PFIZER INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Pfizer Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Pfizer Inc. and Subsidiary Companies (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of the U.S. Medicare, Medicaid, and performance-based contract rebates accrual As discussed in Note 1G to the consolidated financial statements, the Company records estimated deductions for Medicare, Medicaid, and performance-based contract rebates (collectively, U.S. rebates) as a reduction to gross product revenues. The accrual for U.S. rebates is recorded in the same period that the corresponding revenues are recognized. The length of time between when a sale is made and when the U.S. rebate is paid by the Company can be as long as one year, which increases the need for significant management judgment and knowledge of market conditions and practices in estimating the accrual. We identified the evaluation of the U.S. rebates accrual as a critical audit matter because the evaluation of the product-specific experience ratio assumption involved especially challenging auditor judgment. The product-specific experience ratio assumption relates to estimating which of the Company’s revenue transactions will ultimately be subject to a related rebate. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s U.S. rebates accrual process related to the development of the product-specific experience ratio assumptions. We estimated the U.S. rebates accrual using internal information and historical data and compared the result to the Company’s estimated U.S. rebates accrual. We evaluated the Company’s ability to accurately estimate the accrual for U.S. rebates by comparing historically recorded accruals to the actual amount that was ultimately paid by the Company. Evaluation of gross unrecognized tax benefits As discussed in Notes 5D and 1Q , the Company’s tax positions are subject to audit by local taxing authorities in each respective tax jurisdiction, and the resolution of such audits may span multiple years. Since tax law is complex and often subject to varied interpretations and judgments, it is uncertain whether some of the Company’s tax positions will be sustained upon audit. As of December 31, 2023, the Company has recorded gross unrecognized tax benefits, excluding associated interest, of $4.8 billion. We identified the evaluation of certain of the Company’s gross unrecognized tax benefits as a critical audit matter because a high degree of audit effort, including specialized skills and knowledge, and complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s liability for unrecognized tax position process related to (1) interpretation of tax law, (2) evaluation of which of the Company’s tax positions may not be sustained upon audit, and (3) estimation and recording of the gross Pfizer Inc. 2023 Form 10-K 50 Report of Independent Registered Public Accounting Firm unrecognized tax benefits. We involved tax and valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s interpretation of tax laws, including the assessment of transfer pricing practices in accordance with applicable tax laws and regulations. We inspected settlements with applicable taxing authorities, including assessing the expiration of statutes of limitations. We tested the calculation of the liability for uncertain tax positions, including an evaluation of the Company’s assessment of the technical merits of tax positions and estimates of the amount of tax benefits expected to be sustained. Evaluation of product liability and other product-related litigation As discussed in Notes 1S and 16 to the consolidated financial statements, the Company is involved in product liability and other product-related litigation, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others. Certain of these pending product and other product-related legal proceedings could result in losses that could be substantial. The accrued liability and/or disclosure for the pending product liability and other product-related legal proceedings requires a complex series of judgments by the Company about future events, which involves a number of uncertainties. We identified the evaluation of product liability and other product-related litigation as a critical audit matter. Challenging auditor judgment was required to evaluate the Company’s judgments about future events and uncertainties. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s product liability and other product-related litigation processes, including controls related to (1) the evaluation of information from external and internal legal counsel, (2) forward-looking expectations, and (3) new legal proceedings, or other legal proceedings not currently reserved or disclosed. We read letters received directly from the Company’s external and internal legal counsel that described the Company’s probable or reasonably possible legal contingency to pending product liability and other product-related legal proceedings. We inspected the Company’s minutes from meetings of the Audit Committee, which included the status of key litigation matters. We evaluated the Company’s ability to estimate its monetary exposure to pending product and other product-related legal proceedings by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of prior legal matters. We analyzed relevant publicly available information about the Company, its competitors, and the industry. Evaluation of the fair value measurement of the developed technology rights and in-process research and development intangible assets acquired in the Seagen business combination As discussed in Note 2A to the consolidated financial statements, on December 14, 2023, the Company acquired Seagen Inc. and its subsidiaries (Seagen). The total fair value of consideration transferred was $44.2 billion. Of that, the Company provisionally recorded $7.5 billion of developed technology rights with an estimated weighted-average life of approximately 18 years and $20.8 billion of in-process research and development (IPR&D). We identified the evaluation of the fair value measurement of the acquired developed technology rights and IPR&D as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate certain key assumptions used to estimate the acquisition-date fair value of the acquired developed technology rights and IPR&D. Specifically, the key assumptions for certain IPR&D assets, including revenue growth rates, probability of technical and regulatory success (PTRS) rates, and the discount rate, and the key assumptions for certain developed technology rights, including revenue growth rates and the discount rate, represented subjective determinations of future market and economic conditions. Changes to those assumptions could have had a significant effect on the determination of the fair value measurements. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the development of the key assumptions for certain IPR&D assets and developed technology rights. We performed sensitivity analyses over the key assumptions for certain IPR&D assets and developed technology rights to assess the impact of changes in those key assumptions on the Company’s determination of the fair value of the IPR&D and developed technology rights, respectively. We evaluated the reasonableness of the Company’s forecasted revenue growth rates by comparing them to historical results for comparable products and peer companies, analyst expectations, and industry related third-party data. Further, we evaluated the PTRS rates for certain IPR&D assets by considering the phase of development of the clinical projects and the Company's history of obtaining regulatory approval and comparing them to PTRS rates derived from analyst reports and other industry related third-party data. We evaluated the data sources used by management in determining the key assumptions for certain IPR&D assets and developed technology rights by comparing to industry standards and evidence obtained in other areas of the audit. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: (1) evaluating the discount rates used by the Company for certain IPR&D and developed technology rights by comparing them against discount rate ranges that were independently developed using publicly available market data for comparable entities (2) testing the source information underlying the determination of the discount rates. We have not been able to determine the specific year that we or our predecessor firms began serving as the Company’s auditor, however, we are aware that we or our predecessor firms have served as the Company’s auditor since at least 1942. New York, New York February 22, 2024 Pfizer Inc. 2023 Form 10-K 51 Consolidated Statements of Income Pfizer Inc. and Subsidiary Companies Year Ended December 31, (MILLIONS, EXCEPT PER SHARE DATA) 2023 2022 2021 Revenues: Product revenues (a) $ 50,914 $ 91,793 $ 73,636 Alliance revenues (a) 7,582 8,537 7,652 Total revenues 58,496 100,330 81,288 Costs and expenses: Cost of sales (b), (c) 24,954 34,344 30,821 Selling, informational and administrative expenses (b) 14,771 13,677 12,703 Research and development expenses (b) 10,679 11,428 10,360 Acquired in-process research and development expenses 194 953 3,469 Amortization of intangible assets 4,733 3,609 3,700 Restructuring charges and certain acquisition-related costs 2,943 1,375 802 Other (income)/deductions––net ( 835 ) 217 ( 4,878 ) Income from continuing operations before provision/(benefit) for taxes on income 1,058 34,729 24,311 Provision/(benefit) for taxes on income ( 1,115 ) 3,328 1,852 Income from continuing operations 2,172 31,401 22,459 Discontinued operations––net of tax ( 15 ) 6 ( 434 ) Net income before allocation to noncontrolling interests 2,158 31,407 22,025 Less: Net income attributable to noncontrolling interests 39 35 45 Net income attributable to Pfizer Inc. common shareholders $ 2,119 $ 31,372 $ 21,979 Earnings per common share––basic : Income from continuing operations attributable to Pfizer Inc. common shareholders $ 0.38 $ 5.59 $ 4.00 Discontinued operations––net of tax — — ( 0.08 ) Net income attributable to Pfizer Inc. common shareholders $ 0.38 $ 5.59 $ 3.92 Earnings per common share––diluted : Income from continuing operations attributable to Pfizer Inc. common shareholders $ 0.37 $ 5.47 $ 3.93 Discontinued operations––net of tax — — ( 0.08 ) Net income attributable to Pfizer Inc. common shareholders $ 0.37 $ 5.47 $ 3.85 Weighted-average shares––basic 5,643 5,608 5,601 Weighted-average shares––diluted 5,709 5,733 5,708 (a) See Note 1G . (b) Exclusive of amortization of intangible assets. (c) See Notes 8A and 17A . See Accompanying Notes. Pfizer Inc. 2023 Form 10-K 52 Consolidated Statements of Comprehensive Income Pfizer Inc. and Subsidiary Companies Year Ended December 31, (MILLIONS) 2023 2022 2021 Net income before allocation to noncontrolling interests $ 2,158 $ 31,407 $ 22,025 Foreign currency translation adjustments, net 452 ( 2,328 ) ( 682 ) Unrealized holding gains/(losses) on derivative financial instruments, net 626 1,444 526 Reclassification adjustments for (gains)/losses included in net income (a) ( 413 ) ( 2,062 ) 134 213 ( 618 ) 660 Unrealized holding gains/(losses) on available-for-sale securities, net ( 121 ) ( 1,306 ) ( 355 ) Reclassification adjustments for (gains)/losses included in net income (b) ( 141 ) 1,809 ( 30 ) ( 261 ) 502 ( 384 ) Benefit plans: prior service (costs)/credits and other, net ( 25 ) ( 24 ) 116 Reclassification adjustments related to amortization of prior service costs and other, net ( 117 ) ( 129 ) ( 154 ) Reclassification adjustments related to curtailments of prior service costs and other, net ( 15 ) ( 12 ) ( 75 ) ( 157 ) ( 166 ) ( 113 ) Other comprehensive income/(loss), before tax 246 ( 2,609 ) ( 519 ) Tax provision/(benefit) on other comprehensive income/(loss) ( 85 ) ( 187 ) 71 Other comprehensive income/(loss) before allocation to noncontrolling interests $ 331 $ ( 2,422 ) $ ( 589 ) Comprehensive income/(loss) before allocation to noncontrolling interests $ 2,488 $ 28,985 $ 21,435 Less: Comprehensive income/(loss) attributable to noncontrolling interests 26 20 43 Comprehensive income/(loss) attributable to Pfizer Inc. $ 2,462 $ 28,965 $ 21,393 (a) Reclassified into Other (income)/deductions—net and Cost of sales . See Note 7E . (b) Reclassified into Other (income)/deductions—net . See Accompanying Notes. Pfizer Inc. 2023 Form 10-K 53 Consolidated Balance Sheets Pfizer Inc. and Subsidiary Companies As of December 31, (MILLIONS, EXCEPT PER SHARE DATA) 2023 2022 Assets Cash and cash equivalents $ 2,853 $ 416 Short-term investments 9,837 22,316 Trade accounts receivable, less allowance for doubtful accounts: 2023—$ 470 ; 2022—$ 449 11,177 10,952 Inventories 10,189 8,981 Current tax assets 3,978 3,577 Other current assets 5,299 5,017 Total current assets 43,333 51,259 Equity-method investments 11,637 11,033 Long-term investments 3,731 4,036 Property, plant and equipment 18,940 16,274 Identifiable intangible assets 64,900 43,370 Goodwill 67,783 51,375 Noncurrent deferred tax assets and other noncurrent tax assets 3,706 6,693 Other noncurrent assets 12,471 13,163 Total assets $ 226,501 $ 197,205 Liabilities and Equity Short-term borrowings, including current portion of long-term debt: 2023—$ 2,254 ; 2022—$ 2,560 $ 10,350 $ 2,945 Trade accounts payable 6,710 6,809 Dividends payable 2,372 2,303 Income taxes payable 2,349 1,587 Accrued compensation and related items 2,776 3,407 Deferred revenues 2,700 2,520 Other current liabilities 20,537 22,568 Total current liabilities 47,794 42,138 Long-term debt 61,538 32,884 Pension and postretirement benefit obligations 2,167 2,250 Noncurrent deferred tax liabilities 640 1,023 Other taxes payable 8,534 9,812 Other noncurrent liabilities 16,539 13,180 Total liabilities 137,213 101,288 Commitments and Contingencies Preferred stock, no par value, at stated value; 27 shares authorized; no shares issued or outstanding as of December 31, 2023 and December 31, 2022 — — Common stock, $ 0.05 par value; 12,000 shares authorized; issued: 2023— 9,562 ; 2022— 9,519 478 476 Additional paid-in capital 92,631 91,802 Treasury stock, shares at cost: 2023— 3,916 ; 2022— 3,903 ( 114,487 ) ( 113,969 ) Retained earnings 118,353 125,656 Accumulated other comprehensive loss ( 7,961 ) ( 8,304 ) Total Pfizer Inc. shareholders’ equity 89,014 95,661 Equity attributable to noncontrolling interests 274 256 Total equity 89,288 95,916 Total liabilities and equity $ 226,501 $ 197,205 See Accompanying Notes. Pfizer Inc. 2023 Form 10-K 54 Consolidated Statements of Equity Pfizer Inc. and Subsidiary Companies PFIZER INC. SHAREHOLDERS Common Stock Treasury Stock (MILLIONS, EXCEPT PER SHARE DATA) Shares Par Value Add’l Paid-In Capital Shares Cost Retained Earnings Accum. Other Comp. Loss Share - holders’ Equity Non-controlling Interests Total Equity Balance, January 1, 2021 9,407 $ 470 $ 88,674 ( 3,840 ) $ ( 110,988 ) $ 90,392 $ ( 5,310 ) $ 63,238 $ 235 $ 63,473 Net income 21,979 21,979 45 22,025 Other comprehensive income/(loss), net of tax ( 587 ) ( 587 ) ( 3 ) ( 589 ) Cash dividends declared, per share: $ 1.57 Common stock ( 8,816 ) ( 8,816 ) ( 8,816 ) Noncontrolling interests — ( 8 ) ( 8 ) Share-based payment transactions 64 3 1,917 ( 11 ) ( 373 ) ( 77 ) 1,470 1,470 Other — — — — — ( 85 ) ( 85 ) ( 7 ) ( 92 ) Balance, December 31, 2021 9,471 473 90,591 ( 3,851 ) ( 111,361 ) 103,394 ( 5,897 ) 77,201 262 77,462 Net income 31,372 31,372 35 31,407 Other comprehensive income/(loss), net of tax ( 2,407 ) ( 2,407 ) ( 15 ) ( 2,422 ) Cash dividends declared, per share: $ 1.61 Common stock ( 9,037 ) ( 9,037 ) ( 9,037 ) Noncontrolling interests — ( 13 ) ( 13 ) Share-based payment transactions 48 2 1,192 ( 13 ) ( 608 ) ( 73 ) 513 513 Purchases of common stock ( 39 ) ( 2,000 ) ( 2,000 ) ( 2,000 ) Other — — 19 — — — 19 ( 13 ) 6 Balance, December 31, 2022 9,519 476 91,802 ( 3,903 ) ( 113,969 ) 125,656 ( 8,304 ) 95,661 256 95,916 Net income 2,119 2,119 39 2,158 Other comprehensive income/(loss), net of tax 343 343 ( 12 ) 331 Cash dividends declared, per share: $ 1.65 Common stock ( 9,316 ) ( 9,316 ) ( 9,316 ) Noncontrolling interests — ( 8 ) ( 8 ) Share-based payment transactions 43 2 829 ( 12 ) ( 518 ) ( 106 ) 208 208 Other — — — — — — — Balance, December 31, 2023 9,562 $ 478 $ 92,631 ( 3,916 ) $ ( 114,487 ) $ 118,353 $ ( 7,961 ) $ 89,014 $ 274 $ 89,288 See Accompanying Notes. Pfizer Inc. 2023 Form 10-K 55 Consolidated Statements of Cash Flows Pfizer Inc. and Subsidiary Companies Year Ended December 31, (MILLIONS) 2023 2022 2021 Operating Activities Net income before allocation to noncontrolling interests $ 2,158 $ 31,407 $ 22,025 Discontinued operations—net of tax ( 15 ) 6 ( 434 ) Net income from continuing operations before allocation to noncontrolling interests 2,172 31,401 22,459 Adjustments to reconcile net income before allocation to noncontrolling interests to net cash provided by/(used in) operating activities: Depreciation and amortization 6,290 5,064 5,191 Asset write-offs and impairments 3,408 550 276 Deferred taxes ( 3,442 ) ( 3,764 ) ( 4,293 ) Share-based compensation expense 525 872 1,182 Benefit plan contributions in excess of expense/income ( 787 ) ( 1,158 ) ( 3,123 ) Inventory write-offs and related charges associated with COVID-19 products (a) 6,199 1,183 — Other adjustments, net ( 3,492 ) 758 ( 1,573 ) Other changes in assets and liabilities, net of acquisitions and divestitures: Trade accounts receivable 347 261 ( 3,811 ) Inventories (a) ( 1,169 ) ( 591 ) ( 1,125 ) Other assets (b) ( 663 ) ( 4,506 ) ( 1,057 ) Trade accounts payable ( 300 ) 1,191 1,242 Other liabilities (c) 595 ( 1,449 ) 18,721 Other tax accounts, net ( 982 ) ( 545 ) ( 1,166 ) Net cash provided by/(used in) operating activities from continuing operations 8,700 29,267 32,922 Net cash provided by/(used in) operating activities from discontinued operations — — ( 343 ) Net cash provided by/(used in) operating activities 8,700 29,267 32,580 Investing Activities Purchases of property, plant and equipment ( 3,907 ) ( 3,236 ) ( 2,711 ) Purchases of short-term investments ( 30,974 ) ( 36,384 ) ( 38,457 ) Proceeds from redemptions/sales of short-term investments 39,264 44,821 27,447 Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of three months or less 5,174 ( 483 ) ( 8,088 ) Purchases of long-term investments ( 204 ) ( 1,913 ) ( 1,068 ) Proceeds from redemptions/sales of long-term investments 1,979 641 649 Acquisitions of businesses, net of cash acquired ( 43,430 ) ( 22,997 ) — Dividend received from the Consumer Healthcare JV (d) — 3,960 — Other investing activities, net ( 179 ) ( 192 ) ( 305 ) Net cash provided by/(used in) investing activities from continuing operations ( 32,278 ) ( 15,783 ) ( 22,534 ) Net cash provided by/(used in) investing activities from discontinued operations — — ( 12 ) Net cash provided by/(used in) investing activities ( 32,278 ) ( 15,783 ) ( 22,546 ) Financing Activities Proceeds from short-term borrowings 4,525 3,891 — Payments on short-term borrowings ( 3 ) ( 3,887 ) — Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less 3,161 ( 222 ) ( 96 ) Proceeds from issuances of long-term debt 30,831 — 997 Payments on long-term debt ( 2,569 ) ( 3,298 ) ( 2,004 ) Purchases of common stock — ( 2,000 ) — Cash dividends paid ( 9,247 ) ( 8,983 ) ( 8,729 ) Other financing activities, net ( 631 ) ( 335 ) 16 Net cash provided by/(used in) financing activities 26,066 ( 14,834 ) ( 9,816 ) Effect of exchange-rate changes on cash and cash equivalents and restricted cash and cash equivalents ( 40 ) ( 165 ) ( 59 ) Net increase/(decrease) in cash and cash equivalents and restricted cash and cash equivalents 2,448 ( 1,515 ) 159 Cash and cash equivalents and restricted cash and cash equivalents, at beginning of period 468 1,983 1,825 Cash and cash equivalents and restricted cash and cash equivalents, at end of period $ 2,917 $ 468 $ 1,983 - Continued - Pfizer Inc. 2023 Form 10-K 56 Consolidated Statements of Cash Flows Pfizer Inc. and Subsidiary Companies Year Ended December 31, 2023 2022 2021 Supplemental Cash Flow Information Cash paid/(received) during the period for: Income taxes $ 3,147 $ 7,867 $ 7,427 Interest paid 2,215 1,442 1,467 Interest rate hedges 134 54 ( 2 ) Non-cash transaction: Right-of-use assets obtained in exchange for lease liabilities $ 614 $ 752 $ 1,943 (a) See Notes 8A and 1 7 A . (b) See Note 8A . (c) See Note 17 C . (d) See Note 2C . See Accompanying Notes. Pfizer Inc. 2023 Form 10-K 57 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Note 1. Basis of Presentation and Significant Accounting Policies A. Basis of Presentation The consolidated financial statements include the accounts of our parent company and all subsidiaries and are prepared in accordance with U.S. GAAP. The decision of whether or not to consolidate an entity for financial reporting purposes requires consideration of majority voting interests, as well as effective economic or other control over the entity. Typically, we do not seek control by means other than voting interests. For subsidiaries operating outside the U.S., the financial information is included as of and for the year ended November 30 for each year presented. Pfizer's fiscal year-end for U.S. subsidiaries is as of and for the year ended December 31 for each year presented. All significant transactions among our subsidiaries have been eliminated. In 2023, we managed our commercial operations through two operating segments, each led by a single manager: Biopharma and Business Innovation. Biopharma is the only reportable segment. See Note 17 . On December 14, 2023, we completed the acquisition of Seagen. On December 31, 2021, we completed the sale of our Meridian subsidiary, the manufacturer of EpiPen and other auto-injector products. In addition, other acquisitions and business development activities completed in 2023, 2022 and 2021 impacted financial results in the periods presented. See Note 2 . We have made certain reclassification adjustments to conform prior-period amounts to the current presentation. Certain amounts in the consolidated financial statements and associated notes may not add due to rounding. All percentages have been calculated using unrounded amounts. B . New Accounting Standards Adopted in 2023 On January 1, 2023, we adopted a new accounting standard for supplier finance programs which requires increased disclosures in the notes to our financial statements. See Note 8C . In the second quarter of 2023, we adopted new accounting standards on reference rate reform that provide temporary optional expedients and exceptions to the guidance for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that were discontinued after June 30, 2023. We applied certain of the optional expedients related to hedge accounting relationships. The main purpose of the expedients is to allow hedge accounting to continue uninterrupted and make it easier to apply the requirements to maintain hedge accounting during the transition period through December 31, 2024. C. Estimates and Assumptions In preparing these financial statements, we use certain estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions can impact all elements of our financial statements. For example, in the consolidated statements of income, estimates are used when accounting for deductions from revenues, determining the cost of inventory that is sold, allocating cost in the form of depreciation and amortization, and estimating restructuring charges and the impact of contingencies, as well as determining provisions for taxes on income. On the consolidated balance sheets, estimates are used in determining the valuation and recoverability of assets, and in determining the reported amounts of liabilities, all of which also impact the consolidated statements of income. Certain estimates of fair value and amounts recorded in connection with acquisitions, revenue deductions, impairment reviews, restructuring-associated charges, investments and financial instruments, valuation allowances, pension and postretirement benefit plans, contingencies, share-based compensation, and other calculations can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. Our estimates are often based on complex judgments and assumptions that we believe to be reasonable, but that can be inherently uncertain and unpredictable. If our estimates and assumptions are not representative of actual outcomes, our results could be materially impacted. As future events and their effects cannot be determined with precision, our estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. We are subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in the healthcare environment, competition, litigation, legislation and regulations. We regularly evaluate our estimates and assumptions using historical experience and expectations about the future. We adjust our estimates and assumptions when facts and circumstances indicate the need for change. D. Acquisitions Our consolidated financial statements include the operations of acquired businesses after the completion of the acquisitions. We account for acquired businesses using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired IPR&D be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. When we acquire net assets that do not constitute a business, as defined in U.S. GAAP, no goodwill is recognized and acquired IPR&D is expensed in Acquired in-process research and development expenses . Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach. See Note 16D . Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. These changes in fair value are recognized in earnings in Other (income)/deductions––net . E. Fair Value We measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. We estimate fair value using an exit price approach, which requires, among other things, that we determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market. The determination of an exit price is considered from the perspective of market participants, Pfizer Inc. 2023 Form 10-K 58 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies considering the highest and best use of non-financial assets and, for liabilities, assuming that the risk of non-performance will be the same before and after the transfer. When estimating fair value, depending on the nature and complexity of the asset or liability, we may use one or all of the following techniques: • Income approach, which is based on the present value of a future stream of net cash flows. • Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities. • Cost approach, which is based on the cost to acquire or construct comparable assets, less an allowance for functional and/or economic obsolescence. Our fair value methodologies depend on the following types of inputs: • Quoted prices for identical assets or liabilities in active markets (Level 1 inputs). • Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (Level 2 inputs). • Unobservable inputs that reflect estimates and assumptions (Level 3 inputs). The following inputs and valuation techniques are used to estimate the fair value of our financial assets and liabilities: • Available-for-sale debt securities—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data and credit-adjusted yield curves. • Equity securities with readily determinable fair values—quoted market prices and observable NAV prices. • Derivative assets and liabilities—third-party matrix-pricing model that uses inputs derived from or corroborated by observable market data. Where applicable, these models use market-based observable inputs, including interest rate yield curves to discount future cash flow amounts, and forward and spot prices for currencies. The credit risk impact to our derivative financial instruments was not significant. • Money market funds—observable NAV prices. We periodically review the methodologies, inputs and outputs of third-party pricing services for reasonableness. Our procedures can include, for example, referencing other third-party pricing models, monitoring key observable inputs (like benchmark interest rates) and selectively performing test-comparisons of values with actual sales of financial instruments. F. Foreign Currency Translation For most of our international operations, local currencies have been determined to be the functional currencies. We translate functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates are recorded in Other comprehensive income/(loss) . The effects of converting non-functional currency monetary assets and liabilities into the functional currency are recorded in Other (income)/deductions––net . For operations in highly inflationary economies, we translate monetary items at rates in effect as of the balance sheet date, with translation adjustments recorded in Other (income)/deductions––net , and we translate non-monetary items at historical rates. G. Revenues and Trade Accounts Receivable Revenue Recognition ––We record revenues from product sales when there is a transfer of control of the product from us to the customer. We typically determine transfer of control based on when the product is shipped or delivered and title passes to the customer. For certain contracts, the finished product may temporarily be stored at our or our third-party subcontractors’ locations under a bill-and-hold arrangement. Revenue is recognized on bill-and-hold arrangements at the point in time when the customer obtains control of the product and all of the following criteria have been met: the arrangement is substantive; the product is identified separately as belonging to the customer; the product is ready for physical transfer to the customer; and we do not have the ability to use the product or direct it to another customer. In bill-and-hold arrangements which are part of the U.S. Government Strategic National Stockpile, we recognize revenue for the product sale when the product is initially placed into the Stockpile and we provide a rotation service to maintain an agreed upon level of shelf life for product in the stockpile. In determining when the customer obtains control of the product, we consider certain indicators, including whether we have a present right to payment from the customer, whether title and/or significant risks and rewards of ownership have transferred to the customer and whether customer acceptance has been received. In the fourth quarter of 2023, we began reporting Product revenues and Alliance revenues as separate line items in our consolidated statements of income. Prior-period amounts have been reclassified to conform to the current presentation. Our Sales Contracts ––Sales on credit are typically under short-term contracts. Collections are based on market payment cycles common in various markets, with shorter cycles in the U.S. Sales are adjusted for sales allowances, chargebacks, rebates and sales returns and cash discounts. Sales returns may occur due to LOE, product recalls or a changing competitive environment. Deductions from Revenues ––Our gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment is required when estimating the impact of these product revenue deductions on gross sales for a reporting period. Provisions for pharmaceutical sales returns–– Provisions are based on a calculation for each market that incorporates the following, as appropriate: local returns policies and practices; historical returns as a percentage of sales; an understanding of the reasons for past returns; estimated shelf life by product; an estimate of the amount of time between shipment and return or lag time; and any other factors that could Pfizer Inc. 2023 Form 10-K 59 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies impact the estimate of future returns, such as LOE, product recalls or a changing competitive environment. Generally, returned products are destroyed, and customers are refunded the sales price in the form of a credit. We record sales incentives as a reduction of revenues at the time the related revenues are recorded or when the incentive is offered, whichever is later. We estimate the cost of our sales incentives based on our historical experience with similar incentives programs to predict customer behavior. The following outlines our common sales arrangements: • Customers ––Our prescription biopharmaceutical products, with the exception of Paxlovid in 2022 and 2023, are sold principally to wholesalers, but we also sell directly to retailers, hospitals, clinics, government agencies and pharmacies. In 2022 and 2023, we principally sold Paxlovid globally to government agencies. Our vaccines in the U.S. are primarily sold directly to the federal government (including the CDC), wholesalers, individual provider offices, retail pharmacies and integrated delivery systems. Our vaccines outside the U.S. are primarily sold to government and non-government institutions. Prescription pharmaceutical products that ultimately are used by patients are generally covered under governmental programs, managed care programs and insurance programs, including those managed through PBMs, and are subject to sales allowances and/or rebates payable directly to those programs. Those sales allowances and rebates are generally negotiated, but government programs may have legislated amounts by type of product (e.g., patented or unpatented). Specifically: • In the U.S., we sell our products principally to distributors and hospitals. We also have contracts with managed care programs or PBMs and legislatively mandated contracts with the federal and state governments under which we provide rebates based on medicines utilized by the lives they cover. We record provisions for Medicare, Medicaid, and performance-based contract pharmaceutical rebates based upon our experience ratio of rebates paid and actual prescriptions written during prior periods. We apply the experience ratio to the respective period’s sales to determine the rebate accrual and related expense. This experience ratio is evaluated regularly to ensure that the historical trends are as current as practicable. We estimate discounts on branded prescription drug sales to Medicare Part D participants in the Medicare “coverage gap,” also known as the “doughnut hole,” based on the historical experience of beneficiary prescriptions and consideration of the utilization that is expected to result from the discount in the coverage gap. We evaluate this estimate regularly to ensure that the historical trends and future expectations are as current as practicable. For performance-based contract rebates, we also consider current contract terms, such as changes in formulary status and rebate rates. • Outside the U.S., the majority of our pharmaceutical sales allowances are contractual or legislatively mandated and our estimates are based on actual invoiced sales within each period, which reduces the risk of variations in the estimation process. In certain European countries, rebates are calculated on the government’s total unbudgeted pharmaceutical spending or on specific product sales thresholds and we apply an estimated allocation factor against our actual invoiced sales to project the expected level of reimbursement. We obtain third-party information that helps us to monitor the adequacy of these accruals. • Provisions for pharmaceutical chargebacks (primarily reimbursements to U.S. wholesalers for honoring contracted prices and legislated discounts to third parties) closely approximate actual amounts incurred, as we settle these deductions generally within two to five weeks of incurring the liability. We recorded direct product sales and/or Alliance revenues of more than $ 1 billion for each of nine products in 2023, for each of ten products in 2022 and for each of nine products in 2021. In the aggregate, these direct product sales and/or Alliance revenues represented 64 %, 82 % and 75 % of our Total revenues in 2023, 2022 and 2021, respectively. See Note 17C . The loss or expiration of intellectual property rights can have a significant adverse effect on our revenues as our contracts with customers will generally be at lower selling prices and lower volumes due to added generic competition. We generally provide for higher sales returns during the period in which individual markets begin to near the loss or expiration of intellectual property rights. Our accruals for Medicare, Medicaid and related state program and performance-based contract rebates, chargebacks, sales allowances and sales returns and cash discounts are as follows: As of December 31, (MILLIONS) 2023 2022 Reserve against Trade accounts receivable, less allowance for doubtful accounts $ 1,770 $ 1,200 Other current liabilities : Accrued rebates 5,546 4,479 Other accruals 902 430 Other noncurrent liabilities 796 612 Total accrued rebates and other sales-related accruals $ 9,014 $ 6,722 Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from Product revenues . Trade Accounts Receivable —Trade accounts receivable are stated at their net realizable value. The allowance for credit losses reflects our best estimate of expected credit losses of the receivables portfolio determined on the basis of historical experience, current information, and forecasts of future economic conditions. In developing the estimate for expected credit losses, trade accounts receivables are segmented into pools of assets depending on market (U.S. versus international), delinquency status, and customer type (high risk versus low risk and government versus non-government), and fixed reserve percentages are established for each pool of trade accounts receivables. In determining the reserve percentages for each pool of trade accounts receivables, we considered our historical experience with certain customers and customer types, regulatory and legal environments, country and political risk, and other relevant current and future forecasted macroeconomic factors. These credit risk indicators are monitored on a quarterly basis to determine whether there have been any changes in the economic environment that would indicate the established reserve percentages should be adjusted, and are considered on a regional basis to reflect more geographic-specific metrics. Additionally, write-offs and recoveries of customer receivables are tracked against collections Pfizer Inc. 2023 Form 10-K 60 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies on a quarterly basis to determine whether the reserve percentages remain appropriate. When management becomes aware of certain customer-specific factors that impact credit risk, specific allowances for these known troubled accounts are recorded. Trade accounts receivable are written off after all reasonable means to collect the full amount (including litigation, where appropriate) have been exhausted. During 2023 and 2022, additions to the allowance for credit losses, write-offs and recoveries of customer receivables were not material to our consolidated financial statements. H. Collaborative Arrangements Payments to and from our collaboration partners are presented in our consolidated statements of income based on the nature of the arrangement (including its contractual terms), the nature of the payments and applicable accounting guidance. Under co-commercialization agreements, we record the amounts received for our share of gross profits from our collaboration partners as Alliance revenues, when our collaboration partners are the principal in the transaction and we receive a share of their net sales or profits. Alliance revenues are recorded as we perform co-promotion activities for the collaboration and the collaboration partners sell the products to their customers. The related expenses for selling and marketing these products including reimbursements to or from our collaboration partners for these costs are included in Selling, informational and administrative expenses. In collaborative arrangements where we manufacture a product for our collaboration partners, we record revenues when we transfer control of the product to our collaboration partners. In collaboration arrangements where we are the principal in the transaction, we record amounts paid to collaboration partners for their share of net sales or profits earned, and all royalty payments to collaboration partners as Cost of sales . Royalty payments received from collaboration partners are included in Other (income)/deductions—net. Reimbursements to or from our collaboration partners for development costs are typically recorded in Research and development expenses . Upfront payments and pre-approval milestone payments due from us to our collaboration partners in development stage collaborations are recorded as Acquired in-process r esearch and development expenses . Milestone payments due from us to our collaboration partners after regulatory approval has been attained for a medicine are recorded in Identifiable intangible assets —developed technology rights. Upfront and pre-approval milestone payments earned from our collaboration partners by us are recognized in Other (income)/deductions—net over the development period for the products, when our performance obligations include providing R&D services to our collaboration partners. Upfront, pre-approval and post-approval milestone payments earned by us may be recognized in Other (income)/deductions—net immediately when earned or over other periods depending upon the nature of our performance obligations in the applicable collaboration. Where the milestone event is regulatory approval for a medicine, we generally recognize milestone payments due to us in the transaction price when regulatory approval in the applicable jurisdiction has been attained. We may recognize milestone payments due to us in the transaction price earlier than the milestone event in certain circumstances when recognition of the income would not be probable of a significant reversal. I. Cost of Sales and Inventories Inventories are recorded at the lower of cost or net realizable value. The cost of finished goods, work in process and raw materials is determined using average actual cost. We regularly review our inventories for impairment and reserves are established when necessary. Inventories that are not expected to be sold within 12 months are classified as Other noncurrent assets . See Note 8A . J. Selling, Informational and Administrative Expenses Selling, informational and administrative costs are expensed as incurred. Among other things, these expenses include the internal and external costs of marketing, advertising, shipping and handling, digital and legal defense. Advertising expenses totaled approximately $ 3.7 billion in 2023, $ 2.8 billion in 2022 and $ 2.0 billion in 2021. Production costs are expensed as incurred and the costs of TV, radio, and other electronic media and publications are expensed when the related advertising occurs. K. Research and Development Expenses R&D costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as R&D activities performed in connection with certain licensing arrangements. L. Acquired In-Process Research and Development Expenses Before a compound receives regulatory approval, we record upfront and milestone payments we make to third parties under licensing and collaboration arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a compound receives regulatory approval, we record any milestone payments in Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, we typically amortize the payments on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. Acquired in-process research and development expenses includes costs incurred in connection with (a) all upfront and milestone payments on collaboration and in-license agreements, including premiums on equity securities and (b) asset acquisitions of acquired IPR&D. M. Amortization of Intangible Assets, Depreciation and Certain Long-Lived Assets Long-lived assets include: • Property, plant and equipment , less accumulated depreciation—These assets are recorded at cost, including any significant improvements after purchase, less accumulated depreciation. Property, plant and equipment assets, other than land and construction in progress, are depreciated on a straight-line basis over the estimated useful life of the individual assets. Depreciation begins when the asset is ready for its intended use. For tax purposes, accelerated depreciation methods are used as allowed by tax laws. • Identifiable intangible assets, less accumulated amortization —These assets are recorded at fair value at acquisition. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized until a useful life can be determined. Pfizer Inc. 2023 Form 10-K 61 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies • Goodwill —Goodwill represents the excess of the consideration transferred for an acquired business over the assigned values of its net assets. Goodwill is not amortized. Amortization of finite-lived acquired intangible assets is included in Amortization of intangible assets. We review our long-lived assets for impairment indicators throughout the year. We perform impairment testing for indefinite-lived intangible assets and goodwill at least annually and for all other long-lived assets whenever impairment indicators are present. When necessary, we record impairments of long-lived assets for the amount by which the fair value is less than the carrying value of these assets. Specifically: • For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we calculate the undiscounted value of the projected cash flows for the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we reevaluate the remaining useful lives of the assets and modify them, as appropriate. • For indefinite-lived intangible assets, such as brands and IPR&D assets, when necessary, we determine the fair value of the asset and record an impairment loss, if any, for the excess of book value over fair value. In addition, in all cases of an impairment review other than for IPR&D assets, we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. • For goodwill, when necessary, we determine the fair value of each reporting unit and record an impairment loss, if any, for the excess of the book value of the reporting unit over the implied fair value. N. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives We incur restructuring charges in connection with acquisitions when we implement plans to restructure and integrate the acquired operations or in connection with our cost-reduction and productivity initiatives. • In connection with acquisition activity, we typically incur costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and • In connection with our cost-reduction/productivity initiatives, we typically incur costs and charges for site closings and other facility rationalization actions, workforce reductions and the expansion of shared services, including the development of global systems. Included in Restructuring charges and certain acquisition-related costs are all restructuring charges, as well as certain other costs associated with acquiring and integrating an acquired company. If the restructuring action results in a change in the estimated useful life of an asset, that incremental impact is classified in Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses , as appropriate. Employee termination costs are generally recorded when the actions are probable and estimable and include accrued severance benefits, pension and postretirement benefits, many of which may be paid out during periods after termination. Transaction costs, such as banking, legal, accounting and other similar costs incurred in connection with a business acquisition are expensed as incurred . Our business and platform functions may be impacted by these actions, including sales and marketing, manufacturing and R&D, as well as our corporate enabling functions. O. Cash Equivalents and Statement of Cash Flows Cash equivalents include items almost as liquid as cash, such as certificates of deposit and time deposits with maturity periods of three months or less when purchased. If items meeting this definition are part of a larger investment pool, we classify them as Short-term investments . Cash flows for financial instruments designated as fair value or cash flow hedges may be included in operating, investing or financing activities, depending on the classification of the items being hedged. Cash flows for financial instruments designated as net investment hedges are classified according to the nature of the hedging instrument. Cash flows for financial instruments that do not qualify for hedge accounting treatment are classified according to their purpose and accounting nature. P. Investments and Derivative Financial Instruments The classification of an investment depends on the nature of the investment, our intent and ability to hold the investment, and the degree to which we may exercise influence. Our investments are primarily comprised of the following: • Public equity securities with readily determinable fair values, which are carried at fair value, with changes in fair value reported in Other (income)/deductions—net. • Available-for-sale debt securities, which are carried at fair value, with changes in fair value reported in Other comprehensive income/(loss) until realized. • Held-to-maturity debt securities, which are carried at amortized cost. • Private equity securities without readily determinable fair values and where we have no significant influence are measured at cost minus any impairment and plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. • For equity investments in common stock or in-substance common stock where we have significant influence over the financial and operating policies of the investee, we use the equity-method of accounting. Under the equity-method, we record our share of the investee’s income and expenses in Other (income)/deductions—net . The excess of the cost of the investment over our share of the underlying equity in the net assets of the investee as of the acquisition date is allocated to the identifiable assets and liabilities of the investee, with any remaining Pfizer Inc. 2023 Form 10-K 62 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies excess amount allocated to goodwill. Such investments are initially recorded at cost, which is the fair value of consideration paid and typically does not include contingent consideration. Realized gains or losses on sales of investments are determined by using the specific identification cost method. We regularly evaluate all of our financial assets for impairment. For investments in debt and equity, if and when a decline in fair value is determined, an impairment charge is recorded and a new cost basis in the investment is established. For equity-method investments, an impairment charge is recorded only if and when a decline in fair value is determined to be other-than-temporary. Derivative financial instruments are carried at fair value in certain balance sheet categories (see Note 7A ), with changes in fair value reported in net income or, for certain qualifying hedging relationships, in Other comprehensive income/(loss) (see Note 7E ). Q. Tax Assets and Liabilities and Income Tax Contingencies Tax Assets and Liabilities –– Current tax assets primarily include (i) tax effects for intercompany transfers of inventory within our combined group, which are recognized in the consolidated statements of income when the inventory is sold to a third party and (ii) income tax receivables that are expected to be recovered either via refunds from taxing authorities or reductions to future tax obligations. Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws. We provide a valuation allowance when we believe that our deferred tax assets are not recoverable based on an assessment of estimated future taxable income that incorporates ongoing, prudent and feasible tax-planning strategies, that would be implemented, if necessary, to realize the deferred tax assets. Amounts recorded for valuation allowances requires judgments about future income which can depend heavily on estimates and assumptions. All deferred tax assets and liabilities within the same tax jurisdiction are presented as a net amount in the noncurrent section of our consolidated balance sheet. The TCJA subjects a U.S. shareholder to current tax on global intangible low-taxed income earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income , states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as global intangible low-taxed income in future years or provide for the tax expense related to such income in the year the tax is incurred. We elected to recognize deferred taxes for temporary differences expected to reverse as global intangible low-taxed income in future years. Other non-current tax assets primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. Other taxes payable as of December 31, 2023 and 2022 include liabilities for uncertain tax positions and the noncurrent portion of the repatriation tax liability for which we elected payment over eight years through 2026. See Note 5D for uncertain tax positions and Note 5A for the repatriation tax liability and other estimates and assumptions in connection with the TCJA. Income Tax Contingencies ––We account for income tax contingencies using a benefit recognition model. If we consider that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, we recognize all or a portion of the benefit. We measure the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the taxing authority with full knowledge of all relevant information. We regularly monitor our position and subsequently recognize the unrecognized tax benefit: (i) if there are changes in tax law, analogous case law or there is new information that sufficiently raise the likelihood of prevailing on the technical merits of the position to “more likely than not”; (ii) if the statute of limitations expires; or (iii) if there is a completion of an audit resulting in a favorable settlement of that tax year with the appropriate agency. Liabilities for uncertain tax positions are classified as current only when we expect to pay cash within the next 12 months. Interest and penalties, if any, are recorded in Provision/(benefit) for taxes on income and are classified on our consolidated balance sheet with the related tax liability. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but our estimates of unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variation from such estimates could materially affect our financial statements in the period of settlement or when the statutes of limitations expire, as we treat these events as discrete items in the period of resolution. R. Pension and Postretirement Benefit Plans The majority of our employees worldwide are covered by defined benefit pension plans, defined contribution plans or both. In the U.S., we have both IRC-qualified and supplemental (non-qualified) defined benefit plans and defined contribution plans, as well as other postretirement benefit plans consisting primarily of medical insurance for retirees and their eligible dependents. Net periodic pension and postretirement benefit costs other than the service costs are recognized in Other (income)/deductions—net . We immediately recognize actuarial gains and losses arising from the remeasurement of our pension and postretirement plans (mark-to-market accounting). Each time a pension or postretirement plan is remeasured, the actuarial gain or loss is recognized immediately and classified as Other (income)/deductions––net . We recognize the overfunded or underfunded status of each of our defined benefit plans as an asset or liability. The obligations are generally measured at the actuarial present value of all benefits attributable to employee service rendered, as provided by the applicable benefit formula. Our pension and other postretirement obligations may be determined using assumptions such as discount rate, expected annual rate of return on plan assets, expected employee turnover and participant mortality. For our pension plans, the obligation may also include assumptions as to future compensation levels. For our other postretirement benefit plans, the obligation may include assumptions as to the expected cost of providing medical insurance benefits, as well as the extent to which those costs are shared with the employee or others (such as governmental programs). Plan assets are measured at fair value. Pfizer Inc. 2023 Form 10-K 63 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies S. Legal and Environmental Contingencies We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, such as patent litigation, product liability and other product-related litigation, commercial and other asserted or unasserted matters, environmental claims and proceedings, government investigations and guarantees and indemnifications. In assessing contingencies related to legal and environmental proceedings that are pending against the Company, or unasserted claims that are probable of being asserted, we record accruals for these contingencies to the extent that we conclude that a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, we accrue that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, we accrue the lowest amount in the range. We record anticipated recoveries under existing insurance contracts when recovery is assured. T. Share-Based Payments Our compensation programs can include share-based payments. Generally, grants under share-based payment programs are accounted for at fair value and these fair values are generally amortized on a straight-line basis or on an accelerated attribution approach over the vesting terms with the related costs recorded in Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses , as appropriate. Note 2. Acquisitions, Divestitures, Equity-Method Investments, Licensing Arrangement, Collaborative Arrangements and Research and Development Arrangement A. Acquisitions Seagen–– On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $ 229 per share in cash. The total fair value of the consideration transferred was $ 44.2 billion ($ 43.4 billion, net of cash acquired). In addition, in connection with the acquisition $ 476 million in post-closing compensation expense for Seagen employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ). The combination of local Pfizer and Seagen entities may be pending in various jurisdictions and integration is subject to completion of various local legal and regulatory steps. Seagen’s principal business was the development, manufacture, marketing and distribution of targeted cancer therapeutics, primarily using antibody-drug conjugate technology. Seagen’s portfolio includes four approved medicines as well as a pipeline of product candidates. Clinical development programs are ongoing for each of these approved medicines for potential new or expanded indications and for several product candidates. We believe our acquisition of Seagen will strengthen our oncology capabilities by allowing us to combine Seagen’s antibody-drug conjugate technology with the resources and scale of the Pfizer enterprise and to advance more potential breakthroughs to patients with cancer. The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date. The estimated values are not yet finalized (see below) and are subject to change, which could be significant. We will finalize the amounts recognized as we obtain the information necessary to complete the analyses. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date. (MILLIONS) Amounts Recognized as of Acquisition Date (Provisional) Working capital, excluding inventories (a) $ 736 Inventories (b) 4,195 Property, plant and equipment 524 Identifiable intangible assets, excluding in-process research and development (c) 7,970 In-process research and development 20,800 Other noncurrent assets 174 Net income tax accounts (d) ( 6,123 ) Other noncurrent liabilities ( 167 ) Total identifiable net assets 28,108 Goodwill 16,126 Net assets acquired/total consideration transferred $ 44,234 (a) Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued compensation and other current liabilities. (b) Comprised of $ 1.0 billion current inventories and $ 3.1 billion noncurrent inventories. (c) Comprised mainly of $ 7.5 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years. (d) As of the acquisition date, included primarily in Noncurrent deferred tax liabilities . The following items are subject to change: • Amounts for certain balances included in working capital (excluding inventories), and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded. We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements. • Amounts for identifiable intangible assets, inventories, contractual commitments, PP&E, and operating lease ROU assets and liabilities, pending finalization of valuation efforts, the completion of certain physical inventory counts and the confirmation of the physical existence and condition of certain PP&E assets. Pfizer Inc. 2023 Form 10-K 64 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies • Amounts for income tax assets, receivables and liabilities, pending the filing of Seagen’s pre-acquisition tax returns and the receipt of information, including but not limited to that from taxing authorities, which may change certain estimates and assumptions used. As of the acquisition date, the fair value of accounts receivable approximated the book value acquired. The gross contractual amount receivable was $ 597 million. In the ordinary course of business, Seagen may incur liabilities for environmental, legal and tax matters, as well as guarantees and indemnifications. These matters may include contingencies. Except as specifically excluded by the relevant accounting standard, contingencies are required to be measured at fair value as of the acquisition date 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 are 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. • Environmental Matters —In the ordinary course of business, Seagen may incur liabilities for environmental matters such as remediation work, asset retirement obligations and environmental guarantees and indemnifications. • Legal Matters —Seagen is involved in various legal proceedings, including patent, intellectual property, and product liability matters of a nature considered normal to its business. The contingencies arising from legal matters are not significant to our consolidated financial statements. • Tax Matters —In the ordinary course of business, Seagen incurs liabilities for income taxes. Income taxes are exceptions to both the recognition and fair value measurement principles associated with the accounting for business combinations. Reserves for income tax contingencies continue to be measured under the benefit recognition model previously used by Seagen (see Note 1Q ). Net liabilities for income taxes as of the acquisition date were $ 6.1 billion, including $ 56 million for uncertain tax positions. The net tax liability includes $ 7.5 billion for the tax impact of fair value adjustments, partially offset by $ 1.4 billion for deferred tax assets on which Seagen had recognized a valuation allowance. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition of Seagen includes the following: • the expected specific synergies and other benefits that we believe will result from combining the operations of Seagen with the operations of Pfizer; • any intangible assets that do not qualify for separate recognition, as well as future, as yet unidentified projects and products; and • the value of the going-concern element of Seagen’s existing businesses (the higher rate of return on the assembled collection of net assets versus if Pfizer had acquired all of the net assets separately). Goodwill is not amortized and is not deductible for tax purposes. All of the goodwill related to the acquisition of Seagen is related to our Biopharma segment (see Note 10 ). Actual and Pro Forma Impact of Acquisition — The following table presents information for Seagen’s operations that are included in Pfizer’s consolidated statements of income beginning from the acquisition date, December 14, 2023, through Pfizer’s year-end in 2023: (MILLIONS) December 31, 2023 Revenues $ 120 Net loss attributable to Pfizer Inc. common shareholders (a) ( 746 ) (a) Includes restructuring, integration and acquisition-related costs ($ 614 million pre-tax) and purchase accounting charges related to (i) the preliminary fair value adjustment for acquisition-date inventory estimated to have been sold ($ 109 million pre-tax); (ii) amortization expense related to the preliminary fair value of identifiable intangible assets acquired from Seagen ($ 25 million pre-tax); as well as (iii) depreciation expense related to the preliminary fair value adjustment of fixed assets acquired from Seagen ($ 2 million pre-tax). The following table provides unaudited U.S. GAAP supplemental pro forma information as if the acquisition of Seagen had occurred on January 1, 2022: Unaudited Supplemental Pro Forma Consolidated Results Year Ended December 31, (MILLIONS, EXCEPT PER SHARE DATA) 2023 2022 Revenues $ 60,632 $ 102,127 Net income/(loss) attributable to Pfizer Inc. common shareholders ( 1,474 ) 27,938 Diluted earnings/(loss) per share attributable to Pfizer Inc. common shareholders ( 0.26 ) 4.87 The unaudited supplemental pro forma consolidated results do not purport to reflect what the combined company’s results of operations would have been had the acquisition occurred on January 1, 2022, nor do they project the future results of operations of the combined company or reflect the expected realization of any cost savings associated with the acquisition. The actual results of operations of the combined company may differ significantly from the pro forma adjustments reflected here due to many factors. The unaudited supplemental pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and the liabilities assumed from Seagen. The historical U.S. GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments: • Additional amortization expense (approximately $ 503 million in 2023 and $ 526 million in 2022) related to the preliminary estimate of the fair value of identifiable intangible assets acquired. Pfizer Inc. 2023 Form 10-K 65 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies • Additional expense related to the preliminary estimate of the fair value adjustment to acquisition-date inventory estimated to have been sold (approximately $ 796 million in 2023 and $ 887 million in 2022). • Additional interest expense (approximately $ 984 million in 2023 and $ 2.0 billion in 2022) related to the estimated debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition. • Elimination of interest income (approximately $ 1.2 billion in 2023 and $ 267 million in 2022) related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially fund the acquisition. • Adjustment to move Seagen royalty income received from collaboration partners (approximately $ 203 million in 2023 and $ 165 million in 2022) from total revenues to other (income)/deductions, which is consistent with Pfizer’s presentation in 2023. The above adjustments were then adjusted for the applicable tax impact using an estimated weighted-average statutory tax rate applied to the applicable pro forma adjustments. The acquisition of Seagen had no impact on Pfizer’s weighted-average shares as no shares were issued. GBT–– On October 5, 2022, we acquired GBT, a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments for underserved patient communities, starting with sickle cell disease, for $ 68.50 per share in cash. The total fair value of the consideration transferred was $ 5.7 billion ($ 5.2 billion, net of cash acquired). In addition, $ 136 million in payments to GBT employees for the fair value of previously unvested long-term incentive awards was recognized as post-closing compensation expense and recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ). The final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed in 2023. In connection with this business combination, we recorded: (i) $ 4.4 billion in Identifiable intangible assets , consisting of $ 3.0 billion of IPR&D and $ 1.4 billion of developed technology rights with a useful life of six years , (ii) $ 1.1 billion of Goodwill, (iii) $ 644 million of inventories to be sold over approximately three years , (iv) $ 516 million of net deferred tax liabilities and (v) $ 331 million of assumed long-term debt that was paid in full in the fourth quarter of 2022. Biohaven–– On October 3, 2022, we acquired Biohaven, the maker of Nurtec ODT/Vydura (rimegepant), an innovative therapy approved for both acute treatment of migraine and prevention of episodic migraine in adults. The transaction included the acquisition of Biohaven’s CGRP programs, including rimegepant, zavegepant and a portfolio of five pre-clinical CGRP assets. Under the terms of the agreement, we acquired all outstanding common shares of Biohaven not already owned by us for $ 148.50 per share, in cash, for payments of approximately $ 11.5 billion, plus repayment of third-party debt of $ 863 million and redemption of Biohaven’s redeemable preferred stock for $ 495 million. Effective immediately prior to the closing of the acquisition, Biohaven completed the spin-off of Biohaven Ltd. (NYSE: BHVN), distributing Biohaven Ltd.’s shares to Biohaven shareholders. Biohaven Ltd. became a new publicly traded company that retained Biohaven’s non-CGRP development stage pipeline compounds. Pfizer, a Biohaven shareholder, received a pro rata portion of Biohaven Ltd.’s shares in the distribution and owns approximately 1.3 % of Biohaven Ltd. as of December 31, 2023. This acquisition follows on the November 2021 collaboration for the commercialization of rimegepant and zavegepant outside the U.S., in connection with which Pfizer acquired 2.6 % of Biohaven’s common stock (see Note 2E ). Biohaven Ltd. also has the right to receive tiered royalties from Pfizer on any annual net sales of rimegepant and zavegepant in the U.S. in excess of $ 5.25 billion. This contingent consideration was determined to have no fair value as of the acquisition date. Pfizer also acquired Biohaven’s commitments for payment of high single digit to mid-teen percentage tiered royalties on world-wide net sales excluding China and low to high single digit royalties on net sales in China of rimegepant and zavegepant as well as certain regulatory approval and commercial milestone payments associated with rimegepant and zavegepant of up to $ 1.1 billion under pre-existing third-party license and other agreements. These milestone amounts have been reduced by $ 608 million since the acquisition due to payments made and renegotiation of certain of the applicable agreements. The total fair value of the consideration transferred was $ 11.8 billion, which includes the fair value of Pfizer’s previous investment in Biohaven on the acquisition date of approximately $ 300 million. The final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed in 2023. In connection with this business combination, we recorded: (i) $ 12.1 billion in Identifiable intangible assets , consisting of $ 11.6 billion of developed technology rights with a useful life of 11 years and $ 450 million of IPR&D, (ii) $ 823 million of Goodwill , (iii) $ 813 million of inventories to be sold over approximately two years , (iv) $ 398 million of trade accounts receivable, (v) $ 1.4 billion of assumed long-term debt that was paid in full in the fourth quarter of 2022, (vi) $ 544 million of net deferred tax liabilities and (vii) $ 526 million of Other current liabilities . Arena–– On March 11, 2022, we acquired Arena, a clinical stage company with development-stage therapeutic candidates in gastroenterology, dermatology and cardiology, for $ 100 per share in cash. The total fair value of the consideration transferred was $ 6.6 billion ($ 6.2 billion, net of cash acquired). In addition, $ 138 million in payments to Arena employees for the fair value of previously unvested long-term incentive awards was recognized as post-closing compensation expense and recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ). The final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed in 2023. In connection with this business combination, we recorded: (i) $ 5.5 billion in Identifiable intangible assets , consisting of $ 5.0 billion of IPR&D and $ 460 million of indefinite-lived licensing agreements and other, (ii) $ 1.0 billion of Goodwill and (iii) $ 490 million of net deferred tax liabilities. ReViral–– On June 9, 2022, we acquired ReViral, a privately held, clinical-stage biopharmaceutical company focused on discovering, developing and commercializing novel antiviral therapeutics that target respiratory syncytial virus, for a total consideration of up to $ 536 million, including upfront payments of $ 436 million upon closing (including a base payment of $ 425 million plus working capital adjustments) and an additional $ 100 million contingent upon a future development milestone for a secondary pipeline asset. It was subsequently determined the applicable milestone was not achieved. We accounted for the transaction as an asset acquisition since the lead asset, sisunatovir, represented substantially all of the fair value of the gross assets acquired. At the acquisition date, we recorded a $ 426 million charge representing an acquired IPR&D asset with no alternative Pfizer Inc. 2023 Form 10-K 66 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies use in Acquired in-process research and development expenses , which is presented as a cash outflow from operating activities. Other assets acquired and liabilities assumed were not significant. Trillium–– On November 17, 2021, we acquired all of the issued and outstanding common stock not already owned by Pfizer of Trillium, a clinical stage immuno-oncology company developing therapies targeting cancer immune evasion pathways and specific cell targeting approaches, for $ 18.50 per share in cash, for total consideration of $ 2.0 billion, net of cash acquired. As a result, Trillium became our wholly owned subsidiary. We previously held a 2 % ownership investment in Trillium. Trillium’s lead program, TTI-622, is an investigational fusion protein that is designed to block the inhibitory activity of CD47, a molecule that is overexpressed by a wide variety of tumors. We accounted for the transaction as an asset acquisition since the lead asset, TTI-622, represented substantially all of the fair value of the gross assets acquired, which exclude cash acquired. At the acquisition date, we recorded a $ 2.1 billion charge representing an acquired IPR&D asset with no alternative future use in Acquired in-process research and development expenses , of which the $ 2.0 billion net cash consideration is presented as a cash outflow from operating activities. In connection with this acquisition, we recorded $ 256 million of assets acquired primarily consisting of cash and investments. Liabilities assumed were approximately $ 81 million. Pro forma information for the aforementioned acquisitions (except for Seagen) has not been presented because these acquisitions were not material to our consolidated financial statements. B. Divestitures Divestiture of Early-Stage Rare Disease Gene Therapy Portfolio– –On September 19, 2023, we completed an agreement with Alexion, under which Alexion purchased and licensed the assets of our early-stage rare disease gene therapy portfolio. This agreement is consistent with our previously announced strategy to pivot from viral capsid-based gene therapy approaches to harnessing new platform technologies that we believe can have a transformative impact on patients, such as mRNA or in vivo gene editing. Under the terms of the agreement, Alexion will pay us total consideration of up to $ 1 billion, consisting of an upfront payment of $ 300 million which was paid at closing and future contingent milestone payments, plus tiered royalties based on annual net sales of the assets. In connection with the closing of the transaction, Pfizer recognized a $ 222 million pre-tax gain in Other (income)/deductions––net (see Note 4 ). Discontinued Operations Meridian–– On December 31, 2021, we completed the sale of our Meridian subsidiary for approximately $ 51 million in cash and recognized a loss of approximately $ 167 million, net of tax, in Discontinued operations––net of tax . In connection with the sale, Pfizer and the purchaser of Meridian entered into various agreements to provide a framework for our relationship after the sale, including interim TSAs and an MSA. Services under the TSAs are completed as of December 31, 2023. The MSA is for a term of three years post sale with a two year extension period. Amounts recorded under the interim TSAs and MSA in 2023 and 2022 were not material to our operations. No amounts were recorded under these arrangements in 2021. Upjohn Separation and Combination with Mylan–– In connection with the 2020 spin-off and the combination of the Upjohn Business with Mylan to form Viatris, Pfizer and Viatris entered into various agreements, including a separation and distribution agreement, interim operating models, including agency arrangements, MSAs, TSAs, a tax matters agreement, and an employee matters agreement, among others. The interim agency operating model arrangements primarily include billings, collections and remittance of rebates that we are performing on a transitional basis on behalf of Viatris. Under the MSAs, Pfizer or Viatris, as the case may be, manufactures, labels and packages products for the other party. The terms of the MSAs range in initial duration from four to seven years post-separation. Services under the TSAs were largely completed as of December 31, 2023. Amounts recorded under the above agreements in 2023, 2022 and 2021 were not material to our operations. Net amounts due to Viatris under the above agreements were $ 33 million as of December 31, 2023 and $ 94 million as of December 31, 2022. The cash flows associated with the above agreements are included in Net cash provided by operating activities from continuing operations, except for a $ 277 million payment to Viatris made in 2021 pursuant to terms of the separation agreement, which is reported in Other financing activities, net . Pfizer Inc. 2023 Form 10-K 67 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Components of Discontinued operations––net of tax: Year Ended December 31, (a) (MILLIONS) 2023 2022 2021 Total revenues $ — $ — $ 277 Costs and expenses: Cost of sales — — 204 Selling, informational and administrative expenses — 8 26 Research and development expenses — — 9 Acquired in-process research and development expenses — — — Amortization of intangible assets — — 45 Restructuring charges and certain acquisition-related costs — — 2 Other (income)/deductions––net ( 11 ) ( 20 ) 365 Pre-tax income/(loss) from discontinued operations 11 12 ( 375 ) Provision/(benefit) for taxes on income 26 13 ( 107 ) Income/(loss) from discontinued operations––net of tax ( 15 ) ( 1 ) ( 268 ) Pre-tax gain/(loss) on sale of discontinued operations — 10 ( 211 ) Provision/(benefit) for taxes on income — 2 ( 44 ) Gain/(loss) on sale of discontinued operations––net of tax — 7 ( 167 ) Discontinued operations––net of tax $ ( 15 ) $ 6 $ ( 434 ) (a) In 2023 and 2022, Discontinued operations—net of tax relates to post-close adjustments. In 2021, Discontinued operations—net of tax primarily includes (i) the operations of Meridian prior to its sale on December 31, 2021 recognized in Income/(loss) from discontinued operations—net of tax, which includes a pre-tax expense to resolve an MDL relating to EpiPen against the Company in the U.S. District Court for the District of Kansas for $ 345 million; and (ii) the after tax loss of $ 167 million related to the sale of Meridian recognized in Gain/(loss) on sale of discontinued operations––net of tax. To a much lesser extent, Discontinued operations—net of tax in 2021 also includes the operations of the Mylan-Japan collaboration prior to its termination on December 21, 2020 and post-close adjustments directly related to our former Upjohn and Nutrition discontinued businesses, including adjustments for tax, benefits and legal-related matters recognized in Income/(loss) from discontinued operations—net of tax. C. Equity-Method Investments Haleon/Consumer Healthcare JV–– On July 18, 2022, GSK completed a demerger of the Consumer Healthcare JV which became Haleon, an independent, publicly traded company listed on the London Stock Exchange that holds the joint historical consumer healthcare business of GSK and Pfizer following the demerger. We continue to own 32 % of Haleon as of December 31, 2023. The carrying value of our investment in Haleon as of December 31, 2023 and December 31, 2022 was $ 11.5 billion and $ 10.8 billion, respectively, and is reported in Equity-method investments . The fair value of our investment in Haleon as of December 31, 2023, based on quoted market prices of Haleon stock, was $ 12.1 billion. Haleon/the Consumer Healthcare JV is a foreign investee whose reporting currency is the U.K. pound, and therefore we translate its financial statements into U.S. dollars and recognize the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income. The increase in the value of our investment from December 31, 2022 to December 31, 2023 is primarily due to our share of Haleon’s earnings of $ 489 million as well as $ 280 million in pre-tax foreign currency translation adjustments (see Note 6 ), partially offset by $ 153 million in dividends. We record our share of earnings from Haleon/the Consumer Healthcare JV on a quarterly basis on a one-quarter lag in Other (income)/deductions––net . Our total share of Haleon’s earnings generated in the fourth quarter of 2022 and the first nine months of 2023, which we recorded in our operating results in 2023, was $ 489 million. Our total share of Haleon/the Consumer Healthcare JV’s earnings generated in the fourth quarter of 2021 and the first nine months of 2022, which we recorded in our operating results in 2022, was $ 536 million. Our total share of the JV’s earnings generated in the fourth quarter of 2020 and the first nine months of 2021, which we recorded in our operating results in 2021, was $ 495 million. As part of the initial accounting for our investment in the Consumer Healthcare JV in 2019, we determined that the difference between the initial fair value of our investment less our underlying equity in the carrying value of the net assets of the JV resulted in an initial excess basis difference of $ 4.8 billion. We allocated the difference primarily to inventory, definite-lived intangible assets, indefinite-lived intangible assets, related deferred tax liabilities, and equity-method goodwill. We recognize amortization of these basis differences in Other (income)/deductions––net . Amortization of basis differences on inventory and related deferred tax liabilities was completely recognized by the second quarter of 2020. Basis differences on definite-lived intangible assets and related deferred tax liabilities are being amortized over the lives of the underlying assets, which range from 8 to 20 years. In 2022, our equity-method income included in Other (income)/ deductions––net also included charges of $ 100 million, primarily for adjustments to our equity-method basis differences related to the separation of Haleon/the Consumer Healthcare JV from GSK. The total amortization and adjustment of basis differences resulting from the excess of the initial fair value of our investment over the underlying equity in the carrying value of the net assets of Haleon/the Consumer Healthcare JV was not material to our results of operations in 2023 and 2021. See Note 4 . Pfizer Inc. 2023 Form 10-K 68 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Summarized financial information for our equity-method investee, Haleon/the Consumer Healthcare JV, as of September 30, 2023, the most recent period available, and as of September 30, 2022 and for the periods ending September 30, 2023, 2022, and 2021 is as follows: (MILLIONS) September 30, 2023 September 30, 2022 Current assets $ 5,876 $ 5,932 Noncurrent assets 36,954 35,204 Total assets $ 42,830 $ 41,137 Current liabilities $ 6,117 $ 5,235 Noncurrent liabilities 15,744 17,220 Total liabilities $ 21,862 $ 22,455 Equity attributable to shareholders $ 20,719 $ 18,455 Equity attributable to noncontrolling interests 249 227 Total net equity $ 20,968 $ 18,682 For the Twelve Months Ending (MILLIONS) September 30, 2023 September 30, 2022 September 30, 2021 Net sales $ 13,921 $ 13,566 $ 12,836 Cost of sales ( 5,580 ) ( 5,081 ) ( 4,755 ) Gross profit $ 8,341 $ 8,486 $ 8,081 Income from continuing operations 1,606 1,745 1,614 Net income 1,606 1,745 1,614 Income attributable to shareholders 1,528 1,675 1,547 In connection with GSK’s previously announced planned demerger of at least 80 % of GSK’s 68 % equity interest in the Consumer Healthcare JV, in March 2022 the Consumer Healthcare JV completed its offering of a total aggregate principal amount of $ 8.75 billion in U.S. dollar-denominated senior notes of various maturities, € 2.35 billion in euro-denominated senior notes of various maturities and £ 700 million in U.K. pound-denominated senior notes of various maturities (collectively, the “notes”). The notes were guaranteed by GSK generally up to and excluding the date of the demerger (the “Guarantee Assumption Date”). We agreed to indemnify GSK for 32 % (representing our pro rata equity interest in the Consumer Healthcare JV) of any amount payable by GSK pursuant to its guarantee of the notes. Our indemnity was provided solely for the benefit of GSK. Neither we nor any of our subsidiaries were an issuer or guarantor of any of the notes. Following its issuance of the notes in March 2022, which fell in our international second quarter of 2022, the Consumer Healthcare JV loaned to us and GSK the net proceeds received from the notes on a pro rata equity ownership basis, for which we received a loan of £ 2.9 billion ($ 3.7 billion as of the end of our second quarter of 2022), at an interest rate of 1.365 % per annum payable semi-annually in arrears. In conjunction with the demerger, we received £ 3.5 billion ($ 4.2 billion) in dividends from the JV in July 2022, of which $ 4.0 billion related to a one-time pre-separation dividend, which decreased the carrying value of our investment and are included in Net cash provided by/(used in) investing activities . Simultaneous with the receipt of the dividends, we repaid the £ 2.9 billion loan from the JV. GSK similarly received pro rata dividends and simultaneously repaid its pro rata loan from the JV. In conjunction with these transactions, our indemnification of GSK’s guarantee discussed above was terminated. Investment in ViiV–– In 2009, we and GSK created ViiV, which is focused on research, development and commercialization of human immunodeficiency virus (HIV) medicines. We own approximately 11.7 % of ViiV, and prior to 2016 we accounted for our investment under the equity method due to the significant influence that we have over the operations of ViiV through our board representation and minority veto rights. We suspended application of the equity method to our investment in ViiV in 2016 when the carrying value of our investment was reduced to zero due to the recognition of cumulative equity-method losses and dividends, and therefore we no longer record our proportionate share of ViiV’s net income (loss) in our results of operations. Since 2016, we have recognized dividends from ViiV as income in Other (income)/deductions––net when earned, including dividends of $ 265 million in 2023, $ 314 million in 2022 and $ 166 million in 2021 (see Note 4 ). Summarized financial information for our equity-method investee, ViiV, as of December 31, 2023 and 2022 and for the years ending December 31, 2023, 2022, and 2021 is as follows: As of December 31, (MILLIONS) 2023 2022 Current assets $ 4,237 $ 4,043 Noncurrent assets 3,009 3,014 Total assets $ 7,245 $ 7,057 Current liabilities $ 4,085 $ 3,780 Noncurrent liabilities 5,998 5,996 Total liabilities $ 10,083 $ 9,777 Total net equity/(deficit) attributable to shareholders $ ( 2,838 ) $ ( 2,720 ) Pfizer Inc. 2023 Form 10-K 69 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Year Ended December 31, (MILLIONS) 2023 2022 2021 Net sales $ 7,845 $ 6,955 $ 6,380 Cost of sales ( 1,060 ) ( 819 ) ( 682 ) Gross profit $ 6,785 $ 6,135 $ 5,698 Income from continuing operations 3,090 3,108 2,040 Net income 3,090 3,108 2,040 Income attributable to shareholders 3,090 3,108 2,040 D. Licensing Arrangement Agreement with Valneva–– In June 2022, we entered into an Equity Subscription Agreement, under which we invested € 90.5 million ($ 95 million) in Valneva to further support our arrangement to co-develop and commercialize Lyme disease vaccine candidate, VLA15, which we originally entered into with Valneva in 2020. In addition, we updated the terms of our existing co-development and commercialization agreement for VLA15. Valneva will now fund 40 % of the remaining shared development costs, and we will pay Valneva tiered royalties ranging from 14 % to 22 %, compared to royalties starting at 19 % in the initial agreement. In addition, the royalties will be complemented by up to $ 100 million in milestones payable to Valneva based on cumulative sales. Other early commercialization milestones are unchanged. As of December 31, 2023, we held a 6.9 % equity stake of Valneva. E. Collaborative Arrangements We enter into collaborative arrangements with respect to in-line medicines, as well as medicines in development that require completion of research and regulatory approval. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity, typically a research and/or commercialization effort, where both we and our partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Our rights and obligations under our collaborative arrangements vary. For example, we have agreements to co-promote pharmaceutical products discovered by us or other companies, and we have agreements where we partner to co-develop and/or participate together in commercializing, marketing, promoting, manufacturing and/or distributing a drug product or vaccine. Collaboration with Biohaven–– In November 2021, we entered into a collaboration and license agreement and related sublicense agreement with Biohaven and certain of its subsidiaries to commercialize rimegepant and zavegepant for the treatment and prevention of migraines outside of the U.S., subject to regulatory approval. Under the terms of the agreement, Biohaven would lead R&D globally and we would have the exclusive right to commercialization globally, outside of the U.S. Upon the closing of the transaction on January 4, 2022, we paid Biohaven $ 500 million, including an upfront payment of $ 150 million and an equity investment of $ 350 million. We recognized $ 263 million for the upfront payment and premium paid on our equity investment in Acquired in-process research and development expenses . In October 2022, we acquired all outstanding common shares of Biohaven not already owned by us for $ 148.50 per share, in cash, for payments of approximately $ 11.5 billion. See Note 2A . This acquisition represented a settlement of the pre-existing relationship, and we determined that no gain or loss was required to be recognized. Collaborations with BioNTech–– On December 30, 2021, we entered into a research, development and commercialization agreement to develop a potential first mRNA-based vaccine for the prevention of shingles (herpes zoster virus) based on BioNTech’s proprietary mRNA technology and our antigen technology. Under the terms of the agreement, we agreed to pay BioNTech $ 225 million, including an upfront cash payment of $ 75 million and an equity investment of $ 150 million. BioNTech is eligible to receive future regulatory and sales milestone payments of up to $ 200 million. In return, BioNTech agreed to pay us $ 25 million for our proprietary antigen technology. The net upfront payment to BioNTech was recorded to Acquired in-process research and development expenses in our fourth quarter of 2021. We and BioNTech share development costs. We will have commercialization rights to the potential vaccine worldwide, excluding Germany, Turkey and certain developing countries where BioNTech will have commercialization rights. We and BioNTech will share gross profits from commercialization of any product. As of December 31, 2023, we held an equity stake of 2.7 % of BioNTech. On April 9, 2020, we signed a global agreement with BioNTech to co-develop a mRNA-based coronavirus vaccine program aimed at preventing COVID-19 infection, which resulted in the development of Comirnaty. On January 29, 2021, we and BioNTech signed an amended version of the April 2020 agreement. Under the January 2021 agreement, BioNTech paid us their 50 percent share of prior development costs in a lump sum payment during the first quarter of 2021. Further R&D costs are being shared equally. We have commercialization rights to the vaccine worldwide, excluding Germany and Turkey where BioNTech markets and distributes the vaccine under the agreement with us, and excluding China, Hong Kong, Macau and Taiwan, which are subject to a separate collaboration between BioNTech and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. We recognize revenues and cost of sales on a gross basis in markets where we are commercializing the vaccine and we record our share of gross profits related to sales of the vaccine by BioNTech in Germany and Turkey in Alliance revenues . Collaboration with Beam–– On December 24, 2021, we entered into a multi-year research collaboration with Beam to utilize Beam’s in vivo base editing programs, which use mRNA and lipid nanoparticles, for three targets for rare genetic diseases of the liver, muscle and central nervous system. Under the terms of the agreement, Beam conducts all research activities through development candidate selection for three undisclosed targets, which are not included in Beam’s existing programs, and we may opt in to obtain exclusive licenses to each development candidate. Beam has a right to opt in, at the end of phase 1/2 studies, upon the payment by Beam of an option exercise fee, to a global co-development and co-commercialization agreement with respect to one program licensed under the collaboration pursuant to which we and Beam would share net profits as well as development and commercialization costs in a 65 %/ 35 % ratio (Pfizer/Beam). Upon entering into the agreement, we recorded $ 300 million in Acquired in-process research and development expenses in the fourth quarter of 2021 for an upfront payment due to Beam, and if we exercise our opt in to licenses for all three targets, Beam will be eligible for up to an additional $ 1.05 billion in development, regulatory and commercial milestone payments for a potential total deal consideration of up to $ 1.35 billion. Beam is also eligible to receive royalties on global net sales for each licensed program. Pfizer Inc. 2023 Form 10-K 70 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Collaboration with Arvinas–– On July 21, 2021, we entered into a global collaboration with Arvinas to develop and commercialize ARV-471, an investigational oral PROTAC ® (PROteolysis TArgeting Chimera) estrogen receptor protein degrader. The estrogen receptor is a well-known disease driver in most breast cancers. In connection with the agreement, we made an upfront cash payment of $ 650 million to Arvinas and we made a $ 350 million equity investment in the common stock of Arvinas. We recognized $ 706 million for the upfront payment and a premium paid on our equity investment in Acquired in-process research and development expenses in our third quarter of 2021. Arvinas is also eligible to receive up to $ 400 million in approval milestones and up to $ 1 billion in commercial milestones. The companies equally share worldwide development costs, commercialization expenses and profits. As of December 31, 2023, we held a 5.1 % equity stake of Arvinas. Summarized Financial Information for Collaborative Arrangements The following provides the amounts and classification of payments (income/(expense)) between us and our collaboration partners: Year Ended December 31, (MILLIONS) 2023 2022 2021 Product revenues (a) $ 212 $ 437 $ 590 Alliance revenues (b) 7,582 8,537 7,652 Total revenues from collaborative arrangements $ 7,795 $ 8,974 $ 8,241 Cost of sales (c) $ ( 4,277 ) $ ( 15,589 ) $ ( 16,169 ) Selling, informational and administrative expenses (d) ( 267 ) ( 196 ) ( 175 ) Research and development expenses (e) 219 272 314 Acquired in-process research and development expenses (f) ( 13 ) ( 339 ) ( 1,056 ) Other income/(deductions)—net (g) 630 664 820 (a) Represents sales to our partners of products manufactured by us. (b) Substantially all relates to amounts earned from our partners under co-promotion agreements. The decrease in 2023 was primarily driven by a decline in Alliance revenues from Comirnaty, partially offset by an increase in Alliance revenues from Eliquis. The increase in 2022 was primarily driven by increases in Alliance revenues from Eliquis, Comirnaty and Bavencio. (c) Primarily relates to amounts paid to collaboration partners for their share of net sales or profits earned in collaboration arrangements where we are the principal in the transaction, and cost of sales for inventory purchased from our partners. The decreases in 2023 and in 2022 primarily relate to Comirnaty. (d) Represents net reimbursements to our partners for selling, informational and administrative expenses incurred. (e) Represents net reimbursements from our partners for research and development expenses incurred. (f) Primarily relates to upfront payments to our partners as well as premiums paid on our equity investments in the common stock of our partners. (g) Primarily relates to royalties from our collaboration partners. The amounts outlined in the above table do not include transactions with third parties other than our collaboration partners, or other costs for the products under the collaborative arrangements. F. Research and Development Arrangement Research and Development Funding Arrangement with Blackstone–– In April 2023, we entered into an arrangement with Blackstone under which we will receive up to a total of $ 550 million in 2023 through 2026 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2023 was $ 175 million. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $ 468 million contingent upon the successful results of the clinical trials. Fixed milestone payments due upon approval will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $ 550 million in total based on achievement of certain levels of cumulative applicable net sales, as well as royalties based on a mid-to-high single digit percentage of the applicable net sales. Fixed sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product, and royalties on net sales will be recorded as Cost of sales when incurred. Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives A. Restructuring Programs Transforming to a More Focused Company Program–– In 2019, we announced that we would be incurring costs associated with our Transforming to a More Focused Company Program, a multi-year effort to ensure our cost base aligned appropriately with our operating structure following Pfizer’s transformation into a more focused, innovative science-based global biopharmaceutical business. This program included activities to (i) restructure our corporate enabling functions to appropriately support our operating structure; (ii) transform our commercial go-to-market model; and (iii) optimize our manufacturing network and R&D operations. The costs to restructure our corporate enabling functions, and to optimize our R&D operations and reduce cycle times, as well as to further prioritize our internal R&D portfolio, primarily included severance and implementation costs. The costs to optimize our manufacturing network largely included severance, implementation costs, product transfer costs, site exit costs, and accelerated depreciation. From the start of this program in the fourth quarter of 2019 through December 31, 2023, we incurred costs of $ 4.0 billion, of which $ 1.5 billion ($ 1.0 billion of restructuring charges) was associated with our Biopharma segment and have substantially completed this program. Pfizer Inc. 2023 Form 10-K 71 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Realigning our Cost Base Program–– In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program that aims to realign our costs with our longer-term revenue expectations. We expect costs associated with this multi-year effort to continue through 2024 and to total approximately $ 3.0 billion, primarily representing cash expenditures for severance and implementation costs, of which $ 1.1 billion is associated with our Biopharma segment. In 2023, we incurred costs under this program of $ 1.7 billion, of which $ 674 million (including $ 665 million of restructuring charges) is associated with our Biopharma segment. B. Key Activities The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives: Year Ended December 31, (MILLIONS) 2023 2022 2021 Restructuring charges/(credits): Employee terminations $ 1,622 $ 776 $ 680 Asset impairments 227 52 53 Exit costs/(credits) 119 54 8 Restructuring charges/(credits) (a) 1,968 882 741 Transaction costs (b) 190 144 20 Integration costs and other (c) 785 348 41 Restructuring charges and certain acquisition-related costs 2,943 1,375 802 Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net ( 7 ) ( 9 ) ( 63 ) Additional depreciation––asset restructuring recorded in our consolidated statements of income as follows (d) : Cost of sales 31 34 63 Selling, informational and administrative expenses 1 2 23 Total additional depreciation––asset restructuring 32 36 87 Implementation costs recorded in our consolidated statements of income as follows (e) : Cost of sales 67 54 45 Selling, informational and administrative expenses 289 560 426 Research and development expenses 101 2 1 Total implementation costs 457 616 472 Total costs associated with acquisitions and cost-reduction/productivity initiatives $ 3,426 $ 2,018 $ 1,298 (a) Primarily represents cost-reduction initiatives. Amounts associated with our Biopharma segment: $ 672 million for 2023 (including charges of $ 665 million for Realigning our Cost Base Program and credits of $ 20 million for Transforming to a More Focused Company program), $ 354 million for 2022 (including charges of $ 291 million for Transforming to a More Focused Company program) and $ 610 million for 2021 (including charges of $ 612 million for Transforming to a More Focused Company program). (b) Represents external costs for banking, legal, accounting and other similar services. (c) Represents external, incremental costs directly related to integrating acquired businesses, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs. 2023 costs mostly relate to our acquisition of Seagen, including $ 476 million that was recognized as a post-closing compensation expense for payments to Seagen employees in the fourth quarter of 2023 for the fair value of long-term incentive awards that vested upon closing and the expense for employee incentive awards issued in contemplation of the merger. 2022 costs mostly related to our acquisitions of Arena and GBT, including $ 138 million in payments to Arena employees in the first quarter of 2022 and $ 136 million in payments to GBT employees in the fourth quarter of 2022 for the fair value of previously unvested long-term incentive awards that was recognized as post-closing compensation expense. See Note 2A . 2021 costs primarily related to our acquisition of Trillium. (d) Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions. (e) Represents external, incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives. The following summarizes the components and changes in restructuring accruals: (MILLIONS) Employee Termination Costs Asset Impairment Charges Exit Costs Accrual Balance, January 1, 2022 $ 1,014 $ — $ 57 $ 1,071 Provision 776 52 54 882 Utilization and other (a) ( 594 ) ( 52 ) ( 103 ) ( 750 ) Balance, December 31, 2022 (b) 1,196 — 8 1,204 Provision 1,622 227 119 1,968 Utilization and other (a) ( 840 ) ( 227 ) ( 116 ) ( 1,184 ) Balance, December 31, 2023 (c) $ 1,978 $ — $ 11 $ 1,988 (a) Other activity includes adjustments for foreign currency translation that are not material to our consolidated financial statements. (b) Included in Other current liabilities ($ 991 million) and Other noncurrent liabilities ($ 213 million). (c) Included in Other current liabilities ($ 1.3 billion) and Other noncurrent liabilities ($ 663 million). Pfizer Inc. 2023 Form 10-K 72 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Note 4. Other (Income)/Deductions—Net Components of Other (income)/deductions––net include: Year Ended December 31, (MILLIONS) 2023 2022 2021 Interest income $ ( 1,624 ) $ ( 251 ) $ ( 36 ) Interest expense (a) 2,209 1,238 1,291 Net interest expense (b) 585 987 1,255 Royalty-related income ( 1,058 ) ( 845 ) ( 857 ) Net (gains)/losses recognized during the period on equity securities (c) ( 1,590 ) 1,273 ( 1,344 ) Income from collaborations, out-licensing arrangements and sales of compound/product rights (d) ( 154 ) ( 188 ) ( 396 ) Net periodic benefit costs/(credits) other than service costs ( 610 ) ( 849 ) ( 2,547 ) Certain legal matters, net (e) 474 230 182 Certain asset impairments (f) 3,024 421 86 Haleon/Consumer Healthcare JV equity method (income)/loss (g) ( 505 ) ( 436 ) ( 471 ) Other, net (h) ( 1,002 ) ( 378 ) ( 786 ) Other (income)/deductions––net $ ( 835 ) $ 217 $ ( 4,878 ) (a) Capitalized interest totaled $ 160 million in 2023, $ 124 million in 2022 and $ 108 million in 2021. (b) The decrease in net interest expense in 2023 reflects higher interest expense driven by our $ 31 billion aggregate principal amount of senior unsecured notes issued in May 2023 as part of the financing for our acquisition of Seagen, which was more than offset by higher interest income on the investment of the net proceeds from the debt issuance. (c) 2023 net gains primarily include, among other things, a realized gain of $ 1.7 billion related to our investment in Telavant Holdings, Inc. and unrealized gains of $ 297 million related to our investment in Cerevel Therapeutics Holdings, Inc (Cerevel), partially offset by unrealized losses of $ 292 million related to our investment in BioNTech. 2022 net losses included, among other things, unrealized losses of $ 986 million related to investments in BioNTech, Allogene Therapeutics, Inc. and Arvinas. 2021 net gains included, among other things, unrealized gains of $ 1.6 billion related to investments in BioNTech and Cerevel. (d) 2021 included, among other things, $ 188 million of net collaboration income from BioNTech related to Comirnaty. (e) 2023 primarily includes certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer and legal obligations related to pre-acquisition matters. 2022 primarily included certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer. 2021 primarily included certain product liability expenses related to products discontinued and/or divested by Pfizer, and to a lesser extent, legal obligations related to pre-acquisition matters. (f) 2023 primarily represents intangible asset impairment charges of $ 3.0 billion, of which $ 2.9 billion is associated with our Biopharma segment ($ 2.8 billion recorded in the fourth quarter), including: $ 1.4 billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, $ 964 million for Prevnar 13 developed technology rights ($ 834 million for pediatric and $ 130 million for adult), due to updated commercial forecasts mainly reflecting a transition to higher serotype coverage, and $ 486 million for various other IPR&D assets and developed technology rights, due to updated commercial forecasts mainly reflecting competitive pressures and/or prioritization decisions. 2023 also includes $ 128 million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflects unfavorable pivotal trial results and updated commercial forecasts. 2022 represented intangible asset impairment charges associated with our Biopharma segment of: $ 200 million for an IPR&D asset for the unapproved indication of symptomatic dilated cardiomyopathy due to a mutation of the gene encoding the lamin A/C protein that resulted from the Phase 3 trial reaching futility at a pre-planned interim analysis and $ 171 million for developed technology rights due to updated commercial forecasts mainly reflecting competitive pressures. 2022 also included intangible asset impairment charges of $ 50 million associated with PC1, related to finite-lived licensing agreements and reflected updated contract manufacturing forecasts reflecting changes to market dynamics. (g) See Note 2C . (h) 2023 includes, among other things, (i) dividend income of $ 265 million from our investment in ViiV and $ 211 million from our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary and (ii) a $ 222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion. 2022 included, among other things, (i) dividend income of $ 314 million from our investment in ViiV, (ii) income net of costs associated with TSAs of $ 142 million and (iii) charges of $ 77 million, reflecting the change in the fair value of contingent consideration. 2021 included, among other things, (i) income net of costs associated with TSAs of $ 288 million, (ii) dividend income of $ 166 million from our investment in ViiV and (iii) charges of $ 142 million, reflecting the change in the fair value of contingent consideration. Additional information about the intangible assets that were impaired during 2023 follows: Year Ended Fair Value (a) December 31, 2023 (MILLIONS) Amount Level 1 Level 2 Level 3 Impairment Intangible assets––IPR&D (b) $ 3,860 $ — $ — $ 3,860 $ 1,704 Intangible assets––Developed technology rights (b) 1,942 — — 1,942 1,184 Intangible assets––Licensing agreements and other (b) — — — — 120 Total $ 5,802 $ — $ — $ 5,802 $ 3,008 (a) The fair value amounts are presented as of the date of impairment, as these assets are not measured at fair value on a recurring basis. See also Note 1E . (b) Reflects intangible assets written down to fair value in 2023. Fair value was determined using the income approach, specifically the multi-period excess earnings method, also known as the discounted cash flow method. We started with a forecast of all the expected net cash flows for the asset and then applied an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the product; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows. Pfizer Inc. 2023 Form 10-K 73 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Note 5. Tax Matters A. Taxes on Income from Continuing Operations Components of Income from continuing operations before provision/(benefit) for taxes on income include: Year Ended December 31, (MILLIONS) 2023 2022 2021 United States $ ( 4,411 ) $ 5,032 $ 6,064 International 5,469 29,697 18,247 Income from continuing operations before provision/(benefit) for taxes on income ( a), (b) $ 1,058 $ 34,729 $ 24,311 (a) 2023 v. 2022 –– The domestic loss in 2023 versus domestic income in 2022 and the decrease in international income in 2023 was primarily attributable to lower revenues, higher intangible asset impairment charges, and increases in Restructuring charges and certain acquisition-related costs , Amortization of intangible assets , and Selling, informational and administrative expenses , partially offset by a decrease in Cost of sales and net gains on equity securities in 2023 versus net losses on equity securities in 2022 . (b) 2022 v. 2021 –– The decrease in domestic income is primarily related to net losses on equity securities in 2022 versus net gains on equity securities in 2021, lower net periodic benefit credits and higher restructuring charges and certain acquisition-related costs, partially offset by Paxlovid income and lower acquired IPR&D expenses. The increase in international income is primarily related to Paxlovid and Comirnaty income partially offset by lower net periodic benefit credits. Components of Provision/(benefit) for taxes on income based on the location of the taxing authorities include: Year Ended December 31, (MILLIONS) 2023 2022 2021 United States Current income taxes: Federal $ 1,321 $ 2,744 $ 3,342 State and local ( 135 ) ( 20 ) 34 Deferred income taxes: Federal ( 2,606 ) ( 3,271 ) ( 3,850 ) State and local ( 184 ) ( 310 ) ( 491 ) Total U.S. tax provision/(benefit) ( 1,605 ) ( 857 ) ( 964 ) International Current income taxes 1,142 4,368 2,769 Deferred income taxes ( 652 ) ( 183 ) 48 Total international tax provision/(benefit) 490 4,185 2,816 Provision/(benefit) for taxes on income $ ( 1,115 ) $ 3,328 $ 1,852 The changes in Provision/(benefit) for taxes on income impacting the effective tax rate year-over-year are summarized below: 2023 v. 2022 The tax benefit of $ 1.1 billion for 2023 compared to the tax provision of $ 3.3 billion for 2022 was primarily a result of changes in the jurisdictional mix of earnings and the resolution of uncertain tax positions in various markets. The 2023 pre-tax income included a greater percentage of expenses taxed at higher rates as compared to the 2022 pre-tax income, resulting in a 2023 tax benefit compared to the 2022 tax provision. These expenses included amortization expense, acquisition-related costs, restructuring charges and intangible asset impairment charges. The tax benefit for 2023 and the tax provision for 2022 included tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years. The tax provision for 2022 also included the closing of U.S. IRS audits covering five tax years. 2022 v. 2021 The higher effective tax rate in 2022 was mainly the result of: • the non-recurrence of certain initiatives executed in 2021 associated with our investment in the Consumer Healthcare JV with GSK based on estimates and assumptions that we believe to be reasonable, partially offset by: • tax benefits in 2022 related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years that included the closing of U.S. IRS audits covering five tax years. In all years, federal, state and international net tax liabilities assumed or established as part of a business acquisition are not included in Provision/(benefit) for taxes on income (see Note 2A ). We elected, with the filing of our 2018 U.S. Federal Consolidated Income Tax Return, to pay our initial estimated $ 15 billion repatriation tax liability on accumulated post-1986 foreign earnings over eight years through 2026. The fifth annual installment of this liability was paid by its April 18, 2023 due date. The sixth annual installment is due April 15, 2024 and is reported in current Income taxes payable as of December 31, 2023. The remaining liability is reported in noncurrent Other taxes payable. Our obligations may vary as a result of changes in our uncertain tax positions and/or availability of attributes such as foreign tax and other credit carryforwards. Pfizer Inc. 2023 Form 10-K 74 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies B. Tax Rate Reconciliation The reconciliation of the U.S. statutory income tax rate to our effective tax rate for Income from continuing operations follows: Year Ended December 31, 2023 * 2022 2021 U.S. statutory income tax rate 21.0 % 21.0 % 21.0 % Taxation of non-U.S. operations (a), (b) ( 21.1 ) ( 5.0 ) ( 4.3 ) Tax settlements and resolution of certain tax positions (c) ( 40.3 ) ( 3.0 ) ( 0.4 ) Foreign-Derived Intangible Income deduction (d) ( 33.1 ) ( 1.9 ) ( 0.6 ) State & local taxes (e) ( 22.4 ) — ( 0.5 ) Charitable contributions ( 7.3 ) ( 0.5 ) ( 0.6 ) Certain Consumer Healthcare JV initiatives (c) — — ( 6.0 ) U.S. R&D tax credit ( 15.8 ) ( 0.6 ) ( 0.5 ) Interest (f) 13.5 0.2 0.4 All other, net (g) 0.2 ( 0.6 ) ( 0.7 ) Effective tax rate for income from continuing operations ( 105.4 ) % 9.6 % 7.6 % * The higher rate percentages for the 2023 reconciling items are significantly impacted by the lower domestic and international Income from continuing operations before provision/(benefit) for taxes on income (see Note 5A ) . (a) For taxation of non-U.S. operations, this rate impact reflects the income tax rates and relative earnings in the locations where we do business outside the U.S., together with the U.S. tax cost on our international operations, changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions,” as well as changes in valuation allowances. Specifically: (i) the jurisdictional location of earnings is a significant component of our effective tax rate each year, and the rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of such earnings as compared to our total earnings; (ii) the U.S. tax implications of our foreign operations is a significant component of our effective tax rate each year and generally offsets some of the reduction to our effective tax rate each year resulting from the jurisdictional location of earnings; (iii) the impact of certain tax initiatives; and (iv) the impact of changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions” is a component of our effective tax rate each year that can result in either an increase or decrease to our effective tax rate. The jurisdictional mix of earnings, which includes the impact of the location of earnings as well as the U.S. tax cost on our international operations, can vary as a result of operating fluctuations in the normal course of business and as a result of the extent and location of other income and expense items, such as restructuring charges, asset impairments and gains and losses on strategic business decisions. See also Note 5A for the components of pre-tax income and Provision/(benefit) for taxes on income, which is based on the location of the taxing authorities, and for information about settlements and other items impacting Provision/(benefit) for taxes on income . (b) In all years, the reduction in our effective tax rate is a result of the jurisdictional location of earnings and is largely due to lower tax rates in certain jurisdictions, as well as manufacturing and other incentives for our subsidiaries in Singapore and, to a lesser extent, in Puerto Rico. We benefit from Puerto Rican tax incentives pursuant to a grant that expires during 2053. Under such grant, we are partially exempt from income, property and municipal taxes. In Singapore, we benefit from incentive tax rates effective through 2048 on income from manufacturing and other operations. (c) See Note 5A . (d) The higher rate benefit from the Foreign-Derived Intangible Income deduction in 2022 is mainly the result of the TCJA requirement to capitalize R&D costs for tax years beginning after December 31, 2021. (e) Includes the impact of U.S. state and local taxes and changes in the state valuation allowances including those related to the acquisition of Seagen. (f) Includes changes in interest related to our uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions”. (g) All other, net is primarily due to routine business operations. Pfizer Inc. 2023 Form 10-K 75 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies C. Deferred Taxes Components of our deferred tax assets and liabilities, shown before jurisdictional netting, follow: 2023 Deferred Tax* 2022 Deferred Tax* (MILLIONS) Assets (Liabilities) Assets (Liabilities) Prepaid/deferred items (a) $ 2,658 $ ( 654 ) $ 1,673 $ ( 533 ) Accrued/deferred royalties 1,655 — 2,127 — Deferred revenues (b) 471 — 95 — Inventories (c) 1,210 ( 1,060 ) 672 ( 262 ) Intangible assets (d) 1,526 ( 11,605 ) 1,445 ( 6,288 ) Property, plant and equipment 168 ( 2,039 ) 112 ( 1,845 ) Employee benefits (e) 1,085 ( 287 ) 1,314 ( 276 ) Restructurings and other charges 537 — 302 — Legal and product liability reserves 430 — 385 — Research and development (f) 6,275 — 4,137 — Net operating loss/tax credit carryforwards (g), (h) 2,708 — 2,224 — Unremitted earnings — ( 60 ) — ( 51 ) State and local tax adjustments 119 — 151 — Investments (i) 133 ( 395 ) 91 ( 208 ) All other 62 ( 72 ) 78 ( 56 ) 19,037 ( 16,172 ) 14,806 ( 9,519 ) Valuation allowances ( 1,738 ) — ( 1,541 ) — Total deferred taxes $ 17,299 $ ( 16,172 ) $ 13,265 $ ( 9,519 ) Net deferred tax asset/(liability) (j), (k) $ 1,128 $ 3,746 * The deferred tax assets and liabilities associated with global intangible low-taxed income are included in the relevant categories. See Note 1Q . (a) The increase in net deferred tax assets in 2023 is primarily related to temporary differences associated with the timing of cash tax payments made and accruals recorded in the ordinary course of business. (b) The increase in deferred tax assets in 2023 is primarily related to temporary differences associated with the non-cash revenue reversal for Paxlovid recorded in the fourth quarter of 2023. See Note 17C . (c) The decrease in net deferred tax assets in 2023 is primarily due to the acquisition of inventories related to Seagen, partially offset by the temporary differences associated with the non-cash charges for inventory write-offs for Paxlovid and Comirnaty. (d) The increase in net deferred tax liabilities in 2023 is primarily due to the acquisition of intangible assets related to Seagen, partially offset by the amortization of intangible assets and certain impairment charges. (e) The decrease in net deferred tax assets in 2023 is primarily due to changes in pension and postretirement benefit obligations, as well as the performance of plan assets reported in the period. See Note 11 . (f) The increase in deferred tax assets in 2023 is primarily related to the acquisition of capitalized R&D costs related to Seagen and the TCJA requirement to capitalize R&D costs for tax years beginning after December 31, 2021. (g) The increase in deferred tax assets in 2023 is primarily due to the acquisition of net operating loss carryforwards and credit carryforwards related to Seagen. See Note 2A . (h) The amounts in 2023 and 2022 are reduced for unrecognized tax benefits of $ 1.3 billion and $ 1.2 billion, respectively, where we have net operating loss carryforwards, similar tax losses, and/or tax credit carryforwards that are available, under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position. (i) The increase in net deferred tax liabilities in 2023 is primarily due to the impact of foreign currency translation adjustments related to our equity-method investment in Haleon/the Consumer Healthcare JV. See Note 2C . (j) In 2023, Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.8 billion), and Noncurrent deferred tax liabilities ($ 0.6 billion). In 2022, Noncurrent deferred tax assets and other noncurrent tax assets ($ 4.8 billion), and Noncurrent deferred tax liabilities ($ 1.0 billion). (k) Excludes indefinite- and definite-lived deferred tax assets for certain non-U.S. tax losses and interest carryforwards and U.S. state general business credits, totaling $ 11.1 billion, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized. We have carryforwards, primarily related to net operating and capital losses, general business credits, foreign tax credits and charitable contributions, which are available to reduce future U.S. federal and/or state, as well as international, income taxes payable with either an indefinite life or expiring at various times from 2024 to 2043. Certain of our U.S. net operating losses and general business credits are subject to limitations under IRC Section 382. As of December 31, 2023, we have not made a U.S. tax provision on $ 49.0 billion of unremitted earnings of our international subsidiaries. As these earnings are intended to be indefinitely reinvested overseas, the determination of a hypothetical unrecognized deferred tax liability as of December 31, 2023 is not practicable. The amount of indefinitely reinvested earnings is based on estimates and assumptions and subject to management evaluation, and is subject to change in the normal course of business based on operational cash flow, completion of local statutory financial statements and the finalization of tax returns and audits, among other things. Accordingly, we regularly update our earnings and profits analysis for such events. D. Tax Contingencies For a description of our accounting policies associated with accounting for income tax contingencies, see Note 1Q . Pfizer Inc. 2023 Form 10-K 76 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Uncertain Tax Positions As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon audit. As of December 31, 2023, we had $ 3.1 billion and as of December 31, 2022, we had $ 2.9 billion in net unrecognized tax benefits, excluding associated interest. • Tax assets for uncertain tax positions primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. As of December 31, 2023, we had $ 1.7 billion in assets associated with uncertain tax positions. These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.6 billion) and Other taxes payable ($ 45 million). As of December 31, 2022, we had $ 1.5 billion in assets associated with uncertain tax positions. These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.5 billion) and Other taxes payable ($ 45 million). • Substantially all of these unrecognized tax benefits, if recognized, would impact our effective income tax rate. The reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows: (MILLIONS) 2023 2022 2021 Balance, beginning $ ( 4,494 ) $ ( 6,068 ) $ ( 5,595 ) Acquisitions ( 46 ) ( 52 ) — Increases based on tax positions taken during a prior period (a) ( 158 ) ( 67 ) ( 111 ) Decreases based on tax positions taken during a prior period (a), (b) 310 1,339 103 Decreases based on settlements for a prior period (b), (c) 85 842 24 Increases based on tax positions taken during the current period (a) ( 515 ) ( 701 ) ( 550 ) Impact of foreign exchange ( 44 ) 90 22 Other, net (a), (d) 58 122 40 Balance, ending (e) $ ( 4,802 ) $ ( 4,494 ) $ ( 6,068 ) (a) Primarily included in Provision/(benefit) for taxes on income. (b) Primarily related to effectively settling certain issues with the U.S. and foreign tax authorities. See Not e 5A . (c) Primarily related to cash payments and reductions of tax attributes. (d) Primarily related to decreases as a result of a lapse of applicable statutes of limitations. (e) In 2023, included in Income taxes payable ($ 94 million), Other current assets ($ 1 million), Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.3 billion), Noncurrent deferred tax liabilities ($ 4 million) and Other taxes payable ($ 3.4 billion). In 2022, included in Income taxes payable ($ 40 million), Other current assets ($ 3 million), Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.2 billion), Noncurrent deferred tax liabilities ($ 5 million) and Other taxes payable ($ 3.2 billion). • Interest related to our unrecognized tax benefits is recorded in accordance with the laws of each jurisdiction and is recorded primarily in Provision/(benefit) for taxes on income . In 2023, we recorded a net increase in interest of $ 64 million. In 2022, we recorded a net decrease in interest of $ 17 million. In 2021, we recorded a net increase in interest of $ 108 million. Gross accrued interest totaled $ 605 million as of December 31, 2023 (reflecting a decrease of $ 11 million as a result of cash payments) and gross accrued interest totaled $ 552 million as of December 31, 2022 (reflecting a decrease of $ 31 million as a result of cash payments). In 2023 and 2022, these amounts were substantially all included in Other taxes payable. Accrued penalties are not significant. See also Note 5A . Status of Tax Matters and Potential Impact on Accruals for Uncertain Tax Positions The U.S. is one of our major tax jurisdictions, and we are regularly audited by the IRS. With respect to Pfizer, tax years 2016-2018 are under audit. Tax years 2019-2023 are open but not under audit. All other tax years are closed. In addition to the open audit years in the U.S., we have open audit years and certain related audits, appeals and investigations in certain major international tax jurisdictions such as Canada (2017-2023), Europe (2012-2023, primarily in Ireland, the U.K., France, Italy, Spain and Germany), Asia Pacific (2013-2023, primarily in Australia, China, Japan and Singapore) and Latin America (1998-2023, primarily in Brazil). Any settlements or statutes of limitations expirations could result in a significant decrease in our uncertain tax positions. We estimate that it is reasonably possible that within the next 12 months, our gross unrecognized tax benefits, exclusive of interest, could decrease by as much as $ 100 million , as a result of settlements with taxing authorities or the expiration of the statutes of limitations. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but our estimates of unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variation from such estimates could materially affect our financial statements in the period of settlement or when the statutes of limitations expire, as we treat these events as discrete items in the period of resolution. Finalizing audits with the relevant taxing authorities can include formal administrative and legal proceedings, and, as a result, it is difficult to estimate the timing and range of possible changes related to our uncertain tax positions, and such changes could be significant. Pfizer Inc. 2023 Form 10-K 77 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies E. Tax Provision/(Benefit) on Other Comprehensive Income/(Loss) Components of the Tax provision/(benefit) on other comprehensive income/(loss) include: Year Ended December 31, (MILLIONS) 2023 2022 2021 Foreign currency translation adjustments, net (a) $ ( 33 ) $ ( 126 ) $ 43 Unrealized holding gains/(losses) on derivative financial instruments, net 111 183 84 Reclassification adjustments for (gains)/losses included in net income ( 93 ) ( 270 ) 29 18 ( 87 ) 114 Unrealized holding gains/(losses) on available-for-sale securities, net ( 15 ) ( 164 ) ( 44 ) Reclassification adjustments for (gains)/losses included in net income ( 18 ) 226 ( 4 ) ( 33 ) 62 ( 48 ) Benefit plans: prior service (costs)/credits and other, net ( 5 ) ( 5 ) 27 Reclassification adjustments related to amortization of prior service costs and other, net ( 28 ) ( 29 ) ( 47 ) Reclassification adjustments related to curtailments of prior service costs and other, net ( 4 ) ( 3 ) ( 18 ) ( 37 ) ( 37 ) ( 38 ) Tax provision/(benefit) on other comprehensive income/(loss) $ ( 85 ) $ ( 187 ) $ 71 (a) Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are expected to be held indefinitely. Note 6. Accumulated Other Comprehensive Loss, Excluding Noncontrolling Interests The following summarizes the changes, net of tax, in Accumulated other comprehensive loss : Net Unrealized Gains/(Losses) Benefit Plans (MILLIONS) Foreign Currency Translation Adjustments (a) Derivative Financial Instruments Available-For-Sale Securities Prior Service (Costs)/Credits and Other Accumulated Other Comprehensive Income/(Loss) Balance, January 1, 2021 $ ( 5,450 ) $ ( 428 ) $ 116 $ 452 $ ( 5,310 ) Other comprehensive income/(loss) (b) ( 722 ) 547 ( 336 ) ( 75 ) ( 587 ) Balance, December 31, 2021 ( 6,172 ) 119 ( 220 ) 377 ( 5,897 ) Other comprehensive income/(loss) (b) ( 2,188 ) ( 531 ) 440 ( 129 ) ( 2,407 ) Balance, December 31, 2022 ( 8,360 ) ( 412 ) 220 248 ( 8,304 ) Other comprehensive income/(loss) (b) 497 195 ( 229 ) ( 120 ) 343 Balance, December 31, 2023 $ ( 7,863 ) $ ( 217 ) $ ( 9 ) $ 128 $ ( 7,961 ) (a) Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests. (b) Foreign currency translation adjustments include net losses in 2023, 2022 and 2021 related to the impact of our net investment hedging program and our equity-method investment in Haleon/the Consumer Healthcare JV (see Note 2C ). Pfizer Inc. 2023 Form 10-K 78 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Note 7. Financial Instruments A. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy, using a Market Approach: As of December 31, 2023 As of December 31, 2022 (MILLIONS) Total Level 1 Level 2 Total Level 1 Level 2 Financial assets: Short-term investments Equity securities with readily determinable fair values: Money market funds $ 5,124 $ — $ 5,124 $ 1,588 $ — $ 1,588 Available-for-sale debt securities: Government and agency—non-U.S. 817 — 817 15,915 — 15,915 Government and agency—U.S. 2,601 — 2,601 1,313 — 1,313 Corporate and other 982 — 982 1,514 — 1,514 4,400 — 4,400 18,743 — 18,743 Total short-term investments 9,524 — 9,524 20,331 — 20,331 Other current assets Derivative assets: Foreign exchange contracts 298 — 298 714 — 714 Total other current assets 298 — 298 714 — 714 Long-term investments Equity securities with readily determinable fair values (a) 2,779 2,772 7 2,836 2,823 13 Available-for-sale debt securities: Government and agency—non-U.S. 124 — 124 280 — 280 Corporate and other 26 — 26 72 — 72 150 — 150 352 — 352 Total long-term investments 2,929 2,772 156 3,188 2,823 365 Other noncurrent assets Derivative assets: Interest rate contracts 144 — 144 — — — Foreign exchange contracts 258 — 258 364 — 364 Total derivative assets 402 — 402 364 — 364 Insurance contracts (b) 790 — 790 665 — 665 Total other noncurrent assets 1,191 — 1,191 1,028 — 1,028 Total assets $ 13,943 $ 2,772 $ 11,170 $ 25,261 $ 2,823 $ 22,439 Financial liabilities: Other current liabilities Derivative liabilities: Interest rate contracts $ 16 $ — $ 16 $ 10 $ — $ 10 Foreign exchange contracts 404 — 404 694 — 694 Total other current liabilities 420 — 420 704 — 704 Other noncurrent liabilities Derivative liabilities: Interest rate contracts 275 — 275 321 — 321 Foreign exchange contracts 725 — 725 864 — 864 Total other noncurrent liabilities 1,000 — 1,000 1,185 — 1,185 Total liabilities $ 1,420 $ — $ 1,420 $ 1,889 $ — $ 1,889 (a) Long-term equity securities of $ 130 million as of December 31, 2023 and $ 143 million as of December 31, 2022 were held in restricted trusts for U.S. non-qualified employee benefit plans. (b) Includes life insurance policies held in restricted trusts for U.S. non-qualified employee benefit plans. The underlying invested assets in these contracts are marketable securities, which are carried at fair value, with changes in fair value recognized in Other (income)/deductions—net (see Note 4 ) . Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis–– The carrying value of Long-term debt, excluding the current portion was $ 62 billion as of December 31, 2023 and $ 33 billion as of December 31, 2022. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $ 61 billion as of December 31, 2023 and $ 30 billion as of December 31, 2022. The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities, long-term receivables and short-term borrowings not measured at fair value on a recurring basis were not significant as of December 31, 2023 and 2022. The fair value measurements of our held-to-maturity debt securities and short-term borrowings are based on Level 2 inputs. The fair value measurements of our long-term receivables and private equity securities are based on Level 3 inputs. Pfizer Inc. 2023 Form 10-K 79 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies B. Investments Total Short-Term, Long-Term and Equity-Method Investments The following summarizes our investments by classification type: As of December 31, (MILLIONS) 2023 2022 Short-term investments Equity securities with readily determinable fair values (a) $ 5,124 $ 1,588 Available-for-sale debt securities 4,400 18,743 Held-to-maturity debt securities 313 1,985 Total Short-term investments $ 9,837 $ 22,316 Long-term investments Equity securities with readily determinable fair values (b) $ 2,779 $ 2,836 Available-for-sale debt securities 150 352 Held-to-maturity debt securities 47 48 Private equity securities at cost (b) 755 800 Total Long-term investments $ 3,731 $ 4,036 Equity-method investments 11,637 11,033 Total long-term investments and equity-method investments $ 15,368 $ 15,069 Held-to-maturity cash equivalents $ 207 $ 679 (a) Represent money market funds primarily invested in U.S. Treasury and government debt. (b) Represent investments in the life sciences sector. Debt Securities Our investment portfolio consists of investment-grade debt securities issued across diverse governments, corporate and financial institutions: As of December 31, 2023 As of December 31, 2022 Gross Unrealized Maturities (in Years) Gross Unrealized (MILLIONS) Amortized Cost Gains Losses Fair Value Within 1 Over 1 to 5 Over 5 Amortized Cost Gains Losses Fair Value Available-for-sale debt securities Government and agency –– non-U.S. $ 953 $ 2 $ ( 14 ) $ 941 $ 817 $ 124 $ — $ 15,946 $ 297 $ ( 48 ) $ 16,195 Government and agency –– U.S. 2,601 — — 2,601 2,601 — — 1,313 — — 1,313 Corporate and other 1,006 4 ( 2 ) 1,007 982 26 — 1,584 7 ( 4 ) 1,586 Held-to-maturity debt securities Time deposits and other 561 — — 561 519 31 11 1,171 — — 1,171 Government and agency –– non-U.S. 4 — — 4 — 4 1 1,542 — — 1,542 Total debt securities $ 5,126 $ 6 $ ( 16 ) $ 5,115 $ 4,919 $ 185 $ 12 $ 21,556 $ 304 $ ( 53 ) $ 21,807 Any expected credit losses to these portfolios would be immaterial to our financial statements. Equity Securities The following presents the calculation of the portion of unrealized (gains)/losses that relates to equity securities, excluding equity-method investments, held at the reporting date: Year Ended December 31, (MILLIONS) 2023 2022 2021 Net (gains)/losses recognized during the period on equity securities (a) $ ( 1,590 ) $ 1,273 $ ( 1,344 ) Less: Net (gains)/losses recognized during the period on equity securities sold during the period ( 1,754 ) ( 126 ) ( 80 ) Net unrealized (gains)/losses during the reporting period on equity securities still held at the reporting date (b) $ 165 $ 1,400 $ ( 1,264 ) (a) Reported in Other (income)/deductions –– net . See Note 4 . (b) Included in net unrealized (gains)/losses are observable price changes on equity securities without readily determinable fair values. As of December 31, 2023, there were cumulative impairments and downward adjustments of $ 259 million and upward adjustments of $ 213 million. Impairments, downward and upward adjustments were not material to our operations in 2023, 2022 and 2021 . Pfizer Inc. 2023 Form 10-K 80 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies C. Short-Term Borrowings Short-term borrowings include: As of December 31, (MILLIONS) 2023 2022 Commercial paper, principal amount (a) $ 7,965 $ — Current portion of long-term debt, principal amount 2,250 2,550 Other short-term borrowings, principal amount (b) 252 385 Total short-term borrowings, principal amount 10,467 2,935 Net fair value adjustments related to hedging and purchase accounting 5 11 Net unamortized discounts, premiums and debt issuance costs ( 121 ) ( 1 ) Total Short-term borrowings, including current portion of long-term debt , carried at historical proceeds, as adjusted $ 10,350 $ 2,945 (a) Issued in the fourth quarter of 2023 as part of the financing for our acquisition of Seagen (see Note 2A ). The weighted-average effective interest rate on commercial paper outstanding was approximately 5.37 % as of December 31, 2023. (b) Primarily includes cash collateral. See Note 7F . As of December 31, 2023, we had access to a total of $ 15 billion in committed U.S. revolving credit facilities, consisting of an $ 8 billion facility maturing in October 2024 and a $ 7 billion facility maturing in October 2028, which may be used for general corporate purposes including to support our global commercial paper borrowings. In addition to the U.S. revolving credit facilities, our lenders have provided us an additional $ 305 million in lines of credit, of which $ 274 million expire within one year. Essentially all lines of credit were unused as of December 31, 2023. D. Long-Term Debt The following outlines our senior unsecured long-term debt* and the weighted-average stated interest rate by maturity: As of December 31, (MILLIONS) 2023 2022 Notes due 2024 ( 3.9 % for 2022) (a) $ — $ 2,250 Notes due 2025 ( 3.9 % for 2023 and 0.8 % for 2022) 3,750 750 Notes due 2026 ( 3.7 % for 2023 and 2.9 % for 2022) 6,000 3,000 Notes due 2027 ( 2.1 % for 2023 and 2022) 1,029 1,000 Notes due 2028 ( 4.6 % for 2023 and 4.8 % for 2022) 5,660 1,660 Notes due 2029 ( 3.5 % for 2023 and 2022) 1,750 1,750 Notes due 2030-2034 ( 4.1 % for 2023 and 2.9 % for 2022) 12,000 4,000 Notes due 2035-2039 ( 5.8 % for 2023 and 2022) 8,048 8,017 Notes due 2040-2044 ( 4.1 % for 2023 and 3.6 % for 2022) 7,995 4,903 Notes due 2045-2049 ( 4.1 % for 2023 and 2022) 3,500 3,500 Notes due 2050-2063 ( 5.0 % for 2023 and 2.7 % for 2022) 11,250 1,250 Total long-term debt, principal amount 60,982 32,080 Net fair value adjustments related to hedging and purchase accounting 1,039 959 Net unamortized discounts, premiums and debt issuance costs ( 483 ) ( 175 ) Other long-term debt — 20 Total long-term debt, carried at historical proceeds, as adjusted $ 61,538 $ 32,884 Current portion of long-term debt, carried at historical proceeds, as adjusted (not included above ( 3.9 % for 2023 and 3.7 % for 2022)) $ 2,254 $ 2,560 * Our long-term debt is generally redeemable by us at any time at varying redemption prices plus accrued and unpaid interest. (a) Reclassified to the current portion of long-term debt. Issuances In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, the following senior unsecured notes as part of the financing for our acquisition of Seagen (a), (b) : (MILLIONS) Principal Interest Rate Maturity Date December 31, 2023 4.65 % May 19, 2025 $ 3,000 4.45 % May 19, 2026 3,000 4.45 % May 19, 2028 4,000 4.65 % May 19, 2030 3,000 4.75 % May 19, 2033 5,000 5.11 % May 19, 2043 3,000 5.30 % May 19, 2053 6,000 5.34 % May 19, 2063 4,000 Total long-term debt issued in 2023 (c) $ 31,000 Pfizer Inc. 2023 Form 10-K 81 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies (a) The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc. PIE was formed to finance a portion of the consideration for the acquisition of Seagen and has no assets or operations, and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future. (b) The notes may be redeemed by us at any time, in whole, or in part, at a make-whole redemption price plus accrued and unpaid interest. (c) The weighted average effective interest rate for the notes at issuance was 4.93 % . In August 2021, we completed a public offering of $ 1.0 billion principal amount of senior unsecured notes due 2031 at an effective interest rate of 1.79 %. E. Derivative Financial Instruments and Hedging Activities Foreign Exchange Risk–– A significant portion of our revenues, earnings and net investments in foreign affiliates is exposed to changes in foreign exchange rates. Where foreign exchange risk is not offset by other exposures, we manage our foreign exchange risk principally through the use of derivative financial instruments and foreign currency debt. These financial instruments serve to mitigate the impact on net income as a result of remeasurement into another currency, or against the impact of translation into U.S. dollars of certain foreign exchange-denominated transactions. The derivative financial instruments primarily hedge or offset exposures in the euro, U.K. pound, Japanese yen, Canadian dollar, and Chinese renminbi, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years . We may seek to protect against possible declines in the reported net investments of our foreign business entities. Changes in fair value are reported in earnings or in Other comprehensive income/(loss) , depending on the nature and purpose of the financial instrument (hedge or offset relationship). For certain foreign exchange contracts, we exclude an amount from the assessment of hedge effectiveness and recognize the excluded amount through an amortization approach in earnings. The hedge relationships are as follows: • Generally, we recognize the gains and losses on foreign exchange contracts that are designated as fair value hedges in earnings upon the recognition of the change in fair value of the hedged item. We also recognize the offsetting foreign exchange impact attributable to the hedged item in earnings. • Generally, we record in Other comprehensive income/(loss) gains or losses on foreign exchange contracts that are designated as cash flow hedges and reclassify those amounts into earnings in the same period or periods during which the hedged transaction affects earnings. • We record in Other comprehensive income/(loss)––Foreign currency translation adjustments, net the foreign exchange gains and losses related to foreign exchange-denominated debt and foreign exchange contracts designated as a hedge of our net investments in foreign subsidiaries and reclassify those amounts into earnings upon the sale or substantial liquidation of our net investments. • For foreign exchange contracts not designated as hedging instruments, we recognize the gains and losses immediately into earnings along with the earnings impact of the items they generally offset. These contracts take the opposite currency position of that reflected on the balance sheet to counterbalance the effect of any currency movement. Interest Rate Risk–– Our interest-bearing investments and borrowings are subject to interest rate risk. Depending on market conditions, we may change the profile of our outstanding debt or investments by entering into derivative financial instruments like interest rate swaps, either to hedge or offset the exposure to changes in the fair value of hedged items with fixed interest rates, or to convert variable rate debt or investments to fixed rates. The derivative financial instruments primarily hedge U.S. dollar fixed-rate debt. We recognize the change in fair value on interest rate contracts that are designated as fair value hedges in earnings, as well as the offsetting earnings impact of the hedged risk attributable to the hedged item. The following summarizes the fair value of the derivative financial instruments and notional amounts: (MILLIONS) As of December 31, 2023 As of December 31, 2022 Fair Value Fair Value Notional Asset Liability Notional Asset Liability Derivatives designated as hedging instruments: Foreign exchange contracts (a) $ 18,750 $ 403 $ 916 $ 26,603 $ 838 $ 1,196 Interest rate contracts 6,750 144 290 2,250 — 331 546 1,206 838 1,527 Derivatives not designated as hedging instruments: Foreign exchange contracts $ 25,609 154 214 $ 29,814 240 362 Total $ 700 $ 1,420 $ 1,078 $ 1,889 (a) The notional amount of outstanding foreign exchange contracts hedging our intercompany forecasted inventory sales was $ 4.9 billion as of December 31, 2023 and $ 4.4 billion as of December 31, 2022. Pfizer Inc. 2023 Form 10-K 82 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies The following summarizes information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk exposures: Gains/(Losses) Recognized in OID (a) Gains/(Losses) Recognized in OCI (a) Gains/(Losses) Reclassified from OCI into OID and COS (a) Year Ended December 31, (MILLIONS) 2023 2022 2023 2022 2023 2022 Derivative Financial Instruments in Cash Flow Hedge Relationships: Interest rate contracts $ — $ — $ 68 $ — $ 1 $ — Foreign exchange contracts (b) — — 380 1,296 236 1,916 Amount excluded from effectiveness testing and amortized into earnings (c) — — 178 148 177 145 Derivative Financial Instruments in Fair Value Hedge Relationships: Interest rate contracts 196 ( 337 ) — — — — Hedged item ( 196 ) 337 — — — — Derivative Financial Instruments in Net Investment Hedge Relationships: Foreign exchange contracts — — ( 393 ) 816 — — Amount excluded from effectiveness testing and amortized into earnings (c) — — 137 73 136 129 Non-Derivative Financial Instruments in Net Investment Hedge Relationships (d) : Foreign currency short-term borrowings — — — 26 — — Foreign currency long-term debt — — ( 29 ) 51 — — Derivative Financial Instruments Not Designated as Hedges: Foreign exchange contracts 164 ( 1,153 ) — — — — $ 164 $ ( 1,153 ) $ 341 $ 2,409 $ 549 $ 2,190 (a) OID = Other (income)/deductions—net, included in Other (income)/deductions—net in the consolidated statements of income . COS = Cost of Sales, included in Cost of sales in the consolidated statements of income. OCI = Other comprehensive income/(loss), included in the consolidated statements of comprehensive income . (b) The amounts reclassified from OCI into COS were a net gain of $ 253 million in 2023 and a net gain of $ 375 million in 2022. The remaining amounts were reclassified from OCI into OID. Based on year-end foreign exchange rates that are subject to change, we expect to reclassify a pre-tax gain of $ 11 million within the next 12 months into income . The maximum length of time over which we are hedging our exposure to the variability in future foreign exchange cash flows is approximately 19 years and relates to foreign currency debt. (c) The amounts reclassified from OCI were reclassified into OID. (d) Long-term debt includes foreign currency borrowings which are used as net investment hedges; the related carrying values as of December 31, 2023 and December 31, 2022 were $ 824 million and $ 795 million, respectively. The following summarizes cumulative basis adjustments to our long-term debt in fair value hedges: As of December 31, 2023 As of December 31, 2022 Cumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying Amount Cumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying Amount (MILLIONS) Carrying Amount of Hedged Assets/Liabilities (a) Active Hedging Relationships Discontinued Hedging Relationships Carrying Amount of Hedged Assets/Liabilities (a) Active Hedging Relationships Discontinued Hedging Relationships Short-term borrowings, including current portion of long-term debt $ — $ — $ 4 $ — $ — $ 10 Long-term debt $ 7,196 $ ( 131 ) $ 957 $ 2,235 $ ( 321 ) $ 1,042 (a) Carrying amounts exclude the cumulative amount of fair value hedging adjustments. F. Credit Risk On an ongoing basis, we monitor and review the credit risk of our customers, financial institutions and exposures in our investment portfolio. With respect to our trade accounts receivable, we monitor the creditworthiness of our customers to which we grant credit in the normal course of business. In general, there is no requirement for collateral from customers. For additional information on our trade accounts receivable and allowance for credit losses, see Note 1 G . A significant portion of our trade accounts receivable balances are due from wholesalers and governments. For additional information on our trade accounts receivables with significant customers, see Note 17C . Pfizer Inc. 2023 Form 10-K 83 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies With respect to our investments, we monitor concentrations of credit risk associated with government, government agency, and corporate issuers of securities. Investments are placed in instruments that are investment grade and are primarily short in duration. Exposure limits are established to limit a concentration with any single credit counterparty. As of December 31, 2023, the largest investment exposures in our portfolio consisted primarily of U.S. government money market funds, as well as sovereign debt instruments issued by the U.S. With respect to our derivative financial instrument agreements with financial institutions, we do not expect to incur a significant loss from failure of any counterparty. Derivative financial instruments are executed under International Swaps and Derivatives Association master agreements with credit-support annexes that contain zero threshold provisions requiring collateral to be exchanged daily depending on levels of exposure. As a result, there are no significant concentrations of credit risk with any individual financial institution. As of December 31, 2023, the aggregate fair value of these derivative financial instruments that are in a net payable position was $ 768 million, for which we have posted collateral of $ 771 million with a corresponding amount reported in Short-term investments . As of December 31, 2023, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $ 225 million, for which we have received collateral of $ 221 million with a corresponding amount reported in Short-term borrowings, including current portion of long-term debt. Note 8. Other Financial Information A. Inventories The following summarizes the components of Inventories : As of December 31, (MILLIONS) 2023 2022 Finished goods $ 3,495 $ 2,603 Work-in-process 5,688 5,519 Raw materials and supplies 1,007 859 Inventories (a) $ 10,189 $ 8,981 Noncurrent inventories not included above (b) $ 4,568 $ 5,827 (a) The increase from December 31, 2022 of $ 1.2 billion reflects an increase of approximately $ 1.0 billion representing acquired Seagen inventory, inclusive of the fair value step-up (see Note 2A ), and increases for certain products due to new product launches, supply recovery and changes in net market demand. These increases were offset to a large extent by $ 1.0 billion in inventory write-offs for Paxlovid and Comirnaty. (b) Included in Other noncurrent assets . The decrease from December 31, 2022 of $ 1.3 billion is primarily driven by inventory write-offs for Paxlovid of $ 4.2 billion and, to a lesser extent, inventory write-offs for Comirnaty of $ 0.7 billion, offset to a large extent by an increase of approximately $ 3.1 billion representing acquired Seagen inventory, inclusive of the fair value step-up (see Note 2A ). The charges and corresponding inventory write-offs were based on our analysis of Paxlovid and Comirnaty inventory levels as of December 31, 2023 in relation to our commercial outlook for both products. Based on current estimates and assumptions, there are no recoverability issues for these amounts. B. Other Current Liabilities Other current liabilities includes, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $ 2.0 billion as of December 31, 2023 and $ 5.2 billion as of December 31, 2022. C. Supplier Finance Program Obligation We maintain voluntary supply chain finance agreements with several participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Pfizer to these financial institutions. Our suppliers negotiate their financing agreements directly with the respective financial institutions and we are not a party to these agreements. We have no economic interest in our suppliers’ decision to participate and we pay the financial institutions the stated amount of confirmed invoices on the original maturity dates, which is generally within 90 to 120 days of the invoice date. The agreements with the financial institutions do not require Pfizer to provide assets pledged as security or other forms of guarantees for the supplier finance program. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within trade payables in our consolidated balance sheet. As of December 31, 2023 and December 31, 2022, respectively, $ 791 million and $ 849 million of our trade payables to suppliers who participate in these financing arrangements were outstanding. Note 9. Property, Plant and Equipment The following summarizes the components of Property, plant and equipment : Useful Lives As of December 31, (MILLIONS) (Years) 2023 2022 Land - $ 353 $ 368 Buildings 33 - 50 9,046 8,832 Machinery and equipment 8 - 20 14,263 12,881 Furniture, fixtures and other 3 - 12.5 5,399 4,491 Construction in progress - 5,925 4,875 34,985 31,448 Less: Accumulated depreciation 16,045 15,174 Property, plant and equipment $ 18,940 $ 16,274 Pfizer Inc. 2023 Form 10-K 84 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies The following provides long-lived assets by geographic area: As of December 31, (MILLIONS) 2023 2022 United States $ 10,674 $ 9,179 Developed Europe 6,221 5,389 Developed Rest of World 290 293 Emerging Markets 1,756 1,413 Property, plant and equipment $ 18,940 $ 16,274 Note 10. Identifiable Intangible Assets and Goodwill A. Identifiable Intangible Assets The following summarizes the components of Identifiable intangible assets: As of December 31, 2023 As of December 31, 2022 (MILLIONS) Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Finite-lived intangible assets Developed technology rights (a) $ 99,267 $ ( 60,493 ) $ 38,773 $ 85,604 $ ( 56,307 ) $ 29,297 Brands 922 ( 877 ) 45 922 ( 844 ) 78 Licensing agreements and other (b) 2,756 ( 1,458 ) 1,297 2,237 ( 1,397 ) 841 102,944 ( 62,828 ) 40,116 88,763 ( 58,548 ) 30,215 Indefinite-lived intangible assets Brands 827 827 827 827 IPR&D (c) 23,193 23,193 11,357 11,357 Licensing agreements and other 763 763 971 971 24,784 24,784 13,155 13,155 Identifiable intangible assets (d) $ 127,728 $ ( 62,828 ) $ 64,900 $ 101,919 $ ( 58,548 ) $ 43,370 (a) The increase in the gross carrying amount primarily includes, among other things: (i) $ 7.5 billion for the acquisition of Seagen (see Note 2A ); (ii) the transfer of IPR&D to developed technology rights of $ 3.6 billion for etrasimod (Velsipity), $ 2.1 billion for Padcev, $ 1.1 billion for Braftovi/Mektovi, and $ 450 million as a result of the approval in the U.S. for Zavzpret nasal spray; and (iii) $ 495 million of capitalized milestones as a result of the approval in the U.S. for Zavzpret nasal spray, partially offset by (iv) impairments of $ 964 million for Prevnar 13 (see Note 4 ). (b) The increase in the gross carrying amount primarily reflects $ 450 million for the acquisition of Seagen (see Note 2A ). (c) The increase in the gross carrying amount mainly reflects $ 20.8 billion for the acquisition of Seagen (see Note 2A ), partially offset by the transfer from IPR&D to developed technology rights as mentioned in note (a) above, and impairments of $ 1.4 billion for etrasimod (Velsipity). (d) The increase is primarily due to $ 28.8 billion for the acquisition of Seagen (see Note 2A ) and the $ 495 million of capitalized milestones described in note (a) above, partially offset by amortization expense of $ 4.7 billion and impairments of $ 3.0 billion (see Note 4 ). Developed Technology Rights–– Developed technology rights represent the cost for developed technology acquired from third parties and can include the right to develop, use, market, sell and/or offer for sale the product, compounds and intellectual property that we have acquired with respect to products, compounds and/or processes that have been completed. We possess a well-diversified portfolio of hundreds of developed technology rights across therapeutic categories, representing our commercialized products. The significant components of developed technology rights are the following: Nurtec ODT/Vydura, Adcetris, Xtandi, etrasimod (Velsipity), Padcev, Braftovi/Mektovi, Prevnar 13 family and Oxbryta. Also included in this category are the post-approval milestone payments made under our alliance agreements for certain prescription pharmaceutical products. Brands–– Brands represent the cost for tradenames and know-how, as the products themselves do not receive patent protection. Indefinite-lived brands include Medrol and Depo-Medrol, while finite-lived brands include Zavedos and Depo-Provera. IPR&D–– IPR&D assets represent the acquisition date fair value (less impairments) of R&D assets acquired through business combinations that have not yet received regulatory approval in a major market which could include both new investigational products and additional indications for in-line products. The significant components of IPR&D are SGN-B6A, Disitamab vedotin, GBT601, Tukysa, Padcev and talazoparib. IPR&D assets are required to be classified as indefinite-lived assets until the successful completion or the abandonment of the associated R&D effort. Accordingly, during the development period after the date of acquisition, these assets are not amortized until approval is obtained in a major market, typically either the U.S. or the EU, or in a series of other countries, subject to certain specified conditions and management judgment. At that time, we will determine the useful life of the asset, reclassify it out of IPR&D and begin amortization. If the associated R&D effort is abandoned, the related IPR&D assets will be written-off, and we will record an impairment charge. IPR&D assets are high-risk assets, given the uncertain nature of R&D. Accordingly, IPR&D assets may become impaired and/or be written-off in the future. Licensing Agreements–– Licensing agreements for developed technology and for technology in development primarily relate to out-licensing arrangements acquired from third parties, including the Array, Arena and Seagen acquisitions. These assets represent the cost for the license, where we acquired the right to future royalties and/or milestones upon development or commercialization by the licensing partners. A Pfizer Inc. 2023 Form 10-K 85 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies significant component of the licensing arrangements are for out-licensing arrangements with a number of partners. Accordingly, during the development period after the date of acquisition, each of these assets is classified as indefinite-lived intangible assets and will not be amortized until approval is obtained in a major market. At that time we will determine the useful life of the asset, reclassify the respective licensing arrangement asset to finite-lived intangible asset and begin amortization. If the development effort is abandoned, the related licensing asset will be written-off, and we will record an impairment charge. Amortization–– The weighted-average life for each of our total finite-lived intangible assets is approximately 11 years, and for the largest component, developed technology rights, is approximately 11 years. The following provides the expected annual amortization expense: (MILLIONS) 2024 2025 2026 2027 2028 Amortization expense $ 5,079 $ 4,763 $ 4,639 $ 4,054 $ 3,702 B. Goodwill The following summarizes the changes in the carrying amount of Goodwill : (MILLIONS) Total (a) Balance, January 1, 2022 $ 49,208 Additions (b) 2,917 Impact of foreign exchange ( 750 ) Balance, December 31, 2022 51,375 Additions (b) 16,117 Impact of foreign exchange and other 292 Balance, December 31, 2023 $ 67,783 (a) Our goodwill balance continues to be assigned within the Biopharma reportable segment. (b) Additions in 2022 relate to our acquisitions of GBT, Arena and Biohaven, and in 2023 primarily related to our acquisition of Seagen. See Note 2A . Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans The majority of our employees worldwide are eligible for retirement benefits provided through defined benefit pension plans, defined contribution plans or both. In the U.S., we sponsor both IRC-qualified and supplemental (non-qualified) defined benefit plans and defined contribution plans. A qualified plan meets the requirements of certain sections of the IRC, and, generally, contributions to qualified plans are tax deductible. A qualified plan typically provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. A supplemental (non-qualified) plan provides additional benefits to certain employees. In addition, we provide medical insurance benefits to certain retirees and their eligible dependents through our postretirement plans. A. Components of Net Periodic Benefit Costs and Changes in Other Comprehensive Income/(Loss) The following summarizes the components of net periodic benefit cost/(credit) and the changes in Other comprehensive income/(loss) for our benefit plans: Pension Plans Postretirement Plans U.S. International Year Ended December 31, (MILLIONS) 2023 2022 2021 2023 2022 2021 2023 2022 2021 Service cost $ — $ — $ — $ 85 $ 116 $ 130 $ 12 $ 29 $ 36 Interest cost 589 534 455 287 157 146 21 27 29 Expected return on plan assets ( 778 ) ( 862 ) ( 1,052 ) ( 304 ) ( 296 ) ( 327 ) ( 44 ) ( 47 ) ( 39 ) Amortization of prior service cost/(credit) 2 2 ( 2 ) — ( 1 ) ( 1 ) ( 119 ) ( 130 ) ( 151 ) Actuarial (gains)/losses (a) ( 410 ) 225 ( 684 ) 102 ( 11 ) ( 690 ) 51 ( 440 ) ( 167 ) Curtailments — — — ( 2 ) ( 11 ) ( 4 ) ( 12 ) ( 18 ) ( 82 ) Special termination benefits 6 18 17 — 1 — — 1 2 Net periodic benefit cost/(credit) reported in income ( 592 ) ( 84 ) ( 1,265 ) 169 ( 45 ) ( 746 ) ( 90 ) ( 578 ) ( 372 ) Cost/(credit) reported in Other comprehensive income/(loss) ( 2 ) ( 2 ) 2 31 ( 1 ) 4 128 169 107 Cost/(credit) recognized in Comprehensive income $ ( 594 ) $ ( 86 ) $ ( 1,264 ) $ 199 $ ( 46 ) $ ( 742 ) $ 38 $ ( 410 ) $ ( 265 ) (a) Reflects: (i) actuarial remeasurement net gains in 2023, primarily due to favorable asset performance in the U.S. and increases in discount rates for the international plans, partially offset by unfavorable asset performance for certain international plans, (ii) actuarial remeasurement net gains in 2022, primarily due to increases in discount rates, partially offset by unfavorable plan asset performance, and (iii) actuarial remeasurement gains in 2021, primarily due to favorable plan asset performance and increases in discount rates. Pfizer Inc. 2023 Form 10-K 86 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies The components of net periodic benefit cost/(credit) other than the service cost component are primarily included in Other (income)/deductions––net (see Note 4 ). B. Actuarial Assumptions Pension Plans Postretirement Plans U.S. International Year Ended December 31, (PERCENTAGES) 2023 2022 2021 2023 2022 2021 2023 2022 2021 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate: Pension plans/postretirement plans 5.4 % 2.9 % 2.6 % 5.5 % 2.9 % 2.5 % Interest cost 3.8 % 1.5 % 1.2 % Service cost 3.6 % 1.7 % 1.4 % Expected return on plan assets 7.5 % 6.3 % 6.8 % 4.5 % 3.1 % 3.4 % 7.5 % 6.3 % 6.8 % Rate of compensation increase (a) 3.0 % 2.8 % 2.9 % Weighted-average assumptions used to determine benefit obligations at fiscal year-end: Discount rate 5.4 % 5.4 % 2.9 % 4.4 % 3.8 % 1.6 % 5.4 % 5.5 % 2.9 % Rate of compensation increase (a) 3.2 % 3.0 % 2.8 % (a) The rate of compensation increase is not used to determine the net periodic benefit cost and benefit obligation for the U.S. pension plans as these plans are frozen. All of the assumptions are reviewed at least annually. We revise these assumptions based on an annual evaluation of long-term trends as well as market conditions that may have an impact on the cost of providing retirement benefits. The weighted-average discount rate for our U.S. defined benefit plans is set with reference to the prevailing market rate of a portfolio of high-quality fixed income investments, rated AA/Aa or better that reflect the rates at which the pension benefits could be effectively settled. For our international plans, the discount rates are set by benchmarking against investment grade corporate bonds rated AA/Aa or better, including, when there is sufficient data, a yield curve approach. These rate determinations are made consistent with local requirements. Overall, the yield curves used to measure the benefit obligations at year-end 2023 resulted in broadly unchanged discount rates for the U.S. pension and postretirement plans and higher discount rates for the international pension plans as compared to the prior year. The following provides the healthcare cost trend rate assumptions for our U.S. postretirement benefit plans: As of December 31, 2023 2022 Healthcare cost trend rate assumed for next year 7.9 % 6.4 % Rate to which the cost trend rate is assumed to decline 4.0 % 4.0 % Year that the rate reaches the ultimate trend rate 2047 2045 Pfizer Inc. 2023 Form 10-K 87 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies C. Obligations and Funded Status The following provides: (i) an analysis of the changes in our benefit obligations, plan assets and funded status of our benefit plans, (ii) the funded status recognized in our consolidated balance sheets and (iii) the pre-tax components of cumulative amounts recognized in Accumulated other comprehensive loss : Pension Plans Postretirement Plans U.S. International Year Ended December 31, (MILLIONS) 2023 2022 2023 2022 2023 2022 Change in benefit obligation (a) Benefit obligation, beginning $ 11,420 $ 17,150 $ 7,497 $ 11,657 $ 410 $ 995 Service cost — — 85 116 12 29 Interest cost 589 534 287 157 21 27 Employee contributions — — 11 9 52 75 Plan amendments — — 25 — — 24 Changes in actuarial assumptions and other (b) ( 127 ) ( 4,187 ) ( 518 ) ( 2,931 ) 96 ( 593 ) Foreign exchange impact — ( 1 ) 280 ( 1,065 ) ( 1 ) ( 5 ) Upjohn spin-off — — — 37 — — Acquisitions/divestitures, net — 61 13 ( 50 ) — — Curtailments and special termination benefits 6 18 — ( 10 ) ( 3 ) ( 3 ) Settlements (c) ( 675 ) ( 1,698 ) ( 56 ) ( 64 ) — ( 39 ) Benefits paid ( 457 ) ( 457 ) ( 334 ) ( 359 ) ( 137 ) ( 101 ) Benefit obligation, ending (a) 10,756 11,420 7,292 7,497 450 410 Change in plan assets Fair value of plan assets, beginning 10,871 16,346 6,865 10,729 647 753 Actual return on plan assets 1,061 ( 3,550 ) ( 316 ) ( 2,624 ) 89 ( 106 ) Company contributions 134 230 154 156 ( 15 ) 65 Employee contributions — — 11 9 52 75 Foreign exchange impact — — 214 ( 1,037 ) — — Upjohn spin-off — — — 45 — — Acquisitions/divestitures, net — 1 13 9 — — Settlements (c) ( 675 ) ( 1,698 ) ( 56 ) ( 64 ) — ( 39 ) Benefits paid ( 457 ) ( 457 ) ( 334 ) ( 359 ) ( 137 ) ( 101 ) Fair value of plan assets, ending 10,935 10,871 6,552 6,865 636 647 Funded status $ 179 $ ( 549 ) $ ( 740 ) $ ( 632 ) $ 186 $ 238 Amounts recorded in our consolidated balance sheet: Noncurrent assets $ 1,010 $ 346 $ 644 $ 783 $ 266 $ 322 Current liabilities ( 94 ) ( 110 ) ( 28 ) ( 27 ) ( 6 ) ( 6 ) Noncurrent liabilities ( 738 ) ( 785 ) ( 1,355 ) ( 1,388 ) ( 74 ) ( 78 ) Funded status $ 179 $ ( 549 ) $ ( 740 ) $ ( 632 ) $ 186 $ 238 Pre-tax components of cumulative amounts recognized in Accumulated other comprehensive loss : Prior service (costs)/credits $ ( 2 ) $ ( 4 ) $ ( 65 ) $ ( 34 ) $ 285 $ 413 Information related to the funded status of pension plans with an ABO in excess of plan assets (d) : Fair value of plan assets $ — $ 86 $ 579 $ 343 ABO 831 981 1,834 1,600 Information related to the funded status of pension plans with a PBO in excess of plan assets (d) : Fair value of plan assets $ — $ 86 $ 964 $ 1,081 PBO 831 981 2,347 2,496 (a) For the U.S. pension plans, the benefit obligation is both the PBO and ABO as these plans are frozen and future benefit accruals no longer increase with future compensation increases. For the international pension plans, the benefit obligation is the PBO. The ABO for our international pension plans was $ 7.0 billion in 2023 and $ 7.2 billion in 2022. For the postretirement plans, the benefit obligation is the ABO. (b) For 2023, primarily includes actuarial gains resulting from increases in discount rates for the international pension plans. For 2022, primarily includes actuarial gains resulting from increases in discount rates, offset by increases in inflation assumptions for the international plan. (c) As a result of a group annuity contract entered into between Pfizer and a third-party insurance company in July 2022, the third party insurance company assumed future benefit obligations and responsibility for the annuity payments of certain retirees in the Pfizer Consolidated Pension Plan. Benefit obligations of $ 586 million and plan assets of $ 588 million were associated with this contract. In February 2024, regulatory approval was received for this contract. (d) Our main U.S. qualified plan, U.S. postretirement plan and many of our larger funded international plans were overfunded as of December 31, 2023. Pfizer Inc. 2023 Form 10-K 88 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies D. Plan Assets The following provides the components of plan assets: As of December 31, 2023 As of December 31, 2022 Fair Value Fair Value (MILLIONS EXCEPT TARGET ALLOCATION PERCENTAGE) Target Allocation Percentage Total Level 1 Level 2 Level 3 Assets Measured at NAV (a) Total Level 1 Level 2 Level 3 Assets Measured at NAV (a) U.S. pension plans Cash and cash equivalents 0-10% $ 606 $ 47 $ 559 $ — $ — $ 828 $ 49 $ 779 $ — $ — Equity securities: 10-40% Global equity securities 1,537 1,537 — 1 — 1,555 1,553 1 1 — Equity commingled funds 100 — 100 — — 165 — 165 — — Fixed income securities: 45-80% Corporate debt securities 3,668 1 3,667 — — 3,512 5 3,507 — — Government and agency obligations (b) 1,971 — 1,971 — — 1,772 — 1,772 — — Fixed income commingled funds 25 — 14 — 11 16 — 16 — — Other investments: 5-35% Partnership investments (c) 2,449 — — — 2,449 2,152 — — — 2,152 Insurance contracts 99 — 99 — — 116 — 116 — — Other commingled funds (d) 479 — — — 479 756 — — — 756 Total 100 % $ 10,935 $ 1,585 $ 6,410 $ 1 $ 2,939 $ 10,871 $ 1,607 $ 6,355 $ 1 $ 2,908 International pension plans Cash and cash equivalents 0-10% $ 268 $ 120 $ 148 $ — $ — $ 221 $ 58 $ 163 $ — $ — Equity securities: 10-20% Equity commingled funds 633 — 587 — 46 714 — 672 — 42 Fixed income securities: 45-70% Corporate debt securities 617 — 617 — — 569 — 569 — — Government and agency obligations (b) 848 — 848 — — 862 — 862 — — Fixed income commingled funds 1,852 — 872 — 980 2,053 — 1,045 — 1,008 Other investments: 15-35% Partnership investments (c) 145 — 2 — 142 128 — 1 — 126 Insurance contracts 1,151 — 55 1,096 — 1,197 — 54 1,143 — Other (d) 1,039 — 167 244 628 1,122 — 133 312 677 Total 100 % $ 6,552 $ 120 $ 3,295 $ 1,340 $ 1,796 $ 6,865 $ 58 $ 3,498 $ 1,455 $ 1,853 U.S. postretirement plans (e) Cash and cash equivalents 0-5% $ 3 $ 1 $ 2 $ — $ — $ 97 $ 1 $ 96 $ — $ — Insurance contracts 95-100% 633 — 633 — — 551 — 551 — — Total 100 % $ 636 $ 1 $ 635 $ — $ — $ 647 $ 1 $ 646 $ — $ — (a) Certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The NAV amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension benefits plan assets. (b) Government and agency obligations are inclusive of repurchase agreements . (c) Mainly includes investments in private equity, private debt and real estate. (d) Mostly includes investments in hedge funds and real estate. (e) Reflects postretirement plan assets, which support our U.S. retiree medical plans. The following provides an analysis of the changes in our more significant investments valued using significant unobservable inputs: International Pension Plans Year Ended December 31, (MILLIONS) 2023 2022 Fair value, beginning $ 1,455 $ 1,677 Actual return on plan assets: Assets held, ending ( 96 ) ( 177 ) Assets sold during the period ( 3 ) 4 Purchases, sales, and settlements, net ( 155 ) ( 129 ) Transfer into/(out of) Level 3 81 241 Exchange rate changes 59 ( 161 ) Fair value, ending $ 1,340 $ 1,455 Pfizer Inc. 2023 Form 10-K 89 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies The following methods and assumptions were used to estimate the fair value of our pension and postretirement plans’ assets: • Cash and cash equivalents: Level 1 investments may include cash, cash equivalents and foreign currency valued using exchange rates. Level 2 investments may include short-term investment funds which are commingled funds priced at a stable NAV by the administrator of the funds. • Equity securities: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 1 and Level 2 investments may include commingled funds that have a readily determinable fair value based on quoted prices on an exchange or a published NAV derived from the quoted prices in active markets of the underlying securities. Level 3 investments may include individual securities that are unlisted, delisted, suspended, or illiquid and are typically valued using their last available price. • Fixed income securities: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 2 investments may include commingled funds that have a readily determinable fair value based on observable prices of the underlying securities. Level 2 investments may include corporate bonds, government and government agency obligations and other fixed income securities valued using bid evaluation pricing models or quoted prices of securities with similar characteristics. Level 3 investments may include securities that are valued using alternative pricing sources, such as investment managers or brokers, which use proprietary pricing models that incorporate unobservable inputs. • Other investments: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 2 investments may include insurance contracts which invest in interest bearing cash, U.S. government securities and corporate debt instruments. Level 3 investments may include securities or insurance contracts that are valued using alternative pricing sources, such as investment managers or brokers, which use proprietary pricing models that incorporate unobservable inputs. Equity securities, Fixed income securities and Other investments may each be combined into commingled funds. Most commingled funds are valued to reflect the interest in the fund based on the reported year-end NAV. Partnership and Other investments are valued based on year-end reported NAV (or its equivalent), with adjustments as appropriate for lagged reporting of up to three months. Certain investments are authorized to include derivatives, such as equity or bond futures, swaps, options and currency futures or forwards for managing risks and exposures. Global plan assets are managed with the objective of generating returns that will enable the plans to meet their future obligations, while seeking to manage net periodic benefit costs and cash contributions over the long-term. We utilize long-term asset allocation ranges in the management of our plans’ invested assets. Our long-term return expectations are developed based on a diversified, global investment strategy that takes into account historical experience, as well as the impact of portfolio diversification, active portfolio management, and our view of current and future economic and financial market conditions. As market conditions and other factors change, we may adjust our targets accordingly and our asset allocations may vary from the target allocations. E. Cash Flows It is our practice to fund amounts for our qualified pension plans that are at least sufficient to meet the minimum requirements set forth in applicable employee benefit laws and local tax laws. The following provides the expected future cash flow information related to our benefit plans: Pension Plans Postretirement Plans (MILLIONS) U.S. International Expected employer contributions: 2024 $ 94 $ 162 $ 39 Expected benefit payments: 2024 $ 1,009 $ 372 $ 43 2025 907 361 45 2026 894 371 46 2027 875 384 47 2028 858 386 47 2029–2033 4,004 2,073 218 The above table reflects the total U.S. and international plan benefits projected to be paid from the plans or from our general assets under the current actuarial assumptions used for the calculation of the benefit obligation. F. Defined Contribution Plans We have defined contribution plans in the U.S. and other countries. For the majority of the U.S. defined contribution plans, employees may contribute a portion of their salaries and bonuses to the plans, and we match, in cash, a portion of the employee contributions. We also offer a Retirement Savings Contribution which is an annual non-contributory employer contribution in the U.S. and Puerto Rico. We recorded charges related to the employer contributions to global defined contribution plans of $ 843 million in 2023, $ 770 million in 2022 and $ 732 million in 2021. Note 12. Equity A. Common Stock Purchases We purchase our common stock through privately negotiated transactions or in the open market as circumstances and prices warrant. Purchased shares under a share-purchase plan, which is authorized by our BOD, are available for general corporate purposes. In December Pfizer Inc. 2023 Form 10-K 90 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies 2018, the BOD authorized a $ 10 billion share repurchase program to be utilized over time and share repurchases commenced thereunder in the first quarter of 2019. In the first quarter of 2022, we purchased 39 million shares of our common stock at a cost of $ 2 billion under our publicly announced share-purchase plan. Our remaining share-purchase authorization was approximately $ 3.3 billion as of December 31, 2023. B. Employee Stock Ownership Plans We have one ESOP that holds common stock of the Company (Common ESOP). As of December 31, 2023, all shares of common stock held by the Common ESOP have been allocated to the Pfizer U.S. defined contribution plan participants. The compensation cost related to the Common ESOP was $ 20 million for 2023 and $ 19 million for each of 2022 and 2021. Note 13. Share-Based Payments Our compensation programs can include share-based payment awards with value that is determined by reference to the fair value of our shares and that provide for the grant of shares or options to acquire shares or similar arrangements. Our share-based awards are designed based on competitive survey data or industry peer groups used for compensation purposes, and are allocated between different long-term incentive awards, generally in the form of Total Shareholder Return Units (TSRUs), Restricted Stock Units (RSUs), Portfolio Performance Shares (PPSs), Performance Share Awards (PSAs), Breakthrough Performance Awards (BPAs) and stock options, as determined by the Compensation Committee of our BOD. No BPAs were granted in 2023 and no BPAs were outstanding as of December 31, 2023. The 2019 Stock Plan (2019 Plan) provides for 400 million shares to be authorized for grants. The number of stock options, TSRUs, RSUs, or performance-based awards that may be granted to any one individual during any 36-month period is limited to 20 million shares. RSUs count as three shares, and PPSs, PSAs and BPAs count as three shares times the maximum potential payout, while TSRUs and stock options count as one share, toward the maximum shares available under the 2019 Plan. As of December 31, 2023, 248 million shares were available for award, including 68 million shares that we assumed from the remaining shares available from the stock plan of Seagen which can be issued to legacy employees of Seagen and newly hired employees after the date of acquisition once such shares are registered on Form S-8. Although not required to do so, we have used authorized and unissued shares and, to a lesser extent, treasury stock to satisfy our obligations under these programs. Pfizer Inc. 2023 Form 10-K 91 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies A summary of the awards and valuation details: Awarded to Terms Valuation Recognition and Presentation Total Shareholder Return Units (TSRUs) Senior and other key management and select employees • Entitle the holder to receive shares of our common stock with a value equal to the difference between the defined settlement price and the grant price, plus the dividend equivalents accumulated during the five or seven -year term, if and to the extent the total value is positive. • Settlement price is the average closing price of our common stock during the 20 trading days ending on the fifth or seventh anniversary of the grant, as applicable; the grant price is the closing price of our common stock on the date of the grant. • Automatically settle on the fifth or seventh anniversary of the grant but vest on the third anniversary of the grant. • Retirement-eligible holders can convert their TSRUs, when vested, into Profit Units (PTUs) with a conversion ratio based on a calculation used to determine the shares at TSRU settlement. The PTUs are entitled to earn Dividend Equivalent Units (DEUs), and the PTUs and DEUs will be settled in our common stock on the TSRUs’ original settlement date and will be subject to the terms and conditions of the original grant including forfeiture provisions. As of the grant date using a Monte Carlo simulation model Amortized on a straight-line basis over the vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate. Restricted Stock Units (RSUs) Select employees • Entitle the holder to receive a specified number of shares of our common stock, including dividend equivalents that are reinvested into additional RSUs. • For RSUs granted before 2022, generally in all instances, the units vest on the third anniversary of the grant date assuming continuous service from the grant date. Beginning in 2022, generally in all instances, the units vest and distribute one-third per year for three years on each of the three annual anniversaries from the date of grant assuming continuous service from the grant date. As of the grant date using the closing price of our common stock Amortized on a straight-line basis for RSUs granted before 2022, and on an accelerated attribution approach for RSUs granted beginning in 2022, over the vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate. Portfolio Performance Shares (PPSs) Select employees • Entitle the holder to receive, at the end of the performance period, shares of our common stock, if any, including shares resulting from dividend equivalents earned on such shares. • For PPSs granted, the awards vest on the third anniversary of the grant assuming continuous service from the grant date and the number of shares paid, if any, depends on the achievement of predetermined goals related to Pfizer’s long-term product portfolio during a three or five -year performance period from the year of the grant date, as applicable. • The number of shares that may be earned ranges from 0 % to 200 % of the initial award depending on goal achievement over the performance period. As of the grant date using the intrinsic value method using the closing price of our common stock Amortized on a straight-line basis over the vesting term into Cost of sales , Selling, informational and administrative expenses and/or Research and development expenses , as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned, and management’s assessment of the probability that the specified performance criteria will be achieved. Performance Share Awards (PSAs) Senior and other key management • Entitle the holder to receive, at the end of the performance period, shares of our common stock (retirees) earned, if any, or an equal value in cash (active colleagues), including dividend equivalents on shares earned, dependent upon the achievement of predetermined goals related to two measures: a. Adjusted net income over three one -year periods; and b. TSR as compared to the NYSE ARCA Pharmaceutical Index (DRG Index) over the three -year performance period. • PSAs vest on the third anniversary of the grant assuming continuous service from the grant date. • The award that may be earned ranges from 0 % to 200 % of the target award depending on goal achievement over the performance period. As of the grant date using the intrinsic value method using the closing price of our common stock Amortized on a straight-line basis over the vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned and management’s assessment of the probability that the specified performance criteria will be achieved. Breakthrough Performance Awards (BPAs) Select employees identified as instrumental in delivering medicines to patients (excluding executive officers) • Entitle the holder to receive, at the end of the performance period, shares of our common stock, if any, including shares resulting from dividend equivalents earned on such shares. • For BPAs granted, the awards, if earned/vested, are settled at the end of the performance period, but no earlier than the one -year anniversary of the date of grant and dependent upon the achievement of the respective predetermined performance goals related to advancing Pfizer’s product pipeline during the performance period. • The number of shares that may be earned ranges from 0 % to 600 % of the target award depending on the level and timing of goal achievement over the performance period. As of the grant date using the intrinsic value method using the closing price of our common stock Amortized on a straight-line basis over the probable vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned and management’s assessment of the probability that the specified performance criteria will be achieved and/or management’s assessment of the probable vesting term. Pfizer Inc. 2023 Form 10-K 92 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Awarded to Terms Valuation Recognition and Presentation Stock Options Select employees • Entitle the holder to purchase a specified number of shares of our common stock at a price per share equal to the closing market price of our common stock on the date of grant, for a period of time when vested. • Since 2016, only a limited set of non-U.S. employees received stock option grants. No stock options were awarded to senior and other key management in any period presented. • Stock options vest on the third anniversary of the grant assuming continuous service from the grant date and have a contractual term of 10 years. As of the grant date using the Black-Scholes-Merton option-pricing model Amortized on a straight-line basis over the vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate. The following provides data related to all TSRU, RSU, PPS, PSA and stock option activity: (MILLIONS, EXCEPT FAIR VALUE OF SHARES VESTED PER TSRU AND STOCK OPTION) TSRUs RSUs PPSs PSAs Stock Options Year Ended December 31, 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 Total fair value of shares vested (a) $ 10.71 $ 11.72 $ 7.26 $ 505 $ 345 $ 304 $ 116 $ 145 $ 181 $ 58 $ 57 $ 33 $ 7.88 $ 9.44 $ 4.86 Total intrinsic value of options exercised or share units converted $ 755 $ 1,131 $ 594 $ 250 $ 280 $ 228 $ 102 $ 247 $ 584 Cash received upon exercise $ 181 $ 260 $ 795 Tax benefits realized from exercise $ 20 $ 46 $ 106 Compensation cost recognized/(reduced), pre-tax $ 244 $ 255 $ 259 $ 437 $ 402 $ 281 $( 138 ) $ 144 $ 535 $( 5 ) $ 73 $ 76 $ 4 $ 4 $ 5 Total compensation cost related to nonvested awards not yet recognized, pre-tax $ 192 $ 179 $ 187 $ 212 $ 266 $ 271 $ 81 $ 135 $ 175 $ 22 $ 38 $ 54 $ 4 $ 3 $ 3 Weighted-average period over which cost is expected to be recognized (years) 1.7 1.7 1.6 1.8 1.7 1.8 1.8 1.7 1.8 1.8 1.8 1.8 1.7 1.7 1.6 (a) Weighted-average GDFV per TSRUs and stock options. Total share-based payment expense was $ 525 million, $ 872 million and $ 1.2 billion in 2023, 2022 and 2021, respectively. Tax benefit for share-based compensation expense was $ 93 million, $ 160 million and $ 227 million in 2023, 2022 and 2021, respectively. The table above excludes total expense due to the modification for share-based awards in connection with our cost reduction/productivity initiatives, which was not significant for all years presented and is recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ). Amounts capitalized as part of inventory cost were not significant for any period presented. Summary of the weighted-average assumptions used in the valuation of TSRUs and stock options: TSRUs Stock Options Year Ended December 31, 2023 2022 2021 2023 2022 2021 Expected dividend yield (based on a constant dividend yield during the expected term) 3.80 % 3.42 % 4.51 % 3.80 % 3.42 % 4.51 % Risk-free interest rate (based on interpolated yield on U.S. Treasury zero-coupon issues) 4.08 % 1.87 % 0.93 % 4.03 % 1.93 % 1.27 % Expected stock price volatility (based on implied volatility, after consideration of historical volatility) 23.23 % 29.20 % 26.53 % 23.23 % 29.21 % 26.54 % TSRUs contractual/stock options expected term, years (based on historical exercise and post-vesting termination patterns for stock options) 5.15 5.17 5.15 6.50 6.50 6.75 Summary of all TSRU, RSU, PPS and PSA activity during 2023 (with the shares granted representing the maximum award that could be achieved for PPSs and PSAs): TSRUs RSUs PPSs (a) PSAs TSRUs Per TSRU, Weighted Average Shares Weighted Avg. GDFV per share Shares Weighted Avg. Intrinsic Value per share Shares Weighted Avg. Intrinsic Value per share (Thousands) GDFV Grant Price (Thousands) (Thousands) (Thousands) Nonvested, December 31, 2022 101,693 $ 7.58 $ 35.26 27,826 $ 38.26 22,322 $ 51.24 5,018 $ 51.24 Granted 26,631 10.71 42.29 10,007 42.11 8,751 42.30 1,623 42.30 Vested ( 48,277 ) 6.08 31.38 ( 12,330 ) 37.15 ( 7,736 ) 40.78 ( 1,428 ) 40.74 Reinvested dividend equivalents 1,195 36.07 Forfeited ( 2,374 ) 9.99 40.86 ( 855 ) 41.25 ( 1,112 ) 36.09 ( 479 ) 38.47 Nonvested, December 31, 2023 77,673 $ 9.67 $ 39.92 25,844 $ 40.08 22,225 $ 28.79 4,734 $ 28.79 (a) Vested and non-vested shares outstanding, but not paid as of December 31, 2023 were 35.8 million. Pfizer Inc. 2023 Form 10-K 93 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Summary of TSRU and PTU information as of December 31, 2023 (a), (b) : TSRUs (Thousands) PTUs (Thousands) Weighted-Average Grant Price Per TSRU Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (c) (Millions) TSRUs Outstanding 163,572 $ 36.83 2.0 $ 131 TSRUs Vested 85,899 34.05 0.8 131 TSRUs Expected to vest (d) 75,276 $ 39.82 3.2 — Outstanding PTUs converted from TSRUs exercised 1,060 0.6 $ 31 (a) In 2023, we settled 38,957,175 TSRUs with a weighted-average grant price of $ 29.80 per unit. (b) In 2023, 1,827,019 TSRUs with a weighted-average grant price of $ 31.73 per unit were converted into 679,742 PTUs. (c) Market price of our underlying common stock less exercise price. (d) The number of TSRUs expected to vest takes into account an estimate of expected forfeitures . Summary of all stock option activity during 2023: Shares (Thousands) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (a) (Millions) Outstanding, December 31, 2022 35,280 $ 31.47 Granted 635 42.30 Exercised ( 6,709 ) 27.47 Forfeited ( 36 ) 39.37 Expired ( 718 ) 31.25 Outstanding, December 31, 2023 28,452 32.66 1.7 $ — Vested and expected to vest, December 31, 2023 (b) 28,385 32.63 1.7 — Exercisable, December 31, 2023 26,667 $ 32.19 1.3 $ — (a) Market price of our underlying common stock less exercise price. (b) The number of options expected to vest takes into account an estimate of expected forfeitures. Note 14. Earnings Per Common Share Attributable to Pfizer Inc. Common Shareholders The following presents the detailed calculation of EPS: Year Ended December 31, (IN MILLIONS) 2023 2022 2021 EPS Numerator Income from continuing operations attributable to Pfizer Inc. common shareholders $ 2,134 $ 31,366 $ 22,414 Discontinued operations––net of tax ( 15 ) 6 ( 434 ) Net income attributable to Pfizer Inc. common shareholders $ 2,119 $ 31,372 $ 21,979 EPS Denominator Weighted-average number of common shares outstanding––Basic 5,643 5,608 5,601 Common-share equivalents 66 125 107 Weighted-average number of common shares outstanding––Diluted 5,709 5,733 5,708 Anti-dilutive common stock equivalents (a) 9 1 2 (a) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect. Note 15. Leases We lease real estate, fleet, and equipment for use in our operations. Our leases generally have lease terms of 1 to 30 years, some of which include options to terminate or extend leases for up to 5 to 10 years or on a month-to-month basis. We include options that are reasonably certain to be exercised as part of the determination of lease terms. We may negotiate termination clauses in anticipation of any changes in market conditions, but generally these termination options have not been exercised. Residual value guarantees are generally not included within our operating leases with the exception of some fleet leases. In addition to base rent payments, the leases may require us to pay directly for taxes and other non-lease components, such as insurance, maintenance and other operating expenses, which may be dependent on usage or vary month-to-month. Variable lease payments amounted to $ 444 million in 2023, $ 536 million in 2022 and $ 381 million in 2021. We elected the practical expedient to not separate non-lease components from lease components in calculating the amounts of ROU assets and lease liabilities for all underlying asset classes. We determine if an arrangement is a lease at inception of the contract and we perform the lease classification test as of the lease commencement date. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date Pfizer Inc. 2023 Form 10-K 94 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. For operating leases, the ROU assets and liabilities in our consolidated balance sheets follows: As of December 31, (MILLIONS) Balance Sheet Classification 2023 2022 ROU assets Other noncurrent assets $ 2,924 $ 3,002 Lease liabilities (short-term) Other current liabilities 527 620 Lease liabilities (long-term) Other noncurrent liabilities 2,626 2,597 Components of total lease cost includes: Year Ended December 31, (MILLIONS) 2023 2022 2021 Operating lease cost $ 863 $ 714 $ 548 Variable lease cost 444 536 381 Sublease income ( 24 ) ( 32 ) ( 41 ) Total lease cost $ 1,283 $ 1,218 $ 888 Other supplemental information follows: As of December 31, (MILLIONS) 2023 2022 Operating leases Weighted-Average Remaining Contractual Lease Term (Years) 10.8 11 Weighted-Average Discount Rate 3.8 % 3.0 % Year Ended December 31, (MILLIONS) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 744 $ 617 $ 387 (Gains)/losses on sale and leaseback transactions, net ( 49 ) 11 1 The following reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheet as of December 31, 2023: (MILLIONS) Period Operating Lease Liabilities Next one year (a) $ 639 1-2 years 474 2-3 years 387 3-4 years 319 4-5 years 262 Thereafter 1,743 Total undiscounted lease payments 3,824 Less: Imputed interest 671 Present value of minimum lease payments 3,153 Less: Current portion 527 Noncurrent portion $ 2,626 (a) Reflects lease payments due within 12 months subsequent to the balance sheet date. Note 16. Contingencies and Certain Commitments We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, including tax and legal contingencies, guarantees and indemnifications. The following outlines our legal contingencies, guarantees and indemnifications. For a discussion of our tax contingencies, see Note 5D . A. Legal Proceedings Our legal contingencies include, but are not limited to, the following: • Patent litigation, which typically involves challenges to the coverage and/or validity of patents on various products, processes or dosage forms. An adverse outcome could result in loss of patent protection for a product, a significant loss of revenues from a product or impairment of the value of associated assets. We are the plaintiff in the majority of these actions. Pfizer Inc. 2023 Form 10-K 95 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies • Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others, and often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters. • Commercial and other asserted or unasserted matters, which can include acquisition-, licensing-, intellectual property-, collaboration- or co-promotion-related and product-pricing claims and environmental claims and proceedings, and can involve complexities that will vary from matter to matter. • Government investigations, which often are related to the extensive regulation of pharmaceutical companies by national, state and local government agencies in the U.S. and in other jurisdictions. Certain of these contingencies could result in increased expenses and/or losses, including damages, royalty payments, fines and/or civil penalties, which could be substantial, and/or criminal charges. We believe that our claims and defenses in matters in which we are a defendant are substantial, but litigation is inherently unpredictable and excessive verdicts do occur. We do not believe that any of these matters will have a material adverse effect on our financial position. However, we could incur judgments, enter into settlements or revise our expectations regarding the outcome of matters, which could have a material adverse effect on our results of operations and/or our cash flows in the period in which the amounts are accrued or paid. We have accrued for losses that are both probable and reasonably estimable. Substantially all of our contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments, which result from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Amounts recorded for legal and environmental contingencies can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. For proceedings under environmental laws to which a governmental authority is a party, we have adopted a disclosure threshold of $ 1 million in potential or actual governmental monetary sanctions. The principal pending matters to which we are a party are discussed below. In determining whether a pending matter is a principal matter, we consider both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages and the nature of other relief sought, if specified; our view of the merits of the claims and of the strength of our defenses; whether the action purports to be, or is, a class action and, if not certified, our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; whether related actions have been transferred to multidistrict litigation; any experience that we or, to our knowledge, other companies have had in similar proceedings; whether disclosure of the action would be important to a reader of our financial statements, including whether disclosure might change a reader’s judgment about our financial statements in light of all of the information that is available to the reader; the potential impact of the proceeding on our reputation; and the extent of public interest in the matter. In addition, with respect to patent matters in which we are the plaintiff, we consider, among other things, the financial significance of the product protected by the patent(s) at issue. Some of the matters discussed below include those which management believes that the likelihood of possible loss in excess of amounts accrued is remote. A1. Legal Proceedings––Patent Litigation We are involved in suits relating to our patents (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights), including but not limited to, those discussed below. We face claims by generic drug manufacturers that patents covering our products (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights and to which we may or may not be a party), processes or dosage forms are invalid and/or do not cover the product of the generic drug manufacturer. Also, counterclaims, as well as various independent actions, have been filed alleging that our assertions of, or attempts to enforce, patent rights with respect to certain products constitute unfair competition and/or violations of antitrust laws. In addition to the challenges to the U.S. patents that are discussed below, patent rights to certain of our products or those of our collaboration/licensing partners are being challenged in various other jurisdictions. Some of our collaboration or licensing partners face challenges to the validity of their patent rights in non-U.S. jurisdictions. For example, in April 2022, the U.K. High Court issued a judgment finding invalid a BMS patent related to Eliquis due to expire in 2026. In May 2023, the Court of Appeal dismissed BMS’s appeal and in October 2023, the Supreme Court refused BMS’s permission to appeal. Additional challenges are pending in other jurisdictions. Also, in July 2022, CureVac AG (CureVac) brought a patent infringement action against BioNTech and certain of its subsidiaries in the German Regional Court alleging that Comirnaty infringes certain German utility model patents and certain expired and unexpired European patents. Additional challenges involving Comirnaty patents may be filed against us and/or BioNTech in other jurisdictions in the future. Adverse decisions in these matters could have a material adverse effect on our results of operations. We are also party to patent damages suits in various jurisdictions pursuant to which generic drug manufacturers, payors, governments or other parties are seeking damages from us for allegedly causing delay of generic entry. We also are often involved in other proceedings, such as inter partes review, post-grant review, re-examination or opposition proceedings, before the U.S. Patent and Trademark Office, the European Patent Office, or other foreign counterparts, as well as court proceedings relating to our intellectual property or the intellectual property rights of others, including challenges to such rights initiated by us. Also, if one of our patents (or one of our collaboration/licensing partner’s patents) is found to be invalid by such proceedings, generic or competitive products could be introduced into the market resulting in the erosion of sales of our existing products. For example, several of the patents in our pneumococcal vaccine portfolio have been challenged in inter partes review and post-grant review proceedings in the U.S. Patent and Trademark Office, as well as outside the U.S. The invalidation of any of the patents in our pneumococcal portfolio could potentially allow additional competitor vaccines, if approved, to enter the marketplace earlier than anticipated. In the event that any of the patents are found valid and infringed, a competitor’s vaccine, if approved, might be prohibited from entering the market or a competitor might be required to pay us a royalty. We are also subject to patent litigation pursuant to which one or more third parties seek damages and/or injunctive relief to compensate for alleged infringement of its patents by our commercial or other activities. If one of our marketed products (or a product of our collaboration/ Pfizer Inc. 2023 Form 10-K 96 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies licensing partners to which we have licenses or co-promotion rights) is found to infringe valid patent rights of a third party, such third party may be awarded significant damages or royalty payments, or we may be prevented from further sales of that product. Such damages may be enhanced as much as three-fold if we or one of our subsidiaries is found to have willfully infringed valid patent rights of a third party. Actions In Which We Are The Plaintiff Xeljanz (tofacitinib) Beginning in 2017, we brought patent-infringement actions against several generic manufacturers that filed separate abbreviated new drug applications (ANDAs) with the FDA seeking approval to market their generic versions of tofacitinib tablets in one or both of 5 mg and 10 mg dosage strengths, and in both immediate and extended release forms. To date, we have settled actions with several manufacturers on terms not material to us. The remaining actions continue in the U.S. District Court for the District of Delaware as described below. In October 2021, we brought a separate patent-infringement action against Sinotherapeutics Inc. (Sinotherapeutics) asserting the infringement and validity of our patent covering extended release formulations of tofacitinib that was challenged by Sinotherapeutics in its ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets. In November 2022, we filed an additional patent-infringement action against Sinotherapeutics relating to its challenge of our extended release formulation and method of treatment patents in its ANDA seeking approval to market a generic version of tofacitinib 22 mg extended release tablets. In June 2023, we brought a patent-infringement action against Aurobindo Pharma Limited and Aurobindo Pharma USA, Inc. (collectively Aurobindo) asserting the infringement and validity of our basic compound patent, in connection with Aurobindo’s ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets. In December 2023, we reached a settlement agreement with Aurobindo on terms not material to the Company. Ibrance (palbociclib) Beginning in January 2021, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Ibrance tablets. We have settled with one of these generic companies on terms not material to us, and have dismissed the patent infringement actions against all other generic companies except for the action against Synthon Pharmaceuticals Inc. and its affiliated entities (collectively, Synthon), in which we have asserted the infringement and validity of the composition of matter patent, expiring in 2027. In December 2023, we reached a settlement agreement with Synthon on terms not material to the Company. Mektovi (binimetinib) Beginning in August 2022, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Mektovi. The companies assert the invalidity and non-infringement of two method of use patents expiring in 2030, a method of use patent expiring in 2031, two method of use patents expiring in 2033, and a product by process patent expiring in 2033. Beginning in September 2022, we brought patent infringement actions against the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of all six patents. In August 2022 we received notice from Teva Pharmaceuticals, Inc. (Teva) that it had filed an ANDA seeking approval to market a generic version of Mektovi. Teva asserts the invalidity and non-infringement of two method of use patents expiring in 2033 and a product by process patent expiring in 2033. In June 2023, we brought a patent infringement action against Teva in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the three patents. Vyndaqel-Vyndamax(tafamidis/tafamidis meglumine) Beginning in June 2023, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of tafamidis capsules (61 mg) or tafamidis meglumine capsules (20 mg), challenging some or all of the patents listed in the FDA’s Orange Book for Vyndamax (tafamidis) and Vyndaqel (tafamidis meglumine). Scripps Research Institute (Scripps) owns the composition of matter patent and the method of treatment patents covering the products, and Pfizer is the exclusive licensee. Pfizer separately owns the crystalline form patent. Beginning in August 2023, we and Scripps brought patent infringement actions against the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the patents in suit. Pfizer is the sole plaintiff in actions that assert only the infringement and validity of the crystalline form patent. Actions in Which We are the Defendant Comirnaty In March 2022, Alnylam Pharmaceuticals, Inc. (Alnylam) filed a complaint in the U.S. District Court for the District of Delaware against Pfizer and Pharmacia & Upjohn Company LLC, our wholly owned subsidiary, alleging that Comirnaty infringes a U.S. patent issued in February 2022, and seeking unspecified monetary damages. In July 2022, Alnylam filed a second complaint in the U.S. District Court for the District of Delaware against Pfizer, Pharmacia & Upjohn Company LLC, BioNTech and BioNTech Manufacturing GmbH, alleging that Comirnaty infringes a U.S. patent issued in July 2022, and seeking unspecified monetary damages. In May 2023, Alnylam filed a separate complaint in the U.S. District Court for the District of Delaware against Pfizer and Pharmacia & Upjohn Company LLC alleging that Comirnaty infringes four additional U.S. patents issued on various dates in 2023 and seeking unspecified monetary damages. In August 2022, ModernaTX, Inc. (ModernaTX) and Moderna US, Inc. (Moderna) sued Pfizer, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Massachusetts, alleging that Comirnaty infringes three U.S. patents. In its complaint, Moderna stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes two European patents. The German infringement action was stayed in December 2023 pending further action from the European Patent Office on the patents at issue. In September 2022, ModernaTX filed patent infringement actions in the U.K. and in the Netherlands against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, on the same two European patents. In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In the U.K., Pfizer and BioNTech brought an action against ModernaTX seeking to revoke these two European patents, which was consolidated with the September 2022 action filed by ModernaTX. In November 2023, one of the European patents was revoked by the European Patent Office. In December 2023, the other European patent was declared invalid by a court in the Pfizer Inc. 2023 Form 10-K 97 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Netherlands (the invalidity decision is limited to the Netherlands). ModernaTX has also filed additional patent infringement actions against Pfizer and BioNTech in certain other ex-U.S. jurisdictions. In April 2023, Arbutus Biopharma Corporation (Arbutus) and Genevant Sciences GmbH (Genevant) filed a complaint in the U.S. District Court for the District of New Jersey against Pfizer and BioNTech alleging that Comirnaty and its manufacture infringe five U.S. patents, and seeking unspecified monetary damages. Paxlovid In June 2022, Enanta Pharmaceuticals, Inc. filed a complaint in the U.S. District Court for the District of Massachusetts against Pfizer alleging that the active ingredient in Paxlovid, nirmatrelvir, infringes a U.S. patent issued in June 2022, and seeking unspecified monetary damages. Abrysvo In August 2023, GlaxoSmithKline Biologics SA and GlaxoSmithKline LLC (collectively, GSK Group) filed a complaint in the U.S. District Court for the District of Delaware against Pfizer alleging that the active ingredient in Abrysvo infringes four U.S. patents. The complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults over 60 years of age. In November 2023, GSK Group amended its complaint to assert infringement of two additional patents. In addition, we have challenged certain of GSK’s RSV vaccine patents in certain ex-U.S. jurisdictions, including the U.K., the Netherlands and Belgium, and GSK has asserted that Abrysvo infringes these patents. Matters Involving Pfizer and its Collaboration/Licensing Partners Comirnaty In July 2022, Pfizer, BioNTech and BioNTech Manufacturing GmbH filed a declaratory judgment complaint against CureVac in the U.S. District Court for the District of Massachusetts seeking a judgment of non-infringement for three U.S. patents relating to Comirnaty. In May 2023, the case was transferred to the U.S. District Court for the Eastern District of Virginia. Also in May 2023, CureVac asserted that Comirnaty infringes the three patents that were the subject of our declaratory judgment complaint, and in May and July 2023, CureVac asserted that Comirnaty infringes a number of additional U.S. patents. In the U.K., Pfizer and BioNTech have sued CureVac seeking a judgment of invalidity of several patents and CureVac has made certain infringement counterclaims. A2. Legal Proceedings––Product Litigation We are defendants in numerous cases, including but not limited to those discussed below, related to our pharmaceutical and other products. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. Asbestos Between 1967 and 1982, Warner-Lambert owned American Optical Corporation (American Optical), which manufactured and sold respiratory protective devices and asbestos safety clothing. In connection with the sale of American Optical in 1982, Warner-Lambert agreed to indemnify the purchaser for certain liabilities, including certain asbestos-related and other claims. Warner-Lambert was acquired by Pfizer in 2000 and is a wholly owned subsidiary of Pfizer. Warner-Lambert is actively engaged in the defense of, and will continue to explore various means of resolving, these claims. Numerous lawsuits against American Optical, Pfizer and certain of its previously owned subsidiaries are pending in various federal and state courts seeking damages for alleged personal injury from exposure to products allegedly containing asbestos and other allegedly hazardous materials sold by Pfizer and certain of its previously owned subsidiaries. There also are a small number of lawsuits pending in various federal and state courts seeking damages for alleged exposure to asbestos in facilities owned or formerly owned by Pfizer or its subsidiaries. Effexor Beginning in 2011, actions, including purported class actions, were filed in various federal courts against Wyeth and, in certain of the actions, affiliates of Wyeth and certain other defendants relating to Effexor XR, which is the extended-release formulation of Effexor. The plaintiffs in each of the class actions seek to represent a class consisting of all persons in the U.S. and its territories who directly purchased, indirectly purchased or reimbursed patients for the purchase of Effexor XR or generic Effexor XR from any of the defendants from June 14, 2008 until the time the defendants’ allegedly unlawful conduct ceased. The plaintiffs in all of the actions allege delay in the launch of generic Effexor XR in the U.S. and its territories, in violation of federal antitrust laws and, in certain of the actions, the antitrust, consumer protection and various other laws of certain states, as the result of Wyeth fraudulently obtaining and improperly listing certain patents for Effexor XR in the Orange Book, enforcing certain patents for Effexor XR and entering into a litigation settlement agreement with a generic drug manufacturer with respect to Effexor XR. Each of the plaintiffs seeks treble damages (for itself in the individual actions or on behalf of the putative class in the purported class actions) for alleged price overcharges for Effexor XR or generic Effexor XR in the U.S. and its territories since June 14, 2008. All of these actions have been consolidated in the U.S. District Court for the District of New Jersey. In 2014, the District Court dismissed the direct purchaser plaintiffs’ claims based on the litigation settlement agreement, but declined to dismiss the other direct purchaser plaintiff claims. In 2015, the District Court entered partial final judgments as to all settlement agreement claims, including those asserted by direct purchasers and end-payor plaintiffs, which plaintiffs appealed to the U.S. Court of Appeals for the Third Circuit. In 2017, the U.S. Court of Appeals for the Third Circuit reversed the District Court’s decisions and remanded the claims to the District Court. Lipitor Beginning in 2011, purported class actions relating to Lipitor were filed in various federal courts against, among others, Pfizer, certain Pfizer affiliates, and, in most of the actions, Ranbaxy Laboratories Limited (Ranbaxy) and certain Ranbaxy affiliates. The plaintiffs in these various actions seek to represent nationwide, multi-state or statewide classes consisting of persons or entities who directly purchased, indirectly purchased or reimbursed patients for the purchase of Lipitor (or, in certain of the actions, generic Lipitor) from any of the defendants from March 2010 until the cessation of the defendants’ allegedly unlawful conduct (the Class Period). The plaintiffs allege delay in the launch of generic Lipitor, in violation of federal antitrust laws and/or state antitrust, consumer protection and various other laws, resulting from (i) the Pfizer Inc. 2023 Form 10-K 98 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies 2008 agreement pursuant to which Pfizer and Ranbaxy settled certain patent litigation involving Lipitor and Pfizer granted Ranbaxy a license to sell a generic version of Lipitor in various markets beginning on varying dates, and (ii) in certain of the actions, the procurement and/or enforcement of certain patents for Lipitor. Each of the actions seeks, among other things, treble damages on behalf of the putative class for alleged price overcharges for Lipitor (or, in certain of the actions, generic Lipitor) during the Class Period. In addition, individual actions have been filed against Pfizer, Ranbaxy and certain of their affiliates, among others, that assert claims and seek relief for the plaintiffs that are substantially similar to the claims asserted and the relief sought in the purported class actions described above. These various actions have been consolidated for pre-trial proceedings in a MDL in the U.S. District Court for the District of New Jersey. In September 2013 and 2014, the District Court dismissed with prejudice the claims of the direct purchasers. In October and November 2014, the District Court dismissed with prejudice the claims of all other MDL plaintiffs. All plaintiffs appealed the District Court’s orders dismissing their claims with prejudice to the U.S. Court of Appeals for the Third Circuit. In addition, the direct purchaser class plaintiffs appealed the order denying their motion to amend the judgment and for leave to amend their complaint to the Court of Appeals. In 2017, the Court of Appeals reversed the District Court’s decisions and remanded the claims to the District Court. Also, in 2013, the State of West Virginia filed an action in West Virginia state court against Pfizer and Ranbaxy, among others, that asserts claims and seeks relief on behalf of the State of West Virginia and residents of that state that are substantially similar to the claims asserted and the relief sought in the purported class actions described above. EpiPen (Direct Purchaser) In February 2020, a lawsuit was filed in the U.S. District Court for the District of Kansas against Pfizer, its current and former affiliates King and Meridian, and various Mylan entities, on behalf of a purported U.S. nationwide class of direct purchaser plaintiffs who purchased EpiPen devices directly from the defendants. Plaintiffs in this action generally allege that Pfizer and Mylan conspired to delay market entry of generic EpiPen through the settlement of patent litigation regarding EpiPen, and thereby delayed market entry of generic EpiPen in violation of federal antitrust law. Plaintiffs seek treble damages for alleged overcharges for EpiPen since 2011. In July 2021, the District Court granted defendants’ motion to dismiss the direct purchaser complaint, without prejudice. In September 2021, plaintiffs filed an amended complaint. In August 2022, the District Court granted Pfizer’s motion to dismiss the complaint, and plaintiffs appealed to the U.S. Court of Appeals for the Tenth Circuit. In October 2023, the parties reached an agreement to settle the litigation on terms not material to Pfizer. The settlement is subject to court approval. Docetaxel • Personal Injury Actions A number of lawsuits have been filed against Hospira and Pfizer in various federal and state courts alleging that plaintiffs who were treated with Docetaxel developed permanent hair loss. The significant majority of the cases also name other defendants, including the manufacturer of the branded product, Taxotere. Plaintiffs seek compensatory and punitive damages. Additional lawsuits have been filed in which plaintiffs allege they developed blocked tear ducts following their treatment with Docetaxel. In 2016, the federal cases were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Eastern District of Louisiana. In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Eastern District of Louisiana. • Mississippi Attorney General Government Action In 2018, the Attorney General of Mississippi filed a complaint in Mississippi state court against the manufacturer of the branded product and eight other manufacturers including Pfizer and Hospira, alleging, with respect to Pfizer and Hospira, a failure to warn about a risk of permanent hair loss in violation of the Mississippi Consumer Protection Act. The action seeks civil penalties and injunctive relief. Zantac A number of lawsuits have been filed against Pfizer in various federal and state courts alleging that plaintiffs developed various types of cancer, or face an increased risk of developing cancer, purportedly as a result of the ingestion of Zantac. The significant majority of these cases also name other defendants that have historically manufactured and/or sold Zantac. Pfizer has not sold Zantac since 2006, and only sold an OTC version of the product. In 2006, Pfizer sold the consumer business that included its Zantac OTC rights to Johnson & Johnson and transferred the assets and liabilities related to Zantac OTC to Johnson & Johnson in connection with the sale. Plaintiffs in these cases seek compensatory and punitive damages. In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022, the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, which has resulted in the dismissal of all complaints in the litigation. Plaintiffs have appealed the Federal MDL Court’s rulings. In addition, (i) Pfizer has received service of Canadian class action complaints naming Pfizer and other defendants, and seeking compensatory and punitive damages for personal injury and economic loss, allegedly arising from the defendants’ sale of Zantac in Canada; and (ii) the State of New Mexico and the Mayor and City Council of Baltimore separately filed civil actions against Pfizer and many other defendants in state courts, alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions. In April 2021, a Judicial Council Coordinated Proceeding was created in the Superior Court of California in Alameda County to coordinate personal injury actions against Pfizer and other defendants filed in California state court. Coordinated proceedings have also been created in other state courts. The large majority of the state court cases have been filed in the Superior Court of Delaware in New Castle County. Many of these Zantac-related cases have been outstanding for a number of years and could take many more years to resolve. From time to time, Pfizer has explored and will continue to explore opportunistic settlements of these matters. Pfizer Inc. 2023 Form 10-K 99 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Chantix Beginning in August 2021, a number of putative class actions have been filed against Pfizer in various U.S. federal courts following Pfizer’s voluntary recall of Chantix due to the presence of a nitrosamine, N-nitroso-varenicline. Plaintiffs assert that they suffered economic harm purportedly as a result of purchasing Chantix or generic varenicline medicines sold by Pfizer. Plaintiffs seek to represent nationwide and state-specific classes and seek various remedies, including damages and medical monitoring. In December 2022, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Southern District of New York. Similar putative class actions have been filed in Canada and Israel, where the product brand is Champix. A3. Legal Proceedings––Commercial and Other Matters Monsanto-Related Matters In 1997, Monsanto Company (Former Monsanto) contributed certain chemical manufacturing operations and facilities to a newly formed corporation, Solutia Inc. (Solutia), and spun off the shares of Solutia. In 2000, Former Monsanto merged with Pharmacia & Upjohn Company to form Pharmacia. Pharmacia then transferred its agricultural operations to a newly created subsidiary, named Monsanto Company (New Monsanto), which it spun off in a two-stage process that was completed in 2002. Pharmacia was acquired by Pfizer in 2003 and is a wholly owned subsidiary of Pfizer. In connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities related to Pharmacia’s former agricultural business. New Monsanto has defended and/or is defending Pharmacia in connection with various claims and litigation arising out of, or related to, the agricultural business, and has been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation. In connection with its spin-off in 1997, Solutia assumed, and agreed to indemnify Pharmacia for, liabilities related to Former Monsanto’s chemical businesses. As the result of its reorganization under Chapter 11 of the U.S. Bankruptcy Code, Solutia’s indemnification obligations relating to Former Monsanto’s chemical businesses are primarily limited to sites that Solutia has owned or operated. In addition, in connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities primarily related to Former Monsanto’s chemical businesses, including, but not limited to, any such liabilities that Solutia assumed. Solutia’s and New Monsanto’s assumption of, and agreement to indemnify Pharmacia for, these liabilities apply to pending actions and any future actions related to Former Monsanto’s chemical businesses in which Pharmacia is named as a defendant, including, without limitation, actions asserting environmental claims, including alleged exposure to polychlorinated biphenyls. Solutia and/or New Monsanto are defending Pharmacia in connection with various claims and litigation arising out of, or related to, Former Monsanto’s chemical businesses, and have been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation. Environmental Matters In 2009, as part of our acquisition of Wyeth, we assumed responsibility for environmental remediation at the Wyeth Holdings LLC (formerly known as Wyeth Holdings Corporation and American Cyanamid Company) discontinued industrial chemical facility in Bound Brook, New Jersey. Since that time, we have executed or have become a party to a number of administrative settlement agreements, orders on consent, and/or judicial consent decrees, with the U.S. Environmental Protection Agency, the New Jersey Department of Environmental Protection and/or federal and state natural resource trustees to perform remedial design, removal and remedial actions, and related environmental remediation activities, and to resolve alleged damages to natural resources, at the Bound Brook facility. We have accrued for the currently estimated costs of these activities. We are also party to a number of other proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and other state, local or foreign laws in which the primary relief sought is the cost of past and/or future remediation. Contracts with Iraqi Ministry of Health In 2017, a number of U.S. service members, civilians, and their families brought a complaint in the U.S. District Court for the District of Columbia against a number of pharmaceutical and medical devices companies, including Pfizer and certain of its subsidiaries, alleging that the defendants violated the U.S. Anti-Terrorism Act. The complaint alleges that the defendants provided funding for terrorist organizations through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health, and seeks monetary relief. In July 2020, the District Court granted defendants’ motions to dismiss and dismissed all of plaintiffs’ claims. In January 2022, the Court of Appeals reversed the District Court’s decision. In February 2022, the defendants filed for en banc review of the Court of Appeals’ decision. In February 2023, the Court of Appeals denied defendants’ en banc petitions. Allergan Complaint for Indemnity In 2019, Pfizer was named as a defendant in a complaint, along with King, filed by Allergan Finance LLC (Allergan) in the Supreme Court of the State of New York, asserting claims for indemnity related to Kadian, which was owned for a short period by King in 2008, prior to Pfizer's acquisition of King in 2010. This suit was voluntarily discontinued without prejudice in January 2021. Viatris Securities Litigation In October 2021, a putative class action was filed in the Court of Common Pleas of Allegheny County, Pennsylvania on behalf of former Mylan N.V. shareholders who received Viatris common stock in exchange for Mylan shares in connection with the spin-off of the Upjohn Business and its combination with Mylan (the Transactions). Viatris, Pfizer, and certain of each company’s current and former officers, directors and employees are named as defendants. An amended complaint was filed in January 2023, and alleges that the defendants violated certain provisions of the Securities Act of 1933 in connection with certain disclosures made in or omitted from the registration statement and related prospectus issued in connection with the Transactions, as well as related communications. Plaintiff seeks damages, costs and expenses and other equitable and injunctive relief. In November 2023, the parties reached an agreement to settle the litigation on terms not material to Pfizer. The settlement is subject to court approval. Breach of Contract – Comirnaty In 2023, Pfizer and BioNTech Manufacturing GmbH initiated separate formal proceedings against the Republic of Poland, the Republic of Romania and Hungary in Belgium’s Court of First Instance of Brussels. Pfizer and BioNTech are seeking an order from the Court holding those countries to their commitments for COVID-19 vaccine orders, which were placed as part of their contracts signed in 2021. Pfizer Inc. 2023 Form 10-K 100 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies A4. Legal Proceedings––Government Investigations We are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate. Criminal charges, substantial fines and/or civil penalties, limitations on our ability to conduct business in applicable jurisdictions, corporate integrity or deferred prosecution agreements, as well as reputational harm and increased public interest in the matter could result from government investigations in the U.S. and other jurisdictions in which we do business. These matters often involve government requests for information on a voluntary basis or through subpoenas after which the government may seek additional information through follow-up requests or additional subpoenas. In addition, in a qui tam lawsuit in which the government declines to intervene, the relator may still pursue a suit for the recovery of civil damages and penalties on behalf of the government. Among the investigations by government agencies are the matters discussed below. Greenstone Investigations • U.S. Department of Justice Antitrust Division Investigation Since July 2017, the U.S. Department of Justice’s Antitrust Division has been investigating our former Greenstone generics business. We believe this is related to an ongoing broader antitrust investigation of the generic pharmaceutical industry. We have produced records relating to this investigation. • State Attorneys General and Multi-District Generics Antitrust Litigation In April 2018, Greenstone received requests for information from the Antitrust Department of the Connecticut Office of the Attorney General. In May 2019, Attorneys General of more than 40 states plus the District of Columbia and Puerto Rico filed a complaint against a number of pharmaceutical companies, including Greenstone and Pfizer. The matter has been consolidated with a MDL in the Eastern District of Pennsylvania. As to Greenstone and Pfizer, the complaint alleges anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws. In June 2020, the State Attorneys General filed a new complaint against a large number of companies, including Greenstone and Pfizer, making similar allegations, but concerning a new set of drugs. This complaint was transferred to the MDL in July 2020. The MDL also includes civil complaints filed by private plaintiffs and state counties against Pfizer, Greenstone and a significant number of other defendants asserting allegations that generally overlap with those asserted by the State Attorneys General. Subpoena & Civil Investigative Demand relating to Tris Pharma/Quillivant XR In October 2018, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR. We responded to that subpoena in full and have had no communication with the SDNY in connection with the subpoena since June 2019. Additionally, in September 2020, we received a Civil Investigative Demand (CID) from the Texas Attorney General’s office seeking records of a similar nature to those requested by the SDNY. We produced records in response to this request. In November 2023, the investigation culminated in a qui tam litigation brought by the State of Texas. The investigation is now closed. Government Inquiries relating to Meridian Medical Technologies In February 2019, we received a CID from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at the Meridian site. In August 2019, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Eastern District of Missouri, in coordination with the Department of Justice’s Consumer Protection Branch, seeking similar records and information. We have produced records in response to these and subsequent requests. U.S. Department of Justice/SEC Inquiry relating to Russian Operations In June 2019, we received an informal request from the U.S. Department of Justice’s Foreign Corrupt Practices Act (FCPA) Unit seeking documents relating to our operations in Russia. In September 2019, we received a similar request from the SEC’s FCPA Unit. We have produced records pursuant to these requests. Docetaxel –– Mississippi Attorney General Government Investigation See Legal Proceedings –– Product Litigation –– Docetaxel –– Mississippi Attorney General Government Action above for information regarding a government investigation related to Docetaxel marketing practices. U.S. Department of Justice Inquiries relating to India Operations In March 2020, we received an informal request from the U.S. Department of Justice’s Consumer Protection Branch seeking documents relating to our manufacturing operations in India, including at our former facility located at Irrungattukottai in India. In April 2020, we received a similar request from the U.S. Attorney’s Office for the SDNY regarding a civil investigation concerning operations at our facilities in India. We are producing records pursuant to these requests. U.S. Department of Justice/SEC Inquiry relating to China Operations In June 2020, we received an informal request from the U.S. Department of Justice’s FCPA Unit seeking documents relating to our operations in China. In August 2020, we received a similar request from the SEC’s FCPA Unit. We have produced records pursuant to these requests. Zantac –– State of New Mexico and Mayor and City Council of Baltimore Civil Actions See Legal Proceedings––Product Litigation––Zantac above for information regarding civil actions separately filed by the State of New Mexico and the Mayor and City Council of Baltimore alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions. Government Inquiries relating to Biohaven In June 2022, the U.S. Department of Justice's Commercial Litigation Branch and the U.S. Attorney’s Office for the Western District of New York issued a CID relating to Biohaven. The CID seeks records and information related to, among other things, engagements with healthcare professionals and co-pay coupons cards. In March 2023, the California Department of Insurance issued a subpoena seeking records similar to those requested by the CID. Biohaven is a wholly-owned subsidiary that we acquired in October 2022. We are producing records in response to these requests. Pfizer Inc. 2023 Form 10-K 101 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies U.S. Department of Justice Inquiry relating to Mexico Operations In March 2023, we received an informal request from the U.S. Department of Justice’s FCPA Unit seeking documents relating to our operations in Mexico. We are producing records pursuant to this request. Government Inquiries relating to Xeljanz In April 2023, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Western District of Virginia, in coordination with the Department of Justice’s Commercial Litigation Branch, seeking records and information related to programs Pfizer sponsored in retail pharmacies relating to Xeljanz. We are producing records pursuant to this request. B. Guarantees and Indemnifications In the ordinary course of business and in connection with the sale of assets and businesses and other transactions, we often indemnify our counterparties against certain liabilities that may arise in connection with the transaction or that are related to events and activities prior to or following a transaction. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we may be required to reimburse the loss. These indemnifications are generally subject to various restrictions and limitations. Historically, we have not paid significant amounts under these provisions and, as of December 31, 2023, the estimated fair value of these indemnification obligations is not material to Pfizer. See Note 2C for a description of the March 2022 indemnity provided by Pfizer to GSK in connection with the issuance of notes by the Consumer Healthcare JV. In conjunction with the completion of GSK’s demerger transactions in July 2022, GSK’s guarantee and our related indemnification of GSK’s guarantee were terminated. In addition, in connection with our entry into certain agreements and other transactions, our counterparties may be obligated to indemnify us. For example, our global agreement with BioNTech to co-develop a mRNA-based coronavirus vaccine program aimed at preventing COVID-19 infection, includes certain indemnity provisions pursuant to which each of BioNTech and Pfizer has agreed to indemnify the other for certain liabilities that may arise in connection with certain third-party claims relating to Comirnaty. See Note 7D for information on Pfizer Inc.’s guarantee of the debt issued by PIE in May 2023. We have also guaranteed the long-term debt of certain companies that we acquired and that now are subsidiaries of Pfizer. See Note 7D . C. Certain Commitments As of December 31, 2023, we had commitments totaling $ 5.2 billion that are legally binding and enforceable. These commitments include payments relating to potential milestone payments deemed reasonably likely to occur, and purchase obligations for goods and services. See Note 5A for information on the TCJA repatriation tax liability. D. Contingent Consideration for Acquisitions We may be required to make payments to sellers for certain prior business combinations that are contingent upon future events or outcomes. See No te 1D . The estimated fair value of contingent consideration as of December 31, 2023 is $ 692 million, of which $ 179 million is recorded in Other current liabilities and $ 512 million in Other noncurrent liabilities, and as of December 31, 2022 was $ 645 million, of which $ 42 million was recorded in Other current liabilities and $ 603 million in Other noncurrent liabilities . The increase in the contingent consideration balance from December 31, 2022 is primarily due to fair value adjustments, partially offset by payments made upon the achievement of certain sales-based milestones. E. Insurance Our insurance coverage reflects market conditions (including cost and availability) existing at the time it is written, and our decision to obtain insurance coverage or to self-insure varies accordingly. Depending upon the cost and availability of insurance and the nature of the risk involved, the amount of self-insurance may be significant. The cost and availability of coverage have resulted in self-insuring certain exposures, including product liability. If we incur substantial liabilities that are not covered by insurance or substantially exceed insurance coverage and that are in excess of existing accruals, there could be a material adverse effect on our cash flows or results of operations in the period in which the amounts are paid and/or accrued. Note 17. Segment, Geographic and Other Revenue Information A. Segment Information We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources. In 2023, we managed our commercial operations through two operating segments, each led by a single manager: Biopharma, our innovative science-based biopharmaceutical business, and Business Innovation, an operating segment established in the first quarter of 2023 that includes PC1, our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients, and Pfizer Ignite, an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas. Biopharma is the only reportable segment. Each operating segment has responsibility for its commercial activities. Regional commercial organizations market, distribute and sell our products and are supported by global platform functions that are responsible for the research, development, manufacturing and supply of our products and global corporate enabling functions. Each operating segment has a geographic footprint across developed and emerging markets. Our chief operating decision maker uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation. Beginning in July 2023, in consideration of planned future investments in oncology, including the December 2023 acquisition of Seagen, we reorganized our R&D platform operations. Discovery to late-phase clinical development for oncology is performed by a new end-to-end ORD organization and discovery to late-phase clinical development for all remaining therapeutic areas is consolidated into the end-to-end PRD organization. ORD and PRD replace our former WRDM and GPD organizations, where, prior to July 2023, research units within WRDM were generally responsible for research and early-stage development assets and, prior to July 2023, GPD was generally responsible for the clinical development strategy and operational execution of clinical trials for both early- and late-stage clinical assets in Pfizer’s pipeline. In 2023, Biopharma received R&D services from Pfizer Inc. 2023 Form 10-K 102 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies ORD, PRD and the predecessor WRDM and GPD organizations. These services included IPR&D projects for new investigational products and additional indications for in-line products. Other Business Activities–– Other business activities include the operating results of Business Innovation as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with: • ORD––the R&D expenses managed by our ORD organization, which is responsible for discovery to late-phase clinical development for oncology research projects for our global Biopharma portfolio along with facilitating regulatory submissions and interactions with regulatory agencies for these projects. R&D spending may include upfront and milestone payments for intellectual property rights for oncology projects. • PRD––the R&D expenses managed by our PRD organization, which is responsible for discovery to late-phase clinical development research projects for all therapeutic areas other than oncology for our global Biopharma portfolio, along with facilitating regulatory submissions and interactions with regulatory agencies for these projects. R&D spending may include upfront and milestone payments for intellectual property rights related to non-oncology projects. The PRD organization also has responsibility for certain science-based and other platform-services organizations, which provide end-to-end technical expertise and other services to both ORD and PRD R&D projects, as well as the Worldwide Medical and Safety group, which helps ensure that Pfizer provides all stakeholders––including patients, healthcare providers, pharmacists, payors and health authorities––with complete and up-to-date information on the risks and benefits associated with Pfizer products so that they can make appropriate decisions on how and when to use Pfizer’s medicines. • Corporate and other unallocated––the costs associated with (i) corporate enabling functions (such as digital, global real estate operations, legal, finance, human resources, worldwide public affairs, compliance and worldwide procurement, among others) and other corporate costs, including, but not limited to, all strategy, business development and portfolio management capabilities and certain compensation, as well as interest income and expense, and gains and losses on investments; (ii) overhead costs primarily associated with our manufacturing operations (which include manufacturing variances associated with production) that are not directly assessed to an operating segment, as business unit (segment) management does not manage these costs; and (iii) our share of earnings from Haleon/the Consumer Healthcare JV. Reconciling Items–– The following items, transactions and events are not allocated to our operating segment results: (i) all amortization of intangible assets; (ii) acquisition-related items, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company, and which may also include purchase accounting impacts, such as the incremental charge to cost of sales from the sale of acquired inventory that was written up to fair value, depreciation related to the increase/decrease in fair value of acquired fixed assets, amortization related to the increase in fair value of acquired debt, and the fair value changes for contingent consideration; and (iii) certain significant items, representing substantive and/or unusual, and in some cases recurring, items that are evaluated on an individual basis by management and that, either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis. Such certain significant items can include, but are not limited to, pension and postretirement actuarial remeasurement gains and losses, non-acquisition-related restructuring costs, net gains and losses on investments in equity securities, as well as costs incurred for legal settlements, asset impairments and disposals of assets or businesses, including, as applicable, any associated transition activities. Segment Assets–– We manage our assets on a total company basis, not by operating segment, as our operating assets are shared or commingled. Therefore, our chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Total assets were $ 227 billion as of December 31, 2023 and $ 197 billion as of December 31, 2022. Selected Income Statement Information The following table provides selected income statement information by reportable segment: Total Revenues (a) Earnings (a) Depreciation and Amortization (b) Year Ended December 31, Year Ended December 31, Year Ended December 31, (MILLIONS) 2023 2022 2021 2023 2022 2021 2023 2022 2021 Reportable Segment: Biopharma $ 57,186 $ 98,988 $ 79,557 $ 30,632 $ 57,148 $ 40,647 $ 882 $ 813 $ 789 Other business activities (c) 1,310 1,342 1,731 ( 19,050 ) ( 14,370 ) ( 13,455 ) 654 626 590 Reconciling Items: Amortization of intangible assets ( 4,733 ) ( 3,609 ) ( 3,746 ) 4,733 3,609 3,746 Acquisition-related items ( 1,874 ) ( 832 ) ( 139 ) ( 11 ) ( 20 ) ( 21 ) Certain significant items (d) ( 3,917 ) ( 3,608 ) 1,003 32 36 87 $ 58,496 $ 100,330 $ 81,288 $ 1,058 $ 34,729 $ 24,311 $ 6,290 $ 5,064 $ 5,191 (a) Earnings = Income from continuing operations before provision/(benefit) for taxes on income. Biopharma’s revenues and earnings in 2023 reflect a non-cash revenue reversal of $ 3.5 billion (see Note 17C ). Biopharma’s earnings also include dividend income from our investment in ViiV of $ 265 million in 2023, $ 314 million in 2022 and $ 166 million in 2021. (b) Certain production facilities are shared. Depreciation is allocated based on estimates of physical production. (c) Other business activities include revenues and costs associated with Business Innovation and costs that we do not allocate to our operating segments, per above, including acquired IPR&D expenses in the periods presented (see Notes 2A and 2E ) . In 2023, earnings include approximately $ 6.2 billion of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products. In 2022, earnings included COVID-19-related charges of approximately $ 1.7 billion to Cost of sales , composed of (i) inventory write-offs of approximately $ 1.2 billion related to COVID-19 products that exceeded or were expected to exceed their approved shelf-lives prior to being used and (ii) charges of approximately $ 0.5 billion, primarily related to excess raw materials for Paxlovid. (d) Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above). Earnings in 2023 include, among other items: (i) intangible asset impairment charges of $ 3.0 billion recorded in Other (income)/deductions––net and (ii) restructuring charges/(credits) and implementation costs Pfizer Inc. 2023 Form 10-K 103 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies and additional depreciation—asset restructuring of $ 2.2 billion ($ 290 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related co sts), partially offset by (iii) net gains on equity securities of $ 1.6 billion recorded in Other (income)/deductions––net . Earnings in 2022 included, among other items: (i) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 1.4 billion ($ 562 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related co sts) and (ii) net losses on equity securities of $ 1.3 billion recorded in Other (income)/deductions––net . Earnings in 2021 included, among other items: (i) actuarial valuation and other pension and postretirement plan gains of $ 1.6 billion recorded in Other (income)/deductions––net and (ii) net gains on equity securities of $ 1.3 billion recorded in Other (income)/deductions––net , partially offset by (iii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 1.3 billion ($ 450 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs ). See Notes 3 and 4 . B. Geographic Information The following summarizes revenues by geographic area: Year Ended December 31, (MILLIONS) 2023 2022 2021 United States $ 27,088 $ 42,473 $ 29,746 Developed Europe 11,650 21,982 18,336 Developed Rest of World 7,761 15,778 12,506 Emerging Markets 11,996 20,097 20,701 Total revenues $ 58,496 $ 100,330 $ 81,288 Revenues exceeded $500 million in each of 14 , 24 and 21 countries outside the U.S. in 2023, 2022 and 2021, respectively. The U.S. is the only country to contribute more than 10 % of total revenue in 2023, 2022 and 2021. As a percentage of revenues, our largest country outside the U.S. was Japan, which contributed 6 % of total revenue in 2023, 8 % of total revenue in 2022 and 9 % of total revenue in 2021. C. Other Revenue Information Significant Customers We and our collaboration partner, BioNTech, have entered into agreements to supply pre-specified doses of Comirnaty with multiple developed and emerging nations around the world and are continuing to deliver doses of Comirnaty under such agreements. This includes supply agreements entered into in November 2020 and February and May 2021 with the EC for Comirnaty on behalf of the different EU member states and certain other countries. Each EU member state submits its own Comirnaty vaccine order to us and is responsible for payment pursuant to terms of the supply agreements negotiated by the EC. In May 2023, we and BioNTech amended our contract with the EC to deliver COVID-19 vaccines to the EU. The amended agreement includes rephasing of delivery of doses annually through 2026 and an aggregate volume reduction, providing additional flexibility for those EU member states who agreed to the amended agreement. The EC will maintain access to future adapted COVID-19 vaccines and the ability to donate doses, in alignment with the original agreement. In 2022 and 2023, we had entered into agreements to supply pre-specified treatment courses of Paxlovid with government and government sponsored customers in multiple developed and emerging nations around the world, which represented most Paxlovid revenues in 2022 and 2023, while commercialization began in some markets in 2023. In October 2023, we announced an amended agreement with the U.S. government, which facilitated the transition of Paxlovid to traditional commercial markets starting in November 2023, with prices negotiated with commercial payors and a copay assistance program for eligible privately insured patients, as the U.S. government began to discontinue the distribution of EUA-labeled Paxlovid. We ensured commercial readiness by providing NDA-labeled commercial supply by the end of 2023. However, EUA-labeled Paxlovid remained available free-of-charge to all eligible patients until the end of 2023, and therefore, there was only minimal uptake of NDA-labeled commercial product before January 1, 2024. In connection with this agreement, we recorded a non-cash revenue reversal of $ 3.5 billion in the fourth quarter of 2023, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S. government inventory. We will convert these treatment courses previously purchased by the U.S. government to a volume-based credit, based on the actual number of treatment courses that are returned by the U.S. government, which will support continued access to Paxlovid through a U.S. government patient assistance program operated by Pfizer. Therefore, we expect the patient assistance program will provide an estimated 6.5 million treatment courses of FDA-approved, NDA-labeled Paxlovid free of charge to all eligible uninsured, Medicare and Medicaid patients through 2024, and to eligible uninsured and underinsured patients through 2028. We also agreed to create, in 2024, a U.S. Strategic National Stockpile of 1.0 million treatment courses to enable future pandemic preparedness through 2028, which will be managed and supplied by Pfizer at no cost to the U.S. government or taxpayers. While we will recognize revenue as the estimated 7.5 million treatment courses are delivered, there is no remaining cash consideration for these treatment courses. The following summarizes revenue, as a percentage of Total revenues , for our three largest U.S. wholesaler customers and the U.S. government, which was concentrated in our Biopharma operating segment: Year Ended December 31, 2023 2022 2021 McKesson, Inc. 17 % 8 % 9 % Cencora, Inc. (formerly AmerisourceBergen Corporation) 12 % 5 % 7 % Cardinal Health, Inc. 10 % 4 % 5 % U.S. government (a) — 23 % 13 % (a) The decrease in revenues from the U.S. government as a percentage of Total revenues for 2023 compared to 2022 was primarily due to the transition of Comirnaty and Paxlovid to commercial market sales in the second half of 2023 as well as the revenue reversal for Paxlovid in the fourth quarter of 2023. Pfizer Inc. 2023 Form 10-K 104 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies Collectively, our three largest U.S. wholesaler customers represented 44 % and 32 % of total trade accounts receivable as of December 31, 2023 and December 31, 2022, respectively. Accounts receivable from the U.S. government as of December 31, 2023 and December 31, 2022 were not material to our consolidated financial statements. Significant Revenues by Product The following provides detailed revenue information for several of our major products: (MILLIONS) Year Ended December 31, PRODUCT PRIMARY INDICATION OR CLASS 2023 2022 2021 TOTAL REVENUES $ 58,496 $ 100,330 $ 81,288 GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA) $ 57,186 $ 98,988 $ 79,557 Primary Care $ 30,589 $ 73,023 $ 52,029 Comirnaty direct sales and alliance revenues (a) Active immunization to prevent COVID-19 11,220 37,806 36,781 Eliquis alliance revenues and direct sales Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism 6,747 6,480 5,970 Prevnar family Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae 6,440 6,337 5,272 Paxlovid (b) COVID-19 in certain high-risk patients 1,279 18,933 76 Nurtec ODT/Vydura Acute treatment of migraine and prevention of episodic migraine 928 213 — Abrysvo Active immunization to prevent RSV infection 890 — — Premarin family Symptoms of menopause 397 455 563 BMP2 Bone graft for spinal fusion 338 277 266 FSME-IMMUN/TicoVac Active immunization to prevent tick-borne encephalitis disease 268 200 185 Nimenrix Active immunization against invasive meningococcal ACWY disease 179 268 193 Trumenba Active immunization to prevent invasive disease caused by Neisseria meningitidis group B 126 123 118 All other Primary Care Various 1,777 1,932 2,604 Specialty Care $ 14,970 $ 13,833 $ 15,194 Vyndaqel family ATTR-CM and polyneuropathy 3,321 2,447 2,015 Xeljanz RA, PsA, UC, active polyarticular course juvenile idiopathic arthritis, ankylosing spondylitis 1,703 1,796 2,455 Enbrel (Outside the U.S. and Canada) RA, juvenile idiopathic arthritis, PsA, plaque psoriasis, pediatric plaque psoriasis, ankylosing spondylitis and nonradiographic axial spondyloarthritis 830 1,003 1,185 Sulperazon Bacterial infections 757 786 683 Ig Portfolio (c) Various 584 491 430 Genotropin Replacement of human growth hormone 539 360 389 Zavicefta Bacterial infections 511 412 413 Inflectra Crohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis 490 532 657 BeneFIX Hemophilia B 424 425 438 Zithromax Bacterial infections 406 331 278 Medrol Anti-inflammatory glucocorticoid 339 328 432 Oxbryta Sickle cell disease 328 73 — Somavert Acromegaly 267 268 277 Fragmin Treatment/prevention of venous thromboembolism 238 269 305 ReFacto AF/Xyntha Hemophilia A 230 239 304 Cresemba Fungal infections 195 155 142 Vfend Fungal infections 187 225 267 Bicillin Bacterial infections 158 146 120 Cibinqo Atopic dermatitis 128 27 — All other Anti-infectives Various 1,092 1,171 1,572 All other Specialty Care Various 2,244 2,350 2,830 Oncology $ 11,627 $ 12,132 $ 12,333 Ibrance HR-positive/HER2-negative metastatic breast cancer 4,753 5,120 5,437 Xtandi alliance revenues mCRPC, nmCRPC, mCSPC, nmCSPC 1,191 1,198 1,185 Inlyta Advanced RCC 1,036 1,003 1,002 Bosulif Philadelphia chromosome–positive chronic myelogenous leukemia 645 575 540 Lorbrena ALK-positive metastatic NSCLC 539 343 266 Zirabev Treatment of mCRC; unresectable, locally advanced, recurrent or metastatic NSCLC; recurrent glioblastoma; metastatic RCC; and persistent, recurrent or metastatic cervical cancer 424 562 444 Pfizer Inc. 2023 Form 10-K 105 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies (MILLIONS) Year Ended December 31, PRODUCT PRIMARY INDICATION OR CLASS 2023 2022 2021 Ruxience Non-hodgkin’s lymphoma, chronic lymphocytic leukemia, granulomatosis with polyangiitis (Wegener’s Granulomatosis) and microscopic polyangiitis 390 458 491 Xalkori ALK-positive and Proto-Oncogene 1, Receptor Tyrosine Kinase-positive advanced NSCLC 374 465 493 Retacrit Anemia 340 394 444 Aromasin Post-menopausal early and advanced breast cancer 301 248 211 Besponsa Relapsed or refractory B-cell acute lymphoblastic leukemia 236 219 192 Braftovi In combination with Mektovi for metastatic melanoma in patients with a BRAF V600E/K mutation and for metastatic NSCLC in patients with a BRAF V600E mutation; and In combination with Erbitux (cetuximab) (d) for the treatment of BRAF V600E -mutant mCRC after prior therapy 213 194 187 Bavencio alliance revenues (e) Locally advanced or metastatic urothelial carcinoma; metastatic Merkel cell carcinoma; immunotherapy and tyrosine kinase inhibitor combination for patients with advanced RCC 190 271 178 Sutent Advanced and/or metastatic RCC, adjuvant RCC, refractory gastrointestinal stromal tumors (after disease progression on, or intolerance to, imatinib mesylate) and advanced pancreatic neuroendocrine tumor 180 347 673 Mektovi In combination with Braftovi for metastatic melanoma in patients with a BRAF V600E/K mutation and for metastatic NSCLC in patients with a BRAF V600E mutation 174 176 155 Trazimera HER2-positive breast cancer and metastatic stomach cancers 91 203 197 Padcev (f) Locally advanced or metastatic urothelial cancer 52 — — Adcetris (f) Hodgkin lymphoma and certain T-cell lymphomas 46 — — Tukysa (f) Unresectable or metastatic HER2-positive breast cancer; RAS wild-type, HER2-positive unresectable or metastatic colorectal cancer 17 — — Tivdak (f) Recurrent or metastatic cervical cancer 4 — — All other Oncology Various 433 357 238 BUSINESS INNOVATION (g) $ 1,310 $ 1,342 $ 1,731 Pfizer CentreOne (h) Various 1,265 1,335 1,731 Pfizer Ignite Various 44 7 — Total Alliance revenues included above $ 7,582 $ 8,537 $ 7,652 (a) Excludes revenues for certain Comirnaty-related manufacturing activities performed on behalf of BioNTech, which are included in the PC1 contract development and manufacturing organization. See footnote (h) below. (b) Includes a non-cash revenue reversal of $ 3.5 billion recorded in the fourth quarter of 2023, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S. government inventory. (c) Immunoglobulin (Ig) portfolio includes the revenues from Panzyga, Octagam and Cutaquig. (d) Erbitux is a registered trademark of ImClone LLC. (e) In March 2023, it was announced that our alliance with Merck KGaA to co-develop and co-commercialize Bavencio (avelumab) would terminate. Effective June 30, 2023, Merck KGaA took full control of the global commercialization of Bavencio. Beginning in the third quarter of 2023, the related profit share was replaced by a 15 % royalty to Pfizer on net sales of Bavencio, which was recorded in Other (income)/deductions––net . We and Merck KGaA continue to operationalize our respective ongoing clinical trials for Bavencio; and Merck KGaA controls all future R&D activities. Bavencio is a registered trademark of Merck KGaA. (f) Represents revenues from legacy Seagen products subsequent to the acquisition on December 14, 2023. See Note 2 A . (g) See Note 1 7A above for information about Business Innovation. Prior-period financial information has been revised to reflect the current period presentation. (h) PC1 includes revenues from our contract manufacturing, including certain Comirnaty-related manufacturing activities performed on behalf of BioNTech ($ 33 million for 2023, $ 188 million for 2022, and $ 320 million for 2021), and revenues from our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with former legacy Pfizer businesses/partnerships. Remaining Performance Obligations–– Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty and Paxlovid to our customers totaled approximately $ 6 billion and $ 3.4 billion, respectively, as of December 31, 2023, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue from 2024 through 2028, the timing of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal fourth quarter of 2023 and exclude arrangements with an original expected contract duration of less than one year. Remaining performance obligations associated with contracts for other products and services were not significant as of December 31, 2023 or 2022. Deferred Revenues–– Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers for supply of Paxlovid and Comirnaty. The deferred revenues related to Paxlovid totaled $ 3.4 billion as of December 31, 2023, with $ 1.5 billion and $ 1.9 billion recorded in current liabilities and noncurrent liabilities, respectively, while deferred revenues related to Paxlovid were not material as of December 31, 2022. The increase in Paxlovid deferred revenues during 2023 was primarily driven by the reversal of Paxlovid revenues and conversion of previously purchased EUA-labeled Paxlovid treatment courses into a volume-based credit under our October 2023 amended agreement with the U.S. government. Pfizer Inc. 2023 Form 10-K 106 Notes to Consolidated Financial Statements Pfizer Inc. and Subsidiary Companies The deferred revenues related to Comirnaty totaled $ 1.7 billion as of December 31, 2023, with $ 1.1 billion and $ 552 million recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Comirnaty totaled $ 2.5 billion as of December 31, 2022, with $ 2.4 billion and $ 77 million recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Comirnaty deferred revenues during 2023 was primarily the result of amounts recognized in Product revenues as we delivered the products to our customers, partially offset by additional advance payments received as we entered into amended contracts, as well as the impact of foreign exchange. During 2023, we recognized revenue of approximately $ 2.2 billion that was included in the balance of Comirnaty deferred revenues as of December 31, 2022. The Paxlovid and Comirnaty deferred revenues as of December 31, 2023 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues from December 2024 (which falls in our international first quarter of 2025) through 2028. Deferred revenues associated with contracts for other products were not significant as of December 31, 2023 or 2022. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.