What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-27 compared with 2024-02-22 · 419 added, 376 removed, 570 unchanged (58% of the section changed)

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Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found within MD&A in our 2023 Form 10-K.

References to operational variances pertain to period-over-period changes that exclude the impact of foreign exchange rates.

Although foreign exchange rate changes are part of our business, they are not within our control and because they can mask positive or negative trends in the business, we believe presenting operational variances excluding these foreign exchange changes provides useful information to evaluate our results.

In the first quarter of 2024, we reclassified royalty income (substantially all of which is related to our Biopharma segment) from Other (income)/deductions––net and began presenting Royalty revenues as a separate line item within Total revenues in our consolidated statements of operations.

Prior-period amounts have been recast to conform to the current presentation.

OVERVIEW OF OUR PERFORMANCE, OPERATING ENVIRONMENT, STRATEGY AND OUTLOOK

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2024 Total Revenues––$63.6 billion 2024 Net Cash Flow from Operations––$12.7 billion

A decrease of 42% compared to 2022 A decrease of 70% compared to 2022

An increase of 7% compared to 2023 An increase of 46% compared to 2023

2024 Reported Diluted EPS––$1.41 2024 Adjusted Diluted EPS (Non-GAAP)––$3.11**

A decrease of 93% compared to 2022 A decrease of 72% compared to 2022

An increase of over 100% compared to 2023 An increase of 69% compared to 2023

** For additional information regarding Adjusted diluted EPS (which is a non-GAAP financial measure), including reconciliations of certain GAAP Reported to non- GAAP Adjusted information, see the Non-GAAP Financial Measure:

Adjusted Income section within MD&A.

References to operational variances pertain to period-over-period changes that exclude the impact of foreign exchange rates.

Although foreign exchange rate changes are part of our business, they are not within our control and since they can mask positive or negative trends in the business, we believe presenting operational variances excluding these foreign exchange changes provides useful information to evaluate our results.

Our Business and Strategy –– Pfizer Inc.

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Most of our revenues come from the manufacture and sale of biopharmaceutical products.

We believe that our medicines and vaccines provide significant value for healthcare providers and patients and continuously evaluate how we can best collaborate with patients, physicians and payors to support and expand patient access to reliable, affordable healthcare around the world.

We believe that our medicines and vaccines provide significant value for healthcare providers and patients, and we continuously evaluate how we can best collaborate with patients, physicians and payors to support and expand patient access to reliable, affordable healthcare around the world.

In addition, we continually seek to expand and broaden our product portfolio offerings through prioritized development of our pipeline and business development opportunities targeted at critical unmet patient needs.

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Our 2025 key priorities are:

• Achieve world-class oncology leadership

• Deliver next wave of pipeline innovation

• Maximize performance of our new products

• Expand margins by realigning our cost base

• Allocate capital to enhance shareholder value

Improve R&D productivity with sharpened focus

Expand margins and maximize operational efficiency

Achieve commercial excellence in our key categories

Optimize capital allocation.

2024 Form 10-K

In 2023, we managed our commercial operations through a global structure consisting of two operating segments:

Biopharma and Business Innovation.

One way we believe we will be more efficient, effective and able to execute on these strategic priorities is through technology, including AI.

In 2024, we managed our commercial operations through a global structure consisting of three operating segments:

Biopharma, PC1 and Pfizer Ignite.

Biopharma was the only reportable segment.

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Business––Commercial Operations section.

In December 2023, we completed our acquisition of Seagen.

At the beginning of 2024, we made changes in our commercial organization that went into effect on January 1, 2024 to incorporate Seagen and improve focus, speed and execution.

Specifically, within our Biopharma reportable segment we created:

• the Pfizer Oncology Division, which brings together U.S.

oncology commercial operations from both Pfizer and Seagen and is led by the Chief Oncology Officer, Executive Vice President, who also leads Pfizer’s newly combined global oncology R&D operations;

• the Pfizer U.S.

Commercial Division, which focuses on the commercialization of non-oncology products in the U.S.

At the beginning of 2025, we made the following changes within our Biopharma reportable segment that went into effect on January 1, 2025 to support our continued focus on commercial execution and to further strengthen Pfizer’s capabilities and leadership in discovering and developing breakthrough medicines and vaccines:

• transitioned the Pfizer U.S.

Oncology commercial organization and the global Oncology marketing organization, which were part of the former Pfizer Oncology Division, into the Pfizer U.S.

Commercial Division, which now focuses on the commercialization of Pfizer’s entire product portfolio in the U.S.

and is led by the Chief U.S.

Commercial Officer, Executive Vice President;

• the Pfizer International Commercial Division, which focuses on the commercialization of Pfizer’s entire product portfolio outside the U.S.

and is led by the Chief International Commercial Officer, Executive Vice President.

In the fourth quarter of 2022, we began taking steps through our Transforming to a More Focused Company restructuring program to optimize our end-to-end R&D operations to reduce costs and cycle times as well as to further prioritize our internal R&D portfolio in areas where our capabilities are differentiated while increasing external innovation efforts to leverage an expanding and productive biotech sector.

Beginning in July 2023, in consideration of planned future investments in oncology, including the acquisition of Seagen on December 14, 2023, we reorganized our R&D platform operations.

See Note 17A .

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.

For a description of savings related to these programs, see the Costs and Expenses––Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives section within MD&A .

• combined our global ORD and PRD organizations to form a single Pfizer R&D organization that is responsible for all R&D activities across all therapeutic areas.

In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program (Realigning Our Cost Base Program) that aims to realign our costs with our longer-term revenue expectations.

In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our costs of goods sold (Manufacturing Optimization Program), which is expected to include operational efficiencies, network structure changes, and product portfolio enhancements.

For a description of anticipated savings related to these programs, see the Costs and Expenses––Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives section within MD&A .

We believe we have a strong pipeline and are well-positioned for future growth.

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• an aging global population that is generating increased demand for innovative medicines and vaccines that address patients’ unmet needs;

• advances in both biological science and platform technologies that are enhancing the delivery of breakthrough new medicines and vaccines.

• advances in both biological science and platform technologies that are enhancing the delivery of potential breakthrough new medicines and vaccines.

Our Business Development Initiatives –– We are committed to strategically capitalizing on growth opportunities, primarily by advancing our own product pipeline and maximizing the value of our existing products, but also through various business development activities.

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We assess our business, assets and scientific capabilities/portfolio as part of our regular, ongoing portfolio review process and also continue to consider business development activities that will help advance our business strategy.

For a discussion of recent significant business development activities, see Note 2 .

See Note 2 for significant recent activities.

Our 2024 Performance

Total Revenues ––Total revenues decreased $41.8 billion, or 42%, to $58.5 billion in 2023 from $100.3 billion in 2022, reflecting an operational decrease of $40.8 billion, or 41%, as well as an unfavorable impact of foreign exchange of $1.0 billion, or 1%.

The operational decrease was primarily driven by significant declines in revenues from Comirnaty and Paxlovid, including a $3.5 billion non-cash revenue reversal for Paxlovid recorded in the fourth quarter of 2023.

Excluding contributions from Comirnaty and Paxlovid, Total revenues increased 7% operationally, reflecting an increase in revenues from Nurtec ODT/Vydura and Oxbryta;

revenues from Abrysvo, primarily driven by the launch of the older adult indication in the U.S.;

as well as continued growth from the Vyndaqel family and Eliquis;

partially offset by a decline in Ibrance.

Total Revenues ––Total revenues increased $4.1 billion, or 7%, to $63.6 billion in 2024 from $59.6 billion in 2023, reflecting an operational increase of $4.4 billion, or 7%, partially offset by an unfavorable impact of foreign exchange of $349 million, or approximately 1%.

The operational increase was primarily driven by Paxlovid, the addition of legacy Seagen revenues in full-year 2024 following the acquisition in December 2023, and growth from the Vyndaqel family and Eliquis, partially offset by declines in Comirnaty.

The operational increase for Paxlovid was primarily due to:

(i) a non-cash revenue reversal of $3.5 billion recorded in the fourth quarter of 2023 related to the expected return of an estimated 6.5 million treatment courses of EUA labeled U.S.

government inventory and (ii) revenue in 2024 of $1.2 billion from two one-time items:

a $771 million favorable final adjustment recorded in the first quarter of 2024 to the aforementioned $3.5 billion revenue reversal;

and $442 million from the one-time contractual delivery of treatment courses to the U.S.

See Note 17C .

Excluding contributions from Comirnaty and Paxlovid, Total revenues increased 12% operationally.

The following chart outlines the components of the net change in Total revenues :

See the Total Revenues by Geography and Total Revenues––Selected Product Discussion sections within MD&A for more information, including a discussion of key drivers of our revenue performance.

See also The Global Economic Environment––COVID-19 section below for information about our COVID-19 products.

For information regarding the primary indications or class of certain products, see Note 17C .

Certain of our vaccines, including Comirnaty, are subject to seasonality of demand, with a greater portion of revenues anticipated in the fall and winter seasons, and Paxlovid revenues trend with infection rates.

See also The Global

2024 Form 10-K

While royalty income through December 31, 2023 has been recorded in Other Income/(Deductions)—net , we will begin reporting such royalty income in Total revenues beginning in 2024 and will restate prior periods for consistency with our 2024 presentation.

Additionally, we will no longer record royalties from U.S.

sales of Bavencio, as we have irrevocably chosen to donate the right to such royalties to the American Association for Cancer Research.

Income from Continuing Operations Before Provision/(Benefit) for Taxes on Income –– The decrease in Income from continuing operations before provision/(benefit) for taxes on income of $33.7 billion, to $1.1 billion in 2023 from $34.7 billion in 2022, was primarily attributable to (i) lower revenues, (ii) higher intangible asset impairment charges, and (iii) increases in Restructuring charges and certain acquisition-related costs , Amortization of intangible assets , and Selling, informational and administrative expenses, partially offset by (iv) a decrease in Cost of sales and (v) net gains on equity securities in 2023 versus net losses on equity securities in 2022 .

See the Analysis of the Consolidated Statements of Income section within MD&A and Note 4 .

Economic Environment––COVID-19 section below for information about our COVID-19 products.

For information regarding the primary indications or class of certain products, see Note 17C .

Income from Continuing Operations Before Provision/(Benefit) for Taxes on Income –– The increase in Income from continuing operations before provision/(benefit) for taxes on income of $7.0 billion, to $8.0 billion in 2024 from $1.1 billion in 2023, was primarily attributable to (i) a decrease in Cost of Sales, (ii) higher revenues and (iii) a decrease in Restructuring charges and certain acquisition-related costs, partially offset by (iv) higher net interest expense, (v) net periodic benefit costs associated with pension and other postretirement plans incurred in 2024 versus net periodic benefit credits in 2023, (vi) lower net gains on equity securities and (vii) an increase in Amortization of intangible assets.

See the Analysis of the Consolidated Statements of Operations section within MD&A and Note 4 .

For information on our tax provision and effective tax rate, see the Provision/(Benefit) for Taxes on Income section within MD&A and Note 5 .

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Certain of our products have experienced patent-based expirations or loss of regulatory exclusivity in certain markets in the last few years, and we expect certain products to face increased generic competition over the next few years.

While additional patent expiries will continue, we expect a moderate impact of reduced revenues due to patent expiries from 2024 through 2025.

We anticipate a more significant impact of reduced revenues from patent expiries in 2026 through 2030 as several of our in-line products experience patent-based expirations.

While additional patent-based or regulatory exclusivity expiries will continue, we expect a moderate impact of reduced revenues due to patent expiries in 2025 and anticipate a more significant impact of reduced revenues from patent-based or regulatory exclusivity expiries in 2026 through 2030 as several of our in-line products experience these expirations.

We continue to vigorously defend our patent rights against infringement, and we will continue to support efforts that strengthen worldwide recognition of patent rights while taking necessary steps to help ensure appropriate patient access.

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Business––Patents and Other Intellectual Property Rights section.

For a discussion of recent developments with respect to patent litigation, see Note 16A1 .

For a discussion of recent developments with respect to patent litigation involving certain of our products, see Note 16A1 .

Regulatory Environment/Pricing and Access––Government and Other Payor Group Pressures –– The pricing of medicines and vaccines by pharmaceutical manufacturers and the cost of healthcare, which includes medicines, vaccines, medical services and hospital services, continues to be important to payors, governments, patients, and other stakeholders.

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The price that patients pay in the U.S.

for prescribed medicines and vaccines is ultimately set by healthcare providers and insurers.

Governments globally, as well as private third-party payors in the U.S., may use a variety of measures to control costs, including, among others, legislative or regulatory pricing reforms, drug formularies (including tiering and utilization management tools), cross country collaboration and procurement, price cuts, mandatory rebates, health technology assessments, forced localization as a condition of market access, “international reference pricing” (i.e., the practice of a country linking its regulated medicine prices to those of other countries), QCE processes and VBP.

for prescribed medicines and vaccines is ultimately set by healthcare providers and insurers, including government healthcare programs.

We anticipate that these and similar initiatives will continue to increase pricing and access pressures globally.

In the U.S., we expect to see continued focus by Congress and the Biden Administration on regulating pricing.

The drug pricing provisions of the IRA, which was signed into law in August 2022, began to be implemented in 2022 and implementation efforts will continue over the next several years.

In August 2023, the Biden Administration unveiled the first ten medicines subject to the “Medicare Drug Price Negotiation Program,” which requires manufacturers of select drugs to engage in a process with the federal government to set new Medicare prices which would go into effect in 2026.

Among the first ten medicines subject to the Program included Eliquis.

In the U.S., we expect to see continued focus by the U.S.

government on regulating drug pricing and access to medicine.

The drug pricing provisions of the IRA are being implemented over the next several years.

In August 2023, CMS published the first ten medicines subject to the MDPNP, which requires manufacturers of select drugs to engage in a process with the federal government to set new Medicare prices which would go into effect in 2026.

Eliquis was among the first ten medicines subject to MDPNP.

In August 2024, the government released the new Medicare price for Eliquis, which, effective January 1, 2026, will be required to be offered to all Medicare beneficiaries and to covered entities participating in the 340B Program that dispense Eliquis to a Medicare beneficiary if that maximum fair price is lower than the discounted price such entities are offered under the 340B Program ceiling price calculation.

The Eliquis Medicare price is factored into our long-term financial planning, in accordance with our standard financial reporting and forecasting protocols.

On January 17, 2025, CMS announced the selection of another 15 drugs from Medicare Part D for the maximum fair price, with prices to be set and effective on January 1, 2027.

Ibrance and Xtandi were included in the list of 15 drugs selected.

Another 15 drugs from Medicare Part B or Medicare Part D will be selected by February 1, 2026, for the maximum price to be set and in effect by January 1, 2028.

It is possible that more of our products could be selected in future years, which could, among other things, lead to lower revenues prior to expiry of intellectual property protections.

We continue to evaluate the impact of the IRA on our business, operations and financial condition and results as the full effect of the IRA on our business and the pharmaceutical industry remains uncertain.

In addition, changes to the Medicaid Drug Rebate program or the 340B Program, including legal or legislative developments at the federal or state level with respect to the 340B program, could have a material impact on our business.

The IRA made significant changes to the Medicare Part D benefit design, which will impact Pfizer revenues in 2025, including:

an expected favorable impact from the $2,000 annual out-of-pocket cap and new Prescription Payment Plan, more than offset by an expected unfavorable impact from the sunsetting of the Coverage Gap Discount Program and the addition of new manufacturer discounts in the initial and catastrophic coverage phases.

We anticipate a net unfavorable impact to revenue in 2025 of approximately $1 billion, year-over-year, related to the Medicare Part D Redesign changes that take effect in 2025.

We expect these changes will more acutely impact our higher-priced medicines as they are expected to reach catastrophic coverage earlier in the year.

In addition, changes to the MDRP or the 340B Program, including legal or legislative developments at the federal or state level with respect to the 340B Program, could

2024 Form 10-K

have a material impact on our business.

See the Item 1.

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Impact of the July 2023 Tornado in Rocky Mount, North Carolina (NC) –– Our manufacturing facility in Rocky Mount, NC was damaged by a tornado in July 2023.

The facility is a key producer of sterile injectables and is responsible for manufacturing nearly 25 percent of all our sterile injectables—including anesthesia, analgesia, and micronutrients—which is nearly eight percent of all the sterile injectables used in U.S.

While manufacturing has resumed, the supply of medicines impacted by the tornado is expected to be affected through 2024.

In 2023, we recorded $286 million to Cost of sales for inventory losses, overhead costs related to the period in which the facility could not operate, and incremental costs resulting from the tornado damage.

Losses incurred in 2023 were partially offset by insurance recoveries received in the fourth quarter of 2023.

We may record additional losses and/or costs and/or insurance recoveries in future periods, but we are unable to predict them with certainty at this time.

2023 Form 10-K

The facility is a key producer of sterile injectables and is responsible for manufacturing nearly 25 percent of all our sterile injectables—including anesthesia, analgesia, and micronutrients.

Supply of medicines has recovered from the impact of the tornado.

We incurred losses in 2023 and 2024 that were partially offset by insurance recoveries received.

Product Supply –– We periodically encounter supply delays, disruptions and shortages, including due to voluntary product recalls and natural or man-made disasters.

In 2021, Pfizer recalled all lots of Chantix in the U.S.

due to the presence of a nitrosamine, N-nitroso-varenicline, at or above the FDA interim acceptable intake limit.

Regulatory authorities outside the U.S.

have issued updated guidance on nitrosamine acceptable intake levels.

With this recently issued guidance, which included an updated intake level for N-nitroso-varenicline, we expect to make regulatory submissions in 2024 to potentially enable Chantix to return to market outside the U.S., and our related discussions with FDA are ongoing.

Except for the tornado in Rocky Mount, NC discussed above, we have not seen a significant disruption of our supply chain in 2023 and through the date of filing of this Form 10-K, and all of our manufacturing sites globally have continued to operate at or near normal levels;

however, we continue to see heightened demand in the industry for certain components and raw materials, which could potentially result in constraining available supply leading to a possible future impact on our business.

We continue to monitor and implement mitigation strategies in an effort to reduce any potential risk or impact including active supplier management, qualification of additional suppliers and advanced purchasing to the extent possible.

In response to requests from various regulatory authorities, manufacturers across the pharmaceutical industry, including Pfizer, are evaluating their product portfolios for the potential presence or formation of nitrosamines and we are actively engaging with regulatory authorities on this topic.

If nitrosamines are detected above certain levels in our products, this may lead to market action for such products.

For example, in 2021, Pfizer recalled all lots of Chantix due to the presence of a nitrosamine, N-nitroso-varenicline, at or above acceptable intake limits communicated by various regulatory authorities.

Regulatory authorities have since issued updated guidance on nitrosamine acceptable intake levels.

With this guidance, which included an updated intake level for N-nitroso-varenicline, we have started making regulatory submissions to potentially enable Chantix to return to market in the U.S.

and in certain international markets.

Except for the impact of the tornado in Rocky Mount, NC discussed above, we have not seen a significant disruption of our supply chain in 2024 and through the date of filing of this Form 10-K, and all of our manufacturing sites globally have continued to operate at or near normal levels.

We do not anticipate the availability of raw materials to have a significant impact on our operations in 2025, but are monitoring potential supply chain disruptions as a result of ongoing geopolitical and trade negotiations, which could, among other things, impact costs.

We are continuing to monitor and implement mitigation strategies to reduce any potential risk or impact including active supplier management, qualification of additional suppliers and advanced purchasing to the extent possible.

For information on risks related to product manufacturing, see the Item 1A.

Risk Factors––Product Manufacturing, Sales and Marketing Risks section.

Voluntary Withdrawal of Oxbryta –– See the Product Developments section within MD&A.

The Global Economic Environment ––In addition to the industry-specific factors discussed above, we, like other businesses of our size and global extent of activities, are exposed to economic cycles.

Certain factors in the global economic environment that may impact our global operations include, among other things, currency and interest rate fluctuations, capital and exchange controls, local and global economic conditions including inflation, recession, volatility and/or lack of liquidity in capital markets, expropriation and other restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the ongoing conflicts between Russia and Ukraine and in the Middle East and their economic consequences, geopolitical instability, terrorist activity, unstable governments and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.

Certain factors in the global economic environment that may impact our global operations include, among other things, currency and interest rate fluctuations, capital and exchange controls, local and global economic conditions including inflation, recession, volatility and/or lack of liquidity in capital markets, expropriation and other restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tariffs, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the ongoing conflicts between Russia and Ukraine and in the Middle East and their economic consequences, geopolitical instability, terrorist activity, unstable governments and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.

Government pressures can lead to negative pricing pressure in various markets where governments take an active role in setting prices, access criteria or other means of cost control.

For additional information on risks related to our global operations, see the Item 1A.

Risk Factors—Global Operations section.

COVID-19 ––In response to COVID-19, we developed Paxlovid and collaborated with BioNTech to jointly develop Comirnaty, including an Omicron XBB.1.5-adapted monovalent vaccine.

As part of our strategy for COVID-19, we are continuing to make significant investments in breakthrough science and global manufacturing.

In addition, issued or future executive orders or other new or changes in laws, regulations or policy regarding tariffs, could have a material adverse effect on our business, earnings and financial guidance.

The actual impact of the new tariffs on our business is subject to a number of factors including, but not limited to, restrictions on trade, the effective date and duration of such tariffs, countries included in the scope of tariffs, changes to amounts of tariffs, and potential retaliatory tariffs imposed by other countries.

We are evaluating opportunities and developing plans which may help mitigate the potential impact of tariffs on our business and operations.

For additional information on risks related to our global operations and changes in laws, see the Item 1A.

Risk Factors—Global Operations and –– Changes in Laws and Accounting Standar ds sections.

COVID-19 ––In response to COVID-19, we developed Paxlovid and collaborated with BioNTech to jointly develop Comirnaty.

As part of our strategy for COVID-19, we are continuing to make significant investments in breakthrough science.

This includes continuing to evaluate Comirnaty and Paxlovid, including against new variants of concern, developing variant adapted vaccine candidates and developing potential combination respiratory vaccines and potential next generation vaccines and therapies.

We are also evaluating Paxlovid for additional populations.

We are also evaluating Paxlovid for certain pediatric patients.

See the Product Developments section within MD&A.

In 2023, we principally sold Comirnaty globally under government contracts.

In September 2023, Comirnaty transitioned to traditional commercial market sales in the U.S., triggered by the expiration of current contracts and the COVID-19 vaccines from Pfizer and BioNTech purchased through them becoming either depleted or not used following the introduction of a new variant vaccine.

Internationally, sales of Comirnaty in international developed markets were generally under government contracts in 2023, and in emerging markets, under a combination of private channels and government contracts;

in both cases, we expect to start transitioning to commercial markets in 2024.

Due to the commercial market transition as well as the anticipated seasonal nature of COVID vaccination, we expect more than 80% of our 2024 global revenues for Comirnaty to be recorded in the second half of the year.

In September 2023, Comirnaty transitioned to traditional commercial market sales in the U.S., triggered by the expiration of contracts and the COVID-19 vaccines from Pfizer and BioNTech purchased through them becoming either depleted or not used following the introduction of a new variant vaccine.

Internationally, sales of Comirnaty in international developed markets were generally under government contracts in 2023 and 2024, and in emerging markets, under a combination of private channels and government contracts;

in both cases, we started transitioning to commercial markets in 2024.

Due to the commercial market transition as well as the seasonality of demand for COVID-19 vaccinations, the majority of our global revenues for Comirnaty were recorded in the fourth quarter of 2024.

In 2025, for Comirnaty we expect vaccination rates and market share in commercial markets and revenue phasing similar to 2024, primarily concentrated in the second-half of the year.

We have assumed no material U.S.

policy changes for our vaccines portfolio in 2025 for purposes of our financial guidance, but see Item 1A.

Risk Factors—U.S.

Healthcare Regulati on for a description of risks and uncertainties that could impact revenue from our portfolio of vaccines.

In 2023, we principally sold Paxlovid globally to government agencies.

Internationally, for Paxlovid, we are continuing the transition to commercial markets and are expecting most revenue for Paxlovid to be generated through commercial channels in 2024.

On October 13, 2023, we announced an amended agreement with the U.S.

government, which facilitated the transition of Paxlovid to traditional commercial markets in November 2023, with minimal uptake of NDA-labeled commercial product before January 1, 2024.

See Note 17C .

For information on risks associated with our COVID-19 products, including certain assumptions made for purposes of our operational planning and financial projections and the uncertainty of future developments, as well as COVID-19 intellectual property disputes, see the Item 1A.

Risk Factors — COVID-19 , — Intellectual Property Protection and –– Third-Party Intellectual Property Claims sections and Note 16A1 .

government, which facilitated the transition of Paxlovid to traditional commercial markets in the U.S.

in November 2023, with minimal uptake of NDA-labeled commercial product before January 1, 2024 (see Note 17C ).

Internationally, for Paxlovid, most markets have now transitioned to commercial markets, and we are expecting most revenue for Paxlovid to be generated through commercial channels.

In 2025, we expect utilization for Paxlovid to follow infection rates and stable market share, and revenues may fluctuate based on the timing, duration and severity of COVID-19 cases.

For information on risks associated with our COVID-19 products, as well as COVID-19 intellectual property disputes, see the Item 1A.

Risk Factors — COVID-19 , — Intellectual Property Protectio n and –– Third-Party Intellectual Property Claims sections as well as Notes 16A1 and 17C .

Israel/Hamas Conflict ––Our local operations have been impacted by the armed conflict between Israel and Hamas that began on October 7, 2023.

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We are closely monitoring developments in this conflict, including evaluating potential impacts to our business, customers, suppliers, employees, and operations in Israel and elsewhere in the Middle East that may impact global operations.

At this time, longer term impacts to the Company are uncertain and subject to change.

At this time, longer term impacts from these events to the Company are uncertain and subject to change.

2024 Form 10-K

Russia/Ukraine Conflict ––Our local operations have been impacted by the armed conflict between Russia and Ukraine.

For the years ended December 31, 2023 and 2022, the business of our Russia and Ukraine subsidiaries represented less than 1% of our consolidated revenues and assets, and while we are monitoring the effects of the conflict between Russia and Ukraine, the situation continues to evolve and the long-term implications, including the broader economic consequences of the conflict, are difficult to predict at this time.

While as of now, we do not anticipate any significant negative impacts on our global operations from this conflict, continued regional instability, geopolitical shifts, potential additional sanctions and other restrictive measures against Russia, neighboring countries or allies of Russia, any retaliatory measures taken by Russia, neighboring countries or allies of Russia, and actions by our customers or suppliers, including financial institutions, in response to such measures could adversely affect the global macroeconomic environment, our operations, currency exchange rates and financial markets, which could in turn adversely impact our business and results of operations.

For the years ended December 31, 2024 and 2023, the business of our Russia and Ukraine subsidiaries represented less than 1% of our consolidated revenues and assets.

While we are monitoring the effects of the conflict between Russia and Ukraine, the situation continues to evolve and the long-term implications, including the broader economic consequences of the conflict, potential additional sanctions, and actions by our customers or suppliers (including financial institutions) are difficult to predict at this time.

For information on risks associated with these conflicts, see the Item 1A.

Risk Factors—Global Operations section.

SIGNIFICANT ACCOUNTING POLICIES AND APPLICATION OF CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

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Of these policies, the following are considered critical to an understanding of our consolidated financial statements as they require the application of the most subjective and the most complex judgments:

Acquisitions ( Note 1D );

Fair Value ( Note 1E );

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For a discussion of recently adopted accounting standards, see Note 1B .

2023 Form 10-K

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 value as of the acquisition date.

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Some of the more significant estimates and assumptions inherent in these approaches are the values of asset replacement costs, comparable assets and estimated remaining economic lives of the assets.

For the provisional amounts recognized for the Seagen assets acquired and liabilities assumed as of the acquisition date, see Note 2A .

The estimated values are not yet finalized 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 the amounts of assets acquired and liabilities assumed as soon as possible but no later than one year from the acquisition date.

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.

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For example, a successful challenge of our patent rights would likely result in generic competition earlier than expected.

• A significant adverse change in the extent or manner in which an asset is used such as a restriction imposed by the FDA or other regulatory authorities that could affect our ability to manufacture or sell a product.

• A significant adverse change in the extent or manner in which an asset is used such as a restriction imposed by the FDA or other regulatory authorities, withdrawals or other unusual items that could affect our ability to manufacture or sell a product.

• An expectation of losses or reduced profits associated with an asset.

This could result, for example, from a change in a government reimbursement program that results in an inability to sustain projected product revenues and profitability.

This could result, for example, from a change in development plans or a change in a government reimbursement program that results in an inability to sustain projected product revenues and profitability.

This also could result from the introduction of a competitor’s product that impacts projected revenue growth, as well as the lack of acceptance of a product by patients, physicians and payors.

For IPR&D projects, this could result from, among other things, a change in outlook based on clinical trial data, a delay in the projected launch date or additional expenditures to commercialize the product.

2024 Form 10-K

• Changes in development plans and/or de-prioritization of certain assets.

Identifiable Intangible Assets ––We use an income approach, specifically the discounted cash flow method to determine the fair value of intangible assets, other than goodwill.

8 unchanged sentences

As such, immediately after acquisition or impairment, even small declines in the outlook for these assets can negatively impact our ability to recover the carrying value and can result in an impairment charge.

2023 Form 10-K

Goodwill ––Our goodwill impairment review work as of December 31, 2024 concluded that none of our goodwill was impaired and we do not believe the risk of impairment is significant at this time, as the fair value of each of our reporting units is significantly higher than their respective net book values.

33 unchanged sentences

Differences between the actual rate of return on plan assets and the expected annual rate of return on plan assets are immediately recognized through earnings upon remeasurement.

2024 Form 10-K

The following illustrates the sensitivity of net periodic benefit costs to a 50 basis point decline in our assumption for the expected annual rate of return on plan assets, holding all other assumptions constant (in millions, pre-tax):

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(a) The estimate excludes any potential mark-to-market adjustments.

The actual return on plan assets resulted in a net gain on our plan assets of approximately $835 million during 2023 .

The actual return on plan assets was $652 million during 2024 .

Discount Rate Used to Measure Plan Obligations ––The weighted-average discount rate used to measure the plan obligations for our U.S.

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The measurement of plan obligations at the end of the year will affect (i) the actuarial (gains)/losses recognized in our net periodic benefit cost for that year and (ii) the amount of service cost and interest cost reflected in our net periodic benefit costs in the following year.

2023 Form 10-K

The following illustrates the sensitivity of net periodic benefit costs and benefit obligations to a 10 basis point decline in our assumption for the discount rate, holding all other assumptions constant (in millions, pre-tax):

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Discount rate 10 basis point decline $5 $208

The change in the discount rates used in measuring our plan obligations as of December 31, 2023 resulted in a decrease in the measurement of our aggregate plan obligations by approximately $616 million.

The change in the discount rates used in measuring our plan obligations as of December 31, 2024 resulted in an increase in the measurement of our aggregate plan obligations by approximately $25 million.

Income Tax Assets and Liabilities

4 unchanged sentences

See Notes 1Q , 1S , 5D and 16 .

ANALYSIS OF THE CONSOLIDATED STATEMENTS OF INCOME

ANALYSIS OF THE CONSOLIDATED STATEMENTS OF OPERATIONS

Total Revenues by Geography

7 unchanged sentences

$ 62,400 $ 58,237 $ 99,826 $ 38,332 $ 27,749 $ 42,920 $ 24,068 $ 30,488 $ 56,905 7 (42) 38 (35) (21) (46)

Business Innovation

Pfizer CentreOne

1,146 1,272 1,342 278 352 390 868 920 952 (10) (5) (21) (10) (6) (3)

Pfizer Ignite

82 44 7 82 44 7 — — — 85 * 85 * — —

Total revenues $ 63,627 $ 59,553 $ 101,175 $ 38,691 $ 28,145 $ 43,317 $ 24,936 $ 31,408 $ 57,858 7 (41) 37 (35) (21) (46)

3 unchanged sentences

Operational growth/(decline):

Worldwide growth from Paxlovid

$ 4,452 $ 5,905 $ (1,453)

Increase in revenues from legacy Seagen, which was acquired in December 2023

3,223 3,071 153

Worldwide growth from the Vyndaqel family, Eliquis, Xtandi and Nurtec ODT/Vydura, partially offset by declines from Xeljanz, Ibrance, Abrysvo, Inlyta and the Prevnar family

2,403 1,770 633

Worldwide declines from Comirnaty

(5,907) (400) (5,507)

Decline in oncology biosimilars, largely due to lower net price in the U.S.

(362) (338) (24)

Other operational factors, net 614 538 76

Operational growth/(decline), net

4,423 10,546 (6,123)

Unfavorable impact of foreign exchange (349) — (349)

Total revenues increase/(decrease)

$ 4,074 $ 10,546 $ (6,472)

2024 Form 10-K

The following provides an analysis of the worldwide change in Total revenues by geographic areas from 2022 to 2023:

(MILLIONS) Worldwide U.S.

International

Operational growth/(decline):

Worldwide declines from Comirnaty

$ (26,427) $ (6,374) $ (20,053)

Worldwide declines from Paxlovid

(17,506) (11,803) (5,703)

Worldwide growth from the Vyndaqel family, Eliquis, the Prevnar family and Inlyta, partially offset by worldwide declines from Ibrance, Xeljanz and Xtandi

Worldwide growth from the Vyndaqel family, Eliquis, the Prevnar family and Inlyta, partially offset by worldwide declines from Ibrance and Xeljanz

1,079 1,081 (2)

8 unchanged sentences

$ (41,621) $ (15,172) $ (26,450)

Emerging markets revenues decreased $8.1 billion, or 40%, in 2023 to $12.0 billion from $20.1 billion in 2022, reflecting an operational decrease of $7.4 billion, or 37%, and an unfavorable impact from foreign exchange of 3%.

The operational decrease in emerging markets revenues was primarily driven by declines from Comirnaty and Paxlovid, partially offset by growth from Lorbrena, Zavicefta and Eliquis.

See the Total R evenues––Selected Product Discussion section within MD&A for additional analysis.

See the Total Revenues––Selected Product Discussion section within MD&A for additional analysis and Note 17C .

Product Revenue Deductions –– 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.

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Product-specific rebates, however, can have a significant impact on year-over-year individual product revenue growth trends.

2023 Form 10-K

The following presents information about product revenue deductions:

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Sales allowances 6,444 6,790 5,460

Sales returns and cash discounts (a)

Sales returns and cash discounts

1,852 5,619 1,290

Total $ 30,048 $ 19,697 $ 17,178

(a) The increase in sales returns and cash discounts in 2023 was primarily due to the revenue reversal of $3.5 billion in the fourth quarter of 2023, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S.

government Paxlovid inventory (see Note 17C ).

$ 33,888 $ 30,048 $ 19,697

(a) The increase in revenue deductions in 2024 was primarily driven by the transition of Paxlovid and Comirnaty to commercial markets, an increase in sales from legacy Seagen products acquired in December 2023, sales growth from the Vyndaqel family, and higher sales of acquired products, partially offset by a $771 million favorable final adjustment recorded in the first quarter of 2024 to the estimated non-cash Paxlovid revenue reversal of $3.5 billion recorded in the fourth quarter of 2023 (see Note 17C ).

Product revenue deductions are primarily a function of product sales volume, mix of products sold, contractual or legislative discounts and rebates.

For information on our accruals for product revenue deductions, including the balance sheet classification of these accruals, see Note 1G .

2023 Form 10-K

Total Revenues—Selected Product Discussion

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Operational Results Commentary

Comirnaty (a)

(operationally)

$ 2,404 $ 8,775 (73) Declines largely driven by lower contracted deliveries and demand in international markets and lower U.S.

government contracted deliveries, due to transition to new variant vaccines in most markets and the transition to traditional U.S.

commercial market sales which began in September 2023.

8,816 29,032 (70) (69)

Worldwide $ 11,220 $ 37,806 (70) (70)

Eliquis $7,366

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$ 4,803 $ 4,228 14 Growth driven primarily by continued oral anti-coagulant adoption and market share gains in the non-valvular atrial fibrillation indication in the U.S.

and certain markets in Europe, partially offset by declines due to LOE and generic competition in certain international markets.

and certain markets in Europe, partially offset by declines due to loss of patent-based exclusivity and generic competition in certain international markets.

2,563 2,519 2 3

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(operationally)

$ 4,204 $ 4,032 4 Growth primarily driven by the adult indications in the U.S.

due to strong patient demand for Prevnar 20 for the eligible adult population, partially offset by the Prevnar pediatric indication in the U.S.

driven by lower market share due to competitor entry.

$ 4,233 $ 4,265 (1) Declines driven by fewer adult vaccinations in the U.S.

and lower pediatric indication sales in most international developed markets and certain emerging markets, partially offset by growth in the pediatric indication in the U.S.

reflecting recovered market share as a result of the Prevnar 20 launch in 2023, as well as strong uptake of the adult indication in certain international markets.

2,178 2,236 (3) (1)

Worldwide $ 6,411 $ 6,501 (1) (1)

Ibrance $4,753

2024 Form 10-K

(MILLIONS) Year Ended Dec.

Product Global

Revenues Region 2024 2023 Total Oper.

Operational Results Commentary

Paxlovid $5,716

(operationally)

$ 3,151 $ 3,370 (6) Declines primarily driven by lower demand globally due to competitive pressure, lower clinical trial purchases internationally, and planned price decreases in certain international developed markets.

$ 4,616 $ (1,289) * Growth primarily driven by:

• a non-cash revenue reversal of $3.5 billion recorded in the fourth quarter of 2023 (see Note 17C );

• a $771 million favorable final adjustment recorded in the first quarter of 2024 to the estimated non-cash revenue reversal of $3.5 billion recorded in the fourth quarter of 2023;

• $442 million from the one-time contractual delivery of treatment courses to the U.S.

SNS in the third quarter of 2024,

partially offset by:

• lower contractual deliveries in most international markets as a result of the transition to traditional commercial market sales;

• lower demand globally, largely in China due to the non-recurrent surge in COVID-19 infection during the first quarter of 2023 and transition to the out-of-pocket market in the second quarter of 2023.

1,100 2,568 (57) (57)

2 unchanged sentences

(operationally)

$ 1,863 $ 1,245 50 Growth largely driven by continued strong uptake of the ATTR-CM indication, primarily in the U.S.

and developed Europe, partially offset by a planned price decrease that went into effect in Japan in the second quarter of 2022.

$ 3,547 $ 1,863 90 Growth largely driven by strong demand with continuing uptake in patient diagnosis, primarily in the U.S.

and international developed markets, as well as increased affordability in the U.S.

1,904 1,458 31 32

Worldwide $ 5,451 $ 3,321 64 65

Xeljanz $1,703

(operationally)

$ 1,154 $ 1,129 2 Decline driven primarily by decreased prescription volumes globally resulting from ongoing shifts in prescribing patterns related to label changes, partially offset by higher net price in the U.S.

due to favorable changes in channel mix.

$ 2,004 $ 2,404 (17) Declines largely driven by lower contractual deliveries in international markets as well as a decrease in vaccinations globally.

3,349 8,816 (62) (62)

Worldwide $ 5,353 $ 11,220 (52) (53)

Paxlovid $1,279

Ibrance $4,367

(operationally)

$ (1,289) $ 10,514 * Declines primarily driven by:

• 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 (see Note 17C );

• lower contractual deliveries in most international markets,

partially offset by:

• strong demand in China under the temporary National Reimbursement Drug List (which ended on April 1, 2023) due to surge in COVID-19 infection during the first quarter of 2023;

• fourth quarter sales under traditional commercial markets following transition, primarily in the U.S.

$ 2,849 $ 3,151 (10) Declines primarily driven by lower demand due to competitive pressures mainly in the U.S., price decreases in certain international developed markets and generic penetration in certain emerging markets.

1,518 1,602 (5) (4)

2 unchanged sentences

(operationally)

$ 1,191 $ 1,198 (1) Decline driven by lower net price mainly due to unfavorable changes in channel mix, partially offset by higher demand.

$ 2,039 $ 1,659 23 Growth largely driven by strong demand due to uptake of the nmCSPC indication following approval in the fourth quarter of 2023 and increased affordability in the U.S.

Worldwide $ 2,039 $ 1,659 23 23

Inlyta $1,036

(operationally)

$ 642 $ 618 4 Growth primarily reflects continued growth in emerging markets and the U.S.

driven by the adoption of combinations of certain immune checkpoint inhibitors and Inlyta for the first-line treatment of patients with advanced RCC, partially offset by lower volumes and lower net price in certain European markets.

$ 1,561 $ 53 * Growth driven by the acquisition of Seagen in the fourth quarter of 2023 as well as strong demand.

Worldwide $ 1,588 $ 53 * *

Nurtec ODT/Vydura $1,263

$ 908 $ 211 * Growth primarily driven by timing of the acquisition of Biohaven (fourth quarter of 2022) as well as strong patient demand in the U.S.

See Note 2A .

(operationally)

$ 1,193 $ 908 31 Growth primarily driven by strong demand in the U.S.

and, to a much lesser extent, recent launches in international markets, partially offset by lower net price in the U.S.

due to unfavorable changes in channel mix.

Worldwide $ 1,263 $ 928 36 36

Xeljanz $1,168

(operationally)

$ 680 $ 1,154 (41) Declines primarily driven by lower demand globally resulting from ongoing shifts in prescribing patterns related to label changes, as well as lower net price in the U.S.

and the impact of regulatory exclusivity expiry in Canada.

488 549 (11) (9)

Worldwide $ 1,168 $ 1,703 (31) (31)

Adcetris $1,089

(operationally)

$ 1,059 $ 56 * Growth driven by the acquisition of Seagen in the fourth quarter of 2023.

Worldwide $ 1,089 $ 56 * *

2024 Form 10-K

Business Innovation

(MILLIONS) Year Ended Dec.

Product Global

Revenues Region 2024 2023 Total Oper.

Operational Results Commentary

(operationally)

$ 588 $ 642 (8) Declines primarily driven by lower demand in the U.S.

as well as lower volumes and lower net price in international markets, partially offset by strong growth in China.

391 394 (1) 1

Worldwide $ 978 $ 1,036 (6) (5)

(operationally)

$ 594 $ 888 (33) Decline primarily driven by a significant reduction in vaccination rates in the U.S.

for the older adult indication, partially offset by strong demand for the maternal indication in the U.S.

(launched in December 2023), and launch uptake for both indications in certain international markets.

Worldwide $ 755 $ 890 (15) (15)

Pfizer CentreOne

(MILLIONS) Year Ended Dec.

Operating Segment Global

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Operational Results Commentary

Business Innovation

(operationally)

$ 390 $ 390 — Decline primarily driven by a reduction in Comirnaty supply to BioNTech and lower revenues from our active pharmaceutical ingredient sales operation, partially offset by higher manufacturing activities performed on behalf of customers as well as an increase in R&D services to select innovative biotech companies under our Pfizer Ignite operations.

$ 278 $ 352 (21) Declines primarily driven by lower manufacturing of divested and other third-party products under manufacturing and supply agreements, partially offset by growth in manufacturing-related services.

868 920 (6) (5)

Worldwide $ 1,146 $ 1,272 (10) (10)

(a) Comirnaty includes direct sales and Alliance revenues related to sales of the Pfizer-BioNTech COVID-19 vaccine, which are recorded within our Primary Care customer group.

It does not include revenues for certain Comirnaty-related manufacturing activities performed on behalf of BioNTech, which are included in PC1, which is part of the Business Innovation operating segment.

See Note 17C .

* Indicates calculation not meaningful.

See the Item 1.

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2,419 2,943 1,375 (18) *

Other (income)/deductions—net (a)

Other (income)/deductions—net

4,388 222 1,062 * (79)

* Indicates calculation not meaningful.

(a) Beginning in 2024, we will include royalty income in Total revenues and will restate prior periods for consistency with our 2024 presentation.

Cost of Sales

Cost of sales decreased $7.1 billion, primarily due to:

• a reduction of $14.2 billion due to lower sales of Comirnaty;

• a reduction of $1.5 billion due to lower sales of Paxlovid,

• the non-recurrence of a non-cash charge of $6.2 billion in 2023 related to Paxlovid and Comirnaty recorded for inventory write-offs and related charges ($5.0 billion for Paxlovid and $1.2 billion for Comirnaty);

• a favorable change in sales mix of $2.6 billion, primarily driven by lower sales of Comirnaty,

partially offset by:

• non-cash charges of $6.2 billion for inventory write-offs and related charges ($5.0 billion for Paxlovid and $1.2 billion for Comirnaty).

The increase in Cost of sales as a percentage of Total revenues was mainly driven by the non-cash charge of $6.2 billion discussed above, and unfavorable changes in sales mix, primarily due to lower sales of Paxlovid and Comirnaty, which includes the unfavorable impact of the $3.5 billion non-cash Paxlovid revenue reversal.

• an impact of $1.9 billion from our Seagen acquisition, inclusive of the amortization of the fair value step-up of inventory.

The decrease in Cost of sales as a percentage of revenues reflects the non-recurrence of the aforementioned non-cash charge of $6.2 billion, as well as significantly lower sales of Comirnaty.

Certain of our vaccines, including Comirnaty, are subject to seasonality of demand, with a greater portion of revenues and related cost of sales anticipated in the fall and winter seasons.

See also Overview of Our Performance, Operating Environment, Strategy and Outlook —The Global Economic Environment––COVID-19 section for information about our COVID-19 products.

2024 Form 10-K

Selling, Informational and Administrative Expenses

Selling, informational and administrative expenses increased $1.1 billion, mostly due to:

• an increase of $1.1 billion in marketing and promotional expenses for recently acquired and launched products;

• an increase of $280 million for the expected Paxlovid commercial launch;

• an increase of $210 million in our liability to be paid to participants of our supplemental savings plan;

• an increase of $170 million in marketing and promotional expenses for rare disease products,

Selling, informational and administrative expenses decreased $41 million, mostly due to:

• a decrease of $790 million due to lower promotional and marketing spend for various products, including Comirnaty and Paxlovid,

partially offset by:

• a decrease of $690 million due to a lower provision for U.S.

healthcare reform fees related to Comirnaty and Paxlovid.

• higher compensation-related expenses of $630 million;

• an increase of $140 million for corporate enabling functions primarily driven by our acquisition of Seagen.

Research and Development Expenses

Research and development expenses decreased $749 million, primarily due to:

• lower spending of $870 million mainly for lower compensation-related expenses, and ongoing vaccine and hospital programs, as well as

• a decrease of $260 million in the value of the portfolio performance share grants reflecting the decrease in the price of Pfizer’s common stock,

2023 Form 10-K

Research and development expenses increased $143 million, primarily due to:

• a net increase in spending of $1.1 billion mainly to develop certain product candidates acquired from Seagen;

• an increase of $680 million in compensation-related expenses,

partially offset by:

• increased investments of $345 million, mainly to develop certain acquired assets, as well as activities to support upcoming product launches.

Acquired In-Process Research and Development Expenses

Acquired in-process research and development expenses decreased $758 million primarily reflecting the non-recurrence of:

• an upfront payment of $426 million related to the closing of the acquisition of ReViral Ltd.

• an upfront payment to Biohaven and a premium paid on our equity investment in Biohaven totaling $263 million in 2022;

• a $76 million premium paid on our equity investment in BioNTech to develop a potential mRNA vaccine against shingles, both recorded in 2022.

See Notes 2A and 2E .

• lower spending of $1.6 billion as a result of our cost realignment program and on various product candidates, primarily ongoing vaccine programs.

Amortization of Intangible Assets

Amortization of intangible assets increased $1.1 billion, primarily as a result of 2023 reflecting a full year of amortization of intangible assets from our acquisitions of Biohaven and GBT, higher amortization of intangible assets related to Prevnar, as well as reclassifications of IPR&D to developed technology rights, partially offset by fully amortized assets.

See Notes 2A and 10A .

Amortization of intangible assets increased $553 million, primarily due to:

• an increase of $570 million from our December 2023 acquisition of Seagen;

• an increase of $470 million related to assets reclassified in 2023 from IPR&D to developed technology rights and from indefinite-lived to finite-lived brands,

partially offset by:

• a decrease of $570 million related to changes in asset lives and fully amortized assets.

Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives

Transforming to a More Focused Company Program –– In connection with restructuring our corporate enabling functions, we achieved gross cost savings of $1.0 billion, or net cost savings, excluding merit and inflation growth and certain real estate cost increases, of $700 million, in the two year period from 2021 through 2022.

In connection with transforming our commercial go-to market strategy, we expect net cost savings of $1.4 billion, to be achieved primarily from 2022 through 2024.

In connection with manufacturing network optimization, we achieved net cost savings of $550 million.

In connection with optimizing our end-to-end R&D operations, we expect net cost savings of $2.3 billion to be achieved primarily from 2023 through 2025.

Realigning our Cost Base Program –– This program is expected to deliver net cost savings of at least $4 billion, to be achieved primarily from 2023 through 2024.

Certain qualifying costs for these programs were recorded in 2023, 2022 and 2021, and are reflected as Certain Significant Items and excluded from our non-GAAP measure of Adjusted Income.

Realigning our Cost Base Program –– This program is expected to deliver total net cost savings of approximately $4.5 billion by the end of 2025, most of which was achieved by year-end 2024.

Manufacturing Optimization Program –– We expect to begin to achieve initial savings from Phase 1 of this multi-phased program in the latter part of 2025 and continue to expect approximately $1.5 billion in savings from this first phase by the end of 2027.

Certain qualifying costs for these programs in all periods since inception were recorded and reflected as Certain Significant Items and excluded from our non-GAAP measure of Adjusted Income.

See the Non-GAAP Financial Measure:

Adjusted Income section within MD&A.

In connection with our acquisition of Seagen, we are focusing our efforts on achieving an appropriate cost structure for the combined company.

For a description of our programs, as well as the anticipated and actual costs, see Note 3A .

The program savings discussed above may be rounded and represent approximations.

In addition to these programs, we continuously monitor our operations for cost reduction and/or productivity opportunities in light of patent-based and regulatory exclusivity expiries as well as the expiration of collaborative arrangements for various products.

Long-term improvement in gross margin will remain a key focus for the Company over the next few years.

Seagen acquisition –– In connection with our acquisition of Seagen, we are focusing our efforts on achieving an appropriate cost structure for the combined company.

We expect to generate approximately $1 billion of annual cost synergies, to be achieved by 2026.

For a description of our programs, as well as the anticipated and actual costs, see Note 3A , The program savings discussed above may be rounded and represent approximations.

In addition to these programs, we continuously monitor our operations for cost reduction and/or productivity opportunities, especially in light of the losses of exclusivity and the expiration of collaborative arrangements for various products.

The one-time costs to generate these synergies are expected to be approximately $1.7 billion, incurred primarily from 2023 through 2025.

Other (Income)/Deductions––Net

The favorable period-over-period change of $1.1 billion was primarily driven by net gains on equity securities in 2023 versus net losses recognized on equity securities in 2022 and lower net interest expense, partially offset by higher intangible asset impairment charges.

Upjohn Separation Costs

Since inception through December 31, 2023, we have incurred substantially all costs of approximately $700 million in connection with separating Upjohn, including costs and expenses related to separation of legal entities and transaction costs.

The unfavorable period-over-period change of $4.2 billion was primarily driven by (i) higher net interest expense of $2.0 billion, (ii) an unfavorable impact of $760 million due to net periodic benefit costs associated with pension and postretirement plans in 2024 versus net periodic benefit credits in 2023, (iii) lower net gains on equity securities of $580 million, (iv) a charge of $420 million in 2024 related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program and (v) lower Haleon equity method income of $400 million, partially offset by (vi) gains of $945 million in 2024 on the partial sales of our investment in Haleon.

The favorable period-over period change of $840 million was mainly driven by a favorable impact of $2.9 billion due to net gains on equity securities in 2023 versus net losses recognized on equity securities in 2022 and lower net interest expense of $400 million, partially offset by higher intangible asset impairment charges of $2.6 billion.

Provision/(Benefit) for Taxes on Income

4 unchanged sentences

(0.4) % * 9.6 %

* Indicates calculation not meaningful.

For information about our effective tax rate and the events and circumstances contributing to the changes between periods, as well as details about discrete elements that impacted our tax provisions, see Note 5 .

2024 Form 10-K

Changes in Tax Laws–– Many countries outside the U.S.

have enacted legislation for global minimum taxation resulting from the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting “Pillar 2” project.

The EU has approved a directive requiring member states to incorporate the OECD provisions into their respective domestic laws, and other countries outside the EU are also enacting the provisions into their domestic law.

The EU has approved a directive requiring member states to incorporate the OECD provisions into their respective domestic laws, and countries outside the EU are also enacting the provisions into their domestic law.

The provisions are generally effective for Pfizer in 2024, though significant details and guidance around the provisions are still pending.

1 unchanged sentence

We continue to monitor pending OECD guidance and legislation enactment and implementation by individual countries.

Discontinued Operations

For information about our discontinued operations, see Note 2B .

2023 Form 10-K

PRODUCT DEVELOPMENTS

A comprehensive update of Pfizer’s development pipeline was published as of January 30, 2024 and is available at www.pfizer.com/science/drug-product-pipeline.

A comprehensive update of Pfizer’s development pipeline was published as of February 4, 2025 and is available at www.pfizer.com/science/drug-product-pipeline.

It includes an overview of our research and a list of compounds in development with targeted indication and phase of development, as well as mechanism of action for some candidates in Phase 1 and all candidates from Phase 2 through registration.

This section provides information as of the date of this filing about significant marketing application-related regulatory actions by, and filings pending with, the FDA and regulatory authorities in the EU and Japan.

The tables below include filing and approval milestones for products that have occurred in the last twelve months and generally do not include approvals that may have occurred prior to that time.

The tables include filings with regulatory decisions pending (even if the filing occurred outside of the last twelve-month period).

COVID-19 Vaccine Products

Beginning with the original monovalent Pfizer-BioNTech COVID-19 Vaccine, initially authorized for emergency use, to Comirnaty (COVID-19 Vaccine, mRNA, 2023-2024 Formula), approved by the FDA for individuals 12 years and older and the Pfizer-BioNTech COVID-19 Vaccine (2023-2024 Formula) authorized by the FDA for emergency use for individuals 6 months through 11 years of age, efforts to stay current with circulating COVID-19 strains have resulted in the rapid development of targeted, adapted vaccines for licensure in the U.S., Europe, Japan and other markets.

The adapted vaccines have included two bivalent formulations (Original and Omicron BA.1, not authorized in the U.S., and Original and Omicron BA.4/BA.5).

As updated COVID-19 vaccines are formulated to more closely target currently circulating vaccines, prior vaccine formulations are generally no longer utilized in a majority of the markets.

The 2023-2024 Formula includes a monovalent (single) component that corresponds to the Omicron sub-variant XBB.1.5 of severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2).

The table below summarizes the approval of the 2023-2024 Formula in the markets indicated:

REGULATORY STATUS

(COVID-19 Vaccine,

mRNA, 2023-2024 Formula) Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 6 months through 4 years of age Authorized

Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 5 through 11 years of age Authorized

Active immunization to prevent COVID-19 caused by SARS-CoV-2 in individuals 12 years of age and older Approved

(a) In September 2023, Pfizer and BioNTech announced the FDA approved a regulatory application for their Omicron XBB.1.5-adapted monovalent COVID-19 vaccine for individuals 12 years of age and older (Comirnaty (COVID-19 Vaccine, mRNA, 2023-2024 Formula)).

The FDA also granted EUA for the Omicron XBB.1.5-adapted monovalent COVID-19 vaccine for individuals 6 months through 11 years of age (Pfizer-BioNTech COVID-19 Vaccine (2023-2024 Formula)).

The table below includes filing and approval milestones for products that have occurred in the last twelve months and generally do not include approvals that may have occurred prior to that time.

The table includes filings with regulatory decisions pending (even if the filing occurred outside of the last twelve-month period).

2024 Form 10-K

Other Products

PRODUCT INDICATION OR PROPOSED INDICATION APPROVED/FILED*

(somatrogon) (a)

Pediatric growth hormone deficiency

Prevnar 20/Apexxnar

Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae (adults)

Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae (pediatric)

(Vaccine) Active immunization to prevent tick-borne encephalitis disease Approved

Paxlovid (b ) (nirmatrelvir and ritonavir)

COVID-19 in high-risk adults Approved

PRODUCT INDICATION OR PROPOSED INDICATION APPROVED/FILED^

Prevnar 20/Prevenar 20

Active immunization to prevent invasive disease and pneumonia caused by the 20 Streptococcus pneumoniae (pneumococcus) serotypes in the vaccine in adults ages 18 years and older.

Active immunization to prevent invasive pneumococcal disease caused by the 20 Streptococcus pneumoniae (pneumococcal) serotypes contained in the vaccine in infants and children six weeks through 17 years of age, and for the prevention of otitis media in infants six weeks through five years of age caused by the original seven serotypes contained in Prevnar (a) .

(Vaccine) Active immunization to prevent tick-borne encephalitis in individuals 1 year of age and older Approved

Nurtec ODT/Vydura

Acute treatment of migraine with or without aura (adults) Approved

Prevention of episodic migraine (adults) Approved

Litfulo/Ritfulo

(ritlecitinib) Alopecia areata Approved

Zavzpret (zavegepant)

(intranasal) Acute treatment of migraine with or without aura (adults) Approved

Penbraya (PF-06886992)

(Vaccine) Active immunization to prevent serogroups ABCWY meningococcal infections (adolescent and young adults) Approved

(Vaccine) Active immunization to prevent RSV infection (maternal) Approved

Active immunization to prevent RSV infection (older adults) Approved

Velsipity (etrasimod) Ulcerative colitis (moderately to severely active) Approved

Braftovi (encorafenib) and Mektovi (binimetinib) BRAF V600E -mutant metastatic non-small cell lung cancer

Elrexfio (elranatamab) Multiple myeloma triple-class relapsed/refractory

Talzenna (talazoparib) Combination with Xtandi (enzalutamide) for adult patients with homologous recombination repair (HRR) gene-mutated mCRPC (d)

Treatment of BRCA gene-mutated, HER2-negative, inoperable or recurrent breast cancer who have been treated with cancer chemotherapy Approved

fidanacogene elaparvovec (PF-06838435) (e)

Hemophilia B (adults) Filed

Xtandi (enzalutamide) (f)

nmCSPC with biochemical recurrence at high risk for metastasis (high-risk BCR)

marstacimab (PF-06741086) Hemophilia A and B Filed

aztreonam-avibactam (g)

(PF-06947387)

Treatment of infections caused by Gram-negative bacteria with limited or no treatment options Filed

Padcev (enfortumab vedotin-ejfv) (h)

In combination with Keytruda (i) (pembrolizumab) for locally advanced or metastatic urothelial cancer (adults)

Tivdak (tisotumab vedotin-tftv) (j)

Recurrent or metastatic cervical cancer with disease progression on or after first-line therapy Filed (k)

Tukysa (tucatinib) In combination with trastuzumab for HER2-positive metastatic colorectal cancer that has progressed following treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy Approved

2023 Form 10-K

Acute treatment of migraine with or without aura in adults Approved

Filed November 2024

Prevention of episodic migraine in adults Approved

Filed November 2024

(Vaccine) Active immunization for the prevention of lower respiratory tract disease caused by RSV in individuals 60 years and older Approved

Active immunization for the prevention of lower respiratory tract disease caused by RSV in individuals 18-59 years of age who are at increased risk of lower respiratory tract disease caused by RSV

Velsipity (etrasimod) Moderately to severely active ulcerative colitis in adults Approved

Braftovi (encorafenib) and Mektovi (binimetinib) (b)

BRAF V600E -mutant metastatic non-small cell lung cancer in adult patients

Braftovi (encorafenib),

Erbitux (cetuximab) (c) and mFOLFOX6

First-line BRAF V600E -mutant mCRC

December 2024

Elrexfio (elranatamab) Triple-class relapsed/refractory multiple myeloma in adult patients

Xtandi (enzalutamide) (d)

nmCSPC with biochemical recurrence at high risk for metastasis (high-risk BCR) Approved

(marstacimab-hncq) Hemophilia A and B without inhibitors

(aztreonam-avibactam) (e)

Treatment of infections in adult patients caused by Gram-negative bacteria with limited or no treatment options Approved February 2025

(enfortumab vedotin-ejfv) (f)

In combination with Keytruda ®(g) (pembrolizumab) for locally advanced or metastatic urothelial cancer in adults

(tisotumab vedotin-tftv) (h)

Recurrent or metastatic cervical cancer with disease progression on or after chemotherapy

Comirnaty (COVID-19 Vaccine, mRNA) 2024-2025 Formula, Omicron KP.2-adapted (i)

Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 12 years of age and older Approved

Approved September 2024

Comirnaty (COVID-19 Vaccine, mRNA) 2024-2025 Formula, Omicron JN.1-adapted Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 6 months of age and older Approved

(brentuximab vedotin) (j)

Relapsed/refractory diffuse large B-cell lymphoma Approved

Paxlovid (nirmatrelvir;

COVID-19 infection in high-risk children (6-11 years of age:

Filed February 2025

Filed January 2025

For the U.S., the filing date is the date on which the FDA accepted our submission.

For the EU, the filing date is the date on which the EMA validated our submission.

(a) Being developed in collaboration with OPKO.

(b) Previously authorized under EUA in the U.S.

(December 2021) and approved by the FDA in high-risk adults (May 2023).

Remains under EUA for children (12-18 years of age;

>88lbs) in the U.S.

(d) Listed indication applies to U.S.

EU indication (all comers):

mCRPC in whom chemotherapy is not clinically indicated;

Japan indication:

BRCA gene-mutated mCRPC.

(e) Being developed in collaboration with Spark Therapeutics, Inc.

(f) Being developed in collaboration with Astellas.

(g) Being developed in collaboration with AbbVie.

AbbVie has the exclusive commercialization rights to this investigative therapy in the U.S.

(a) Listed indication applies to U.S.

For the EU, approved indications are pneumococcal invasive disease pneumonia and otitis media.

For Japan, approved indication is invasive pneumococcal disease.

2024 Form 10-K

(b) Pierre Fabre is the Marketing Authorization Holder for Braftovi (encorafenib) and Mektovi (binimetinib) in the EU.

We have exclusive rights to Braftovi and Mektovi in the U.S., Canada and certain emerging markets, and Ono, Medison Pharma and Pierre Fabre have exclusive rights in all other markets.

We have exclusive rights to Braftovi in the U.S., Canada, and certain emerging markets, and Ono.

Medison Pharma and Pierre Fabre have exclusive rights in all other markets.

(d) Being jointly developed and commercialized with Astellas.

(e) Being developed in collaboration with AbbVie.

AbbVie has the exclusive commercialization rights in the U.S.

Pfizer leads the joint development program and has commercialization rights in all other countries.

(h) Being developed in collaboration with Astellas.

(i) Keytruda is a registered trademark of Merck Sharp & Dohme Corp.

(j) Being developed in collaboration with Genmab.

(k) January 2024 filing date refers to application for conversion from accelerated to full approval.

(f) Being jointly developed and commercialized with Astellas.

(g) Keytruda ® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc.

(h) Being developed in collaboration with Genmab A/S.

The April 2024 approval date in the U.S.

refers to the conversion of a prior accelerated approval to full approval.

(i) In September 2024, the EC approved the Pfizer/BioNTech Omicron KP.2-adapted monovalent COVID-19 vaccine for active immunization to prevent COVID-19 caused by SARS-CoV-2 in individuals 6 months of age and older.

approval (August 2024) is for individuals 12 years of age and older, with EUA granted for individuals 6 months through 11 years of age.

(j) Being developed in collaboration with Takeda.

Takeda has ex-U.S./Canada rights.

Pfizer submitted its intent to withdraw Penbraya from the EU market.

The EC has confirmed the withdrawal of the Penbraya EU Marketing Authorisation Application with an effective date of February 20, 2025.

In February 2025, Pfizer decided to terminate development and commercialization of Beqvez (fidanacogene elaparvovec) and elected to terminate the license agreement between Pfizer and Spark Therapeutics, Inc.

effective as of August 6, 2025.

In December 2024, Pfizer submitted a withdrawal of the Ngenla (somatrogon) filing for adult human growth hormone deficiency in the EU.

The following provides information about additional indications and new drug candidates in late-stage development:

PRODUCT/CANDIDATE PROPOSED DISEASE AREA

LATE-STAGE CLINICAL PROGRAMS FOR ADDITIONAL USES AND DOSAGE FORMS FOR IN-LINE AND IN-REGISTRATION PRODUCTS

Ibrance (palbociclib) (a)

LATE-STAGE CLINICAL PROGRAMS FOR ADDITIONAL USES AND DOSAGE FORMS

FOR IN-LINE AND IN-REGISTRATION PRODUCTS Ibrance (palbociclib) (a)

ER+/HER2+ metastatic breast cancer

Talzenna (talazoparib) Combination with Xtandi (enzalutamide) for DNA Damage Repair-deficient mCSPC

Ngenla (somatrogon) (b)

Adult growth hormone deficiency

Braftovi (encorafenib) and Erbitux® (cetuximab) (c)

First-line BRAF V600E -mutant mCRC

Paxlovid (nirmatrelvir;

ritonavir) COVID-19 in high-risk children (6-11 years of age;

Litfulo (ritlecitinib) Vitiligo

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Newly diagnosed multiple myeloma transplant-ineligible

Oxbryta (voxelotor) Sickle cell disease (pediatric)

Eliquis (apixaban) (d)

2nd line + relapsed refractory multiple myeloma

Eliquis (apixaban) (b)

Venous thromboembolism (pediatric)

Abrysvo (vaccine) Active immunization to prevent RSV infection in adults (18-59)

Padcev (enfortumab vedotin) (e)

Padcev (enfortumab vedotin) (c)

Cisplatin-ineligible/decline muscle-invasive bladder cancer

Cisplatin-eligible muscle-invasive bladder cancer

Tukysa (tucatinib)

HER2+ adjuvant breast cancer

Tukysa (tucatinib) HER2+ adjuvant breast cancer

2nd line/3rd line HER2+ metastatic breast cancer

1st line HER2+ maintenance metastatic breast cancer

1st line HER2+ metastatic colorectal cancer

NEW DRUG CANDIDATES IN LATE-STAGE DEVELOPMENT giroctocogene fitelparvovec

(PF-07055480) (f)

PF-06425090 (Vaccine) Immunization to prevent primary clostridioides difficile infection

(marstacimab-hncq)

Hemophilia (pediatric)

Hemophilia (inhibitor cohort)

NEW DRUG CANDIDATES IN LATE-STAGE DEVELOPMENT PF-06425090 (vaccine) Immunization to prevent primary clostridioides difficile infection

sasanlimab (PF-06801591) Combination with Bacillus Calmette-Guerin for non-muscle-invasive bladder cancer

fordadistrogene movaparvovec (PF-06939926) Duchenne muscular dystrophy (ambulatory)

VLA15 (PF-07307405) vaccine (g)

VLA15 (PF-07307405) vaccine (d)

Immunization to prevent Lyme disease

PF-07252220 (quadrivalent mRNA-based vaccine) Immunization to prevent influenza

Vepdegestrant (PF-07850327) (h)

vepdegestrant (PF-07850327) (e)

Breast cancer metastatic - 2nd line ER+/HER2-

inclacumab (PF-07940370) Sickle cell disease

Ibrance + vepdegestrant (h)

Ibrance + vepdegestrant (e)

ER+/HER2- metastatic breast cancer

Dazukibart (PF-06823859)

Dermatomyositis, polymyositis

Disitamab vedotin (i)

dazukibart (PF-06823859) Dermatomyositis, polymyositis

disitamab vedotin (f)

1st line HER2 (≥IHC1+) metastatic urothelial cancer

PF-07926307 (COVID/flu combo vaccine) (j)

Immunization to prevent COVID infection and influenza

sisunatovir (PF-07923568)

Respiratory syncytial virus infection (adults)

Braftovi/Mektovi/Keytruda previously listed as a late-stage clinical candidate is no longer considered registrational and has been removed.

Zavzpret oral for the prevention of chronic migraine previously listed as a late-stage clinical candidate has been removed.

(a) Being developed in collaboration with The Alliance Foundation Trials, LLC.

(b) Being developed in collaboration with OPKO.

In the EU, we are developing in collaboration with the Pierre Fabre Group.

In Japan, we are developing in collaboration with Ono.

(d) Being developed in collaboration with BMS.

(e) Being developed in collaboration with Astellas.

(f) Being developed in collaboration with Sangamo Therapeutics, Inc.

(g) Being developed in collaboration with Valneva.

(h) Vepdegestrant is being developed in collaboration with Arvinas.

(i) Being developed in collaboration with RemeGen Co., Ltd.

(j) Being developed in collaboration with BioNTech.

sigvotatug vedotin (PF-08046047) 2nd line+ metastatic non-small cell lung cancer

osivelotor (PF-07940367) Sickle cell disease

atirmociclib (PF-07220060) 2nd line metastatic breast cancer

ibuzatrelvir (PF-07817883)

COVID-19 infection

mevrometostat (PF-06821497) + enzalutamide

1st line/2nd line metastatic castration resistant prostate cancer post-Abiraterone

mevrometostat (PF-06821497) + enzalutamide

1st line metastatic castration resistant prostate cancer neoadjuvant hormonal therapy naïve

atirmociclib (PF-07220060)

1st line metastatic breast cancer

(a) Ibrance for ER+/HER2+ metastatic breast cancer is being developed in collaboration with Alliance Foundation Trials, LLC.

(b) Eliquis is being developed in collaboration with BMS.

(d) VLA15 is being developed in collaboration with Valneva SE.

(e) Vepdegestrant is being developed in collaboration with Arvinas.

(f) Disitamab vedotin is being developed in collaboration with RemeGen Co., Ltd .

2024 Form 10-K

In December 2024, Pfizer decided to terminate development of giroctocogene fitelparvovec (PF-07055480) and elected to terminate the collaboration and license agreement between Pfizer and Sangamo Therapeutics, Inc.

effective as of April 21, 2025.

In August 2024, Pfizer announced Phase 3 top-line results for Pfizer and BioNTech’s combination mRNA vaccine candidate against influenza and COVID-19 in healthy individuals 18-64 years of age.

The trial did not meet one of its primary immunogenicity objectives of non-inferiority against the influenza B strain despite obtaining higher influenza A responses and comparable COVID-19 responses versus the comparator vaccines.

In November 2024, PF-07926307 (COVID-19/mRNA flu combo vaccine) reverted from Phase 3 to Phase 1 clinical trials and has been removed from the table above.

I n September 2024, Pfizer announced that it was voluntarily withdrawing all lots of Oxbryta (voxelotor) for the treatment of sickle cell disease in all markets where it is approved.

Pfizer also discontinued all active voxelotor clinical trials and expanded access programs worldwide.

Pfizer’s decision was based on the totality of clinical data that indicated at that time the overall benefit of Oxbryta no longer outweighs the risk in the approved sickle cell patient population.

The data suggested an imbalance in vaso-occlusive crises and fatal events, which requires further assessment that remains ongoing.

Pfizer has notified regulatory authorities about these findings and its decision to voluntarily withdraw Oxbryta from the market and discontinue distribution and clinical studies while further reviewing the available data and investigating the findings.

We are working with the FDA, EMA and other global regulatory authorities and expect the assessment to be completed in the first half of 2025.

In July 2024, the EMA initiated a referral procedure under Article 20 of Regulation (EC) No 726/2004 for Oxbryta (voxelotor) to review the product’s benefits and risks.

In October 2024, the EC suspended the Oxbryta marketing authorization while the EMA’s review of data is ongoing.

In addition, the FDA has initiated an evaluation of newly identified safety signals.

The FDA also has placed the Oxbryta (voxelotor) investigational new drug application on clinical hold following Pfizer’s market withdrawal.

Pfizer is working with the EMA, FDA, and other regulators globally in relation to this matter.

The FDA has recently issued a partial clinical hold for osivelotor, which prohibits Pfizer from enrolling new participants into osivelotor clinical studies at this time.

Study participants currently enrolled can continue on the study drug.

Communication with the FDA is ongoing.

In October 2024, Pfizer stopped two clinical trials with sisunatovir (PF-07923568) following observed drug-drug interactions.

Since then Pfizer has decided to terminate development of sisunatovir.

For additional information about our R&D organization, see Note 17 and the Item 1.

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(a) Most directly comparable GAAP measure.

(b) The short-term incentive plans for substantially all non-sales-force employees worldwide are funded from a pool based on our performance, measured in significant part versus three budgeted metrics, one of which is Adjusted diluted EPS (as defined for annual incentive compensation purposes), which is derived from Adjusted income and accounts for 40% of the bonus pool funding tied to financial performance.

Additionally, the payout for performance share awards is determined in part by Adjusted net income, which is derived from Adjusted income.

Beginning in the first quarter of 2022, we no longer exclude any expenses for acquired IPR&D from our non-GAAP Adjusted results but we continue to exclude certain of these expenses for our financial results for annual incentive compensation purposes.

The bonus pool funding, which is largely based on financial performance, is adjusted by our R&D pipeline performance, as measured by four metrics, and performance against certain of our ESG metrics, and may be further modified by our Compensation Committee’s assessment of other factors.

(b) The short-term incentive plans for substantially all non-sales-force employees worldwide are funded from a pool based on our performance, measured in significant part versus three budgeted metrics, one of which, for the 2024 performance year, was Adjusted diluted EPS (as defined for annual incentive compensation purposes), which is derived from Adjusted income and accounted for 40% of the bonus pool funding tied to financial performance.

Additionally, for the 2024 performance year, the payout for performance share awards was determined in part by Adjusted net income, which is derived from Adjusted income.

Since 2022, we no longer exclude any expenses for acquired IPR&D from our non-GAAP Adjusted results but we continue to exclude certain of these expenses for our financial results for annual incentive compensation purposes.

The bonus pool funding is largely based on financial performance, as measured by three metrics, modified by performance against certain of our non-financial metrics, and may be further modified by our Compensation Committee’s assessment of other factors.

2024 Form 10-K

Adjusted income and its components and Adjusted diluted EPS are non-GAAP financial measures that have no standardized meaning prescribed by GAAP and, therefore, are limited in their usefulness to investors.

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Acquisition-related items may 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.

2023 Form 10-K

Discontinued Operations –– Adjusted income excludes the results of discontinued operations, as well as any related gains or losses on the disposal of such operations.

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Furthermore, in some cases it is reasonably possible that they could reoccur in future periods.

For example, although major non-acquisition-related cost-reduction programs are specific to an event or goal with a defined term, we may have subsequent programs based on reorganizations of the business, cost productivity or in response to LOE or economic conditions.

Legal charges to resolve litigation are also related to specific cases, which are facts and circumstances specific and, in some cases, may also be the result of litigation matters at acquired companies that were inestimable, not probable or unresolved at the date of acquisition, or legal matters related to divested products or businesses.

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See the Reconciliations of GAAP Reported to Non-GAAP Adjusted Information––Certain Line Items below for a non-inclusive list of certain significant items.

2024 Form 10-K

Reconciliations of GAAP Reported to Non-GAAP Adjusted Information––Certain Line Items

12 unchanged sentences

Acquisition-related items (1,341) (10) (45) 1,938

Discontinued operations (d)

Discontinued operations

Certain significant items:

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (e)

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (d)

(134) (90) — 2,213

Certain asset impairments (f)

Certain asset impairments (e)

— — (3,295) 3,295

(Gains)/losses on equity securities (f)

(Gains)/losses on equity securities (e)

— — 1,008 (1,008)

Actuarial valuation and other pension and postretirement plan (gains)/losses — — (579) 579

Other (238) (g)

(24) (246) (h)

(13) (445) (f)

Income tax provision—non-GAAP items

13 unchanged sentences

Acquisition-related items (629) (11) (28) 1,874

Discontinued operations (d)

Discontinued operations

Certain significant items:

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (e)

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (d)

(98) (290) — 2,227

Certain asset impairments (f)

Certain asset impairments (e)

— — (3,024) 3,024

(Gains)/losses on equity securities (f)

(Gains)/losses on equity securities (e)

— — 1,588 (1,588)

Actuarial valuation and other pension and postretirement plan (gains)/losses — — 265 (265)

Other (40) (59) (636) (h)

Other (238) (g)

(24) (246) (f)

Income tax provision—non-GAAP items

8 unchanged sentences

Net income attributable to Pfizer Inc.

common shareholders (a), (b)

common shareholders (a), (b), (c)

Earnings per common share attributable to Pfizer Inc.

3 unchanged sentences

Acquisition-related items (119) (7) (74) 832

Discontinued operations (d)

Discontinued operations

Certain significant items:

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (e)

Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring (d)

(88) (562) — 1,396

Certain asset impairments

(Gains)/losses on equity securities (f)

Certain asset impairments (e)

— — (421) 421

(Gains)/losses on equity securities (e)

— — (1,270) 1,270

Actuarial valuation and other pension and postretirement plan (gains)/losses — — 230 (230)

Other (52) (141) (i)

Other (40) (59) (636) (f)

Income tax provision—non-GAAP items

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(b) Includes reconciling amounts for Research and development expenses that are not material to our non-GAAP consolidated results of operations.

(c) For 2023, the total acquisition-related items of $1.9 billion include reconciling amounts for Restructuring charges and certain acquisition-related costs of $1.2 billion, mainly composed of $785 million of integration costs and other charges, $190 million of transaction costs and $125 million of employee termination-related charges.

(c) For 2024, the total acquisition-related items of $1.9 billion include reconciling amounts for Restructuring charges and certain acquisition-related costs of $514 million, mainly composed of $427 million of integration costs and other charges.

For 2023, the total acquisition-related items of $1.9 billion included reconciling amounts for Restructuring charges and certain acquisition-related costs of $1.2 billion , mainly composed of $785 million of integration costs and other charges, $190 million of transaction costs and $125 million of employee termination-related charges.

For 2022, the total acquisition-related items of $832 million included reconciling amounts for Restructuring charges and certain acquisition-related costs of $631 million , composed of $348 million of integration costs and other charges, $144 million of transaction costs and $138 million of employee termination-related charges.

(d) See Note 2B .

(e) Includes employee termination costs, asset impairments and other exit costs related to our cost-reduction and productivity initiatives not associated with acquisitions.

(f) See Note 4 .

(g) For 2023, the total of $238 million mainly includes $286 million in inventory losses, overhead costs related to the period in which the facility could not operate, and incremental costs resulting from tornado damage to our manufacturing facility in Rocky Mount, NC, partially offset by insurance recoveries.

(h) For 2023, the total of $246 million includes charges of (i) $474 million for certain legal matters, primarily representing certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer, and to a lesser extent, legal obligations related to pre-acquisition matters, and (ii) $127 million mostly related to our equity-method accounting pro-rata share of intangible asset amortization and impairments, costs of separating from GSK and restructuring costs recorded by Haleon, partially offset by:

(i) a $222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion, and (ii) dividend income of $211 million related to our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary.

For 2022, the total of $636 million included charges of (i) $307 million mostly representing our equity-method accounting pro rata share of restructuring charges and costs of separating from GSK recorded by Haleon/the Consumer Healthcare JV, and adjustments to our equity-method basis differences which are also related to the separation of Haleon/the Consumer Healthcare JV from GSK, and (ii) $230 million for certain legal matters, primarily representing c ertain product liability and other legal expenses related to products discontinued and/or divested by Pfizer .

For 2021, the total of $334 million included charges of (i) $185 million mostly representing our equity-method accounting pro rata share of restructuring charges and costs of separating from GSK recorded by the Consumer Healthcare JV, and (ii) $162 million for certain legal matters, primarily for c ertain product liability expenses related to products discontinued and/or divested by Pfizer, and to a lesser extent, legal obligations related to pre-acquisition matters .

(i) For 2021, the total of $141 million primarily included costs for consulting, legal, tax and advisory services associated with a non-recurring internal reorganization of legal entities.

(d) Includes employee termination costs, asset impairments and other exit costs related to our cost-reduction and productivity initiatives not associated with acquisitions.

(e) See Note 4 .

(f) For 2024, the total adjustment of $445 million includes (i) net gains of $825 million on the partial sales of our investment in Haleon in March and October 2024, which are comprised of (a) total gains on the sales of $945 million less (b) $120 million recognized in our adjusted income in the fourth quarter representing our pro-rata share of Haleon’s third quarter 2024 adjusted income recorded on a one quarter lag and implicitly included in the gain on the sale of those shares, (ii) charges of $567 million for certain legal matters, primarily representing certain product liability expenses related to products discontinued and/or divested by Pfizer, (iii) a charge of $420 million related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program and (iv) charges of $312 million mostly related to (a) our equity-method accounting pro-rata share of intangible asset amortization, impairments and restructuring costs recorded by Haleon, as well as (b) adjustments to our equity-method basis differences and (c) Pfizer's share of investee capital transactions recognized by Haleon.

For 2023, the total adjustments of $246 million included charges of (i) $474 million for certain legal matters, primarily representing certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer, and to a lesser extent, legal obligations related to pre-acquisition matters and (ii) $127 million mostly related to our equity-method accounting pro-rata share of intangible asset amortization and impairments, costs of separating from GSK and restructuring costs recorded by Haleon, partially offset by:

(i) a $222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion and (ii) dividend income of $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.

For 2022, the total adjustments of $636 million included charges of (i) $307 million mostly representing our equity-method accounting pro rata share of restructuring charges and costs of separating from GSK recorded by Haleon/the Consumer Healthcare JV and adjustments to our equity-method basis differences which are also related to the separation of Haleon/the Consumer Healthcare JV from GSK and (ii) $230 million for certain legal matters, primarily representing c ertain product liability and other legal expenses related to products discontinued and/or divested by Pfizer.

(g) For 2023, the total adjustment of $238 million mainly includes $286 million in inventory losses, overhead costs related to the period in which the facility could not operate, and incremental costs resulting from tornado damage to our manufacturing facility in Rocky Mount, NC, partially offset by insurance recoveries.

2024 Form 10-K

ANALYSIS OF THE CONSOLIDATED STATEMENTS OF CASH FLOWS

For a discussion of the drivers of change for 2022 versus 2021 as well as cash flows from discontinued operations in 2021, see the Analysis of the Consolidated Statements of Cash Flows section within MD&A in our 2022 Form 10-K.

Cash Flows from Continuing Operations

Year Ended December 31,

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Cash provided by/(used in):

Operating activities from continuing operations $ 8,700 $ 29,267 $ 32,922 The change was driven primarily by a decrease in net income adjusted for non-cash items and the timing of receipts and payments in the ordinary course of business, partially offset by net changes in inventory greater than one year (see Note 8A ).

Investing activities from continuing operations $ (32,278) $ (15,783) $ (22,534) The change was driven mainly by $43.4 billion cash paid in 2023 for the acquisition of Seagen, net of cash acquired, compared with $23.0 billion cash paid in 2022 for acquisitions (Biohaven, $11.5 billion, Arena, $6.2 billion and GBT, $5.2 billion), net of cash acquired (see Note 2A ), as well as a $4.0 billion dividend received from the Consumer Healthcare JV in 2022 that was allocated to investing activities (see Note 2C ), partially offset by a $5.5 billion increase in net redemptions of short-term investments in 2023 and a $1.7 billion decrease in purchases of long-term investments.

Financing activities from continuing operations $ 26,066 $ (14,834) $ (9,816) The change was driven mostly by $30.8 billion of proceeds from the issuance of long-term debt in May of 2023 and a $7.9 billion increase in net proceeds from the issuance of short-term borrowings.

Operating activities

$ 12,744 $ 8,700 $ 29,267 The change was driven primarily by an increase in net income adjusted for non-cash items partially offset by the timing of receipts and payments in the ordinary course of business, including a decrease in advance payments for Comirnaty and Paxlovid and net changes in inventory greater than one year (see Note 8A ).

Investing activities

$ 2,652 $ (32,278) $ (15,783) The change was driven mainly by $43.4 billion cash paid in 2023 for the acquisition of Seagen, net of cash acquired (see Note 2A ) and $7.0 billion of proceeds from the partial sales of our investment in Haleon in 2024, partially offset by $16.3 billion greater net purchases of short-term investments in 2024.

Financing activities

$ (17,140) $ 26,066 $ (14,834) The change was driven mostly by $30.8 billion of proceeds from the issuance of long-term debt in May of 2023 for the acquisition of Seagen and $12.6 billion greater net repayments of short-term borrowings in 2024.

ANALYSIS OF FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK

Our historically robust operating cash flow, which we expect to continue over time, is a key strength of our liquidity and capital resources and our primary funding source.

We believe as a result of this, together with our financial assets, access to capital markets, revolving credit agreements, and available lines of credit, we have and will maintain the ability to meet our liquidity needs to support ongoing operations, our capital allocation objectives, and our contractual and other obligations for the foreseeable future.

Our historically robust operating cash flows, which we expect to continue over time, is a key strength of our liquidity and capital resources and our primary funding source.

We continue to believe that with our ongoing operating cash flows, together with our financial assets, access to capital markets, revolving credit agreement, and available lines of credit, we have and will maintain the ability to meet our liquidity needs to support ongoing operations, our capital allocation objectives, and our contractual and other obligations for the foreseeable future.

We focus efforts to optimize operating cash flows through achieving working capital efficiencies that target accounts receivable, inventories, accounts payable, and other working capital.

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Consolidated Statements of Equity and Note 12

For additional information about the sources and uses of our funds and capital resources for the years ended December 31, 2023 and 2022, see the Analysis of the Consolidated Statements of Cash Flows section within MD&A.

Financing for Seagen Acquisition ––As part of the financing for our acquisition of Seagen, we issued $31 billion of long-term debt in May 2023 and $8 billion of commercial paper in the fourth quarter of 2023.

The net proceeds from long-term debt were invested in short-term investments in a combination of money market funds and available-for-sale debt securities until the completion of the acquisition.

2023 Form 10-K

For additional information about the sources and uses of our funds and capital resources, see the Analysis of the Consolidated Statements of Cash Flows section within MD&A.

Credit Ratings ––The cost and availability of financing are influenced by credit ratings, and an increase or decrease in our credit rating could have a beneficial or adverse effect on financing.

Our long-term debt is rated high-quality by both S&P and Moody’s.

In March 2023, following the announcement of the proposed acquisition of Seagen, Moody’s changed its outlook on our long-term debt to Negative;

S&P downgraded our short-term rating from A-1+ to A-1.

In October 2023, following the announcement of the amended Paxlovid supply agreement with the U.S.

government and updated 2023 guidance, S&P changed its outlook on our long-term debt to Negative.

In December 2023, following the release of 2024 guidance (i) Moody’s downgraded our long-term rating from A1 to A2 and changed its outlook on our long-term debt to Stable and (ii) S&P downgraded our long-term rating from A+ to A and changed its outlook on our long-term debt to Stable.

As of the date of the filing of this Form 10-K, the following ratings have been assigned to our commercial paper and senior unsecured long-term debt:

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Each rating should be evaluated independently of any other rating.

2024 Form 10-K

Capital Allocation Framework ––Our capital allocation framework is primarily devised to enhance shareholder value and is based on three core pillars:

growing our dividend, reinvesting in the business and making share repurchases after de-levering our balance sheet.

maintaining and growing our dividend over time, reinvesting in the business and making share repurchases after de-levering our balance sheet.

See the Overview of Our Performance, Operating Environment, Strategy and Outlook — O ur Business and Strategy section within MD&A.

Our current and projected dividends provide a return to shareholders while maintaining sufficient capital to invest in growing our business.

Dividends —Our current and projected dividends provide a return to shareholders while maintaining sufficient capital to invest in growing our business.

Our dividends are not restricted by debt covenants.

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On December 12, 2024, our BOD declared a first-quarter dividend of $0.43 per share, payable on March 7, 2025, to shareholders of record at the close of business on January 24, 2025.

The first-quarter 2024 cash dividend will be our 341st consecutive quarterly dividend.

As of December 31, 2023, our remaining share-purchase authorization was approximately $3.3 billion.

The first-quarter 2025 cash dividend will be our 345th consecutive quarterly dividend.

Common Stock Purchases —As of December 31, 2024, our remaining share-purchase authorization was $3.3 billion with no repurchases in 2024.

See Note 12 .

Haleon —After our sales of a portion of our Haleon shares in March and October 2024, we owned approximately 15% of the outstanding voting shares of Haleon as of December 31, 2024.

See Note 2C .

With the reduction in our Haleon ownership percentage and board representation after the October 2024 sale, we discontinued the application of the equity method to our Haleon investment, and in the fourth quarter of 2024 began to account for the investment as an equity security with a readily determinable fair value, which is carried at fair value, with changes in fair value reported in Other (income)/deductions––net.

In the first quarter of 2025, we sold an additional portion of our investment in Haleon for $3.0 billion further reducing our ownership interest to approximately 7%.

Pfizer intends to use the proceeds to support its capital allocation priorities.

We intend to monetize our remaining Haleon investment in a prudent fashion during 2025.

Off-Balance Sheet Arrangements, Contractual, and Other Obligations ––In the ordinary course of business, (i) we enter into off-balance sheet arrangements that may result in contractual and other obligations and (ii) 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.

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• Future minimum rental commitments under non-cancelable operating leases (see Note 15 ).

Global Economic Conditions ––Venezuela, Argentina and Turkey operations function in a hyperinflationary economy.

Global Economic Conditions ––We have operations in countries that have hyperinflationary economies.

The impact to Pfizer is not considered material.

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In this analysis, holding all other assumptions constant and assuming a parallel shift in the interest rate curve for all maturities and for all instruments, if there were a one hundred basis point change in interest rates as of December 31, 2024, the expected impact on our net income would not be significant.

Equity Price Risk ––We hold long-term investments in equity securities with readily determinable fair values in life science companies as a result of certain business development transactions (see Note 7B ).

Equity Price Risk ––We hold long-term investments in equity securities with readily determinable fair values in life science companies as a result of certain business development transactions.

While we are holding such securities, we are subject to equity price risk, and this may increase the volatility of our income in future periods due to changes in the fair value of equity investments.

From time to time, we will sell

2023 Form 10-K

such equity securities based on our business considerations, which may include limiting our price risk.

From time to time, we will sell such equity securities based on our business considerations, which may include limiting our price risk.

Our equity securities with readily determinable fair values are analyzed at year-end to determine their sensitivity to equity price rate changes.

In this sensitivity analysis, the expected impact on our net income would not be significant.

2024 Form 10-K

NEW ACCOUNTING STANDARDS

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Standard/Description Effective Date Effect on the Financial Statements

In June 2022, the FASB issued final guidance to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered when measuring fair value.

Recognizing a contractual sale restriction as a separate unit of account is not permitted.

January 1, 2024, with early adoption permitted.

The new guidance is consistent with our current policy, and it will not have an impact on our consolidated financial statements.

In November 2023, the FASB issued final guidance to improve transparency of segment disclosures .

The final guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, other segment items by reportable segment and a description of its composition, and requires all current annual disclosures be provided in interim periods.

January 1, 2024 for annual reports and January 1, 2025 for interim reports.

Early adoption is permitted.

This new guidance will result in increased disclosures in the notes to our financial statements.

In December 2023, the FASB issued final guidance to improve income tax disclosures .

The final guidance requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information.

January 1, 2025, with early adoption permitted.

2025 for annual reports.

Early adoption is permitted.

This new guidance will result in increased disclosures in the notes to our financial statements.

In November 2024, the FASB issued final guidance which requires disaggregated disclosures of certain categories of expenses that are included in expense line items on the face of the income statement .

The disclosures are required on an annual and interim basis.

The guidance also requires the total amount of selling expenses to be disclosed and, on an annual basis, the definition of selling expenses.

2027 for annual reports and 2028 for interim reports.

Early adoption is permitted.

This new guidance will result in increased disclosures in the notes to our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis