What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-22 · 825 added, 829 removed, 2172 unchanged (43% of the section changed)

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We have audited the accompanying consolidated balance sheets of Pfizer Inc.

and Subsidiary Companies (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

and Subsidiary Companies (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

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Evaluation of product liability and other product-related litigation

As discussed in Notes 1S and 16 to the consolidated financial statements, the Company is involved in product liability and other product-related litigation, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others.

As discussed in Notes 1S and 16 to the consolidated financial statements, the Company is involved in product liability and other product-related litigation, which can include personal injury, consumer fraud, off-label promotion, securities, antitrust and breach of contract claims, among others.

Certain of these pending product and other product-related legal proceedings could result in losses that could be substantial.

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The total fair value of consideration transferred was $44.2 billion.

Of that, the Company provisionally recorded $7.5 billion of developed technology rights with an estimated weighted-average life of approximately 18 years and $20.8 billion of in-process research and development (IPR&D).

We identified the evaluation of the fair value measurement of the acquired developed technology rights and IPR&D as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain key assumptions used to estimate the acquisition-date fair value of the acquired developed technology rights and IPR&D.

Of that, the Company recorded $7.5 billion of developed technology rights with an estimated weighted-average life of approximately 18 years and $19.9 billion of in-process research and development (IPR&D).

The preliminary estimates of the fair value of intangible assets were finalized during the measurement period in 2024.

As discussed in Note 1 M , the Company performs impairment testing for indefinite-lived intangible assets at least annually and for all other long-lived assets whenever impairment indicators are present.

When necessary, the Company records impairments of long-lived assets for the amount by which the fair value is less than the carrying value of these assets.

We identified the evaluation of the fair value measurement of Seagen acquired developed technology rights and IPR&D as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain key assumptions used to estimate the acquisition-date fair value of the acquired developed technology rights and IPR&D, as well as the fair value for impairment testing purposes.

Specifically, the key assumptions for certain IPR&D assets, including revenue growth rates, probability of technical and regulatory success (PTRS) rates, and the discount rate, and the key assumptions for certain developed technology rights, including revenue growth rates and the discount rate, represented subjective determinations of future market and economic conditions.

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The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the development of the key assumptions for certain IPR&D assets and developed technology rights.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s valuation process, including controls related to the development of the key assumptions for certain IPR&D assets and developed technology rights.

We performed sensitivity analyses over the key assumptions for certain IPR&D assets and developed technology rights to assess the impact of changes in those key assumptions on the Company’s determination of the fair value of the IPR&D and developed technology rights, respectively.

We evaluated the reasonableness of the Company’s forecasted revenue growth rates by comparing them to historical results for comparable products and peer companies, analyst expectations, and industry related third-party data.

Further, we evaluated the PTRS rates for certain IPR&D assets by considering the phase of development of the clinical projects and the Company's history of obtaining regulatory approval and comparing them to PTRS rates derived from analyst reports and other industry related third-party data.

We evaluated the reasonableness of the Company’s forecasted revenue growth rates by comparing them to historical results, comparable products and peer companies, analyst expectations, industry related third-party data, and the assumptions used in prior periods.

We evaluated the data sources used by management in determining the key assumptions for certain IPR&D assets and developed technology rights by comparing to industry standards and evidence obtained in other areas of the audit.

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2024 Form 10-K

Consolidated Statements of Income

Consolidated Statements of Operations

and Subsidiary Companies

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(MILLIONS, EXCEPT PER SHARE DATA) 2024 2023 2022

Product revenues (a)

Product revenues

$ 53,816 $ 50,914 $ 91,793

Alliance revenues (a)

Alliance revenues

8,388 7,582 8,537

Royalty revenues (a)

1,423 1,058 845

Total revenues

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Acquired in-process research and development expenses

194 953 3,469

Amortization of intangible assets 5,286 4,733 3,609

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common shareholders $ 1.42 $ 0.38 $ 5.59

$ 0.38 $ 5.59 $ 4.00

Discontinued operations––net of tax — — —

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common shareholders $ 1.41 $ 0.37 $ 5.47

$ 0.37 $ 5.47 $ 3.93

Discontinued operations––net of tax — — —

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Weighted-average shares––diluted 5,700 5,709 5,733

(a) See Note 1G .

(a) See Note 1A .

(b) Exclusive of amortization of intangible assets.

See Accompanying Notes.

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Short-term investments 19,434 9,837

Trade accounts receivable, less allowance for doubtful accounts:

Trade accounts receivable, net of allowance for doubtful accounts:

11,463 11,566

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Long-term investments 2,010 3,731

Property, plant and equipment 18,940 16,274

Identifiable intangible assets 64,900 43,370

Property, plant and equipment, net

18,393 18,940

Identifiable intangible assets, net

55,411 64,900

Goodwill 68,527 67,783

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Commitments and Contingencies

Preferred stock, no par value, at stated value;

27 shares authorized;

no shares issued or outstanding as of December 31, 2023 and December 31, 2022

Common stock, $ 0.05 par value;

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Share-based payment transactions 48 2 1,192 ( 13 ) ( 608 ) ( 73 ) 513 513

Purchases of common stock

( 39 ) ( 2,000 ) ( 2,000 ) ( 2,000 )

Other — — 19 — — — 19 ( 13 ) 6

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43 2 829 ( 12 ) ( 518 ) ( 106 ) 208 208

Purchases of common stock

( 39 ) ( 2,000 ) ( 2,000 ) ( 2,000 )

Other — — — — — — — — —

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Net income from continuing operations before allocation to noncontrolling interests 8,051 2,172 31,401

Adjustments to reconcile net income before allocation to noncontrolling interests to net cash

provided by/(used in) operating activities:

Adjustments to reconcile net income from continuing operations before allocation to noncontrolling interests to net cash provided by/(used in) operating activities:

Depreciation and amortization 7,013 6,290 5,064

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Deferred taxes ( 2,102 ) ( 3,442 ) ( 3,764 )

( 3,442 ) ( 3,764 ) ( 4,293 )

Share-based compensation expense 877 525 872

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( 854 ) ( 1,169 ) ( 591 )

Other assets (b)

3,380 ( 663 ) ( 4,506 )

Trade accounts payable ( 1,023 ) ( 300 ) 1,191

Other liabilities (c)

Other liabilities (b)

( 3,115 ) 595 ( 1,449 )

Other tax accounts, net ( 1,345 ) ( 982 ) ( 545 )

Net cash provided by/(used in) operating activities from continuing operations

8,700 29,267 32,922

Net cash provided by/(used in) operating activities from discontinued operations — — ( 343 )

Net cash provided by/(used in) operating activities

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Proceeds from redemptions/sales of long-term investments 1,570 1,979 641

Proceeds from partial sales of investment in Haleon (c)

Acquisitions of businesses, net of cash acquired — ( 43,430 ) ( 22,997 )

Dividend received from the Consumer Healthcare JV (d)

Dividend received from the Consumer Healthcare JV (c)

Other investing activities, net 2 ( 179 ) ( 192 )

Net cash provided by/(used in) investing activities from continuing operations ( 32,278 ) ( 15,783 ) ( 22,534 )

Net cash provided by/(used in) investing activities from discontinued operations — — ( 12 )

Net cash provided by/(used in) investing activities

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Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less ( 2,590 ) 3,161 ( 222 )

Proceeds from issuances of long-term debt 30,831 — 997

Proceeds from issuance of long-term debt

Payments on long-term debt ( 2,250 ) ( 2,569 ) ( 3,298 )

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Right-of-use assets obtained in exchange for lease liabilities $ 283 $ 614 $ 752

(a) See Notes 8A and 1 7 A .

(b) See Note 8A .

(a) See Note 17A .

(b) See Note 17C .

(d) See Note 2C .

See Accompanying Notes.

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All significant transactions among our subsidiaries have been eliminated.

In 2023, we managed our commercial operations through two operating segments, each led by a single manager:

Biopharma and Business Innovation.

We manage our commercial operations through three operating segments, each led by a single manager:

Biopharma, PC1 and Pfizer Ignite.

Biopharma is the only reportable segment.

See Note 17 .

See Note 17A .

On December 14, 2023, we completed the acquisition of Seagen.

On December 31, 2021, we completed the sale of our Meridian subsidiary, the manufacturer of EpiPen and other auto-injector products.

In addition, other acquisitions and business development activities completed in 2024, 2023 and 2022 impacted financial results in the periods presented.

We have made certain reclassification adjustments to conform prior-period amounts to the current presentation.

We have made certain reclassification adjustments to conform prior-period amounts to the current presentation for:

• in the first quarter of 2024, we reclassified royalty income (substantially all of which is related to Biopharma) from Other (income)/deductions––net and began presenting Royalty revenues as a separate line item within Total revenues in our consolidated statements of operations, and reclassified the associated royalty receivables from Other current assets to Trade accounts receivable, less allowance for doubtful accounts in our consolidated balance sheet;

• segment reporting and geographic information in connection with the commercial reorganization that went into effect on January 1, 2024 (see Notes 9 and 1 7 ).

Certain amounts in the consolidated financial statements and associated notes may not add due to rounding.

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New Accounting Standards Adopted in 2024

On January 1, 2023, we adopted a new accounting standard for supplier finance programs which requires increased disclosures in the notes to our financial statements.

See Note 8C .

In the second quarter of 2023, we adopted new accounting standards on reference rate reform that provide temporary optional expedients and exceptions to the guidance for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that were discontinued after June 30, 2023.

We applied certain of the optional expedients related to hedge accounting relationships.

The main purpose of the expedients is to allow hedge accounting to continue uninterrupted and make it easier to apply the requirements to maintain hedge accounting during the transition period through December 31, 2024.

On January 1, 2024, we adopted a new accounting standard which clarifies that contractual sale restrictions are not considered in measuring equity securities at fair value.

The new guidance is consistent with our existing policy;

therefore, it had no impact on our consolidated financial statements.

In the fourth quarter of 2024, we adopted a new accounting standard which requires the disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, other segment items by reportable segment and a description of its composition.

See Note 17A .

Estimates and Assumptions

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These estimates and assumptions can impact all elements of our financial statements.

For example, in the consolidated statements of income, estimates are used when accounting for deductions from revenues, determining the cost of inventory that is sold, allocating cost in the form of depreciation and amortization, and estimating restructuring charges and the impact of contingencies, as well as determining provisions for taxes on income.

On the consolidated balance sheets, estimates are used in determining the valuation and recoverability of assets, and in determining the reported amounts of liabilities, all of which also impact the consolidated statements of income.

For example, in the consolidated statements of operations, estimates are used when accounting for deductions from revenues, determining the cost of inventory that is sold, allocating cost in the form of depreciation and amortization, and estimating restructuring charges and the impact of contingencies, as well as determining provisions for taxes on income.

Certain estimates of fair value and amounts recorded in connection with acquisitions, revenue deductions, impairment reviews, restructuring-associated charges, investments and financial instruments, valuation allowances, pension and postretirement benefit plans, contingencies, share-based compensation, and other calculations can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions.

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As future events and their effects cannot be determined with precision, our estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.

We are subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in the healthcare environment, competition, litigation, legislation and regulations.

We regularly evaluate our estimates and assumptions using historical experience and expectations about the future.

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See Note 16D .

Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved.

These changes in fair value are recognized in earnings in Other (income)/deductions––net .

We measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting.

We estimate fair value using an exit price approach, which requires, among other things, that we determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market.

The determination of an exit price is considered from the perspective of market participants,

Any liability

2024 Form 10-K

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and Subsidiary Companies

considering the highest and best use of non-financial assets and, for liabilities, assuming that the risk of non-performance will be the same before and after the transfer.

resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved.

These changes in fair value are recognized in earnings in Other (income)/deductions––net .

We measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting.

The determination of an exit price is considered from the perspective of market participants, considering the highest and best use of non-financial assets and, for liabilities, assuming that the risk of non-performance will be the same before and after the transfer.

When estimating fair value, depending on the nature and complexity of the asset or liability, we may use one or all of the following techniques:

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In bill-and-hold arrangements which are part of the U.S.

Government Strategic National Stockpile, we recognize revenue for the product sale when the product is initially placed into the Stockpile and we provide a rotation service to maintain an agreed upon level of shelf life for product in the stockpile.

SNS, we recognize revenue for the product sale when the product is initially placed into the U.S.

SNS and we provide a rotation service to maintain an agreed upon level of shelf life for product in the stockpile.

In determining when the customer obtains control of the product, we consider certain indicators, including whether we have a present right to payment from the customer, whether title and/or significant risks and rewards of ownership have transferred to the customer and whether customer acceptance has been received.

In the fourth quarter of 2023, we began reporting Product revenues and Alliance revenues as separate line items in our consolidated statements of income.

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

Our Sales Contracts ––Sales on credit are typically under short-term contracts.

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Sales are adjusted for sales allowances, chargebacks, rebates and sales returns and cash discounts.

Sales returns may occur due to LOE, product recalls or a changing competitive environment.

Sales returns may occur due to patent-based expirations or loss of regulatory exclusivity, product recalls or a changing competitive environment.

Deductions from Revenues ––Our gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized.

Such variable consideration represents chargebacks, rebates, sales allowances and sales returns.

Such variable consideration represents chargebacks, rebates, sales allowances and

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

sales returns.

These deductions represent estimates of the related obligations and, as such, knowledge and judgment is required when estimating the impact of these product revenue deductions on gross sales for a reporting period.

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an estimate of the amount of time between shipment and return or lag time;

and any other factors that could

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

impact the estimate of future returns, such as LOE, product recalls or a changing competitive environment.

and any other factors that could impact the estimate of future returns, such as patent-based expirations or loss of regulatory exclusivity, product recalls or a changing competitive environment.

Generally, returned products are destroyed, and customers are refunded the sales price in the form of a credit.

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are primarily sold to government and non-government institutions.

Prescription pharmaceutical products that ultimately are used by patients are generally covered under governmental programs, managed care programs and insurance programs, including those managed through PBMs, and are subject to sales allowances and/or rebates payable directly to those programs.

Certain products in our portfolio are subject to seasonality of demand and Paxlovid revenues trend with infection rates.

and are subject to sales allowances and/or rebates payable directly to those programs.

Those sales allowances and rebates are generally negotiated, but government programs may have legislated amounts by type of product (e.g., patented or unpatented).

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This experience ratio is evaluated regularly to ensure that the historical trends are as current as practicable.

We estimate discounts on branded prescription drug sales to Medicare Part D participants in the Medicare “coverage gap,” also known as the “doughnut hole,” based on the historical experience of beneficiary prescriptions and consideration of the utilization that is expected to result from the discount in the coverage gap.

We estimate discounts on branded prescription drug sales in prior periods to Medicare Part D participants in the Medicare “coverage gap,” also known as the “doughnut hole,” and as of December 31, 2024 in the initial coverage and catastrophic phases under the Manufacturer Discount Program based on the historical experience of beneficiary prescriptions and consideration of the utilization that is expected to result from the discount in the coverage gap or from the manufacturer’s discount, respectively.

We evaluate this estimate regularly to ensure that the historical trends and future expectations are as current as practicable.

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wholesalers for honoring contracted prices and legislated discounts to third parties) closely approximate actual amounts incurred, as we settle these deductions generally within two to five weeks of incurring the liability.

We recorded direct product sales and/or Alliance revenues of more than $ 1 billion for each of nine products in 2023, for each of ten products in 2022 and for each of nine products in 2021.

In the aggregate, these direct product sales and/or Alliance revenues represented 64 %, 82 % and 75 % of our Total revenues in 2023, 2022 and 2021, respectively.

We recorded revenues of more than $ 1 billion for each of 11 products in 2024, for each of nine products in 2023 and for each of ten products in 2022, and these revenues represented 66 %, 64 % and 82 % of our Total revenues in 2024, 2023 and 2022, respectively.

See Note 17C .

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versus international), delinquency status, and customer type (high risk versus low risk and government versus non-government), and fixed reserve percentages are established for each pool of trade accounts receivables.

In determining the reserve percentages for each pool of trade accounts receivables, we considered our historical experience with certain customers and customer types, regulatory and legal environments, country and political risk, and other relevant current and future forecasted macroeconomic factors.

These credit risk indicators are monitored on a quarterly basis to determine whether there have been any changes in the economic environment that would indicate the established reserve percentages should be adjusted, and are considered on a regional basis to reflect more geographic-specific metrics.

Additionally, write-offs and recoveries of customer receivables are tracked against collections

2024 Form 10-K

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and Subsidiary Companies

on a quarterly basis to determine whether the reserve percentages remain appropriate.

Additionally, write-offs and recoveries of customer receivables are tracked against collections on a quarterly basis to determine whether the reserve percentages remain appropriate.

When management becomes aware of certain customer-specific factors that impact credit risk, specific allowances for these known troubled accounts are recorded.

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Collaborative Arrangements

Payments to and from our collaboration partners are presented in our consolidated statements of income based on the nature of the arrangement (including its contractual terms), the nature of the payments and applicable accounting guidance.

Payments to and from our collaboration partners are presented in our consolidated statements of operations based on the nature of the arrangement (including its contractual terms), the nature of the payments and applicable accounting guidance.

Under co-commercialization agreements, we record the amounts received for our share of gross profits from our collaboration partners as Alliance revenues, when our collaboration partners are the principal in the transaction and we receive a share of their net sales or profits.

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In collaboration arrangements where we are the principal in the transaction, we record amounts paid to collaboration partners for their share of net sales or profits earned, and all royalty payments to collaboration partners as Cost of sales .

Royalty payments received from collaboration partners are included in Other (income)/deductions—net.

Royalty payments received from collaboration partners are included in Royalty revenues.

Reimbursements to or from our collaboration partners for development costs are typically recorded in Research and development expenses .

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Acquired in-process research and development expenses includes costs incurred in connection with (a) all upfront and milestone payments on collaboration and in-license agreements, including premiums on equity securities and (b) asset acquisitions of acquired IPR&D.

Amortization of Intangible Assets, Depreciation and Certain Long-Lived Assets

Long-Lived Assets

Long-lived assets include:

• Property, plant and equipment , less accumulated depreciation—These assets are recorded at cost, including any significant improvements after purchase, less accumulated depreciation.

Property, plant and equipment assets, other than land and construction in progress, are depreciated on a straight-line basis over the estimated useful life of the individual assets.

• Property, plant and equipment, net —These assets are recorded at cost, including any significant improvements after purchase, less accumulated depreciation.

Property, plant and equipment assets, other than land and construction in progress, are depreciated on a

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

straight-line basis over the estimated useful life of the individual assets.

Depreciation begins when the asset is ready for its intended use.

For tax purposes, accelerated depreciation methods are used as allowed by tax laws.

• Identifiable intangible assets, less accumulated amortization —These assets are recorded at fair value at acquisition.

• Identifiable intangible assets, net —These assets are recorded at fair value at acquisition.

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

Intangible assets with indefinite lives are not amortized until a useful life can be determined.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

• Goodwill —Goodwill represents the excess of the consideration transferred for an acquired business over the assigned values of its net assets.

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If the carrying amount is greater, we record an impairment loss for the excess of book value over fair value.

In addition, in all cases of an impairment review, we reevaluate the remaining useful lives of the assets and modify them, as appropriate.

In addition, we reevaluate the remaining useful lives of the assets and modify them, as appropriate.

• For indefinite-lived intangible assets, such as brands and IPR&D assets, when necessary, we determine the fair value of the asset and record an impairment loss, if any, for the excess of book value over fair value.

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Transaction costs, such as banking, legal, accounting and other similar costs incurred in connection with a business acquisition are expensed as incurred .

Our business and platform functions may be impacted by these actions, including sales and marketing, manufacturing and R&D, as well as our corporate enabling functions.

Our business may be impacted by these actions, including sales and marketing, manufacturing and R&D, as well as our corporate enabling functions.

Cash Equivalents and Statement of Cash Flows

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• Private equity securities without readily determinable fair values and where we have no significant influence are measured at cost minus any impairment and plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

• For equity investments in common stock or in-substance common stock where we have significant influence over the financial and operating policies of the investee, we use the equity-method of accounting.

Under the equity-method, we record our share of the investee’s income and expenses in Other (income)/deductions—net .

The excess of the cost of the investment over our share of the underlying equity in the net assets of the investee as of the acquisition date is allocated to the identifiable assets and liabilities of the investee, with any remaining

2024 Form 10-K

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and Subsidiary Companies

excess amount allocated to goodwill.

Under the equity-method, we record our share of the investee’s income and expenses in Other (income)/deductions—net .

Such investments are initially recorded at cost, which is the fair value of consideration paid and typically does not include contingent consideration.

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Tax Assets and Liabilities and Income Tax Contingencies

Tax Assets and Liabilities –– Current tax assets primarily include (i) tax effects for intercompany transfers of inventory within our combined group, which are recognized in the consolidated statements of income when the inventory is sold to a third party and (ii) income tax receivables that are expected to be recovered either via refunds from taxing authorities or reductions to future tax obligations.

Tax Assets and Liabilities –– Current tax assets primarily include (i) tax effects for intercompany transfers of inventory within our combined group, which are recognized in the consolidated statements of operations when the inventory is sold to a third party and (ii) income tax receivables that are expected to be recovered either via refunds from taxing authorities or reductions to future tax obligations.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws.

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For our pension plans, the obligation may also include assumptions as to future compensation levels.

For our other postretirement benefit plans, the obligation may include assumptions as to the expected cost of providing medical insurance benefits, as well as the extent to which those costs are shared with the employee or others (such as governmental programs).

Plan assets are measured at fair value.

For our other postretirement benefit plans, the obligation may include assumptions as to the expected cost of

2024 Form 10-K

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and Subsidiary Companies

providing medical insurance benefits, as well as the extent to which those costs are shared with the employee or others (such as governmental programs).

Plan assets are measured at fair value.

Legal and Environmental Contingencies

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Share-Based Payments

Our compensation programs can include share-based payments.

Our compensation programs include share-based payments.

Generally, grants under share-based payment programs are accounted for at fair value and these fair values are generally amortized on a straight-line basis or on an accelerated attribution approach over the vesting terms with the related costs recorded in Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses , as appropriate.

Acquisitions, Divestitures, Equity-Method Investments, Licensing Arrangement, Collaborative Arrangements and Research and Development Arrangement

Acquisitions, Divestitures, Equity-Method Investments, Collaborative Arrangements and Research and Development Arrangement

Seagen–– On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $ 229 per share in cash.

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In addition, in connection with the acquisition, $ 476 million in post-closing compensation expense for Seagen employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ).

The combination of local Pfizer and Seagen entities may be pending in various jurisdictions and integration is subject to completion of various local legal and regulatory steps.

Seagen’s principal business was the development, manufacture, marketing and distribution of targeted cancer therapeutics, primarily using antibody-drug conjugate technology.

Seagen’s principal business was the development, manufacture, marketing and distribution of targeted cancer therapeutics, primarily using ADC technology.

Seagen’s portfolio includes four approved medicines as well as a pipeline of product candidates.

Clinical development programs are ongoing for each of these approved medicines for potential new or expanded indications and for several product candidates.

We believe our acquisition of Seagen will strengthen our oncology capabilities by allowing us to combine Seagen’s antibody-drug conjugate technology with the resources and scale of the Pfizer enterprise and to advance more potential breakthroughs to patients with cancer.

The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date.

The estimated values are not yet finalized (see below) and are subject to change, which could be significant.

We will finalize the amounts recognized as we obtain the information necessary to complete the analyses.

We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date.

We believe our acquisition of Seagen will strengthen our oncology capabilities by allowing us to combine Seagen’s ADC technology with the resources and scale of the Pfizer enterprise and to advance more potential breakthroughs to patients with cancer.

The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date, as well as adjustments made in 2024 to the amounts initially recorded in 2023 (measurement period adjustments) with a corresponding change to goodwill.

The measurement period adjustments did not have a material impact on our earnings in any period.

The final allocation of the consideration transferred to the assets acquired and the liabilities assumed has been completed.

Amounts Recognized

as of Acquisition Date

(Provisional)

Working capital, excluding inventories (a)

Inventories (b)

(as previously reported as of December 31, 2023)

Measurement Period Adjustments (a)

Amounts Recognized as of Acquisition Date (as adjusted) Final

Working capital, excluding inventories (b)

$ 736 $ ( 115 ) $ 621

Inventories (c)

4,195 ( 922 ) 3,273

Property, plant and equipment

Identifiable intangible assets, excluding in-process research and development (c)

524 ( 243 ) 280

Identifiable intangible assets, excluding in-process research and development (d)

7,970 ( 50 ) 7,920

In-process research and development

20,800 ( 900 ) 19,900

Other noncurrent assets

Net income tax accounts (d)

174 ( 115 ) 59

Net income tax accounts (e)

( 6,123 ) 1,343 ( 4,779 )

Other noncurrent liabilities ( 167 ) ( 20 ) ( 187 )

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Net assets acquired/total consideration transferred $ 44,234 $ — $ 44,234

(a) Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued compensation and other current liabilities.

(b) Comprised of $ 1.0 billion current inventories and $ 3.1 billion noncurrent inventories.

(c) Comprised mainly of $ 7.5 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.

(d) As of the acquisition date, included primarily in Noncurrent deferred tax liabilities .

The following items are subject to change:

• Amounts for certain balances included in working capital (excluding inventories), and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded.

We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements.

• Amounts for identifiable intangible assets, inventories, contractual commitments, PP&E, and operating lease ROU assets and liabilities, pending finalization of valuation efforts, the completion of certain physical inventory counts and the confirmation of the physical existence and condition of certain PP&E assets.

(a) The changes in the estimated fair values are to better reflect market participant assumptions about facts and circumstances existing as of the acquisition date.

The measurement period adjustments did not result from intervening events subsequent to the acquisition date.

(b) Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued compensation and other current liabilities.

(d) As adjusted, comprised mainly of $ 7.5 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.

(e) As adjusted, included primarily in Noncurrent deferred tax liabilities.

The measurement period adjustments primarily reflect the tax impact of the pre-tax measurement period adjustments.

As of the acquisition date, the fair value of accounts receivable approximated the book value acquired.

The gross contractual amount receivable was $ 597 million.

2024 Form 10-K

1 unchanged sentence

and Subsidiary Companies

• Amounts for income tax assets, receivables and liabilities, pending the filing of Seagen’s pre-acquisition tax returns and the receipt of information, including but not limited to that from taxing authorities, which may change certain estimates and assumptions used.

As of the acquisition date, the fair value of accounts receivable approximated the book value acquired.

The gross contractual amount receivable was $ 597 million.

In the ordinary course of business, Seagen may incur liabilities for environmental, legal and tax matters, as well as guarantees and indemnifications.

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All of the goodwill related to the acquisition of Seagen is related to our Biopharma segment (see Note 10 ).

Actual and Pro Forma Impact of Acquisition — The following table presents information for Seagen’s operations that are included in Pfizer’s consolidated statements of income beginning from the acquisition date, December 14, 2023, through Pfizer’s year-end in 2023:

Actual and Pro Forma Impact of Acquisition — The following table presents information for Seagen’s operations that are included in Pfizer’s consolidated statements of operations beginning from the acquisition date, December 14, 2023, through Pfizer’s year-end in 2023:

Revenues $ 132

1 unchanged sentence

common shareholders (a)

(a) Includes restructuring, integration and acquisition-related costs ($ 614 million pre-tax) and purchase accounting charges related to (i) the preliminary fair value adjustment for acquisition-date inventory estimated to have been sold ($ 109 million pre-tax);

(ii) amortization expense related to the preliminary fair value of identifiable intangible assets acquired from Seagen ($ 25 million pre-tax);

as well as (iii) depreciation expense related to the preliminary fair value adjustment of fixed assets acquired from Seagen ($ 2 million pre-tax).

(a) Includes restructuring, integration and acquisition-related costs ($ 614 million pre-tax) and purchase accounting charges related to (i) the fair value adjustment for acquisition-date inventory estimated to have been sold ($ 109 million pre-tax);

(ii) amortization expense related to the fair value of identifiable intangible assets acquired from Seagen ($ 25 million pre-tax);

as well as (iii) depreciation expense related to the fair value adjustment of fixed assets acquired from Seagen ($ 2 million pre-tax).

The following table provides unaudited U.S.

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The unaudited supplemental pro forma consolidated results do not purport to reflect what the combined company’s results of operations would have been had the acquisition occurred on January 1, 2022, nor do they project the future results of operations of the combined company or reflect the expected realization of any cost savings associated with the acquisition.

The actual results of operations of the combined company may differ significantly from the pro forma adjustments reflected here due to many factors.

The unaudited supplemental pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and the liabilities assumed from Seagen.

The actual results of operations of the combined company may differ significantly from the pro forma information reflected here due to many factors.

The unaudited supplemental pro forma financial information includes various assumptions, including those related to the purchase price allocation of the assets acquired and the liabilities assumed from Seagen.

The historical U.S.

GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments:

• Additional amortization expense (approximately $ 503 million in 2023 and $ 526 million in 2022) related to the preliminary estimate of the fair value of identifiable intangible assets acquired.

GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments for the years ended December 31, 2023 and 2022:

• Additional amortization expense of approximately $ 553 million and $ 576 million, respectively, related to the fair value of identifiable intangible assets acquired.

• Additional expense related to the fair value adjustment to acquisition-date inventory estimated to have been sold of approximately $ 755 million and $ 934 million, respectively.

• Additional estimated interest expense of approximately $ 984 million and $ 2.0 billion, respectively, related to the debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.

2024 Form 10-K

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and Subsidiary Companies

• Additional expense related to the preliminary estimate of the fair value adjustment to acquisition-date inventory estimated to have been sold (approximately $ 796 million in 2023 and $ 887 million in 2022).

• Additional interest expense (approximately $ 984 million in 2023 and $ 2.0 billion in 2022) related to the estimated debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.

• Elimination of interest income (approximately $ 1.2 billion in 2023 and $ 267 million in 2022) related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially fund the acquisition.

• Adjustment to move Seagen royalty income received from collaboration partners (approximately $ 203 million in 2023 and $ 165 million in 2022) from total revenues to other (income)/deductions, which is consistent with Pfizer’s presentation in 2023.

• Elimination of interest income of approximately $ 1.2 billion and $ 267 million, respectively, related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially finance the acquisition.

The above adjustments were then adjusted for the applicable tax impact using an estimated weighted-average statutory tax rate applied to the applicable pro forma adjustments.

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In connection with this business combination, we recorded:

(i) $ 4.4 billion in Identifiable intangible assets , consisting of $ 3.0 billion of IPR&D and $ 1.4 billion of developed technology rights with a useful life of six years , (ii) $ 1.1 billion of Goodwill, (iii) $ 644 million of inventories to be sold over approximately three years , (iv) $ 516 million of net deferred tax liabilities and (v) $ 331 million of assumed long-term debt that was paid in full in the fourth quarter of 2022.

(i) $ 4.4 billion in Identifiable intangible assets, net , consisting of $ 3.0 billion of IPR&D and $ 1.4 billion of developed technology rights with a useful life of six years , (ii) $ 1.1 billion of Goodwill, (iii) $ 644 million of inventories to be sold over approximately three years , (iv) $ 516 million of net deferred tax liabilities and (v) $ 331 million of assumed long-term debt that was paid in full in the fourth quarter of 2022.

Biohaven–– On October 3, 2022, we acquired Biohaven, the maker of Nurtec ODT/Vydura (rimegepant), an innovative therapy approved for both acute treatment of migraine and prevention of episodic migraine in adults.

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became a new publicly traded company that retained Biohaven’s non-CGRP development stage pipeline compounds.

Pfizer, a Biohaven shareholder, received a pro rata portion of Biohaven Ltd.’s shares in the distribution and owns approximately 1.3 % of Biohaven Ltd.

as of December 31, 2023.

This acquisition follows on the November 2021 collaboration for the commercialization of rimegepant and zavegepant outside the U.S., in connection with which Pfizer acquired 2.6 % of Biohaven’s common stock (see Note 2E ).

Biohaven Ltd.

also has the right to receive tiered royalties from Pfizer on any annual net sales of rimegepant and zavegepant in the U.S.

in excess of $ 5.25 billion.

This contingent consideration was determined to have no fair value as of the acquisition date.

Pfizer also acquired Biohaven’s commitments for payment of high single digit to mid-teen percentage tiered royalties on world-wide net sales excluding China and low to high single digit royalties on net sales in China of rimegepant and zavegepant as well as certain regulatory approval and commercial milestone payments associated with rimegepant and zavegepant of up to $ 1.1 billion under pre-existing third-party license and other agreements.

These milestone amounts have been reduced by $ 608 million since the acquisition due to payments made and renegotiation of certain of the applicable agreements.

Pfizer, a Biohaven shareholder, received a pro rata portion of Biohaven Ltd.’s shares in the distribution.

The total fair value of the consideration transferred was $ 11.8 billion, which includes the fair value of Pfizer’s previous investment in Biohaven on the acquisition date of approximately $ 300 million.

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The total fair value of the consideration transferred was $ 6.6 billion ($ 6.2 billion, net of cash acquired).

In addition, $ 138 million in payments to Arena employees for the fair value of previously unvested long-term incentive awards was recognized as post-closing compensation expense and recorded in Restructuring charges and certain acquisition-related costs (see Note 3 ).

The final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed in 2023.

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We accounted for the transaction as an asset acquisition since the lead asset, sisunatovir, represented substantially all of the fair value of the gross assets acquired.

At the acquisition date, we recorded a $ 426 million charge representing an acquired IPR&D asset with no alternative

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

use in Acquired in-process research and development expenses , which is presented as a cash outflow from operating activities.

At the acquisition date, we recorded a $ 426 million charge representing an acquired IPR&D asset with no alternative use in Acquired in-process research and development expenses , which is presented as a cash outflow from operating activities.

Other assets acquired and liabilities assumed were not significant.

Trillium–– On November 17, 2021, we acquired all of the issued and outstanding common stock not already owned by Pfizer of Trillium, a clinical stage immuno-oncology company developing therapies targeting cancer immune evasion pathways and specific cell targeting approaches, for $ 18.50 per share in cash, for total consideration of $ 2.0 billion, net of cash acquired.

As a result, Trillium became our wholly owned subsidiary.

We previously held a 2 % ownership investment in Trillium.

Trillium’s lead program, TTI-622, is an investigational fusion protein that is designed to block the inhibitory activity of CD47, a molecule that is overexpressed by a wide variety of tumors.

We accounted for the transaction as an asset acquisition since the lead asset, TTI-622, represented substantially all of the fair value of the gross assets acquired, which exclude cash acquired.

At the acquisition date, we recorded a $ 2.1 billion charge representing an acquired IPR&D asset with no alternative future use in Acquired in-process research and development expenses , of which the $ 2.0 billion net cash consideration is presented as a cash outflow from operating activities.

In connection with this acquisition, we recorded $ 256 million of assets acquired primarily consisting of cash and investments.

Liabilities assumed were approximately $ 81 million.

Pro forma information for the aforementioned acquisitions (except for Seagen) has not been presented because these acquisitions were not material to our consolidated financial statements.

Divestiture of Early-Stage Rare Disease Gene Therapy Portfolio– –On September 19, 2023, we completed an agreement with Alexion, under which Alexion purchased and licensed the assets of our early-stage rare disease gene therapy portfolio.

This agreement is consistent with our previously announced strategy to pivot from viral capsid-based gene therapy approaches to harnessing new platform technologies that we believe can have a transformative impact on patients, such as mRNA or in vivo gene editing.

Under the terms of the agreement, Alexion will pay us total consideration of up to $ 1 billion, consisting of an upfront payment of $ 300 million which was paid at closing and future contingent milestone payments, plus tiered royalties based on annual net sales of the assets.

In connection with the closing of the transaction, Pfizer recognized a $ 222 million pre-tax gain in Other (income)/deductions––net (see Note 4 ).

Discontinued Operations

Meridian–– On December 31, 2021, we completed the sale of our Meridian subsidiary for approximately $ 51 million in cash and recognized a loss of approximately $ 167 million, net of tax, in Discontinued operations––net of tax .

In connection with the sale, Pfizer and the purchaser of Meridian entered into various agreements to provide a framework for our relationship after the sale, including interim TSAs and an MSA.

Services under the TSAs are completed as of December 31, 2023.

The MSA is for a term of three years post sale with a two year extension period.

Amounts recorded under the interim TSAs and MSA in 2023 and 2022 were not material to our operations.

No amounts were recorded under these arrangements in 2021.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Upjohn Separation and Combination with Mylan–– In connection with the 2020 spin-off and the combination of the Upjohn Business with Mylan to form Viatris, Pfizer and Viatris entered into various agreements, including a separation and distribution agreement, interim operating models, including agency arrangements, MSAs, TSAs, a tax matters agreement, and an employee matters agreement, among others.

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Net amounts due to Viatris under the above agreements were $ 105 million as of December 31, 2024 and $ 33 million as of December 31, 2023.

The cash flows associated with the above agreements are included in Net cash provided by operating activities from continuing operations, except for a $ 277 million payment to Viatris made in 2021 pursuant to terms of the separation agreement, which is reported in Other financing activities, net .

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Components of Discontinued operations––net of tax:

Year Ended December 31, (a)

(MILLIONS) 2023 2022 2021

Total revenues

$ — $ — $ 277

Costs and expenses:

Cost of sales — — 204

Selling, informational and administrative expenses — 8 26

Research and development expenses — — 9

Acquired in-process research and development expenses — — —

Amortization of intangible assets — — 45

Restructuring charges and certain acquisition-related costs — — 2

Other (income)/deductions––net ( 11 ) ( 20 ) 365

Pre-tax income/(loss) from discontinued operations 11 12 ( 375 )

Provision/(benefit) for taxes on income 26 13 ( 107 )

Income/(loss) from discontinued operations––net of tax ( 15 ) ( 1 ) ( 268 )

Pre-tax gain/(loss) on sale of discontinued operations — 10 ( 211 )

Provision/(benefit) for taxes on income — 2 ( 44 )

Gain/(loss) on sale of discontinued operations––net of tax — 7 ( 167 )

Discontinued operations––net of tax $ ( 15 ) $ 6 $ ( 434 )

(a) In 2023 and 2022, Discontinued operations—net of tax relates to post-close adjustments.

In 2021, Discontinued operations—net of tax primarily includes (i) the operations of Meridian prior to its sale on December 31, 2021 recognized in Income/(loss) from discontinued operations—net of tax, which includes a pre-tax expense to resolve an MDL relating to EpiPen against the Company in the U.S.

District Court for the District of Kansas for $ 345 million;

and (ii) the after tax loss of $ 167 million related to the sale of Meridian recognized in Gain/(loss) on sale of discontinued operations––net of tax.

To a much lesser extent, Discontinued operations—net of tax in 2021 also includes the operations of the Mylan-Japan collaboration prior to its termination on December 21, 2020 and post-close adjustments directly related to our former Upjohn and Nutrition discontinued businesses, including adjustments for tax, benefits and legal-related matters recognized in Income/(loss) from discontinued operations—net of tax.

The cash flows associated with the above agreements are included in Net cash provided by/(used in) operating activities.

Equity-Method Investments

Haleon/Consumer Healthcare JV–– On July 18, 2022, GSK completed a demerger of the Consumer Healthcare JV which became Haleon, an independent, publicly traded company listed on the London Stock Exchange that holds the joint historical consumer healthcare business of GSK and Pfizer following the demerger.

We continue to own 32 % of Haleon as of December 31, 2023.

The carrying value of our investment in Haleon as of December 31, 2023 and December 31, 2022 was $ 11.5 billion and $ 10.8 billion, respectively, and is reported in Equity-method investments .

The fair value of our investment in Haleon as of December 31, 2023, based on quoted market prices of Haleon stock, was $ 12.1 billion.

Haleon/the Consumer Healthcare JV is a foreign investee whose reporting currency is the U.K.

pound, and therefore we translate its financial statements into U.S.

dollars and recognize the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income.

The increase in the value of our investment from December 31, 2022 to December 31, 2023 is primarily due to our share of Haleon’s earnings of $ 489 million as well as $ 280 million in pre-tax foreign currency translation adjustments (see Note 6 ), partially offset by $ 153 million in dividends.

We record our share of earnings from Haleon/the Consumer Healthcare JV on a quarterly basis on a one-quarter lag in Other (income)/deductions––net .

Our total share of Haleon’s earnings generated in the fourth quarter of 2022 and the first nine months of 2023, which we recorded in our operating results in 2023, was $ 489 million.

Our total share of Haleon/the Consumer Healthcare JV’s earnings generated in the fourth quarter of 2021 and the first nine months of 2022, which we recorded in our operating results in 2022, was $ 536 million.

Our total share of the JV’s earnings generated in the fourth quarter of 2020 and the first nine months of 2021, which we recorded in our operating results in 2021, was $ 495 million.

As part of the initial accounting for our investment in the Consumer Healthcare JV in 2019, we determined that the difference between the initial fair value of our investment less our underlying equity in the carrying value of the net assets of the JV resulted in an initial excess basis difference of $ 4.8 billion.

We allocated the difference primarily to inventory, definite-lived intangible assets, indefinite-lived intangible assets, related deferred tax liabilities, and equity-method goodwill.

We recognize amortization of these basis differences in Other (income)/deductions––net .

Amortization of basis differences on inventory and related deferred tax liabilities was completely recognized by the second quarter of 2020.

Basis differences on definite-lived intangible assets and related deferred tax liabilities are being amortized over the lives of the underlying assets, which range from 8 to 20 years.

In 2022, our equity-method income included in Other (income)/ deductions––net also included charges of $ 100 million, primarily for adjustments to our equity-method basis differences related to the separation of Haleon/the Consumer Healthcare JV from GSK.

The total amortization and adjustment of basis differences resulting from the excess of the initial fair value of our investment over the underlying equity in the carrying value of the net assets of Haleon/the Consumer Healthcare JV was not material to our results of operations in 2023 and 2021.

Haleon–– Haleon, is an independent, publicly traded company listed on the London Stock Exchange that holds the joint historical consumer healthcare business of GSK and Pfizer.

We owned 32 % of Haleon as of December 31, 2023.

In March 2024, we sold approximately 30 % of our investment in Haleon through the sale of 791 million ordinary shares in a global public offering, and the sale of 102 million ordinary shares directly to Haleon, for $ 3.5 billion.

In October 2024, we sold approximately 34 % of our remaining investment in Haleon through the sale of 640 million ordinary shares in a global public offering, and the sale of 61 million ordinary shares directly to Haleon, for $ 3.5 billion.

We recognized total gains on these sales of our Haleon shares of $ 945 million during 2024 in Other (income)/deductions––net (see Note 4 ).

After the October 2024 share sale, we owned approximately 15 % of the outstanding voting shares of Haleon as of December 31, 2024 .

Through the third quarter of 2024, we accounted for our Haleon investment under the equity method and recorded our share of earnings from Haleon on a quarterly basis on a one-quarter lag in Other (income)/deductions––net .

As Haleon is a foreign investee whose reporting currency is the U.K.

pound, we translated its financial statements into U.S.

dollars and recognized the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income.

With the reduction in our Haleon ownership percentage and board representation after the October 2024 sale, we no longer have the ability to exercise significant influence over the operating and financial policies of Haleon.

As a result, we discontinued the application of the equity method to our Haleon investment, and 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 .

The following table summarizes the change in the carrying value of our investment in Haleon:

Year Ended December 31,

Beginning carrying value reported in Equity-method investments

$ 11,451 $ 10,824

Carrying value of shares sold

( 212 ) ( 153 )

Currency translation adjustments and other (a)

Basis difference adjustments and amortization (b), (c)

Pfizer share of Haleon investee capital transaction (b), (d)

Pfizer share of Haleon earnings (b)

Reclassification of accumulated other comprehensive income balances in Equity-method investments (e)

Transfer of carrying value to Short-term investments (f)

Ending carrying value

(a) See Note 6 .

(b) Included in Other (income)/deductions –– net .

(c) Adjustments in 2024 include (i) the impact of Haleon’s brand divestitures and impairments of intangible assets and (ii) changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities.

(d) In 2024, includes (i) a decrease of $ 91 million recorded in the second quarter of 2024 for Pfizer’s share of an investee capital transaction recognized by Haleon for treasury stock Haleon purchased in the first quarter of 2024 and (ii) an increase of $ 46 million recorded in the third quarter of 2024 for the impact of the reduction in Pfizer’s ownership from approximately 32 % to approximately 23 % as applied to dividends with a record date in the first quarter of 2024, which were recognized in Haleon’s second quarter 2024 financial statements.

(e) The 2024 activity primarily represent foreign currency translation balances in Accumulated other comprehensive income related to the equity-method investment in Haleon that were reclassified into Equity-method investments upon our loss of significant influence over Haleon and our discontinuance of the equity method for the Haleon investment.

(f) The final carrying value of our equity-method investment in Haleon was reclassified to Short-term investments and is being accounted for as an equity investment with a readily determinable fair value.

2024 Form 10-K

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and Subsidiary Companies

Summarized financial information for our equity-method investee, Haleon/the Consumer Healthcare JV, as of September 30, 2023, the most recent period available, and as of September 30, 2022 and for the periods ending September 30, 2023, 2022, and 2021 is as follows:

Summarized financial information for Haleon as of September 30, 2024, the most recent period available, and as of September 30, 2023 and for the periods ending September 30, 2024, 2023, and 2022 is as follows:

(MILLIONS) September 30, 2024 September 30, 2023

9 unchanged sentences

Total net equity $ 22,406 $ 20,968

For the Twelve Months Ending

For the Twelve Months Ended

(MILLIONS) September 30, 2024 September 30, 2023 September 30, 2022

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The notes were guaranteed by GSK generally up to and excluding the date of the demerger (the “Guarantee Assumption Date”).

We agreed to indemnify GSK for 32 % (representing our pro rata equity interest in the Consumer Healthcare JV) of any amount payable by GSK pursuant to its guarantee of the notes.

We agreed to indemnify GSK for 32 % (representing our pro rata equity interest in the Consumer Healthcare JV at that time) of any amount payable by GSK pursuant to its guarantee of the notes.

Our indemnity was provided solely for the benefit of GSK.

8 unchanged sentences

We suspended application of the equity method to our investment in ViiV in 2016 when the carrying value of our investment was reduced to zero due to the recognition of cumulative equity-method losses and dividends, and therefore we no longer record our proportionate share of ViiV’s net income (loss) in our results of operations.

Since 2016, we have recognized dividends from ViiV as income in Other (income)/deductions––net when earned, including dividends of $ 265 million in 2023, $ 314 million in 2022 and $ 166 million in 2021 (see Note 4 ).

Since 2016, we have recognized dividends from ViiV as income in Other (income)/deductions––net when earned, including dividends of $ 272 million in 2024, $ 265 million in 2023 and $ 314 million in 2022 (see

Summarized financial information for our equity-method investee, ViiV, as of December 31, 2024 and 2023 and for the years ending December 31, 2024, 2023, and 2022 is as follows:

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Income attributable to shareholders 3,062 3,090 3,108

Licensing Arrangement

Agreement with Valneva–– In June 2022, we entered into an Equity Subscription Agreement, under which we invested € 90.5 million ($ 95 million) in Valneva to further support our arrangement to co-develop and commercialize Lyme disease vaccine candidate, VLA15, which we originally entered into with Valneva in 2020.

In addition, we updated the terms of our existing co-development and commercialization agreement for VLA15.

Valneva will now fund 40 % of the remaining shared development costs, and we will pay Valneva tiered royalties ranging from 14 % to 22 %, compared to royalties starting at 19 % in the initial agreement.

In addition, the royalties will be complemented by up to $ 100 million in milestones payable to Valneva based on cumulative sales.

Other early commercialization milestones are unchanged.

As of December 31, 2023, we held a 6.9 % equity stake of Valneva.

Collaborative Arrangements

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See Note 2A .

This acquisition represented a settlement of the pre-existing relationship, and we determined that no gain or loss was required to be recognized.

Collaborations with BioNTech–– On December 30, 2021, we entered into a research, development and commercialization agreement to develop a potential first mRNA-based vaccine for the prevention of shingles (herpes zoster virus) based on BioNTech’s proprietary mRNA technology and our antigen technology.

Under the terms of the agreement, we agreed to pay BioNTech $ 225 million, including an upfront cash payment of $ 75 million and an equity investment of $ 150 million.

BioNTech is eligible to receive future regulatory and sales milestone payments of up to $ 200 million.

In return, BioNTech agreed to pay us $ 25 million for our proprietary antigen technology.

The net upfront payment to BioNTech was recorded to Acquired in-process research and development expenses in our fourth quarter of 2021.

We and BioNTech share development costs.

We will have commercialization rights to the potential vaccine worldwide, excluding Germany, Turkey and certain developing countries where BioNTech will have commercialization rights.

We and BioNTech will share gross profits from commercialization of any product.

As of December 31, 2023, we held an equity stake of 2.7 % of BioNTech.

On April 9, 2020, we signed a global agreement with BioNTech to co-develop a mRNA-based coronavirus vaccine program aimed at preventing COVID-19 infection, which resulted in the development of Comirnaty.

On January 29, 2021, we and BioNTech signed an amended version of the April 2020 agreement.

Under the January 2021 agreement, BioNTech paid us their 50 percent share of prior development costs in a lump sum payment during the first quarter of 2021.

Further R&D costs are being shared equally.

We have commercialization rights to the vaccine worldwide, excluding Germany and Turkey where BioNTech markets and distributes the vaccine under the agreement with us, and excluding China, Hong Kong, Macau and Taiwan, which are subject to a separate collaboration between BioNTech and Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

We recognize revenues and cost of sales on a gross basis in markets where we are commercializing the vaccine and we record our share of gross profits related to sales of the vaccine by BioNTech in Germany and Turkey in Alliance revenues .

Collaboration with Beam–– On December 24, 2021, we entered into a multi-year research collaboration with Beam to utilize Beam’s in vivo base editing programs, which use mRNA and lipid nanoparticles, for three targets for rare genetic diseases of the liver, muscle and central nervous system.

Under the terms of the agreement, Beam conducts all research activities through development candidate selection for three undisclosed targets, which are not included in Beam’s existing programs, and we may opt in to obtain exclusive licenses to each development candidate.

Beam has a right to opt in, at the end of phase 1/2 studies, upon the payment by Beam of an option exercise fee, to a global co-development and co-commercialization agreement with respect to one program licensed under the collaboration pursuant to which we and Beam would share net profits as well as development and commercialization costs in a 65 %/ 35 % ratio (Pfizer/Beam).

Upon entering into the agreement, we recorded $ 300 million in Acquired in-process research and development expenses in the fourth quarter of 2021 for an upfront payment due to Beam, and if we exercise our opt in to licenses for all three targets, Beam will be eligible for up to an additional $ 1.05 billion in development, regulatory and commercial milestone payments for a potential total deal consideration of up to $ 1.35 billion.

Beam is also eligible to receive royalties on global net sales for each licensed program.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Collaboration with Arvinas–– On July 21, 2021, we entered into a global collaboration with Arvinas to develop and commercialize ARV-471, an investigational oral PROTAC ® (PROteolysis TArgeting Chimera) estrogen receptor protein degrader.

The estrogen receptor is a well-known disease driver in most breast cancers.

In connection with the agreement, we made an upfront cash payment of $ 650 million to Arvinas and we made a $ 350 million equity investment in the common stock of Arvinas.

We recognized $ 706 million for the upfront payment and a premium paid on our equity investment in Acquired in-process research and development expenses in our third quarter of 2021.

Arvinas is also eligible to receive up to $ 400 million in approval milestones and up to $ 1 billion in commercial milestones.

The companies equally share worldwide development costs, commercialization expenses and profits.

As of December 31, 2023, we held a 5.1 % equity stake of Arvinas.

Summarized Financial Information for Collaborative Arrangements

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8,388 7,582 8,537

Royalty revenues (c)

Total revenues from collaborative arrangements $ 9,486 $ 8,400 $ 9,588

Cost of sales (c)

Cost of sales (d)

$ ( 2,901 ) $ ( 4,277 ) $ ( 15,589 )

Selling, informational and administrative expenses (d)

Selling, informational and administrative expenses (e)

( 335 ) ( 267 ) ( 196 )

Research and development expenses (e)

Acquired in-process research and development expenses (f)

Research and development expenses (f)

Acquired in-process research and development expenses (g)

2 ( 13 ) ( 339 )

Other income/(deductions)—net (g)

Restructuring charges and certain acquisition-related costs (h)

Other income/(deductions)—net

(a) Represents sales to our partners of products manufactured by us.

(b) Substantially all relates to amounts earned from our partners under co-promotion agreements.

The increase in 2024 was primarily driven by an increase in Alliance revenues from Eliquis and Xtandi, partially offset by a decrease in Alliance revenues from Bavencio.

The decrease in 2023 was primarily driven by a decline in Alliance revenues from Comirnaty, partially offset by an increase in Alliance revenues from Eliquis.

The increase in 2022 was primarily driven by increases in Alliance revenues from Eliquis, Comirnaty and Bavencio.

(c) Primarily relates to amounts paid to collaboration partners for their share of net sales or profits earned in collaboration arrangements where we are the principal in the transaction, and cost of sales for inventory purchased from our partners.

(d) Primarily relates to amounts paid to collaboration partners for their share of net sales or profits earned in collaboration arrangements where we are the principal in the transaction, and cost of sales for inventory purchased from our partners.

The decreases in 2024 and in 2023 primarily relate to Comirnaty.

(d) Represents net reimbursements to our partners for selling, informational and administrative expenses incurred.

(e) Represents net reimbursements from our partners for research and development expenses incurred.

(f) Primarily relates to upfront payments to our partners as well as premiums paid on our equity investments in the common stock of our partners.

(g) Primarily relates to royalties from our collaboration partners.

(e) Represents net reimbursements to our partners for selling, informational and administrative expenses incurred.

(f) Represents net reimbursements from our partners for research and development expenses incurred.

(g) Primarily relates to upfront payments to our partners as well as premiums paid on our equity investments in the common stock of our partners.

(h) Relates to exit costs associated with terminating a collaboration with SMPS.

The amounts outlined in the above table do not include transactions with third parties other than our collaboration partners, or other costs for the products under the collaborative arrangements.

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We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses.

The reduction to Research and development expenses in 2023 was $ 175 million.

The reduction to Research and development expenses in 2024 and 2023 was $ 135 million and $ 175 million,

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

respectively.

If successful, upon regulatory approval in the U.S.

4 unchanged sentences

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

Restructuring Programs

Transforming to a More Focused Company Program–– In 2019, we announced that we would be incurring costs associated with our Transforming to a More Focused Company Program, a multi-year effort to ensure our cost base aligned appropriately with our operating structure following Pfizer’s transformation into a more focused, innovative science-based global biopharmaceutical business.

This program included activities to (i) restructure our corporate enabling functions to appropriately support our operating structure;

(ii) transform our commercial go-to-market model;

and (iii) optimize our manufacturing network and R&D operations.

The costs to restructure our corporate enabling functions, and to optimize our R&D operations and reduce cycle times, as well as to further prioritize our internal R&D portfolio, primarily included severance and implementation costs.

The costs to optimize our manufacturing network largely included severance, implementation costs, product transfer costs, site exit costs, and accelerated depreciation.

From the start of this program in the fourth quarter of 2019 through December 31, 2023, we incurred costs of $ 4.0 billion, of which $ 1.5 billion ($ 1.0 billion of restructuring charges) was associated with our Biopharma segment and have substantially completed this program.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

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

We expect costs associated with this multi-year effort to continue through 2024 and to total approximately $ 3.0 billion, primarily representing cash expenditures for severance and implementation costs, of which $ 1.1 billion is associated with our Biopharma segment.

In 2023, we incurred costs under this program of $ 1.7 billion, of which $ 674 million (including $ 665 million of restructuring charges) is associated with our Biopharma segment.

Realigning our Cost Base Program

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

We expect costs associated with this multi-year effort to continue primarily through 2025 and to total approximately $ 2.9 billion, primarily representing cash expenditures for severance, exit and implementation costs as well as asset write downs of which $ 2.2 billion is associated with our Biopharma segment.

From the start of this program through December 31, 2024, we incurred costs under this program of $ 2.6 billion, of which $ 2.1 billion is associated with our Biopharma segment (including $ 2.0 billion of restructuring charges).

Manufacturing Optimization Program

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

The first phase of this program is focused on operational efficiencies and we expect costs for this first phase to total approximately $ 1.6 billion, primarily representing cash expenditures for severance and implementation costs, all of which is associated with our Biopharma segment.

These costs were recorded primarily in 2024, with cash outlays expected primarily in 2025 and 2026.

From the start of this program through December 31, 2024, we incurred costs under this program of $ 1.2 billion, substantially all of which is restructuring costs for our Biopharma segment.

Key Activities

5 unchanged sentences

Asset impairments 432 227 52

Exit costs/(credits) 119 54 8

Restructuring charges/(credits) (a)

6 unchanged sentences

7 ( 7 ) ( 9 )

Additional depreciation––asset restructuring recorded in our consolidated statements of income as follows (d) :

Additional depreciation––asset restructuring recorded in our consolidated statements of operations as follows (d) :

Cost of sales 14 31 34

1 unchanged sentence

Total additional depreciation––asset restructuring

Implementation costs recorded in our consolidated statements of income as follows (e) :

Implementation costs recorded in our consolidated statements of operations as follows (e) :

Cost of sales 120 67 54

5 unchanged sentences

Amounts associated with our Biopharma segment:

$ 672 million for 2023 (including charges of $ 665 million for Realigning our Cost Base Program and credits of $ 20 million for Transforming to a More Focused Company program), $ 354 million for 2022 (including charges of $ 291 million for Transforming to a More Focused Company program) and $ 610 million for 2021 (including charges of $ 612 million for Transforming to a More Focused Company program).

charges of $ 1.8 billion for 2024 (including charges of $ 1.2 billion for our Manufacturing Optimization Program and charges of $ 571 million for our Realigning our Cost Base Program), $ 1.5 billion for 2023 (including charges of $ 1.4 billion for our Realigning our Cost Base Program and charges of $ 3 million for our Transforming to a More Focused Company program, that we have substantially completed) and $ 796 million for 2022 (including charges of $ 601 million for our Transforming to a More Focused Company program).

(b) Represents external costs for banking, legal, accounting and other similar services.

3 unchanged sentences

See Note 2A .

2021 costs primarily related to our acquisition of Trillium.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

(d) Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.

16 unchanged sentences

(a) Other activity includes adjustments for foreign currency translation that are not material to our consolidated financial statements.

(b) Included in Other current liabilities ($ 991 million) and Other noncurrent liabilities ($ 213 million).

(b) Included in Other current liabilities ($ 1.3 billion) and Other noncurrent liabilities ($ 663 million).

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Other (Income)/Deductions—Net

7 unchanged sentences

2,546 585 987

Royalty-related income ( 1,058 ) ( 845 ) ( 857 )

Net (gains)/losses recognized during the period on equity securities (c)

( 1,008 ) ( 1,590 ) 1,273

Income from collaborations, out-licensing arrangements and sales of compound/product rights (d)

Income from collaborations, out-licensing arrangements and sales of compound/product rights

( 42 ) ( 154 ) ( 188 )

Net periodic benefit costs/(credits) other than service costs 154 ( 610 ) ( 849 )

Certain legal matters, net (e)

Certain asset impairments (f)

Haleon/Consumer Healthcare JV equity method (income)/loss (g)

Certain legal matters, net (d)

Certain asset impairments (e)

3,295 3,024 421

Other, net (h)

Haleon equity method (income)/loss (f)

( 102 ) ( 505 ) ( 436 )

Other, net (g)

( 1,022 ) ( 1,002 ) ( 378 )

Other (income)/deductions––net

1 unchanged sentence

(a) Capitalized interest totaled $ 182 million in 2024, $ 160 million in 2023 and $ 124 million in 2022.

(b) The decrease in net interest expense in 2023 reflects higher interest expense driven by our $ 31 billion aggregate principal amount of senior unsecured notes issued in May 2023 as part of the financing for our acquisition of Seagen, which was more than offset by higher interest income on the investment of the net proceeds from the debt issuance.

and unrealized gains of $ 297 million related to our investment in Cerevel Therapeutics Holdings, Inc (Cerevel), partially offset by unrealized losses of $ 292 million related to our investment in BioNTech.

(b) The increase in net interest expense in 2024 reflects (i) a decrease in interest income due to lower investment balances after completion of our $ 43.4 billion Seagen acquisition in December 2023 and (ii) higher interest expense driven by our $ 31 billion aggregate principal amount of senior unsecured notes issued in May 2023, as well as the remaining balance of the $ 8 billion of commercial paper issued in the fourth quarter of 2023, both part of the financing for our acquisition of Seagen.

2023 net gains primarily included, among other things, a realized gain of $ 1.7 billion related to our investment in Telavant Holdings, Inc.

and unrealized gains of $ 297 million related to our investment in Cerevel Therapeutics Holdings, Inc., partially offset by unrealized losses of $ 292 million related to our investment in BioNTech.

2022 net losses included, among other things, unrealized losses of $ 986 million related to investments in BioNTech, Allogene Therapeutics, Inc.

2021 net gains included, among other things, unrealized gains of $ 1.6 billion related to investments in BioNTech and Cerevel.

(d) 2021 included, among other things, $ 188 million of net collaboration income from BioNTech related to Comirnaty.

(e) 2023 primarily includes certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer and legal obligations related to pre-acquisition matters.

(d) 2024 primarily includes certain product liability expenses related to products discontinued and/or divested by Pfizer.

2023 primarily included certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer and legal obligations related to pre-acquisition matters.

2022 primarily included certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer.

2021 primarily included certain product liability expenses related to products discontinued and/or divested by Pfizer, and to a lesser extent, legal obligations related to pre-acquisition matters.

(f) 2023 primarily represents intangible asset impairment charges of $ 3.0 billion, of which $ 2.9 billion is associated with our Biopharma segment ($ 2.8 billion recorded in the fourth quarter), including:

$ 1.4 billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, $ 964 million for Prevnar 13 developed technology rights ($ 834 million for pediatric and $ 130 million for adult), due to updated commercial forecasts mainly reflecting a transition to higher serotype coverage, and $ 486 million for various other IPR&D assets and developed technology rights, due to updated commercial forecasts mainly reflecting competitive pressures and/or prioritization decisions.

2023 also includes $ 128 million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflects unfavorable pivotal trial results and updated commercial forecasts.

2022 represented intangible asset impairment charges associated with our Biopharma segment of:

$ 200 million for an IPR&D asset for the unapproved indication of symptomatic dilated cardiomyopathy due to a mutation of the gene encoding the lamin A/C protein that resulted from the Phase 3 trial reaching futility at a pre-planned interim analysis and $ 171 million for developed technology rights due to updated commercial forecasts mainly reflecting competitive pressures.

2022 also included intangible asset impairment charges of $ 50 million associated with PC1, related to finite-lived licensing agreements and reflected updated contract manufacturing forecasts reflecting changes to market dynamics.

(g) See Note 2C .

(h) 2023 includes, among other things, (i) dividend income of $ 265 million from our investment in ViiV and $ 211 million from our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary and (ii) a $ 222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion.

(e) The amount for 2024 represents intangible asset impairment charges, and includes $ 2.9 billion recorded in the fourth quarter associated with our Biopharma segment, due to changes in development plans and updated long-range commercial forecasts, composed of:

(i) $ 1.0 billion for B7H4V (felmetatug vedotin), a Phase 1 IPR&D asset, (ii) $ 475 million for Medrol, a finite-lived brand, (iii) $ 435 million for Zavzpret nasal spray developed technology rights, (iv) $ 400 million and $ 200 million for Tukysa and disitamab vedotin, respectively, IPR&D assets reflecting emerging competition, as well as (v) other developed technology rights, IPR&D impairments and a finite-lived licensing agreement totaling $ 436 million which also includes de-prioritization of certain assets.

2024 also includes a $ 240 million intangible asset impairment charge, associated with our Biopharma segment that represents IPR&D related to a Phase 3 study for the treatment of DMD, which reflects unfavorable clinical trial results.

The amount for 2023 primarily represented intangible asset impairment charges of $ 3.0 billion, of which $ 2.9 billion was associated with our Biopharma segment ($ 2.8 billion recorded in the fourth quarter), including:

(i) $ 1.4 billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, (ii) $ 964 million for Prevnar 13 developed technology rights due to updated commercial forecasts mainly reflecting a transition to vaccines with higher serotype coverage, as well as (iii) $ 486 million for various other IPR&D assets and developed technology rights, due to updated commercial forecasts mainly reflecting competitive pressures and/or prioritization decisions.

2023 also included $ 128 million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflected unfavorable pivotal trial results and updated commercial forecasts.

2022 represented intangible asset impairment charges associated with our Biopharma segment of $ 200 million for an IPR&D asset for the unapproved indication of symptomatic dilated cardiomyopathy due to a mutation of the gene encoding the lamin A/C protein that resulted from the Phase 3 trial reaching futility at a pre-planned interim analysis and $ 171 million for developed technology rights due to updated commercial forecasts mainly reflecting competitive pressures.

2022 also included intangible asset impairment charges of $ 50 million

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

associated with PC1, related to finite-lived licensing agreements, and reflected updated contract manufacturing forecasts reflecting changes to market dynamics.

(f) See Note 2C .

(g) The amount for 2024 primarily includes, among other things, (i) gains of $ 945 million on the partial sales of our investment in Haleon in March and October 2024, (ii) dividend income of $ 272 million from our investment in ViiV and (iii) a charge of $ 420 million recorded in the third quarter related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program .

2023 included, among other things, (i) dividend income of $ 265 million from our investment in ViiV and $ 211 million from our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary and (ii) a $ 222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion.

2022 included, among other things, (i) dividend income of $ 314 million from our investment in ViiV, (ii) income net of costs associated with TSAs of $ 142 million and (iii) charges of $ 77 million, reflecting the change in the fair value of contingent consideration.

2021 included, among other things, (i) income net of costs associated with TSAs of $ 288 million, (ii) dividend income of $ 166 million from our investment in ViiV and (iii) charges of $ 142 million, reflecting the change in the fair value of contingent consideration.

Additional information about the intangible assets that were impaired during 2024 follows:

2 unchanged sentences

(MILLIONS) Amount Level 1 Level 2 Level 3 Impairment

Intangible assets––IPR&D (b)

$ 4,900 $ — $ — $ 4,900 $ 1,873

Intangible assets––Developed technology rights (b)

Developed technology rights (b)

524 — — 524 943

Intangible assets––Licensing agreements and other (b)

Finite-lived brand (b)

270 — — 270 475

Finite-lived licensing agreement (b)

Total $ 5,694 $ — $ — $ 5,694 $ 3,295

6 unchanged sentences

the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the product;

the discount rate, which seeks to reflect the various risks inherent in the projected cash flows;

and assumptions about the probability of technical and regulatory success (PTRS) of ongoing clinical trials, the discount rate, which seeks to reflect the various risks inherent in the projected cash flows;

and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Taxes on Income from Continuing Operations

6 unchanged sentences

$ 8,023 $ 1,058 $ 34,729

2023 –– The reduction in the domestic loss in 2024 versus the domestic loss in 2023 is primarily attributable to increased revenues offset by higher restructuring charges and asset impairment charges.

The increase in the international income is primarily attributable to lower:

Cost of Sales , Restructuring charges and certain acquisition-related costs and asset impairment charges.

2022 –– The domestic loss in 2023 versus domestic income in 2022 and the decrease in international income in 2023 was primarily attributable to lower revenues, higher intangible asset impairment charges, and increases in Restructuring charges and certain acquisition-related costs , Amortization of intangible assets , and Selling, informational and administrative expenses , partially offset by a decrease in Cost of sales and net gains on equity securities in 2023 versus net losses on equity securities in 2022 .

2021 –– The decrease in domestic income is primarily related to net losses on equity securities in 2022 versus net gains on equity securities in 2021, lower net periodic benefit credits and higher restructuring charges and certain acquisition-related costs, partially offset by Paxlovid income and lower acquired IPR&D expenses.

The increase in international income is primarily related to Paxlovid and Comirnaty income partially offset by lower net periodic benefit credits.

Components of Provision/(benefit) for taxes on income based on the location of the taxing authorities include:

19 unchanged sentences

$ ( 28 ) $ ( 1,115 ) $ 3,328

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The changes in Provision/(benefit) for taxes on income impacting the effective tax rate year-over-year are summarized below:

The tax benefit of $ 28 million for 2024 compared to the tax benefit of $ 1.1 billion for 2023 was primarily a result of changes in the jurisdictional mix of earnings partially offset by a tax benefit related to the Transition Tax liability under the TCJA.

The tax benefit of $ 1.1 billion for 2023 compared to the tax provision of $ 3.3 billion for 2022 was primarily a result of changes in the jurisdictional mix of earnings and the resolution of uncertain tax positions in various markets.

4 unchanged sentences

IRS audits covering five tax years.

The higher effective tax rate in 2022 was mainly the result of:

• the non-recurrence of certain initiatives executed in 2021 associated with our investment in the Consumer Healthcare JV with GSK based on estimates and assumptions that we believe to be reasonable,

partially offset by:

• tax benefits in 2022 related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years that included the closing of U.S.

IRS audits covering five tax years.

In all years, federal, state and international net tax liabilities assumed or established as part of a business acquisition are not included in Provision/(benefit) for taxes on income (see Note 2A ).

We elected, with the filing of our 2018 U.S.

Federal Consolidated Income Tax Return, to pay our initial estimated $ 15 billion repatriation tax liability on accumulated post-1986 foreign earnings over eight years through 2026.

The fifth annual installment of this liability was paid by its April 18, 2023 due date.

The sixth annual installment is due April 15, 2024 and is reported in current Income taxes payable as of December 31, 2023.

Federal Consolidated Income Tax Return, to pay our initial estimated $ 15 billion repatriation tax liability on accumulated post-1986 foreign earnings (Transition Tax liability) over eight years through 2026.

The sixth annual installment was paid by its April 15, 2024 due date.

The seventh annual installment is due April 15, 2025 and is reported in current Income taxes payable as of December 31, 2024.

The remaining liability is reported in noncurrent Other taxes payable.

Our obligations may vary as a result of changes in our uncertain tax positions and/or availability of attributes such as foreign tax and other credit carryforwards.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Our obligations may vary due to the availability of attributes such as foreign tax and other credit carryforwards or carrybacks.

Cash paid for income taxes, net of refunds, consisted of:

Year Ended December 31,

(MILLIONS) 2024 2023 2022

United States $ 2,593 $ 1,923 $ 3,867

International 1,012 1,224 4,000

Total $ 3,605 $ 3,147 $ 7,867

Tax Rate Reconciliation

2 unchanged sentences

Year Ended December 31,

2024 2023 ^

statutory income tax rate 21.0 % 21.0 % 21.0 %

2 unchanged sentences

( 7.9 ) ( 21.1 ) ( 5.0 )

Transition Tax liability (c)

Tax settlements and resolution of certain tax positions (c)

6 unchanged sentences

( 1.7 ) ( 7.3 ) ( 0.5 )

Certain Consumer Healthcare JV initiatives (c)

R&D tax credit ( 1.8 ) ( 15.8 ) ( 0.6 )

18 unchanged sentences

(b) In all years, the reduction in our effective tax rate is a result of the jurisdictional location of earnings and is largely due to lower tax rates in certain jurisdictions, as well as manufacturing and other incentives for our subsidiaries in Singapore and, to a lesser extent, in Puerto Rico.

We benefit from Puerto Rican tax incentives pursuant to a grant that expires during 2053.

We have Puerto Rican tax incentives pursuant to a grant that expires during 2053.

Under such grant, we are partially exempt from income, property and municipal taxes.

In Singapore, we benefit from incentive tax rates effective through 2048 on income from manufacturing and other operations.

In Singapore, we have incentive tax rates effective through 2048 on income from manufacturing and other operations.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

4 unchanged sentences

(g) All other, net is primarily due to routine business operations.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Deferred Taxes

Components of our deferred tax assets and liabilities, shown before jurisdictional netting, follow:

2023 Deferred Tax* 2022 Deferred Tax*

2024 Deferred Tax^

2023 Deferred Tax^

(MILLIONS) Assets (Liabilities) Assets (Liabilities)

2 unchanged sentences

Accrued/deferred royalties 1,306 — 1,655 —

Deferred revenues (b)

Inventories (c)

Deferred revenues

Inventories (b)

992 ( 702 ) 1,210 ( 1,060 )

Intangible assets (d)

Intangible assets (c)

1,435 ( 9,066 ) 1,526 ( 11,605 )

Property, plant and equipment 265 ( 1,751 ) 168 ( 2,039 )

Employee benefits (e)

Employee benefits (d)

1,002 ( 274 ) 1,085 ( 287 )

1 unchanged sentence

Legal and product liability reserves 378 — 430 —

Research and development (f)

Research and development (e)

7,635 — 6,275 —

Net operating loss/tax credit carryforwards (g), (h)

Net operating loss/tax credit carryforwards (f)

2,028 — 2,708 —

1 unchanged sentence

State and local tax adjustments 161 — 119 —

Investments (i)

73 ( 248 ) 133 ( 395 )

3 unchanged sentences

Total deferred taxes $ 17,474 $ ( 13,023 ) $ 17,299 $ ( 16,172 )

Net deferred tax asset/(liability) (j), (k)

Net deferred tax asset/(liability) (g), (h)

$ 4,451 $ 1,128

1 unchanged sentence

See Note 1Q .

(a) The increase in net deferred tax assets in 2023 is primarily related to temporary differences associated with the timing of cash tax payments made and accruals recorded in the ordinary course of business.

(b) The increase in deferred tax assets in 2023 is primarily related to temporary differences associated with the non-cash revenue reversal for Paxlovid recorded in the fourth quarter of 2023.

See Note 17C .

(c) The decrease in net deferred tax assets in 2023 is primarily due to the acquisition of inventories related to Seagen, partially offset by the temporary differences associated with the non-cash charges for inventory write-offs for Paxlovid and Comirnaty.

(d) The increase in net deferred tax liabilities in 2023 is primarily due to the acquisition of intangible assets related to Seagen, partially offset by the amortization of intangible assets and certain impairment charges.

(e) The decrease in net deferred tax assets in 2023 is primarily due to changes in pension and postretirement benefit obligations, as well as the performance of plan assets reported in the period.

See Note 11 .

(f) The increase in deferred tax assets in 2023 is primarily related to the acquisition of capitalized R&D costs related to Seagen and the TCJA requirement to capitalize R&D costs for tax years beginning after December 31, 2021.

(g) The increase in deferred tax assets in 2023 is primarily due to the acquisition of net operating loss carryforwards and credit carryforwards related to Seagen.

(a) The increase in net deferred tax assets in 2024 is primarily related to temporary differences associated with the timing of accruals recorded in the ordinary course of business.

(b) The increase in net deferred tax assets in 2024 is primarily due to measurement period adjustments of inventories related to Seagen.

See Note 2A .

(h) The amounts in 2023 and 2022 are reduced for unrecognized tax benefits of $ 1.3 billion and $ 1.2 billion, respectively, where we have net operating loss carryforwards, similar tax losses, and/or tax credit carryforwards that are available, under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position.

(i) The increase in net deferred tax liabilities in 2023 is primarily due to the impact of foreign currency translation adjustments related to our equity-method investment in Haleon/the Consumer Healthcare JV.

See Note 2C .

(j) In 2023, Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.8 billion), and Noncurrent deferred tax liabilities ($ 0.6 billion).

In 2022, Noncurrent deferred tax assets and other noncurrent tax assets ($ 4.8 billion), and Noncurrent deferred tax liabilities ($ 1.0 billion).

(k) Excludes indefinite- and definite-lived deferred tax assets for certain non-U.S.

(c) The decrease in net deferred tax liabilities in 2024 is primarily due to amortization of intangible assets and certain impairment charges, as well as the measurement period adjustments of intangible assets related to Seagen.

(d) The decrease in net deferred tax assets in 2024 is primarily due to changes in pension and postretirement benefit obligations, as well as the performance of plan assets reported in the period.

See Note 11 .

(e) The increase in deferred tax assets in 2024 is primarily related to the TCJA requirement to capitalize R&D costs for tax years beginning after December 31, 2021.

(f) The amounts in 2024 and 2023 are reduced for unrecognized tax benefits of $ 575 million and $ 1.3 billion, respectively, where we have net operating loss carryforwards, similar tax losses, and/or tax credit carryforwards that are available, under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position.

(g) In 2024, Noncurrent deferred tax assets and other noncurrent tax assets ($ 6.6 billion), and Noncurrent deferred tax liabilities ($ 2.1 billion).

In 2023, Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.8 billion), and Noncurrent deferred tax liabilities ($ 640 million).

(h) Excludes indefinite- and definite-lived deferred tax assets for certain non-U.S.

tax losses and interest carryforwards and U.S.

state general business credits, totaling $ 11.1 billion, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized.

state general business credits, totaling $ 11.3 billion and $ 11.1 billion for 2024 and 2023 respectively, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized.

We have carryforwards, primarily related to net operating and capital losses, general business credits, foreign tax credits and charitable contributions, which are available to reduce future U.S.

15 unchanged sentences

As of December 31, 2024, we had $ 2.0 billion and as of December 31, 2023, we had $ 3.1 billion in net unrecognized tax benefits, excluding associated interest.

• Tax assets for uncertain tax positions primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction.

• Tax assets for uncertain tax positions represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction.

These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process.

The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction.

As of December 31, 2023, we had $ 1.7 billion in assets associated with uncertain tax positions.

These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.6 billion) and Other taxes payable ($ 45 million).

As of December 31, 2022, we had $ 1.5 billion in assets associated with uncertain tax positions.

These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.5 billion) and Other taxes payable ($ 45 million).

• Substantially all of these unrecognized tax benefits, if recognized, would impact our effective income tax rate.

In 2024, tax assets for uncertain tax positions also include the expected filing of an amended income tax return relating to the Transition Tax liability under the TCJA.

As of December 31, 2024, we had $ 2.5 billion in assets associated with uncertain tax positions mainly included in Noncurrent deferred tax assets and other noncurrent tax assets .

As of December 31, 2023, we had $ 1.7 billion in assets associated with uncertain tax positions mainly included in Noncurrent deferred tax assets and other noncurrent tax assets .

• The majority of these unrecognized tax benefits, if recognized, would impact our effective income tax rate.

The reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows:

2 unchanged sentences

8 ( 46 ) ( 52 )

Increases based on tax positions taken during a prior period (a)

Increases based on tax positions taken during a prior period (a), (b)

( 934 ) ( 158 ) ( 67 )

Decreases based on tax positions taken during a prior period (a), (b)

Decreases based on tax positions taken during a prior period (a), (c)

599 310 1,339

Decreases based on settlements for a prior period (b), (c)

Decreases based on settlements for a prior period (c), (d)

Increases based on tax positions taken during the current period (a)

1 unchanged sentence

Impact of foreign exchange 52 ( 44 ) 90

Other, net (a), (d)

Balance, ending (e)

Other, net (a), (e)

Balance, ending (f)

$ ( 4,530 ) $ ( 4,802 ) $ ( 4,494 )

(a) Primarily included in Provision/(benefit) for taxes on income.

(b) Primarily related to effectively settling certain issues with the U.S.

(b) In 2024, the amount includes a gross unrecognized tax benefit associated with the expected filing of an amended income tax return related to the Transition Tax liability under the TCJA.

and foreign tax authorities.

See Not e 5A .

(d) Primarily related to decreases as a result of a lapse of applicable statutes of limitations.

(e) In 2023, included in Income taxes payable ($ 94 million), Other current assets ($ 1 million), Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.3 billion), Noncurrent deferred tax liabilities ($ 4 million) and Other taxes payable ($ 3.4 billion).

(d) Primarily related to cash payments and reductions of tax attributes.

(e) Primarily related to decreases as a result of a lapse of applicable statutes of limitations.

(f) In 2024, included in Income taxes payable ($ 103 million), Other current assets ($ 0.4 million), Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.5 billion), Noncurrent deferred tax liabilities ($ 3 million) and Other taxes payable ($ 2.9 billion).

In 2023, included in Income taxes payable ($ 94 million), Other current assets ($ 1 million), Noncurrent deferred tax assets and other noncurrent tax assets ($ 1.3 billion), Noncurrent deferred tax liabilities ($ 4 million) and Other taxes payable ($ 3.4 billion).

1 unchanged sentence

In 2024, we recorded a net increase in interest of $ 91 million.

In 2022, we recorded a net decrease in interest of $ 17 million.

In 2023, we recorded a net increase in interest of $ 64 million.

In 2022, we recorded a net decrease in interest of $ 17 million.

Gross accrued interest totaled $ 636 million as of December 31, 2024 (reflecting a decrease of $ 56 million as a result of cash payments) and gross accrued interest totaled $ 605 million as of December 31, 2023 (reflecting a decrease of $ 11 million as a result of cash payments).

4 unchanged sentences

is one of our major tax jurisdictions, and we are regularly audited by the IRS.

With respect to Pfizer, tax years 2016-2018 are under audit.

During the third quarter of 2024, we effectively settled the audit of Pfizer’s federal income tax returns for years 2016-2018.

Tax years 2019-2024 are open but not under audit.

16 unchanged sentences

Reclassification adjustments for (gains)/losses included in net income ( 29 ) ( 93 ) ( 270 )

18 ( 87 ) 114

Unrealized holding gains/(losses) on available-for-sale securities, net ( 19 ) ( 15 ) ( 164 )

29 unchanged sentences

(a) Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests.

(b) Foreign currency translation adjustments include net losses in 2023, 2022 and 2021 related to the impact of our net investment hedging program and our equity-method investment in Haleon/the Consumer Healthcare JV (see Note 2C ).

(b) Foreign currency translation adjustments include net gains/(losses) related to the impact of our net investment hedging program and gains/(losses) related to our investment in Haleon (see Note 2C ).

2024 Form 10-K

8 unchanged sentences

Short-term investments

Equity securities with readily determinable fair values:

Money market funds $ 5,124 $ — $ 5,124 $ 1,588 $ — $ 1,588

Equity securities with readily determinable fair value (a)

$ 7,848 $ 6,456 $ 1,392 $ 5,124 $ — $ 5,124

Available-for-sale debt securities:

11 unchanged sentences

Long-term investments

Equity securities with readily determinable fair values (a)

Equity securities with readily determinable fair values (b)

1,246 1,246 — 2,779 2,772 7

10 unchanged sentences

Total derivative assets 460 — 460 402 — 402

Insurance contracts (b)

Insurance contracts (c)

875 — 875 790 — 790

13 unchanged sentences

Total liabilities $ 1,366 $ — $ 1,366 $ 1,420 $ — $ 1,420

(a) Long-term equity securities of $ 130 million as of December 31, 2023 and $ 143 million as of December 31, 2022 were held in restricted trusts for U.S.

(a) Includes money market funds.

As of December 31, 2024, short-term equity securities include our investment in Haleon of $ 6.5 billion.

See Note 2C .

(b) Long-term equity securities of $ 133 million as of December 31, 2024 and $ 130 million as of December 31, 2023 were held in restricted trusts for U.S.

non-qualified employee benefit plans.

(b) Includes life insurance policies held in restricted trusts for U.S.

non-qualified employee benefit plans.

26 unchanged sentences

$ 2,010 $ 3,731

Equity-method investments 11,637 11,033

Equity-method investments (a)

Total long-term investments and equity-method investments $ 2,228 $ 15,368

$ 15,368 $ 15,069

Held-to-maturity cash equivalents $ 184 $ 207

(a) Represent money market funds primarily invested in U.S.

(a) As of December 31, 2024, our investment in Haleon is reported in Short-term investments and as of December 31, 2023 was reported in Equity-method investments .

See Note 2C .

Short term equity securities as of December 31, 2024 include and as of December 31, 2023 represent money market funds primarily invested in U.S.

Treasury and government debt.

40 unchanged sentences

Commercial paper, principal amount (a)

$ 2,453 $ 7,965

Current portion of long-term debt, principal amount 3,750 2,250

6 unchanged sentences

(a) Issued in the fourth quarter of 2023 as part of the financing for our acquisition of Seagen (see Note 2A ).

The weighted-average effective interest rate on commercial paper outstanding was approximately 5.37 % as of December 31, 2023.

The weighted-average effective interest rate on commercial paper outstanding was approximately 4.94 % as of December 31, 2024 and 5.37 % as of December 31, 2023.

(b) Primarily includes cash collateral.

1 unchanged sentence

As of December 31, 2024, we had access to a total of $ 15 billion in committed U.S.

revolving credit facilities, consisting of an $ 8 billion facility maturing in October 2024 and a $ 7 billion facility maturing in October 2028, which may be used for general corporate purposes including to support our global commercial paper borrowings.

revolving credit facilities, consisting of an $ 8 billion facility maturing in October 2025 (subsequently terminated by Pfizer in February 2025), and a $ 7 billion facility maturing in October 2029, which may be used for general corporate purposes including to support our global commercial paper borrowings.

In addition to the U.S.

2 unchanged sentences

Long-Term Debt

The following outlines our senior unsecured long-term debt* and the weighted-average stated interest rate by maturity:

The following outlines our senior unsecured long-term debt (a) and the weighted-average stated interest rate by maturity:

As of December 31,

(MILLIONS) 2024 2023

Notes due 2024 ( 3.9 % for 2022) (a)

Notes due 2025 ( 3.9 % for 2023 and 0.8 % for 2022)

Notes due 2026 ( 3.7 % for 2023 and 2.9 % for 2022)

Notes due 2025 ( 3.9 % for 2023) (b)

Notes due 2026 ( 3.7 % for 2024 and 2023)

1 unchanged sentence

Notes due 2028 ( 4.6 % for 2024 and 2023)

Notes due 2030-2034 ( 4.1 % for 2023 and 2.9 % for 2022)

Notes due 2029 ( 3.5 % for 2024 and 2023)

Notes due 2040-2044 ( 4.1 % for 2023 and 3.6 % for 2022)

Notes due 2030 ( 3.6 % for 2024 and 2023)

Notes due 2050-2063 ( 5.0 % for 2023 and 2.7 % for 2022)

Notes due 2031-2035 ( 4.5 % for 2024 and 2023)

Notes due 2036-2040 ( 5.4 % for 2024 and 2023)

Notes due 2041-2045 ( 4.3 % for 2024 and 2023)

Notes due 2046-2050 ( 3.7 % for 2024 and 2023)

Notes due 2051-2063 ( 5.3 % for 2024 and 2023)

10,000 10,000

Total long-term debt, principal amount 57,147 60,982

1 unchanged sentence

Net unamortized discounts, premiums and debt issuance costs ( 444 ) ( 483 )

Other long-term debt — 20

Total long-term debt, carried at historical proceeds, as adjusted $ 57,405 $ 61,538

Current portion of long-term debt, carried at historical proceeds, as adjusted (not included above ( 3.9 % for 2023 and 3.7 % for 2022))

Current portion of long-term debt, carried at historical proceeds, as adjusted (not included above ( 3.9 % for 2024 and 2023))

$ 3,747 $ 2,254

* Our long-term debt is generally redeemable by us at any time at varying redemption prices plus accrued and unpaid interest.

(a) Reclassified to the current portion of long-term debt.

In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, the following senior unsecured notes as part of the financing for our acquisition of Seagen (a), (b) :

(MILLIONS) Principal

Interest Rate Maturity Date December 31, 2023

May 19, 2025 $ 3,000

May 19, 2026 3,000

May 19, 2028 4,000

May 19, 2030 3,000

May 19, 2033 5,000

May 19, 2043 3,000

May 19, 2053 6,000

May 19, 2063 4,000

Total long-term debt issued in 2023 (c)

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

(a) The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc.

(a) Our long-term debt is generally redeemable by us at any time at varying redemption prices plus accrued and unpaid interest.

(b) Reclassified to the current portion of long-term debt.

Issuance— In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, $ 31 billion principal amount of senior unsecured notes at an effective interest rate of 4.93 % as part of the financing for our acquisition of Seagen.

The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc.

PIE was formed to finance a portion of the consideration for the acquisition of Seagen and has no assets or operations, and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future.

(b) The notes may be redeemed by us at any time, in whole, or in part, at a make-whole redemption price plus accrued and unpaid interest.

In August 2021, we completed a public offering of $ 1.0 billion principal amount of senior unsecured notes due 2031 at an effective interest rate of 1.79 %.

Derivative Financial Instruments and Hedging Activities

4 unchanged sentences

The derivative financial instruments primarily hedge or offset exposures in the euro, U.K.

pound, Japanese yen, Canadian dollar, and Chinese renminbi, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years .

pound, Chinese renminbi, Japanese yen, Canadian dollar and Swedish krona, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years .

We may seek to protect against possible declines in the reported net investments of our foreign business entities.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Changes in fair value are reported in earnings or in Other comprehensive income/(loss) , depending on the nature and purpose of the financial instrument (hedge or offset relationship).

43 unchanged sentences

Interest rate contracts $ — $ — $ — $ 68 $ — $ 1

$ — $ — $ 68 $ — $ 1 $ —

Foreign exchange contracts (b)

4 unchanged sentences

Interest rate contracts ( 253 ) 196 — — — —

196 ( 337 ) — — — —

( 196 ) 337 — — — —

Hedged item 253 ( 196 ) — — — —

Derivative Financial Instruments in Net Investment Hedge Relationships:

8 unchanged sentences

$ 50 $ 164 $ 1,166 $ 341 $ 313 $ 549

(a) OID = Other (income)/deductions—net, included in Other (income)/deductions—net in the consolidated statements of income .

COS = Cost of Sales, included in Cost of sales in the consolidated statements of income.

OCI = Other comprehensive income/(loss), included in the consolidated statements of comprehensive income .

(a) OID = Other (income)/deductions—net, included in Other (income)/deductions—net in the consolidated statements of operations .

COS = Cost of Sales, included in Cost of sales in the consolidated statements of operations.

OCI = Other comprehensive income/(loss), included in the consolidated statements of comprehensive income/(loss) .

(b) The amounts reclassified from OCI into COS were a net gain of $ 119 million in 2024 and a net gain of $ 253 million in 2023.

3 unchanged sentences

(d) Long-term debt includes foreign currency borrowings which are used as net investment hedges;

(d) Long-term debt includes foreign currency borrowings which are used in net investment hedges;

the related carrying values as of December 31, 2024 and December 31, 2023 were $ 777 million and $ 824 million, respectively.

11 unchanged sentences

Active Hedging Relationships Discontinued Hedging Relationships

Short-term borrowings, including current portion of long-term debt $ — $ — $ 4 $ — $ — $ 10

Long-term debt $ 7,154 $ ( 384 ) $ 891 $ 7,196 $ ( 131 ) $ 957

13 unchanged sentences

As of December 31, 2024, the largest investment exposures in our portfolio consisted primarily of U.S.

government money market funds, as well as sovereign debt instruments issued by the U.S.

government money market funds, as well as sovereign debt instruments issued by the U.S., Canada, and the U.K.

With respect to our derivative financial instrument agreements with financial institutions, we do not expect to incur a significant loss from failure of any counterparty.

14 unchanged sentences

$ 2,663 $ 4,568

(a) The increase from December 31, 2022 of $ 1.2 billion reflects an increase of approximately $ 1.0 billion representing acquired Seagen inventory, inclusive of the fair value step-up (see Note 2A ), and increases for certain products due to new product launches, supply recovery and changes in net market demand.

These increases were offset to a large extent by $ 1.0 billion in inventory write-offs for Paxlovid and Comirnaty.

(a) The increase from December 31, 2023 reflects higher inventory levels for certain products mainly due to changes in net market demand, network strategy and new product launches.

(b) Included in Other noncurrent assets .

The decrease from December 31, 2022 of $ 1.3 billion is primarily driven by inventory write-offs for Paxlovid of $ 4.2 billion and, to a lesser extent, inventory write-offs for Comirnaty of $ 0.7 billion, offset to a large extent by an increase of approximately $ 3.1 billion representing acquired Seagen inventory, inclusive of the fair value step-up (see Note 2A ).

The charges and corresponding inventory write-offs were based on our analysis of Paxlovid and Comirnaty inventory levels as of December 31, 2023 in relation to our commercial outlook for both products.

Based on current estimates and assumptions, there are no recoverability issues for these amounts.

The decrease from December 31, 2023 is primarily driven by a reduction in acquired Seagen inventory, inclusive of the acquisition accounting fair value step up.

See Note 2A .

Based on our current estimates and assumptions, there are no recoverability issues for these amounts.

Other Current Liabilities

Other current liabilities includes, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $ 2.0 billion as of December 31, 2023 and $ 5.2 billion as of December 31, 2022.

Other current liabilities include, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $ 1.3 billion as of December 31, 2024 and $ 2.0 billion as of December 31, 2023.

Supplier Finance Program Obligation

5 unchanged sentences

All outstanding amounts related to suppliers participating in such financing arrangements are recorded within trade payables in our consolidated balance sheet.

As of December 31, 2023 and December 31, 2022, respectively, $ 791 million and $ 849 million of our trade payables to suppliers who participate in these financing arrangements were outstanding.

Property, Plant and Equipment

The following summarizes the components of Property, plant and equipment :

The following summarizes the changes in outstanding trade payables to suppliers who participate in these financing arrangements for the year ended December 31, 2024

(MILLIONS) Total

Confirmed obligations outstanding, December 31, 2023

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding, December 31, 2024

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Property, Plant and Equipment, Net

The following summarizes the components of Property, plant and equipment, net :

Useful Lives As of December 31,

8 unchanged sentences

Accumulated depreciation 16,483 16,045

Property, plant and equipment $ 18,940 $ 16,274

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following provides long-lived assets by geographic area:

Property, plant and equipment, net

$ 18,393 $ 18,940

The following provides Property, plant and equipment, net by geographic area:

As of December 31,

1 unchanged sentence

United States $ 9,748 $ 10,674

Developed Europe 6,221 5,389

Developed Rest of World 290 293

International:

Developed Markets 7,187 6,713

Emerging Markets 1,458 1,554

Property, plant and equipment $ 18,940 $ 16,274

Identifiable Intangible Assets and Goodwill

Property, plant and equipment, net

$ 18,393 $ 18,940

Identifiable Intangible Assets, Net and Goodwill

Identifiable Intangible Assets

4 unchanged sentences

Amortization Identifiable

Amortization Gross

Assets, Net Gross

Amount Accumulated

3 unchanged sentences

$ 99,397 $ ( 65,044 ) $ 34,353 $ 99,267 $ ( 60,493 ) $ 38,773

Brands 922 ( 877 ) 45 922 ( 844 ) 78

Licensing agreements and other (b)

1,277 ( 992 ) 285 922 ( 877 ) 45

Licensing agreements and other

2,724 ( 1,513 ) 1,210 2,756 ( 1,458 ) 1,297

103,397 ( 67,549 ) 35,848 102,944 ( 62,828 ) 40,116

Indefinite-lived intangible assets

Brands 827 827 827 827

18,893 18,893 23,193 23,193

4 unchanged sentences

$ 122,961 $ ( 67,549 ) $ 55,411 $ 127,728 $ ( 62,828 ) $ 64,900

(a) The increase in the gross carrying amount primarily includes, among other things:

(i) $ 7.5 billion for the acquisition of Seagen (see Note 2A );

(ii) the transfer of IPR&D to developed technology rights of $ 3.6 billion for etrasimod (Velsipity), $ 2.1 billion for Padcev, $ 1.1 billion for Braftovi/Mektovi, and $ 450 million as a result of the approval in the U.S.

for Zavzpret nasal spray;

and (iii) $ 495 million of capitalized milestones as a result of the approval in the U.S.

for Zavzpret nasal spray, partially offset by (iv) impairments of $ 964 million for Prevnar 13 (see Note 4 ).

(b) The increase in the gross carrying amount primarily reflects $ 450 million for the acquisition of Seagen (see Note 2A ).

(c) The increase in the gross carrying amount mainly reflects $ 20.8 billion for the acquisition of Seagen (see Note 2A ), partially offset by the transfer from IPR&D to developed technology rights as mentioned in note (a) above, and impairments of $ 1.4 billion for etrasimod (Velsipity).

(d) The increase is primarily due to $ 28.8 billion for the acquisition of Seagen (see Note 2A ) and the $ 495 million of capitalized milestones described in note (a) above, partially offset by amortization expense of $ 4.7 billion and impairments of $ 3.0 billion (see Note 4 ).

(a) The increase in the gross carrying amount includes $ 740 million of measurement period adjustments related to our acquisition of Seagen (see Note 2A ) and the transfer of IPR&D to developed technology rights of $ 727 million for talazoparib (Talzenna), partially offset by impairments of $ 943 million (see Note 4 ).

(b) The changes in the gross carrying amounts reflect the transfer of $ 827 million from indefinite-lived brands to finite-lived brands for Medrol, partially offset by impairments of $ 475 million in finite-lived brands (see Note 4 ).

(c) The decrease in the gross carrying amount reflects impairments of $ 1.9 billion (see Note 4 ), $ 1.7 billion of measurement period adjustments related to our acquisition of Seagen (see Note 2A ), and the transfer of IPR&D to developed technology rights of $ 727 million for talazoparib (Talzenna).

(d) The decrease is primarily due to amortization expense of $ 5.3 billion, impairments of $ 3.3 billion (see Note 4 ) and measurement period adjustments related to our acquisition of Seagen of $ 950 million (see Note 2A ).

Developed Technology Rights–– Developed technology rights represent the cost for developed technology acquired from third parties and can include the right to develop, use, market, sell and/or offer for sale the product, compounds and intellectual property that we have acquired with respect to products, compounds and/or processes that have been completed.

1 unchanged sentence

The significant components of developed technology rights are the following:

Nurtec ODT/Vydura, Adcetris, Xtandi, etrasimod (Velsipity), Padcev, Braftovi/Mektovi, Prevnar 13 family and Oxbryta.

Nurtec ODT/Vydura, Adcetris, Padcev, Xtandi, Velsipity and Braftovi/Mektovi.

Also included in this category are the post-approval milestone payments made under our alliance agreements for certain prescription pharmaceutical products.

Brands–– Brands represent the cost for tradenames and know-how, as the products themselves do not receive patent protection.

Indefinite-lived brands include Medrol and Depo-Medrol, while finite-lived brands include Zavedos and Depo-Provera.

IPR&D–– IPR&D assets represent the acquisition date fair value (less impairments) of R&D assets acquired through business combinations that have not yet received regulatory approval in a major market which could include both new investigational products and additional indications for in-line products.

The significant components of IPR&D are SGN-B6A, Disitamab vedotin, GBT601, Tukysa, Padcev and talazoparib.

The significant components of Finite-lived brands primarily include Medrol.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

indications for in-line products.

The significant components of IPR&D are SGN-B6A, disitamab vedotin, GBT601 and Tukysa.

IPR&D assets are required to be classified as indefinite-lived assets until the successful completion or the abandonment of the associated R&D effort.

5 unchanged sentences

Accordingly, IPR&D assets may become impaired and/or be written-off in the future.

Licensing Agreements–– Licensing agreements for developed technology and for technology in development primarily relate to out-licensing arrangements acquired from third parties, including the Array, Arena and Seagen acquisitions.

These assets represent the cost for the license, where we acquired the right to future royalties and/or milestones upon development or commercialization by the licensing partners.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

significant component of the licensing arrangements are for out-licensing arrangements with a number of partners.

Accordingly, during the development period after the date of acquisition, each of these assets is classified as indefinite-lived intangible assets and will not be amortized until approval is obtained in a major market.

1 unchanged sentence

If the development effort is abandoned, the related licensing asset will be written-off, and we will record an impairment charge.

Amortization–– The weighted-average life for each of our total finite-lived intangible assets is approximately 11 years, and for the largest component, developed technology rights, is approximately 11 years.

Amortization–– The weighted-average life for our total finite-lived intangible assets and for the largest component, developed technology rights, is approximately 10 years.

The following provides the expected annual amortization expense:

5 unchanged sentences

Additions (b)

Impact of foreign exchange ( 750 )

Impact of foreign exchange and other

Balance, December 31, 2023

Additions (b)

Impact of foreign exchange and other

Impact of foreign exchange

Balance, December 31, 2024

(a) Our goodwill balance continues to be assigned within the Biopharma reportable segment.

(b) Additions in 2022 relate to our acquisitions of GBT, Arena and Biohaven, and in 2023 primarily related to our acquisition of Seagen.

See Note 2A .

(a) As a result of the organizational changes to the commercial structure within the Biopharma operating segment effective in the first quarter of 2024 (see Note 17A ), our goodwill was required to be reallocated amongst impacted reporting units.

The allocation of goodwill is a complex process that requires, among other things, that we determine the fair value of each reporting unit under our old and new organizational structure and the portions being transferred.

We completed the re-allocation during the fourth quarter of 2024 and concluded that none of our goodwill was impaired.

All goodwill continues to be assigned within the Biopharma reportable segment.

(b) Additions primarily represent our acquisition of Seagen in 2023 and measurement period adjustments related to our acquisition of Seagen in 2024 (see

Pension and Postretirement Benefit Plans and Defined Contribution Plans

5 unchanged sentences

In addition, we provide medical insurance benefits to certain retirees and their eligible dependents through our postretirement plans.

Components of Net Periodic Benefit Costs and Changes in Other Comprehensive Income/(Loss)

The following summarizes the components of net periodic benefit cost/(credit) and the changes in Other comprehensive income/(loss) for our benefit plans:

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Components of Net Periodic Benefit Cost/(Credit) and Changes in Other Comprehensive Income/(Loss)

Pension Plans Postretirement Plans

18 unchanged sentences

(a) Reflects:

(i) actuarial remeasurement net gains in 2023, primarily due to favorable asset performance in the U.S.

and increases in discount rates for the international plans, partially offset by unfavorable asset performance for certain international plans, (ii) actuarial remeasurement net gains in 2022, primarily due to increases in discount rates, partially offset by unfavorable plan asset performance, and (iii) actuarial remeasurement gains in 2021, primarily due to favorable plan asset performance and increases in discount rates.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The components of net periodic benefit cost/(credit) other than the service cost component are primarily included in Other (income)/deductions––net (see Note 4 ).

(i) actuarial remeasurement net losses in 2024, primarily due to unfavorable asset performance for the U.S.

pension plans and decreases in discount rates for the international pension plans, partially offset by increases in discount rates for the U.S.

pension plans and favorable asset performance for the international pension plans and postretirement plans, (ii) actuarial remeasurement net gains in 2023, primarily due to favorable asset performance in the U.S.

and increases in discount rates for the international plans, partially offset by unfavorable asset performance for certain international plans, and (iii) actuarial remeasurement net gains in 2022, primarily due to increases in discount rates, partially offset by unfavorable asset performance.

The components of net periodic benefit cost/(credit) other than the service cost component are included in Other (income)/deductions––net (see Note 4 ).

Actuarial Assumptions

17 unchanged sentences

pension plans as these plans are frozen.

All of the assumptions are reviewed at least annually.

The assumptions are reviewed at least annually.

We revise these assumptions based on an annual evaluation of long-term trends as well as market conditions that may have an impact on the cost of providing retirement benefits.

3 unchanged sentences

These rate determinations are made consistent with local requirements.

Overall, the yield curves used to measure the benefit obligations at year-end 2023 resulted in broadly unchanged discount rates for the U.S.

pension and postretirement plans and higher discount rates for the international pension plans as compared to the prior year.

Overall, the yield curves used to measure the benefit obligations at year-end 2024 resulted in higher discount rates for the U.S.

pension plans and lower discount rates for the international pension plans as compared to the prior year.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following provides the healthcare cost trend rate assumptions for our U.S.

4 unchanged sentences

Year that the rate reaches the ultimate trend rate 2047 2047

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Obligations and Funded Status

14 unchanged sentences

Foreign exchange impact ( 1 ) — ( 106 ) 280 ( 2 ) ( 1 )

Upjohn spin-off

Acquisitions/divestitures, net — — 77 13 — —

Curtailments and special termination benefits — 6 7 — — ( 3 )

Settlements (c)

( 756 ) ( 675 ) ( 69 ) ( 56 ) — —

9 unchanged sentences

Foreign exchange impact — — ( 65 ) 214 — —

Upjohn spin-off

Acquisitions/divestitures, net — — 62 13 — —

Settlements (c)

( 756 ) ( 675 ) ( 69 ) ( 56 ) — —

9 unchanged sentences

Prior service (costs)/credits $ ( 2 ) $ ( 2 ) $ ( 61 ) $ ( 65 ) $ 365 $ 285

Information related to the funded status of pension plans with an ABO in excess of plan assets (d) :

Information related to the funded status of pension plans with an ABO in excess of plan assets (c) :

Fair value of plan assets

1 unchanged sentence

ABO 768 831 1,752 1,834

Information related to the funded status of pension plans with a PBO in excess of plan assets (d) :

Information related to the funded status of pension plans with a PBO in excess of plan assets (c) :

Fair value of plan assets $ — $ — $ 690 $ 964

5 unchanged sentences

For the postretirement plans, the benefit obligation is the ABO.

(b) For 2023, primarily includes actuarial gains resulting from increases in discount rates for the international pension plans.

For 2022, primarily includes actuarial gains resulting from increases in discount rates, offset by increases in inflation assumptions for the international plan.

(c) As a result of a group annuity contract entered into between Pfizer and a third-party insurance company in July 2022, the third party insurance company assumed future benefit obligations and responsibility for the annuity payments of certain retirees in the Pfizer Consolidated Pension Plan.

Benefit obligations of $ 586 million and plan assets of $ 588 million were associated with this contract.

In February 2024, regulatory approval was received for this contract.

(d) Our main U.S.

qualified plan, U.S.

postretirement plan and many of our larger funded international plans were overfunded as of December 31, 2023.

2024 Form 10-K

1 unchanged sentence

and Subsidiary Companies

(b) For 2024, primarily includes actuarial losses resulting from decreases in discount rates for the international pension plans, and other assumption changes for the postretirement plans, largely offset by actuarial gains resulting from increases in discount rates for the U.S.

pension plans.

For 2023, primarily included actuarial gains resulting from increases in discount rates for the international pension plans.

qualified plan, U.S.

postretirement plan and many of our larger funded international plans were overfunded as of December 31, 2024.

The following provides the components of plan assets:

48 unchanged sentences

retiree medical plans.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following provides an analysis of the changes in our more significant investments valued using significant unobservable inputs:

11 unchanged sentences

Fair value, ending $ 1,433 $ 1,340

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following methods and assumptions were used to estimate the fair value of our pension and postretirement plans’ assets:

25 unchanged sentences

It is our practice to fund amounts for our qualified pension plans that are at least sufficient to meet the minimum requirements set forth in applicable employee benefit laws and local tax laws.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following provides the expected future cash flow information related to our benefit plans:

9 unchanged sentences

3,760 2,067 245

4,004 2,073 218

The above table reflects the total U.S.

9 unchanged sentences

Common Stock Purchases

We purchase our common stock through privately negotiated transactions or in the open market as circumstances and prices warrant.

We have authorization to purchase our common stock through privately negotiated transactions or in the open market as circumstances and prices warrant.

Purchased shares under a share-purchase plan, which is authorized by our BOD, are available for general corporate purposes.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

2018, the BOD authorized a $ 10 billion share repurchase program to be utilized over time and share repurchases commenced thereunder in the first quarter of 2019.

In December 2018, the BOD authorized a $ 10 billion share repurchase program to be utilized over time and share repurchases commenced thereunder in the first quarter of 2019.

In the first quarter of 2022, we purchased 39 million shares of our common stock at a cost of $ 2 billion under our publicly announced share-purchase plan.

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

Our remaining share-purchase authorization was $ 3.3 billion as of December 31, 2024.

Preferred Stock

We have 27 million authorized shares of preferred stock without par value;

no shares were issued or outstanding as of December 31, 2024 and 2023.

Employee Stock Ownership Plans

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defined contribution plan participants.

The compensation cost related to the Common ESOP was $ 20 million for 2023 and $ 19 million for each of 2022 and 2021.

The compensation cost related to the Common ESOP was $ 16 million for 2024, $ 20 million for 2023 and $ 19 million for 2022.

Share-Based Payments

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No BPAs were granted in 2024 and no BPAs were outstanding as of December 31, 2024.

The 2019 Stock Plan (2019 Plan) provides for 400 million shares to be authorized for grants.

The number of stock options, TSRUs, RSUs, or performance-based awards that may be granted to any one individual during any 36-month period is limited to 20 million shares.

RSUs count as three shares, and PPSs, PSAs and BPAs count as three shares times the maximum potential payout, while TSRUs and stock options count as one share, toward the maximum shares available under the 2019 Plan.

As of December 31, 2023, 248 million shares were available for award, including 68 million shares that we assumed from the remaining shares available from the stock plan of Seagen which can be issued to legacy employees of Seagen and newly hired employees after the date of acquisition once such shares are registered on Form S-8.

The Amended and Restated 2019 Stock Plan (2019 Plan) replaced and superseded the original 2019 Stock Plan.

The 2019 Plan provides for 320 million shares to be authorized for grants plus any shares remaining available for grant under the original 2019 Stock Plan as of April 25, 2024 (the carryforward shares).

The RSUs count as three shares, and PPSs, PSAs and BPAs count as three shares times the maximum potential payout, while TSRUs and stock options count as one share, toward the maximum shares available under the 2019 Plan.

As of December 31, 2024, 441 million shares were available for award.

Although not required to do so, we have used authorized and unissued shares and, to a lesser extent, treasury stock to satisfy our obligations under these programs.

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• Automatically settle on the fifth or seventh anniversary of the grant but vest on the third anniversary of the grant.

Certain 2022 and 2023 five-year grants were modified during 2024 (for active colleagues) to vest on the fifth anniversary and settle on the seventh anniversary of the grant.

• Retirement-eligible holders can convert their TSRUs, when vested, into Profit Units (PTUs) with a conversion ratio based on a calculation used to determine the shares at TSRU settlement.

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• PSAs vest on the third anniversary of the grant assuming continuous service from the grant date.

PSA awards granted in 2022 and 2023 were modified during 2024 (for active colleagues) to vest on the fifth anniversary of the grant.

• The award that may be earned ranges from 0 % to 200 % of the target award depending on goal achievement over the performance period.

As of the grant date using the intrinsic value method using the closing price of our common stock Amortized on a straight-line basis over the vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned and management’s assessment of the probability that the specified performance criteria will be achieved.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Awarded to Terms Valuation Recognition and Presentation

Breakthrough Performance Awards (BPAs)

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Amortized on a straight-line basis over the probable vesting term into Cost of sales , Selling, informational and administrative expenses , and/or Research and development expenses , as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned and management’s assessment of the probability that the specified performance criteria will be achieved and/or management’s assessment of the probable vesting term.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Awarded to Terms Valuation Recognition and Presentation

Stock Options

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The following provides data related to all TSRU, RSU, PPS, PSA and stock option activity:

(MILLIONS, EXCEPT FAIR VALUE OF SHARES VESTED PER TSRU AND STOCK OPTION) TSRUs RSUs PPSs PSAs Stock Options

(MILLIONS, EXCEPT FAIR VALUE OF SHARES VESTED PER TSRU AND STOCK OPTION AND YEARS)

TSRUs RSUs PPSs PSAs Stock Options

Year Ended December 31, 2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022

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(a) Weighted-average GDFV per TSRUs and stock options.

Total share-based payment expense was $ 525 million, $ 872 million and $ 1.2 billion in 2023, 2022 and 2021, respectively.

Total share-based payment expense was $ 877 million, $ 525 million and $ 872 million in 2024, 2023 and 2022, respectively.

Tax benefit for share-based compensation expense was $ 165 million, $ 93 million and $ 160 million in 2024, 2023 and 2022, respectively.

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5.15 5.15 5.17 6.50 6.50 6.50

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Summary of all TSRU, RSU, PPS and PSA activity during 2024 (with the shares granted representing the maximum award that could be achieved for PPSs and PSAs):

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(a) Vested and non-vested shares outstanding, but not paid as of December 31, 2024 were 33.9 million.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Summary of TSRU and PTU information as of December 31, 2024 (a), (b) :

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Remaining Contractual Term (Years)

Aggregate Intrinsic Value (c) (Millions)

Aggregate Intrinsic Value (Millions) (c)

TSRUs Outstanding 167,977 $ 34.17 2.5 $ 122

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(b) In 2024, 1,150,382 TSRUs with a weighted-average grant price of $ 31.54 per unit were converted into 100,307 PTUs.

(d) The number of TSRUs expected to vest takes into account an estimate of expected forfeitures .

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Year Ended December 31,

(IN MILLIONS) 2023 2022 2021

2024 2023 2022

EPS Numerator

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EPS Denominator

Weighted-average number of common shares outstanding––Basic 5,643 5,608 5,601

Weighted-average common shares outstanding––Basic

5,664 5,643 5,608

Common-share equivalents 36 66 125

Weighted-average number of common shares outstanding––Diluted 5,709 5,733 5,708

Weighted-average common shares outstanding––Diluted

5,700 5,709 5,733

Anti-dilutive common stock equivalents (a)

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

(a) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

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ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

based on the present value of lease payments over the lease term.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

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(Gains)/losses on sale and leaseback transactions, net 29 ( 49 ) 11

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

The following reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheet as of December 31, 2024:

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We are the plaintiff in the majority of these actions.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

• Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others, and often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.

• Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer fraud, off-label promotion, securities, antitrust and breach of contract claims, among others, and often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.

• Commercial and other asserted or unasserted matters, which can include acquisition-, licensing-, intellectual property-, collaboration- or co-promotion-related and product-pricing claims and environmental claims and proceedings, and can involve complexities that will vary from matter to matter.

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In addition, with respect to patent matters in which we are the plaintiff, we consider, among other things, the financial significance of the product protected by the patent(s) at issue.

Some of the matters discussed below include those which management believes that the likelihood of possible loss in excess of amounts accrued is remote.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

of the matters discussed below include those which management believes that the likelihood of possible loss in excess of amounts accrued is remote.

Legal Proceedings––Patent Litigation

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High Court issued a judgment finding invalid a BMS patent related to Eliquis due to expire in 2026.

In May 2023, the Court of Appeal dismissed BMS’s appeal and in October 2023, the Supreme Court refused BMS’s permission to appeal.

In May 2023, the Court of Appeal dismissed BMS’s appeal and in October 2023, the Supreme Court refused BMS permission to appeal.

Additional challenges are pending in other jurisdictions.

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We are also subject to patent litigation pursuant to which one or more third parties seek damages and/or injunctive relief to compensate for alleged infringement of its patents by our commercial or other activities.

If one of our marketed products (or a product of our collaboration/

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

licensing partners to which we have licenses or co-promotion rights) is found to infringe valid patent rights of a third party, such third party may be awarded significant damages or royalty payments, or we may be prevented from further sales of that product.

If one of our marketed products (or a product of our collaboration/licensing partners to which we have licenses or co-promotion rights) is found to infringe valid patent rights of a third party, such third party may be awarded significant damages or royalty payments, or we may be prevented from further sales of that product.

Such damages may be enhanced as much as three-fold if we or one of our subsidiaries is found to have willfully infringed valid patent rights of a third party.

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District Court for the District of Delaware as described below.

In October 2021, we brought a separate patent-infringement action against Sinotherapeutics Inc.

(Sinotherapeutics) asserting the infringement and validity of our patent covering extended release formulations of tofacitinib that was challenged by Sinotherapeutics in its ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets.

In November 2022, we filed an additional patent-infringement action against Sinotherapeutics relating to its challenge of our extended release formulation and method of treatment patents in its ANDA seeking approval to market a generic version of tofacitinib 22 mg extended release tablets.

In June 2023, we brought a patent-infringement action against Aurobindo Pharma Limited and Aurobindo Pharma USA, Inc.

(collectively Aurobindo) asserting the infringement and validity of our basic compound patent, in connection with Aurobindo’s ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets.

In December 2023, we reached a settlement agreement with Aurobindo on terms not material to the Company.

Ibrance (palbociclib)

Beginning in January 2021, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Ibrance tablets.

We have settled with one of these generic companies on terms not material to us, and have dismissed the patent infringement actions against all other generic companies except for the action against Synthon Pharmaceuticals Inc.

and its affiliated entities (collectively, Synthon), in which we have asserted the infringement and validity of the composition of matter patent, expiring in 2027.

In December 2023, we reached a settlement agreement with Synthon on terms not material to the Company.

In August 2024, we brought a patent infringement action against SpecGx LLC (SpecGX) asserting the infringement and validity of our composition of matter patent, covering immediate release formulations of tofacitinib that was challenged by SpecGX in its ANDA seeking approval to market a generic version of tofacitinib 5 mg and 10 mg immediate release tablets.

In November 2024, we settled the action against SpecGX on terms not material to us.

In October 2024, we brought a patent infringement action against Breckenridge Pharmaceutical, Inc.

(Breckenridge) asserting the infringement and validity of our composition of patent, covering immediate release formulations of tofacitinib that was challenged by Breckenridge in its ANDA seeking approval to market a generic version of tofacitinib 10 mg immediate release tablets.

In November 2024, we settled the action against Breckenridge on terms not material to us.

In December 2024, we brought a patent infringement action against Alkem Laboratories Ltd.

(Alkem) asserting the infringement and validity of our composition of matter patent, covering immediate release formulations of tofacitinib that was challenged by Alkem in its ANDA seeking approval to market a generic version of tofacitinib 5 mg and 10 mg immediate release tablets.

Mektovi (binimetinib)

Beginning in August 2022, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Mektovi.

Beginning in August 2022, two generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Mektovi.

The companies assert the invalidity and non-infringement of two method of use patents expiring in 2030, a method of use patent expiring in 2031, two method of use patents expiring in 2033, and a product by process patent expiring in 2033.

Beginning in September 2022, we brought patent infringement actions against the generic filers in the U.S.

Beginning in September 2022, we brought patent infringement actions against both of the generic filers in the U.S.

District Court for the District of Delaware, asserting the validity and infringement of all six patents.

In January 2025, we settled with one of the generic companies on terms not material to us.

In August 2022, we received notice from Teva Pharmaceuticals, Inc.

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District Court for the District of Delaware, asserting the validity and infringement of the three patents.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Vyndaqel-Vyndamax (tafamidis/tafamidis meglumine)

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Pfizer is the sole plaintiff in actions that assert only the infringement and validity of the crystalline form patent.

Oxbryta (voxelotor)

In January 2024, Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Limited, and Zydus Worldwide DMCC (collectively, Zydus) and MSN Pharmaceuticals Inc.

and MSN Laboratories Private Ltd.

(collectively, MSN) separately notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of voxelotor tablets, challenging some of the patents listed in the FDA’s Orange Book for Oxbryta (voxelotor tablets in 300 mg and 500 mg strengths and/or for oral suspension) on non-infringement grounds.

In March 2024, we filed patent infringement actions against both generic filers in the U.S.

District Court for the District of Delaware, asserting the validity and infringement of the challenged patents.

Zydus and MSN have not challenged our composition of matter patents or method of treatment patents for Oxbryta.

Nurtec (rimegepant)

In April 2024, Rubicon Research Private Limited, Teva Pharmaceuticals, Inc., Changzhou Pharmaceutical Factory, Natco Pharma Limited and Natco Pharma, Inc., MSN, Aurobindo Pharma Limited, Apitoria Pharma Private Limited and Aurobindo Pharma U.S.A.

(collectively, Aurobindo) and Apotex Inc.

and Apotex Corp.

(collectively, Apotex) notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of rimegepant orally disintegrating tablets, claiming noninfringement and/or challenging the validity of some or all of the patents listed in the FDA’s Orange Book for Nurtec (rimegepant orally disintegrating tablets Eq 75 mg base).

In May 2024, we filed patent infringement actions against all the generic filers in the U.S.

District Court for the District of Delaware.

Xtandi (enzalutamide)

Beginning in August 2024, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Xtandi, challenging some or all of the patents listed in the FDA’s Orange Book for Xtandi.

Beginning in August 2024, we brought patent infringement actions against the generic filers in the U.S.

District Court for the District of New Jersey, asserting the validity and infringement of the patents in suit.

Inlyta (axitinib)

In October 2024, Sandoz Inc.

(Sandoz) notified us that it had filed an ANDA with the FDA seeking approval to market a generic version of Inlyta.

Sandoz asserts the invalidity and non-infringement of the crystalline form patent for Inlyta that expires in 2030.

In November 2024, we filed suit against Sandoz in the U.S.

District Court for the District of Delaware, asserting the validity and infringement of the crystalline form patent for Inlyta.

Actions in Which We are the Defendant

Comirnaty (tozinameran)

In March 2022, Alnylam Pharmaceuticals, Inc.

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In its complaint, Moderna stated that it is seeking damages for alleged infringement occurring after March 7, 2022.

In March 2024, the U.S.

Patent Office Patent Trial & Appeal Board instituted a review of two of the three patents in suit.

In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes two European patents.

The German infringement action was stayed in December 2023 pending further action from the European Patent Office on the patents at issue.

In September 2022, ModernaTX filed patent infringement actions in the U.K.

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In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022.

In the U.K., Pfizer and BioNTech brought an action against ModernaTX seeking to revoke these two European patents, which was consolidated with the September 2022 action filed by ModernaTX.

In November 2023, one of the European patents was revoked by the European Patent Office.

In December 2023, the other European patent was declared invalid by a court in the

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Netherlands (the invalidity decision is limited to the Netherlands).

In December 2023, the other European patent was declared invalid by a court in the Netherlands (the invalidity decision is limited to the Netherlands).

In July 2024, the U.K.

court revoked one patent, ruling that it was invalid, and held that the other patent was valid and infringed.

ModernaTX has also filed additional patent infringement actions against Pfizer and BioNTech in certain other ex-U.S.

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patents, and seeking unspecified monetary damages.

In April 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC (collectively, GSK Group) sued Pfizer and Pharmacia & Upjohn Company LLC, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc.

District Court for the District of Delaware, alleging that Comirnaty infringes five U.S.

patents and seeking unspecified money damages.

In August 2024, GSK Group filed an amended complaint alleging that Comirnaty infringes three additional U.S.

In January 2025, Promosome LLC filed a complaint in the Unified Patent Court, Local Division Munich, against Pfizer and BioNTech and certain of their subsidiaries alleging that Comirnaty infringes a European patent that is in force only in France, Germany and Sweden, and seeking unspecified monetary damages in connection with the manufacture and sale of Comirnaty in France, Germany and Sweden.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

In June 2022, Enanta Pharmaceuticals, Inc.

filed a complaint in the U.S.

(Enanta) filed a complaint in the U.S.

District Court for the District of Massachusetts against Pfizer alleging that the active ingredient in Paxlovid, nirmatrelvir, infringes a U.S.

patent issued in June 2022, and seeking unspecified monetary damages.

In August 2023, GlaxoSmithKline Biologics SA and GlaxoSmithKline LLC (collectively, GSK Group) filed a complaint in the U.S.

In December 2024, the District Court issued an order granting Pfizer’s motion for summary judgment, finding Enanta’s patent invalid.

In August 2023, GSK Group filed a complaint in the U.S.

District Court for the District of Delaware against Pfizer alleging that the active ingredient in Abrysvo infringes four U.S.

The complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults over 60 years of age.

In November 2023, GSK Group amended its complaint to assert infringement of two additional patents.

In November 2024, the GSK Group filed a second amended complaint, adding a seven th patent to the lawsuit.

The second amended complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults in age ranges for which GSK Group’s Arexvy product is also indicated.

In addition, we have challenged certain of GSK’s RSV vaccine patents in certain ex-U.S.

jurisdictions, including the U.K., the Netherlands and Belgium, and GSK has asserted that Abrysvo infringes these patents.

jurisdictions, including the U.K., the Netherlands, Belgium and the Unified Patent Court, and GSK has asserted that Abrysvo infringes these patents.

In October 2024, the U.K.

Court held that two of GSK’s U.K.

patents were invalid and not infringed.

Matters Involving Pfizer and its Collaboration/Licensing Partners

Comirnaty (tozinameran)

In July 2022, Pfizer, BioNTech and BioNTech Manufacturing GmbH filed a declaratory judgment complaint against CureVac in the U.S.

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In the U.K., Pfizer and BioNTech have sued CureVac seeking a judgment of invalidity of several patents and CureVac has made certain infringement counterclaims.

In September 2024, the U.K.

Court held that both of the CureVac patents in suit are invalid.

Legal Proceedings––Product Litigation

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There also are a small number of lawsuits pending in various federal and state courts seeking damages for alleged exposure to asbestos in facilities owned or formerly owned by Pfizer or its subsidiaries.

Beginning in 2011, actions, including purported class actions, were filed in various federal courts against Wyeth and, in certain of the actions, affiliates of Wyeth and certain other defendants relating to Effexor XR, which is the extended-release formulation of Effexor.

The plaintiffs in each of the class actions seek to represent a class consisting of all persons in the U.S.

and its territories who directly purchased, indirectly purchased or reimbursed patients for the purchase of Effexor XR or generic Effexor XR from any of the defendants from June 14, 2008 until the time the defendants’ allegedly unlawful conduct ceased.

The plaintiffs in all of the actions allege delay in the launch of generic Effexor XR in the U.S.

and its territories, in violation of federal antitrust laws and, in certain of the actions, the antitrust, consumer protection and various other laws of certain states, as the result of Wyeth fraudulently obtaining and improperly listing certain patents for Effexor XR in the Orange Book, enforcing certain patents for Effexor XR and entering into a litigation settlement agreement with a generic drug manufacturer with respect to Effexor XR.

Each of the plaintiffs seeks treble damages (for itself in the individual actions or on behalf of the putative class in the purported class actions) for alleged price overcharges for Effexor XR or generic Effexor XR in the U.S.

and its territories since June 14, 2008.

All of these actions have been consolidated in the U.S.

District Court for the District of New Jersey.

In 2014, the District Court dismissed the direct purchaser plaintiffs’ claims based on the litigation settlement agreement, but declined to dismiss the other direct purchaser plaintiff claims.

In 2015, the District Court entered partial final judgments as to all settlement agreement claims, including those asserted by direct purchasers and end-payor plaintiffs, which plaintiffs appealed to the U.S.

Court of Appeals for the Third Circuit.

In 2017, the U.S.

Court of Appeals for the Third Circuit reversed the District Court’s decisions and remanded the claims to the District Court.

Beginning in 2011, purported class actions relating to Lipitor were filed in various federal courts against, among others, Pfizer, certain Pfizer affiliates, and, in most of the actions, Ranbaxy Laboratories Limited (Ranbaxy) and certain Ranbaxy affiliates.

The plaintiffs in these various actions seek to represent nationwide, multi-state or statewide classes consisting of persons or entities who directly purchased, indirectly purchased or reimbursed patients for the purchase of Lipitor (or, in certain of the actions, generic Lipitor) from any of the defendants from March 2010 until the cessation of the defendants’ allegedly unlawful conduct (the Class Period).

The plaintiffs allege delay in the launch of generic Lipitor, in violation of federal antitrust laws and/or state antitrust, consumer protection and various other laws, resulting from (i) the

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

2008 agreement pursuant to which Pfizer and Ranbaxy settled certain patent litigation involving Lipitor and Pfizer granted Ranbaxy a license to sell a generic version of Lipitor in various markets beginning on varying dates, and (ii) in certain of the actions, the procurement and/or enforcement of certain patents for Lipitor.

Each of the actions seeks, among other things, treble damages on behalf of the putative class for alleged price overcharges for Lipitor (or, in certain of the actions, generic Lipitor) during the Class Period.

In addition, individual actions have been filed against Pfizer, Ranbaxy and certain of their affiliates, among others, that assert claims and seek relief for the plaintiffs that are substantially similar to the claims asserted and the relief sought in the purported class actions described above.

These various actions have been consolidated for pre-trial proceedings in a MDL in the U.S.

District Court for the District of New Jersey.

In September 2013 and 2014, the District Court dismissed with prejudice the claims of the direct purchasers.

In October and November 2014, the District Court dismissed with prejudice the claims of all other MDL plaintiffs.

All plaintiffs appealed the District Court’s orders dismissing their claims with prejudice to the U.S.

Court of Appeals for the Third Circuit.

In addition, the direct purchaser class plaintiffs appealed the order denying their motion to amend the judgment and for leave to amend their complaint to the Court of Appeals.

In 2017, the Court of Appeals reversed the District Court’s decisions and remanded the claims to the District Court.

Also, in 2013, the State of West Virginia filed an action in West Virginia state court against Pfizer and Ranbaxy, among others, that asserts claims and seeks relief on behalf of the State of West Virginia and residents of that state that are substantially similar to the claims asserted and the relief sought in the purported class actions described above.

EpiPen (Direct Purchaser)

In February 2020, a lawsuit was filed in the U.S.

District Court for the District of Kansas against Pfizer, its current and former affiliates King and Meridian, and various Mylan entities, on behalf of a purported U.S.

nationwide class of direct purchaser plaintiffs who purchased EpiPen devices directly from the defendants.

Plaintiffs in this action generally allege that Pfizer and Mylan conspired to delay market entry of generic EpiPen through the settlement of patent litigation regarding EpiPen, and thereby delayed market entry of generic EpiPen in violation of federal antitrust law.

Plaintiffs seek treble damages for alleged overcharges for EpiPen since 2011.

In July 2021, the District Court granted defendants’ motion to dismiss the direct purchaser complaint, without prejudice.

In September 2021, plaintiffs filed an amended complaint.

In August 2022, the District Court granted Pfizer’s motion to dismiss the complaint, and plaintiffs appealed to the U.S.

Court of Appeals for the Tenth Circuit.

In October 2023, the parties reached an agreement to settle the litigation on terms not material to Pfizer.

The settlement is subject to court approval.

• Personal Injury Actions

In 2013, the State of West Virginia filed an action in West Virginia state court against Pfizer and Ranbaxy Laboratories Limited, among others, that asserted claims and sought relief on behalf of the State of West Virginia and residents of that state alleging delay in the launch of generic Lipitor, in violation of state antitrust, consumer protection and various other laws.

In December 2024, we reached an agreement to settle this matter on terms not material to Pfizer.

A number of lawsuits have been filed against Hospira and Pfizer in various federal and state courts alleging that plaintiffs who were treated with Docetaxel developed permanent hair loss.

Hospira is a wholly-owned subsidiary that we acquired in September 2015.

The significant majority of the cases also name other defendants, including the manufacturer of the branded product, Taxotere.

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Additional lawsuits have been filed in which plaintiffs allege they developed blocked tear ducts following their treatment with Docetaxel.

In 2016, the federal cases were transferred for coordinated pre-trial proceedings to a MDL in the U.S.

In 2016, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S.

District Court for the Eastern District of Louisiana.

In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to a MDL in the U.S.

In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S.

District Court for the Eastern District of Louisiana.

• Mississippi Attorney General Government Action

In 2018, the Attorney General of Mississippi filed a complaint in Mississippi state court against the manufacturer of the branded product and eight other manufacturers including Pfizer and Hospira, alleging, with respect to Pfizer and Hospira, a failure to warn about a risk of permanent hair loss in violation of the Mississippi Consumer Protection Act.

The action seeks civil penalties and injunctive relief.

A number of lawsuits have been filed against Pfizer in various federal and state courts alleging that plaintiffs developed various types of cancer, or face an increased risk of developing cancer, purportedly as a result of the ingestion of Zantac.

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Plaintiffs in these cases seek compensatory and punitive damages.

In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S.

In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S.

District Court for the Southern District of Florida (the Federal MDL Court).

Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states.

In December 2022, the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, which has resulted in the dismissal of all complaints in the litigation.

In December 2022,

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, which has resulted in the dismissal of all complaints in the litigation.

Plaintiffs have appealed the Federal MDL Court’s rulings.

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From time to time, Pfizer has explored and will continue to explore opportunistic settlements of these matters.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

As of January 2025, Pfizer had settled, or entered into definitive agreements or agreements-in-principle to settle, subject to certain conditions, a substantial majority of the cases filed in state courts in which the plaintiff alleges use of a Pfizer product.

The remaining unresolved state court cases continue in various state courts.

Beginning in August 2021, a number of putative class actions have been filed against Pfizer in various U.S.

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Plaintiffs seek to represent nationwide and state-specific classes and seek various remedies, including damages and medical monitoring.

In December 2022, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S.

In December 2022, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S.

District Court for the Southern District of New York.

Similar putative class actions have been filed in Canada and Israel, where the product brand is Champix.

The class action in Israel has been dismissed.

A number of lawsuits have been filed against Pfizer and certain subsidiaries in various federal and state courts alleging that plaintiffs who used the injectable version of Depo-Provera (active ingredient medroxyprogesterone acetate, or MPA) for contraception developed meningioma.

The cases also name other defendants, including the manufacturers of generic versions of injectable MPA for contraception.

Plaintiffs assert claims against Pfizer relating to both Depo-Provera and generic MPA products, and seek compensatory and punitive damages.

In February 2025, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S.

District Court for the Northern District of Florida.

Legal Proceedings––Commercial and Other Matters

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Solutia and/or New Monsanto are defending Pharmacia in connection with various claims and litigation arising out of, or related to, Former Monsanto’s chemical businesses, and have been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation.

In 2018, Bayer AG acquired Monsanto Company (New Monsanto), which is now a subsidiary of Bayer AG.

Since the acquisition, New Monsanto has continued to defend and indemnify Pharmacia for these liabilities.

Environmental Matters

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We are also party to a number of other proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and other state, local or foreign laws in which the primary relief sought is the cost of past and/or future remediation.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Contracts with Iraqi Ministry of Health

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In January 2022, the Court of Appeals reversed the District Court’s decision.

In February 2022, the defendants filed for en banc review of the Court of Appeals’ decision.

In February 2023, the Court of Appeals denied defendants’ en banc petitions.

In June 2024, the U.S.

Supreme Court issued an order granting certiorari, vacating the Court of Appeals’ decision, and remanding the case to the Court of Appeals.

Allergan Complaint for Indemnity

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This suit was voluntarily discontinued without prejudice in January 2021.

Viatris Securities Litigation

In October 2021, a putative class action was filed in the Court of Common Pleas of Allegheny County, Pennsylvania on behalf of former Mylan N.V.

shareholders who received Viatris common stock in exchange for Mylan shares in connection with the spin-off of the Upjohn Business and its combination with Mylan (the Transactions).

Viatris, Pfizer, and certain of each company’s current and former officers, directors and employees are named as defendants.

An amended complaint was filed in January 2023, and alleges that the defendants violated certain provisions of the Securities Act of 1933 in connection with certain disclosures made in or omitted from the registration statement and related prospectus issued in connection with the Transactions, as well as related communications.

Plaintiff seeks damages, costs and expenses and other equitable and injunctive relief.

In November 2023, the parties reached an agreement to settle the litigation on terms not material to Pfizer.

The settlement is subject to court approval.

Breach of Contract – Comirnaty

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Pfizer and BioNTech are seeking an order from the Court holding those countries to their commitments for COVID-19 vaccine orders, which were placed as part of their contracts signed in 2021.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

Legal Proceedings––Government Investigations

We are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate.

Like other multi-national pharmaceutical companies, we are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate.

Criminal charges, substantial fines and/or civil penalties, limitations on our ability to conduct business in applicable jurisdictions, corporate integrity or deferred prosecution agreements, as well as reputational harm and increased public interest in the matter could result from government investigations in the U.S.

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Among the investigations by government agencies are the matters discussed below.

Greenstone Investigations

Department of Justice Antitrust Division Investigation

Since July 2017, the U.S.

Department of Justice’s Antitrust Division has been investigating our former Greenstone generics business.

We believe this is related to an ongoing broader antitrust investigation of the generic pharmaceutical industry.

We have produced records relating to this investigation.

• State Attorneys General and Multi-District Generics Antitrust Litigation

In April 2018, Greenstone received requests for information from the Antitrust Department of the Connecticut Office of the Attorney General.

In May 2019, Attorneys General of more than 40 states plus the District of Columbia and Puerto Rico filed a complaint against a number of pharmaceutical companies, including Greenstone and Pfizer.

The matter has been consolidated with a MDL in the Eastern District of Pennsylvania.

As to Greenstone and Pfizer, the complaint alleges anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws.

In June 2020, the State Attorneys General filed a new complaint against a large number of companies, including Greenstone and Pfizer, making similar allegations, but concerning a new set of drugs.

This complaint was transferred to the MDL in July 2020.

The MDL also includes civil complaints filed by private plaintiffs and state counties against Pfizer, Greenstone and a significant number of other defendants asserting allegations that generally overlap with those asserted by the State Attorneys General.

Subpoena & Civil Investigative Demand relating to Tris Pharma/Quillivant XR

Greenstone Antitrust Litigation

In 2019 and 2020, Attorneys General of more than 50 states and territories filed two complaints in the U.S.

District Court for the District of Connecticut against a number of pharmaceutical companies, including Pfizer and Greenstone—a former Pfizer subsidiary that sold generic drugs.

As to Greenstone and Pfizer, the complaints allege anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws.

The State Attorney General complaints were initially transferred to an MDL in the U.S.

District Court for the Eastern District of Pennsylvania for coordinated pre-trial proceedings but were transferred back to the District of Connecticut in April 2024.

The Greenstone antitrust litigation also includes civil complaints filed in federal and state court by private and governmental plaintiffs against Pfizer, Greenstone, and a number of other defendants.

These related civil lawsuits assert allegations that generally overlap with those asserted by the State Attorneys General.

All of the related federal lawsuits are part of the MDL pending in Pennsylvania.

Subpoena relating to Tris Pharma/Quillivant XR

In October 2018, we received a subpoena from the U.S.

Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR.

We responded to that subpoena in full and have had no communication with the SDNY in connection with the subpoena since June 2019.

Additionally, in September 2020, we received a Civil Investigative Demand (CID) from the Texas Attorney General’s office seeking records of a similar nature to those requested by the SDNY.

We produced records in response to this request.

In November 2023, the investigation culminated in a qui tam litigation brought by the State of Texas.

The investigation is now closed.

We have produced records in response to this request .

Government Inquiries relating to Meridian Medical Technologies

In February 2019, we received a CID from the U.S.

In February 2019, we received a Civil Investigative Demand (CID) from the U.S.

Attorney’s Office for the SDNY.

The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at the Meridian site.

The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at Pfizer’s former Meridian site.

In August 2019, we received a HIPAA subpoena issued by the U.S.

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We have produced records in response to these and subsequent requests.

Department of Justice/SEC Inquiry relating to Russian Operations

In June 2019, we received an informal request from the U.S.

Department of Justice’s Foreign Corrupt Practices Act (FCPA) Unit seeking documents relating to our operations in Russia.

In September 2019, we received a similar request from the SEC’s FCPA Unit.

We have produced records pursuant to these requests.

Docetaxel –– Mississippi Attorney General Government Investigation

See Legal Proceedings –– Product Litigation –– Docetaxel –– Mississippi Attorney General Government Action above for information regarding a government investigation related to Docetaxel marketing practices.

Department of Justice Inquiries relating to India Operations

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Attorney’s Office for the SDNY regarding a civil investigation concerning operations at our facilities in India.

We are producing records pursuant to these requests.

Department of Justice/SEC Inquiry relating to China Operations

In June 2020, we received an informal request from the U.S.

Department of Justice’s FCPA Unit seeking documents relating to our operations in China.

In August 2020, we received a similar request from the SEC’s FCPA Unit.

We have produced records pursuant to these requests.

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Department of Justice’s Commercial Litigation Branch and the U.S.

Attorney’s Office for the Western District of New York issued a CID relating to Biohaven.

The CID seeks records and information related to, among other things, engagements with healthcare professionals and co-pay coupons cards.

Attorney’s Office for the Western District of New York issued a CID to Biohaven.

The CID seeks records and information related to, among other things, Biohaven’s engagements with healthcare professionals and co-pay coupons cards prior to Pfizer’s acquisition of Biohaven.

In March 2023, the California Department of Insurance issued a subpoena seeking records similar to those requested by the CID.

Biohaven is a wholly-owned subsidiary that we acquired in October 2022.

We are producing records in response to these requests.

We have produced records in response to these requests.

In January 2025, Biohaven entered into civil settlement agreements with the U.S., numerous states, and the California Department of Insurance to resolve these matters.

Pursuant to these settlement agreements, $ 59.7 million, plus interest, was paid to the U.S.

and participating states, and $ 3.3 million was paid to the California Department of Insurance.

The settlement agreements relate to alleged conduct at Biohaven before Pfizer’s acquisition of the company and do not include an admission of liability by Biohaven.

2024 Form 10-K

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and Subsidiary Companies

Department of Justice Inquiry relating to Mexico Operations

In March 2023, we received an informal request from the U.S.

Department of Justice’s FCPA Unit seeking documents relating to our operations in Mexico.

We are producing records pursuant to this request.

Government Inquiries relating to Xeljanz

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Attorney’s Office for the Western District of Virginia, in coordination with the Department of Justice’s Commercial Litigation Branch, seeking records and information related to programs Pfizer sponsored in retail pharmacies relating to Xeljanz.

We are producing records pursuant to this request.

We have produced records pursuant to this request.

Guarantees and Indemnifications

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Historically, we have not paid significant amounts under these provisions and, as of December 31, 2024, the estimated fair value of these indemnification obligations is not material to Pfizer.

See Note 2C for a description of the March 2022 indemnity provided by Pfizer to GSK in connection with the issuance of notes by the Consumer Healthcare JV.

In conjunction with the completion of GSK’s demerger transactions in July 2022, GSK’s guarantee and our related indemnification of GSK’s guarantee were terminated.

In addition, in connection with our entry into certain agreements and other transactions, our counterparties may be obligated to indemnify us.

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See Note 7D for information on Pfizer Inc.’s guarantee of the debt issued by PIE in May 2023.

We have also guaranteed the long-term debt of certain companies that we acquired and that now are subsidiaries of Pfizer.

We have also guaranteed the long-term debt of certain subsidiaries of Pfizer and certain companies that we acquired and that now are subsidiaries of Pfizer.

See Note 7D .

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As of December 31, 2024, we had commitments totaling $ 4.1 billion that are legally binding and enforceable.

These commitments include payments relating to potential milestone payments deemed reasonably likely to occur, and purchase obligations for goods and services.

These commitments include purchase obligations for goods and services and payments relating to potential milestone payments deemed reasonably likely to occur.

See Note 5A for information on the TCJA repatriation tax liability.

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We may be required to make payments to sellers for certain prior business combinations that are contingent upon future events or outcomes.

See No te 1D .

See Note 1D .

The estimated fair value of contingent consideration as of December 31, 2024 is $ 517 million, of which $ 39 million is recorded in Other current liabilities and $ 477 million in Other noncurrent liabilities, and as of December 31, 2023 was $ 692 million, of which $ 179 million was recorded in Other current liabilities and $ 512 million in Other noncurrent liabilities .

The increase in the contingent consideration balance from December 31, 2022 is primarily due to fair value adjustments, partially offset by payments made upon the achievement of certain sales-based milestones.

The decrease in the contingent consideration balance from December 31, 2023 is primarily due to payments made upon the achievement of certain sales-based milestones.

Our insurance coverage reflects market conditions (including cost and availability) existing at the time it is written, and our decision to obtain insurance coverage or to self-insure varies accordingly.

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Segment Information

We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.

In 2023, we managed our commercial operations through two operating segments, each led by a single manager:

Biopharma, our innovative science-based biopharmaceutical business, and Business Innovation, an operating segment established in the first quarter of 2023 that includes PC1, our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients, and Pfizer Ignite, an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas.

We manage our commercial operations through three operating segments, each led by a single manager:

Biopharma, PC1 and Pfizer Ignite.

Biopharma is engaged in the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide.

PC1 is our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients.

Pfizer Ignite is an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas.

Prior to June 2024, PC1 and Pfizer Ignite were managed together by a single manager as part of the former Business Innovation operating segment.

Biopharma is the only reportable segment.

Each operating segment has responsibility for its commercial activities.

Regional commercial organizations market, distribute and sell our products and are supported by global platform functions that are responsible for the research, development, manufacturing and supply of our products and global corporate enabling functions.

Each operating segment has a geographic footprint across developed and emerging markets.

Our chief operating decision maker uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation.

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

Discovery to late-phase clinical development for oncology is performed by a new end-to-end ORD organization and discovery to late-phase clinical development for all remaining therapeutic areas is consolidated into the end-to-end PRD organization.

ORD and PRD replace our former WRDM and GPD organizations, where, prior to July 2023, research units within WRDM were generally responsible for research and early-stage development assets and, prior to July 2023, GPD was generally responsible for the clinical development strategy and operational execution of clinical trials for both early- and late-stage clinical assets in Pfizer’s pipeline.

In 2023, Biopharma received R&D services from

Pfizer’s CODM is the Chairman and Chief Executive Officer.

Our CODM uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation.

The CODM uses segment revenues and earnings in the annual budgeting process when setting strategic goals for the company and considers periodic budget-to-actual variances in segment revenues and earnings when assessing performance of the segments and making decisions about allocating resources to the operating segments.

By analyzing segment financial results, the CODM can discern trends, which can inform decisions that align with the company’s goals and objectives, and help ensure r isks are managed appropriately.

We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.

Our commercial divisions market, sell and distribute our products, and global operating functions are responsible for the research, development, manufacturing and supply of our products.

Each operating segment is supported by our global corporate enabling functions.

At the beginning of 2024, we made changes in our commercial organization to incorporate Seagen and improve focus, speed and execution.

The commercial structure within our Biopharma reportable segment in 2024 was comprised of the Pfizer Oncology Division, the Pfizer U.S.

Commercial Division, and the Pfizer International Commercial Division:

• Pfizer Oncology Division combined the U.S.

Oncology commercial organizations, global Oncology marketing organizations and global and U.S.

Oncology medical affairs from both Pfizer and Seagen.

• Pfizer U.S.

Commercial Division included the U.S.

Primary Care and U.S.

Specialty Care customer groups, the Chief Marketing Office, the Global Chief Medical Affairs Office and Global Access & Value.

• Pfizer International Commercial Division included the ex-U.S.

commercial and medical affairs organizations covering Pfizer’s entire product portfolio in all international markets.

2024 Form 10-K

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and Subsidiary Companies

ORD, PRD and the predecessor WRDM and GPD organizations.

These services included IPR&D projects for new investigational products and additional indications for in-line products.

Other Business Activities–– Other business activities include the operating results of Business Innovation as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with:

• ORD––the R&D expenses managed by our ORD organization, which is responsible for discovery to late-phase clinical development for oncology research projects for our global Biopharma portfolio along with facilitating regulatory submissions and interactions with regulatory agencies for these projects.

Beginning January 1, 2024, Biopharma’s earnings include costs related to manufacturing and supply, sales and marketing activities, R&D, and medical and safety activities that are associated with products in our Biopharma segment.

Prior to 2024, overhead costs associated with our manufacturing operations and costs associated with R&D and medical and safety activities managed by our global ORD and PRD organizations in 2024 were presented as part of Other business activities.

We have reclassified our prior period segment information to conform to the current period presentation.

• ORD was responsible in 2024 for discovery to late-phase clinical development for oncology research projects for our global portfolio along with facilitating regulatory submissions and interactions with regulatory agencies for these projects.

R&D spending may include upfront and milestone payments for intellectual property rights for oncology projects.

• PRD––the R&D expenses managed by our PRD organization, which is responsible for discovery to late-phase clinical development research projects for all therapeutic areas other than oncology for our global Biopharma portfolio, along with facilitating regulatory submissions and interactions with regulatory agencies for these projects.

• PRD was responsible in 2024 for discovery to late-phase clinical development research projects for all therapeutic areas other than oncology for our global portfolio, along with facilitating regulatory submissions and interactions with regulatory agencies for these projects.

R&D spending may include upfront and milestone payments for intellectual property rights related to non-oncology projects.

The PRD organization also has responsibility for certain science-based and other platform-services organizations, which provide end-to-end technical expertise and other services to both ORD and PRD R&D projects, as well as the Worldwide Medical and Safety group, which helps ensure that Pfizer provides all stakeholders––including patients, healthcare providers, pharmacists, payors and health authorities––with complete and up-to-date information on the risks and benefits associated with Pfizer products so that they can make appropriate decisions on how and when to use Pfizer’s medicines.

• Corporate and other unallocated––the costs associated with (i) corporate enabling functions (such as digital, global real estate operations, legal, finance, human resources, worldwide public affairs, compliance and worldwide procurement, among others) and other corporate costs, including, but not limited to, all strategy, business development and portfolio management capabilities and certain compensation, as well as interest income and expense, and gains and losses on investments;

(ii) overhead costs primarily associated with our manufacturing operations (which include manufacturing variances associated with production) that are not directly assessed to an operating segment, as business unit (segment) management does not manage these costs;

and (iii) our share of earnings from Haleon/the Consumer Healthcare JV.

Reconciling Items–– The following items, transactions and events are not allocated to our operating segment results:

PRD also had responsibility for certain science-based and other services organizations, which provide end-to-end technical expertise and other services to both ORD and PRD projects, as well as the Worldwide Medical and Safety group, which helps ensure that Pfizer provides all stakeholders––including patients, healthcare providers, pharmacists, payors and health authorities––with complete and up-to-date information on the risks and benefits associated with Pfizer products so that they can make appropriate decisions on how and when to use Pfizer’s medicines.

Other Business Activities–– Other business activities include the operating results of PC1 and Pfizer Ignite as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with:

• corporate enabling functions (such as digital, global real estate operations, legal, finance, human resources, worldwide public affairs, compliance and worldwide procurement, among others) and other corporate costs, including, but not limited to, all strategy, business development and portfolio management capabilities and certain compensation, as well as interest income and expense, and gains and losses on investments;

• our share of earnings from Haleon/the Consumer Healthcare JV (see Note 2C ).

Reconciling Items–– Reconciling items include the following items, transactions and events that are not allocated to our operating segments:

(i) all amortization of intangible assets;

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Segment Assets–– We manage our assets on a total company basis, not by operating segment, as our operating assets are shared or commingled.

Therefore, our chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment.

Therefore, our CODM does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment.

Total assets were $ 213 billion as of December 31, 2024 and $ 227 billion as of December 31, 2023.

Selected Income Statement Information

The following table provides selected income statement information by reportable segment:

Total Revenues (a)

Selected Statement of Operations Information

The following table provides selected information by reportable segment:

Total Revenues

Depreciation and Amortization (b)

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Reportable Segment:

Biopharma $ 57,186 $ 98,988 $ 79,557 $ 30,632 $ 57,148 $ 40,647 $ 882 $ 813 $ 789

Other business activities (c)

Biopharma (c)

$ 62,400 $ 58,237 $ 99,826 $ 28,139 $ 15,923 $ 47,939 $ 1,360 $ 1,213 $ 1,107

Other business activities (d)

1,228 1,316 1,349 ( 7,382 ) ( 4,342 ) ( 5,162 ) 340 323 332

Reconciling Items:

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Acquisition-related items ( 1,938 ) ( 1,874 ) ( 832 ) 12 ( 11 ) ( 20 )

Certain significant items (d)

Certain significant items (e)

( 5,510 ) ( 3,917 ) ( 3,608 ) 14 32 36

$ 63,627 $ 59,553 $ 101,175 $ 8,023 $ 1,058 $ 34,729 $ 7,013 $ 6,290 $ 5,064

(a) Earnings = Income from continuing operations before provision/(benefit) for taxes on income.

Biopharma’s revenues and earnings in 2023 reflect a non-cash revenue reversal of $ 3.5 billion (see Note 17C ).

Biopharma’s earnings also include dividend income from our investment in ViiV of $ 265 million in 2023, $ 314 million in 2022 and $ 166 million in 2021.

(a) Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss).

As described above, in connection with the organizational changes effective in the first quarter of 2024, overhead costs associated with our manufacturing operations and costs associated with R&D and medical and safety activities managed by our global ORD and PRD organizations as they operated in 2024 are included in Biopharma’s earnings.

We have reclassified $ 14.7 billion and $ 9.2 billion of net costs in 2023 and 2022, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(b) Certain production facilities are shared.

Depreciation is allocated based on estimates of physical production.

(c) Other business activities include revenues and costs associated with Business Innovation and costs that we do not allocate to our operating segments, per above, including acquired IPR&D expenses in the periods presented (see Notes 2A and 2E ) .

In 2023, earnings include approximately $ 6.2 billion of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products.

In 2022, earnings included COVID-19-related charges of approximately $ 1.7 billion to Cost of sales , composed of (i) inventory write-offs of approximately $ 1.2 billion related to COVID-19 products that exceeded or were expected to exceed their approved shelf-lives prior to being used and (ii) charges of approximately $ 0.5 billion, primarily related to excess raw materials for Paxlovid.

(d) Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above).

Earnings in 2023 include, among other items:

(i) intangible asset impairment charges of $ 3.0 billion recorded in Other (income)/deductions––net and (ii) restructuring charges/(credits) and implementation costs

As described above, in connection with the organizational changes effective in the first quarter of 2024, we have reclassified $ 331 million and $ 294 million of net costs in 2023 and 2022, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(c) Biopharma’s revenues and earnings in 2024 reflect a non-cash favorable product return adjustment of $ 771 million recorded in the first quarter of 2024 and in 2023 reflected a non-cash revenue reversal of $ 3.5 billion (see Note 17C ).

In 2023, Biopharma earnings included approximately $ 6.2 billion of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products.

In 2022, Biopharma earnings included COVID-19-related charges of approximately $ 1.7 billion to Cost of sales , composed of (i) inventory write-offs of approximately $ 1.2 billion related to COVID-19

2024 Form 10-K

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and Subsidiary Companies

and additional depreciation—asset restructuring of $ 2.2 billion ($ 290 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related co sts), partially offset by (iii) net gains on equity securities of $ 1.6 billion recorded in Other (income)/deductions––net .

products that exceeded or were expected to exceed their approved shelf-lives prior to being used and (ii) charges of approximately $ 0.5 billion, primarily related to excess raw materials for Paxlovid.

Biopharma’s earnings also include dividend income from our investment in ViiV of $ 272 million in 2024, $ 265 million in 2023 and $ 314 million in 2022.

(d) Other business activities include revenues and costs associated with PC1 and Pfizer Ignite as well as costs that we do not allocate to our operating segments, per above.

(e) Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above).

Earnings in 2024 include, among other items:

(i) intangible asset impairment charges of $ 3.3 billion recorded in Other (income)/deductions––net , (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 2.2 billion (primarily recorded in Restructuring charges and certain acquisition-related co sts), (iii) actuarial valuation and other postretirement plan losses of $ 579 million recorded in Other (income)/deductions––net , (iv) charges for certain legal matters of $ 567 million recorded in Other (income)/deductions––net, and (v) a charge in Other (income)/deductions––net of $ 420 million related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program, partially offset by (vi) net gains on equity securities of $ 1.0 billion and (vii) 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 in the fourth quarter (included in Other business activities) 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.

Earnings in 2023 included, among other items:

(i) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 1.4 billion ($ 562 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related co sts) and (ii) net losses on equity securities of $ 1.3 billion recorded in Other (income)/deductions––net .

(i) intangible asset impairment charges of $ 3.0 billion recorded in Other (income)/deductions––net and (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 2.2 billion ($ 290 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related co sts), partially offset by (iii) net gains on equity securities of $ 1.6 billion recorded in Other (income)/deductions––net .

Earnings in 2022 included, among other items:

(i) actuarial valuation and other pension and postretirement plan gains of $ 1.6 billion recorded in Other (income)/deductions––net and (ii) net gains on equity securities of $ 1.3 billion recorded in Other (income)/deductions––net , partially offset by (iii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 1.3 billion ($ 450 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs ).

(i) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ 1.4 billion ($ 562 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs ) and (ii) net losses on equity securities of $ 1.3 billion recorded in Other (income)/deductions––net .

See Notes 3 and 4 .

The following provides Biopharma reportable segment information regularly provided to the CODM:

Year Ended December 31,

(MILLIONS) 2024 2023 2022

Biopharma reportable segment:

Biopharma total revenues $ 62,400 $ 58,237 $ 99,826

Cost of sales 14,997 22,666 32,859

Selling, informational and administrative expenses 10,040 10,235 9,207

Research and development expenses 9,532 9,763 10,324

Acquired in-process research and development expenses 108 194 181

Other (income)/deductions –– net

( 416 ) ( 543 ) ( 685 )

Biopharma earnings $ 28,139 $ 15,923 $ 47,939

Revenues - Comirnaty

$ 5,353 $ 11,220 $ 37,809

Revenues - Paxlovid

$ 5,716 $ 1,279 $ 18,933

Revenues - excluding Comirnaty and Paxlovid

$ 51,331 $ 45,738 $ 43,084

Geographic Information

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United States $ 38,691 $ 28,145 $ 43,317

Developed Europe 11,650 21,982 18,336

Developed Rest of World 7,761 15,778 12,506

International:

Developed Markets

16,057 20,910 40,534

Emerging Markets 8,879 10,498 17,324

Total revenues $ 63,627 $ 59,553 $ 101,175

$ 58,496 $ 100,330 $ 81,288

Revenues exceeded $500 million in each of 11 , 14 and 24 countries outside the U.S.

1 unchanged sentence

is the only country to contribute more than 10 % of total revenue in 2024, 2023 and 2022.

As a percentage of revenues, our largest country outside the U.S.

was Japan, which contributed 6 % of total revenue in 2023, 8 % of total revenue in 2022 and 9 % of total revenue in 2021.

As a percentage of Total revenues , China was our largest market outside the U.S.

(representing 4 % of total revenues) in 2024, and Japan was our largest market outside the U.S.

in 2023 and 2022 (representing 6 % and 8 % of total revenues, respectively).

Other Revenue Information

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The EC will maintain access to future adapted COVID-19 vaccines and the ability to donate doses, in alignment with the original agreement.

2024 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

In 2022 and 2023, we had entered into agreements to supply pre-specified treatment courses of Paxlovid with government and government sponsored customers in multiple developed and emerging nations around the world, which represented most Paxlovid revenues in 2022 and 2023, while commercialization began in some markets in 2023.

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

government, which facilitated the transition of Paxlovid to traditional commercial markets starting in November 2023, with prices negotiated with commercial payors and a copay assistance program for eligible privately insured patients, as the U.S.

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

starting in November 2023, with prices negotiated with commercial payors and a copay assistance program for eligible privately insured patients, as the U.S.

government began to discontinue the distribution of EUA-labeled Paxlovid.

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government inventory.

We will convert these treatment courses previously purchased by the U.S.

government to a volume-based credit, based on the actual number of treatment courses that are returned by the U.S.

government, which will support continued access to Paxlovid through a U.S.

In the first quarter of 2024, we recorded a non-cash favorable final adjustment of $ 771 million to reflect 5.1 million EUA-labeled treatment courses returned through February 29, 2024, which were converted to a volume-based credit that supports continued access to Paxlovid through a U.S.

government patient assistance program operated by Pfizer.

Therefore, we expect the patient assistance program will provide an estimated 6.5 million treatment courses of FDA-approved, NDA-labeled Paxlovid free of charge to all eligible uninsured, Medicare and Medicaid patients through 2024, and to eligible uninsured and underinsured patients through 2028.

We also agreed to create, in 2024, a U.S.

Strategic National Stockpile of 1.0 million treatment courses to enable future pandemic preparedness through 2028, which will be managed and supplied by Pfizer at no cost to the U.S.

government or taxpayers.

While we will recognize revenue as the estimated 7.5 million treatment courses are delivered, there is no remaining cash consideration for these treatment courses.

In the third quarter of 2024, in connection with this amended agreement, we also supplied at no cost to the U.S.

government or taxpayers a U.S.

SNS of 1.0 million treatment courses to enable future pandemic preparedness through 2028, and recorded revenue of $ 442 million.

While we are recognizing revenue as these treatment courses are delivered, there is no cash consideration for these treatment courses.

The following summarizes revenue, as a percentage of Total revenues , for our three largest U.S.

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McKesson, Inc.

23 % 16 % 8 %

Cencora, Inc.

(formerly AmerisourceBergen Corporation)

17 % 12 % 5 %

Cardinal Health, Inc.

14 % 10 % 4 %

government (a)

(a) The decrease in revenues from the U.S.

government as a percentage of Total revenues for 2023 compared to 2022 was primarily due to the transition of Comirnaty and Paxlovid to commercial market sales in the second half of 2023 as well as the revenue reversal for Paxlovid in the fourth quarter of 2023.

2023 Form 10-K

Notes to Consolidated Financial Statements

and Subsidiary Companies

government as a percentage of Total revenues for 2024 and 2023 compared to 2022 was primarily due to the transition of Comirnaty and Paxlovid to commercial market sales in the second half of 2023 as well as the revenue reversal for Paxlovid in the fourth quarter of 2023.

Collectively, our three largest U.S.

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Primary Care $ 30,135 $ 30,799 $ 73,181

Comirnaty direct sales and alliance revenues (a)

Active immunization to prevent COVID-19

11,220 37,806 36,781

Eliquis alliance revenues and direct sales

Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism 7,366 6,747 6,480

Prevnar family Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae

6,411 6,501 6,342

COVID-19 in certain high-risk patients

5,716 1,279 18,933

Active immunization to prevent COVID-19

5,353 11,220 37,809

Nurtec ODT/Vydura Acute treatment of migraine and prevention of episodic migraine 1,263 928 213

4 unchanged sentences

FSME-IMMUN/TicoVac Active immunization to prevent tick-borne encephalitis disease 280 268 200

Active immunization against invasive meningococcal ACWY disease 179 268 193

Trumenba Active immunization to prevent invasive disease caused by Neisseria meningitidis group B 126 123 118

All other Primary Care Various 2,259 2,233 2,473

6 unchanged sentences

Bacterial infections 637 757 786

Ig Portfolio (c)

Various 584 491 430

Replacement of human growth hormone 539 360 389

Zavicefta Bacterial infections 586 511 412

Primary humoral immunodeficiency, chronic immune thrombocytopenic purpura in adults, and dermatomyositis in adults

Inflectra Crohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis

BeneFIX Hemophilia B 424 425 438

Zithromax Bacterial infections 480 406 331

Medrol Anti-inflammatory glucocorticoid 339 328 432

Oxbryta Sickle cell disease 328 73 —

Acromegaly 267 268 277

Treatment/prevention of venous thromboembolism 238 269 305

ReFacto AF/Xyntha

Hemophilia A 230 239 304

Fungal infections

Fungal infections 187 225 267

Bacterial infections

Atopic dermatitis

All other Anti-infectives

Various 1,092 1,171 1,572

All other Specialty Care Various 2,244 2,350 2,830

Oncology $ 11,627 $ 12,132 $ 12,333

Ibrance HR-positive/HER2-negative metastatic breast cancer 4,753 5,120 5,437

Xtandi alliance revenues mCRPC, nmCRPC, mCSPC, nmCSPC

1,191 1,198 1,185

Advanced RCC 1,036 1,003 1,002

Philadelphia chromosome–positive chronic myelogenous leukemia 645 575 540

Lorbrena ALK-positive metastatic NSCLC

Zirabev Treatment of mCRC;

unresectable, locally advanced, recurrent or metastatic NSCLC;

recurrent glioblastoma;

metastatic RCC;

and persistent, recurrent or metastatic cervical cancer 424 562 444

2024 Form 10-K

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PRODUCT PRIMARY INDICATION OR CLASS 2024 2023 2022

Ruxience Non-hodgkin’s lymphoma, chronic lymphocytic leukemia, granulomatosis with polyangiitis (Wegener’s Granulomatosis) and microscopic polyangiitis 390 458 491

ALK-positive and Proto-Oncogene 1, Receptor Tyrosine Kinase-positive advanced NSCLC 374 465 493

Retacrit Anemia 340 394 444

Aromasin Post-menopausal early and advanced breast cancer 301 248 211

Besponsa Relapsed or refractory B-cell acute lymphoblastic leukemia 236 219 192

In combination with Mektovi for metastatic melanoma in patients with a BRAF V600E/K mutation and for metastatic NSCLC in patients with a BRAF V600E mutation;

In combination with Erbitux (cetuximab) (d) for the treatment of BRAF V600E -mutant mCRC after prior therapy

Bavencio alliance revenues (e)

Locally advanced or metastatic urothelial carcinoma;

metastatic Merkel cell carcinoma;

immunotherapy and tyrosine kinase inhibitor combination for patients with advanced RCC 190 271 178

Advanced and/or metastatic RCC, adjuvant RCC, refractory gastrointestinal stromal tumors (after disease progression on, or intolerance to, imatinib mesylate) and advanced pancreatic neuroendocrine tumor

In combination with Braftovi for metastatic melanoma in patients with a BRAF V600E/K mutation and for metastatic NSCLC in patients with a BRAF V600E mutation

Trazimera HER2-positive breast cancer and metastatic stomach cancers

Replacement of human growth hormone 470 539 360

BeneFIX Hemophilia B 381 424 425

Atopic dermatitis

Sickle cell disease 201 328 73

All other Hospital (e)

4,448 4,514 4,730

All other Specialty Care Various 907 792 743

Oncology $ 15,612 $ 12,450 $ 12,794

Ibrance HR-positive/HER2-negative metastatic breast cancer 4,367 4,753 5,120

mCRPC, nmCRPC, mCSPC, nmCSPC

2,039 1,659 1,650

Locally advanced or metastatic urothelial cancer

Hodgkin lymphoma and certain T-cell lymphomas

Oncology biosimilars (g)

1,037 1,407 1,753

Advanced RCC 978 1,036 1,003

Lorbrena ALK-positive metastatic NSCLC

Philadelphia chromosome–positive chronic myelogenous leukemia 645 645 575

Braftovi/Mektovi

Metastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation;

and, for Braftovi for the treatment of BRAFV600E-mutant mCRC, in combination with Erbitux (cetuximab) (h) (after prior therapy) or cetuximab and mFOLFOX6

Unresectable or metastatic HER2-positive breast cancer;

RAS wild-type, HER2-positive unresectable or metastatic colorectal cancer 480 18 —

Recurrent or metastatic cervical cancer

Relapsed or refractory multiple myeloma

Recurrent or mCC

In combination with Xtandi (enzalutamide) for adult patients with HRR gene-mutated mCRPC;

treatment of BRCA gene-mutated, HER2-negative, inoperable or recurrent breast cancer

All other Oncology Various 1,670 1,729 1,846

BUSINESS INNOVATION (g)

PFIZER CENTREONE (i)

$ 1,146 $ 1,272 $ 1,342

Pfizer CentreOne (h)

PFIZER IGNITE

$ 82 $ 44 $ 7

Pfizer Ignite Various 44 7 —

$ 62,400 $ 58,237 $ 99,826

COMMERCIAL DIVISION (U.S.

Primary Care and U.S.

Specialty Care)

26,765 19,299 34,337

PFIZER ONCOLOGY DIVISION

11,567 8,450 8,583

PFIZER INTERNATIONAL COMMERCIAL DIVISION

24,068 30,488 56,905

Total Alliance revenues included above $ 8,388 $ 7,582 $ 8,537

(a) Excludes revenues for certain Comirnaty-related manufacturing activities performed on behalf of BioNTech, which are included in the PC1 contract development and manufacturing organization.

See footnote (h) below.

(b) Includes a non-cash revenue reversal of $ 3.5 billion recorded in the fourth quarter of 2023, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S.

Total Royalty revenues included above

$ 1,423 $ 1,058 $ 845

(a) Reflects Alliance revenues and product revenues.

(b) 2024 includes (i) a $ 771 million favorable final adjustment recorded in the first quarter to the estimated non-cash revenue reversal of $ 3.5 billion recorded in the fourth quarter of 2023, reflecting 5.1 million EUA-labeled treatment courses returned by the U.S.

government through February 29, 2024 versus the estimated 6.5 million treatment courses that were expected to be returned as of December 31, 2023, and (ii) $ 442 million of revenue recorded in the third quarter in connection with the creation of the U.S.

2023 includes a non-cash revenue reversal of $ 3.5 billion recorded in the fourth quarter, 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.

(d) Erbitux is a registered trademark of ImClone LLC.

(e) In March 2023, it was announced that our alliance with Merck KGaA to co-develop and co-commercialize Bavencio (avelumab) would terminate.

Effective June 30, 2023, Merck KGaA took full control of the global commercialization of Bavencio.

Beginning in the third quarter of 2023, the related profit share was replaced by a 15 % royalty to Pfizer on net sales of Bavencio, which was recorded in Other (income)/deductions––net .

We and Merck KGaA continue to operationalize our respective ongoing clinical trials for Bavencio;

and Merck KGaA controls all future R&D activities.

Bavencio is a registered trademark of Merck KGaA.

(f) Represents revenues from legacy Seagen products subsequent to the acquisition on December 14, 2023.

See Note 2 A .

(g) See Note 1 7A above for information about Business Innovation.

Prior-period financial information has been revised to reflect the current period presentation.

(h) PC1 includes revenues from our contract manufacturing, including certain Comirnaty-related manufacturing activities performed on behalf of BioNTech ($ 33 million for 2023, $ 188 million for 2022, and $ 320 million for 2021), and revenues from our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with former legacy Pfizer businesses/partnerships.

(d) In September 2024, we announced our voluntary withdrawal of all lots of Oxbryta for the treatment of sickle cell disease in all markets where it is approved, as well as the discontinuation of expanded access programs worldwide, 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 suggest an imbalance in vaso-occlusive crises and fatal events, which requires further assessment that remains ongoing.

(e) Includes, among other Hospital products, amounts previously presented as All other Anti-infectives and Ig Portfolio.

(f) Primarily reflects Alliance revenues and royalty revenues.

(g) Biosimilars are highly similar versions of approved and authorized biological medicines.

Oncology biosimilars primarily include Retacrit, Ruxience, Zirabev, Trazimera and Nivestym.

(h) Erbitux is a registered trademark of ImClone LLC.

(i) PC1 includes revenues from our contract manufacturing and our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with legacy Pfizer businesses/partnerships.

Remaining Performance Obligations–– Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty and Paxlovid to our customers totaled approximately $ 4 billion and $ 1 billion, respectively, as of December 31, 2024, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods.

2 unchanged sentences

Remaining performance obligations associated with contracts for other products and services were not significant as of December 31, 2024 or 2023.

Deferred Revenues–– Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers for supply of Paxlovid and Comirnaty.

The deferred revenues related to Paxlovid totaled $ 3.4 billion as of December 31, 2023, with $ 1.5 billion and $ 1.9 billion recorded in current liabilities and noncurrent liabilities, respectively, while deferred revenues related to Paxlovid were not material as of December 31, 2022.

The increase in Paxlovid deferred revenues during 2023 was primarily driven by the reversal of Paxlovid revenues and conversion of previously purchased EUA-labeled Paxlovid treatment courses into a volume-based credit under our October 2023 amended agreement with the U.S.

2024 Form 10-K

1 unchanged sentence

and Subsidiary Companies

The deferred revenues related to Comirnaty totaled $ 1.7 billion as of December 31, 2023, with $ 1.1 billion and $ 552 million recorded in current liabilities and noncurrent liabilities, respectively.

The deferred revenues related to Comirnaty totaled $ 2.5 billion as of December 31, 2022, with $ 2.4 billion and $ 77 million recorded in current liabilities and noncurrent liabilities, respectively.

The decrease in Comirnaty deferred revenues during 2023 was primarily the result of amounts recognized in Product revenues as we delivered the products to our customers, partially offset by additional advance payments received as we entered into amended contracts, as well as the impact of foreign exchange.

During 2023, we recognized revenue of approximately $ 2.2 billion that was included in the balance of Comirnaty deferred revenues as of December 31, 2022.

The deferred revenues related to Paxlovid and Comirnaty totaled $ 2.2 billion as of December 31, 2024, with $ 1.4 billion and $ 785 million recorded in current liabilities and noncurrent liabilities, respectively.

The deferred revenues related to Paxlovid and Comirnaty totaled $ 5.1 billion as of December 31, 2023, with $ 2.6 billion and $ 2.5 billion recorded in current liabilities and noncurrent liabilities, respectively.

The decrease in Paxlovid and Comirnaty deferred revenues during full-year 2024 was primarily driven by amounts recognized in Product revenues as we delivered the products to our customers (including $ 442 million associated with the U.S.

SNS for Paxlovid) as well as the aforementioned $ 771 million favorable final adjustment recorded in the first quarter of 2024 for Paxlovid, partially offset by additional advance payments received in 2024 as we entered into amended contracts.

During 2024, we recognized revenue of approximately $ 2.9 billion that was included in the balance of Paxlovid and Comirnaty deferred revenues as of December 31, 2023.

The Paxlovid and Comirnaty deferred revenues as of December 31, 2024 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues from December 2025 (which falls in our international first quarter of 2026) through 2028.

Deferred revenues associated with contracts for other products were not significant as of December 31, 2023 or 2022.

Deferred revenues associated with contracts for other products were not significant as of December 31, 2024 or December 31, 2023.

2024 Form 10-K

Selected Quarterly Financial Data (Unaudited)

and Subsidiary Companies

(MILLIONS, EXCEPT PER COMMON SHARE DATA) First Second Third Fourth

Total revenues

$ 14,879 $ 13,283 $ 17,702 $ 17,763

Costs and expenses (b)

11,355 12,133 12,674 17,023

Restructuring charges and certain acquisition-related costs (c)

102 1,254 313 750

Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss)

3,421 (103) 4,715 (10)

Provision/(benefit) for taxes on income/(loss) (d)

293 (134) 234 (421)

Income/(loss) from continuing operations 3,128 31 4,481 411

Discontinued operations––net of tax

Net income/(loss) before allocation to noncontrolling interests 3,123 48 4,473 418

Net income attributable to noncontrolling interests 8 7 8 8

Net income/(loss) attributable to Pfizer Inc.

common shareholders $ 3,115 $ 41 $ 4,465 $ 410

Earnings/(loss) per common share—basic:

Income/(loss) from continuing operations attributable to Pfizer Inc.

common shareholders

$ 0.55 $ 0.01 $ 0.79 $ 0.07

Discontinued operations––net of tax — — — —

Net income/(loss) attributable to Pfizer Inc.

common shareholders $ 0.55 $ 0.01 $ 0.79 $ 0.07

Earnings/(loss) per common share—diluted:

Income/(loss) from continuing operations attributable to Pfizer Inc.

common shareholders

$ 0.55 $ 0.01 $ 0.79 $ 0.07

Discontinued operations––net of tax — — — —

Net income/(loss) attributable to Pfizer Inc.

common shareholders

$ 0.55 $ 0.01 $ 0.78 $ 0.07

(a) Business development activities impacted our results of operations in 2024 .

See Note 1A .

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.

(b) The fourth quarter historically reflects higher costs in Cost of sales, Selling, informational and administrative expenses and Research and development expenses.

Cost of sales for all quarters reflects higher costs from our Seagen acquisition, inclusive of the amortization of the fair value step-up of inventory.

See Note 2A .

Certain asset impairments totaled $2.9 billion in the fourth quarter.

(c) The second quarter of 2024 primarily includes employee termination costs associated with our Manufacturing Optimization Program.

The fourth quarter of 2024 primarily includes charges for asset impairments, exit costs and employee termination costs associated with our Realigning our Cost Base Program.

(d) All periods reflect changes primarily the result of jurisdictional mix of earnings.

The third quarter reflects tax benefits related to the closing of the IRS audits covering multiple tax years and the fourth quarter reflects tax benefits related to the Transition Tax liability under the TCJA.

See Note 5A .

Basic and diluted EPS are computed independently for each of the periods presented.

Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.

2024 Form 10-K

Selected Quarterly Financial Data (Unaudited)

and Subsidiary Companies

(MILLIONS, EXCEPT PER COMMON SHARE DATA) First Second Third Fourth

Total revenues

$ 18,486 $ 13,007 $ 13,491 $ 14,570

Costs and expenses (b)

12,207 10,524 16,688 16,133

Restructuring charges and certain acquisition-related costs (c)

9 214 155 2,566

Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss) 6,270 2,269 (3,352) (4,129)

Provision/(benefit) for taxes on income/(loss) (d)

715 (71) (964) (795)

Income/(loss) from continuing operations 5,555 2,340 (2,388) (3,335)

Discontinued operations––net of tax

1 (2) 12 (26)

Net income/(loss) before allocation to noncontrolling interests 5,556 2,338 (2,376) (3,361)

Net income attributable to noncontrolling interests 13 11 6 8

Net income/(loss) attributable to Pfizer Inc.

common shareholders $ 5,543 $ 2,327 $ (2,382) $ (3,369)

Earnings/(loss) per common share—basic:

Income/(loss) from continuing operations attributable to Pfizer Inc.

common shareholders $ 0.98 $ 0.41 $ (0.42) $ (0.59)

Discontinued operations––net of tax — — — —

Net income/(loss) attributable to Pfizer Inc.

common shareholders $ 0.98 $ 0.41 $ (0.42) $ (0.60)

Earnings/(loss) per common share—diluted:

Income/(loss) from continuing operations attributable to Pfizer Inc.

common shareholders $ 0.97 $ 0.41 $ (0.42) $ (0.59)

Discontinued operations––net of tax — — — —

Net income/(loss) attributable to Pfizer Inc.

common shareholders $ 0.97 $ 0.41 $ (0.42) $ (0.60)

(a) On December 14, 2023, we completed the acquisition of Seagen.

In addition, other business development activities impacted our results of operations in 2023 .

See Note 1A .

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 second half of 2023.

(b) The fourth quarter historically reflects higher costs in Cost of sales, Selling, informational and administrative expenses and Research and development expenses.

The third quarter of 2023 reflects a non-cash charge of $5.6 billion to Cost of sales for inventory write-offs and related charges ($4.7 billion for Paxlovid and $0.9 billion for Comirnaty).

Certain asset impairments totaled $2.8 billion in the fourth quarter of 2023 recorded in Other (income)/deductions—net .

(c) The fourth quarter of 2023 primarily includes (i) charges of $1.5 billion for employee termination costs associated with our Realigning our Cost Base Program and (ii) integration and other costs of $587 million, mostly related to our acquisition of Seagen.

(d) All periods reflect changes primarily the result of the jurisdictional mix of earnings and the second quarter reflects the tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years.

See Note 5A .

Basic and diluted EPS are computed independently for each of the periods presented.

Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data