1 unchanged sentence
Disclosure Controls and Procedures
−Removed: As of the end of the period covered by this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: As of the end of the period covered by this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.
Changes in Internal Controls
−Removed: On December 14, 2023, we acquired Seagen.
−Removed: Other than the addition of Seagen’s operations to our internal control over financial reporting and any related changes in control to integrate Seagen into Pfizer, there has not been any change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: During our most recent fiscal quarter, there has not been any change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
2024 Form 10-K
5 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations except for the operations of Seagen Inc.
−Removed: and its subsidiaries (Seagen), which the Company acquired on December 14, 2023.
−Removed: Seagen’s operations represent 0.2% of the Company’s consolidated revenues for the year ended December 31, 2023, and assets associated with Seagen’s operations represent 22% of the Company’s consolidated total assets, as of December 31, 2023.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Seagen.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
35 unchanged sentences
Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024.
−Removed: The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations except for the operations of Seagen Inc.
−Removed: and its subsidiaries (Seagen), which the Company acquired on December 14, 2023.
−Removed: Seagen’s operations represent 0.2% of the Company’s consolidated revenues for the year ended December 31, 2023, and assets associated with Seagen’s operations represent 22% of the Company’s consolidated total assets, as of December 31, 2023.
The Company’s independent auditors have issued their auditors’ report on the Company’s internal control over financial reporting.
10 unchanged sentences
Information about our Directors is incorporated by reference from the discussion under the heading Item 1 — Election of Directors in our Proxy Statement.
−Removed: Information about the Pfizer Policies on Business Conduct governing our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, and the Code of Business Conduct and Ethics for Members of the Board of Directors, is incorporated by reference from the discussions under the headings Governance Overview — Pfizer Policies on Business Conduct and — Code of Conduct for Directors in our Proxy Statement.
+Added: Information about the Pfizer Policies on Business Conduct governing our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, the Code of Business Conduct and Ethics for Members of the Board of Directors and our other governance practices and policies, including our Insider Trading Policy , is incorporated by reference from the discussions under the headings Governance — Pfizer Policies on Business Conduct, — Code of Conduct for Directors and — Other Governance Practices and Policies in our Proxy Statement.
Information regarding the procedures by which our shareholders may recommend nominees to our Board of Directors is incorporated by reference from the discussion under the headings Item 1 — Election of Directors — Criteria for Board Membership and Annual Meeting Information—Submitting Proxy Proposals and Director Nominations for the 2026 Annual Meeting in our Proxy Statement.
19 unchanged sentences
• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
−Removed: • Consolidated Statements of Income
+Added: • Consolidated Statements of Operations
• Consolidated Statements of Comprehensive Income
3 unchanged sentences
• Notes to Consolidated Financial Statements
+Added: 2024 Form 10-K
15(a)(2) Financial Statement Schedules.
1 unchanged sentence
The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.
−Removed: 2023 Form 10-K
15(a)(3) Exhibits.
35 unchanged sentences
Fifth Supplemental Indenture, dated as of December 16, 2003, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, is incorporated by reference from Wyeth’s 2003 Annual Report on Form 10-K.
−Removed: Sixth Supplemental Indenture, dated as of November 14, 2005, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, is incorporated by reference from Wyeth’s Current Report on Form 8-K filed on November 15, 2005.
2024 Form 10-K
+Added: Sixth Supplemental Indenture, dated as of November 14, 2005, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, is incorporated by reference from Wyeth’s Current Report on Form 8-K filed on November 15, 2005.
Seventh Supplemental Indenture, dated as of March 27, 2007, between Wyeth and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, is incorporated by reference from Wyeth’s Current Report on Form 8-K filed on March 28, 2007.
33 unchanged sentences
Amendment No.
−Removed: 4 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees.
+Added: 4 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees is incorporated by reference from our 2023 Annual Report on Form 10-K.
Pfizer Supplemental Savings Plan is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 3, 2016.
9 unchanged sentences
5 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2018 Annual Report on Form 10-K.
+Added: 2024 Form 10-K
Amendment No.
2 unchanged sentences
7 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2019 Annual Report on Form 10-K.
−Removed: 2023 Form 10-K
Amendment No.
12 unchanged sentences
3 to Amended and Restated Deferred Compensation Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.
−Removed: Amendment No.
−Removed: 4 to Amended and Restated Deferred Compensation Plan.
+Added: Amended and Restated Deferred Compensation Plan (adopted in 2024) is incorporated by reference from our 2023 Annual Report on Form 10-K.
Wyeth 2005 (409A) Deferred Compensation Plan (frozen as of January 2012), together with certain Amendments, is incorporated by reference from our 2013 Annual Report on Form 10-K.
5 unchanged sentences
The form of Indemnification Agreement with each of the Named Executive Officers identified in our Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated by reference from our 1997 Annual Report on Form 10-K.
−Removed: Letter to Frank A.
−Removed: D’Amelio regarding replacement pension benefit dated August 22, 2007 is incorporated by reference from our Current
−Removed: Report on Form 8-K filed on August 22, 2007.
Executive Severance Plan is incorporated by referenced from our Current Report on Form 8-K filed on February 20, 2009.
13 unchanged sentences
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended, is incorporated by reference from our 2022 Annual Report on Form 10-K.
−Removed: Form of Special Award Letter Agreement is incorporated by reference from our Current Report on Form 8-K filed on October 28, 2009.
Offer Letter to G.
Mikael Dolsten, dated April 6, 2009, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 3, 2011.
−Removed: Form of Special Performance-Based Incentive Award Letter is incorporated by reference from our 2017 Annual Report on
−Removed: Form of Special Performance-Based Incentive Grant Letter is incorporated by reference from our 2017 Annual Report on
2019 Stock Plan is incorporated by reference from our Proxy Statement for the 2019 Annual Meeting of Shareholders.
+Added: Amended and Restated 2019 Stock Plan is incorporated by reference from our Proxy Statement for the 2024 Annual Meeting of Shareholders.
Time Sharing Agreement, dated July 9, 2020, between Pfizer Inc.
1 unchanged sentence
Executive Officer Cash Severance Policy is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended July 2, 2023.
+Added: Corporate Policy 604A:
+Added: Prohibition on Insider Trading.
Subsidiaries of the Company.
3 unchanged sentences
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 2023 Form 10-K
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 2024 Form 10-K
Certification by the Chief Executive Officer Pursuant to 18 U.S.C.
11 unchanged sentences
FORM 10-K SUMMARY
−Removed: 2023 Form 10-K
Under the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report was signed on behalf of the Registrant by the authorized person named below.
7 unchanged sentences
Under the requirements of the Securities Exchange Act of 1934, this report was signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated .
+Added: 2024 Form 10-K
Signature Title Date
10 unchanged sentences
Director February 27, 2025
+Added: /S/ MORTIMER J.
+Added: February 27, 2025
/S/ SUSAN DESMOND-HELLMANN
20 unchanged sentences
Director February 27, 2025
+Added: February 27, 2025
+Added: /S/ CYRUS TARAPOREVALA
+Added: Cyrus Taraporevala
Director February 27, 2025
1 unchanged sentence
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.