PFIZER INC - Annual Report: 2023 (Form 10-K)

)) ) ()Unrealized holding gains/(losses) on derivative financial instruments, net

Reclassification adjustments for (gains)/losses included in net income(a)

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

Reclassification adjustments for (gains)/losses included in net income(b)

() () ))()() ()()() ))()() )()()() )()() ()()() $ $ ()$()$ $()$ $ $

See Accompanying Notes.


Pfizer Inc.			2023 Form 10-K			55

Consolidated Statements of Cash Flows

Pfizer Inc. and Subsidiary Companies

))))))))


		Year Ended December 31,
(MILLIONS)		2023		2022	2021

Operating Activities
Net income before allocation to noncontrolling interests		$		$	$
Discontinued operations—net of tax		()			()
Net income from continuing operations before allocation to noncontrolling interests
Adjustments to reconcile net income before allocation to noncontrolling interests to net cash provided by/(used in) operating activities:
Depreciation and amortization
Asset write-offs and impairments
Deferred taxes		()		()	()
Share-based compensation expense
Benefit plan contributions in excess of expense/income		()		()	()
Inventory write-offs and related charges associated with COVID-19 products(a)
Other adjustments, net		()			()
Other changes in assets and liabilities, net of acquisitions and divestitures:
Trade accounts receivable					()
Inventories(a)		()		()	()
Other assets(b)		()		()	()
Trade accounts payable		()
Other liabilities(c)				()
Other tax accounts, net		()		()	()
Net cash provided by/(used in) operating activities from continuing operations
Net cash provided by/(used in) operating activities from discontinued operations					()
Net cash provided by/(used in) operating activities

Investing Activities
Purchases of property, plant and equipment		()		()	()
Purchases of short-term investments		()		()	()
Proceeds from redemptions/sales of short-term investments
Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of three months or less				()	()
Purchases of long-term investments		()		()	()
Proceeds from redemptions/sales of long-term investments
Acquisitions of businesses, net of cash acquired		()		()
Dividend received from the Consumer Healthcare JV(d)
Other investing activities, net		()		()	()
Net cash provided by/(used in) investing activities from continuing operations		()		()	()
Net cash provided by/(used in) investing activities from discontinued operations					()
Net cash provided by/(used in) investing activities		()		()	()

Financing Activities
Proceeds from short-term borrowings
Payments on short-term borrowings		()		()
Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less				()	()
Proceeds from issuances of long-term debt
Payments on long-term debt		()		()	()
Purchases of common stock				()
Cash dividends paid		()		()	()
Other financing activities, net		()		()






	$		$

(a) million for 2023 (including charges of $ million for Realigning our Cost Base Program and credits of $ million for Transforming to a More Focused Company program), $ million for 2022 (including charges of $ million for Transforming to a More Focused Company program) and $ million for 2021 (including charges of $ million for Transforming to a More Focused Company program).

(b)

(c) million that was recognized as a post-closing compensation expense for payments to Seagen employees in the fourth quarter of 2023 for the fair value of long-term incentive awards that vested upon closing and the expense for employee incentive awards issued in contemplation of the merger. 2022 costs mostly related to our acquisitions of Arena and GBT, including $ million in payments to Arena employees in the first quarter of 2022 and $ million in payments to GBT employees in the fourth quarter of 2022 for the fair value of previously unvested long-term incentive awards that was recognized as post-closing compensation expense. See Note 2A. 2021 costs primarily related to our acquisition of Trillium.

(d)

(e)

$ $ $ Provision

Utilization and other(a)

()()()()

Balance, December 31, 2022(b)

Provision

Utilization and other(a)

()()()()

Balance, December 31, 2023(c)

$ $ $ $

(a)Other activity

(b) million) and Other noncurrent liabilities ($ million).


Pfizer Inc.			2023 Form 10-K			72

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Note 4.

)$()$()

Interest expense(a)

Net interest expense(b)

Royalty-related income()()()

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

() ()

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

()()()Net periodic benefit costs/(credits) other than service costs()()()

Certain legal matters, net(e)

Certain asset impairments(f)

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

()()()

Other, net(h)

()()()

Other (income)/deductions––net

$()$ $()

(a) million in 2023, $ million in 2022 and $ million in 2021.

(b) 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.

billion related to our investment in Telavant Holdings, Inc. and unrealized gains of $ million related to our investment in Cerevel Therapeutics Holdings, Inc (Cerevel), partially offset by unrealized losses of $ million related to our investment in BioNTech. 2022 net losses included, among other things, unrealized losses of $ million related to investments in BioNTech, Allogene Therapeutics, Inc. and Arvinas. 2021 net gains included, among other things, unrealized gains of $ billion related to investments in BioNTech and Cerevel.

(d) million of net collaboration income from BioNTech related to Comirnaty.

(e)

(f) billion, of which $ billion is associated with our Biopharma segment ($ billion recorded in the fourth quarter), including: $ billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, $ million for Prevnar 13 developed technology rights ($ million for pediatric and $ million for adult), due to updated commercial forecasts mainly reflecting a transition to higher serotype coverage, and $ 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 $ 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: $ 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 $ million for developed technology rights due to updated commercial forecasts mainly reflecting competitive pressures. 2022 also included intangible asset impairment charges of $ million associated with PC1, related to finite-lived licensing agreements and reflected updated contract manufacturing forecasts reflecting changes to market dynamics.

(g)

million from our investment in ViiV and $ 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 $ 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 $ million from our investment in ViiV, (ii) income net of costs associated with TSAs of $ million and (iii) charges of $ 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 $ million, (ii) dividend income of $ million from our investment in ViiV and (iii) charges of $ million, reflecting the change in the fair value of contingent consideration.

$ $ $ $

Intangible assets––Developed technology rights(b)

Intangible assets––Licensing agreements and other(b)

Total$ $ $ $ $

(a)

(b)


Pfizer Inc.			2023 Form 10-K			73

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Note 5.

)$ $ International

Income from continuing operations before provision/(benefit) for taxes on income(a), (b)

$ $ $

(a)

(b)

$ $

State and local

()() Deferred income taxes:

Federal

()()()

State and local

()()()Total U.S. tax provision/(benefit)()()()International

Current income taxes

Deferred income taxes

()() Total international tax provision/(benefit)

Provision/(benefit) for taxes on income

$()$ $

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

2023 v. 2022

The tax benefit of $ billion for 2023 compared to the tax provision of $ billion for 2022 was primarily a result of changes in the jurisdictional mix of earnings and the resolution of uncertain tax positions in various markets. The 2023 pre-tax income included a greater percentage of expenses taxed at higher rates as compared to the 2022 pre-tax income, resulting in a 2023 tax benefit compared to the 2022 tax provision. These expenses included amortization expense, acquisition-related costs, restructuring charges and intangible asset impairment charges. The tax benefit for 2023 and the tax provision for 2022 included tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years. The tax provision for 2022 also included the closing of U.S. IRS audits covering five tax years.

2022 v. 2021

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

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

partially offset by:

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

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

We elected, with the filing of our 2018 U.S. Federal Consolidated Income Tax Return, to pay our initial estimated $ billion repatriation tax liability on accumulated post-1986 foreign earnings over eight years through 2026. The fifth annual installment of this liability was paid by its April 18, 2023 due date. The sixth annual installment is due April 15, 2024 and is reported in current Income taxes payable as of December 31, 2023. The remaining liability is reported in noncurrent Other taxes payable. Our obligations may vary as a result of changes in our uncertain tax positions and/or availability of attributes such as foreign tax and other credit carryforwards.


Pfizer Inc.			2023 Form 10-K			74

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

% % %

Taxation of non-U.S. operations(a), (b)

()()()

Tax settlements and resolution of certain tax positions(c)

()()()

Foreign-Derived Intangible Income deduction(d)

()()()

State & local taxes(e)

() ()

Charitable contributions

()()()

Certain Consumer Healthcare JV initiatives(c)

()U.S. R&D tax credit()()()

Interest(f)

All other, net(g)

()()

Effective tax rate for income from continuing operations

()% % %

(a)

(b)

(c)

(d)

(e)

(f)

(g)


Pfizer Inc.			2023 Form 10-K			75

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$()$ $()Accrued/deferred royalties — —

Deferred revenues(b)

— —

Inventories(c)

() ()

Intangible assets(d)

() ()Property, plant and equipment () ()

Employee benefits(e)

() ()Restructurings and other charges — — Legal and product liability reserves — —

Research and development(f)

— —

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

— — Unremitted earnings— ()— ()State and local tax adjustments — —

Investments(i)

() ()All other () () () ()Valuation allowances()— ()— Total deferred taxes$ $()$ $()

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

$ $

(a)

(b)

(d)

(e)

(f)

(g)

(h) billion and $ 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)

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

(k) billion, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized.

We have carryforwards, primarily related to net operating and capital losses, general business credits, foreign tax credits and charitable contributions, which are available to reduce future U.S. federal and/or state, as well as international, income taxes payable with either an indefinite life or expiring at various times from 2024 to 2043. Certain of our U.S. net operating losses and general business credits are subject to limitations under IRC Section 382.

As of December 31, 2023, we have not made a U.S. tax provision on $ billion of unremitted earnings of our international subsidiaries. As these earnings are intended to be indefinitely reinvested overseas, the determination of a hypothetical unrecognized deferred tax liability as of December 31, 2023 is not practicable. The amount of indefinitely reinvested earnings is based on estimates and assumptions and subject to management evaluation, and is subject to change in the normal course of business based on operational cash flow, completion of local statutory financial statements and the finalization of tax returns and audits, among other things. Accordingly, we regularly update our earnings and profits analysis for such events.

D. Tax Contingencies

For a description of our accounting policies associated with accounting for income tax contingencies, see Note 1Q.


Pfizer Inc.			2023 Form 10-K			76

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion and as of December 31, 2022, we had $ billion in net unrecognized tax benefits, excluding associated interest.

•Tax assets for uncertain tax positions primarily represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. As of December 31, 2023, we had $ billion in assets associated with uncertain tax positions. These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ billion) and Other taxes payable ($ million). As of December 31, 2022, we had $ billion in assets associated with uncertain tax positions. These amounts were included in Noncurrent deferred tax assets and other noncurrent tax assets ($ billion) and Other taxes payable ($ million).

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

)$()$()

Acquisitions

()() )() )) ()))))()())()$()$

(a)

Note 6.

)$()$ $ $()

Other comprehensive income/(loss)(b)

() ()()() $ $

(a) million as of December 31, 2023 and $ million as of December 31, 2022 were held in restricted trusts for U.S. non-qualified employee benefit plans.

(b)

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis––The carrying value of Long-term debt, excluding the current portion was $ billion as of December 31, 2023 and $ billion as of December 31, 2022. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $ billion as of December 31, 2023 and $ billion as of December 31, 2022.

The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities, long-term receivables and short-term borrowings not measured at fair value on a recurring basis were not significant as of December 31, 2023 and 2022. The fair value measurements of our held-to-maturity debt securities and short-term borrowings are based on Level 2 inputs. The fair value measurements of our long-term receivables and private equity securities are based on Level 3 inputs.


Pfizer Inc.			2023 Form 10-K			79

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ Available-for-sale debt securities Held-to-maturity debt securities Total Short-term investments$ $ Long-term investments

Equity securities with readily determinable fair values(b)

$ $ Available-for-sale debt securities Held-to-maturity debt securities

Private equity securities at cost(b)

Total Long-term investments

$ $ Equity-method investments

Total long-term investments and equity-method investments

$ $ Held-to-maturity cash equivalents$ $

(a)

(b)

Debt Securities

$ $()$ $ $ $ $ $ $()$

Government and agency––U.S.

Corporate and other () ()

Held-to-maturity debt securities

Time deposits and other

Government and agency––non-U.S.

Total debt securities$ $ $()$ $ $ $ $ $ $()$

Any expected credit losses to these portfolios would be immaterial to our financial statements.

Equity Securities

)$ $()Less: Net (gains)/losses recognized during the period on equity securities sold during the period()()()

Net unrealized (gains)/losses during the reporting period on equity securities still held at the reporting date(b)

$ $ $()

(a)

(b) million and upward adjustments of $ million. Impairments, downward and upward adjustments were not material to our operations in 2023, 2022 and 2021.


Pfizer Inc.			2023 Form 10-K			80

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ Current portion of long-term debt, principal amount

Other short-term borrowings, principal amount(b)

Total short-term borrowings, principal amount

Net fair value adjustments related to hedging and purchase accounting

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

Total Short-term borrowings, including current portion of long-term debt, carried at historical proceeds, as adjusted

$ $

(a)% as of December 31, 2023.

(b)

As of December 31, 2023, we had access to a total of $ billion in committed U.S. revolving credit facilities, consisting of an $ billion facility maturing in October 2024 and a $ billion facility maturing in October 2028, which may be used for general corporate purposes including to support our global commercial paper borrowings. In addition to the U.S. revolving credit facilities, our lenders have provided us an additional $ million in lines of credit, of which $ million expire within one year. Essentially all lines of credit were unused as of December 31, 2023.

% for 2022)(a)$ $

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

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

Notes due 2027 (% for 2023 and 2022)

Notes due 2028 (% for 2023 and % for 2022)

Notes due 2029 (% for 2023 and 2022)

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

Notes due 2035-2039 (% for 2023 and 2022)

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

Notes due 2045-2049 (% for 2023 and 2022)

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

Total long-term debt, principal amount Net fair value adjustments related to hedging and purchase accounting Net unamortized discounts, premiums and debt issuance costs()()Other long-term debt Total long-term debt, carried at historical proceeds, as adjusted$ $

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

$ $

(a)

Issuances

%May 19, 2025$

May 19, 2026

May 19, 2028

May 19, 2030

May 19, 2033

May 19, 2043

May 19, 2053

May 19, 2063

Total long-term debt issued in 2023(c)


Pfizer Inc.			2023 Form 10-K			81

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(b)

(c)%.

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

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

Changes in fair value are reported in earnings or in Other comprehensive income/(loss), depending on the nature and purpose of the financial instrument (hedge or offset relationship). For certain foreign exchange contracts, we exclude an amount from the assessment of hedge effectiveness and recognize the excluded amount through an amortization approach in earnings. The hedge relationships are as follows:

•Generally, we recognize the gains and losses on foreign exchange contracts that are designated as fair value hedges in earnings upon the recognition of the change in fair value of the hedged item. We also recognize the offsetting foreign exchange impact attributable to the hedged item in earnings.

•Generally, we record in Other comprehensive income/(loss) gains or losses on foreign exchange contracts that are designated as cash flow hedges and reclassify those amounts into earnings in the same period or periods during which the hedged transaction affects earnings.

•We record in Other comprehensive income/(loss)––Foreign currency translation adjustments, net the foreign exchange gains and losses related to foreign exchange-denominated debt and foreign exchange contracts designated as a hedge of our net investments in foreign subsidiaries and reclassify those amounts into earnings upon the sale or substantial liquidation of our net investments.

•For foreign exchange contracts not designated as hedging instruments, we recognize the gains and losses immediately into earnings along with the earnings impact of the items they generally offset. These contracts take the opposite currency position of that reflected on the balance sheet to counterbalance the effect of any currency movement.

Interest Rate Risk––Our interest-bearing investments and borrowings are subject to interest rate risk. Depending on market conditions, we may change the profile of our outstanding debt or investments by entering into derivative financial instruments like interest rate swaps, either to hedge or offset the exposure to changes in the fair value of hedged items with fixed interest rates, or to convert variable rate debt or investments to fixed rates. The derivative financial instruments primarily hedge U.S. dollar fixed-rate debt.

We recognize the change in fair value on interest rate contracts that are designated as fair value hedges in earnings, as well as the offsetting earnings impact of the hedged risk attributable to the hedged item.

$ $ $ $ $

Interest rate contracts

Derivatives not designated as hedging instruments:

Foreign exchange contracts

$ $ Total$ $ $ $

(a) billion as of December 31, 2023 and $ billion as of December 31, 2022.


Pfizer Inc.			2023 Form 10-K			82

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ $ $

Foreign exchange contracts(b)

— —

Amount excluded from effectiveness testing and amortized into earnings(c)

— —

Derivative Financial Instruments in Fair Value Hedge Relationships:

Interest rate contracts

()— — — —

Hedged item

() — — — —

Derivative Financial Instruments in Net Investment Hedge Relationships:

Foreign exchange contracts— — ()

Amount excluded from effectiveness testing and amortized into earnings(c)

— —

Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):

Foreign currency short-term borrowings— — Foreign currency long-term debt— — ()

Derivative Financial Instruments Not Designated as Hedges:

Foreign exchange contracts ()— — — — $ $()$ $ $ $

(a)

(b) million in 2023 and a net gain of $ million in 2022. The remaining amounts were reclassified from OCI into OID. Based on year-end foreign exchange rates that are subject to change, we expect to reclassify a pre-tax gain of $ million within the next 12 months into income. The maximum length of time over which we are hedging our exposure to the variability in future foreign exchange cash flows is approximately years and relates to foreign currency debt.

(c)

(d) million and $ million, respectively.

$ $ $ $ $ Long-term debt$ $()$ $ $()$

(a)


Pfizer Inc.			2023 Form 10-K			83

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

million, for which we have posted collateral of $ million with a corresponding amount reported in Short-term investments. As of December 31, 2023, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $ million, for which we have received collateral of $ million with a corresponding amount reported in Short-term borrowings, including current portion of long-term debt.

Note 8.

$ Work-in-process Raw materials and supplies

Inventories(a)

$ $

Noncurrent inventories not included above(b)

$ $

(a) billion reflects an increase of approximately $ 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 $ billion in inventory write-offs for Paxlovid and Comirnaty.

(b) billion is primarily driven by inventory write-offs for Paxlovid of $ billion and, to a lesser extent, inventory write-offs for Comirnaty of $ billion, offset to a large extent by an increase of approximately $ billion representing acquired Seagen inventory, inclusive of the fair value step-up (see Note 2A). The charges and corresponding inventory write-offs were based on our analysis of Paxlovid and Comirnaty inventory levels as of December 31, 2023 in relation to our commercial outlook for both products. Based on current estimates and assumptions, there are no recoverability issues for these amounts.

B. Other Current Liabilities

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

C. Supplier Finance Program Obligation

We maintain voluntary supply chain finance agreements with several participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Pfizer to these financial institutions. Our suppliers negotiate their financing agreements directly with the respective financial institutions and we are not a party to these agreements. We have no economic interest in our suppliers’ decision to participate and we pay the financial institutions the stated amount of confirmed invoices on the original maturity dates, which is generally within to days of the invoice date. The agreements with the financial institutions do not require Pfizer to provide assets pledged as security or other forms of guarantees for the supplier finance program. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within trade payables in our consolidated balance sheet. As of December 31, 2023 and December 31, 2022, respectively, $ million and $ million of our trade payables to suppliers who participate in these financing arrangements were outstanding.

Note 9.

$ Buildings

Machinery and equipment

Furniture, fixtures and other

Construction in progress- Less: Accumulated depreciation Property, plant and equipment$ $


Pfizer Inc.			2023 Form 10-K			84

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ Developed Europe Developed Rest of World Emerging Markets Property, plant and equipment$ $

Note 10.

$()$ $ $()$ Brands () ()

Licensing agreements and other(b)

() () () () Indefinite-lived intangible assetsBrands

IPR&D(c)

) Rate to which the cost trend rate is assumed to decline % %Year that the rate reaches the ultimate trend rate2047 2045


Pfizer Inc.			2023 Form 10-K			87

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ $ $ $ $ Service cost Interest cost Employee contributions Plan amendments

Changes in actuarial assumptions and other(b)

()()()() ()Foreign exchange impact () ()()()

Upjohn spin-off

Acquisitions/divestitures, net () — Curtailments and special termination benefits ()()()

Settlements(c)

()()()() ()Benefits paid()()()()()()

Benefit obligation, ending(a)

Change in plan assets

Fair value of plan assets, beginning

Actual return on plan assets ()()() ()Company contributions () Employee contributions Foreign exchange impact ()

Upjohn spin-off

Acquisitions/divestitures, net—

Settlements(c)

()()()() ()Benefits paid()()()()()()Fair value of plan assets, ending Funded status$ $()$()$()$ $ Amounts recorded in our consolidated balance sheet:Noncurrent assets$ $ $ $ $ $ Current liabilities()()()()()()Noncurrent liabilities()()()()()()Funded status$ $()$()$()$ $

Pre-tax components of cumulative amounts recognized in Accumulated other comprehensive loss:

Prior service (costs)/credits$()$()$()$()$ $

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

Fair value of plan assets

$— $ $ $ ABO

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

Fair value of plan assets$— $ $ $ PBO The following provides an analysis of the changes in our more significant investments valued using significant unobservable inputs:))) $

(a) million.


Pfizer Inc.			2023 Form 10-K			93

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ $ TSRUs Vested

TSRUs Expected to vest(d)

$ Outstanding PTUs converted from TSRUs exercised $

(a) TSRUs with a weighted-average grant price of $ per unit.

(b) TSRUs with a weighted-average grant price of $ per unit were converted into PTUs.

(c)

(d).

$ Granted Exercised() Forfeited() Expired()

Outstanding, December 31, 2023

Vested and expected to vest, December 31, 2023(b)

Exercisable, December 31, 2023

$ $

(a)

(b)

Note 14.

$ $ Discontinued operations––net of tax() ()Net income attributable to Pfizer Inc. common shareholders$ $ $ EPS Denominator Weighted-average number of common shares outstanding––Basic Common-share equivalents Weighted-average number of common shares outstanding––Diluted

Anti-dilutive common stock equivalents(a)

(a)

Note 15.

to years, some of which include options to terminate or extend leases for up to to years or on a month-to-month basis. We include options that are reasonably certain to be exercised as part of the determination of lease terms. We may negotiate termination clauses in anticipation of any changes in market conditions, but generally these termination options have not been exercised. Residual value guarantees are generally not included within our operating leases with the exception of some fleet leases. In addition to base rent payments, the leases may require us to pay directly for taxes and other non-lease components, such as insurance, maintenance and other operating expenses, which may be dependent on usage or vary month-to-month. Variable lease payments amounted to $ million in 2023, $ million in 2022 and $ million in 2021. We elected the practical expedient to not separate non-lease components from lease components in calculating the amounts of ROU assets and lease liabilities for all underlying asset classes.

We determine if an arrangement is a lease at inception of the contract and we perform the lease classification test as of the lease commencement date. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date


Pfizer Inc.			2023 Form 10-K			94

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ Lease liabilities (short-term)Other current liabilities Lease liabilities (long-term)Other noncurrent liabilities $ $ Variable lease cost Sublease income()()()Total lease cost$ $ $


Other supplemental information follows:
	As of December 31,
(MILLIONS)	2023		2022
Operating leases
Weighted-Average Remaining Contractual Lease Term (Years)
Weighted-Average Discount Rate		%		%

))))


		Year Ended December 31,
(MILLIONS)		2023		2022	2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$		$	$
	$		$

Revenues exceeded $500 million in each of , and countries outside the U.S. in 2023, 2022 and 2021, respectively. The U.S. is the only country to contribute more than % of total revenue in 2023, 2022 and 2021. As a percentage of revenues, our largest country outside the U.S. was Japan, which contributed % of total revenue in 2023, % of total revenue in 2022 and % of total revenue in 2021.

billion in the fourth quarter of 2023, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated million treatment courses of EUA-labeled U.S. government inventory. We will convert these treatment courses previously purchased by the U.S. government to a volume-based credit, based on the actual number of treatment courses that are returned by the U.S. government, which will support continued access to Paxlovid through a U.S. government patient assistance program operated by Pfizer. Therefore, we expect the patient assistance program will provide an estimated 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 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 million treatment courses are delivered, there is no remaining cash consideration for these treatment courses. % % %

Cencora, Inc. (formerly AmerisourceBergen Corporation)

% % %Cardinal Health, Inc. % % %

U.S. 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.


Pfizer Inc.			2023 Form 10-K			104

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

% and % of total trade accounts receivable as of December 31, 2023 and December 31, 2022, respectively. Accounts receivable from the U.S. government as of December 31, 2023 and December 31, 2022 were not material to our consolidated financial statements.

Significant Revenues by Product

$ $

GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA)

$ $ $ Primary Care$ $ $

Comirnaty direct sales and alliance revenues(a)

Active immunization to prevent COVID-19

Eliquis alliance revenues and direct sales

Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism Prevnar familyActive immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae

Paxlovid(b)

COVID-19 in certain high-risk patients

Nurtec ODT/VyduraAcute treatment of migraine and prevention of episodic migraine

Abrysvo

Active immunization to prevent RSV infection

Premarin family

Symptoms of menopause

BMP2

Bone graft for spinal fusion

FSME-IMMUN/TicoVacActive immunization to prevent tick-borne encephalitis disease

Nimenrix

Active immunization against invasive meningococcal ACWY disease TrumenbaActive immunization to prevent invasive disease caused by Neisseria meningitidis group B All other Primary CareVarious Specialty Care$ $ $ Vyndaqel familyATTR-CM and polyneuropathy

Xeljanz

RA, PsA, UC, active polyarticular course juvenile idiopathic arthritis, ankylosing spondylitis

Enbrel (Outside the U.S. and Canada)

RA, juvenile idiopathic arthritis, PsA, plaque psoriasis, pediatric plaque psoriasis, ankylosing spondylitis and nonradiographic axial spondyloarthritis

Sulperazon

Bacterial infections

Ig Portfolio(c)

Various

Genotropin

Replacement of human growth hormone ZaviceftaBacterial infections Inflectra

Crohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis

BeneFIXHemophilia B ZithromaxBacterial infections MedrolAnti-inflammatory glucocorticoid OxbrytaSickle cell disease

Somavert

Acromegaly

Fragmin

Treatment/prevention of venous thromboembolism

ReFacto AF/Xyntha

Hemophilia A

Cresemba

Fungal infections

Vfend

Fungal infections

Bicillin

Bacterial infections

Cibinqo

Atopic dermatitis

All other Anti-infectives

Various All other Specialty CareVarious Oncology$ $ $ IbranceHR-positive/HER2-negative metastatic breast cancer Xtandi alliance revenues

mCRPC, nmCRPC, mCSPC, nmCSPC

Inlyta

Advanced RCC

Bosulif

Philadelphia chromosome–positive chronic myelogenous leukemia Lorbrena

ALK-positive metastatic NSCLC

ZirabevTreatment of mCRC; unresectable, locally advanced, recurrent or metastatic NSCLC; recurrent glioblastoma; metastatic RCC; and persistent, recurrent or metastatic cervical cancer


Pfizer Inc.			2023 Form 10-K			105

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Xalkori

ALK-positive and Proto-Oncogene 1, Receptor Tyrosine Kinase-positive advanced NSCLC RetacritAnemia AromasinPost-menopausal early and advanced breast cancer BesponsaRelapsed or refractory B-cell acute lymphoblastic leukemia

Braftovi

In combination with Mektovi for metastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation; and

In combination with Erbitux (cetuximab)(d) for the treatment of BRAFV600E-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

Sutent

Advanced and/or metastatic RCC, adjuvant RCC, refractory gastrointestinal stromal tumors (after disease progression on, or intolerance to, imatinib mesylate) and advanced pancreatic neuroendocrine tumor

Mektovi

In combination with Braftovi for metastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation

Trazimera

HER2-positive breast cancer and metastatic stomach cancers

Padcev(f)

Locally advanced or metastatic urothelial cancer

Adcetris(f)

Hodgkin lymphoma and certain T-cell lymphomas

Tukysa(f)

Unresectable or metastatic HER2-positive breast cancer; RAS wild-type, HER2-positive unresectable or metastatic colorectal cancer

Tivdak(f)

Recurrent or metastatic cervical cancer

All other OncologyVarious

BUSINESS INNOVATION(g)

$ $ $

Pfizer CentreOne(h)

Various

Pfizer IgniteVarious Total Alliance revenues included above$ $ $

(a)

(b) 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 million treatment courses of EUA-labeled U.S. government inventory.

(c)

(d)

(e)% 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)

(g)

(h) million for 2023, $ million for 2022, and $ million for 2021), and revenues from our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with former legacy Pfizer businesses/partnerships.

Remaining Performance Obligations––Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty and Paxlovid to our customers totaled approximately $ billion and $ billion, respectively, as of December 31, 2023, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue from 2024 through 2028, the timing of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal fourth quarter of 2023 and exclude arrangements with an original expected contract duration of less than one year. Remaining performance obligations associated with contracts for other products and services were not significant as of December 31, 2023 or 2022.

Deferred Revenues––Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers for supply of Paxlovid and Comirnaty.

The deferred revenues related to Paxlovid totaled $ billion as of December 31, 2023, with $ billion and $ billion recorded in current liabilities and noncurrent liabilities, respectively, while deferred revenues related to Paxlovid were not material as of December 31, 2022. The increase in Paxlovid deferred revenues during 2023 was primarily driven by the reversal of Paxlovid revenues and conversion of previously purchased EUA-labeled Paxlovid treatment courses into a volume-based credit under our October 2023 amended agreement with the U.S. government.


Pfizer Inc.			2023 Form 10-K			106

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion as of December 31, 2023, with $ billion and $ million recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Comirnaty totaled $ billion as of December 31, 2022, with $ billion and $ 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 $ billion that was included in the balance of Comirnaty deferred revenues as of December 31, 2022.

The Paxlovid and Comirnaty deferred revenues as of December 31, 2023 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues from December 2024 (which falls in our international first quarter of 2025) through 2028. Deferred revenues associated with contracts for other products were not significant as of December 31, 2023 or 2022.


ITEM 9.			CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A.			CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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). 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

On December 14, 2023, we acquired Seagen. 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.


Pfizer Inc.			2023 Form 10-K			107

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Pfizer Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Pfizer Inc. and Subsidiary Companies’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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.

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. and its subsidiaries (Seagen), which the Company acquired on December 14, 2023. 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. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Seagen.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


New York, New York

February 22, 2024


Pfizer Inc.			2023 Form 10-K			108

Management’s Report on Internal Control Over Financial Reporting

Management’s Report

We prepared and are responsible for the financial statements that appear in this Form 10-K. These financial statements are in conformity with accounting principles generally accepted in the United States of America and, therefore, include amounts based on informed judgments and estimates. We also accept responsibility for the preparation of other financial information that is included in this document.

Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2023.

The Company’s independent auditors have issued their auditors’ report on the Company’s internal control over financial reporting. That report appears above in this Form 10-K.



Albert Bourla
Chairman and Chief Executive Officer


David M. Denton						Jennifer B. Damico
Principal Financial Officer						Principal Accounting Officer

February 22, 2024


Pfizer Inc.			2023 Form 10-K			109


ITEM 9B.			OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.


PART III


ITEM 10.			DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Directors is incorporated by reference from the discussion under the heading Item 1—Election of Directors in our Proxy Statement. 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. 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 2025 Annual Meeting in our Proxy Statement. Information about our Audit Committee, including the members of the Committee, and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading Governance Overview—Board and Committee Information—Board Committees—The Audit Committee in our Proxy Statement. The balance of the information required by this item is contained in the discussion entitled Information about Our Executive Officers in this Form 10-K.


ITEM 11.			EXECUTIVE COMPENSATION

Information about Director and executive compensation is incorporated by reference from the discussion under the headings Non-Employee Director Compensation; Executive Compensation; and Governance Overview—Board and Committee Information—Board Committees—The Compensation Committee—Compensation Committee Interlocks and Insider Participation in our Proxy Statement.


ITEM 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated by reference from the discussion under the headings Executive Compensation—Compensation Tables—Equity Compensation Plan Information and Securities Ownership in our Proxy Statement.


ITEM 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information about certain relationships and transactions with related parties is incorporated by reference from the discussion under the headings Governance Overview—Other Governance Practices and Policies—Related Person Transactions and Indemnification and —Transactions with Related Persons in our Proxy Statement. Information about director independence is incorporated by reference from the discussion under the heading Item 1—Election of Directors—Director Independence in our Proxy Statement.


ITEM 14.			PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is , , Auditor Firm ID: . Information about the fees for professional services rendered by our independent registered public accounting firm in 2023 and 2022 is incorporated by reference from the discussion under the heading Item 2—Ratification of Selection of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees in our Proxy Statement. Our Audit Committee’s policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is incorporated by reference from the discussion under the heading Item 2—Ratification of Selection of Independent Registered Public Accounting Firm—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services in our Proxy Statement.


PART IV


ITEM 15.			EXHIBITS, FINANCIAL STATEMENT SCHEDULES

15(a)(1) Financial Statements. The following consolidated financial statements, related notes and report of independent registered public accounting firm are set forth in Item 8. Financial Statements and Supplementary Data in this Form 10-K:

•Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

•Consolidated Statements of Income

•Consolidated Statements of Comprehensive Income

•Consolidated Balance Sheets

•Consolidated Statements of Equity

•Consolidated Statements of Cash Flows

•Notes to Consolidated Financial Statements

15(a)(2) Financial Statement Schedules. Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.


Pfizer Inc.			2023 Form 10-K			110

15(a)(3) Exhibits. These exhibits are available upon request. Requests should be directed to our Corporate Secretary, Pfizer Inc., 66 Hudson Boulevard East, New York, New York 10001-2192. The exhibit numbers preceded by an asterisk (*) indicate exhibits filed with this Form 10-K. All other exhibit numbers indicate exhibits filed by incorporation by reference. Exhibit numbers 10.1 through 10.50 are management contracts or compensatory plans or arrangements.



2.1						Stock and Asset Purchase Agreement, dated December 19, 2018, by and among us, GlaxoSmithKline plc and GlaxoSmithKline Consumer Healthcare Holdings Limited is incorporated by reference from our 2018 Annual Report on Form 10-K. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Stock and Asset Purchase Agreement.)

2 .2						Agreement and Plan of Merger, by and among Pfizer Inc., Aris Merger Sub, Inc. and Seagen Inc., dated as of March 12, 2023 is incorporated by reference from our Current Report on Form 8-K filed on March 13, 2023.

3.1						Our Restated Certificate of Incorporation dated December 14, 2020, is incorporated by reference from our Current Report on Form 8-K filed on December 14, 2020.

3.2						Our By-laws, as amended on December 9, 2022, are incorporated by reference from our Current Report on Form 8-K filed on December 13, 2022.

4.1						Indenture, dated as of January 30, 2001, between us and The Chase Manhattan Bank, is incorporated by reference from our Current Report on Form 8-K filed on January 30, 2001.

4.2						First Supplemental Indenture, dated as of March 24, 2009, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 28, 2009.

4.3						Second Supplemental Indenture, dated as of June 2, 2009, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on June 3, 2009.

4.4						Third Supplemental Indenture, dated as of June 3, 2013, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on June 3, 2013.

4.5						Fourth Supplemental Indenture, dated as of May 15, 2014, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on May 15, 2014.

4.6						Fifth Supplemental Indenture, dated as of October 5, 2015, between us and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on October 6, 2015.

4.7						Sixth Supplemental Indenture, dated as of June 3, 2016, between us and The Bank of New York Mellon (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (National Association)))), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on June 3, 2016.

4.8						Seventh Supplemental Indenture, dated as of November 21, 2016, between us and The Bank of New York Mellon (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (National Association)))), as trustee, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on November 21, 2016.

4.9						Eighth Supplemental Indenture, dated as of March 17, 2017, among us, The Bank of New York Mellon (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (successor to the Chase Manhattan Bank (National Association)))), as trustee, and The Bank of New York Mellon, London Branch, as paying agent, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on March 17, 2017.

4.10						Ninth Supplemental Indenture, dated as of March 6, 2017, among us, The Bank of New York Mellon (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (National Association)))), as trustee, and The Bank of New York Mellon, London Branch, as paying agent and calculation agent, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on March 6, 2017.

4.11						Tenth Supplemental Indenture, dated as of December 19, 2017, among us, The Bank of New York Mellon (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (National Association)))), as trustee, and The Bank of New York Mellon, London Branch, as paying agent, to Indenture dated as of January 30, 2001, is incorporated by reference from our Current Report on Form 8-K filed on December 19, 2017.

4.12						Indenture, dated as of April 10, 1992, between Wyeth (formerly American Home Products Corporation) and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, is incorporated by reference from Wyeth’s Registration Statement on Form S-3, filed on January 18, 1995.

4.13						Supplemental Indenture, dated as of October 13, 1992, 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 Registration Statement on Form S-3, filed on January 18, 1995.

4.14						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.

4.15						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.


Pfizer Inc.			2023 Form 10-K			111


4.16						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.

4.17						Eighth Supplemental Indenture, dated as of October 30, 2009, between Wyeth, us and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as trustee, to Indenture dated as of April 10, 1992 (as amended on October 13, 1992), is incorporated by reference from our Current Report on Form 8-K filed on November 3, 2009.

4.18						Indenture, dated as of September 7, 2018, between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on September 7, 2018.

4.19						First Supplemental Indenture, dated as of September 7, 2018, between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on September 7, 2018.

4.20						Second Supplemental Indenture, dated as of March 11, 2019, between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on March 11, 2019.

4.21						Third Supplemental Indenture, dated as of March 27, 2020, between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on March 27, 2020.

4.22						Fourth Supplemental Indenture, dated as of May 28, 2020, between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on May 28, 2020.

4 .23						Fifth Supplemental Indenture, dated as of August 18, 2021 between us and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on August 18, 2021.
4.24						Indenture, dated as of May 19, 2023, among Pfizer Investment Enterprises Pte. Ltd., Pfizer Inc. and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on May 19, 2023.

4.25						First Supplemental Indenture, dated as of May 19, 2023, among Pfizer Investment Enterprises Pte. Ltd., Pfizer Inc. and The Bank of New York Mellon, as trustee, is incorporated by reference from our Current Report on Form 8-K filed on May 19, 2023.

*4.26						Description of Pfizer’s Securities.

4.27						Except as set forth in Exhibits 4.1-4.26 above, the instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries have been omitted. We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.

10.1						2001 Stock and Incentive Plan is incorporated by reference from our Proxy Statement for the 2001 Annual Meeting of Shareholders.

10.2						Pfizer Inc. 2004 Stock Plan, as Amended and Restated is incorporated by reference from our 2011 Annual Report on Form 10-K.

10.3						Amendment No. 1 to Pfizer 2004 Stock Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.4						Pfizer Inc. 2014 Stock Plan is incorporated by reference from our Proxy Statement for the 2014 Annual Meeting of Shareholders.

10.5						Amendment No. 1 to Pfizer Inc. 2014 Stock Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

1 0.6						Form of Acknowledgment and Consent and Summary of Key Terms for Grants of RSUs, TSRUs, PPSs and PSAs is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 2, 2023.

10.7						Form of Executive Grant Letter is incorporated by reference from our 2015 Annual Report on Form 10-K.

10.8						Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees is incorporated by reference from our 2017 Annual Report on Form 10-K.

10.9						Amendment No. 1 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees is incorporated by reference from our 2018 Annual Report on Form 10-K.

10.10						Amendment No. 2 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.11						Amendment No. 3 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees is incorporated by reference from our 2022 Annual Report on Form 10-K.

*10.12						Amendment No. 4 to the Pfizer Consolidated Supplemental Pension Plan for United States and Puerto Rico Employees.
10.13						Pfizer Supplemental Savings Plan is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended April 3, 2016.

10.14						Amendment No. 1 to the Pfizer Supplemental Savings Plan (Amended and Restated as of January 1, 2016), is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended October 1, 2017.

10.15						Amendment No. 2 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2017 Annual Report on Form 10-K.

10.16						Amendment No. 3 to the Pfizer Supplemental Savings Plan is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended September 30, 2018.

10.17						Amendment No. 4 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2018 Annual Report on Form 10-K.

10.18						Amendment No. 5 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2018 Annual Report on Form 10-K.

10.19						Amendment No. 6 to the Pfizer Supplemental Savings Plan is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 30, 2019.

10.20						Amendment No. 7 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2019 Annual Report on Form 10-K.


Pfizer Inc.			2023 Form 10-K			112


10.21						Amendment No. 8 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.22						Amendment No. 9 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.23						Amendment No. 10 to the Pfizer Supplemental Savings Plan is incorporated by reference from our 2022 Annual Report on Form 10-K.

10.24						Amended and Restated Pfizer Inc. Global Performance Plan is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended October 1, 2023.

10.25						Amended and Restated Deferred Compensation Plan is incorporated by reference from our 2012 Annual Report on Form 10-K.

10.26						Amendment to Amended and Restated Deferred Compensation Plan, dated June 20, 2013, is incorporated by reference from our 2013 Annual Report on Form 10-K.

10.27						Amendment No. 2 to Amended and Restated Deferred Compensation Plan, dated April 27, 2016, is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended July 3, 2016.

10.28						Amendment No. 3 to Amended and Restated Deferred Compensation Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

*10.29						Amendment No. 4 to Amended and Restated Deferred Compensation Plan.
10.30						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.

10.31						Amendment No. 2 to Wyeth 2005 (409A) Deferred Compensation Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.32						Amended and Restated Wyeth Supplemental Employee Savings Plan (effective as of January 1, 2005 and frozen as of January 2012), together with all material Amendments is incorporated by reference from our 2011 Annual Report on Form 10-K.

10.33						Amendment to Amended and Restated Wyeth Supplemental Employee Savings Plan, dated June 20, 2013, is incorporated by reference from our 2013 Annual Report on Form 10-K.

10.34						The form of Indemnification Agreement with each of our non-employee Directors is incorporated by reference from our 1996 Annual Report on Form 10-K.

10.35						The form of Indemnification Agreement with each of the Named Executive Officers identified in our Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated by reference from our 1997 Annual Report on Form 10-K.

10.36						Letter to Frank A. D’Amelio regarding replacement pension benefit dated August 22, 2007 is incorporated by reference from our Current Report on Form 8-K filed on August 22, 2007.

10.37						Pfizer Inc. Executive Severance Plan is incorporated by referenced from our Current Report on Form 8-K filed on February 20, 2009.

10.38						Amendment No. 1 to the Pfizer Inc. Executive Severance Plan is incorporated by reference from our 2018 Annual Report on Form 10-K.

10.39						Amendment No. 2 to the Pfizer Inc. Executive Severance Plan is incorporated by reference from our 2019 Annual Report on Form 10-K.

10.40						Amendment No. 3 to the Pfizer Inc. Executive Severance Plan is incorporated by reference from our 2020 Annual Report on Form 10-K.

10.41						Amendment No. 4 to the Pfizer Inc. Executive Severance Plan is incorporate by reference from our 2022 Annual Report on Form 10-K.

10.42						Annual Retainer Unit Award Plan (for Non-Employee Directors) (frozen as of March 1, 2006) as amended, is incorporated by reference from our 2008 Annual Report on Form 10-K.

10.43						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.

10.44						Form of Special Award Letter Agreement is incorporated by reference from our Current Report on Form 8-K filed on October 28, 2009.

10.45						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.

10.46						Form of Special Performance-Based Incentive Award Letter is incorporated by reference from our 2017 Annual Report on Form 10-K.

10.47						Form of Special Performance-Based Incentive Grant Letter is incorporated by reference from our 2017 Annual Report on Form 10-K.

10.48						Pfizer Inc. 2019 Stock Plan is incorporated by reference from our Proxy Statement for the 2019 Annual Meeting of Shareholders.

10.49						Time Sharing Agreement, dated July 9, 2020, between Pfizer Inc. and Albert Bourla is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 28, 2020.

10.50						Pfizer Inc. Executive Officer Cash Severance Policy is incorporated by reference from our Quarterly Report on Form 10-Q for the period ended July 2, 2023

*21						Subsidiaries of the Company.

*22						Subsidiary Issuers of Guaranteed Securities.

*23						Consent of Independent Registered Public Accounting Firm.

*24						Power of Attorney (included as part of signature page).

*31.1						Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Pfizer Inc.			2023 Form 10-K			113


*31.2						Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1						Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2						Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*97						Pfizer Inc. Recoupment Policy.

Exhibit 101:
*101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH						Inline XBRL Taxonomy Extension Schema

*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase

*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase

*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase

*101.DEF						Inline XBRL Taxonomy Extension Definition Document

104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


ITEM 16.			FORM 10-K SUMMARY

None.


Pfizer Inc.			2023 Form 10-K			114

SIGNATURES

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.


	Pfizer Inc.

Dated: February 22, 2024	By:	/S/ MARGARET M. MADDEN
		Margaret M. Madden Senior Vice President and Corporate Secretary Chief Governance Counsel

We, the undersigned directors and officers of Pfizer Inc., hereby severally constitute Douglas M. Lankler and Margaret M. Madden, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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.

Signature

Title

Date

/S/ ALBERT BOURLA

Albert Bourla

Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

February 20, 2024

/S/ DAVID M. DENTON

David M. Denton

Chief Financial Officer, Executive Vice President
(Principal Financial Officer)

February 20, 2024

/S/ JENNIFER B. DAMICO

Jennifer B. Damico

Senior Vice President and Controller
(Principal Accounting Officer)

February 20, 2024

/S/ RONALD E. BLAYLOCK
Ronald E. Blaylock

Director

February 21, 2024

/S/ SUSAN DESMOND-HELLMANN

Susan Desmond-Hellmann

Director

February 21, 2024

/S/ JOSEPH J. ECHEVARRIA

Joseph J. Echevarria

Director

February 20, 2024

/S/ SCOTT GOTTLIEB

Scott Gottlieb

Director

February 21, 2024

/S/ HELEN H. HOBBS

Helen H. Hobbs

Director

February 20, 2024

/S/ SUSAN HOCKFIELD

Susan Hockfield

Director

February 20, 2024

/S/ DAN R. LITTMAN

Dan R. Littman

Director

February 20, 2024

/S/ SHANTANU NARAYEN

Shantanu Narayen

Director

February 20, 2024

/S/ SUZANNE NORA JOHNSON

Suzanne Nora Johnson

Director

February 20, 2024

/S/ JAMES QUINCEY

James Quincey

Director

February 21, 2024

/S/ JAMES C. SMITH

James C. Smith

Director

February 20, 2024


Pfizer Inc.			2023 Form 10-K			115

PFIZER INC - Annual Report: 2023 (Form 10-K)

Similar companies