PFIZER INC - Annual Report: 2024 (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.			2024 Form 10-K			54

Consolidated Statements of Cash Flows

Pfizer Inc. and Subsidiary Companies

)))))))))))


		Year Ended December 31,
(MILLIONS)		2024		2023	2022

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 from continuing operations 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				()	()
Trade accounts payable		()		()
Other liabilities(b)		()			()
Other tax accounts, net		()		()	()
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
Proceeds from partial sales of investment in Haleon(c)
Acquisitions of businesses, net of cash acquired				()	()
Dividend received from the Consumer Healthcare JV(c)
Other investing activities, net				()	()
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 issuance of long-term debt
Payments on long-term debt		()		()	()
Purchases of common stock					()
Cash dividends paid		()		()	()
Other financing activities, net		()		()	()






	$		$

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


Pfizer Inc.			2024 Form 10-K			69

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(e)

$ $ $ Provision

Utilization and other(a)

()()()()

Balance, December 31, 2023(b)

Provision

Utilization and other(a)

()()()()

Balance, December 31, 2024(c)

$ $ $ $

(a)

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

Note 4.

)$()$()

Interest expense(a)

Net interest expense(b)

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

()()

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

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

Certain legal matters, net(d)

Certain asset impairments(e)

Haleon equity method (income)/loss(f)

()()()

Other, net(g)

()()()

Other (income)/deductions––net

$ $ $

(a) million in 2024, $ million in 2023 and $ million in 2022.

(b) billion Seagen acquisition in December 2023 and (ii) higher interest expense driven by our $ billion aggregate principal amount of senior unsecured notes issued in May 2023, as well as the remaining balance of the $ billion of commercial paper issued in the fourth quarter of 2023, both part of the financing for our acquisition of Seagen.

billion related to our investment in Haleon, which is now carried at fair value (see Note 2C). 2023 net gains primarily included, among other things, a realized gain of $ billion related to our investment in Telavant Holdings, Inc. and unrealized gains of $ million related to our investment in Cerevel Therapeutics Holdings, Inc., 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.

(d)

(e) billion recorded in the fourth quarter associated with our Biopharma segment, due to changes in development plans and updated long-range commercial forecasts, composed of: (i) $ billion for B7H4V (felmetatug vedotin), a Phase 1 IPR&D asset, (ii) $ million for Medrol, a finite-lived brand, (iii) $ million for Zavzpret nasal spray developed technology rights, (iv) $ million and $ million for Tukysa and disitamab vedotin, respectively, IPR&D assets reflecting emerging competition, as well as (v) other developed technology rights, IPR&D impairments and a finite-lived licensing agreement totaling $ million which also includes de-prioritization of certain assets. 2024 also includes a $ million intangible asset impairment charge, associated with our Biopharma segment that represents IPR&D related to a Phase 3 study for the treatment of DMD, which reflects unfavorable clinical trial results. The amount for 2023 primarily represented intangible asset impairment charges of $ billion, of which $ billion was associated with our Biopharma segment ($ billion recorded in the fourth quarter), including: (i) $ billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, (ii) $ million for Prevnar 13 developed technology rights due to updated commercial forecasts mainly reflecting a transition to vaccines with higher serotype coverage, as well as (iii) $ million for various other IPR&D assets and developed technology rights, due to updated commercial forecasts mainly reflecting competitive pressures and/or prioritization decisions. 2023 also included $ million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflected unfavorable pivotal trial results and updated commercial forecasts. 2022 represented intangible asset impairment charges associated with our Biopharma segment of $ 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


Pfizer Inc.			2024 Form 10-K			70

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(f)

(g) million on the partial sales of our investment in Haleon in March and October 2024, (ii) dividend income of $ million from our investment in ViiV and (iii) a charge of $ million recorded in the third quarter related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program. 2023 included, among other things, (i) dividend income of $ 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.

$ $ $ $

Developed technology rights(b)

Finite-lived brand(b)

Finite-lived licensing agreement(b)

Total$ $ $ $ $

(a)

(b)

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

$()$()$


Pfizer Inc.			2024 Form 10-K			71

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

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

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.

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 (Transition Tax liability) over eight years through 2026. The sixth annual installment was paid by its April 15, 2024 due date. The seventh annual installment is due April 15, 2025 and is reported in current Income taxes payable as of December 31, 2024. The remaining liability is reported in noncurrent Other taxes payable. Our obligations may vary due to the availability of attributes such as foreign tax and other credit carryforwards or carrybacks.

$ $ International Total$ $ $

B. Tax Rate Reconciliation

% % %

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

()()()

Transition Tax liability(c)

()

Tax settlements and resolution of certain tax positions(c)

()()()

Foreign-Derived Intangible Income deduction(d)

()()()

State & local taxes(e)

()()

Charitable contributions

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

Interest(f)

All other, net(g)

()

Effective tax rate for income from continuing operations

()%()% %

(a)

(b)


Pfizer Inc.			2024 Form 10-K			72

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(d)

(e)

(f)

(g)

C. Deferred Taxes

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

Deferred revenues

— —

Inventories(b)

() ()

Intangible assets(c)

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

Employee benefits(d)

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

Research and development(e)

— —

Net operating loss/tax credit carryforwards(f)

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

Investments

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

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

$ $

(a)

(b)

(c)

(d)

(e)

(f) million 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.

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

(h) billion and $ billion for 2024 and 2023 respectively, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized.

We have carryforwards, primarily related to net operating and capital losses, general business credits, foreign tax credits and charitable contributions, which are available to reduce future U.S. federal and/or state, as well as international, income taxes payable with either an indefinite life or expiring at various times from 2025 to 2044. Certain of our U.S. net operating losses and general business credits are subject to limitations under IRC Section 382.

As of December 31, 2024, 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, 2024 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.			2024 Form 10-K			73

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

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

•Tax assets for uncertain tax positions represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. In 2024, tax assets for uncertain tax positions also include the expected filing of an amended income tax return relating to the Transition Tax liability under the TCJA. As of December 31, 2024, we had $ billion in assets associated with uncertain tax positions mainly included in Noncurrent deferred tax assets and other noncurrent tax assets. As of December 31, 2023, we had $ billion in assets associated with uncertain tax positions mainly included in Noncurrent deferred tax assets and other noncurrent tax assets.

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

)$()$()

Acquisitions

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

(a)

Note 6.

)$ $()$ $()

Other comprehensive income/(loss)(b)

()() ()() 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 2024 and 2023))

$ $

(a)

(b)

Issuance—In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, $ billion principal amount of senior unsecured notes at an effective interest rate of % as part of the financing for our acquisition of Seagen. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc. PIE was formed to finance a portion of the consideration for the acquisition of Seagen and has no assets or operations, and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future.

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


Pfizer Inc.			2024 Form 10-K			78

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

$ $ $ $ $

Interest rate contracts

Derivatives not designated as hedging instruments:

Foreign exchange contracts

$ $ Total$ $ $ $

(a) billion as of December 31, 2024 and $ billion as of December 31, 2023.


Pfizer Inc.			2024 Form 10-K			79

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 2024 and a net gain of $ million in 2023. 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.

$()$ $ $()$

(a)


Pfizer Inc.			2024 Form 10-K			80

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, 2024, 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)

(b)

B. Other Current Liabilities

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

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.

Invoices confirmed during the year

Confirmed invoices paid during the year

()

Confirmed obligations outstanding, December 31, 2024


Pfizer Inc.			2024 Form 10-K			81

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Note 9.

$ Buildings

Machinery and equipment

Furniture, fixtures and other

Construction in progress- Less: Accumulated depreciation

Property, plant and equipment, net

$ $ $ International:Developed Markets Emerging Markets

Property, plant and equipment, net

$ $

Note 10.

$()$ $ $()$

Brands(b)

() ()

Licensing agreements and other

() () () () Indefinite-lived intangible assets

Brands(b)

IPR&D(c)

)Rate to which the cost trend rate is assumed to decline % %Year that the rate reaches the ultimate trend rate2047 2047

C. Obligations and Funded Status

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

Changes in actuarial assumptions and other(b)

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

Settlements

()()()() 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 () Acquisitions/divestitures, net— —

Settlements

()()()() 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(c):

Fair value of plan assets

$— $— $ $ ABO

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

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.

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

TSRUs

(Thousands)

PTUs

(Thousands)

Weighted-Average
Grant Price
Per TSRU

Weighted-Average

Remaining Contractual Term (Years)

Aggregate Intrinsic Value (Millions)(c)

TSRUs Outstanding

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, 2024

Vested and expected to vest, December 31, 2024(b)

Exercisable, December 31, 2024

$ $

(a)

(b)

Note 14.

$ $ Discontinued operations––net of tax () Net income attributable to Pfizer Inc. common shareholders$ $ $ EPS Denominator

Weighted-average common shares outstanding––Basic

Common-share equivalents

Weighted-average common shares outstanding––Diluted

Anti-dilutive common stock equivalents(a)


Pfizer Inc.			2024 Form 10-K			91

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

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 2024, $ million in 2023 and $ million in 2022. 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 based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

$ 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)	2024		2023
Operating leases
Weighted-Average Remaining Contractual Lease Term (Years)
Weighted-Average Discount Rate		%		%


	Year Ended December 31,
(MILLIONS)	2024	2023	2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	$	$
(Gains)/losses on sale and leaseback transactions, net		()


Pfizer Inc.			2024 Form 10-K			92

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

1-2 years 2-3 years 3-4 years 4-5 years Thereafter Total undiscounted lease payments

Less: Imputed interest

Present value of minimum lease payments

Less: Current portion

Noncurrent portion$

Note 16.

million in potential or actual governmental monetary sanctions.

The principal pending matters to which we are a party are discussed below. In determining whether a pending matter is a principal matter, we consider both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages and the nature of other relief sought, if specified; our view of the merits of the claims and of the strength of our defenses; whether the action purports to be, or is, a class action and, if not certified, our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; whether related actions have been transferred to multidistrict litigation; any experience that we or, to our knowledge, other companies have had in similar proceedings; whether disclosure of the action would be important to a reader of our financial statements, including whether disclosure might change a reader’s judgment about our financial statements in light of all of the information that is available to the reader; the potential impact of the proceeding on our reputation; and the extent of public interest in the matter. In addition, with respect to patent matters in which we are the plaintiff, we consider, among other things, the financial significance of the product protected by the patent(s) at issue. Some


Pfizer Inc.			2024 Form 10-K			93

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Mektovi. The companies assert the invalidity and non-infringement of method of use patents expiring in 2030, a method of use patent expiring in 2031, method of use patents expiring in 2033, and a product by process patent expiring in 2033. Beginning in September 2022, we brought patent infringement actions against both of the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of all patents. In January 2025, we settled with of the generic companies on terms not material to us.

In August 2022, we received notice from Teva Pharmaceuticals, Inc. (Teva) that it had filed an ANDA seeking approval to market a generic version of Mektovi. Teva asserts the invalidity and non-infringement of method of use patents expiring in 2033 and a product by process patent expiring in 2033. In June 2023, we brought a patent infringement action against Teva in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the patents.


Pfizer Inc.			2024 Form 10-K			94

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

additional U.S. patents issued on various dates in 2023 and seeking unspecified monetary damages.

In August 2022, ModernaTX, Inc. (ModernaTX) and Moderna US, Inc. (Moderna) sued Pfizer, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Massachusetts, alleging that Comirnaty infringes U.S. patents. In its complaint, Moderna stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In March 2024, the U.S. Patent Office Patent Trial & Appeal Board instituted a review of of the patents in suit.

In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes European patents. In September 2022, ModernaTX filed patent infringement actions in the U.K. and in the Netherlands against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, on the same European patents. In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In November 2023, of the European patents was revoked by the European Patent Office. In December 2023, the other European patent was declared invalid by a court in the Netherlands (the invalidity decision is limited to the Netherlands). In July 2024, the U.K. court revoked patent, ruling that it was invalid, and held that the other patent was valid and infringed. ModernaTX has also filed additional patent infringement actions against Pfizer and BioNTech in certain other ex-U.S. jurisdictions.

In April 2023, Arbutus Biopharma Corporation (Arbutus) and Genevant Sciences GmbH (Genevant) filed a complaint in the U.S. District Court for the District of New Jersey against Pfizer and BioNTech alleging that Comirnaty and its manufacture infringe U.S. patents, and seeking unspecified monetary damages.

In April 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC (collectively, GSK Group) sued Pfizer and Pharmacia & Upjohn Company LLC, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Delaware, alleging that Comirnaty infringes U.S. patents and seeking unspecified money damages. In August 2024, GSK Group filed an amended complaint alleging that Comirnaty infringes additional U.S. patents.

In January 2025, Promosome LLC filed a complaint in the Unified Patent Court, Local Division Munich, against Pfizer and BioNTech and certain of their subsidiaries alleging that Comirnaty infringes a European patent that is in force only in France, Germany and Sweden, and seeking unspecified monetary damages in connection with the manufacture and sale of Comirnaty in France, Germany and Sweden.


Pfizer Inc.			2024 Form 10-K			95

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

U.S. patents. In November 2023, GSK Group amended its complaint to assert infringement of additional patents. In November 2024, the GSK Group filed a second amended complaint, adding a th patent to the lawsuit. The second amended complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults in age ranges for which GSK Group’s Arexvy product is also indicated.

In addition, we have challenged certain of GSK’s RSV vaccine patents in certain ex-U.S. jurisdictions, including the U.K., the Netherlands, Belgium and the Unified Patent Court, and GSK has asserted that Abrysvo infringes these patents. In October 2024, the U.K. Court held that of GSK’s U.K. patents were invalid and not infringed.

Matters Involving Pfizer and its Collaboration/Licensing Partners

Comirnaty (tozinameran)

In July 2022, Pfizer, BioNTech and BioNTech Manufacturing GmbH filed a declaratory judgment complaint against CureVac in the U.S. District Court for the District of Massachusetts seeking a judgment of non-infringement for U.S. patents relating to Comirnaty. In May 2023, the case was transferred to the U.S. District Court for the Eastern District of Virginia. Also in May 2023, CureVac asserted that Comirnaty infringes the patents that were the subject of our declaratory judgment complaint, and in May and July 2023, CureVac asserted that Comirnaty infringes a number of additional U.S. patents.

In the U.K., Pfizer and BioNTech have sued CureVac seeking a judgment of invalidity of several patents and CureVac has made certain infringement counterclaims. In September 2024, the U.K. Court held that both of the CureVac patents in suit are invalid.

A2. Legal Proceedings––Product Litigation

We are defendants in numerous cases, including but not limited to those discussed below, related to our pharmaceutical and other products. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss.

Asbestos

Between 1967 and 1982, Warner-Lambert owned American Optical Corporation (American Optical), which manufactured and sold respiratory protective devices and asbestos safety clothing. In connection with the sale of American Optical in 1982, Warner-Lambert agreed to indemnify the purchaser for certain liabilities, including certain asbestos-related and other claims. Warner-Lambert was acquired by Pfizer in 2000 and is a wholly owned subsidiary of Pfizer. Warner-Lambert is actively engaged in the defense of, and will continue to explore various means of resolving, these claims.

Numerous lawsuits against American Optical, Pfizer and certain of its previously owned subsidiaries are pending in various federal and state courts seeking damages for alleged personal injury from exposure to products allegedly containing asbestos and other allegedly hazardous materials sold by Pfizer and certain of its previously owned subsidiaries.

There also are a small number of lawsuits pending in various federal and state courts seeking damages for alleged exposure to asbestos in facilities owned or formerly owned by Pfizer or its subsidiaries.

Lipitor

In 2013, the State of West Virginia filed an action in West Virginia state court against Pfizer and Ranbaxy Laboratories Limited, among others, that asserted claims and sought relief on behalf of the State of West Virginia and residents of that state alleging delay in the launch of generic Lipitor, in violation of state antitrust, consumer protection and various other laws. In December 2024, we reached an agreement to settle this matter on terms not material to Pfizer.

Docetaxel

A number of lawsuits have been filed against Hospira and Pfizer in various federal and state courts alleging that plaintiffs who were treated with Docetaxel developed permanent hair loss. Hospira is a wholly-owned subsidiary that we acquired in September 2015. The significant majority of the cases also name other defendants, including the manufacturer of the branded product, Taxotere. Plaintiffs seek compensatory and punitive damages. Additional lawsuits have been filed in which plaintiffs allege they developed blocked tear ducts following their treatment with Docetaxel.

In 2016, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana. In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana.

Zantac

A number of lawsuits have been filed against Pfizer in various federal and state courts alleging that plaintiffs developed various types of cancer, or face an increased risk of developing cancer, purportedly as a result of the ingestion of Zantac. The significant majority of these cases also name other defendants that have historically manufactured and/or sold Zantac. Pfizer has not sold Zantac since 2006, and only sold an OTC version of the product. In 2006, Pfizer sold the consumer business that included its Zantac OTC rights to Johnson & Johnson and transferred the assets and liabilities related to Zantac OTC to Johnson & Johnson in connection with the sale. Plaintiffs in these cases seek compensatory and punitive damages.

In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022,


Pfizer Inc.			2024 Form 10-K			96

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies


Pfizer Inc.			2024 Form 10-K			97

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

complaints in the U.S. District Court for the District of Connecticut against a number of pharmaceutical companies, including Pfizer and Greenstone—a former Pfizer subsidiary that sold generic drugs. As to Greenstone and Pfizer, the complaints allege anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws. The State Attorney General complaints were initially transferred to an MDL in the U.S. District Court for the Eastern District of Pennsylvania for coordinated pre-trial proceedings but were transferred back to the District of Connecticut in April 2024. The Greenstone antitrust litigation also includes civil complaints filed in federal and state court by private and governmental plaintiffs against Pfizer, Greenstone, and a number of other defendants. These related civil lawsuits assert allegations that generally overlap with those asserted by the State Attorneys General. All of the related federal lawsuits are part of the MDL pending in Pennsylvania.

Subpoena relating to Tris Pharma/Quillivant XR

In October 2018, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR. We have produced records in response to this request.

Government Inquiries relating to Meridian Medical Technologies

In February 2019, we received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at Pfizer’s former Meridian site. In August 2019, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Eastern District of Missouri, in coordination with the Department of Justice’s Consumer Protection Branch, seeking similar records and information. We have produced records in response to these and subsequent requests.

U.S. Department of Justice Inquiries relating to India Operations

In March 2020, we received an informal request from the U.S. Department of Justice’s Consumer Protection Branch seeking documents relating to our manufacturing operations in India, including at our former facility located at Irrungattukottai in India. In April 2020, we received a similar request from the U.S. Attorney’s Office for the SDNY regarding a civil investigation concerning operations at our facilities in India. We have produced records pursuant to these requests.

Zantac––State of New Mexico and Mayor and City Council of Baltimore Civil Actions

See Legal Proceedings––Product Litigation––Zantac above for information regarding civil actions separately filed by the State of New Mexico and the Mayor and City Council of Baltimore alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions.

Government Inquiries relating to Biohaven

In June 2022, the U.S. Department of Justice’s Commercial Litigation Branch and the U.S. Attorney’s Office for the Western District of New York issued a CID to Biohaven. The CID seeks records and information related to, among other things, Biohaven’s engagements with healthcare professionals and co-pay coupons cards prior to Pfizer’s acquisition of Biohaven. In March 2023, the California Department of Insurance issued a subpoena seeking records similar to those requested by the CID. Biohaven is a wholly-owned subsidiary that we acquired in October 2022. We have produced records in response to these requests. In January 2025, Biohaven entered into civil settlement agreements with the U.S., numerous states, and the California Department of Insurance to resolve these matters. Pursuant to these settlement agreements, $ million, plus interest, was paid to the U.S. and participating states, and $ million was paid to the California Department of Insurance. The settlement agreements relate to alleged conduct at Biohaven before Pfizer’s acquisition of the company and do not include an admission of liability by Biohaven.


Pfizer Inc.			2024 Form 10-K			98

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion that are legally binding and enforceable. These commitments include purchase obligations for goods and services and payments relating to potential milestone payments deemed reasonably likely to occur.

See Note 5A for information on the TCJA repatriation tax liability.

D. Contingent Consideration for Acquisitions

We may be required to make payments to sellers for certain prior business combinations that are contingent upon future events or outcomes. See Note 1D. The estimated fair value of contingent consideration as of December 31, 2024 is $ million, of which $ million is recorded in Other current liabilities and $ million in Other noncurrent liabilities, and as of December 31, 2023 was $ million, of which $ million was recorded in Other current liabilities and $ million in Other noncurrent liabilities. The decrease in the contingent consideration balance from December 31, 2023 is primarily due to payments made upon the achievement of certain sales-based milestones.

E. Insurance

Our insurance coverage reflects market conditions (including cost and availability) existing at the time it is written, and our decision to obtain insurance coverage or to self-insure varies accordingly. Depending upon the cost and availability of insurance and the nature of the risk involved, the amount of self-insurance may be significant. The cost and availability of coverage have resulted in self-insuring certain exposures, including product liability. If we incur substantial liabilities that are not covered by insurance or substantially exceed insurance coverage and that are in excess of existing accruals, there could be a material adverse effect on our cash flows or results of operations in the period in which the amounts are paid and/or accrued.

Note 17.

operating segments, each led by a single manager: Biopharma, PC1 and Pfizer Ignite. Biopharma is engaged in the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide. PC1 is our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients. Pfizer Ignite is an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas. Prior to June 2024, PC1 and Pfizer Ignite were managed together by a single manager as part of the former Business Innovation operating segment. Biopharma is the only reportable segment. Pfizer’s CODM is the Chairman and Chief Executive Officer. Our CODM uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation. The CODM uses segment revenues and earnings in the annual budgeting process when setting strategic goals for the company and considers periodic budget-to-actual variances in segment revenues and earnings when assessing performance of the segments and making decisions about allocating resources to the operating segments. By analyzing segment financial results, the CODM can discern trends, which can inform decisions that align with the company’s goals and objectives, and help ensure risks are managed appropriately. We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.

Our commercial divisions market, sell and distribute our products, and global operating functions are responsible for the research, development, manufacturing and supply of our products. Each operating segment is supported by our global corporate enabling functions. At the beginning of 2024, we made changes in our commercial organization to incorporate Seagen and improve focus, speed and execution. The commercial structure within our Biopharma reportable segment in 2024 was comprised of the Pfizer Oncology Division, the Pfizer U.S. Commercial Division, and the Pfizer International Commercial Division:

•Pfizer Oncology Division combined the U.S. Oncology commercial organizations, global Oncology marketing organizations and global and U.S. Oncology medical affairs from both Pfizer and Seagen.

•Pfizer U.S. Commercial Division included the U.S. Primary Care and U.S. Specialty Care customer groups, the Chief Marketing Office, the Global Chief Medical Affairs Office and Global Access & Value.

•Pfizer International Commercial Division included the ex-U.S. commercial and medical affairs organizations covering Pfizer’s entire product portfolio in all international markets.


Pfizer Inc.			2024 Form 10-K			99

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion as of December 31, 2024 and $ billion as of December 31, 2023.

Selected Statement of Operations Information

$ $ $ $ $ $ $ $

Other business activities(d)

()()() Reconciling Items:Amortization of intangible assets()()() Acquisition-related items()()() ()()

Certain significant items(e)

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

(a) billion and $ billion of net costs in 2023 and 2022, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(b) million and $ million of net costs in 2023 and 2022, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(c) million recorded in the first quarter of 2024 and in 2023 reflected a non-cash revenue reversal of $ billion (see Note 17C). In 2023, Biopharma earnings included approximately $ billion of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products. In 2022, Biopharma earnings included COVID-19-related charges of approximately $ billion to Cost of sales, composed of (i) inventory write-offs of approximately $ billion related to COVID-19


Pfizer Inc.			2024 Form 10-K			100

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion, primarily related to excess raw materials for Paxlovid. Biopharma’s earnings also include dividend income from our investment in ViiV of $ million in 2024, $ million in 2023 and $ million in 2022.

(d)

(e) billion recorded in Other (income)/deductions––net, (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ billion (primarily recorded in Restructuring charges and certain acquisition-related costs), (iii) actuarial valuation and other postretirement plan losses of $ million recorded in Other (income)/deductions––net, (iv) charges for certain legal matters of $ million recorded in Other (income)/deductions––net, and (v) a charge in Other (income)/deductions––net of $ million related to the expected sale of of our facilities resulting from the discontinuation of our DMD program, partially offset by (vi) net gains on equity securities of $ billion and (vii) net gains of $ million on the partial sales of our investment in Haleon in March and October 2024, which are comprised of (a) total gains on the sales of $ million less (b) $ million in the fourth quarter (included in Other business activities) representing our pro-rata share of Haleon’s third quarter 2024 adjusted income recorded on a one quarter lag and implicitly included in the gain on the sale of those shares. Earnings in 2023 included, among other items: (i) intangible asset impairment charges of $ billion recorded in Other (income)/deductions––net and (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ billion ($ million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs), partially offset by (iii) net gains on equity securities of $ billion recorded in Other (income)/deductions––net. Earnings in 2022 included, among other items: (i) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $ billion ($ million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs) and (ii) net losses on equity securities of $ billion recorded in Other (income)/deductions––net. See Notes 3 and 4.


The following provides Biopharma reportable segment information regularly provided to the CODM:
	Year Ended December 31,
(MILLIONS)	2024	2023	2022
Biopharma reportable segment:
Biopharma total revenues	$	$	$
Less:
Cost of sales
Selling, informational and administrative expenses
Research and development expenses
Acquired in-process research and development expenses
Other (income)/deductions––net	()	()	()
Biopharma earnings	$	$	$
Revenues - Comirnaty	$	$	$
Revenues - Paxlovid	$	$	$
Revenues - excluding Comirnaty and Paxlovid	$	$	$

$ $

Revenues exceeded $500 million in each of , and countries outside the U.S. in 2024, 2023 and 2022, respectively. The U.S. is the only country to contribute more than % of total revenue in 2024, 2023 and 2022. As a percentage of Total revenues, China was our largest market outside the U.S. (representing % of total revenues) in 2024, and Japan was our largest market outside the U.S. in 2023 and 2022 (representing % and % of total revenues, respectively).


Pfizer Inc.			2024 Form 10-K			101

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

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. In the first quarter of 2024, we recorded a non-cash favorable final adjustment of $ million to reflect million EUA-labeled treatment courses returned through February 29, 2024, which were converted to a volume-based credit that supports continued access to Paxlovid through a U.S. government patient assistance program operated by Pfizer. In the third quarter of 2024, in connection with this amended agreement, we also supplied at no cost to the U.S. government or taxpayers a U.S. SNS of million treatment courses to enable future pandemic preparedness through 2028, and recorded revenue of $ million. While we are recognizing revenue as these treatment courses are delivered, there is no cash consideration for these treatment courses. % % %

Cencora, Inc.

% % %Cardinal Health, Inc. % % %

U.S. government(a)

% %

(a) The decrease in revenues from the U.S. government as a percentage of Total revenues for 2024 and 2023 compared to 2022 was primarily due to the transition of Comirnaty and Paxlovid to commercial market sales in the second half of 2023 as well as the revenue reversal for Paxlovid in the fourth quarter of 2023.

Collectively, our three largest U.S. wholesaler customers represented % and % of total trade accounts receivable as of December 31, 2024 and December 31, 2023, respectively. Accounts receivable from the U.S. government as of December 31, 2024 and December 31, 2023 were not material to our consolidated financial statements.

Significant Revenues by Product

$ $

GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA)

$ $ $ Primary Care$ $ $

Eliquis(a)

Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism Prevnar family

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

Paxlovid(b)

COVID-19 in certain high-risk patients

Comirnaty

Active immunization to prevent COVID-19

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 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 ZaviceftaBacterial infections

Octagam(c)

Primary humoral immunodeficiency, chronic immune thrombocytopenic purpura in adults, and dermatomyositis in adults

Inflectra

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

ZithromaxBacterial infections


Pfizer Inc.			2024 Form 10-K			102

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

BeneFIXHemophilia B

Cibinqo

Atopic dermatitis

Oxbryta(d)

Sickle cell disease

All other Hospital(e)

Various

All other Specialty CareVarious Oncology$ $ $ IbranceHR-positive/HER2-negative metastatic breast cancer

Xtandi(f)

mCRPC, nmCRPC, mCSPC, nmCSPC

Padcev

Locally advanced or metastatic urothelial cancer

Adcetris

Hodgkin lymphoma and certain T-cell lymphomas

Oncology biosimilars(g)

Various

Inlyta

Advanced RCC Lorbrena

ALK-positive metastatic NSCLC

Bosulif

Philadelphia chromosome–positive chronic myelogenous leukemia

Braftovi/Mektovi

Metastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation; and, for Braftovi for the treatment of BRAFV600E-mutant mCRC, in combination with Erbitux (cetuximab)(h) (after prior therapy) or cetuximab and mFOLFOX6

Tukysa

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

Elrexfio

Relapsed or refractory multiple myeloma

Tivdak

Recurrent or mCC

Talzenna

In combination with Xtandi (enzalutamide) for adult patients with HRR gene-mutated mCRPC; treatment of BRCA gene-mutated, HER2-negative, inoperable or recurrent breast cancer

All other OncologyVarious

PFIZER CENTREONE(i)

$ $ $

PFIZER IGNITE

$ $ $

BIOPHARMA

$ $ $

PFIZER U.S. COMMERCIAL DIVISION (U.S. Primary Care and U.S. Specialty Care)

PFIZER ONCOLOGY DIVISION

PFIZER INTERNATIONAL COMMERCIAL DIVISION

Total Alliance revenues included above$ $ $

Total Royalty revenues included above

$ $ $

(a)

(b) million favorable final adjustment recorded in the first quarter to the estimated non-cash revenue reversal of $ billion recorded in the fourth quarter of 2023, reflecting million EUA-labeled treatment courses returned by the U.S. government through February 29, 2024 versus the estimated million treatment courses that were expected to be returned as of December 31, 2023, and (ii) $ million of revenue recorded in the third quarter in connection with the creation of the U.S. SNS. 2023 includes a non-cash revenue reversal of $ billion recorded in the fourth quarter, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated million treatment courses of EUA-labeled U.S. government inventory.

(d)

(e)

(f)

(g)

(i)

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, 2024, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue from 2025 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 2024 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, 2024 or 2023.


Pfizer Inc.			2024 Form 10-K			103

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

billion as of December 31, 2024, with $ billion and $ million recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Paxlovid and Comirnaty totaled $ billion as of December 31, 2023, with $ billion and $ billion recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Paxlovid and Comirnaty deferred revenues during full-year 2024 was primarily driven by amounts recognized in Product revenues as we delivered the products to our customers (including $ million associated with the U.S. SNS for Paxlovid) as well as the aforementioned $ million favorable final adjustment recorded in the first quarter of 2024 for Paxlovid, partially offset by additional advance payments received in 2024 as we entered into amended contracts. During 2024, we recognized revenue of approximately $ billion that was included in the balance of Paxlovid and Comirnaty deferred revenues as of December 31, 2023. The Paxlovid and Comirnaty deferred revenues as of December 31, 2024 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues from December 2025 (which falls in our international first quarter of 2026) through 2028. Deferred revenues associated with contracts for other products were not significant as of December 31, 2024 or December 31, 2023.


Pfizer Inc.			2024 Form 10-K			104

Selected Quarterly Financial Data (Unaudited)

Pfizer Inc. and Subsidiary Companies


	Quarter
(MILLIONS, EXCEPT PER COMMON SHARE DATA)	First		Second		Third		Fourth
2024(a)
Total revenues	$	14,879	$	13,283	$	17,702	$	17,763
Costs and expenses(b)	11,355		12,133		12,674		17,023
Restructuring charges and certain acquisition-related costs(c)	102		1,254		313		750
Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss)	3,421		(103)		4,715		(10)
Provision/(benefit) for taxes on income/(loss)(d)	293		(134)		234		(421)
Income/(loss) from continuing operations	3,128		31		4,481		411
Discontinued operations––net of tax	(5)		17		(8)		7
Net income/(loss) before allocation to noncontrolling interests	3,123		48		4,473		418
Less: Net income attributable to noncontrolling interests	8		7		8		8
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	3,115	$	41	$	4,465	$	410
Earnings/(loss) per common share—basic:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.55	$	0.01	$	0.79	$	0.07
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.55	$	0.01	$	0.79	$	0.07
Earnings/(loss) per common share—diluted:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.55	$	0.01	$	0.79	$	0.07
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.55	$	0.01	$	0.78	$	0.07

(a)Business development activities impacted our results of operations in 2024. See Note 1A. Due to the commercial market transition as well as the seasonality of demand for COVID-19 vaccinations, the majority of our global revenues for Comirnaty were recorded in the fourth quarter of 2024.

(b)The fourth quarter historically reflects higher costs in Cost of sales, Selling, informational and administrative expenses and Research and development expenses. Cost of sales for all quarters reflects higher costs from our Seagen acquisition, inclusive of the amortization of the fair value step-up of inventory. See Note 2A. Certain asset impairments totaled $2.9 billion in the fourth quarter. See Note 4.

(c)The second quarter of 2024 primarily includes employee termination costs associated with our Manufacturing Optimization Program. The fourth quarter of 2024 primarily includes charges for asset impairments, exit costs and employee termination costs associated with our Realigning our Cost Base Program. See
Note 3.

(d)All periods reflect changes primarily the result of jurisdictional mix of earnings. The third quarter reflects tax benefits related to the closing of the IRS audits covering multiple tax years and the fourth quarter reflects tax benefits related to the Transition Tax liability under the TCJA. See Note 5A.

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.


Pfizer Inc.			2024 Form 10-K			105

Selected Quarterly Financial Data (Unaudited)

Pfizer Inc. and Subsidiary Companies


	Quarter
(MILLIONS, EXCEPT PER COMMON SHARE DATA)	First		Second		Third		Fourth
2023(a)
Total revenues	$	18,486	$	13,007	$	13,491	$	14,570
Costs and expenses(b)	12,207		10,524		16,688		16,133
Restructuring charges and certain acquisition-related costs(c)	9		214		155		2,566
Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss)	6,270		2,269		(3,352)		(4,129)
Provision/(benefit) for taxes on income/(loss)(d)	715		(71)		(964)		(795)
Income/(loss) from continuing operations	5,555		2,340		(2,388)		(3,335)
Discontinued operations––net of tax	1		(2)		12		(26)
Net income/(loss) before allocation to noncontrolling interests	5,556		2,338		(2,376)		(3,361)
Less: Net income attributable to noncontrolling interests	13		11		6		8
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	5,543	$	2,327	$	(2,382)	$	(3,369)
Earnings/(loss) per common share—basic:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.98	$	0.41	$	(0.42)	$	(0.59)
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.98	$	0.41	$	(0.42)	$	(0.60)
Earnings/(loss) per common share—diluted:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.97	$	0.41	$	(0.42)	$	(0.59)
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.97	$	0.41	$	(0.42)	$	(0.60)

(a)On December 14, 2023, we completed the acquisition of Seagen. In addition, other business development activities impacted our results of operations in 2023. See Note 1A. Due to the commercial market transition as well as the seasonality of demand for COVID-19 vaccinations, the majority of our global revenues for Comirnaty were recorded in the second half of 2023.

(b)The fourth quarter historically reflects higher costs in Cost of sales, Selling, informational and administrative expenses and Research and development expenses. The third quarter of 2023 reflects a non-cash charge of $5.6 billion to Cost of sales for inventory write-offs and related charges ($4.7 billion for Paxlovid and $0.9 billion for Comirnaty). Certain asset impairments totaled $2.8 billion in the fourth quarter of 2023 recorded in Other (income)/deductions—net. See Note 4.

(c)The fourth quarter of 2023 primarily includes (i) charges of $1.5 billion for employee termination costs associated with our Realigning our Cost Base Program and (ii) integration and other costs of $587 million, mostly related to our acquisition of Seagen. See Note 3.

(d)All periods reflect changes primarily the result of the jurisdictional mix of earnings and the second quarter reflects the tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years. See Note 5A.

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.


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 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

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.


Pfizer Inc.			2024 Form 10-K			106

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, 2024, 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, 2024, 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, 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

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 27, 2025


Pfizer Inc.			2024 Form 10-K			107

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, 2024. 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, 2024.

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 27, 2025


Pfizer Inc.			2024 Form 10-K			108


ITEM 9B.			OTHER INFORMATION

During the three months ended December 31, 2024, 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, the Code of Business Conduct and Ethics for Members of the Board of Directors and our other governance practices and policies, including our , 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. 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 2024 and 2023 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 Operations

•Consolidated Statements of Comprehensive Income

•Consolidated Balance Sheets

•Consolidated Statements of Equity

•Consolidated Statements of Cash Flows

•Notes to Consolidated Financial Statements


Pfizer Inc.			2024 Form 10-K			109

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.

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 10.47 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.


Pfizer Inc.			2024 Form 10-K			110



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.

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 is incorporated by reference from our 2023 Annual Report on Form 10-K.
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.


Pfizer Inc.			2024 Form 10-K			111


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.

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						Amended and Restated Deferred Compensation Plan (adopted in 2024) is incorporated by reference from our 2023 Annual Report on Form 10-K.
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 2024 Annual Meeting of Shareholders is incorporated by reference from our 1997 Annual Report on Form 10-K.

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

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

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

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

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

10.41						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.

10.42						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.

10.43						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.

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

10.45						Pfizer Inc. Amended and Restated 2019 Stock Plan is incorporated by reference from our Proxy Statement for the 2024 Annual Meeting of Shareholders.
10.46						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.

10.47						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.

*19						Corporate Policy 604A: Prohibition on Insider Trading.

*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.

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


Pfizer Inc.			2024 Form 10-K			112



*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:
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ITEM 16.			FORM 10-K SUMMARY

None.

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 27, 2025	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.


Pfizer Inc.			2024 Form 10-K			113

Signature

Title

Date

/S/ ALBERT BOURLA

Albert Bourla

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

February 27, 2025

/S/ DAVID M. DENTON

David M. Denton

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

February 27, 2025

/S/ JENNIFER B. DAMICO

Jennifer B. Damico

Senior Vice President and Controller
(Principal Accounting Officer)

February 27, 2025

/S/ RONALD E. BLAYLOCK
Ronald E. Blaylock

Director

February 27, 2025

/S/ MORTIMER J. BUCKLEY
Mortimer J. Buckley

Director

February 27, 2025

/S/ SUSAN DESMOND-HELLMANN

Susan Desmond-Hellmann

Director

February 27, 2025

/S/ JOSEPH J. ECHEVARRIA

Joseph J. Echevarria

Director

February 27, 2025

/S/ SCOTT GOTTLIEB

Scott Gottlieb

Director

February 27, 2025

/S/ HELEN H. HOBBS

Helen H. Hobbs

Director

February 27, 2025

/S/ SUSAN HOCKFIELD

Susan Hockfield

Director

February 27, 2025

/S/ DAN R. LITTMAN

Dan R. Littman

Director

February 27, 2025

/S/ SHANTANU NARAYEN

Shantanu Narayen

Director

February 27, 2025

/S/ SUZANNE NORA JOHNSON

Suzanne Nora Johnson

Director

February 27, 2025

/S/ JAMES QUINCEY

James Quincey

Director

February 27, 2025

/S/ JAMES C. SMITH

James C. Smith

Director

February 27, 2025

/S/ CYRUS TARAPOREVALA

Cyrus Taraporevala

Director

February 27, 2025


Pfizer Inc.			2024 Form 10-K			114

PFIZER INC - Annual Report: 2024 (Form 10-K)

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