Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Three Months Ended				Six Months Ended
(MILLIONS, EXCEPT PER SHARE DATA)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Revenues	$	12,734	$	27,742	$	31,015	$	53,402
Costs and expenses:
Cost of sales(a)	3,237		8,648		8,122		18,632
Selling, informational and administrative expenses(a)	3,497		3,048		6,914		5,642
Research and development expenses(a)	2,648		2,815		5,153		5,116
Acquired in-process research and development expenses	33		1		55		356
Amortization of intangible assets	1,184		822		2,287		1,657
Restructuring charges and certain acquisition-related costs	214		189		222		381

Other (income)/deductions––net	(347)		772		(277)		1,122
Income from continuing operations before provision/(benefit) for taxes on income	2,269		11,447		8,539		20,497
Provision/(benefit) for taxes on income	(71)		1,570		644		2,742
Income from continuing operations	2,340		9,877		7,895		17,756

Discontinued operations––net of tax	(2)		34		(1)		26


Net income before allocation to noncontrolling interests	2,338		9,911		7,894		17,781
Less: Net income attributable to noncontrolling interests	11		6		24		12
Net income attributable to Pfizer Inc. common shareholders	$	2,327	$	9,906	$	7,870	$	17,769

Earnings per common share––basic:
Income from continuing operations attributable to Pfizer Inc. common shareholders	$	0.41	$	1.76	$	1.40	$	3.17
Discontinued operations––net of tax	—		0.01		—		—
Net income attributable to Pfizer Inc. common shareholders	$	0.41	$	1.77	$	1.40	$	3.17

Earnings per common share––diluted:
Income from continuing operations attributable to Pfizer Inc. common shareholders	$	0.41	$	1.73	$	1.38	$	3.09
Discontinued operations––net of tax	—		0.01		—		—
Net income attributable to Pfizer Inc. common shareholders	$	0.41	$	1.73	$	1.38	$	3.10

Weighted-average shares––basic	5,646		5,593		5,640		5,605
Weighted-average shares––diluted	5,713		5,712		5,720		5,735

(a)Exclusive of amortization of intangible assets.

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Net income before allocation to noncontrolling interests	$	2,338	$	9,911	$	7,894	$	17,781

Foreign currency translation adjustments, net	242		(1,268)		343		(1,631)


Unrealized holding gains/(losses) on derivative financial instruments, net	109		651		112		854
Reclassification adjustments for (gains)/losses included in net income(a)	(163)		(144)		140		(357)
	(54)		507		251		497
Unrealized holding gains/(losses) on available-for-sale securities, net	26		(486)		113		(620)
Reclassification adjustments for (gains)/losses included in net income(b)	16		255		(493)		487

	42		(232)		(379)		(132)

Reclassification adjustments related to amortization of prior service costs and other, net	(30)		(31)		(59)		(68)
Reclassification adjustments related to curtailments of prior service costs and other, net	(7)		1		(12)		(10)
	(37)		(30)		(72)		(78)
Other comprehensive income/(loss), before tax	193		(1,023)		143		(1,344)
Tax provision/(benefit) on other comprehensive income/(loss)	9		(55)		(53)		(115)
Other comprehensive income/(loss) before allocation to noncontrolling interests	$	184	$	(968)	$	196	$	(1,228)

Comprehensive income/(loss) before allocation to noncontrolling interests	$	2,522	$	8,943	$	8,091	$	16,553
Less: Comprehensive income/(loss) attributable to noncontrolling interests	8		—		18		6
Comprehensive income/(loss) attributable to Pfizer Inc.	$	2,514	$	8,943	$	8,072	$	16,546

(a)Reclassified into Other (income)/deductions—net and Cost of sales. See Note 7E**.

(b)Reclassified into Other (income)/deductions—net.

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS


(MILLIONS)	July 2, 2023		December 31, 2022
	(Unaudited)
Assets
Cash and cash equivalents	$	2,632	$	416
Short-term investments	42,153		22,316
Trade accounts receivable, less allowance for doubtful accounts: 2023—$471; 2022—$449	10,231		10,952
Inventories	10,310		8,981
Current tax assets	3,194		3,577
Other current assets	4,828		5,017
Total current assets	73,347		51,259
Equity-method investments	11,422		11,033
Long-term investments	3,644		4,036
Property, plant and equipment, less accumulated depreciation: 2023—$15,554; 2022—$15,174	17,488		16,274
Identifiable intangible assets	41,406		43,370
Goodwill	51,572		51,375
Noncurrent deferred tax assets and other noncurrent tax assets	8,261		6,693
Other noncurrent assets	13,028		13,163

Total assets	$	220,168	$	197,205

Liabilities and Equity
Short-term borrowings, including current portion of long-term debt: 2023—$3,565; 2022—$2,560	$	3,985	$	2,945
Trade accounts payable	6,081		6,809
Dividends payable	2,315		2,303
Income taxes payable	2,928		1,587
Accrued compensation and related items	1,972		3,407
Deferred revenues	1,286		2,520
Other current liabilities	16,079		22,568

Total current liabilities	34,647		42,138

Long-term debt	61,356		32,884
Pension and postretirement benefit obligations	2,184		2,250

Noncurrent deferred tax liabilities	1,232		1,023
Other taxes payable	8,052		9,812
Other noncurrent liabilities	13,403		13,180
Total liabilities	120,875		101,288

Commitments and Contingencies


Common stock	478		476
Additional paid-in capital	92,329		91,802

Treasury stock	(114,482)		(113,969)
Retained earnings	128,796		125,656
Accumulated other comprehensive loss	(8,102)		(8,304)
Total Pfizer Inc. shareholders’ equity	99,019		95,661
Equity attributable to noncontrolling interests	274		256
Total equity	99,293		95,916
Total liabilities and equity	$	220,168	$	197,205

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)


		PFIZER INC. SHAREHOLDERS
	Common Stock				Treasury Stock
(MILLIONS, EXCEPT PER SHARE DATA)		Shares	Par Value		Add’l Paid-In Capital		Shares	Cost		Retained Earnings		Accum. Other Comp. Loss		Share- holders’ Equity		Non-controlling interests		Total Equity
Balance, April 2, 2023		9,560	$	478	$	92,153	(3,915)	$	(114,473)	$	131,101	$	(8,289)	$	100,970	$	266	$	101,236
Net income										2,327				2,327		11		2,338
Other comprehensive income/(loss), net of tax												187		187		(3)		184
Cash dividends declared, per share: $0.82
Common stock										(4,630)				(4,630)				(4,630)


Share-based payment transactions		1	—		176		—	(8)		(4)				164				164


Other					—		—	—		—				—		—		—
Balance, July 2, 2023		9,561	$	478	$	92,329	(3,916)	$	(114,482)	$	128,796	$	(8,102)	$	99,019	$	274	$	99,293

		PFIZER INC. SHAREHOLDERS
	Common Stock				Treasury Stock
(MILLIONS, EXCEPT PER SHARE DATA)		Shares	Par Value		Add’l Paid-In Capital		Shares	Cost		Retained Earnings		Accum. Other Comp. Loss		Share- holders’ Equity		Non-controlling interests		Total Equity
Balance, April 3, 2022		9,494	$	476	$	90,844	(3,903)	$	(113,931)	$	111,193	$	(6,157)	$	82,424	$	261	$	82,685
Net income										9,906				9,906		6		9,911
Other comprehensive income/(loss), net of tax												(963)		(963)		(5)		(968)
Cash dividends declared, per share: $0.80
Common stock										(4,489)				(4,489)				(4,489)


Share-based payment transactions		2	—		339		—	(8)		(2)				330				330


Other					—		—	—		—				—		—		—
Balance, July 3, 2022		9,496	$	476	$	91,183	(3,903)	$	(113,939)	$	116,608	$	(7,119)	$	87,208	$	261	$	87,469


		PFIZER INC. SHAREHOLDERS
	Common Stock				Treasury Stock
(MILLIONS, EXCEPT PER SHARE DATA)		Shares	Par Value		Add’l Paid-In Capital		Shares	Cost		Retained Earnings		Accum. Other Comp. Loss		Share- holders’ Equity		Non-controlling interests		Total Equity
Balance, January 1, 2023		9,519	$	476	$	91,802	(3,903)	$	(113,969)	$	125,656	$	(8,304)	$	95,661	$	256	$	95,916
Net income										7,870				7,870		24		7,894
Other comprehensive income/(loss), net of tax												202		202		(6)		196
Cash dividends declared, per share: $0.82
Common stock										(4,630)				(4,630)				(4,630)


Share-based payment transactions		42	2		527		(12)	(512)		(101)				(85)				(85)


Other					—		—	—		—				—		—		—
Balance, July 2, 2023		9,561	$	478	$	92,329	(3,916)	$	(114,482)	$	128,796	$	(8,102)	$	99,019	$	274	$	99,293

		PFIZER INC. SHAREHOLDERS
	Common Stock				Treasury Stock
(MILLIONS, EXCEPT PER SHARE DATA)		Shares	Par Value		Add’l Paid-In Capital		Shares	Cost		Retained Earnings		Accum. Other Comp. Loss		Share- holders’ Equity		Non-controlling interests		Total Equity
Balance, January 1, 2022		9,471	$	473	$	90,591	(3,851)	$	(111,361)	$	103,394	$	(5,897)	$	77,201	$	262	$	77,462
Net income										17,769				17,769		12		17,781
Other comprehensive income/(loss), net of tax												(1,223)		(1,223)		(6)		(1,228)
Cash dividends declared, per share: $0.80
Common stock										(4,489)				(4,489)				(4,489)


Share-based payment transactions		25	2		588		(12)	(578)		(66)				(53)				(53)
Purchases of common stock							(39)	(2,000)						(2,000)				(2,000)

Other					3		—	—		—				3		(7)		(4)
Balance, July 3, 2022		9,496	$	476	$	91,183	(3,903)	$	(113,939)	$	116,608	$	(7,119)	$	87,208	$	261	$	87,469

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022
Operating Activities
Net income before allocation to noncontrolling interests	$	7,894	$	17,781
Discontinued operations—net of tax	(1)		26
Net income from continuing operations before allocation to noncontrolling interests	7,895		17,756
Adjustments to reconcile net income before allocation to noncontrolling interests to net cash provided by/(used in) operating activities:
Depreciation and amortization	3,060		2,362
Asset write-offs and impairments	327		58
Deferred taxes	(1,471)		(3,461)

Share-based compensation expense	253		373
Benefit plan contributions in excess of expense/income	(322)		(146)
Other adjustments, net	(317)		1,270
Other changes in assets and liabilities, net of acquisitions and divestitures	(9,423)		(3,496)
Net cash provided by/(used in) operating activities from continuing operations	4		14,717
Net cash provided by/(used in) operating activities from discontinued operations	—		(5)
Net cash provided by/(used in) operating activities	4		14,711

Investing Activities
Purchases of property, plant and equipment	(2,053)		(1,394)
Purchases of short-term investments	(21,006)		(18,937)
Proceeds from redemptions/sales of short-term investments	12,594		20,151
Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of three months or less	(11,217)		(3,153)
Purchases of long-term investments	(92)		(1,324)
Proceeds from redemptions/sales of long-term investments	172		226
Acquisitions of businesses, net of cash acquired	(25)		(6,225)

Other investing activities, net	(543)		(91)


Net cash provided by/(used in) investing activities	(22,170)		(10,746)

Financing Activities
Proceeds from short-term borrowings	14		4,012

Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less	22		379
Proceeds from issuance of long-term debt	30,831		—
Payments on long-term debt	(1,269)		(1,609)
Purchases of common stock	—		(2,000)
Cash dividends paid	(4,618)		(4,493)
Other financing activities, net	(576)		(347)


Net cash provided by/(used in) financing activities	24,403		(4,058)
Effect of exchange-rate changes on cash and cash equivalents and restricted cash and cash equivalents	(7)		(67)
Net increase/(decrease) in cash and cash equivalents and restricted cash and cash equivalents	2,229		(159)
Cash and cash equivalents and restricted cash and cash equivalents, at beginning of period	468		1,983
Cash and cash equivalents and restricted cash and cash equivalents, at end of period	$	2,698	$	1,824
Supplemental Cash Flow Information
Cash paid/(received) during the period for:
Income taxes	$	2,025	$	3,098
Interest paid	821		771
Interest rate hedges	31		(10)

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation and Significant Accounting Policies

A. Basis of Presentation

We prepared these condensed consolidated financial statements in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2022 Form 10-K. As permitted under the SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted.

These financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods presented. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our 2022 Form 10-K*.* Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.

Pfizer’s fiscal quarter-end for subsidiaries operating outside the U.S. is as of and for the three and six months ended May 28, 2023 and May 29, 2022, and for U.S. subsidiaries is as of and for the three and six months ended July 2, 2023 and July 3, 2022.

We manage our commercial operations through two operating segments, each led by a single manager: Biopharma and Business Innovation. Biopharma is the only reportable segment. See Note 13A below and Note 17A in our 2022 Form 10-K*.*

Business development activities impacted financial results in the periods presented. In March 2023, we and Seagen announced that the companies entered into an agreement under which we will acquire Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $229 in cash per Seagen share for a total enterprise value of approximately $43 billion. We expect to finance the transaction substantially through $31 billion of long-term debt issued in May 2023 (see Note 7D), and the balance from a combination of short-term financing and existing cash. The transaction was approved by Seagen’s shareholders in May 2023. The transaction is expected to close in late 2023 or early 2024, and remains subject to customary closing conditions, including receipt of required regulatory approvals. See Note 2 below, as well as Notes 1A and 2 in our 2022 Form 10-K.

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

B. New Accounting Standards Adopted in 2023

On January 1, 2023, we adopted a new accounting standard for supplier finance programs which requires increased disclosures in the notes to our financial statements. See Note 8C**.

In the second quarter of 2023, we adopted new accounting standards on reference rate reform that provide temporary optional expedients and exceptions to the guidance for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that were discontinued after June 30, 2023. We applied certain of the optional expedients related to hedge accounting relationships. The main purpose of the expedients is to allow hedge accounting to continue uninterrupted and make it easier to apply the requirements to maintain hedge accounting during the transition period through December 31, 2024.

C. Revenues and Trade Accounts Receivable

*Customers––*Our prescription biopharmaceutical products, with the exception of Paxlovid, are sold principally to wholesalers, but we also sell directly to retailers, hospitals, clinics, government agencies and pharmacies. We principally sell Paxlovid to government agencies and distributors. In the U.S., we primarily sell our vaccines directly to the federal government (including the CDC), wholesalers, individual provider offices, retail pharmacies and integrated delivery systems. Outside the U.S., we primarily sell our vaccines to government and non-government institutions.

*Deductions from Revenues––*Our accruals for Medicare, Medicaid and related state program and performance-based contract rebates, chargebacks, sales allowances and sales returns and cash discounts are as follows:


(MILLIONS)	July 2, 2023		December 31, 2022
Reserve against Trade accounts receivable, less allowance for doubtful accounts	$	1,236	$	1,200
Other current liabilities:
Accrued rebates	4,868		4,479
Other accruals	412		430
Other noncurrent liabilities	473		612
Total accrued rebates and other sales-related accruals	$	6,989	$	6,722

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

*Trade Accounts Receivable––*Trade accounts receivable are stated at their net realizable value. The allowance for credit losses reflects our best estimate of expected credit losses of the receivables portfolio determined on the basis of historical experience, current information, and forecasts of future economic conditions. In developing the estimate for expected credit losses, trade accounts receivables are segmented into pools of assets depending on market (U.S. versus international), delinquency status, and customer type (high risk versus low risk and government versus non-government), and fixed reserve percentages are established for each pool of trade accounts receivables.

In determining the reserve percentages for each pool of trade accounts receivables, we considered our historical experience with certain customers and customer types, regulatory and legal environments, country and political risk, and other relevant current and future forecasted macroeconomic factors. When management becomes aware of certain customer-specific factors that impact credit risk, specific allowances for these known troubled accounts are recorded.

During the three and six months ended July 2, 2023 and July 3, 2022, additions to the allowance for credit losses, write-offs and recoveries of customer receivables were not material to our condensed consolidated financial statements. For additional information on our trade accounts receivable, see Note 1G in our 2022 Form 10-K.

Note 2. Acquisitions, Discontinued Operations, Equity-Method Investment and Research and Development Arrangement

A. Acquisitions

*GBT––*On October 5, 2022, we acquired GBT, a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments for underserved patient communities, starting with sickle cell disease. The total fair value of the consideration transferred was $5.7 billion ($5.2 billion, net of cash acquired). In connection with this business combination, we provisionally recorded: (i) $4.4 billion in Identifiable intangible assets, consisting of $3.0 billion of IPR&D and $1.4 billion of developed technology rights with a useful life of six years, (ii) $1.1 billion of Goodwill, (iii) $672 million of inventories to be sold over approximately three years, (iv) $568 million of net deferred tax liabilities and (v) $331 million of assumed long-term debt that was paid in full in the fourth quarter of 2022. The allocation of the consideration transferred to the assets acquired and liabilities assumed has not yet been finalized.

*Biohaven––*On October 3, 2022, we acquired Biohaven, the maker of Nurtec ODT/Vydura (rimegepant), an innovative therapy approved for both acute treatment of migraine and prevention of episodic migraine in adults. The total fair value of the consideration transferred was $11.8 billion, which includes the fair value of Pfizer’s previous investment in Biohaven on the acquisition date of approximately $300 million. In connection with this business combination, we provisionally recorded: (i) $12.1 billion in Identifiable intangible assets, consisting of $11.6 billion of developed technology rights with a useful life of 11 years and $450 million of IPR&D, (ii) $813 million of inventories to be sold over approximately two years, (iii) $795 million of Goodwill, (iv) $398 million of trade accounts receivable, (v) $1.4 billion of assumed long-term debt that was paid in full in the fourth quarter of 2022, (vi) $566 million of net deferred tax liabilities and (vii) $476 million of Other current liabilities. The allocation of the consideration transferred to the assets acquired and liabilities assumed has not yet been finalized.

*Arena––*On March 11, 2022, we acquired Arena, a clinical stage company with development-stage therapeutic candidates in gastroenterology, dermatology and cardiology. The total fair value of the consideration transferred was $6.6 billion ($6.2 billion, net of cash acquired). The final allocation of the consideration transferred to the assets acquired and the liabilities assumed was completed in the first quarter of 2023. In connection with this business combination, we recorded: (i) $5.5 billion in Identifiable intangible assets, consisting of $5.0 billion of IPR&D and $460 million of indefinite-lived licensing agreements and other, (ii) $1.0 billion of Goodwill and (iii) $490 million of net deferred tax liabilities.

B. Discontinued Operations

Discontinued operations––net of tax in the periods presented relate to post-close adjustments for previously divested businesses. In the three and six months ended July 2, 2023 and July 3, 2022, amounts recorded under interim agreements, including TSAs and MSAs, associated with these disposals were not material. Under agreements related to the 2020 spin-off and the combination of the Upjohn Business with Mylan to form Viatris, net amounts due to Viatris were $25 million as of July 2, 2023 and $94 million as of December 31, 2022. The cash flows associated with the agreements are included in Net cash provided by/(used in) operating activities. For information about the nature of these agreements, see Note 2B in our 2022 Form 10-K.

C. Equity-Method Investment

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

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

consumer healthcare business of GSK and Pfizer following the demerger. We continue to own 32% of the ordinary shares of Haleon after the demerger.

The carrying value of our investment in Haleon as of July 2, 2023 and as of December 31, 2022 is $11.2 billion and $10.8 billion, respectively, and is reported in Equity-method investments. The fair value of our investment in Haleon as of July 2, 2023, based on quoted market prices of Haleon stock, was $12.1 billion. Haleon/the Consumer Healthcare JV is a foreign investee whose reporting currency is the U.K. pound, and therefore we translate its financial statements into U.S. dollars and recognize the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income. The increase in the value of our investment from December 31, 2022 is primarily due to $271 million in pre-tax foreign currency translation adjustments (see Note 6) and our share of Haleon’s earnings of $219 million, partially offset by $88 million in dividends received. We record our share of earnings from Haleon/the Consumer Healthcare JV on a quarterly basis on a one-quarter lag in Other (income)/deductions––net. Our total share of Haleon’s earnings generated in the first quarter of 2023, which we recorded in our operating results in the second quarter of 2023, was $151 million. Our total share of Haleon’s earnings generated in the fourth quarter of 2022 and first quarter of 2023, which we recorded in our operating results in the first six months of 2023, was $219 million. Our total share of the JV’s earnings generated in the first quarter of 2022, which we recorded in our operating results in the second quarter of 2022, was $150 million. Our total share of the JV’s earnings generated in the fourth quarter of 2021 and first quarter of 2022, which we recorded in our operating results in the first six months of 2022, was $335 million. The total amortization and adjustment of basis differences resulting from the excess of the initial fair value of our investment over the underlying equity in the carrying value of the net assets of Haleon/the Consumer Healthcare JV is included in Other (income)/deductions—net and was not material to our results of operations in the periods presented. See Note 4**.



Summarized financial information for our equity-method investee, Haleon/the Consumer Healthcare JV, for the three and six months ending March 31, 2023, the most recent period available, and for the three and six months ending March 31, 2022, is as follows:
	Three Months Ended				Six Months Ended
(MILLIONS)	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Net sales	$	3,627	$	3,526	$	6,889	$	6,945
Cost of sales	(1,392)		(1,322)		(2,888)		(2,634)
Gross profit	$	2,235	$	2,204	$	4,001	$	4,312
Income from continuing operations	504		487		730		1,077
Net income	504		487		730		1,077
Income attributable to shareholders	473		468		684		1,046

D. Research and Development Arrangement

*Research and Development Funding Arrangement with Blackstone––*In April 2023, we entered into an arrangement with Blackstone under which we will receive up to a total of $550 million in 2023 through 2026 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses for the second quarter of 2023 was $45 million. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $468 million contingent upon the successful results of the clinical trials. Fixed milestone payments due upon approval will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $550 million in total based on achievement of certain levels of cumulative applicable net sales, as well as royalties based on a mid-to-high single digit percentage of the applicable net sales. Fixed sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product, and royalties on net sales will be recorded as Cost of sales when incurred.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives

A. Transforming to a More Focused Company Program

In 2019, we announced that we would be incurring costs associated with our Transforming to a More Focused Company Program, a multi-year effort to ensure our cost base aligns appropriately with our operating structure following Pfizer’s transformation into a more focused, innovative science-based global biopharmaceutical business. This program includes activities to (i) restructure our corporate enabling functions to appropriately support our operating structure; (ii) transform our commercial go-to-market model; and (iii) optimize our manufacturing network and R&D operations.

The activities associated with transforming our commercial go-to-market model are substantially complete. Activities associated with restructuring our corporate enabling functions and optimizing our manufacturing network and R&D operations are ongoing and are expected to be substantially completed by the end of 2023. The costs to restructure our corporate enabling functions, and to optimize our R&D operations and reduce cycle times, as well as to further prioritize our internal R&D portfolio, primarily include severance and implementation costs. The costs to optimize our manufacturing network largely include severance, implementation costs, product transfer costs, site exit costs, and accelerated depreciation.

From the start of this program in the fourth quarter of 2019 through July 2, 2023, we incurred costs of $3.8 billion, of which $1.5 billion ($1.1 billion of restructuring charges) is associated with Biopharma. We have incurred approximately 85% of total expected costs to date, and we expect the remaining costs to be substantially incurred through 2023.

B. Key Activities


The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Restructuring charges/(credits):
Employee terminations	$	96	$	110	$	61	$	135
Asset impairments	15		20		4		28
Exit costs/(credits)	27		18		29		29
Restructuring charges/(credits)(a)	138		147		94		191
Transaction costs(b)	8		36		8		42
Integration costs and other(c)	68		6		120		148
Restructuring charges and certain acquisition-related costs	214		189		222		381
Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net	(2)		—		(7)		(6)




Additional depreciation––asset restructuring recorded in our condensed consolidated statements of income, mainly in Cost of sales(d)	4		7		23		15
Implementation costs recorded in our condensed consolidated statements of income as follows(e):
Cost of sales	13		15		27		27
Selling, informational and administrative expenses	67		134		126		208
Research and development expenses	19		—		30		—

Total implementation costs	98		149		183		235
Total costs associated with acquisitions and cost-reduction/productivity initiatives	$	313	$	345	$	420	$	625

(a)Primarily represents cost reduction initiatives. Restructuring charges/(credits) associated with Biopharma: charges of $4 million and credits of $23 million for the three and six months ended July 2, 2023, respectively, and charges of $50 million and $46 million for the three and six months ended July 3, 2022, respectively.

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

(c)Represents external, incremental costs directly related to integrating acquired businesses, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs. In the six months ended July 2, 2023, integration costs and other were mostly related to our acquisitions of GBT and Biohaven. In the six months ended July 3, 2022, integration costs and other were mostly related to our acquisition of Arena, including $138 million in payments to Arena employees in the first quarter of 2022 for the fair value of previously unvested long-term incentive awards that was recognized as post-closing compensation expense.

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

(e)Represents external, incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following summarizes the components and changes in restructuring accruals:
(MILLIONS)	Employee Termination Costs		Asset Impairment Charges		Exit Costs		Accrual
Balance, December 31, 2022(a)	$	1,196	$	—	$	8	$	1,204
Provision/(credit)	61		4		29		94
Utilization and other(b)	(556)		(4)		(23)		(584)
Balance, July 2, 2023(c)	$	700	$	—	$	14	$	714

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

(b)Other activity includes adjustments for foreign currency translation that are not material.

(c)Included in Other current liabilities ($556 million) and Other noncurrent liabilities ($158 million).

Note 4. Other (Income)/Deductions—Net


Components of Other (income)/deductions––net include:
	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Interest income	$	(316)	$	(30)	$	(493)	$	(44)
Interest expense	508		293		826		614
Net interest expense(a)	192		263		333		571
Royalty-related income	(273)		(217)		(477)		(389)
Net (gains)/losses on asset disposals	5		—		(2)		(1)
Net (gains)/losses recognized during the period on equity securities(b)	(135)		541		316		1,241
Income from collaborations, out-licensing arrangements and sales of compound/product rights	(7)		(5)		(74)		(14)
Net periodic benefit costs/(credits) other than service costs	(88)		295		(168)		12
Certain legal matters, net(c)	139		19		175		98
Certain asset impairments(d)	—		—		264		—
Haleon/Consumer Healthcare JV equity method (income)/loss(e)	(156)		(149)		(224)		(334)
Other, net(f)	(24)		26		(421)		(62)
Other (income)/deductions––net	$	(347)	$	772	$	(277)	$	1,122

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

(b)The net gains in the second quarter of 2023 include, among other things, unrealized gains of $202 million related to our investment in Cerevel Therapeutics Holdings, Inc. (Cerevel). The net losses in the first six months of 2023 include, among other things, unrealized losses of $276 million related to our investment in BioNTech. The net losses in 2022 included, among other things, unrealized losses of $432 million in the second quarter and $776 million in the first six months related to our investments in BioNTech and Cerevel.

(c)The second quarter and first six months of 2023 primarily include certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer. The second quarter and first six months of 2022 primarily included certain product liability expenses related to products discontinued and/or divested by Pfizer. The first six months of 2022 also included legal obligations related to pre-acquisition commitments.

(d)The first six months of 2023 primarily represents intangible asset impairment charges, including $128 million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflects unfavorable pivotal trial results and updated commercial forecasts, and $120 million associated with our Biopharma segment resulting from the discontinuation of a study related to an out-licensed IPR&D asset for the treatment of prostate cancer, acquired in our Array BioPharma Inc. acquisition.

(e)See Note 2C**.

(f)The first six months of 2023 primarily includes, among other things, dividend income of $211 million from our investment in Nimbus resulting from Takeda Pharmaceutical Company Limited’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary, and $183 million from our investment in ViiV.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Additional information about the intangible assets that were impaired during 2023 follows:
									Six Months Ended
	Fair Value(a)								July 2, 2023
(MILLIONS)	Amount		Level 1		Level 2		Level 3		Impairment
Intangible assets––Licensing agreements and other(b)	$	—	$	—	$	—	$	—	$	120
Intangible assets––IPR&D(b)	—		—		—		—		94
Intangible assets––Developed technology rights(b)	—		—		—		—		34
Total	$	—	$	—	$	—	$	—	$	248

(a)The fair value amount is presented as of the date of impairment, as this asset is not measured at fair value on a recurring basis. See also Note 1E in our 2022 Form 10-K*.*

(b)Reflects intangible assets written down to fair value in 2023. Fair value was determined using the income approach, specifically the multi-period excess earnings method, also known as the discounted cash flow method. We started with a forecast of all the expected net cash flows for the asset and then applied an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the product; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

Note 5. Tax Matters

A. Taxes on Income from Continuing Operations

Our effective tax rate for continuing operations was (3.1)% for the second quarter of 2023, compared to 13.7% for the second quarter of 2022, and was 7.5% for the first six months of 2023, compared to 13.4% for the first six months of 2022. The negative effective tax rate for the second quarter of 2023 and the lower effective tax rates for the second quarter and first six months of 2023, compared to the second quarter and first six months of 2022, were primarily due to tax benefits in the second quarter of 2023 related to global income tax resolutions in multiple jurisdictions spanning multiple tax years and a favorable change in the jurisdictional mix of earnings.

We elected, with the filing of our 2018 U.S. Federal Consolidated Income Tax Return, to pay our initial estimated $15 billion repatriation tax liability on accumulated post-1986 foreign earnings over eight years through 2026. The fifth annual installment of this liability was paid by its April 18, 2023 due date. The sixth annual installment is due April 15, 2024 and is reported in current Income taxes payable as of July 2, 2023. The remaining liability is reported in noncurrent Other taxes payable. Our obligations may vary as a result of changes in our uncertain tax positions and/or availability of attributes such as foreign tax and other credit carryforwards.

B. Tax Contingencies

We are subject to income tax in many jurisdictions, and a certain degree of estimation is required in recording the assets and liabilities related to income taxes. All of our tax positions are subject to audit by the local taxing authorities in each tax jurisdiction. These tax audits can involve complex issues, interpretations and judgments and the resolution of matters may span multiple years, particularly if subject to negotiation or litigation.

The U.S. is one of our major tax jurisdictions, and we are regularly audited by the IRS. With respect to Pfizer, tax years 2016-2018 are under audit. Tax years 2019-2023 are open but not under audit. All other tax years are closed. In addition to the open audit years in the U.S., we have open audit years and certain related audits, appeals and investigations in certain major international tax jurisdictions dating back to 2012.

See Note 5D in our 2022 Form 10-K.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

C. Tax Provision/(Benefit) on Other Comprehensive Income/(Loss)


Components of Tax provision/(benefit) on other comprehensive income/(loss) include:
	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Foreign currency translation adjustments, net(a)	$	20	$	(114)	$	(5)	$	(185)
Unrealized holding gains/(losses) on derivative financial instruments, net	25		98		28		130
Reclassification adjustments for (gains)/losses included in net income	(33)		(3)		(12)		(26)
	(8)		95		16		105
Unrealized holding gains/(losses) on available-for-sale securities, net	3		(61)		14		(78)
Reclassification adjustments for (gains)/losses included in net income	2		32		(62)		61
	5		(29)		(47)		(17)






Reclassification adjustments related to amortization of prior service costs and other, net	(7)		(7)		(14)		(16)
Reclassification adjustments related to curtailments of prior service costs and other, net	(1)		—		(3)		(2)

	(8)		(8)		(17)		(18)
Tax provision/(benefit) on other comprehensive income/(loss)	$	9	$	(55)	$	(53)	$	(115)

(a)Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that we intend to hold indefinitely.

Note 6. Accumulated Other Comprehensive Loss, Excluding Noncontrolling Interests


The following summarizes the changes, net of tax, in Accumulated other comprehensive loss:
	Net Unrealized Gains/(Losses)						Benefit Plans
(MILLIONS)	Foreign Currency Translation Adjustments(a)		Derivative Financial Instruments		Available-For-Sale Securities		Prior Service (Costs)/Credits and Other		Accumulated Other Comprehensive Income/(Loss)
Balance, December 31, 2022	$	(8,360)	$	(412)	$	220	$	248	$	(8,304)
Other comprehensive income/(loss)(b)	354		235		(332)		(55)		202
Balance, July 2, 2023	$	(8,006)	$	(177)	$	(112)	$	193	$	(8,102)

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

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

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 7. Financial Instruments

A. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy, using a Market Approach:


	July 2, 2023						December 31, 2022
(MILLIONS)	Total		Level 1		Level 2		Total		Level 1		Level 2
Financial assets:
Short-term investments
Equity securities with readily determinable fair values:
Money market funds	$	17,639	$	—	$	17,639	$	1,588	$	—	$	1,588

Available-for-sale debt securities:
Government and agency—non-U.S.	15,492		—		15,492		15,915		—		15,915
Government and agency—U.S.	6,348		—		6,348		1,313		—		1,313
Corporate and other	2,252		—		2,252		1,514		—		1,514
	24,091		—		24,091		18,743		—		18,743
Total short-term investments	41,730		—		41,730		20,331		—		20,331
Other current assets
Derivative assets:

Foreign exchange contracts	562		—		562		714		—		714
Total other current assets	562		—		562		714		—		714
Long-term investments
Equity securities with readily determinable fair values(a)	2,507		2,500		6		2,836		2,823		13

Available-for-sale debt securities:
Government and agency—non-U.S.	181		—		181		280		—		280

Corporate and other	73		—		73		72		—		72
	254		—		254		352		—		352
Total long-term investments	2,761		2,500		260		3,188		2,823		365
Other noncurrent assets
Derivative assets:

Foreign exchange contracts	292		—		292		364		—		364
Total derivative assets	292		—		292		364		—		364
Insurance contracts(b)	745		—		745		665		—		665
Total other noncurrent assets	1,036		—		1,036		1,028		—		1,028
Total assets	$	46,089	$	2,500	$	43,588	$	25,261	$	2,823	$	22,439

Financial liabilities:
Other current liabilities
Derivative liabilities:
Interest rate contracts	$	15	$	—	$	15	$	10	$	—	$	10
Foreign exchange contracts	371		—		371		694		—		694
Total other current liabilities	386		—		386		704		—		704
Other noncurrent liabilities
Derivative liabilities:
Interest rate contracts	318		—		318		321		—		321
Foreign exchange contracts	902		—		902		864		—		864
Total other noncurrent liabilities	1,221		—		1,221		1,185		—		1,185
Total liabilities	$	1,606	$	—	$	1,606	$	1,889	$	—	$	1,889

(a)Long-term equity securities of $121 million as of July 2, 2023 and $143 million as of December 31, 2022 were held in restricted trusts for U.S. non-qualified employee benefit plans.

(b)Includes life insurance policies held in restricted trusts for U.S. non-qualified employee benefit plans. The underlying invested assets in these contracts are marketable securities, which are carried at fair value, with changes in fair value recognized in Other (income)/deductions—net (see Note 4).

*Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis––*The carrying value of Long-term debt, excluding the current portion was $61 billion as of July 2, 2023 and $33 billion as of December 31, 2022. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $60 billion as of July 2, 2023 and $30 billion as of December 31, 2022.

The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities, long-term receivables and short-term borrowings not measured at fair value on a recurring basis were not significant

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

as of July 2, 2023 and December 31, 2022. The fair value measurements of our held-to-maturity debt securities and short-term borrowings are based on Level 2 inputs. The fair value measurements of our long-term receivables and private equity securities are based on Level 3 inputs.

B. Investments

Total Short-Term, Long-Term and Equity-Method Investments


The following summarizes our investments by classification type:
(MILLIONS)	July 2, 2023		December 31, 2022
Short-term investments
Equity securities with readily determinable fair values(a)	$	17,639	$	1,588
Available-for-sale debt securities	24,091		18,743
Held-to-maturity debt securities	423		1,985
Total Short-term investments	$	42,153	$	22,316

Long-term investments
Equity securities with readily determinable fair values(b)	$	2,507	$	2,836

Available-for-sale debt securities	254		352
Held-to-maturity debt securities	50		48
Private equity securities at cost(b)	833		800
Total Long-term investments	$	3,644	$	4,036
Equity-method investments	11,422		11,033
Total long-term investments and equity-method investments	$	15,066	$	15,069
Held-to-maturity cash equivalents	$	602	$	679

(a)Includes money market funds primarily invested in U.S. Treasury and government debt.

(b)Represent investments in the life sciences sector.

Debt Securities


Our investment portfolio consists of investment-grade debt securities issued across diverse governments, corporate and financial institutions:
	July 2, 2023														December 31, 2022
			Gross Unrealized						Contractual or Estimated Maturities (in Years)								Gross Unrealized
(MILLIONS)	Amortized Cost		Gains		Losses		Fair Value		Within 1		Over 1 to 5		Over 5		Amortized Cost		Gains		Losses		Fair Value
Available-for-sale debt securities
Government and agency––non-U.S.	$	15,791	$	7	$	(124)	$	15,673	$	15,492	$	181	$	—	$	15,946	$	297	$	(48)	$	16,195
Government and agency––U.S.	6,351		—		(3)		6,348		6,348		—		—		1,313		—		—		1,313
Corporate and other	2,332		—		(8)		2,324		2,252		73		—		1,584		7		(4)		1,586
Held-to-maturity debt securities
Time deposits and other	1,071		—		—		1,071		1,025		35		11		1,171		—		—		1,171
Government and agency––non-U.S.	4		—		—		4		—		3		1		1,542		—		—		1,542
Total debt securities	$	25,548	$	7	$	(135)	$	25,420	$	25,116	$	293	$	11	$	21,556	$	304	$	(53)	$	21,807

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

Equity Securities


The following presents the calculation of the portion of unrealized (gains)/losses that relates to equity securities, excluding equity-method investments, held at the reporting date:
	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Net (gains)/losses recognized during the period on equity securities(a)	$	(135)	$	541	$	316	$	1,241
Less: Net (gains)/losses recognized during the period on equity securities sold during the period	(14)		(68)		(47)		(79)
Net unrealized (gains)/losses during the reporting period on equity securities still held at the reporting date(b)	$	(121)	$	610	$	363	$	1,320

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(a)Reported in Other (income)/deductions––net. See Note 4.

(b)Included in net unrealized (gains)/losses are observable price changes on equity securities without readily determinable fair values. As of July 2, 2023, there were cumulative impairments and downward adjustments of $170 million and upward adjustments of $200 million. Impairments, downward and upward adjustments were not significant in the second quarters and first six months of 2023 and 2022.

C. Short-Term Borrowings


Short-term borrowings include:
(MILLIONS)	July 2, 2023		December 31, 2022

Current portion of long-term debt, principal amount	$	3,550	$	2,550
Other short-term borrowings, principal amount(a)	420		385
Total short-term borrowings, principal amount	3,970		2,935
Net fair value adjustments	15		10

Total Short-term borrowings, including current portion of long-term debt, carried at historical proceeds, as adjusted	$	3,985	$	2,945

(a)Primarily includes cash collateral. See Note 7F.

D. Long-Term Debt

Issuance


In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, the following senior unsecured notes as part of the financing for our proposed acquisition of Seagen(a), (b):
(MILLIONS)		Principal
Interest Rate	Maturity Date	July 2, 2023
4.65%(c)	May 19, 2025	$	3,000
4.45%(c)	May 19, 2026	3,000
4.45%(c)	May 19, 2028	4,000
4.65%(c)	May 19, 2030	3,000
4.75%	May 19, 2033	5,000
5.11%(c)	May 19, 2043	3,000
5.30%	May 19, 2053	6,000
5.34%(c)	May 19, 2063	4,000
Total long-term debt issued in the second quarter of 2023(d)		$	31,000

(a)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 proposed acquisition of Seagen and has no assets or operations and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future.

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

(c)The notes are subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes, plus any accrued and unpaid interest) under certain circumstances if the proposed acquisition of Seagen is terminated or does not close by an agreed upon date.

(d)The weighted average effective interest rate for the notes at issuance was 4.93%.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following outlines our senior unsecured long-term debt* and the weighted-average stated interest rate by maturity:
(MILLIONS)	July 2, 2023		December 31, 2022
Notes due 2024 (3.9% for 2022)(a)	$	—	$	2,250
Notes due 2025 (3.9% for 2023 and 0.8% for 2022)	3,750		750
Notes due 2026 (3.7% for 2023 and 2.9% for 2022)	6,000		3,000
Notes due 2027 (2.1% for 2023 and 2022)	1,017		1,000
Notes due 2028 (4.6% for 2023 and 4.8% for 2022)	5,660		1,660
Notes due 2029 (3.5% for 2023 and 2022)	1,750		1,750
Notes due 2030-2034 (4.1% for 2023 and 2.9% for 2022)	12,000		4,000
Notes due 2035-2039 (5.8% for 2023 and 2022)	8,046		8,017
Notes due 2040-2044 (4.1% for 2023 and 3.6% for 2022)	7,990		4,903
Notes due 2045-2049 (4.1% for 2023 and 2022)	3,500		3,500
Notes due 2050-2063 (5.0% for 2023 and 2.7% for 2022)	11,250		1,250
Total long-term debt, principal amount	$	60,963	$	32,080
Net fair value adjustments related to hedging and purchase accounting	892		959
Net unamortized discounts, premiums and debt issuance costs	(499)		(175)
Other long-term debt	—		20
Total long-term debt, carried at historical proceeds, as adjusted	$	61,356	$	32,884
Current portion of long-term debt, carried at historical proceeds, as adjusted (not included above (3.9% for 2023 and 3.7% for 2022))	$	3,565	$	2,560

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

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

E. Derivative Financial Instruments and Hedging Activities

*Foreign Exchange Risk––*A significant portion of our revenues, earnings and net investments in foreign affiliates is exposed to changes in foreign exchange rates. Where foreign exchange risk is not offset by other exposures, we manage our foreign exchange risk principally through the use of derivative financial instruments and foreign currency debt. These financial instruments serve to mitigate the impact on net income as a result of remeasurement into another currency, or against the impact of translation into U.S. dollars of certain foreign exchange-denominated transactions.

The derivative financial instruments primarily hedge or offset exposures in the euro, U.K. Pound, Japanese Yen, Chinese renminbi, Singapore dollar and Canadian dollar, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years. We may seek to protect against possible declines in the reported net investments of our foreign business entities.

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


The following summarizes the fair value of the derivative financial instruments and notional amounts:
	July 2, 2023						December 31, 2022
			Fair Value						Fair Value
(MILLIONS)	Notional		Asset		Liability		Notional		Asset		Liability
Derivatives designated as hedging instruments:
Foreign exchange contracts(a)	$	24,145	$	630	$	1,095	$	26,603	$	838	$	1,196
Interest rate contracts	2,250		—		333		2,250		—		331
			630		1,428				838		1,527
Derivatives not designated as hedging instruments:
Foreign exchange contracts	$	22,630	223		178		$	29,814	240		362

Total			$	853	$	1,606			$	1,078	$	1,889

(a)The notional amount of outstanding foreign exchange contracts hedging our intercompany forecasted inventory sales was $4.6 billion as of July 2, 2023 and $4.4 billion as of December 31, 2022.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following summarizes information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk exposures:
	Gains/(Losses) Recognized in OID(a)				Gains/(Losses) Recognized in OCI(a)				Gains/(Losses) Reclassified from OCI into OID and COS(a)
	Three Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Derivative Financial Instruments in Cash Flow Hedge Relationships:
Interest rate contracts	$	—	$	—	$	68	$	—	$	—	$	—
Foreign exchange contracts(b)	—		—		6		624		126		119
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		34		27		37		25
Derivative Financial Instruments in Fair Value Hedge Relationships:
Interest rate contracts	(45)		(66)		—		—		—		—
Hedged item	45		66		—		—		—		—


Derivative Financial Instruments in Net Investment Hedge Relationships:
Foreign exchange contracts	—		—		(70)		674		—		—
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		9		59		33		33
Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):

Foreign currency long-term debt	—		—		(1)		48		—		—
Derivative Financial Instruments Not Designated as Hedges:
Foreign exchange contracts	99		(394)		—		—		—		—

	$	99	$	(394)	$	47	$	1,432	$	196	$	177



	Gains/(Losses) Recognized in OID(a)				Gains/(Losses) Recognized in OCI(a)				Gains/(Losses) Reclassified from OCI into OID and COS(a)
	Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Derivative Financial Instruments in Cash Flow Hedge Relationships:
Interest rate contracts	$	—	$	—	$	68	$	—	$	—	$	—
Foreign exchange contracts(b)	—		—		(47)		811		(230)		314
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		90		43		90		43
Derivative Financial Instruments in Fair Value Hedge Relationships:
Interest rate contracts	3		(222)		—		—		—		—
Hedged item	(3)		222		—		—		—		—


Derivative Financial Instruments in Net Investment Hedge Relationships:
Foreign exchange contracts	—		—		(283)		933		—		—
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		76		(15)		67		63
Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):
Foreign currency short-term borrowings	—		—		—		26		—		—
Foreign currency long-term debt	—		—		(17)		70		—		—
Derivative Financial Instruments Not Designated as Hedges:
Foreign exchange contracts	116		(413)		—		—		—		—

	$	116	$	(413)	$	(113)	$	1,868	$	(73)	$	421

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(a)OID = Other (income)/deductions—net, included in Other (income)/deductions—net in the condensed consolidated statements of income*.* COS = Cost of Sales, included in Cost of sales in the condensed consolidated statements of income. OCI = Other comprehensive income/(loss), included in the condensed consolidated statements of comprehensive income*.*

(b)The amounts reclassified from OCI into COS were:

a net gain of $55 million in the second quarter of 2023;
a net gain of $146 million in the first six months of 2023;
a net gain of $68 million in the second quarter of 2022; and
a net gain of $102 million in the first six months of 2022.

The remaining amounts were reclassified from OCI into OID. Based on quarter-end foreign exchange rates that are subject to change, we expect to reclassify a pre-tax gain of $208 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 20 years and relates to foreign currency debt.

(c)The amounts reclassified from OCI were reclassified into OID.

(d)Short-term borrowings and long-term debt include foreign currency borrowings, which are used in net investment hedges. The related long-term debt carrying values as of July 2, 2023 and December 31, 2022 were $812 million and $795 million, respectively.


The following summarizes cumulative basis adjustments to our debt in fair value hedges:
	July 2, 2023						December 31, 2022
			Cumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying Amount						Cumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying Amount
(MILLIONS)	Carrying Amount of Hedged Assets/Liabilities(a)		Active Hedging Relationships		Discontinued Hedging Relationships		Carrying Amount of Hedged Assets/Liabilities(a)		Active Hedging Relationships		Discontinued Hedging Relationships


Short-term borrowings, including current portion of long-term debt	$	—	$	—	$	13	$	—	$	—	$	10
Long-term debt	$	2,236	$	(318)	$	989	$	2,235	$	(321)	$	1,042

(a)Carrying amounts exclude the cumulative amount of fair value hedging adjustments.

F. Credit Risk

A significant portion of our trade accounts receivable balances are due from wholesalers and governments. For additional information on our trade accounts receivables with significant customers, see Note 13C below and Note 17C in our 2022 Form 10-K.

As of July 2, 2023, the largest investment exposures in our portfolio consist primarily of money market funds mainly invested in U.S. Treasury and government debt, as well as sovereign debt instruments issued by the U.S., Germany, Canada, Japan, and France.

With respect to our derivative financial instrument agreements with financial institutions, we do not expect to incur a significant loss from failure of any counterparty. Derivative financial instruments are executed under International Swaps and Derivatives Association master agreements with credit-support annexes that contain zero threshold provisions requiring collateral to be exchanged daily depending on levels of exposure. As a result, there are no significant concentrations of credit risk with any individual financial institution. As of July 2, 2023, the aggregate fair value of these derivative financial instruments that are in a net payable position was $854 million, for which we have posted collateral of $867 million with a corresponding amount reported in Short-term investments. As of July 2, 2023, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $422 million, for which we have received collateral of $366 million with a corresponding amount reported in Short-term borrowings, including current portion of long-term debt.

Note 8. Other Financial Information

A. Inventories


The following summarizes the components of Inventories:
(MILLIONS)	July 2, 2023		December 31, 2022
Finished goods	$	3,048	$	2,603
Work-in-process	6,409		5,519
Raw materials and supplies	854		859
Inventories(a)	$	10,310	$	8,981
Noncurrent inventories not included above(b)	$	5,868	$	5,827

(a)The increase from December 31, 2022 reflects higher inventory levels for Paxlovid and, to a lesser extent, increases for certain products due to supply recovery and inventory build, partially offset by decreases due to net market demand.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(b)Included in Other noncurrent assets. Based on our current estimates and assumptions, there are no recoverability issues for these amounts, which are primarily related to Paxlovid.

B. Other Current Liabilities

Other current liabilities includes, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $1.3 billion as of July 2, 2023 and $5.2 billion as of December 31, 2022.

C. Supplier Finance Program Obligation

We maintain voluntary supply chain finance agreements with several participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Pfizer to these financial institutions. Our suppliers negotiate their financing agreements directly with the respective financial institutions and we are not a party to these agreements. We have no economic interest in our suppliers’ decision to participate and we pay the financial institutions the stated amount of confirmed invoices on the original maturity dates, which is generally within 90 to 120 days of the invoice date. The agreements with the financial institutions do not require Pfizer to provide assets pledged as security or other forms of guarantees for the supplier finance program. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within trade payables in our consolidated balance sheet. As of July 2, 2023 and December 31, 2022, respectively, $779 million and $849 million of our trade payables to suppliers who participate in these financing arrangements are outstanding.

Note 9. Identifiable Intangible Assets

A. Identifiable Intangible Assets


The following summarizes the components of Identifiable intangible assets:
	July 2, 2023						December 31, 2022
(MILLIONS)	Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, less Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, less Accumulated Amortization
Finite-lived intangible assets
Developed technology rights(a)	$	86,030	$	(58,035)	$	27,994	$	85,604	$	(56,307)	$	29,297
Brands	922		(861)		61		922		(844)		78
Licensing agreements and other	2,425		(1,469)		956		2,237		(1,397)		841

	89,376		(60,366)		29,011		88,763		(58,548)		30,215
Indefinite-lived intangible assets
Brands	827				827		827				827
IPR&D(b)	10,803				10,803		11,357				11,357
Licensing agreements and other	765				765		971				971
	12,395				12,395		13,155				13,155
Identifiable intangible assets(c)	$	101,771	$	(60,366)	$	41,406	$	101,919	$	(58,548)	$	43,370

(a)The increase in the gross carrying amount includes, among other things, $495 million of capitalized milestones and the transfer of $450 million from IPR&D to developed technology rights as a result of the approval in the U.S. for Zavzpret nasal spray, and a $90 million capitalized milestone as a result of the approval of Ngenla in the U.S. (all in the second quarter of 2023).

(b)The decrease in the gross carrying amount mainly reflects the transfer from IPR&D to developed technology rights as a result of the approval in the U.S. of Zavzpret nasal spray.

(c)The decrease is primarily due to amortization expense of $2.3 billion and impairments of $248 million (see Note 4**), partially offset by additions of $681 million mostly related to milestone payments for the approvals in the U.S. for Zavzpret nasal spray and Ngenla.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 10. Pension and Postretirement Benefit Plans


The following summarizes the components of net periodic benefit cost/(credit):
	Pension Plans
	U.S.				International				Postretirement Plans
	Three Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Service cost	$	—	$	—	$	22	$	30	$	3	$	7
Interest cost	147		118		72		41		5		7
Expected return on plan assets	(194)		(245)		(76)		(77)		(11)		(12)
Amortization of prior service cost/(credit)	—		—		—		—		(30)		(31)
Actuarial (gains)/losses(a)	5		490		—		—		—		—
Curtailments	—		—		—		—		(7)		(1)
Special termination benefits	5		1		—		—		—		—
Net periodic benefit cost/(credit) reported in income	$	(37)	$	365	$	18	$	(6)	$	(39)	$	(30)

	Pension Plans
	U.S.				International				Postretirement Plans
	Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Service cost	$	—	$	—	$	43	$	60	$	6	$	15
Interest cost	295		236		143		82		11		14
Expected return on plan assets	(389)		(490)		(152)		(156)		(22)		(23)
Amortization of prior service cost/(credit)	1		1		—		—		(60)		(68)
Actuarial (gains)/losses(a)	14		424		3		—		—		—
Curtailments	—		—		(1)		—		(12)		(14)
Special termination benefits	6		7		—		—		—		1
Net periodic benefit cost/(credit) reported in income	$	(73)	$	178	$	36	$	(14)	$	(77)	$	(76)

(a)The second quarter and first six months of 2022 mainly reflect interim actuarial remeasurement losses, primarily driven by unfavorable plan asset performance, partially offset by gains due to an increase in interest rates.

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

For the six months ended July 2, 2023, we contributed $104 million, $80 million, and $23 million to our U.S. Pension Plans, International Pension Plans, and Postretirement Plans, respectively, from our general assets, which include direct employer benefit payments.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 11. Earnings Per Common Share Attributable to Pfizer Inc. Common Shareholders


The following presents the detailed calculation of EPS:
	Three Months Ended				Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
EPS Numerator––Basic


Income from continuing operations attributable to Pfizer Inc. common shareholders	$	2,329	$	9,871	$	7,871	$	17,743
Discontinued operations––net of tax	(2)		34		(1)		26


Net income attributable to Pfizer Inc. common shareholders	$	2,327	$	9,906	$	7,870	$	17,769
EPS Numerator––Diluted
Income from continuing operations attributable to Pfizer Inc. common shareholders and assumed conversions	$	2,329	$	9,871	$	7,871	$	17,743
Discontinued operations––net of tax, attributable to Pfizer Inc. common shareholders and assumed conversions	(2)		34		(1)		26
Net income attributable to Pfizer Inc. common shareholders and assumed conversions	$	2,327	$	9,906	$	7,870	$	17,769
EPS Denominator
Weighted-average number of common shares outstanding––Basic	5,646		5,593		5,640		5,605
Common-share equivalents	67		119		80		130
Weighted-average number of common shares outstanding––Diluted	5,713		5,712		5,720		5,735
Anti-dilutive common stock equivalents(a)	3		1		2		—

(a)These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Note 12. Contingencies and Certain Commitments

We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, including tax and legal contingencies, guarantees and indemnifications. The following outlines our legal contingencies, guarantees and indemnifications. For a discussion of our tax contingencies, see Note 5B**.

A. Legal Proceedings

Our legal contingencies include, but are not limited to, the following:

Patent litigation, which typically involves challenges to the coverage and/or validity of patents on various products, processes or dosage forms. An adverse outcome could result in loss of patent protection for a product, a significant loss of revenues from a product or impairment of the value of associated assets. We are the plaintiff in the majority of these actions.
Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer, off-label promotion, securities, antitrust and breach of contract claims, among others, and often involves highly complex issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.
Commercial and other asserted or unasserted matters, which can include acquisition-, licensing-, intellectual property-, collaboration- or co-promotion-related and product-pricing claims and environmental claims and proceedings, and can involve complexities that will vary from matter to matter.
Government investigations, which often are related to the extensive regulation of pharmaceutical companies by national, state and local government agencies in the U.S. and in other jurisdictions.

Certain of these contingencies could result in increased expenses and/or losses, including damages, royalty payments, fines and/or civil penalties, which could be substantial, and/or criminal charges.

We believe that our claims and defenses in matters in which we are a defendant are substantial, but litigation is inherently unpredictable and excessive verdicts do occur. We do not believe that any of these matters will have a material adverse effect on our financial position. However, we could incur judgments, enter into settlements or revise our expectations regarding the outcome of matters, which could have a material adverse effect on our results of operations and/or our cash flows in the period in which the amounts are accrued or paid.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We have accrued for losses that are both probable and reasonably estimable. Substantially all of our contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments, which result from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.

Amounts recorded for legal and environmental contingencies can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. For proceedings under environmental laws to which a governmental authority is a party, we have adopted a disclosure threshold of $1 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 of the matters discussed below include those which management believes that the likelihood of possible loss in excess of amounts accrued is remote.

A1. Legal Proceedings––Patent Litigation

We are involved in suits relating to our patents (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights), including but not limited to, those discussed below. We face claims by generic drug manufacturers that patents covering our products (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights and to which we may or may not be a party), processes or dosage forms are invalid and/or do not cover the product of the generic drug manufacturer. Also, counterclaims, as well as various independent actions, have been filed alleging that our assertions of, or attempts to enforce, patent rights with respect to certain products constitute unfair competition and/or violations of antitrust laws. In addition to the challenges to the U.S. patents that are discussed below, patent rights to certain of our products or those of our collaboration/licensing partners are being challenged in various other jurisdictions. Some of our collaboration or licensing partners face challenges to the validity of their patent rights in non-U.S. jurisdictions. For example, in April 2022, the U.K. High Court issued a judgment finding invalid a BMS patent related to Eliquis due to expire in 2026. In November 2022, BMS received permission to appeal the High Court’s decision and the appeal hearing was held in April 2023. In May 2023, the Court of Appeal dismissed the appeal. Additional challenges are pending in other jurisdictions. Also, in July 2022, CureVac AG (CureVac) brought a patent infringement action against BioNTech and certain of its subsidiaries in the German Regional Court alleging that Comirnaty infringes certain German utility model patents and certain expired and unexpired European patents. Additional challenges involving Comirnaty patents may be filed against us and/or BioNTech in other jurisdictions in the future. Adverse decisions in these matters could have a material adverse effect on our results of operations. We are also party to patent damages suits in various jurisdictions pursuant to which generic drug manufacturers, payers, governments or other parties are seeking damages from us for allegedly causing delay of generic entry.

We also are often involved in other proceedings, such as inter partes review, post-grant review, re-examination or opposition proceedings, before the U.S. Patent and Trademark Office, the European Patent Office, or other foreign counterparts, as well as court proceedings relating to our intellectual property or the intellectual property rights of others, including challenges to such rights initiated by us. For example, we have challenged certain of GSK’s RSV vaccine patents in certain ex-U.S. jurisdictions. Also, if one of our patents (or one of our collaboration/licensing partner’s patents) is found to be invalid by such proceedings, generic or competitive products could be introduced into the market resulting in the erosion of sales of our existing products. For example, several of the patents in our pneumococcal vaccine portfolio have been challenged in inter partes review and post-grant review proceedings in the U.S. Patent and Trademark Office, as well as outside the U.S. The invalidation of any of the patents in our pneumococcal portfolio could potentially allow additional competitor vaccines, if approved, to enter the marketplace earlier than anticipated. In the event that any of the patents are found valid and infringed, a competitor’s vaccine, if approved, might be prohibited from entering the market or a competitor might be required to pay us a royalty.

We are also subject to patent litigation pursuant to which one or more third parties seek damages and/or injunctive relief to compensate for alleged infringement of its patents by our commercial or other activities. If one of our marketed products (or a

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

product of our collaboration/licensing partners to which we have licenses or co-promotion rights) is found to infringe valid patent rights of a third party, such third party may be awarded significant damages or royalty payments, or we may be prevented from further sales of that product. Such damages may be enhanced as much as three-fold if we or one of our subsidiaries is found to have willfully infringed valid patent rights of a third party.

Actions In Which We Are The Plaintiff

Xeljanz (tofacitinib)

Beginning in 2017, we brought patent-infringement actions against several generic manufacturers that filed separate abbreviated new drug applications (ANDAs) with the FDA seeking approval to market their generic versions of tofacitinib tablets in one or both of 5 mg and 10 mg dosage strengths, and in both immediate and extended release forms. To date, we have settled actions with several manufacturers on terms not material to us. The remaining actions continue in the U.S. District Court for the District of Delaware as described below.

In October 2021, we brought a separate patent-infringement action against Sinotherapeutics Inc. (Sinotherapeutics) asserting the infringement and validity of our patent covering extended release formulations of tofacitinib that was challenged by Sinotherapeutics in its ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets. In November 2022, we filed an additional patent-infringement action against Sinotherapeutics relating to its challenge of our extended release formulation and method of treatment patents in its ANDA seeking approval to market a generic version of tofacitinib 22 mg extended release tablets.

In June 2023, we brought a patent infringement action against Aurobindo Pharma Limited and Aurobindo Pharma USA, Inc. (collectively, Aurobindo) asserting the infringement and validity of our basic compound patent, in connection with Aurobindo’s ANDA seeking approval to market a generic version of tofacitinib 11 mg extended release tablets. Also in June 2023, we brought a patent infringement action against Sun Pharmaceutical Industries Limited and Sun Pharmaceutical Industries, Inc. (collectively, Sun) asserting the infringement and validity of our basic compound patent, in connection with Sun’s ANDA seeking approval to market a generic version of tofacitinib 5 mg and 10 mg immediate release tablets. Also in June 2023, we brought a patent infringement action against Annora Pharma Private Limited (Annora) and Hetero USA, Inc. (Hetero) asserting the infringement and validity of our basic compound patent, in connection with Annora’s ANDA seeking approval to market a generic version of tofacitinib 1 mg/mL oral solution.

Ibrance (palbociclib)

Beginning in January 2021, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Ibrance tablets. We have settled with one of these generic companies on terms not material to us, and have dismissed the patent infringement actions against all other generic companies except for the action against Synthon Pharmaceuticals Inc. and affiliated entities, in which we have asserted the infringement and validity of the composition of matter patent, expiring in 2027.

Eucrisa

Beginning in September 2021, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Eucrisa. The companies assert the invalidity and non-infringement of a composition of matter patent expiring in 2026, two method of use patents expiring in 2027, and one other method of use patent expiring in 2030. In September 2021, we brought patent infringement actions against the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the patents challenged by the generic companies. In July 2023, we reached a settlement agreement with one generic company on terms not material to the company.

Mektovi (binimetinib)

Beginning in August 2022, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Mektovi. The companies assert the invalidity and non-infringement of two method of use patents expiring in 2030, a method of use patent expiring in 2031, two method of use patents expiring in 2033, and a product by process patent expiring in 2033. Beginning in September 2022, we brought patent infringement actions against the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of all six patents.

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 two 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 three patents.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Actions in Which We are the Defendant

Comirnaty

In March 2022, Alnylam Pharmaceuticals, Inc. (Alnylam) filed a complaint in the U.S. District Court for the District of Delaware against Pfizer and Pharmacia & Upjohn Company LLC, our wholly owned subsidiary, alleging that Comirnaty infringes a U.S. patent issued in February 2022, and seeking unspecified monetary damages. In July 2022, Alnylam filed a second complaint in the U.S. District Court for the District of Delaware against Pfizer, Pharmacia & Upjohn Company LLC, BioNTech and BioNTech Manufacturing GmbH, alleging that Comirnaty infringes a U.S. patent issued in July 2022, and seeking unspecified monetary damages. In May 2023, Alnylam filed a separate complaint in the U.S. District Court for the District of Delaware against Pfizer and Pharmacia & Upjohn Company LLC alleging that Comirnaty infringes four 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 three U.S. patents. In its complaint, Moderna stated that it is seeking damages for alleged infringement occurring after March 7, 2022.

In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes two European patents. 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 two patents. In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In the U.K., Pfizer and BioNTech have brought an action against ModernaTX seeking to revoke these European patents, which was consolidated with the September 2022 action filed by ModernaTX. ModernaTX has 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 five U.S. patents, and seeking unspecified monetary damages.

In June 2023, Promosome LLC filed a complaint in the U.S. District Court for the Southern District of California against Pfizer and BioNTech alleging that Comirnaty and its manufacture infringe a U.S. patent and seeking unspecified monetary damages.

Paxlovid

In June 2022, Enanta Pharmaceuticals, Inc. filed a complaint in the U.S. District Court for the District of Massachusetts against Pfizer alleging that the active ingredient in Paxlovid, nirmatrelvir, infringes a U.S. patent issued in June 2022, and seeking unspecified monetary damages.

Abrysvo

In August 2023, GlaxoSmithKline Biologics SA and GlaxoSmithKline LLC filed a complaint in the U.S. District Court for the District of Delaware against Pfizer alleging that the active ingredient in Abrysvo infringes four U.S. patents. The complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults over 60 years of age.

Matters Involving Pfizer and its Collaboration/Licensing Partners

Comirnaty

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 three 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 three patents that were the subject of our declaratory judgment complaint, and asserted that Comirnaty infringes six 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.

Xtandi (enzalutamide)

In July 2022, Medivation LLC and Medivation Prostate Therapeutics LLC (wholly owned subsidiaries of Pfizer); Astellas Pharma Inc., Astellas US LLC and Astellas Pharma US, Inc.; and The Regents of the University of California filed a patent-infringement suit in the U.S. District Court for the District of New Jersey against Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited (collectively, Zydus). In April 2023, the case against Zydus was dismissed without prejudice. In December 2022, the same entities filed a patent-infringement suit in the U.S. District Court for the District of New Jersey against Sun in connection with those companies’ respective ANDAs seeking approval to market generic versions of

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enzalutamide; and in March 2023, the same entities filed a patent-infringement suit in the same jurisdiction against Humanwell Puracap Pharmaceuticals (Wuhan) Co., Ltd. and Epic Pharma, LLC in connection with their ANDA seeking approval to market generic versions of enzalutamide. In July 2023, we settled our actions against Humanwell Puracap Pharmaceuticals (Wuhan) Co., Ltd. and Epic Pharma, LLC on terms not material to us. The generic manufacturers are challenging the composition of matter patent, which expires in 2027, covering enzalutamide and pharmaceutical compositions thereof, for treating prostate cancer.

Eliquis

In April 2023, we and BMS brought separate patent-infringement actions in Federal Court in Delaware against each of Biocon Pharma Ltd. (Biocon) and ScieGen Pharmaceuticals Inc. (ScieGen) asserting the infringement and validity of the formulation patent for Eliquis, expiring in 2031, challenged by Biocon and ScieGen in their respective ANDAs seeking approval to market generic versions of Eliquis. In April 2023, we settled our action against ScieGen on terms not material to us. In June 2023, we settled our action against Biocon on terms not material to us.

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.

Effexor

Beginning in 2011, actions, including purported class actions, were filed in various federal courts against Wyeth and, in certain of the actions, affiliates of Wyeth and certain other defendants relating to Effexor XR, which is the extended-release formulation of Effexor. The plaintiffs in each of the class actions seek to represent a class consisting of all persons in the U.S. and its territories who directly purchased, indirectly purchased or reimbursed patients for the purchase of Effexor XR or generic Effexor XR from any of the defendants from June 14, 2008 until the time the defendants’ allegedly unlawful conduct ceased. The plaintiffs in all of the actions allege delay in the launch of generic Effexor XR in the U.S. and its territories, in violation of federal antitrust laws and, in certain of the actions, the antitrust, consumer protection and various other laws of certain states, as the result of Wyeth fraudulently obtaining and improperly listing certain patents for Effexor XR in the Orange Book, enforcing certain patents for Effexor XR and entering into a litigation settlement agreement with a generic drug manufacturer with respect to Effexor XR. Each of the plaintiffs seeks treble damages (for itself in the individual actions or on behalf of the putative class in the purported class actions) for alleged price overcharges for Effexor XR or generic Effexor XR in the U.S. and its territories since June 14, 2008. All of these actions have been consolidated in the U.S. District Court for the District of New Jersey.

In 2014, the District Court dismissed the direct purchaser plaintiffs’ claims based on the litigation settlement agreement, but declined to dismiss the other direct purchaser plaintiff claims. In 2015, the District Court entered partial final judgments as to all settlement agreement claims, including those asserted by direct purchasers and end-payer plaintiffs, which plaintiffs appealed to the U.S. Court of Appeals for the Third Circuit. In 2017, the U.S. Court of Appeals for the Third Circuit reversed the District Court’s decisions and remanded the claims to the District Court.

Lipitor

Beginning in 2011, purported class actions relating to Lipitor were filed in various federal courts against, among others, Pfizer, certain Pfizer affiliates, and, in most of the actions, Ranbaxy Laboratories Limited (Ranbaxy) and certain Ranbaxy affiliates. The plaintiffs in these various actions seek to represent nationwide, multi-state or statewide classes consisting of persons or entities who directly purchased, indirectly purchased or reimbursed patients for the purchase of Lipitor (or, in certain of the actions, generic Lipitor) from any of the defendants from March 2010 until the cessation of the defendants’ allegedly unlawful conduct (the Class Period). The plaintiffs allege delay in the launch of generic Lipitor, in violation of federal antitrust laws and/

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or state antitrust, consumer protection and various other laws, resulting from (i) the 2008 agreement pursuant to which Pfizer and Ranbaxy settled certain patent litigation involving Lipitor and Pfizer granted Ranbaxy a license to sell a generic version of Lipitor in various markets beginning on varying dates, and (ii) in certain of the actions, the procurement and/or enforcement of certain patents for Lipitor. Each of the actions seeks, among other things, treble damages on behalf of the putative class for alleged price overcharges for Lipitor (or, in certain of the actions, generic Lipitor) during the Class Period. In addition, individual actions have been filed against Pfizer, Ranbaxy and certain of their affiliates, among others, that assert claims and seek relief for the plaintiffs that are substantially similar to the claims asserted and the relief sought in the purported class actions described above. These various actions have been consolidated for pre-trial proceedings in a MDL in the U.S. District Court for the District of New Jersey.

In September 2013 and 2014, the District Court dismissed with prejudice the claims of the direct purchasers. In October and November 2014, the District Court dismissed with prejudice the claims of all other MDL plaintiffs. All plaintiffs appealed the District Court’s orders dismissing their claims with prejudice to the U.S. Court of Appeals for the Third Circuit. In addition, the direct purchaser class plaintiffs appealed the order denying their motion to amend the judgment and for leave to amend their complaint to the Court of Appeals. In 2017, the Court of Appeals reversed the District Court’s decisions and remanded the claims to the District Court.

Also, in 2013, the State of West Virginia filed an action in West Virginia state court against Pfizer and Ranbaxy, among others, that asserts claims and seeks relief on behalf of the State of West Virginia and residents of that state that are substantially similar to the claims asserted and the relief sought in the purported class actions described above.

EpiPen (Direct Purchaser)

In February 2020, a lawsuit was filed in the U.S. District Court for the District of Kansas against Pfizer, its current and former affiliates King and Meridian, and various Mylan entities, on behalf of a purported U.S. nationwide class of direct purchaser plaintiffs who purchased EpiPen devices directly from the defendants. Plaintiffs in this action generally allege that Pfizer and Mylan conspired to delay market entry of generic EpiPen through the settlement of patent litigation regarding EpiPen, and thereby delayed market entry of generic EpiPen in violation of federal antitrust law. Plaintiffs seek treble damages for alleged overcharges for EpiPen since 2011. In July 2021, the District Court granted defendants’ motion to dismiss the direct purchaser complaint, without prejudice. In September 2021, plaintiffs filed an amended complaint. In August 2022, the District Court granted Pfizer’s motion to dismiss the complaint, and plaintiffs have appealed to the U.S. Court of Appeals for the Tenth Circuit.

Nexium 24HR and Protonix

A number of individual and multi-plaintiff lawsuits have been filed against Pfizer, certain of its subsidiaries and/or other pharmaceutical manufacturers in various federal and state courts alleging that the plaintiffs developed kidney-related injuries purportedly as a result of the ingestion of certain proton pump inhibitors. The cases against Pfizer involve Protonix and/or Nexium 24HR and seek compensatory and punitive damages and, in some cases, treble damages, restitution or disgorgement. In 2017, the federal actions were ordered transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the District of New Jersey. As part of the combination of our and GSK’s consumer healthcare businesses to form Haleon, Haleon assumed, and agreed to indemnify Pfizer for, liabilities arising out of such litigation to the extent related to Nexium 24HR. In June 2023, the parties reached an agreement to resolve the litigation related to Protonix on terms not material to Pfizer.

Docetaxel

*•*Personal Injury Actions

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

Mississippi Attorney General Government Action

In 2018, the Attorney General of Mississippi filed a complaint in Mississippi state court against the manufacturer of the branded product and eight other manufacturers including Pfizer and Hospira, alleging, with respect to Pfizer and Hospira, a failure to warn about a risk of permanent hair loss in violation of the Mississippi Consumer Protection Act. The action seeks civil penalties and injunctive relief.

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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 a MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL have filed against Pfizer and many other defendants a master personal injury complaint, asserting a consolidated consumer class action alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022, the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, and dismissed the litigation.

In addition, (i) Pfizer has received service of Canadian class action complaints naming Pfizer and other defendants, and seeking compensatory and punitive damages for personal injury and economic loss, allegedly arising from the defendants’ sale of Zantac in Canada; and (ii) the State of New Mexico and the Mayor and City Council of Baltimore separately filed civil actions against Pfizer and many other defendants in state courts, alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions. In April 2021, a Judicial Council Coordinated Proceeding was created in the Superior Court of California in Alameda County to coordinate personal injury actions against Pfizer and other defendants filed in California state court. Coordinated proceedings have also been created in other state courts.

Chantix

Beginning in August 2021, a number of putative class actions have been filed against Pfizer in various U.S. federal courts following Pfizer’s voluntary recall of Chantix due to the presence of a nitrosamine, N-nitroso-varenicline. Plaintiffs assert that they suffered economic harm purportedly as a result of purchasing Chantix or generic varenicline medicines sold by Pfizer. Plaintiffs seek to represent nationwide and state-specific classes and seek various remedies, including damages and medical monitoring. In December 2022, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Southern District of New York. Similar putative class actions have been filed in Canada and Israel, where the product brand is Champix.

A3. Legal Proceedings––Commercial and Other Matters

Monsanto-Related Matters

In 1997, Monsanto Company (Former Monsanto) contributed certain chemical manufacturing operations and facilities to a newly formed corporation, Solutia Inc. (Solutia), and spun off the shares of Solutia. In 2000, Former Monsanto merged with Pharmacia & Upjohn Company to form Pharmacia. Pharmacia then transferred its agricultural operations to a newly created subsidiary, named Monsanto Company (New Monsanto), which it spun off in a two-stage process that was completed in 2002. Pharmacia was acquired by Pfizer in 2003 and is a wholly owned subsidiary of Pfizer.

In connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities related to Pharmacia’s former agricultural business. New Monsanto has defended and/or is defending Pharmacia in connection with various claims and litigation arising out of, or related to, the agricultural business, and has been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation.

In connection with its spin-off in 1997, Solutia assumed, and agreed to indemnify Pharmacia for, liabilities related to Former Monsanto’s chemical businesses. As the result of its reorganization under Chapter 11 of the U.S. Bankruptcy Code, Solutia’s indemnification obligations relating to Former Monsanto’s chemical businesses are primarily limited to sites that Solutia has owned or operated. In addition, in connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities primarily related to Former Monsanto’s chemical businesses, including, but not limited to, any such liabilities that Solutia assumed. Solutia’s and New Monsanto’s assumption of, and agreement to indemnify Pharmacia for, these liabilities apply to pending actions and any future actions related to Former Monsanto’s chemical businesses in which Pharmacia is named as a defendant, including, without limitation, actions asserting environmental claims, including alleged exposure to polychlorinated biphenyls. Solutia and/or New Monsanto are defending Pharmacia in connection with various claims and litigation arising out of, or related to, Former Monsanto’s chemical businesses, and have been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation.

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Environmental Matters

In 2009, as part of our acquisition of Wyeth, we assumed responsibility for environmental remediation at the Wyeth Holdings LLC (formerly known as, Wyeth Holdings Corporation and American Cyanamid Company) discontinued industrial chemical facility in Bound Brook, New Jersey. Since that time, we have executed or have become a party to a number of administrative settlement agreements, orders on consent, and/or judicial consent decrees, with the U.S. Environmental Protection Agency and/or New Jersey Department of Environmental Protection to perform remedial design, removal and remedial actions, and related environmental remediation activities at the Bound Brook facility. We have accrued for the currently estimated costs of these activities.

We are a party to a number of other proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and other state, local or foreign laws in which the primary relief sought is the cost of past and/or future remediation.

Contracts with Iraqi Ministry of Health

In 2017, a number of U.S. service members, civilians, and their families brought a complaint in the U.S. District Court for the District of Columbia against a number of pharmaceutical and medical devices companies, including Pfizer and certain of its subsidiaries, alleging that the defendants violated the U.S. Anti-Terrorism Act. The complaint alleges that the defendants provided funding for terrorist organizations through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health, and seeks monetary relief. In July 2020, the District Court granted defendants’ motions to dismiss and dismissed all of plaintiffs’ claims. In January 2022, the Court of Appeals reversed the District Court’s decision. In February 2022, the defendants filed for en banc review of the Court of Appeals’ decision. In February 2023, the Court of Appeals denied defendants’ en banc petitions.

Allergan Complaint for Indemnity

In 2019, Pfizer was named as a defendant in a complaint, along with King, filed by Allergan Finance LLC (Allergan) in the Supreme Court of the State of New York, asserting claims for indemnity related to Kadian, which was owned for a short period by King in 2008, prior to Pfizer's acquisition of King in 2010. This suit was voluntarily discontinued without prejudice in January 2021.

Viatris Securities Litigation

In October 2021, a putative class action was filed in the Court of Common Pleas of Allegheny County, Pennsylvania on behalf of former Mylan N.V. shareholders who received Viatris common stock in exchange for Mylan shares in connection with the spin-off of the Upjohn Business and its combination with Mylan (the Transactions). Viatris, Pfizer, and certain of each company’s current and former officers, directors and employees are named as defendants. An amended complaint was filed in January 2023, and alleges that the defendants violated certain provisions of the Securities Act of 1933 in connection with certain disclosures made in or omitted from the registration statement and related prospectus issued in connection with the Transactions, as well as related communications. Plaintiff seeks damages, costs and expenses and other equitable and injunctive relief.

A4. Legal Proceedings––Government Investigations

We are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate. Criminal charges, substantial fines and/or civil penalties, limitations on our ability to conduct business in applicable jurisdictions, corporate integrity or deferred prosecution agreements, as well as reputational harm and increased public interest in the matter could result from government investigations in the U.S. and other jurisdictions in which we do business. These matters often involve government requests for information on a voluntary basis or through subpoenas after which the government may seek additional information through follow-up requests or additional subpoenas. In addition, in a qui tam lawsuit in which the government declines to intervene, the relator may still pursue a suit for the recovery of civil damages and penalties on behalf of the government. Among the investigations by government agencies are the matters discussed below.

Greenstone Investigations

U.S. Department of Justice Antitrust Division Investigation

Since July 2017, the U.S. Department of Justice's Antitrust Division has been investigating our former Greenstone generics business. We believe this is related to an ongoing broader antitrust investigation of the generic pharmaceutical industry. We have produced records relating to this investigation.

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State Attorneys General and Multi-District Generics Antitrust Litigation

In April 2018, Greenstone received requests for information from the Antitrust Department of the Connecticut Office of the Attorney General. In May 2019, Attorneys General of more than 40 states plus the District of Columbia and Puerto Rico filed a complaint against a number of pharmaceutical companies, including Greenstone and Pfizer. The matter has been consolidated with a MDL in the Eastern District of Pennsylvania. As to Greenstone and Pfizer, the complaint alleges anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws. In June 2020, the State Attorneys General filed a new complaint against a large number of companies, including Greenstone and Pfizer, making similar allegations, but concerning a new set of drugs. This complaint was transferred to the MDL in July 2020. The MDL also includes civil complaints filed by private plaintiffs and state counties against Pfizer, Greenstone and a significant number of other defendants asserting allegations that generally overlap with those asserted by the State Attorneys General.

Subpoena & Civil Investigative Demand relating to Tris Pharma/Quillivant XR

In October 2018, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR. We responded to that subpoena in full and have had no communication with the SDNY in connection with the subpoena since June 2019. Additionally, in September 2020, we received a Civil Investigative Demand (CID) from the Texas Attorney General’s office seeking records of a similar nature to those requested by the SDNY. We are producing records in response to this request.

Government Inquiries relating to Meridian Medical Technologies

In February 2019, we received a CID from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at the Meridian site. 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 are producing records in response to these and subsequent requests.

U.S. Department of Justice/SEC Inquiry relating to Russian Operations

In June 2019, we received an informal request from the U.S. Department of Justice’s Foreign Corrupt Practices Act (FCPA) Unit seeking documents relating to our operations in Russia. In September 2019, we received a similar request from the SEC’s FCPA Unit. We have produced records pursuant to these requests.

Docetaxel––Mississippi Attorney General Government Investigation

See Legal Proceedings––Product Litigation––Docetaxel––Mississippi Attorney General Government Action above for information regarding a government investigation related to Docetaxel marketing practices.

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 are producing records pursuant to these requests.

U.S. Department of Justice/SEC Inquiry relating to China Operations

In June 2020, we received an informal request from the U.S. Department of Justice's FCPA Unit seeking documents relating to our operations in China. In August 2020, we received a similar request from the SEC’s FCPA Unit. We have produced records pursuant to these requests.

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 relating to Biohaven. The CID seeks records and information related to, among other things, engagements with health care professionals and co-pay coupons cards. In March 2023, the California Department of Insurance issued a subpoena seeking records similar to those requested by the CID. Biohaven is a wholly-owned subsidiary that we acquired in October 2022. We are producing records in response to these requests.

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U.S. Department of Justice Inquiry relating to Mexico Operations

In March 2023, we received an informal request from the U.S. Department of Justice’s FCPA Unit seeking documents relating to our operations in Mexico. We are producing records pursuant to this request.

Government Inquiries relating to Xeljanz

In April 2023, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Western District of Virginia, in coordination with the Department of Justice’s Commercial Litigation Branch, seeking records and information related to programs Pfizer sponsored in retail pharmacies relating to Xeljanz. We are producing records pursuant to this request.

B. Guarantees and Indemnifications

In the ordinary course of business and in connection with the sale of assets and businesses and other transactions, we often indemnify our counterparties against certain liabilities that may arise in connection with the transaction or that are related to events and activities prior to or following a transaction. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we may be required to reimburse the loss. These indemnifications are generally subject to various restrictions and limitations. Historically, we have not paid significant amounts under these provisions and, as of July 2, 2023, the estimated fair value of these indemnification obligations is not material to Pfizer.

In addition, in connection with our entry into certain agreements and other transactions, our counterparties may be obligated to indemnify us. For example, in November 2020, we and Mylan completed the transaction to spin-off our Upjohn Business and combine it with Mylan to form Viatris. As part of the transaction and as previously disclosed, each of Viatris and Pfizer has agreed to assume, and to indemnify the other for, liabilities arising out of certain matters. Also, our global agreement with BioNTech to co-develop a mRNA-based coronavirus vaccine program aimed at preventing COVID-19 infection, includes certain indemnity provisions pursuant to which each of BioNTech and Pfizer has agreed to indemnify the other for certain liabilities that may arise in connection with certain third-party claims relating to Comirnaty.

See Note 7D for information on Pfizer Inc.’s guarantee of the debt issued by PIE in May 2023.

We have also guaranteed the long-term debt of certain companies that we acquired and that now are subsidiaries of Pfizer.

C. 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 in our 2022 Form 10-K.

Note 13. Segment, Geographic and Other Revenue Information

A. Segment Information

We manage our commercial operations through two operating segments, each led by a single manager: Biopharma and Business Innovation, an operating segment established in the first quarter of 2023 that includes PC1, our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients, and Pfizer Ignite, a recently launched 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*.* Biopharma is the only reportable segment. Each operating segment has responsibility for its commercial activities. Regional commercial organizations market, distribute and sell our products and are supported by global platform functions that are responsible for the research, development, manufacturing and supply of our products and global corporate enabling functions. Biopharma receives its R&D services from WRDM and GPD. These services include IPR&D projects for new investigational products and additional indications for in-line products. Each operating segment has a geographic footprint across developed and emerging markets. Our chief operating decision maker uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation.

*Other Business Activities and Reconciling Items––*Other business activities include the operating results of Business Innovation as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with: (i) R&D and medical expenses managed by our WRDM organization and costs associated with our GPD organization; (ii) corporate enabling functions and other corporate costs; (iii) overhead costs primarily associated with our manufacturing operations; and (iv) our share of earnings from Haleon/the Consumer Healthcare JV. Reconciling items include the following items, transactions and events that are not allocated to our operating segments: (i) all amortization of intangible assets; (ii) acquisition-related items; and (iii) certain significant items, representing substantive and/or unusual, and in some cases recurring, items that are evaluated on an individual basis by management and that, either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis.

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*Segment Assets––*We manage our assets on a total company basis, not by operating segment, as our operating assets are shared or commingled. Therefore, our chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Total assets were $220 billion as of July 2, 2023 and $197 billion as of December 31, 2022.

Selected Income Statement Information


The following provides selected income statement information by reportable segment:
	Three Months Ended								Six Months Ended
	Revenues				Earnings(a)				Revenues				Earnings(a)
(MILLIONS)	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Reportable Segment:
Biopharma	$	12,418	$	27,425	$	7,003	$	17,166	$	30,389	$	52,748	$	17,939	$	30,557
Other business activities(b)	316		317		(2,871)		(3,384)		626		655		(5,605)		(5,812)
Reconciling Items:
Amortization of intangible assets					(1,184)		(822)						(2,287)		(1,657)
Acquisition-related items					(387)		(82)						(550)		(269)
Certain significant items(c)					(293)		(1,431)						(958)		(2,322)
	$	12,734	$	27,742	$	2,269	$	11,447	$	31,015	$	53,402	$	8,539	$	20,497

(a)I**ncome from continuing operations before provision/(benefit) for taxes on income. Biopharma’s earnings include dividend income from our investment in ViiV of $91 million in the second quarter of 2023 and $69 million in the second quarter of 2022, and $183 million in the first six months of 2023 and $125 million in the first six months of 2022. In connection with the organizational changes effective in the third quarter of 2022, certain functions transferred between Biopharma and corporate enabling functions and certain activities were realigned within the GPD organization. We have reclassified $58 million of costs in the second quarter of 2022 and $105 million in the first six months of 2022 from corporate enabling functions, which are included in Other business activities, to Biopharma to conform to the current period presentation.

(b)Other business activities include revenues and costs associated with Business Innovation and costs that we do not allocate to our operating segments, per above, including acquired IPR&D expenses in the periods presented. Earnings in the second quarter and first six months of 2023 include approximately $140 million and $260 million, respectively, of write-offs to Cost of sales of inventory related to COVID-19 products that exceeded or were expected to exceed their approved shelf-lives prior to being used. Earnings in the second quarter and first six months of 2022 included a $450 million write-off to Cost of sales of inventory related to COVID-19 products that exceeded or were expected to exceed their approved shelf-lives prior to being used.

(c)Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above). Earnings in the second quarter and first six months of 2022 included, among other items, net losses on equity securities of $539 million and $1.2 billion, respectively, recorded in Other (income)/deductions––net. See Note 4.

B. Geographic Information


The following summarizes revenues by geographic area:
	Three Months Ended					Six Months Ended
(MILLIONS)	July 2, 2023		July 3, 2022		% Change	July 2, 2023		July 3, 2022		% Change
United States	$	6,185	$	11,222	(45)	$	14,692	$	20,140	(27)
Developed Europe	2,415		5,480		(56)	5,236		11,569		(55)
Developed Rest of World	1,305		5,034		(74)	3,778		8,320		(55)
Emerging Markets	2,828		6,006		(53)	7,308		13,373		(45)
Revenues	$	12,734	$	27,742	(54)	$	31,015	$	53,402	(42)

In May 2023, we and our collaboration partner, BioNTech, amended our contract with the EC to deliver COVID-19 vaccines to the EU. The amended agreement includes rephasing of delivery of doses annually through 2026 and an aggregate volume reduction, providing additional flexibility for EU member states. The EC will maintain access to future adapted COVID-19 vaccines and the ability to donate doses, in alignment with the original agreement. See Note 13C.

C. Other Revenue Information

*Significant Customers––*For information on our significant wholesale customers, see Note 17C in our 2022 Form 10-K. Additionally, revenues from the U.S. government represented 1% and 9% of total revenues for the three and six months ended July 2, 2023, respectively, and 26% and 22% of total revenues for the three and six months ended July 3, 2022, respectively. Accounts receivable from the U.S. government represented less than 1% and 4% of total trade accounts receivable as of July 2, 2023 and December 31, 2022, respectively. Revenues and accounts receivable from the U.S. government primarily represent sales of Paxlovid and Comirnaty.

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Significant Product Revenues

The following provides detailed revenue information for several of our major products:


(MILLIONS)		Three Months Ended				Six Months Ended
PRODUCT	PRIMARY INDICATION OR CLASS	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
TOTAL REVENUES		$	12,734	$	27,742	$	31,015	$	53,402
GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA)(a)		$	12,418	$	27,425	$	30,389	$	52,748
Primary Care		$	5,810	$	20,979	$	17,315	$	39,830
Comirnaty direct sales and alliance revenues(b)	Active immunization to prevent COVID-19	1,488		8,848		4,552		22,075
Paxlovid	COVID-19 in certain high-risk patients	143		8,115		4,212		9,585
Eliquis alliance revenues and direct sales	Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism	1,762		1,745		3,636		3,537
Prevnar family	Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae	1,388		1,429		2,981		2,994
Nurtec ODT/Vydura	Acute treatment of migraine and prevention of episodic migraine	247		—		414		1
Premarin family	Symptoms of menopause	95		115		207		217
BMP2	Bone graft for spinal fusion	84		75		170		142
FSME-IMMUN/TicoVac	Active immunization to prevent tick-borne encephalitis disease	101		68		146		110
Nimenrix	Active immunization against invasive meningococcal ACWY disease	38		65		78		142
All other Primary Care	Various	463		519		919		1,026
Specialty Care		$	3,653	$	3,358	$	7,264	$	6,863
Vyndaqel family	ATTR-CM and polyneuropathy	782		552		1,468		1,164
Xeljanz	RA, PsA, UC, active polyarticular course juvenile idiopathic arthritis, ankylosing spondylitis	469		430		706		802
Sulperazon	Bacterial infections	177		210		497		420
Enbrel (Outside the U.S. and Canada)	RA, juvenile idiopathic arthritis, PsA, plaque psoriasis, pediatric plaque psoriasis, ankylosing spondylitis and nonradiographic axial spondyloarthritis	219		257		419		537
Ig Portfolio(c)	Various	163		125		288		232
Inflectra	Crohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis	74		137		252		272
Zavicefta	Bacterial infections	132		100		248		204
Genotropin	Replacement of human growth hormone	74		91		222		171
BeneFIX	Hemophilia B	106		113		215		225
Zithromax	Bacterial infections	44		54		194		180
Medrol	Anti-inflammatory glucocorticoid	80		79		173		155
Oxbryta	Sickle cell disease	77		—		148		—
Somavert	Acromegaly	65		64		131		132
Fragmin	Treatment/prevention of venous thromboembolism	59		72		117		142
Refacto AF/Xyntha	Hemophilia A	56		64		116		129
Vfend	Fungal infections	56		54		107		119
Cresemba	Fungal infections	54		33		101		73
Bicillin	Bacterial infections	53		48		97		73
Cibinqo	Atopic dermatitis	38		1		54		6
All other Anti-infectives	Various	269		286		550		603
All other Specialty Care	Various	606		586		1,159		1,224
Oncology		$	2,956	$	3,088	$	5,811	$	6,055
Ibrance	HR-positive/HER2-negative metastatic breast cancer	1,247		1,320		2,391		2,557
Xtandi alliance revenues	mCRPC, nmCRPC, mCSPC	305		290		564		558
Inlyta	Advanced RCC	262		274		521		508
Bosulif	Philadelphia chromosome–positive chronic myelogenous leukemia	154		156		304		284
Zirabev	Treatment of mCRC; unresectable, locally advanced, recurrent or metastatic NSCLC; recurrent glioblastoma; metastatic RCC; and persistent, recurrent or metastatic cervical cancer	106		138		235		286
Lorbrena	ALK-positive metastatic NSCLC	121		77		234		149

PFIZER INC. AND SUBSIDIARY COMPANIES.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(MILLIONS)		Three Months Ended				Six Months Ended
PRODUCT	PRIMARY INDICATION OR CLASS	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022
Ruxience	Non-hodgkin’s lymphoma, chronic lymphocytic leukemia, granulomatosis with polyangiitis (Wegener’s Granulomatosis) and microscopic polyangiitis	100		113		214		237
Xalkori	ALK-positive and Proto-Oncogene 1, Receptor Tyrosine Kinase-positive advanced NSCLC	86		118		197		244
Retacrit	Anemia	87		106		180		221
Bavencio alliance revenues	Locally advanced or metastatic urothelial carcinoma; metastatic Merkel cell carcinoma; immunotherapy and tyrosine kinase inhibitor combination for patients with advanced RCC	83		58		168		125
Aromasin	Post-menopausal early and advanced breast cancer	72		59		149		121
Besponsa	Relapsed or refractory B-cell acute lymphoblastic leukemia	59		58		117		109
Braftovi	In combination with Mektovi for metastatic melanoma in patients with a BRAFV600E/K mutation and, in combination with Erbitux® (cetuximab)(d), for the treatment of BRAFV600E -mutant mCRC after prior therapy	50		51		99		98
Sutent	Advanced and/or metastatic RCC, adjuvant RCC, refractory gastrointestinal stromal tumors (after disease progression on, or intolerance to, imatinib mesylate) and advanced pancreatic neuroendocrine tumor	45		97		94		211
Mektovi	In combination with Braftovi for metastatic melanoma in patients with a BRAFV600E/K mutation	43		44		83		84
Trazimera	HER2-positive breast cancer and metastatic stomach cancers	33		46		67		98
All other Oncology	Various	102		82		194		163
BUSINESS INNOVATION(a)		$	316	$	317	$	626	$	655
Pfizer CentreOne(e)	Various	306		317		611		655
Pfizer Ignite	Various	10		—		14		—

Total Alliance revenues included above		$	1,967	$	2,317	$	4,028	$	4,631

(a)See Note 1A in our 2022 Form 10-K for information about our recent organizational changes within Biopharma. See Note 13A above for information about Business Innovation. Prior-period financial information has been revised to reflect the current period presentation.

(b)Excludes revenues for certain Comirnaty-related manufacturing activities performed on behalf of BioNTech, which are included in the PC1 contract development and manufacturing organization. See footnote (e) below.

(c)Immunoglobulin (Ig) portfolio includes the revenues from Panzyga, Octagam and Cutaquig.

(d)Erbitux® is a registered trademark of ImClone LLC.

(e)PC1 includes revenues from our contract manufacturing, including certain Comirnaty-related manufacturing activities performed on behalf of BioNTech ($6 million and $10 million for the second quarter and the first six months of 2023, respectively, and $55 million and $101 million for the second quarter and the first six months of 2022, respectively), and revenues from our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with former legacy Pfizer businesses/partnerships.

*Remaining Performance Obligations––*Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty to our customers totaled approximately $9 billion as of July 2, 2023, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of this amount, current contract terms provide for expected delivery of product with contracted revenue from 2023 through 2026, the timing and terms of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal second quarter of 2023 and exclude arrangements with an original expected contract duration of less than one year.

*Deferred Revenues––*Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers in international markets for supply of Comirnaty. The deferred revenues related to Comirnaty total $1.2 billion as of July 2, 2023, with $1.2 billion and $28 million recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Comirnaty totaled $2.5 billion as of December 31, 2022, with $2.4 billion and $77 million recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Comirnaty deferred revenues during the first six months of 2023 was primarily the result of amounts recognized in Revenues as we delivered the products to our customers, partially offset by additional advance payments received as we entered into amended contracts and the impact of foreign exchange. During the second quarter and first six months of 2023, we recognized revenue of approximately $300 million and $2.0 billion, respectively, that was included in the balance of Comirnaty deferred revenues as of December 31, 2022. The Comirnaty deferred revenues as of July 2, 2023 will be recognized in Revenues proportionately as we transfer control of the product to our customers and satisfy our performance obligation under the contracts, with the amounts included in current liabilities expected to be recognized in Revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Revenues in 2024. Deferred revenues associated with contracts for other products were not significant as of July 2, 2023 or December 31, 2022.

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