Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Nine Months Ended
(MILLIONS, EXCEPT PER SHARE DATA)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Revenues:
Product revenues(a)	$	15,417	$	11,587	$	38,731	$	38,575
Alliance revenues(a)	1,900		1,645		6,140		5,672
Royalty revenues(a)	384		260		992		737
Total revenues	17,702		13,491		45,864		44,984
Costs and expenses:
Cost of sales(b), (c)	5,263		9,269		11,942		17,391
Selling, informational and administrative expenses(b)	3,244		3,281		10,456		10,196
Research and development expenses(b)	2,598		2,711		7,787		7,864
Acquired in-process research and development expenses	13		67		20		122
Amortization of intangible assets	1,312		1,179		3,927		3,466
Restructuring charges and certain acquisition-related costs	313		155		1,669		377

Other (income)/deductions––net	243		181		2,030		381
Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss)	4,715		(3,352)		8,033		5,187
Provision/(benefit) for taxes on income/(loss)	234		(964)		393		(320)
Income/(loss) from continuing operations	4,481		(2,388)		7,640		5,507

Discontinued operations––net of tax	(8)		12		4		11


Net income/(loss) before allocation to noncontrolling interests	4,473		(2,376)		7,644		5,518
Less: Net income attributable to noncontrolling interests	8		6		23		30
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	4,465	$	(2,382)	$	7,621	$	5,488

Earnings/(loss) per common share––basic:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.79	$	(0.42)	$	1.35	$	0.97
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.79	$	(0.42)	$	1.35	$	0.97

Earnings/(loss) per common share––diluted:
Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	0.79	$	(0.42)	$	1.34	$	0.96
Discontinued operations––net of tax	—		—		—		—
Net income/(loss) attributable to Pfizer Inc. common shareholders	$	0.78	$	(0.42)	$	1.34	$	0.96

Weighted-average shares––basic	5,667		5,646		5,663		5,642
Weighted-average shares––diluted	5,705		5,646		5,699		5,714

(a)See Note1A.

(b)Exclusive of amortization of intangible assets.

(c)See Note 13A.

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(UNAUDITED)


	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Net income/(loss) before allocation to noncontrolling interests	$	4,473	$	(2,376)	$	7,644	$	5,518

Foreign currency translation adjustments, net	131		(109)		200		234


Unrealized holding gains/(losses) on derivative financial instruments, net	(303)		408		41		519
Reclassification adjustments for (gains)/losses included in net income/(loss)(a)	(175)		(67)		(334)		73
	(477)		341		(293)		593
Unrealized holding gains/(losses) on available-for-sale securities, net	59		(83)		(17)		30
Reclassification adjustments for (gains)/losses included in net income/(loss)(b)	(6)		51		80		(442)

	54		(32)		63		(411)

Reclassification adjustments related to amortization of prior service costs and other, net	(27)		(29)		(83)		(88)
Reclassification adjustments related to curtailments of prior service costs and other, net	(2)		(1)		(2)		(14)
	(29)		(30)		(85)		(102)
Other comprehensive income/(loss), before tax	(322)		170		(115)		313
Tax provision/(benefit) on other comprehensive income/(loss)	(157)		36		(81)		(17)
Other comprehensive income/(loss) before allocation to noncontrolling interests	$	(166)	$	134	$	(35)	$	330

Comprehensive income/(loss) before allocation to noncontrolling interests	$	4,307	$	(2,242)	$	7,609	$	5,848
Less: Comprehensive income/(loss) attributable to noncontrolling interests	(3)		4		(2)		23
Comprehensive income/(loss) attributable to Pfizer Inc.	$	4,310	$	(2,247)	$	7,611	$	5,826

(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)	September 29, 2024		December 31, 2023
	(Unaudited)
Assets
Cash and cash equivalents	$	1,092	$	2,853
Short-term investments	8,860		9,837
Trade accounts receivable, less allowance for doubtful accounts: 2024—$465; 2023—$470	14,451		11,566
Inventories	11,721		10,189
Current tax assets	3,243		3,978
Other current assets	3,855		4,911
Total current assets	43,223		43,333
Equity-method investments	8,582		11,637
Long-term investments	2,180		3,731
Property, plant and equipment, less accumulated depreciation: 2024—$16,675; 2023—$16,045	18,541		18,940
Identifiable intangible assets	59,986		64,900
Goodwill	68,570		67,783
Noncurrent deferred tax assets and other noncurrent tax assets	7,909		3,706
Other noncurrent assets	10,486		12,471

Total assets	$	219,476	$	226,501

Liabilities and Equity
Short-term borrowings, including current portion of long-term debt: 2024—$3,746; 2023—$2,254	$	9,699	$	10,350
Trade accounts payable	5,314		6,710
Dividends payable	—		2,372
Income taxes payable	2,877		2,349
Accrued compensation and related items	3,383		2,776
Deferred revenues	2,020		2,700
Other current liabilities	19,917		20,537

Total current liabilities	43,211		47,794

Long-term debt	58,002		61,538
Pension and postretirement benefit obligations	2,073		2,167

Noncurrent deferred tax liabilities	2,158		640
Other taxes payable	5,905		8,534
Other noncurrent liabilities	15,569		16,539
Total liabilities	126,918		137,213

Commitments and Contingencies


Common stock	480		478
Additional paid-in capital	93,477		92,631

Treasury stock	(114,760)		(114,487)
Retained earnings	121,059		118,353
Accumulated other comprehensive loss	(7,971)		(7,961)
Total Pfizer Inc. shareholders’ equity	92,286		89,014
Equity attributable to noncontrolling interests	272		274
Total equity	92,558		89,288
Total liabilities and equity	$	219,476	$	226,501

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, June 30, 2024		9,592	$	480	$	93,197	(3,925)	$	(114,757)	$	116,596	$	(7,816)	$	87,700	$	275	$	87,975
Net income/(loss)										4,465				4,465		8		4,473
Other comprehensive income/(loss), net of tax												(155)		(155)		(10)		(166)
Cash dividends declared, per share: $—
Common stock										—				—				—


Share-based payment transactions		—	—		281		—	(3)		(2)				276				276


Other					(1)		—	—		—				—		—		—
Balance, September 29, 2024		9,592	$	480	$	93,477	(3,926)	$	(114,760)	$	121,059	$	(7,971)	$	92,286	$	272	$	92,558

		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, July 2, 2023		9,561	$	478	$	92,329	(3,916)	$	(114,482)	$	128,796	$	(8,102)	$	99,019	$	274	$	99,293
Net income/(loss)										(2,382)				(2,382)		6		(2,376)
Other comprehensive income/(loss), net of tax												135		135		(2)		134
Cash dividends declared, per share: $—
Common stock										—				—				—

Noncontrolling interests														—		(8)		(8)
Share-based payment transactions		1	—		167		—	(4)		(2)				161				161


Other					—		—	—		—				—		—		—
Balance, October 1, 2023		9,562	$	478	$	92,496	(3,916)	$	(114,485)	$	126,411	$	(7,966)	$	96,934	$	270	$	97,204


		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, 2024		9,562	$	478	$	92,631	(3,916)	$	(114,487)	$	118,353	$	(7,961)	$	89,014	$	274	$	89,288
Net income/(loss)										7,621				7,621		23		7,644
Other comprehensive income/(loss), net of tax												(10)		(10)		(25)		(35)
Cash dividends declared, per share: $0.84
Common stock										(4,760)				(4,760)				(4,760)


Share-based payment transactions		30	2		846		(10)	(273)		(155)				420				420


Other					(1)		—	—		—				—		—		—
Balance, September 29, 2024		9,592	$	480	$	93,477	(3,926)	$	(114,760)	$	121,059	$	(7,971)	$	92,286	$	272	$	92,558

		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/(loss)										5,488				5,488		30		5,518
Other comprehensive income/(loss), net of tax												338		338		(8)		330
Cash dividends declared, per share: $0.82
Common stock										(4,629)				(4,629)				(4,629)

Noncontrolling interests														—		(8)		(8)
Share-based payment transactions		43	2		694		(12)	(516)		(104)				77				77


Other					—		—	—		—				—		—		—
Balance, October 1, 2023		9,562	$	478	$	92,496	(3,916)	$	(114,485)	$	126,411	$	(7,966)	$	96,934	$	270	$	97,204

See Accompanying Notes.

PFIZER INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023
Operating Activities
Net income before allocation to noncontrolling interests	$	7,644	$	5,518
Discontinued operations—net of tax	4		11
Net income from continuing operations before allocation to noncontrolling interests	7,640		5,507
Adjustments to reconcile net income from continuing operations before allocation to noncontrolling interests to net cash provided by/(used in) operating activities:
Depreciation and amortization	5,222		4,620
Asset write-offs and impairments	1,080		499
Deferred taxes	(1,706)		(1,584)

Share-based compensation expense	700		404
Benefit plan contributions in excess of expense/income	(466)		(467)
Inventory write-offs and related charges associated with COVID-19 products(a)	—		5,847
Other adjustments, net	(455)		(744)
Other changes in assets and liabilities, net of acquisitions and divestitures	(5,992)		(10,622)


Net cash provided by/(used in) operating activities	6,023		3,460

Investing Activities
Purchases of property, plant and equipment	(1,992)		(2,863)
Purchases of short-term investments	(3,957)		(30,138)
Proceeds from redemptions/sales of short-term investments	2,630		18,018
Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of three months or less	2,649		(6,102)
Purchases of long-term investments	(75)		(166)
Proceeds from redemptions/sales of long-term investments	1,541		189
Proceeds from partial sale of investment in Haleon(b)	3,491		—
Acquisition of business, net of cash acquired	—		(25)

Other investing activities, net	(13)		(193)


Net cash provided by/(used in) investing activities	4,275		(21,282)

Financing Activities
Proceeds from short-term borrowings	8,175		14
Payments on short-term borrowings	(7,774)		—
Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less	(2,590)		(106)
Proceeds from issuance of long-term debt	—		30,831
Payments on long-term debt	(2,250)		(2,569)

Cash dividends paid	(7,132)		(6,932)
Other financing activities, net	(455)		(613)


Net cash provided by/(used in) financing activities	(12,026)		20,624
Effect of exchange-rate changes on cash and cash equivalents and restricted cash and cash equivalents	(37)		(39)
Net increase/(decrease) in cash and cash equivalents and restricted cash and cash equivalents	(1,765)		2,764
Cash and cash equivalents and restricted cash and cash equivalents, at beginning of period	2,917		468
Cash and cash equivalents and restricted cash and cash equivalents, at end of period	$	1,152	$	3,233
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes	$	3,172	$	2,907
Interest paid	1,833		1,153
Interest rate hedges	31		98

(a) See Note 13A. (b) See Note 2B.

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 2023 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 2023 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 nine months ended August 25, 2024 and August 27, 2023, and for U.S. subsidiaries is as of and for the three and nine months ended September 29, 2024 and October 1, 2023.

We manage our commercial operations through three operating segments, each led by a single manager: Biopharma, PC1 and Pfizer Ignite. Biopharma is the only reportable segment. See Note 13A**.

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

in the first quarter of 2024, we reclassified royalty income (substantially all of which is related to Biopharma) from Other (income)/deductions––net and began presenting Royalty revenues as a separate line item within Total revenues in our consolidated statements of operations, and reclassified the associated royalty receivables from Other current assets to Trade accounts receivable, less allowance for doubtful accounts in our consolidated balance sheet;
in the fourth quarter of 2023, we began presenting Product revenues and Alliance revenues as separate line items within Total revenues in our consolidated statements of operations; and
segment reporting and geographic information in connection with the commercial reorganization that went into effect on January 1, 2024 (see Note 13).

Business development activities, including the December 2023 acquisition of Seagen, impacted financial results in the periods presented. See Note 2 below, as well as Notes 1A and 2 in our 2023 Form 10-K.

B. New Accounting Standard Adopted in 2024

On January 1, 2024, we adopted a new accounting standard which clarifies that contractual sale restrictions are not considered in measuring equity securities at fair value. The new guidance is consistent with our existing policy; therefore, it had no impact on our consolidated financial statements.

C. Revenues and Trade Accounts Receivable

*Customers––*Our prescription biopharmaceutical products, with the exception of Paxlovid in 2023, are sold principally to wholesalers, but we also sell directly to retailers, hospitals, clinics, government agencies and pharmacies. We principally sold Paxlovid globally to government agencies in 2023. Our vaccines in the U.S. are primarily sold directly to the federal government (including the CDC), wholesalers, individual provider offices, retail pharmacies and integrated delivery systems. Our vaccines outside the U.S. are primarily sold to government and non-government institutions. Certain products in our portfolio are subject to seasonality of demand and Paxlovid revenues trend with infection rates.

*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)	September 29, 2024		December 31, 2023
Reserve against Trade accounts receivable, less allowance for doubtful accounts	$	1,955	$	1,770
Other current liabilities:
Accrued rebates	8,252		5,546
Other accruals	1,068		902
Other noncurrent liabilities	822		796
Total accrued rebates and other sales-related accruals	$	12,097	$	9,014

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 nine months ended September 29, 2024 and October 1, 2023, 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 2023 Form 10-K.

Note 2. Acquisition and Equity-Method Investment

A. Acquisition

*Seagen––*On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $229 per share in cash. The total fair value of the consideration transferred was $44.2 billion ($43.4 billion, net of cash acquired). The combination of certain Pfizer and Seagen entities may be pending in various jurisdictions and integration is subject to completion of various local legal and regulatory steps.

The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date, including adjustments made in the first nine months of 2024 (measurement period adjustments) with a corresponding change to goodwill. The estimated values are not yet finalized (see below) and are subject to change, which could be significant. We will finalize the amounts recognized as soon as possible but no later than one year from the acquisition date.


(MILLIONS)	Amounts Recognized as of Acquisition Date (as previously reported as of December 31, 2023)		Measurement Period Adjustments(a)		Amounts Recognized as of Acquisition Date (as adjusted)
Working capital, excluding inventories	$	736	$	(114)	$	622
Inventories(b)	4,195		(891)		3,304
Property, plant and equipment	524		(234)		290
Identifiable intangible assets, excluding in-process research and development(c)	7,970		(575)		7,395
In-process research and development	20,800		(50)		20,750
Other noncurrent assets	174		(96)		77
Net income tax accounts	(6,123)		1,332		(4,790)
Other noncurrent liabilities	(167)		(33)		(200)
Total identifiable net assets	28,108		(661)		27,447
Goodwill	16,126		661		16,787
Net assets acquired/total consideration transferred	$	44,234	$	—	$	44,234

(a)The changes in the estimated fair values are primarily to better reflect market participant assumptions about facts and circumstances existing as of the acquisition date. The measurement period adjustments did not result from intervening events subsequent to the acquisition date.

(b)As adjusted, comprised of $1.2 billion current inventories and $2.1 billion noncurrent inventories.

(c)As adjusted, comprised mainly of $6.9 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.

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

The following items are subject to change:

Amounts for certain balances included in working capital (excluding inventories), and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded. We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements.
Amounts for identifiable intangible assets, inventories, contractual commitments, PP&E, and operating lease right-of-use assets and liabilities, pending finalization of valuation efforts and the completion of certain physical inventory counts.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

The following table provides unaudited U.S. GAAP supplemental pro forma information as if the acquisition of Seagen had occurred on January 1, 2022:


	Unaudited Supplemental Pro Forma Consolidated Results
	Three Months Ended		Nine Months Ended
(MILLIONS, EXCEPT PER SHARE DATA)	October 1, 2023		October 1, 2023
Revenues	$	14,140	$	46,756
Net income/(loss) attributable to Pfizer Inc. common shareholders	(3,338)		2,702
Diluted earnings/(loss) per share attributable to Pfizer Inc. common shareholders	(0.59)		0.47

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

The unaudited supplemental pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and the liabilities assumed from Seagen. The historical U.S. GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments for the three and nine months ended October 1, 2023:

Additional amortization expense of approximately $142 million and $427 million, respectively, related to the preliminary estimate of the fair value of identifiable intangible assets acquired.
Additional expense related to the preliminary estimate of the fair value adjustment to acquisition-date inventory estimated to have been sold of approximately $224 million and $673 million, respectively.
Additional estimated interest expense of approximately $114 million and $905 million, respectively, related to the debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.
Elimination of interest income of approximately $474 million and $804 million, respectively, related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially fund the acquisition.

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

B. Equity-Method Investment

*Haleon––*We owned 32% of Haleon as of December 31, 2023. In March 2024, we sold approximately 30% of our investment in Haleon through the sale of 791 million ordinary shares in a global public offering, and the sale of 102 million ordinary shares directly to Haleon, for total consideration of $3.5 billion. We recognized a gain on the sale of our Haleon shares of $150 million during the first quarter of 2024 in Other (income)/deductions––net (see Note 4). After the share sale, we owned approximately 23% of the outstanding voting shares of Haleon as of September 29, 2024.

The fair value of our investment in Haleon as of September 29, 2024, based on quoted market prices of Haleon stock, was $11.0 billion. Haleon 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. We record our share of earnings from Haleon on a quarterly basis on a one-quarter lag in Other (income)/deductions––net.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following table summarizes the change in the carrying value of our investment in Haleon:
	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Beginning carrying value reported in Equity-method investments	$	7,796	$	11,228	$	11,451	$	10,824
Carrying value of shares sold	—		—		(3,312)		—
Dividends	(55)		(65)		(212)		(154)
Currency translation adjustments and other(a)	471		(446)		341		(172)
Basis difference adjustments and amortization(b), (c)	10		—		(91)		(1)
Pfizer share of Haleon investee capital transaction(b), (d)	46		—		(44)		—
Pfizer share of Haleon earnings(b)	88		122		224		341
Ending carrying value reported in Equity-method investments	$	8,356	$	10,838	$	8,356	$	10,838

(a)See Note 6**.

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

(c)Adjustments in the nine months ended September 29, 2024 include (i) the impact of Haleon’s brand divestitures and impairments of intangible assets and (ii) changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities.

(d)The nine months ended September 29, 2024 includes (i) a decrease of $91 million recorded in the second quarter of 2024 for Pfizer’s share of an investee capital transaction recognized by Haleon for treasury stock Haleon purchased in the first quarter of 2024 and (ii) an adjustment of $46 million recorded in the third quarter of 2024 for the impact of the reduction in Pfizer’s ownership from approximately 32% to approximately 23% as applied to dividends with a record date in the first quarter of 2024, which were recognized in Haleon’s second quarter 2024 financial statements.



Summarized financial information for Haleon for the three and nine months ending June 30, 2024, the most recent period available, and for the three and nine months ending June 30, 2023, is as follows:
	Three Months Ended				Nine Months Ended
(MILLIONS)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net sales	$	3,503	$	3,490	$	10,636	$	10,379
Cost of sales	(1,346)		(1,323)		(4,312)		(4,211)
Gross profit	$	2,157	$	2,167	$	6,324	$	6,168
Income from continuing operations	400		403		1,019		1,133
Net income	400		403		1,019		1,133
Income attributable to shareholders	388		382		971		1,066

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

A. Realigning our Cost Base Program

In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program that aims to realign our costs with our longer-term revenue expectations. We expect costs associated with this multi-year effort to continue primarily through 2024 and to total approximately $2.3 billion, primarily representing cash expenditures for severance and implementation costs, of which $1.7 billion is associated with our Biopharma segment. From the start of this program through September 29, 2024, we incurred costs under this program of $1.8 billion, of which $1.4 billion is associated with our Biopharma segment (including $1.3 billion of restructuring charges).

B. Manufacturing Optimization Program

In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our costs of goods sold, which is expected to include operational efficiencies, network structure changes, and product portfolio enhancements. The first phase of this program is focused on operational efficiencies and we expect costs for this first phase to total approximately $1.7 billion, primarily representing cash expenditures for severance and implementation costs, all of which is associated with our Biopharma segment. These costs will be recorded primarily in 2024, with cash outlays expected primarily in 2025 and 2026. From the start of this program through September 29, 2024, we incurred costs under this program of $1.3 billion, substantially all of which is restructuring costs for our Biopharma segment.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

C. Key Activities


The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Restructuring charges/(credits):
Employee terminations	$	25	$	16	$	1,009	$	77
Asset impairments	111		40		177		45
Exit costs	82		15		145		44
Restructuring charges/(credits)(a)	217		71		1,331		165
Transaction costs(b)	—		5		5		14
Integration/pre-integration costs and other(c)	96		78		333		198
Restructuring charges and certain acquisition-related costs	313		155		1,669		377
Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net	2		—		7		(7)
Additional depreciation––asset restructuring recorded in our condensed consolidated statements of operations as follows(d):
Cost of sales	6		5		11		27
Selling, informational and administrative expenses	2		—		5		—

Total additional depreciation––asset restructuring	8		5		16		28
Implementation costs recorded in our condensed consolidated statements of operations as follows(e):
Cost of sales	30		16		95		43
Selling, informational and administrative expenses	13		71		77		196
Research and development expenses	33		29		66		59

Total implementation costs	75		116		238		298
Total costs associated with acquisitions and cost-reduction/productivity initiatives	$	398	$	276	$	1,930	$	696

(a)Primarily represents cost-reduction initiatives. Amounts associated with our Biopharma segment: charges of $141 million for the three months ended September 29, 2024 (primarily including charges for our Realigning our Cost Base Program) and charges of $1.2 billion for the nine months ended September 29, 2024 (including charges of $1.3 billion for our Manufacturing Optimization Program and credits of $69 million for our Realigning our Cost Base Program). Amounts associated with our Biopharma segment for the three and nine months ended October 1, 2023 were not material.

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

(c)Represents external, incremental costs directly related to integrating acquired businesses, and in 2023 our then-proposed acquisition of Seagen, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs. In the nine months ended October 1, 2023, integration/pre-integration costs and other were mostly related to our acquisitions of Biohaven and Global Blood Therapeutics, Inc. and our then-proposed acquisition of Seagen.

(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.


The following summarizes the components and changes in restructuring accruals:
(MILLIONS)	Employee Termination Costs		Asset Impairment Charges		Exit Costs		Accrual
Balance, December 31, 2023(a)	$	1,978	$	—	$	11	$	1,988
Provision/(credit)	1,009		177		145		1,331
Utilization and other(b)	(867)		(177)		(144)		(1,187)
Balance, September 29, 2024(c)	$	2,120	$	—	$	12	$	2,132

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

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

(c)Included in Other current liabilities ($1.1 billion) and Other noncurrent liabilities ($1.1 billion).

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4. Other (Income)/Deductions—Net


Components of Other (income)/deductions––net include:
	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Interest income	$	(116)	$	(523)	$	(374)	$	(1,015)
Interest expense	783		695		2,352		1,521
Net interest expense(a)	668		173		1,977		505

Net (gains)/losses recognized during the period on equity securities	(446)		393		(129)		709
Income from collaborations, out-licensing arrangements and sales of compound/product rights	(1)		(10)		(25)		(84)
Net periodic benefit costs/(credits) other than service costs	(102)		(92)		(311)		(260)
Certain legal matters, net(b)	45		71		422		246
Certain asset impairments(c)	—		—		349		264
Haleon equity method (income)/loss(d)	(150)		(131)		(102)		(354)
Other, net(e)	228		(222)		(153)		(645)
Other (income)/deductions––net	$	243	$	181	$	2,030	$	381

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

(b)The third quarter and first nine months of 2024 primarily include certain product liability expenses related to products discontinued and/or divested by Pfizer. The third quarter of 2023 included legal obligations related to pre-acquisition matters and certain product liability expenses related to products discontinued and/or divested by Pfizer. The first nine months of 2023 primarily included certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer and legal obligations related to pre-acquisition matters.

(c)The first nine months of 2024 include a $240 million intangible asset impairment charge, associated with our Biopharma segment that represents IPR&D related to a Phase 3 study for the treatment of DMD, which reflects unfavorable clinical trial results. The first nine months of 2023 primarily represented intangible asset impairment charges, including (i) $128 million associated with Other business activities, related to IPR&D and developed technology rights for acquired software assets and reflected unfavorable pivotal trial results and updated commercial forecasts, and (ii) $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.

(d)See Note 2B**.

(e)The third quarter and first nine months of 2024 primarily include, among other things, a charge of $420 million related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program. The first nine months of 2024 also includes, among other things, a $150 million gain on the partial sale of our investment in Haleon in the first quarter of 2024 and dividend income of $183 million from our investment in ViiV. The third quarter and first nine months of 2023 included, among other things, a $222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion. The first nine months of 2023 included, among other things, dividend income of $213 million from our investment in ViiV and $211 million from our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary.


Additional information about the intangible assets that were impaired during 2024 follows:
									Nine Months Ended
	Fair Value(a)								September 29, 2024
(MILLIONS)	Amount		Level 1		Level 2		Level 3		Impairment


Intangible assets–– IPR&D(b)	$	—	$	—	—		$	—	$	240
Intangible assets––Developed technology rights(b)	102		—		—		102		109
Total	$	102	$	—	$	—	$	102	$	349

(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 2023 Form 10-K*.*

(b)Reflects intangible assets written down to fair value in 2024. 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.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5. Tax Matters

A. Taxes on Income/(Loss) from Continuing Operations

Our effective tax rate for continuing operations was 5.0% for the third quarter of 2024, compared to 28.8% for the third quarter of 2023, and was 4.9% for the first nine months of 2024, compared to (6.2)% for the first nine months of 2023. The effective tax rate for the third quarter of 2024 is primarily a result of the jurisdictional mix of earnings and, to a lesser extent, tax benefits related to the closing of IRS audits covering multiple tax years. The positive effective tax rate for the third quarter of 2023 reflects a tax benefit on a pre-tax loss. The increase in the effective tax rate for the first nine months ended September 29, 2024, compared to the first nine months ended October 1, 2023, was primarily due to the non-recurrence of tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years in the second quarter of 2023 partially offset by tax benefits related to the closing of the IRS audits covering multiple tax years.

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 sixth annual installment was paid by its April 15, 2024 due date. The seventh annual installment is due April 15, 2025 and is reported in current Income taxes payable as of September 29, 2024. The remaining liability is reported in noncurrent Other taxes payable. Our obligations may vary due to the availability of attributes such as foreign tax and other credit carryforwards or carrybacks.

For the year ended December 31, 2023, our cash paid for income taxes, net of refunds, was $3.1 billion, of which $1.9 billion was paid in the U.S.

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. During the third quarter of 2024, we effectively settled the audit of Pfizer’s federal income tax returns for years 2016-2018. Tax years 2019-2024 are open but not under audit. 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 2023 Form 10-K.

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


Components of Tax provision/(benefit) on other comprehensive income/(loss) include:
	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Foreign currency translation adjustments, net(a)	$	(50)	$	(28)	$	(7)	$	(33)
Unrealized holding gains/(losses) on derivative financial instruments, net	(65)		80		5		108
Reclassification adjustments for (gains)/losses included in net income/(loss)	(42)		(5)		(68)		(16)
	(107)		75		(63)		91
Unrealized holding gains/(losses) on available-for-sale securities, net	7		(10)		(2)		4
Reclassification adjustments for (gains)/losses included in net income/(loss)	(1)		6		10		(55)
	7		(4)		8		(51)






Reclassification adjustments related to amortization of prior service costs and other, net	(6)		(7)		(20)		(21)
Reclassification adjustments related to curtailments of prior service costs and other, net	—		(1)		1		(3)

	(6)		(7)		(18)		(24)
Tax provision/(benefit) on other comprehensive income/(loss)	$	(157)	$	36	$	(81)	$	(17)

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

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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, 2023	$	(7,863)	$	(217)	$	(9)	$	128	$	(7,961)
Other comprehensive income/(loss)(b)	232		(230)		55		(67)		(10)
Balance, September 29, 2024	$	(7,631)	$	(447)	$	46	$	61	$	(7,971)

(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 2B) and net losses related to 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:


	September 29, 2024						December 31, 2023
(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	$	1,420	$	—	$	1,420	$	5,124	$	—	$	5,124

Available-for-sale debt securities:
Government and agency—non-U.S.	3,493		—		3,493		817		—		817
Government and agency—U.S.	2,120		—		2,120		2,601		—		2,601
Corporate and other	1,236		—		1,236		982		—		982
	6,849		—		6,849		4,400		—		4,400
Total short-term investments	8,269		—		8,269		9,524		—		9,524
Other current assets
Derivative assets:
Interest rate contracts	1		—		1		—		—		—
Foreign exchange contracts	280		—		280		298		—		298
Total other current assets	281		—		281		298		—		298
Long-term investments
Equity securities with readily determinable fair values(a)	1,368		1,368		—		2,779		2,772		7

Available-for-sale debt securities:
Government and agency—non-U.S.	—		—		—		124		—		124

Corporate and other	6		—		6		26		—		26
	6		—		6		150		—		150
Total long-term investments	1,374		1,368		7		2,929		2,772		156
Other noncurrent assets
Derivative assets:
Interest rate contracts	192		—		192		144		—		144
Foreign exchange contracts	160		—		160		258		—		258
Total derivative assets	352		—		352		402		—		402
Insurance contracts(b)	878		—		878		790		—		790
Total other noncurrent assets	1,231		—		1,231		1,191		—		1,191
Total assets	$	11,154	$	1,368	$	9,787	$	13,943	$	2,772	$	11,170

Financial liabilities:
Other current liabilities
Derivative liabilities:
Interest rate contracts	$	28	$	—	$	28	$	16	$	—	$	16
Foreign exchange contracts	488		—		488		404		—		404
Total other current liabilities	516		—		516		420		—		420
Other noncurrent liabilities
Derivative liabilities:
Interest rate contracts	216		—		216		275		—		275
Foreign exchange contracts	777		—		777		725		—		725
Total other noncurrent liabilities	993		—		993		1,000		—		1,000
Total liabilities	$	1,508	$	—	$	1,508	$	1,420	$	—	$	1,420

(a)Long-term equity securities of $127 million as of September 29, 2024 and $130 million as of December 31, 2023 were held in restricted trusts for U.S. non-qualified employee benefit plans.

(b)Includes life insurance policies held in restricted trusts for U.S. non-qualified employee benefit plans. 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 $58 billion as of September 29, 2024 and $62 billion as of December 31, 2023. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $58 billion as of September 29, 2024 and $61 billion as of December 31, 2023.

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 September 29, 2024 and December 31, 2023. 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)	September 29, 2024		December 31, 2023
Short-term investments
Equity securities with readily determinable fair values(a)	$	1,420	$	5,124
Available-for-sale debt securities	6,849		4,400
Held-to-maturity debt securities	591		313
Total Short-term investments	$	8,860	$	9,837

Long-term investments
Equity securities with readily determinable fair values(b)	$	1,368	$	2,779

Available-for-sale debt securities	6		150
Held-to-maturity debt securities	47		47
Private equity securities at cost(b)	759		755
Total Long-term investments	$	2,180	$	3,731
Equity-method investments	8,582		11,637
Total long-term investments and equity-method investments	$	10,762	$	15,368
Held-to-maturity cash equivalents	$	236	$	207

(a)Represent 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:
	September 29, 2024														December 31, 2023
			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.	$	3,443	$	51	$	(2)	$	3,493	$	3,493	$	—	$	—	$	953	$	2	$	(14)	$	941
Government and agency––U.S.	2,120		—		—		2,120		2,120		—		—		2,601		—		—		2,601
Corporate and other	1,239		4		(1)		1,242		1,236		6		—		1,006		4		(2)		1,007
Held-to-maturity debt securities
Time deposits and other	759		—		—		759		716		23		20		561		—		—		561
Government and agency––non-U.S.	115		—		—		115		111		4		1		4		—		—		4
Total debt securities	$	7,677	$	55	$	(3)	$	7,729	$	7,676	$	33	$	21	$	5,126	$	6	$	(16)	$	5,115

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				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Net (gains)/losses recognized during the period on equity securities(a)	$	(446)	$	393	$	(129)	$	709
Less: Net (gains)/losses recognized during the period on equity securities sold during the period	(914)		(1)		(1,129)		(48)
Net unrealized (gains)/losses during the reporting period on equity securities still held at the reporting date(b)	$	468	$	394	$	1,000	$	757

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 September 29, 2024, there were cumulative impairments and downward adjustments of $323 million and upward adjustments of $198 million. Impairments, downward and upward adjustments were not material to our operations in the third quarters and first nine months of 2024 and 2023.

C. Short-Term Borrowings


Short-term borrowings include:
(MILLIONS)	September 29, 2024		December 31, 2023
Commercial paper, principal amount	$	5,841	$	7,965
Current portion of long-term debt, principal amount	3,750		2,250
Other short-term borrowings, principal amount(a)	160		252
Total short-term borrowings, principal amount	9,751		10,467
Net fair value adjustments related to hedging and purchase accounting	—		5
Net unamortized discounts, premiums and debt issuance costs	(52)		(121)
Total Short-term borrowings, including current portion of long-term debt, carried at historical proceeds, as adjusted	$	9,699	$	10,350

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

D. Long-Term Debt


The following summarizes the aggregate principal amount of our senior unsecured long-term debt, and adjustments to report our aggregate long-term debt:
(MILLIONS)	September 29, 2024		December 31, 2023
Total long-term debt, principal amount	$	57,371	$	60,982
Net fair value adjustments related to hedging and purchase accounting	1,083		1,039
Net unamortized discounts, premiums and debt issuance costs	(453)		(483)

Total long-term debt, carried at historical proceeds, as adjusted	$	58,002	$	61,538

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, Chinese renminbi, Japanese yen, Canadian dollar and Swedish krona, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years. We may seek to protect against possible declines in the reported net investments of our foreign business entities.

*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.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following summarizes the fair value of the derivative financial instruments and notional amounts:
	September 29, 2024						December 31, 2023
			Fair Value						Fair Value
(MILLIONS)	Notional		Asset		Liability		Notional		Asset		Liability
Derivatives designated as hedging instruments:
Foreign exchange contracts(a)	$	23,870	$	305	$	1,115	$	18,750	$	403	$	916
Interest rate contracts	6,750		193		244		6,750		144		290
			498		1,359				546		1,206
Derivatives not designated as hedging instruments:
Foreign exchange contracts	$	19,245	135		150		$	25,609	154		214

Total			$	633	$	1,508			$	700	$	1,420

(a)The notional amount of outstanding foreign exchange contracts hedging our intercompany forecasted inventory sales was $5.2 billion as of September 29, 2024 and $4.9 billion as of December 31, 2023.

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)	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Derivative Financial Instruments in Cash Flow Hedge Relationships:

Foreign exchange contracts(b)	$	—	$	—	$	(306)	$	359	$	171	$	20
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		3		49		3		46
Derivative Financial Instruments in Fair Value Hedge Relationships:
Interest rate contracts	332		(213)		—		—		—		—
Hedged item	(332)		195		—		—		—		—


Derivative Financial Instruments in Net Investment Hedge Relationships:
Foreign exchange contracts	—		—		(695)		297		—		—
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		93		5		40		35
Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):

Foreign currency long-term debt	—		—		(37)		22		—		—
Derivative Financial Instruments Not Designated as Hedges:
Foreign exchange contracts	64		57		—		—		—		—

	$	64	$	39	$	(941)	$	733	$	215	$	102


	Gains/(Losses) Recognized in OID(a)				Gains/(Losses) Recognized in OCI(a)				Gains/(Losses) Reclassified from OCI into OID and COS(a)
	Nine Months Ended
(MILLIONS)	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Derivative Financial Instruments in Cash Flow Hedge Relationships:
Interest rate contracts	$	—	$	—	$	—	$	68	$	—	$	—
Foreign exchange contracts(b)	—		—		21		312		313		(210)
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		20		139		20		136
Derivative Financial Instruments in Fair Value Hedge Relationships:
Interest rate contracts	107		(210)		—		—		—		—
Hedged item	(107)		192		—		—		—		—


Derivative Financial Instruments in Net Investment Hedge Relationships:
Foreign exchange contracts	—		—		(380)		14		—		—
Amount excluded from effectiveness testing and amortized into earnings(c)	—		—		145		81		116		102
Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):

Foreign currency long-term debt	—		—		(11)		5		—		—
Derivative Financial Instruments Not Designated as Hedges:
Foreign exchange contracts	106		173		—		—		—		—

	$	106	$	155	$	(204)	$	620	$	450	$	29

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

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

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

a net gain of $37 million in the third quarter of 2024;
a net gain of $106 million in the first nine months of 2024;
a net gain of $49 million in the third quarter of 2023; and
a net gain of $195 million in the first nine months of 2023.

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 loss of $91 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 19 years and relates to foreign currency debt.

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

(d)Long-term debt includes foreign currency borrowings, which are used in net investment hedges; the related carrying values as of September 29, 2024 and December 31, 2023 were $836 million and $824 million, respectively.


The following summarizes cumulative basis adjustments to our long-term debt in fair value hedges:
	September 29, 2024						December 31, 2023
			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



Long-term debt	$	7,165	$	(24)	$	908	$	7,196	$	(131)	$	957

(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 2023 Form 10-K.

As of September 29, 2024, the largest investment exposures in our portfolio consisted primarily of U.S. government money market funds, as well as sovereign debt instruments issued by the U.S.

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 September 29, 2024, the aggregate fair value of these derivative financial instruments that are in a net payable position was $910 million, for which we have posted collateral of $917 million with a corresponding amount reported in Short-term investments. As of September 29, 2024, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $104 million, for which we have received collateral of $129 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)	September 29, 2024		December 31, 2023
Finished goods	$	3,280	$	3,495
Work-in-process	7,267		5,688
Raw materials and supplies	1,174		1,007
Inventories(a)	$	11,721	$	10,189
Noncurrent inventories not included above(b)	$	2,765	$	4,568

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

(b)Included in Other noncurrent assets. The decrease from December 31, 2023 is primarily driven by a reduction in acquired Seagen inventory, inclusive of the acquisition accounting fair value step up. See Note 2A**. Based on our current estimates and assumptions, there are no recoverability issues for these amounts.

B. Other Current Liabilities

Other current liabilities include, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $375 million as of September 29, 2024 and $2.0 billion as of December 31, 2023.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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. As of September 29, 2024 and December 31, 2023, respectively, $628 million and $791 million of our trade payables to suppliers who participate in these financing arrangements were outstanding.

Note 9. Identifiable Intangible Assets and Goodwill

A. Identifiable Intangible Assets


The following summarizes the components of Identifiable intangible assets:
	September 29, 2024						December 31, 2023
(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)	$	99,373	$	(64,067)	$	35,306	$	99,267	$	(60,493)	$	38,773
Brands(b)	1,749		(961)		788		922		(877)		45
Licensing agreements and other	2,720		(1,474)		1,246		2,756		(1,458)		1,297

	103,842		(66,502)		37,340		102,944		(62,828)		40,116
Indefinite-lived intangible assets
Brands(b)	—				—		827				827
IPR&D(c)	21,976				21,976		23,193				23,193
Licensing agreements and other	670				670		763				763
	22,646				22,646		24,784				24,784
Identifiable intangible assets(d)	$	126,488	$	(66,502)	$	59,986	$	127,728	$	(62,828)	$	64,900

(a)The increase in the gross carrying amount includes the transfer of IPR&D to developed technology rights of $727 million for talazoparib (Talzenna), partially offset by $385 million of measurement period adjustments related to our acquisition of Seagen (see Note 2A) and impairments of $109 million (see Note 4).

(b)The changes in the gross carrying amounts reflect the transfer of $827 million from indefinite-lived brands to finite-lived brands for Depo-Medrol.

(c)The decrease in the gross carrying amount reflects the transfer of IPR&D to developed technology rights of $727 million for talazoparib (Talzenna), $250 million of measurement period adjustments related to our acquisition of Seagen (see Note 2A) and impairments of $240 million (see Note 4).

(d)The decrease is primarily due to amortization expense of $3.9 billion, measurement period adjustments related to our acquisition of Seagen of $625 million (see Note 2A) and impairments of $349 million (see Note 4).

B. Goodwill


The following summarizes the changes in the carrying amount of Goodwill:
(MILLIONS)	Total(a)
Balance, January 1, 2024	$	67,783
Additions(b)	661
Impact of foreign exchange	125
Balance, September 29, 2024	$	68,570

(a)All goodwill is assigned within the Biopharma reportable segment. As a result of the organizational changes to the commercial structure within the Biopharma operating segment effective in the first quarter of 2024 (see Note 13A), our goodwill was required to be reallocated amongst impacted reporting units. The allocation of goodwill is a complex process that requires, among other things, that we determine the fair value of each reporting unit under our old and new organizational structure and the portions being transferred. Therefore, we have not yet completed the allocation, but it will be completed in the current year.

(b)Additions represent measurement period adjustments related to our acquisition of Seagen (see Note 2A).

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)	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Service cost	$	—	$	—	$	21	$	21	$	4	$	3
Interest cost	139		147		78		73		6		5
Expected return on plan assets	(208)		(194)		(80)		(77)		(13)		(11)
Amortization of prior service cost/(credit)	—		—		1		—		(28)		(29)
Actuarial (gains)/losses	2		(11)		—		—		—		—

Special termination benefits	—		—		2		—		—		—
Net periodic benefit cost/(credit) reported in income	$	(68)	$	(58)	$	23	$	17	$	(31)	$	(32)

	Pension Plans
	U.S.				International				Postretirement Plans
	Nine Months Ended
(MILLIONS)	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Service cost	$	—	$	—	$	65	$	65	$	11	$	9
Interest cost	416		442		233		216		17		16
Expected return on plan assets	(624)		(583)		(240)		(229)		(38)		(33)
Amortization of prior service cost/(credit)	1		1		3		—		(87)		(90)
Actuarial (gains)/losses	2		4		—		3		—		—
Curtailments	—		—		(2)		(1)		—		(12)
Special termination benefits	—		6		9		—		—		—
Net periodic benefit cost/(credit) reported in income	$	(206)	$	(131)	$	68	$	53	$	(96)	$	(109)

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 nine months ended September 29, 2024, we contributed $96 million to our U.S. Pension Plans and $135 million to our International Pension Plans from our general assets, which include direct employer benefit payments.

Note 11. Earnings/(Loss) Per Common Share Attributable to Pfizer Inc. Common Shareholders


The following presents the detailed calculation of EPS/(LPS):
	Three Months Ended				Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
EPS/(LPS) Numerator


Income/(loss) from continuing operations attributable to Pfizer Inc. common shareholders	$	4,473	$	(2,394)	$	7,617	$	5,477
Discontinued operations––net of tax	(8)		12		4		11


Net income/(loss) attributable to Pfizer Inc. common shareholders	$	4,465	$	(2,382)	$	7,621	$	5,488




EPS/(LPS) Denominator
Weighted-average common shares outstanding––Basic	5,667		5,646		5,663		5,642
Common-share equivalents(a)	39		—		36		72
Weighted-average common shares outstanding––Diluted	5,705		5,646		5,699		5,714
Anti-dilutive common stock equivalents(b)	25		58		25		2

(a)For the three months ended October 1, 2023, due to the net loss attributable to Pfizer Inc. common shareholders, weighted average common-share equivalents of 56 million shares were not included in the computation of diluted LPS because their inclusion would have had an anti-dilutive effect.

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

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 May 2023, the Court of Appeal dismissed BMS’s appeal and in October 2023, the Supreme Court refused BMS permission to appeal. Additional challenges are pending in other jurisdictions. 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, payors, 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. 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 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 October 2024, we settled the actions against Sinotherapeutics on terms not material to us.

In June 2024, we brought a separate patent-infringement action against Biocon Limited, Biocon Pharma Limited and Biocon Pharma, Inc. (collectively, Biocon) asserting the infringement and validity of our patent covering the composition of matter patent that was challenged by Biocon in its ANDA seeking approval to market a generic version of tofacitinib 11 mg and 22 mg extended-release tablets. In September 2024, we settled the actions against Biocon on terms not material to us.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In August 2024, we brought a separate patent infringement action against SpecGx LLC (SpecGX) asserting the infringement and validity of our composition of matter patent, covering immediate release formulations of tofacitinib that was challenged by SpecGX in its ANDA seeking approval to market a generic version of tofacitinib 5 mg and 10 mg immediate release tablets.

In October 2024, we brought a separate patent infringement action against Breckenridge Pharmaceutical, Inc. (Breckenridge) asserting the infringement and validity of our composition of patent, covering immediate release formulations of tofacitinib that was challenged by Breckenridge in its ANDA seeking approval to market a generic version of tofacitinib 10 mg immediate release tablets.

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.

Vyndaqel-Vyndamax (tafamidis/tafamidis meglumine)

Beginning in June 2023, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of tafamidis capsules (61 mg) or tafamidis meglumine capsules (20 mg), challenging some or all of the patents listed in the FDA’s Orange Book for Vyndamax (tafamidis) and Vyndaqel (tafamidis meglumine). Scripps Research Institute (Scripps) owns the composition of matter patent and the method of treatment patents covering the products, and Pfizer is the exclusive licensee. Pfizer separately owns the crystalline form patent. Beginning in August 2023, we and Scripps 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 in suit. Pfizer is the sole plaintiff in actions that assert only the infringement and validity of the crystalline form patent.

Oxbryta (voxelotor)

In January 2024, Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Limited, and Zydus Worldwide DMCC (collectively, Zydus) and MSN Pharmaceuticals Inc. and MSN Laboratories Private Ltd. (collectively, MSN) separately notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of voxelotor tablets, challenging some of the patents listed in the FDA’s Orange Book for Oxbryta (voxelotor tablets in 300 mg and 500 mg strengths and/or for oral suspension) on non-infringement grounds. In March 2024, we filed patent infringement actions against both generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the challenged patents. Zydus and MSN have not challenged our composition of matter patents or method of treatment patents for Oxbryta.

Nurtec (rimegepant)

In April 2024, Rubicon Research Private Limited, Teva Pharmaceuticals, Inc., Changzhou Pharmaceutical Factory, Natco Pharma Limited and Natco Pharma, Inc., MSN, Aurobindo Pharma Limited, Apitoria Pharma Private Limited and Aurobindo Pharma U.S.A. Inc. (collectively, Aurobindo) and Apotex Inc. and Apotex Corp. (collectively, Apotex) notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of rimegepant orally disintegrating tablets, claiming noninfringement and/or challenging the validity of some or all of the patents listed in the FDA’s Orange Book for Nurtec (rimegepant orally disintegrating tablets Eq 75 mg base). In May 2024, we filed patent infringement actions against all the generic filers in the U.S. District Court for the District of Delaware.

Xtandi (enzalutamide)

Beginning in August 2024, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Xtandi, challenging some or all of the patents listed in the FDA’s Orange Book for Xtandi. Beginning in August 2024, we brought patent infringement actions against the generic filers in the U.S. District Court for the District of New Jersey, asserting the validity and infringement of the patents in suit.

Actions in Which We are the Defendant

Comirnaty (tozinameran)

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

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

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

In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes two European patents. 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 European patents. In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In November 2023, one of the European patents was revoked by the European Patent Office. In December 2023, the other European patent was declared invalid by a court in the Netherlands (the invalidity decision is limited to the Netherlands). In July 2024, the U.K. court revoked one patent, ruling that it was invalid, and held that the other patent was valid and infringed. ModernaTX has also filed additional patent infringement actions against Pfizer and BioNTech in certain other ex-U.S. 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 April 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC sued Pfizer and Pharmacia & Upjohn Company LLC, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Delaware, alleging that Comirnaty infringes five U.S. patents and seeking unspecified money damages. In August 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC filed an amended complaint alleging that Comirnaty infringes three additional U.S. patents.

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 (collectively, GSK Group) filed a complaint in the U.S. District Court for the District of Delaware against Pfizer alleging that the active ingredient in Abrysvo infringes four U.S. patents. The complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults over 60 years of age. In November 2023, GSK Group amended its complaint to assert infringement of two additional patents.

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

Matters Involving Pfizer and its Collaboration/Licensing Partners

Comirnaty (tozinameran)

In July 2022, Pfizer, BioNTech and BioNTech Manufacturing GmbH filed a declaratory judgment complaint against CureVac in the U.S. 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 in May and July 2023, CureVac asserted that Comirnaty infringes a number of additional U.S. patents.

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

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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-payor plaintiffs, which plaintiffs appealed to the U.S. Court of Appeals for the Third Circuit. In 2017, the U.S. Court of Appeals for the Third Circuit reversed the District Court’s decisions and remanded the claims to the District Court. In April 2024, the parties reached agreements to settle the litigation. Those settlements that required court approval have been approved and this matter is now resolved.

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/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

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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. In April 2024, the parties reached agreements to settle the litigation. Those settlements that required court approval have been approved and this matter is now resolved.

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.

Docetaxel

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

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

Zantac

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

In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022, the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, which has resulted in the dismissal of all complaints in the litigation. Plaintiffs have appealed the Federal MDL Court’s rulings.

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. The large majority of the state court cases have been filed in the Superior Court of Delaware in New Castle County.

Many of these Zantac-related cases have been outstanding for a number of years and could take many more years to resolve. From time to time, Pfizer has explored and will continue to explore opportunistic settlements of these matters. As of July 2024, Pfizer had settled, or entered into definitive agreements or agreements-in-principle to settle, subject to certain conditions, a substantial majority of the cases filed in state courts in which the plaintiff alleges use of a Pfizer product. The remaining unresolved state court cases continue in various state courts.

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 an MDL in the U.S. District Court for the Southern District of New York. Similar putative class actions have been filed in Canada and Israel, where the product brand is Champix.

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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. In 2018, Bayer AG acquired Monsanto Company (New Monsanto), which is now a subsidiary of Bayer AG. Since the acquisition, New Monsanto has continued to defend and indemnify Pharmacia for these liabilities.

Environmental Matters

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, the New Jersey Department of Environmental Protection and/or federal and state natural resource trustees to perform remedial design, removal and remedial actions, and related environmental remediation activities, and to resolve alleged damages to natural resources, at the Bound Brook facility. We have accrued for the currently estimated costs of these activities.

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

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 June 2024, the U.S. Supreme Court issued an order granting certiorari, vacating the Court of Appeals’ decision, and remanding the case to the Court of Appeals.

Allergan Complaint for Indemnity

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.

Breach of Contract – Comirnaty

In 2023, Pfizer and BioNTech Manufacturing GmbH initiated separate formal proceedings against the Republic of Poland, the Republic of Romania and Hungary in Belgium’s Court of First Instance of Brussels. Pfizer and BioNTech are seeking an order

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from the Court holding those countries to their commitments for COVID-19 vaccine orders, which were placed as part of their contracts signed in 2021.

A4. Legal Proceedings––Government Investigations

Like other multi-national pharmaceutical companies, we are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate. Criminal charges, substantial fines and/or civil penalties, limitations on our ability to conduct business in applicable jurisdictions, corporate integrity or deferred prosecution agreements, as well as reputational harm and increased public interest in the matter could result from government investigations in the U.S. 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 Antitrust Litigation

In May 2019, Attorneys General of more than 50 states and territories filed a complaint in the District of Connecticut against a number of pharmaceutical companies, including Greenstone and Pfizer. Greenstone is a former Pfizer subsidiary that sold generic drugs. The matter was transferred for coordinated pre-trial proceedings to a MDL in the U.S. District Court for 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 number of companies, including Greenstone and Pfizer, making similar allegations, concerning different 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 number of other defendants asserting allegations that generally overlap with those asserted by the State Attorneys General. In April 2024, the two cases naming Greenstone and Pfizer filed by the State Attorneys General were remanded to the District of Connecticut.

Subpoena relating to Tris Pharma/Quillivant XR

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

Government Inquiries relating to Meridian Medical Technologies

In February 2019, we received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at 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 have produced records in response to these and subsequent 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 to Biohaven. The CID seeks records and information related to, among other things,

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Biohaven’s engagements with healthcare professionals and co-pay coupons cards prior to Pfizer’s acquisition of Biohaven. In March 2023, the California Department of Insurance issued a subpoena seeking records similar to those requested by the CID. Biohaven is a wholly-owned subsidiary that we acquired in October 2022. We have produced records in response to these requests. We have been discussing a potential resolution of these matters.

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 have produced 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 have produced 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 September 29, 2024, 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, 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 in our 2023 Form 10-K for information on Pfizer Inc.’s guarantee of the debt issued by Pfizer Investment Enterprises Pte. Ltd. (a wholly-owned finance subsidiary of Pfizer) 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 2023 Form 10-K.

Note 13. Segment, Geographic and Other Revenue Information

A. Segment Information

We manage our commercial operations through three operating segments, each led by a single manager: Biopharma, PC1 and Pfizer Ignite. Biopharma is engaged in the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide. PC1 is our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients. Pfizer Ignite is an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas. Prior to June 2024, PC1 and Pfizer Ignite were managed together by a single manager as part of the former Business Innovation operating segment. Biopharma is the only reportable segment. Our commercial divisions market, distribute and sell our products, and global operating functions are responsible for the research, development, manufacturing and supply of our products. Each operating segment is supported by our global corporate enabling functions. Our chief operating decision maker uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation. We regularly review our segments and the approach used by management to evaluate performance and allocate resources.

At the beginning of 2024, we made changes in our commercial organization to incorporate Seagen and improve focus, speed and execution. Specifically, within our Biopharma reportable segment, we created the Pfizer Oncology Division, the Pfizer U.S. Commercial Division, and the Pfizer International Commercial Division:

Pfizer Oncology Division combines the U.S. Oncology commercial organizations, global Oncology marketing organizations and global and U.S. Oncology medical affairs from both Pfizer and Seagen.
Pfizer U.S. Commercial Division includes the U.S. Primary Care and U.S. Specialty Care customer groups, the Chief Marketing Office, the Global Chief Medical Affairs Office and Global Access & Value.

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

Beginning January 1, 2024, Biopharma’s earnings include costs related to R&D, medical and safety, manufacturing and supply, and sales and marketing activities that are associated with products in our Biopharma segment. Prior to 2024, costs associated with R&D and medical and safety activities managed by our global ORD and PRD organizations and overhead costs associated with our manufacturing operations were presented as part of Other business activities. We have reclassified our prior period segment information to conform to the current period presentation.

*Other Business Activities and Reconciling Items––*Other business activities include the operating results of PC1 and Pfizer Ignite as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with corporate enabling functions and other corporate costs as well as our share of earnings from Haleon. 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.

*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 $219 billion as of September 29, 2024 and $227 billion as of December 31, 2023.

Selected Statement of Operations Information


The following provides selected information by reportable segment:
	Three Months Ended								Nine Months Ended
	Total Revenues				Earnings(a)				Total Revenues				Earnings(a)
(MILLIONS)	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Reportable Segment:
Biopharma(b)	$	17,392	$	13,188	$	8,319	$	(137)	$	44,987	$	44,051	$	21,838	$	14,422
Other business activities(c)	310		303		(1,527)		(1,100)		877		933		(5,520)		(3,325)
Reconciling Items:
Amortization of intangible assets					(1,312)		(1,179)						(3,927)		(3,466)
Acquisition-related items					(465)		(227)						(1,590)		(778)
Certain significant items(d)					(299)		(708)						(2,768)		(1,666)
	$	17,702	$	13,491	$	4,715	$	(3,352)	$	45,864	$	44,984	$	8,033	$	5,187

(a)Income/(loss) from continuing operations before provision/(benefit) for taxes on income/(loss). As described above, in connection with the organizational changes effective in the first quarter of 2024, costs associated with R&D and medical and safety activities managed by our global ORD and PRD organizations and overhead costs associated with our manufacturing operations are now included in Biopharma’s earnings. We have reclassified $7.7 billion and $11.1 billion of net costs in the third quarter and first nine months of 2023, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(b)Biopharma’s revenues and earnings in the first nine months of 2024 reflect a non-cash favorable product return adjustment of $771 million recorded in the first quarter of 2024 (see Note 13C). Biopharma’s earnings also include dividend income from our investment in ViiV of $48 million in the third quarter of 2024 and $30 million in the third quarter of 2023, and $183 million in the first nine months of 2024 and $213 million in the first nine months of 2023. Biopharma’s earnings in the third quarter and first nine months of 2023 include approximately $5.6 billion and $5.8 billion, respectively, of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products.

(c)Other business activities include revenues and costs associated with PC1 and Pfizer Ignite as well as costs that we do not allocate to our operating segments, per above.

(d)Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above). Earnings in the third quarter and first nine months of 2024 include, among other items, a charge in Other (income)/deductions––net of $420 million related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program. Earnings in the first nine months of 2024 also includes restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $1.5 billion (primarily recorded in Restructuring charges and certain acquisition-related costs). Earnings in the first nine months of 2023 included, among other items, net losses on equity securities of $711 million recorded in Other (income)/deductions––net. See Notes 3 and 4.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

B. Geographic Information


The following summarizes revenues by geographic area:
	Three Months Ended					Nine Months Ended
(MILLIONS)	September 29, 2024		October 1, 2023		% Change	September 29, 2024		October 1, 2023		% Change
United States	$	12,064	$	8,064	50	$	29,470	$	23,233	27
International:
Developed Markets	3,412		3,335		2	9,774		13,094		(25)
Emerging Markets	2,226		2,092		6	6,620		8,656		(24)
Total revenues	$	17,702	$	13,491	31	$	45,864	$	44,984	2

C. Other Revenue Information

Significant Customers

In October 2023, we announced an amended agreement with the U.S. government, which facilitated the transition of Paxlovid to traditional commercial markets in the U.S. starting in November 2023. In connection with this agreement, we recorded a non-cash revenue reversal of $3.5 billion in the fourth quarter of 2023 related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S. government inventory. In the first quarter of 2024, we recorded a non-cash favorable final adjustment of $771 million to reflect 5.1 million EUA-labeled treatment courses returned through February 29, 2024, which were converted to a volume-based credit that supports continued access to Paxlovid through a U.S. government patient assistance program operated by Pfizer. In the third quarter of 2024, in connection with this amended agreement, we also supplied at no cost to the U.S. government or taxpayers a U.S. SNS of 1.0 million treatment courses to enable future pandemic preparedness through 2028, and recorded revenue of $442 million. While we are recognizing revenue as the 6.1 million treatment courses are delivered, there is no cash consideration for these treatment courses.

Revenues from the U.S. government comprised 9% of total revenues for the three months ended September 29, 2024 and 7% for both the nine months ended September 29, 2024 and October 1, 2023. Revenues from the U.S. government as a percentage of total revenues for the three months ended October 1, 2023 were not material. For information on our significant wholesale customers, see Note 17C in our 2023 Form 10-K.

Significant Revenues by Product

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


(MILLIONS)		Three Months Ended				Nine Months Ended
PRODUCT	PRIMARY INDICATION OR CLASS	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
TOTAL REVENUES		$	17,702	$	13,491	$	45,864	$	44,984
GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA)		$	17,392	$	13,188	$	44,987	$	44,051
Primary Care		$	9,060	$	6,310	$	21,224	$	23,755
Eliquis(a)	Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism	1,617		1,498		5,534		5,135
Paxlovid(b)	COVID-19 in certain high-risk patients	2,703		202		4,989		4,414
Prevnar family	Active immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae	1,803		1,843		4,853		4,877
Comirnaty	Active immunization to prevent COVID-19	1,422		1,306		1,970		5,858
Nurtec ODT/Vydura	Acute treatment of migraine and prevention of episodic migraine	337		233		870		646
Abrysvo	Active immunization to prevent RSV infection	356		375		557		375
Premarin family	Symptoms of menopause	90		92		283		299
FSME-IMMUN/TicoVac	Active immunization to prevent tick-borne encephalitis disease	81		91		246		237
All other Primary Care	Various	652		670		1,921		1,914
Specialty Care		$	4,289	$	3,763	$	12,215	$	11,035
Vyndaqel family	ATTR-CM and polyneuropathy	1,447		892		3,907		2,360
Xeljanz	RA, PsA, UC, active polyarticular course juvenile idiopathic arthritis, ankylosing spondylitis	321		503		818		1,210
Enbrel (Outside the U.S. and Canada)	RA, juvenile idiopathic arthritis, PsA, plaque psoriasis, pediatric plaque psoriasis, ankylosing spondylitis and nonradiographic axial spondyloarthritis	169		208		507		627
Sulperazon	Bacterial infections	156		122		468		619
Zavicefta	Bacterial infections	152		130		427		378

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(MILLIONS)		Three Months Ended				Nine Months Ended
PRODUCT	PRIMARY INDICATION OR CLASS	Sept. 29, 2024		Oct. 1, 2023		Sept. 29, 2024		Oct. 1, 2023
Octagam(c)	Primary humoral immunodeficiency, chronic immune thrombocytopenic purpura in adults, and dermatomyositis in adults	221		53		400		164
Inflectra	Crohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis	126		121		382		373
Genotropin	Replacement of human growth hormone	119		158		358		379
Zithromax	Bacterial infections	83		60		357		254
BeneFIX	Hemophilia B	88		107		294		321
Oxbryta(d)	Sickle cell disease	17		85		193		232
Cibinqo	Atopic dermatitis	63		37		152		91
All other Hospital(e)	Various	1,108		1,086		3,296		3,452
All other Specialty Care	Various	218		202		658		575
Oncology		$	4,043	$	3,115	$	11,549	$	9,261
Ibrance	HR-positive/HER2-negative metastatic breast cancer	1,087		1,244		3,272		3,635
Xtandi(f)	mCRPC, nmCRPC, mCSPC, nmCSPC	561		440		1,474		1,202
Padcev	Locally advanced or metastatic urothelial cancer	409		—		1,144		—
Oncology biosimilars(g)	Various	285		310		828		1,085
Adcetris	Hodgkin lymphoma and certain T-cell lymphomas	268		—		804		—
Inlyta	Advanced RCC	247		252		736		773
Lorbrena	ALK-positive metastatic NSCLC	206		159		538		393
Bosulif	Philadelphia chromosome–positive chronic myelogenous leukemia	161		160		474		463
Braftovi/Mektovi	Metastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation; and, for Braftovi, in combination with Erbitux (cetuximab)(h) for the treatment of BRAFV600E-mutant mCRC after prior therapy	173		131		437		346
Tukysa	Unresectable or metastatic HER2-positive breast cancer; RAS wild-type, HER2-positive unresectable or metastatic colorectal cancer	124		—		351		—
Tivdak	Recurrent or metastatic cervical cancer	34		—		94		—
Talzenna	In combination with Xtandi (enzalutamide) for adult patients with HRR gene-mutated mCRPC; treatment of BRCA gene-mutated, HER2-negative, inoperable or recurrent breast cancer	36		20		91		42
All other Oncology	Various	453		399		1,306		1,322
PFIZER CENTREONE(i)		$	285	$	293	$	820	$	908
PFIZER IGNITE		$	25	$	10	$	56	$	25

BIOPHARMA		$	17,392	$	13,188	$	44,987	$	44,051
PFIZER U.S. COMMERCIAL DIVISION (U.S. Primary Care and U.S. Specialty Care)		8,938		5,864		20,702		16,679
PFIZER ONCOLOGY DIVISION		3,026		2,111		8,516		6,260
PFIZER INTERNATIONAL COMMERCIAL DIVISION		5,428		5,214		15,769		21,112

Total Alliance revenues included above		$	1,900	$	1,645	$	6,140	$	5,672
Total Royalty revenues included above		$	384	$	260	$	992	$	737

(a)Primarily reflects Alliance revenues and product revenues.

(b)The third quarter and first nine months of 2024 includes $442 million of revenue recorded in connection with the creation of the U.S. SNS. The first nine months of 2024 also includes a $771 million favorable final adjustment recorded in the first quarter of 2024 to the estimated non-cash revenue reversal of $3.5 billion recorded in the fourth quarter of 2023, reflecting 5.1 million EUA-labeled treatment courses returned by the U.S. government through February 29, 2024 versus the estimated 6.5 million treatment courses that were expected to be returned as of December 31, 2023.

(c)The third quarter and first nine months of 2024 include $129 million related to a one-time sales true-up settlement agreement with our commercialization partner.

(d)In September 2024, we announced our voluntary withdrawal of all lots of Oxbryta for the treatment of sickle cell disease in all markets where it is approved, as well as the discontinuation of all active voxelotor clinical trials and expanded access programs worldwide, based on the totality of clinical data that now indicates the overall benefit of Oxbryta no longer outweighs the risk in the approved sickle cell patient population. The data suggest an imbalance in vaso-occlusive crises and fatal events, which requires further assessment.

(e)Includes, among other Hospital products, amounts previously presented as All other Anti-infectives and Ig Portfolio.

(f)Primarily reflects Alliance revenues and royalty revenues.

(g)Biosimilars are highly similar versions of approved and authorized biological medicines. Oncology biosimilars primarily include Retacrit, Ruxience, Zirabev, Trazimera and Nivestym.

(h)Erbitux is a registered trademark of ImClone LLC.

(i)PC1 includes revenues from our contract manufacturing and our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with legacy Pfizer businesses/partnerships.

PFIZER INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

*Remaining Performance Obligations––*Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty and Paxlovid to our customers totaled approximately $6 billion and $1 billion, respectively, as of September 29, 2024, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue from 2024 through 2028, the timing of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal third quarter of 2024 and exclude arrangements with an original expected contract duration of less than one year. Remaining performance obligations associated with contracts for other products and services were not significant as of September 29, 2024 or December 31, 2023.

*Deferred Revenues––*Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers for supply of Paxlovid and Comirnaty. The deferred revenues related to Paxlovid and Comirnaty totaled $3.5 billion as of September 29, 2024, with $2.0 billion and $1.5 billion recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Paxlovid and Comirnaty totaled $5.1 billion as of December 31, 2023, with $2.6 billion and $2.5 billion recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Paxlovid and Comirnaty deferred revenues during the first nine months of 2024 was primarily driven by amounts recognized in Product revenues as we delivered the products to our customers (including $442 million associated with the U.S. SNS for Paxlovid) as well as the aforementioned $771 million favorable final adjustment recorded in the first quarter of 2024 for Paxlovid, partially offset by additional advance payments received in the first nine months of 2024 as we entered into amended contracts. During the third quarter and first nine months of 2024, we recognized revenue of approximately $1.1 billion and $2.3 billion, respectively, that was included in the balance of Paxlovid and Comirnaty deferred revenues as of December 31, 2023. The Paxlovid and Comirnaty deferred revenues as of September 29, 2024 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues from 2025 through 2028. Deferred revenues associated with contracts for other products were not significant as of September 29, 2024 or December 31, 2023.

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