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Pfizer Inc. Quarterly Report March 2025
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2025-07-20
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# UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-3619 =\- # PFIZER INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 13-5315170 (I.R.S. Employer Identification No.) 66 Hudson Boulevard East, New York, New York 10001-2192 (Address of principal executive offices) (zip code) (212) 733-2323 (Registrant’s telephone number including area code) # Securities registered pursuant to Section 12(b) of the Act: | | | | | --- | --- | --- | | Title of each class | Trading\_Symbol(s) | Name of each exchange on which registered | | Common Stock, $0.05 par value | PFE | New York Stock Exchange | | 1.000% Notes due...
# UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-3619
=\-
# PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware (State of Incorporation)
13-5315170 (I.R.S. Employer Identification No.)
66 Hudson Boulevard East, New York, New York 10001-2192 (Address of principal executive offices) (zip code) (212) 733-2323 (Registrant’s telephone number including area code)
# Securities registered pursuant to Section 12(b) of the Act:
| | | |
| --- | --- | --- |
| Title of each class | Trading\_Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.05 par value | PFE | New York Stock Exchange |
| 1.000% Notes due 2027 | PFE27 | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revise financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
At April 30, 2025, 5,685,365,587 shares of the issuer’s voting common stock were outstanding.
# PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Operations 5
Condensed Consolidated Statements of Comprehensive Income 6
Condensed Consolidated Balance Sheets 7
Condensed Consolidated Statements of Equity 8
Condensed Consolidated Statements of Cash Flows 9
Notes to Condensed Consolidated Financial Statements 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 50
Item 4. Controls and Procedures 50
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 50
Item 1A. Risk Factors 50
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds 50
Item 3. Defaults Upon Senior Securities N/A
Item 4. Mine Safety Disclosures N/A
Item 5. Other Information 51
Item 6. Exhibits 51
Signature 51 $\\mathbf { N } / \\mathbf { A } =$ Not Applicable
Unless the context requires otherwise, references to “Pfizer,” “the Company,” “we,” “us” or “our” in this Form 10-Q (defined below) refer to Pfizer Inc. and its subsidiaries. Pfizer’s fiscal quarter-end for subsidiaries operating outside the U.S. is as of and for the three months ended February 23, 2025 and February 25, 2024, and for U.S. subsidiaries is as of and for the three months ended March 30, 2025 and March 31, 2024. References to “Notes” in this Form 10-Q are to the Notes to the Condensed or Consolidated Financial Statements in this Form 10-Q or in our 2024 Form 10-K. We also have used several other terms in this Form 10-Q, most of which are explained or defined below:
| | |
| --- | --- |
| | Indicates calculation not meaningful or results are greater than 100% |
| 2024Form10-K | Annual Report on Form 10-K for the fiscal year ended December 31, 2024 |
| AbbVie | AbbVie Inc. |
| | artificial intelligence |
| ALK | anaplastic lymphoma kinase |
| Alliance revenues | Revenues from alliance agreements under which weco-promote products discovered or developed byother companies or us |
| Astellas | Astellas Pharma Inc., Astellas US LLC and Astellas Pharma US, Inc. |
| ATTR-CM | transthyretin amyloid cardiomyopathy |
| BioNTech | BioNTech SE |
| Biopharma | Global Biopharmaceuticals Business |
| Blackstone | Blackstone Life Sciences |
| BMS | Bristol-Myers Squibb Company |
| BOD | Board of Directors |
| CDC | U.S. Centers for Disease Control and Prevention |
| cMs | |
| CODM | Centers for Medicare &Medicaid Services Chief Operating Decision Maker |
| | Unlesotherwiseoted,eerstoslicablendsthoedaroed,therBoechCO-19acce;at (COVID-19Vaccine,mRNA)origialmonovalentforula;thePfizer-BioNTechCOVD-19Vaccine,ivalent (OriginalandOmicron BA.4/BA.5);thePfizer-BioNTechCOVD-19Vacine (2023-2024Formula);Comimaty(COVID-19Vaccine,mRNA)2023-2024Foula; Pfizer-BioNTech COVID-19Vacine(2024-2025Formula);Comirnaty(COVID-19Vaccine,mRNA)2024-2025Formula; Comiaty Original/OmicronBA.1; ComirmatyOriginal/OmicronBA.4/BA.5; ComimatyOmicron XBB.1.5; ComirnatyJN.1and ComimatyKP.2. |
| COVID-19 | novel coronavirus disease of 2019 |
| Developed Markets | Includes,butistdtohoingkets:WesteEuroeJaaCentrauroeaadaustraliasteo Scandinavian countries,South Korea,New Zealand and Finland |
| EMA | European Medicines Agency |
| Emerging Markets | Includes,butisiiedttowngakets:Asia(ugJapdthKora)atimicaEstEo(gt Balkans),Africa, the Middle East and Turkey |
| EPS | earnings per share |
| EU | European Union |
| EUA | emergency use authorization |
| Exchange Act | Securities Exchange Act of 1934,as amended |
| FASB | Financial Accounting Standards Board |
| FDA | U.S.Food and Drug Administration |
| Form10-Q | This Quarterly Report on Form 10-Q for the quarterly period ended March 30,2025 |
| GAAP | U.S. Generally Accepted Accounting Principles |
| GSK | GSK plc |
| Haleon | Haleon plc |
| HIPAA | Health Insurance Portability and Accountability Act of 1996 |
| Hospira | Hospira, Inc. |
| HRR | homologous recombination repair |
| IPR&D | in-process research and development |
| IRA | Inflation Reduction Act of 2022 |
| IRS | U.S. Internal Revenue Service |
| | joint venture |
| King | King Pharmaceuticals LLC (formerly King Pharmaceuticals, Inc.) |
| mCRC | metastatic colorectal cancer |
| mCRPC | metastatic castration-resistant prostate cancer |
| mCSPC | metastatic castration-sensitive prostate cancer |
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| MDL | Multi-District Litigation |
| | |
| MedicarePart B | amedicalisuraceplntathelsovermdicallyecessryrsutpattcre,adprevetatieesfpeopleiha |
| | |
| --- | --- |
| Meridian | Meridian Medical Technologies, Inc. |
| Moody's | Moody's Ratings (formerly Moody's Investors Service) |
| mRNA | messenger ribonucleic acid |
| NDA | New Drug Application |
| nmCRPC | non-metastatic castration-resistant prostate cancer |
| nmCSPC | non-metastatic castration-sensitive prostate cancer |
| NSCLC | non-small cell lung cancer |
| ODT | oral disintegrating tablet |
| Ono | Ono Pharmaceutical Co.,Ltd. |
| OTC | over-the-counter |
| Paxlovida) | an oral COVID-19 treatment (nirmatrelvir tablets and ritonavir tablets) |
| PC1 | Pfizer CentreOne |
| Pharmacia | Pharmacia LLC (formerly Pharmacia Corporation) |
| Pierre Fabre | Pierre Fabre Medicament SAS |
| Prevnar family | Includes Prevnar 20/Apexxnar (pediatric and adult) and Prevnar 13/Prevenar 13 (pediatric and adult) |
| PsA | psoriatic arthritis |
| QTD | Quarter-to-date or three months ended |
| RA | rheumatoid arthritis |
| R&D | research and development |
| RSV | respiratory syncytial virus |
| S&P | S&P Global (formerly Standard& Poor's) |
| Seagen | Seagen Inc. and its subsidiaries |
| SEC SI&A | U.S.Securities and Exchange Commission |
| Takeda | Selling, informational and administrative expenses |
| UC | Takeda Pharmaceutical Company Limited |
| U.K | ulcerative colitis |
| U.S. | United Kingdom United States |
| ViiV | ViiV Healthcare Limited |
| Vyndaqel family | |
| | Includes Vyndaqel, Vyndamax and Vynmac |
(a) Certain uses of Paxlovid and COVID-19 vaccines from BioNTech and Pfizer have not been approved or licensed by the FDA. Paxlovid has been authorized for emergency use by the FDA under an EUA for the treatment of mild-to-moderate COVID-19 in pediatric patients (12 years of age and older weighing at least $4 0 \\mathrm { k g }$ ) who are at high risk for progression to severe COVID-19, including hospitalization or death. Emergency uses of COVID-19 vaccines from Pfizer and BioNTech, including Pfizer-BioNTech COVID-19 Vaccine (2024-2025 Formula), have been authorized for emergency use by the FDA under an EUA to prevent COVID-19 in individuals aged 6 months of age and older. The emergency uses are only authorized for the duration of the declaration that circumstances exist justifying the authorization of emergency use of the medical product during the COVID-19 pandemic under Section 564(b)(1) of the U.S. Federal Food, Drug and Cosmetics Act, unless the declaration is terminated or authorization revoked sooner. Please see the EUA Fact Sheets at [www.covid19oralrx.com](http://www.covid19oralrx.com/) and [www.cvdvaccine-us.com](http://www.cvdvaccine-us.com/).
This Form 10-Q includes discussion of certain clinical studies relating to various in-line products and/or product candidates. These studies typically are part of a larger body of clinical data relating to such products or product candidates, and the discussion herein should be considered in the context of the larger body of data. In addition, clinical trial data are subject to differing interpretations, and, even when we view data as sufficient to support the safety and/or efficacy of a product candidate or a new indication for an in-line product, regulatory authorities may not share our views and may require additional data or may deny approval altogether.
Some amounts in this Form 10-Q may not add due to rounding. All percentages have been calculated using unrounded amounts. All trademarks mentioned are the property of their owners.
he information contained on our website, our Facebook, Instagram, YouTube and LinkedIn pages or our X (formerly known as Twitter) accounts, or any third arty website, is not incorporated by reference into this Form 10-Q.
Certain of the products and product candidates discussed in this Form 10-Q are being co-researched, co-developed and/or co-promoted in collaboration with other companies for which Pfizer’s rights vary by market or are the subject of agreements pursuant to which Pfizer has commercialization rights in certain markets.
ITEM 1. FINANCIAL STATEMENTS
| | | | |
| --- | --- | --- | --- |
| (MILLIONS,EXCEPTPERSHAREDAIA) | 2025 | | 2024 |
| Revenues: | | | |
| Product revenues | $ | 11,294 $ | 12,443 |
| Alliance revenues | 2,113 | | 2,172 |
| Royalty revenues | 308 | | 263 |
| Total revenues | 13,715 | | 14,879 |
| Costs and expenses: | | | |
| Cost of sales(a) | | 2.845 | 3,379 |
| Selling, informational and administrative expenses(a) | | 3,031 | 3,495 |
| Research and development expenses(a) | | 2,203 | 2,493 |
| Acquired in-process research and development expenses | | 9 | |
| Amortization of intangible assets | 1,211 | | 1,308 |
| Restructuring charges and certain acquisition-related costs | | 678 | 102 |
| Other (income)/deductions-net | | 953 | 680 |
| Income from continuing operations before provision/(benefit) for taxes on income | | 2,785 | 3,421 |
| Provision/(benefit) for taxes on income | | (189) | 293 |
| Income from continuing operations | | 2,973 | 3,128 |
| Discontinued operations-net of tax | | | (5) |
| Net income before allocation to noncontrolling interests | 2,973 | | 3,123 |
| Less: Net income attributable to noncontrolling interests | | 6 | 8 |
| Net income attributable to Pfizer Inc. common shareholders | $ | 2.967 $ | 3,115 |
| Earnings per common share-basic: | | | |
| Income from continuing operations attributable to Pfizer Inc.common shareholders | $ | 0.52 $ | 0.55 |
| Discontinued operations—net of tax | | | |
| Net income attributable to Pfizer Inc.common shareholders | $ | 0.52 $ | 0.55 |
| Earnings per common share diluted: | | | |
| Income from continuing operations attributable to Pfizer Inc.common shareholders | $ | 0.52 $ | 0.55 |
| Discontinued operations—net of tax | | | |
| Net income attributable to Pfizer Inc.common shareholders | $ | 0.52 $ | 0.55 |
| Weighted-average shares-basic | | | |
| Weighted-average shares-diluted | 5,710 | 5,675 | 5,657 5,697 |
| | | |
| --- | --- | --- |
| (MILLIONS) | Three Months Ended March 30 |
| | March 31, 2024 |
| Net income before allocation to noncontrolling interests | 2.973 | 3,123 |
| Foreign currency translation adjustments, net | (557) | 140 |
| Unrealized holding gains/(losses) on derivative financial instruments, net | (123) | 217 |
| Reclassification adjustments for (gains)/losses included in net income(a) | (313) | (12) 205 |
| Unrealized holding gains/(losses) on available-for-sale securities, net | (436) (31) | (51) |
| Reclassification adjustments for (gains)/losses included in net income(b) | | (14) |
| | | (65) |
| Reclassification adjustments related to amortization of prior service costs and other, net | | (28) |
| Reclassification adjustments related to curtailments of prior service costs and other, net | | |
| | | (28) |
| Other comprehensive income/(loss), before tax | | 251 |
| Tax provision/(benefit) on other comprehensive income/(loss) | | 53 |
| Other comprehensive income/(loss) before allocation to noncontrolling interests | | 198 |
| Comprehensive income/(loss) before allocation to noncontrolling interests | | 3,321 |
| Less: Comprehensive income/(loss) attributable to noncontrolling interests | | 3 |
| Comprehensive income/(loss) attributable to Pfizer Inc. | | 3,319 |
| | | |
| --- | --- | --- |
| (MILLIONS) | March30, 2025 | December 31,2024 |
| | (Unaudited) | |
| Assets | | |
| Cash and cash equivalents | 1,430 | 1,043 |
| Short-term investments | 15,887 | 19,434 |
| Trade accounts receivable, net of allowance for doubtful accounts: 2025—$427; 2024$438 | 11,845 | 11,463 |
| Inventories | 10,852 | 10,851 |
| Current tax assets | 2,900 | 3,314 |
| Other current assets | 2,947 | 4,253 |
| Total current assets | 45,861 | 50,358 |
| Equity-method investments | 224 | 217 |
| Long-term investments | 1,789 | 2.010 |
| Property, plant and equipment, net of accumulated depreciation: 2025—$16,842; 2024—$16,483 | 18,347 | 18,393 |
| Identifiable intangible assets,net | 53,976 | 55,411 |
| Goodwill | 68,444 | 68,527 |
| Noncurrent deferred tax assets and other noncurrent tax assets | 9,542 | 8,662 |
| Other noncurrent assets | 9,845 208.028 | 9,817 |
| Total assets | | 213,396 |
| Liabilities and Equity | | $ |
| Short-term borrowings,including current portion of long-term debt: 2025—$3,749; 2024—$3,747 | 4,470 | 6,946 |
| Trade accounts payable | 5,240 | 5,633 |
| Dividends payable | | 2,437 |
| Income taxes payable | 3,105 | 2,910 |
| Accrued compensation and related items | 2,607 | 3,838 |
| Deferred revenues | 1,012 | 1,511 |
| Other current liabilities | 20,016 | 19,720 |
| Total current liabilities | 36,452 | 42,995 |
| Long-term debt | 57,639 | 57,405 |
| Pension and postretirement benefit obligations | 2.021 | 2,115 |
| Noncurrent deferred tax liabilities | 2,258 | 2,122 |
| Other taxes payable | 5,724 | 6,112 |
| Other noncurrent liabilities | 13,297 | 14,150 |
| Total liabilities | 117,391 | 124,899 |
| Commitments and Contingencies | | |
| Common stock | 481 | 480 |
| Additional paid-in capital | 93,856 | 93,603 |
| Treasury stock | (115,008) | (114,763) |
| Retained earnings | 119,590 | 116,725 |
| Accumulated other comprehensive loss | (8,581) | (7,842) |
| Total Pfizer Inc.shareholders'equity | 90,338 | 88,203 |
| Equity attributable to noncontrolling interests | 299 | 294 |
| Total equity | 90,637 | 88,497 |
| Total liabilities and equity | 208,028 | 213,396 |
# PFIZER INC. AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | PFIZERINC.SHAREHOLDERS | | |
| | Common Stock | Treasury Stock | | |
| | | Add'1 | | | Accum. Other | | Non- | |
| (MILLIONS,EXCEPTPER SHARE DATA) | Shares | Par Value | | Paidial | Shares | Cost | Retained | Comp | holders quty | controling | Total Equity |
| Balance, January 1, 2025 | 9,593 | | $ | 93,603 | (3,926) $ | (114,763) $ | 116,725 $ | (7,842) $ | 88,203 | 294 | $ 88,497 |
| Net income | | | | | | | 2,967 | | 2.967 | 6 | 2.973 |
| Other comprehensive income/(loss),net of tax | | | | | | | | (738) | (738) | (3) | (741) |
| Cash dividends declared, per share: $- | | | | | | | | | | | |
| Common stock | | | | | | | | | | | |
| Share-based payment transactions | 27 | | 1 | 252 | (9) | (245) | (103) | | (94) | | (94) |
| Other Balance, March 30,2025 | 9.620 | S | $ | 93,856 | (3,935) | | 1 | | 1 | 2 | 2 |
| | | 481 | | | $ | (115,008) $ | 119,590 $ | (8,581) $ | 90,338 | 299 | 90.637 |
| | Common Stock | PFIZER INC.SHAREHOLDERS Treasury Stock | | |
| | | | | Add'1 | | | | Accum. Other | | Non- | |
| (MILLIONS,EXCEPT PER SHARE DATA) | Shares | Par Value | | Paid-In Capital | Shares | | Retained | Comp. | holders' Equity Share- | controlling | Total Equity |
| Balance,January 1,2024 | 9,562 | $ | 478 $ | 92,631 | (3,916) $ | Cost (114,487) $ | Earmings | Loss | 89,014 | interests 274 | 89,288 |
| Net income | | | | | | | 118,353 $ | (7,961) $ | 3,115 | 8 | 3,123 |
| Other comprehensive income/(loss, net of tax | | | | | | | 3,115 | 203 | 203 | (5) | 198 |
| Cash dividends declared, per share: $- | | | | | | | | | | | |
| Common stock | | | | | | (268) | | | | | |
| Share-based payment transactions | 30 | | | 366 | (10) | (151) | | | (51) | | (51) |
| Other Balance,March 31, 2024 | | | | | | 121,318 | | | $ | | |
| | 9,592 | S | 480 $ | 92,997 | (3,925) $ (114,755) | $ | $ | (7,758) $ | 92.282 | 276 | 92.558 |
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| --- | --- | --- |
| (MILLIONS) | Three Months Ended March 30 |
| | March 31, 2024 |
| Qperating Activities | 2025 | |
| Net income before allocation to noncontrolling interests | 2,973 | 3,123 |
| Discontinued operations—net of tax | | (5) |
| Net income from continuing operations before allocation to noncontrolling interests | 2,973 | 3,128 |
| Adjustmentstoeocileeticomfocoiuingoeratioseforeallcationtooncontrollinginterests toetcashproiddbyused | | |
| in) operating activities: Depreciation and amortization | 1,618 | 1,736 |
| Asset write-offs and impairments | 344 | 136 |
| Deferred taxes | (663） | (441) |
| Share-based compensation expense | 170 | 220 |
| Benefit plan contributions in excess of expense/income | (229) | (201) |
| Other adjustments, net | 40 | (151) |
| Other changes in assets and liabilities, net of acquisitions and divestitures | (1,919) | (3,336) |
| Net cash provided by/(used in) operating activities | 2,335 | 1,090 |
| InvestingActivities | | |
| Purchases of property,plant and equipment | (564) | (704) |
| Purchases of short-term investments | (2,823) | |
| Proceeds from redemptions/sales of short-term investments | 3,955 | (797) |
| Net(purchasesof)/proceeds fromredemptions/salesofshort-term investments with original maturitiesofthree monthsorless | (3,852) | 658 |
| Purchases of long-term investments | (134) | (1,187) |
| Proceeds from redemptions/sales of long-term investments | | (35) |
| Proceeds from sales of investment in Haleon(a) | | 305 |
| Other investing activities, net | 6,311 | 3,491 |
| Net cash provided by/(used in) investing activities | 300 3,274 | 1,732 |
| Financing Activities | | |
| Proceeds from short-term borrowings | | 1,444 |
| Payments on short-term borrowings | (2,048) | (328) |
| Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less | (386) | (2,039) |
| Payments on long-term debt | | (1,250) |
| Cash dividends paid | (2,437) | (2,372) |
| Other financing activities, net | (356) | (386) |
| Net cash provided by/(used in) financing activities | (5,227) | (4,931) |
| Effect of exchange-rate changes on cash and cash equivalents and restricted cash and cash equivalents | | (28 |
| Net increase/(decrease) in cash and cash equivalents and restricted cash and cash equivalents | 375 | (2,137) |
| Cash and cash equivalents and restricted cash and cash equivalents,at beginning of period | 1,107 | 2,917 |
| Cash and cash equivalents and restricted cash and cash equivalents,at end of period | 1,481 | 780 |
| Supplemental Cash Flow Information | | |
| Cash paid during the period for: | 152 | 184 |
| Income taxes Interest paid | 353 | 415 |
| | | 33 |
| Interest rate hedges (a) See Note 7A. | | |
# 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 2024 Form 10-K. As permitted under the SEC requirements for interim reporting, certain footnotes or other financial information have been condensed o 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 2024 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.
fizer’s fiscal quarter-end for subsidiaries operating outside the U.S. is as of and for the three months ended February 23, 2025 and February 25, 2024, and for .S. subsidiaries is as of and for the three months ended March 30, 2025 and March 31, 2024.
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.
B. Revenues and Trade Accounts Receivable
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) | March 30, | December 31, 2024 |
| Reserve against Trade accounts receivable, net of allowance for doubtful accounts | 1,462 | $ 1,627 |
| Other current liabilities: | | |
| Accrued rebates | 8,119 | 7,195 |
| Other accruals | 904 | 972 |
| Other noncurrent liabilities | 10,945 | 1,029 |
| Total accrued rebates and other sales-related accruals | | $ 10,822 |
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 months ended March 30, 2025 and March 31, 2024, 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 $\_ { I G }$ in our 2024 Form 10-K.
# Note 2. Research and Development Arrangement
Research and Development Funding Arrangement with Blackstone––In March 2025, we entered into an arrangement with Blackstone under which we will receive up to a total of $$ 326$ million in 2025 through 2028 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $$ 277$ million contingent upon the successful results of the clinical trials and payable to Blackstone over a period of one to three years. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $$ 897$ million in total based on achievement of certain levels of cumulative applicable net sales and payable to Blackstone over a period of five
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
to seven years. The net present value of the approval-based milestone payments and sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Accretion of interest on the liabilities to pay Blackstone will be recognized as interest expense in Other (income)/deductions––net.
# ote 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
# A. Realigning Our Cost Base Program
• In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program that aims to realign our costs with our longer-term revenue expectations. We expect costs associated with this initial part of the program to continue primarily through 2025 and to total approximately $$ 3.1$ billion, primarily representing cash expenditures for severance, exit and implementation costs as well as non-cash asset write downs of which $$ 2.4$ billion is associated with our Biopharma segment.
In the second quarter of 2025, we identified additional productivity opportunities to further reduce costs primarily in SI&A, driven in large part by enhanced digital enablement, including automation and AI, and simplification of business processes. We expect costs associated with the additional productivity opportunities to be incurred through 2027 and to total approximately $$ 1.6$ billion, primarily representing cash expenditures for severance, digital enablement and implementation, of which $$ 700$ million is associated with our Biopharma segment.
• In connection with our efforts to simplify the structure and sharpen the focus of our R&D organization, in the first quarter of 2025 we expanded this program after having identified additional opportunities to drive improvements in productivity and operational efficiencies through enhanced digital enablement, including automation and AI, and simplification of business processes. We expect costs to implement these initiatives to be incurred through 2026 and to total approximately $$ 600$ million, primarily representing cash expenditures for severance, digital enablement and implementation, all of which is associated with our Biopharma segment. The majority of these costs were recorded in the first quarter of 2025, with cash outlays expected primarily in 2025 and 2026.
We now expect costs associated with all three components of this program to total approximately $$ 5.3$ billion of which $$ 3.7$ billion is associated with the Biopharma segment.
From the start of this program through March 30, 2025, we incurred total costs under this program of $$ 3.2$ billion, of which $$ 2.7$ billion is associated with ou Biopharma segment (including $$ 2.5$ billion of restructuring charges).
# B. Manufacturing Optimization Program
In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our costs of goods sold, which is expected to include operational efficiencies, network structure changes, and product portfolio enhancements. The first phase of this program is focused on operational efficiencies and we expect costs for this first phase to total approximately $$ 1.6$ billion, primarily representing cash expenditures for severance and implementation costs, all of which is associated with our Biopharma segment. From the start of this program through March 30, 2025, we incurred costs under this program of $$ 1.2$ billion, substantially all of which is restructuring costs for our Biopharma segment. These costs were recorded primarily in 2024, with cash outlays expected primarily in 2025 and 2026.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# C. Key Activities
The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
| | | |
| --- | --- | --- |
| (MILLIONS) | Three Months Ended |
| March 30, 2025 | March 31, 2024 |
| Restructuring charges/(credits): | | |
| Employee terminations | 384 | (29) |
| Asset impairments | 173 | 25 |
| Exit costs | | 14 |
| Restructuring charges/(credits)(a) | 621 | 10 |
| Transaction costs(b) | | 5 |
| Integration costs and other(c) | 57 | 87 |
| Restructuring charges and certain acquisition-related costs | 678 | 102 |
| Net periodic benefit costs/(credits) recorded in Other (income)/deductions-net | (59) | 3 |
| Additional depreciation—asst restructuring recorded in Cost ofsales in our condensed consolidated statements of operations(d) | 4 | 4 |
| Implementation costs recorded in our condensed consolidated statements of operations as follows(e): | | |
| Cost of sales | 20 | 16 |
| Selling, informational and administrative expenses | | 29 |
| Research and development expenses | 24 | 13 |
| Total implementation costs | | 58 |
| Total costs associated with acquisitions and cost-reduction/productivity initiatives | 50 673 | 168 |
(a) In 2025, primarily represents cost-reduction initiatives. In 2024, primarily represented Seagen acquisition-related costs, largely offset by credits for cost-reduction initiatives. Amounts associate with our Biopharma segment: charges of $$ 617$ million for the three months ended March 30, 2025 (including charges of $587 million for our Realigning our Cost Base Program and credits of $$ 4$ million for our Manufacturing Optimization Program) and credits of $37 million for the three months ended March 31, 2024 for our Realigning our Cost Base Program. (b) Represents external costs for banking, legal, accounting and other similar services. (c) Represents external, incremental costs directly related to integrating acquired businesses, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs. (d) Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions. (e) Represents incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives.
The following summarizes the components and changes in restructuring accruals:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | Employee Termination | Impairment | Asset | | |
| (MILLIONS) | | Costs | Charges | Exit Costs | Accrual |
| Balance,December 31,2024(a) | | $ | 一 $ | 74 $ | 2,120 |
| Provision | | 2.046 384 | 173 | 64 | 621 |
| Utilization and other(b) | | (249) | (173) | 80 | (342) |
| Balance,March 30,2025(c) | | 2,181 $ | 一 | 218 | 2,399 |
(a) Included in Other current liabilities ($1.7 billion) and Other noncurrent liabilities ($437 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 ($1.8 billion) and Other noncurrent liabilities ($562 million).
Components of Other (income)/deductions––net include:
Note 4. Other (Income)/Deductions—Net
| | | |
| --- | --- | --- |
| | Three Months Ended |
| March 30, | March 31, 2024 |
| (MILLIONS) Interest income | 2025 (143) | (129) |
| Interest expense | | 790 |
| Net interest expense(a) | 654 511 | 661 |
| Net (gains)/losses recognized during the period on equity securities(b) | 370 | (25) |
| Net periodic benefit costs/(credits) other than service costs | (158) | (103) |
| Certain legal matters, net(c) | 142 | 208 |
| Certain asset impairments(d) | 224 | 109 |
| Haleon equity method (income)/loss | (135) | 88 |
| Other, net(e) | | (258) |
| Other (income)/deductions-net | | 680 |
(a) The decrease in net interest expense in the first quarter of 2025, compared to the first quarter of 2024, reflects (i) lower interest expense mainly due to lower long-term debt and commercial paper balances and (ii) an increase in interest income primarily due to higher cash balances from sales of our remaining investment in Haleon.
(b) The net losses in the first quarter of 2025 include, among other things, a net loss of $144 million related to our investment in Haleon, composed of unrealized losses of $$ 1.0$ billion, partially offset by $900 million in realized gains on the sales of our remaining investment.
(c) The amount for the first quarter of 2025 primarily includes certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer. The amount for the first quarter of 2024 primarily included certain product liability expenses related to products discontinued and/or divested by Pfizer.
(d) The amount for the first quarter of 2025 primarily represents an intangible asset impairment charge associated with our Biopharma segment of $$ 210$ million for KRAS G12D, a Phase 2 indefinitelived out-licensed asset that was discontinued by our out-licensing partner. The amount for the first quarter of 2024 represented intangible asset impairment charges associated with our Biopharma segment for developed technology rights due to updated commercial forecasts mainly reflecting competitive pressures.
(e) The first quarter of 2024 primarily included, among other things, a $$ 150$ million realized gain on the partial sale of our investment in Haleon.
Additional information about the intangible assets that were impaired during 2025 follows:
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Fair Value(a) | Three Months Ended March 30,2025 |
| (MILLIONS) | Amount | | Level1 | | | | |
| Indefinite-lived licensing agreement(b) | | | | | Level 2 | Level3 | Impairment |
| | | 1 $ | 丨 | $ | 一 | 一 | 210 |
| Developed technology rights(b) Total | | $ | | $ | | | 14 224 |
(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 $I E$ in our $2 0 2 4 \\mathrm { F o r m } 1 0 \\mathrm { - K }$ . (b) Reflects intangible assets written down to fair value in 2025. 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; and assumptions about the probability of technical and regulatory success (PTRS) of ongoing clinical trials, the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.
# Note 5. Tax Matters
# A. Taxes on Income/(Loss) from Continuing Operations
Our effective tax rate for continuing operations was $( 6 . 8 ) %$ for the first quarter of 2025, compared to $8 . 6 %$ for the first quarter of 2024. The negative and lower effective tax rate for the first quarter of 2025, compared to the first quarter of 2024, was primarily due to favorable global income tax resolutions in multiple tax jurisdictions spanning multiple tax years, as well as a favorable change in the jurisdictional mix of earnings.
We elected, with the filing of our 2018 U.S. Federal Consolidated Income Tax Return, to pay our initial estimated $$ 15$ billion repatriation tax liability on accumulated post-1986 foreign earnings (Transition Tax liability) over eight years through 2026. The seventh annual installment was paid by its April 15, 2025 due date and is reported in current Income taxes payable as of March 30, 2025. 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.
See Note 5A in our 2024 Form 10-K for information on our cash paid for income taxes, net of refunds.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# 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. Tax years 2019 - 2022 are under audit. The IRS audit of Pfizer’s federal income tax returns for years 2016-2018 is effectively settled but the statute of limitation remains open for these tax years. Tax years 2023-2025 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 2014.
See Note $5 D$ in our 2024 Form 10-K.
C. Tax Provision/(Benefit) on Other Comprehensive Income/(Loss)
Components of Tax provision/(benefit) on other comprehensive income/(loss) include:
Note 6. Accumulated Other Comprehensive Loss, Excluding Noncontrolling Interests
| | | |
| --- | --- | --- |
| | Three MonthsEnded |
| March 30 2025 $ | March 31, 2024 |
| (MILLIONS) Foreign currency translation adjustments, net(a) | (102) $ | 25 |
| Unrealized holding gains/(losses) on derivative financial instruments, net | (34) | 45 |
| Reclassification adjustments for (gains)/losses included in net income | (55) | (4) |
| (89) | 41 |
| Unrealized holding gains/(losses)on available-for-sale securities, net | (4) | (6) |
| Reclassification adjustments for (gains)/losses included in net income | 19 | (2) |
| 15 | (8 |
| Reclassification adjustments related to amortization of prior service costs and other, net | (7) | (5) |
| Reclassification adjustments related to curtailments of prior service costs and other, net | 9) | |
| (16) | 5 |
| Taxprovision/(benefit) on other comprehensive income/(loss) | $ (191) $ | 53 |
(a) Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are expected to be held indefinitely.
The following summarizes the changes, net of tax, in Accumulated other comprehensive loss:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Net Unrealized Gains/(Losses) Derivative | Benefit Plans |
| (MILLIONS) | Foreign Currency Translation Adjustments(a) | Financial Instruments | Available-For- Sale Securities | | Prior Service (Costs)/Credits and Other | Accumulated Other Comprehensive Income/(Loss) |
| Balance,January 1,2025 | | (7,984) $ | 57 $ | (106) | 191 | (7,842) |
| Other comprehensive income/(loss)(b) | | (453) | (347) | 109 | (48) | (738) |
| Balance,March 30,2025 | | (8,436) $ | (290) | 3 | 143 | (8,581) |
(a) Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests. (b) Foreign currency translation adjustments include net gains/(losses) related to the impact of our net investment hedging program.
# 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:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | March30,2025 | December31,2024 |
| (MILLIONS) | Total | Level1 | Level 2 | Total | Level1 | Level2 |
| Financial assets: | | | | | | |
| Short-term investments Equity securities with readily determinable fair value(a) | 1,255 | | 1,255 | 7,848 | 6,456 | 1,392 |
| | | | | | | |
| Available-for-sale debt securities: Government and agency—non-U.S. | 8,995 | | 8,995 | 6,855 | | 6,855 |
| Government and agency—U.S. | 3,494 | | 3,494 | 2,853 | | 2.853 |
| Corporate and other | 1,464 | | 1,464 | 1,173 | | 1,173 |
| | 13,952 | | 13,952 | 10,881 | | 10.881 |
| Total short-term investments | 15,207 | | 15,207 | 18,729 | 6,456 | 12.273 |
| Other current assets | | | | | | |
| Derivative assets: | | | | | | |
| Interest rate contracts | 2 | | 2 | | | |
| Foreign exchange contracts | 548 | | 548 | 1,056 | | 1,056 |
| Total other current assets | 550 | | 550 | 1,056 | | 1,056 |
| Long-term investments | | | | | | |
| Equity securities with readily determinable fair values(b) | 1,031 | 1,031 | | 1,246 | 1,246 | 一 |
| Total long-term investments | 1,031 | 1,031 | | 1,246 | 1,246 | |
| Other noncurrent assets | | | | | | |
| Derivative assets: | | | | | | |
| Interest rate contracts | 36 | | 36 | 13 | | 13 |
| Foreign exchange contracts | 256 | | 256 | 447 | | 447 |
| Total derivative assets | 292 | 一 | 292 | 460 | | 460 |
| Insurance contracts(c) | 849 | | 849 | 875 | | 875 |
| Total other noncurrent assets | 1,141 | | 1,141 | 1,335 | | 1,335 |
| Total assets | 17,929 | 1,031 | 16,899 | 22,366 | 7,701 | 14,665 |
| Financial liabilities: | | | | | | |
| Other current liabilities | | | | | | |
| Derivative liabilities: | | | | | | |
| Interest rate contracts | 10 | 一 | 10 | 28 | | 28 |
| Foreign exchange contracts | 200 | | 200 | 217 | | 217 |
| Total other current liabilities | 210 | | 210 | 245 | | 245 |
| Other noncurrent liabilities | | | | | | |
| Derivative liabilities: Interest rate contracts | | | 278 | 397 | | 397 |
| Foreign exchange contracts | 278 826 | | 826 | 723 | | 723 |
| | | | 1,104 | 1,121 | | 1,121 |
| Total other noncurrent liabilities | 1,104 | | | | | |
| Total liabilities | 1,314 | | 1,314 | 1,366 | | 1,366 |
(a) Includes money market funds primarily invested in U.S. Treasury and government debt. As of December 31, 2024, short-term equity securities included our investment in Haleon of $$ 6.5$ billion. In the first quarter of 2025, we sold the remaining portion of our investment in Haleon for $6.3 billion. (b) Long-term equity securities of $$ 132$ million as of March 30, 2025 and $$ 133$ million as of December 31, 2024 were held in restricted trusts for U.S. non-qualified employee benefit plans. (c) 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 $$ 58$ billion as of March 30, 2025 and $57 billion as of December 31, 2024. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $$ 55$ billion as of March 30, 2025 and $$ 54$ billion as of December 31, 2024.
The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities, long-term receivables and short-term borrowings not measured at fair value on a recurring basis were not significant as of March 30, 2025 and December 31, 2024. The fair value measurements of our held-to-maturity debt securities and short-term borrowings are based on Level 2 inputs. The fair value measurements of our long-term receivables and private equity securities are based on Level 3 inputs.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# B. Investments
Total Short-Term, Long-Term and Equity-Method Investments
The following summarizes our investments by classification type:
| | | |
| --- | --- | --- |
| (MILLIONS) | March 30, 2025 | December 31,2024 |
| Short-term investments | | $ |
| Equity securities with readily determinable fair values | | 7,848 |
| Available-for-sale debt securities | | 10,881 |
| Held-to-maturity debt securities | | 705 |
| Total Short-term investments | | 19,434 |
| Long-term investments | | |
| Equity securities with readily determinable fair values(a) | | $ 1,246 |
| Held-to-maturity debt securities | | 45 |
| Private equity securities at cost(@) | | 719 |
| Total Long-term investments | | 2.010 |
| Equity-method investments | | 217 |
| Total long-term investments and equity-method investments | | 2,228 |
| Held-to-maturity cash equivalents | | 184 |
(a) 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:
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | March 30,2025 Gross Unrealized | | |
| | | Maturities (in Years) | |
| (MILLIONS) | Amortized Cost | | Gains | Losses | | Fair Value | Within 1 | Over1 to5 | | Over 5 | Amortized Cost | | Gains | | Losses | Fair Value |
| Available-for-sale debt securities | | | | | | | | | | | | | | | | |
| Government and agency—non-U.S. | $ 8.986 | $ | 39 | (31) | $ | 8,995 | 8,995 | | $ | 一 $ | 6,970 | $ | 8 | $ | (123) $ | 6.855 |
| Government and agency—U.S. | | | 一 | | | 3,494 | 3.494 | $ | | | 2.853 | | 一 | | 一 | 2.853 |
| Corporate and other | | 1,469 | 1 | | (5) | 1,464 | 1,464 | | | 1 | 1,179 | | 一 | | (6) | 1,173 |
| Held-to-maturity debt securities | | | | | | | | | | | | | | | | |
| Time deposits and other | | 739 | | | | 739 | 696 | | | 20 | | 697 | | | | 697 |
| Government and agency—non-U.S. | | 249 | | | | 249 | 245 | | 4 | 1 | | 237 | | | | 237 |
| Total debt securities | $ | 14,937 $ | 39 | $ | (36) $ | 14,941 | $ 14,894 | $ | 26 $ | 21 | 11,935 | $ | 8 | $ | (129) $ | 11,814 |
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
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended March30, |
| (MILLIONS) | | 2025 | March 31, 2024 |
| Net (gains)/losses recognized during the period on equity securities(a) | | 370 $ | (25) |
| Less: Net (gains)/losses recognized during the period on equity securities sold during the period | $ | (924) | (214) |
| Net unrealized (gains)/losses during the reporting period on equity securities stillheld at the reporting date(b) | | 1,295 | 188 |
(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 March 30, 2025, there were cumulative impairments and downward adjustments of $$ 400$ million and upward adjustments of $$ 223$ million. Impairments, downward and upward adjustments were not material to our operations in the first quarters of 2025 and 2024.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# C. Short-Term Borrowings
Short-term borrowings include:
| | | |
| --- | --- | --- |
| (MILLIONS) | March 30, 2025 155 | December 31, 2024 |
| Commercial paper, principal amount | | 2,453 |
| Current portion of long-term debt, principal amount | 3,750 | 3,750 |
| Other short-term borrowings, principal amount(a) | 567 | 755 |
| Total short-term borrowings, principal amount | 4,471 | 6,957 |
| Net unamortized discounts, premiums and debt issuance costs | | (12) |
| Total Short-term borrowings,including current portion of long-term debt,carried athistorical proceeds, as adjusted | | 6,946 |
(a) Primarily includes cash collateral. See Note 7F.
# D. Long-Term Debt
e following summarizes the aggregate principal amount of our senior unsecured long-term debt, and adjustments to report our aggregate long-term debt:
| | | | |
| --- | --- | --- | --- |
| | March30, | | December 31,2024 |
| (MILLIONS) Total long-term debt, principal amount | $ | 2025 $ | 57,147 |
| Net fair value adjustments related to hedging and purchase accounting | | 57,257 820 | 701 |
| Net unamortized discounts, premiums and debt issuance costs | | (437) | (444) |
| Total long-term debt, carried at historical proceeds,as adjusted | $ | 57,639 $ | 57,405 |
# E. Derivative Financial Instruments and Hedging Activities
Foreign Exchange Risk––A significant portion of our revenues, earnings and net investments in foreign affiliates is exposed to changes in foreign exchange rates. Where foreign exchange risk is not offset by other exposures, we manage our foreign exchange risk principally through the use of derivative financial instruments and foreign currency debt. These financial instruments serve to mitigate the impact on net income as a result of remeasurement into another currency, or against the impact of translation into U.S. dollars of certain foreign exchange-denominated transactions.
The derivative financial instruments primarily hedge or offset exposures in the euro, U.K. pound, Japanese yen, Chinese renminbi, 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 also see to protect against possible declines in the net investments of our foreign business entities.
Interest Rate Risk––Our interest-bearing investments and borrowings are subject to interest rate risk. Depending on market conditions, we may change the profile of our outstanding debt or investments by entering into derivative financial instruments like interest rate swaps, either to hedge or offset the exposure to changes in the fair value of hedged items with fixed interest rates, or to convert variable rate debt or investments to fixed rates. The derivative financial instruments primarily hedge U.S. dollar fixed-rate debt.
The following summarizes the fair value of the derivative financial instruments and notional amounts:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | March 30,2025 | December 31, 2024 |
| | | Fair Value | | Fair Value |
| (MILLIONS) | Notional | Asset | | Liability | Notional | | Asset | Liability |
| Derivatives designated as hedging instruments: | | | | | | | | |
| Foreign exchange contracts(a) | $ 24,291 | $ | 680 $ | 869 | $ 23,991 | $ | 1,250 | 719 |
| Interest rate contracts | 6,750 | | 37 | 287 | | 6,750 | 13 | 425 |
| | | | 718 | 1,156 | | | 1,263 | 1,144 |
| Derivatives not designated as hedging instruments: | | | | | | | | |
| Foreign exchange contracts | $ | 18,889 | 124 | 157 | $ | 26,335 | 253 | 221 |
| Total | | $ | 842 $ | 1,314 | | $ | 1,516 $ | 1,366 |
(a) The notional amount of outstanding foreign exchange contracts hedging our intercompany forecasted inventory sales was $4.9 billion as of March 30, 2025 and $5.0 billion as of December 3 2024.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
he 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@) |
| | | Three Months Ended | | |
| (MILLIONS) | March 30, 2025 | March 31, 2024 | March 30 | | March 31, 2024 | March 30, 2025 | March 31, 2024 |
| Derivative Financial Instruments in Cash Flow Hedge | | | 2025 | | | | |
| Relationships: Interest rate contracts | $ | $ | $ | $ | $ | 2 | |
| Foreign exchange contracts(b) | | | | (138) | 210 | 295 | 4 |
| Amount excluded from effectiveness testing and amortized into earnings() | | | | 15 | 7 | 16 | 7 |
| Derivative Financial Instruments in Fair Value Hedge | | | | | | | |
| Relationships: | | | | | | | |
| Interest rate contracts Hedged item | 142 (142) | | | | | | |
| Derivative Financial Instruments in Net Investment Hedge | | | | | | | |
| Relationships: Foreign exchange contracts | | | | (437) | 235 | | |
| Amount excluded from effectiveness testing and | | | | | | | |
| amortized into earnings(c) Non-Derivative Financial Instruments in Net Investment | | | | 75 | 21 | 41 | 37 |
| Hedge Relationships(@: | | | | | | | |
| Foreign currency long-term debt | | | | (31) | 18 | | |
| Derivative Financial Instruments Not Designated as Hedges: | | | | | | | |
| Foreign exchange contracts | (31) | | | | | | |
| | | | 55 | | | | |
| | (31) | | 55 $ | (517) $ | 490 | 354 | 49 |
| | | | | | | | |
| | | | | | | | |
(a) OID $\ O =$ Other (income)/deductions—net, included in Other (income)/deductions—net in the condensed consolidated statements of operations. $\\mathrm { C O S } = \\mathrm { C o s t }$ of Sales, included in Cost of sales in the condensed consolidated statements of operations. ${ \\mathrm { O C I } } =$ Other comprehensive income/(loss), included in the condensed consolidated statements of comprehensive income/(loss). (b) The amounts reclassified from OCI into COS were a net gain of $62 million in the first quarter of 2025 and a net gain of $31 million in the first quarter of 2024. The remaining amounts were reclassified from OCI into OID. Based on quarter-end foreign exchange rates that are subject to change, we expect to reclassify a pre-tax gain of $94 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 18 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 March 30, 2025 and December 31, 2024 were $808 million and $$ 777$ million, respectively.
The following summarizes cumulative basis adjustments to our long-term debt in fair value hedges:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | March 30,2025 Cumulative Amount of Fair Value | December 31,2024 Cumulative Amount of Fair Value |
| | Hedging Adjustment Increase/(Decrease) to Carrying Amount | Hedging Adjustment Increase/(Decrease) to |
| | Carrying Amount of Hedged | Active Hedging | Discontinued | Carrying Amount of | Carrying Amount | Discontinued |
| (MILLIONS) | Assets/Liabilities(a) | Relationships | Hedging Relationships | Hedged Assets/Liabilities(a) | Active Hedging Relationships | Relationships Hedging |
| Long-term debt | $ 7,142 | (242) | 872 | 7,154 | (384） | 891 |
(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 eceivables with significant customers, see Note 13C below and Note $I 7 C$ in our 2024 Form 10-K.
s of March 30, 2025, the largest investment exposures in our portfolio consisted primarily of U.S. government money market funds, as well as sovereign deb nstruments issued by the U.S., Germany, the U.K. and Canada.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 March 30, 2025, the aggregate fair value of these derivative financial instruments that are in a net payable position was $$ 646$ million, for which we have posted collateral of $$ 640$ million with a corresponding amount reported in Short-term investments. As of March 30, 2025, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $$ 487$ million, for which we have received collateral of $$ 564$ 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:
| | | | |
| --- | --- | --- | --- |
| | March 30, 2025 | | December 31, 2024 |
| (MILLIONS) Finished goods | $ | 4,162 $ | 3,775 |
| Work-in-process | | 5,553 | 6,101 |
| Raw materials and supplies | | 1,137 | 976 |
| Inventories | $ | 10,852 $ | 10,851 |
| Noncurrent inventories not included above(a) | $ | 2,793 $ | 2,663 |
(a) Included in Other noncurrent assets. 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 $$ 1.1$ billion as of March 30, 2025 and $1.3 billion as of December 31, 2024.
# C. Supplier Finance Program Obligation
We maintain voluntary supply chain finance agreements with several participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Pfizer to these financial institutions. As of March 30, 2025 and December 31, 2024, respectively, $$ 546$ million and $$ 688$ million of our trade payables to suppliers who participate in these financing arrangements were outstanding.
# Note 9. Identifiable Intangible Assets, Net and Goodwill
A. Identifiable Intangible Assets The following summarizes the components of Identifiable intangible assets:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | March 30,2025 | December 31,2024 |
| | Gross Carrying | Accumulated | Identifiable Intangible | Gross Carrying | Accumulated | Identifiable Intangible |
| (MILLIONS) | Amount | Amortization | Assets,Net | Amount | Amortization | Assets,Net |
| Finite-lived intangible assets | | | | | | |
| Developed technology rights | 99,404 | (66,224) | 33,180 | 99,397 | (65,044) | 34,353 |
| Brands | 1,274 | (1,001) | 274 | 1,277 | (992) | 285 |
| Licensing agreements and other | 2,722 | (1,554) | 1,169 | 2,724 | (1,513) | 1,210 |
| | 103,401 | (68,778) | 34,622 | 103,397 | (67,549) | 35,848 |
| Indefinite-lived intangible assets | | | | | | |
| IPR&D | 18,893 | | 18,893 | 18,893 | | 18,893 |
| Licensing agreements and other(a) | 460 | | 460 | 670 | | 670 |
| | 19,353 | | 19,353 | 19,563 | | 19,563 |
| Identifiable intangible assets(b) | 122,754 | (68,778) | 53,976 | 122.,961 | (67,549) | 55,411 |
(a) The decrease in the gross carrying amount reflects an impairment of $$ 210$ million (see Note 4). (b) The decrease is primarily due to amortization expense of $1.2 billion.
# B. Goodwill
s a result of the organizational changes to the commercial structure within the Biopharma operating segment effective in the first quarter of 2025 (see Note $\\underline { { \\boldsymbol { l } \\boldsymbol { \\mathit { 3 A } } } } )$ , our goodwill was reallocated amongst impacted reporting units. We completed the re
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
allocation during the first quarter of 2025 and concluded that none of our goodwill was impaired. All goodwill continues to be assigned within the Biopharma eportable segment.
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Pension Plans | Postretirement |
| | |
| | Three Months Ended | | |
| | March 302 2025 | March 31, 2024 | March 30 2025 | March 31, 2024 | March 30 2025 | March 31, 2024 |
| Service cost | | | 24 | 20 | 4 | 4 |
| Interest cost | | 139 | 70 | 78 | 6 | 6 |
| Expected return on plan assets | 133 (184) | (208) | (79) | (80) | (14) | (13) |
| Amortization of prior service cost/(credit) | | | 1 | 1 | (32) | (29) |
| Curtailments | | 一 | (9) | (2) | (50) | |
| Special termination benefits | | | | 5 | | |
| Net periodic benefit cost/(credit) reported in income | | (69) | 8 | 22 | (85) | (33) |
The components of net periodic benefit cost/(credit) other than the service cost component are primarily included in Other (income)/deductions––net (see Not 4).
or the three months ended March 30, 2025, we contributed $$ 66$ million to our U.S. Pension Plans and $42 million to our International Pension Plans from ou eneral assets, which include direct employer benefit payments.
The following presents the detailed calculation of EPS:
Note 10. Pension and Postretirement Benefit Plans The following summarizes the components of net periodic benefit cost/(credit):
Note 11. Earnings Per Common Share Attributable to Pfizer Inc. Common Shareholders
| | | |
| --- | --- | --- |
| | ThreeMonthsEnded |
| (MILLIONS) | March 30 2025 | March 31, 2024 |
| EPS Numerator | | |
| Income from continuing operations attributable to Pfizer Inc.common shareholders | 2,967 | 3,120 |
| Discontinued operations-net of tax | | (5) |
| Net income attributable to Pfizer Inc. common shareholders | 2.967 | 3.115 |
| EPS Denominator | | |
| Weighted-average number of common shares outstanding—Basic | 5,675 | 5,657 |
| Common-share equivalents | | 40 |
| Weighted-average number of common shares outstanding—Diluted | 36 5,710 | 5,697 |
| Anti-dilutive common stock equivalents(a) | 17 | 26 |
) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.
# Note 12. Contingencies and Certain Commitments
We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, including tax and legal contingencies, guarantees and indemnifications. The following outlines our legal contingencies, guarantees and indemnifications. For a discussion of our tax contingencies see Note 5B.
# A. Legal Proceedings
Our legal contingencies include, but are not limited to, the following:
• Patent litigation, which typically involves challenges to the coverage and/or validity of patents on various products, processes or dosage forms. An adverse outcome could result in loss of patent protection for a product, a significant loss of revenues from a product or impairment of the value of associated assets. We are the plaintiff in the majority of these actions.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
• Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer fraud, 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-promotionrelated 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 agenci in the U.S. and in other jurisdictions.
ertain of these contingencies could result in increased expenses and/or losses, including damages, royalty payments, fines and/or civil penalties, which coul e 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 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 nonU.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
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 postgrant 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 \\mathrm { m g }$ and $1 0 \\mathrm { m g }$ 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 December 2024, we brought a patent infringement action against Alkem Laboratories Ltd. (Alkem) asserting the infringement and validity of our composition of matter patent, covering immediate release formulations of tofacitinib that was challenged by Alkem in its ANDA seeking approval to market a generic version of tofacitinib $5 \\mathrm { m g }$ and $1 0 ~ \\mathrm { m g }$ immediate release tablets. In February 2025, we settled the action against Alkem on terms not material to us.
In April 2025, we brought a patent infringement action against Annora Pharma Private Limited (Annora) asserting the infringement and validity of our composition of matter patent, covering immediate release formulations of tofacitinib that was challenged by Annora in its ANDA seeking approval to market a generic version of tofacitinib $5 \\mathrm { m g }$ and $1 0 \\mathrm { m g }$ immediate release tablets.
# Mektovi (binimetinib)
Beginning in August 2022, two 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 both of the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of all six patents. In January 2025, we settled with one of the generic companies on terms not material to us.
In August 2022, we received notice from Teva Pharmaceuticals, Inc. (Teva) that it had filed an ANDA seeking approval to market a generic version of Mektovi. Teva asserts the invalidity and non-infringement of 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 $\\left( 6 1 ~ \\mathrm { m g } \\right)$ or tafamidis meglumine capsules $( 2 0 ~ \\mathrm { m g } )$ , 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
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 $3 0 0 ~ \\mathrm { { m g } }$ and $5 0 0 ~ \\mathrm { m g }$ 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 and Astellas 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.
# Inlyta (axitinib)
In October 2024, Sandoz Inc. (Sandoz) notified us that it had filed an ANDA with the FDA seeking approval to market a generic version of Inlyta. Sandoz asserts the invalidity and non-infringement of the crystalline form patent for Inlyta that expires in 2030. In November 2024, we filed suit against Sandoz in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the crystalline form patent for Inlyta.
# 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 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 February 2025, one of the patents asserted in the May 2023 complaint was dismissed from the litigation by stipulation of the parties. 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 March 2025, the U.S. Patent Office issued a decision holding that the two Moderna patents were invalid.
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 March 2025, a German court found the asserted patents infringed; no decision on invalidity was rendered. 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
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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.
n April 2023, Arbutus Biopharma Corporation (Arbutus) and Genevant Sciences GmbH (Genevant) filed a complaint in the U.S. District Court for the Distri f New Jersey against Pfizer and BioNTech alleging that Comirnaty and its manufacture infringe five U.S. patents, and seeking unspecified monetary damage
In April 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC (collectively, GSK Group) sued Pfizer and Pharmacia & Upjohn Company LLC, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Delaware, alleging that Comirnaty infringes five U.S. patents and seeking unspecified money damages. In August 2024, GSK Group filed an amended complaint alleging that Comirnaty infringes three additional U.S. patents.
In January 2025, Promosome LLC filed a complaint in the Unified Patent Court, Local Division Munich, against Pfizer and BioNTech and certain of their subsidiaries alleging that Comirnaty infringes a European patent that is in force only in France, Germany and Sweden, and seeking unspecified monetary damages in connection with the manufacture and sale of Comirnaty in France, Germany and Sweden.
# Paxlovid
In June 2022, Enanta Pharmaceuticals, Inc. (Enanta) 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. In December 2024, the District Court issued an order granting Pfizer’s motion for summary judgment, finding Enanta’s patent invalid.
# Abrysvo
In August 2023, 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. In November 2023, GSK Group amended its complaint to assert infringement of two additional patents. In November 2024, the GSK Group filed a second amended complaint, adding a seventh patent to the lawsuit. The second amended complaint seeks unspecified monetary damages and a permanent injunction against sales of Abrysvo for use in adults in age ranges for which GSK Group’s Arexvy product is also indicated.
In addition, we have challenged certain of GSK’s RSV vaccine patents in certain ex-U.S. jurisdictions, including the U.K., the Netherlands, Belgium and the Unified Patent Court, and GSK has asserted that Abrysvo infringes these patents. In October 2024, the U.K. Court held that two of GSK’s U.K. patents were invalid and not infringed. In April 2025, the Company settled all of the patent disputes related to Abrysvo on terms not material to Pfizer.
# 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. In January 2025, the U.K. Court rejected CureVac’s request for permission to appeal.
# Orgovyx (relugolix)
Beginning in January 2025, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to sell a generic form of relugolix (Orgovyx), and challenging one or more patents listed in the FDA’s Orange Book for Orgovyx which are licensed to Pfizer. In March 2025, we, along with Sumitomo Pharma Switzerland GBBH, Sumitomo Pharma America, Inc., Takeda and Takeda Pharmaceuticals International AG jointly filed separate patent infringement actions in the U.S. District Court for the District of Delaware against the generic companies, asserting the infringement and validity of the patents in suit.
# 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 ases seek damages and other relief on various grounds for alleged personal injury and economic loss.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# 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.
here 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 ormerly owned by Pfizer or its subsidiaries.
# 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.
n 2016, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana. In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana.
# Zantac
A number of lawsuits have been filed against Pfizer in various federal and state courts alleging that plaintiffs developed various types of cancer, or face an increased risk of developing cancer, purportedly as a result of the ingestion of Zantac. The significant majority of these cases also name other defendants that have historically manufactured and/or sold Zantac. Pfizer has not sold Zantac since 2006, and only sold an OTC version of the product. In 2006, Pfizer sold the consumer business that included its Zantac OTC rights to Johnson & Johnson and transferred the assets and liabilities related to Zantac OTC to Johnson & Johnson in connection with the sale. Plaintiffs in these cases seek compensatory and punitive damages.
In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022, 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 April 2025, 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.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
District Court for the Southern District of New York. Similar putative class actions in Canada and Israel, where the product brand is Champix, have been dismissed.
# Depo-Provera
A number of lawsuits have been filed against Pfizer and certain subsidiaries in various federal and state courts alleging that plaintiffs who used the injectable version of Depo-Provera (active ingredient medroxyprogesterone acetate, or MPA) for contraception developed meningioma. The cases also name other defendants, including the manufacturers of generic versions of injectable MPA for contraception. Plaintiffs assert claims against Pfizer relating to both DepoProvera and generic MPA products, and seek compensatory and punitive damages. In February 2025, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Northern District of Florida.
# 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 chemica 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. AntiTerrorism 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.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# 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 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 2019 and 2020, Attorneys General of more than 50 states and territories filed two complaints in the U.S. District Court for the District of Connecticut against a number of pharmaceutical companies, including Pfizer and Greenstone—a former Pfizer subsidiary that sold generic drugs. As to Greenstone and Pfizer, the complaints allege anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws. The State Attorney General complaints were initially transferred to an MDL in the U.S. District Court for the Eastern District of Pennsylvania for coordinated pre-trial proceedings but were transferred back to the District of Connecticut in April 2024. The Greenstone antitrust litigation also includes civil complaints filed in federal and state court by private and governmental plaintiffs against Pfizer, Greenstone, and a number of other defendants. These related civil lawsuits assert allegations that generally overlap with those asserted by the State Attorneys General. All of the related federal lawsuits are part of the MDL pending in Pennsylvania.
# Subpoena relating to Tris Pharma/Quillivant XR
In October 2018, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR. We have produced records in response to this request.
# Government Inquiries relating to Meridian Medical Technologies
In February 2019, we received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at Pfizer’s former Meridian site. In August 2019, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Eastern District of Missouri, in coordination with the Department of Justice’s Consumer Protection Branch, seeking similar records and information. We have produced records in response to these and subsequent requests.
# U.S. Department of Justice Inquiries relating to India Operations
In March 2020, we received an informal request from the U.S. Department of Justice’s Consumer Protection Branch seeking documents relating to our manufacturing operations in India, including at our former facility located at Irrungattukottai in India. In April 2020, we received a similar request from the U.S. Attorney’s Office for the SDNY regarding a civil investigation concerning operations at our facilities in India. We have produced records pursuant to these requests.
# Zantac––State of New Mexico and Mayor and City Council of Baltimore Civil Actions
See Legal Proceedings––Product Litigation––Zantac above for information regarding civil actions separately filed by the State of New Mexico and the Mayor and City Council of Baltimore alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
# 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 March 30, 2025, 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 $7 D$ in our 2024 Form 10-K for information on Pfizer Inc.’s guarantee of the debt issued by Pfizer Investment Enterprises Pte. Ltd. (a wholly owned subsidiary of Pfizer) in May 2023. We have also guaranteed the long-term debt of certain subsidiaries of Pfizer and 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 $I D$ in ou 2024 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. Biopharma is the only reportable segment. We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.
Our commercial divisions market, sell and distribute our products, and global operating functions are responsible for the research, development, manufacturing and supply of our products. Each operating segment is supported by our global corporate enabling functions. At the beginning of 2025, we made the following changes within our Biopharma reportable segment that went into effect on January 1, 2025 to support our continued focus on commercial execution and to further strengthen Pfizer’s capabilities and leadership in discovering and developing breakthrough medicines and vaccines:
• transitioned all activities within the former Pfizer Oncology Division to other parts of Biopharma. Specifically, within our Biopharma reportable segment the U.S. Oncology commercial organization and the global Oncology marketing organization, which were part of the former Pfizer Oncology Division, are now part of the Pfizer U.S. Commercial Division. As of January 1, 2025, the commercial structure within our Biopharma reportable segment is now comprised of the Pfizer U.S. Commercial Division, which now focuses on the commercialization of Pfizer’s entire product portfolio in the U.S. and is led by the Chief U.S. Commercial Officer, Executive Vice President and the Pfizer International Commercial Division, which focuses on the commercialization of Pfizer’s entire product portfolio in all international markets and is led by the Chief International Commercial Officer, Executive Vice President. • strategically combined our former global Oncology Research and Development (ORD) and Pfizer Research and Development (PRD) divisions to form a single Pfizer R&D organization led by the Chief Scientific Officer and President, Research and Development. This organization is responsible for overseeing all R&D activities with end-to-end responsibilities that span from discovery to late-phase clinical development, including facilitating regulatory submissions, engaging with health authorities and global medical strategies. The R&D organization also includes science-based disciplines, providing comprehensive technical expertise for the development of Pfizer's medicines and vaccines. A newly formed Chief Medical
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Office is part of this structure, advancing medical and scientific knowledge by generating evidence-based insights to drive informed regulatory and healthcare decisions. It ensures all stakeholders – including patients, healthcare providers, pharmacists, payors, and health authorities – have complete and up-to-date information on the benefits and risks associated with our products. R&D spending may encompass upfront and pre-approval milestone payments for intellectual property rights related to its programs which would be recorded as Acquired in-process research and development expenses.
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 for the three months ended March 31, 2024, our share of earnings from Haleon. In 2025, Pfizer made the decision to discontinue Pfizer Ignite and will begin winding down this business while collaborating closely with our Ignite partners to ensure continuity and the successful transition of work. 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 CODM does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Total assets were $$ 208$ billion as of March 30, 2025 and $$ 213$ billion as of December 31, 2024.
# Selected Statement of Operations Information
The following provides selected information by reportable segment:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Three Months Ended |
| | Total Revenues March 30, | Earnings(a) March 30, | Depreciation and Amortization(b) |
| (MILLIONS) | | 2025 | March 31, 2024 | | | March 31, 2024 | March 30, 2025 | March 31, 2024 |
| Reportable Segment: | $ | | | | 2025 | | | |
| Biopharma(c) | | 13,441 | 14,604 | | 7,105 $ | 7,622 | 331 | 337 |
| Other business activities(d) | | 273 | 275 | | (1,420) | (2,007) | 74 | 86 |
| Reconciling Items: | | | | | | | | |
| Amortization of intangible assets | | | | | (1,211) | (1,308) | 1,211 | 1,308 |
| Acquisition-related items | | | | | (282) | (508) | (1) | 1 |
| Certain significant items(e) | | | | | (1,407) | (378) | 4 | 4 |
| | $ | 13,715 $ | 14,879 | $ | 2,785 $ | 3,421 | 1,618 | 1,736 |
(a) Income from continuing operations before provision/(benefit) for taxes on income. (b) Certain production facilities are shared. Depreciation is allocated based on estimates of physical production. (c) Biopharma’s earnings in the first quarter of 2025 reflect a credit to Cost of sales representing a favorable revision of our estimate of accrued royalties. Biopharma’s revenues and earnings in the first quarter of 2024 reflected a non-cash favorable product return adjustment of $$ 771$ million (see Note 17C in our $2 0 2 4 \ \\mathrm { F o r m } \ 1 0 \\mathrm { - K } ;$ . Biopharma’s earnings also include dividend income from our investment in ViiV of $$ 39$ million in the first quarter of 2025 and $61 million in the first quarter of 2024 recorded in Other (income)/deductions––net. (d) 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. (e) Earnings in the first quarter of 2025 include, among other items restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $666 million (primarily recorded in Restructuring charges and certain acquisition-related costs). See Note 3.
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following provides Biopharma reportable segment information regularly provided to the CODM:
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended |
| March 30, | 2025 | March 31, 2024 |
| (MILLIONS) Biopharma reportable segment: | | | |
| Biopharma total revenues | $ | 13,441 $ | 14,604 |
| Less: | | | |
| Cost of sales | | 2,314 | 2.643 |
| Selling, informational and administrative expenses | | 2,150 | 2,334 |
| Research and development expenses | | 1,941 | 2,151 |
| Acquired in-process research and development expenses | | 9 | |
| Other (income)/deductions-net | | (78) | (148) |
| Biopharma earnings | $ | 7,105 $ | 7,622 |
# B. Geographic Information
The following summarizes revenues by geographic area:
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended |
| | March 30, 2025 | March 31, 2024 |
| United States | $ | 8,374 $ | 9,514 |
| International: | | | |
| Developed Markets | | 3,178 | 3,198 |
| Emerging Markets | | 2,163 | 2,167 |
| Total revenues | $ | 13,715 | 14,879 |
# C. Other Revenue Information
# Significant Customers
Revenues from the U.S. government were not material for the three months ended March 30, 2025. Revenues from the U.S. government comprised $10 %$ of total revenues for the three months ended March 31, 2024 and primarily represented sales of Paxlovid, including the non-cash favorable product return adjustment of $$ 771$ million. See Note 17C in our 2024 Form 10-K.
Significant Revenues by Product
The following provides detailed revenue information for several of our major products:
| | | | |
| --- | --- | --- | --- |
| (MILLIONS) | | Three Months Ended |
| PRODUCT | PRIMARYINDICATIONORCLASS | March 30 2025 | March 31, 2024 |
| TOTAL REVENUES | | S 13,715 | $ 14,879 |
| GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA) | 13,441 $ | $ 14,604 |
| Primary Care | | 5,696 | $ 7,211 |
| Eliquis(a) Prevnar family | Nonvalvular atrial fibrillation,deep vein thrombosis,pulmonary embolism Active immunization to prevent pneumonia,invasive disease and otitis media caused by Streptococcus | 1,923 | 2.040 |
| | pneumoniae | 1,660 | 1,691 |
| Comirnaty | Active immunization to prevent COVID-19 | 565 | 354 |
| Paxlovid(b) Nurtec ODT/Vydura | COVID-19 in certain high-risk patients | 491 | 2.035 |
| | Acute treatment of migraine and prevention of episodic migraine | 248 | 178 |
| Abrysvo All other Primary Care | Active immunization to prevent RSV infection | 131 | 145 |
| Specialty Care | Various | 677 | 770 |
| | S 3.987 $ | 3.843 |
| Vyndaqel family | ATTR-CM and polyneuropathy | 1,486 | 1,137 |
| Sulperazon (Outside the U.S.and Canada) | Bacterial infections | 164 | 167 |
| Zithromax Inflectra | Bacterial infections | 158 | 200 |
| | Crohn's disease,pediatric Crohn's disease,UC,pediatric UC,RA in combination with methotrexate, ankylosing spondylitis,PsA and plaque psoriasis | 153 | 158 |
| Enbrel (Outside the U.S.and Canada) | RA, juvenile idiopathic arthritis,PsA,plaque psoriasis,pediatric plaque psoriasis,ankylosing spondylitis and nonradiographic axial spondyloarthritis | 140 | 159 |
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| | | | |
| --- | --- | --- | --- |
| (MILLIONS) | | Three Months Ended |
| PRODUCT | PRIMARYINDICATIONORCLASS | March 30, 2025 | March 31, 2024 |
| Zavicefta (Outside the U.S.and Canada) | Bacterial infections | 135 | 125 |
| Xeljanz | RA,PsA,UC,active polyarticular course juvenile idiopathic arthritis,ankylosing spondylitis | 128 | 194 |
| Cibinqo | Atopic dermatitis | 58 | 42 |
| All other Hospital | Various | 1,155 | 1,149 |
| All other Specialty Care | Various | 409 | 513 |
| Oncology | | 3,758 | 3,549 |
| Ibrance | HR-positive/HER2-negative metastatic breast cancer | 977 | 1,054 |
| Xtandi(c) | mCRPC,nmCRPC,mCSPC,nmCSPC | 458 | 418 |
| Padcev | Locally advanced or metastatic urothelial cancer | 426 | 341 |
| Oncology biosimilars(d) | Various | 264 | 264 |
| Lorbrena | ALK-positive metastatic NSCLC | 222 | 164 |
| Inlyta | Advanced renal cell carcinoma | 219 | 237 |
| Adcetris | Hodgkin lymphoma and certain T-cell lymphomas | 218 | 257 |
| Bosulif | Philadelphia chromosome-positive chronic myelogenous leukemia | 151 | 145 |
| Braftovi/Mektovi | combination with Erbitux@(cetuximab)(e) (after prior therapy)or cetuximab and mFOLFOX6 | 136 | 116 |
| Aromasin | Post-menopausal early and advanced breast cancer | 108 | 82 |
| Tukysa | Unresectable or metastatic HER2-positive breast cancer; RAS wild-type,HER2-positive unresectable or metastatic colorectal cancer | 102 | 106 |
| Elrexfio Talzenna | Relapsed or refractory multiple myeloma | 60 | 13 |
| | | 40 | 23 |
| Tivdak All other Oncology | Recurrent or mCC Various | 33 | 28 |
| PFIZERCENTREONE(① | | 345 | 301 |
| PFIZER IGNITE | | 257 17 | 258 17 |
| BIOPHARMA | | 13,441 | 14,604 |
| PFIZER U.S.COMMERCIAL DIVISION(g) | | 8,285 | 9,426 |
| PFIZER INTERNATIONAL COMMERCIALDIVISION | | 5,156 | 5,178 |
| Total Alliance revenues included above | | 2,113 | 2,172 |
| Total Royalty revenues included above | | 308 | 263 |
| | | | |
(a) Reflects Alliance revenues and product revenues.
(b) The amount for 2024 included a $$ 771$ million favorable final adjustment to the estimated non-cash revenue reversal of $$ 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 3 2023.
(c) Primarily reflects Alliance revenues and royalty revenues.
(d) Biosimilars are highly similar versions of approved and authorized biological medicines. Oncology biosimilars primarily include Ruxience, Retacrit, Trazimera, Zirabev and Nivestym.
(e) Erbitux is a registered trademark of ImClone LLC.
(f) 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.
(g) Refer to Note 13A above.
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 $3 billion and $1 billion, respectively, as of March 30, 2025, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue from 2025 through 2028, the timing of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal first quarter of 2025 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 March 30, 2025 or December 31, 2024.
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 $$ 1.9$ billion as of March 30, 2025, with $$ 932$ million and $$ 977$ million recorded in current
# PFIZER INC. AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
liabilities and noncurrent liabilities, respectively. The deferred revenues related to Paxlovid and Comirnaty totaled $$ 2.2$ billion as of December 31, 2024, with $$ 1.4$ billion and $$ 785$ million recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Paxlovid and Comirnaty deferred revenues during the first three months of 2025 was primarily driven by amounts recognized in Product revenues as we delivered the products to our customers. During the first quarter of 2025, we recognized revenue of approximately $$ 335$ million that was included in the balance of Paxlovid and Comirnaty deferred revenues as of December 31, 2024. The Paxlovid and Comirnaty deferred revenues as of March 30, 2025 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 2026 through 2028. Deferred revenues associated with contracts for other products were not significant as of March 30, 2025 or December 31, 2024.
# ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
# GENERAL
The following MD&A is intended to assist the reader in understanding our financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources, and is provided as a supplement to and should be read in conjunction with the condensed consolidated financial statements and related notes in Item 1. Financial Statements in this Form 10-Q.
References to operational variances pertain to period-over-period changes that exclude the impact of foreign exchange rates. Although foreign exchange rate changes are part of our business, they are not within our control and because they can mask positive or negative trends in the business, we believe presenting operational variances excluding these foreign exchange changes provides useful information to evaluate our results.
# OVERVIEW OF OUR PERFORMANCE, OPERATING ENVIRONMENT, STRATEGY AND OUTLOOK
Our Business and Strategy––Pfizer Inc. is a research-based, global biopharmaceutical company. We apply science and our global resources to bring therapies to people that extend and significantly improve their lives. Our 2025 key priorities are to:
1. Improve R&D productivity with sharpened focus
2. Expand margins and maximize operational efficiency
3, Achieve commercial excellence in our key categories
3. Optimize capital allocation.
One way we believe we will be more efficient, effective and able to execute on these strategic priorities is through digital enablement, including automati and AI.
egments––We manage our commercial operations through a global structure consisting of three operating segments: Biopharma, PC1 and Pfizer Ignite.
Biopharma is the only reportable segment. See Note 13A.
# Restructuring Programs
# 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.
• In the second quarter of 2025, we announced additional anticipated productivity opportunities, designed to further reduce costs primarily in SI&A, driven in large part by enhanced digital enablement, including automation and AI, and simplification of business processes.
• In connection with our efforts to simplify the structure and sharpen the focus of our R&D organization, in the first quarter of 2025 we expanded this program after having identified additional opportunities to drive improvements in productivity and operational efficiencies through enhanced digital enablement, including automation and AI, and simplification of business processes.
Manufacturing Optimization Program––In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our cost of goods sold, which is expected to include operational efficiencies, network structure changes, and product portfolio enhancements.
ee Note 3 for the anticipated and actual costs of these programs. For a description of anticipated savings related to these programs, see the Costs and xpenses––Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives section within MD&A.
or additional information about our business, strategy and operating environment, see the Item 1. Business section and Overview of Our Performance, Operating Environment, Strategy and Outlook section within MD&A of our 2024 Form 10-K.
Our Business Development Initiatives––We are committed to strategically capitalizing on growth opportunities, primarily by advancing our own product pipeline and maximizing the value of our existing products, but also through various business development activities. For a description of the more significant recent transactions through February 27, 2025, the filing date of our 2024 Form 10-K, see Note 2 in our 2024 Form 10-K. See Note 2 for significant recent activities.
# Our First Quarter 2025 Performance
Total Revenues––Total revenues decreased $$ 1.2$ billion, or $8 %$ , in the first quarter of 2025 to $$ 13.7$ billion from $$ 14.9$ billion in the first quarter of 2024 reflecting an operational decrease of $$ 908$ million, or $6 %$ , as well as an unfavorable impact of foreign exchange of $$ 256$ million, or $2 %$ . The operational decrease was primarily driven by a decline in Paxlovid, partially offset by
growth from the Vyndaqel family, Comirnaty and several other products despite the unfavorable impact of higher manufacturer discounts resulting from the RA Medicare Part D Redesign.
See the Total Revenues by Geography and Total Revenues––Selected Product Discussion sections for more information, including a discussion of key drivers o our revenue performance. Certain of our vaccines, including Comirnaty, are subject to seasonality of demand, with a greater portion of revenues anticipated in the fall and winter seasons, and Paxlovid revenues trend with infection rates. See also The Global Economic Environment––COVID-19 section below for information about our COVID-19 products. For information regarding the primary indications or class of certain products, see Note 13C.
Income from Continuing Operations Before Provision/(Benefit) for Taxes on Income––The decrease in Income from continuing operations before provision/(benefit) for taxes on income of $$ 636$ million, to $$ 2.8$ billion in the first quarter of 2025, from $$ 3.4$ billion in the first quarter of 2024, was primarily due to lower revenues and an increase in Restructuring charges and certain acquisition-related costs, partially offset by a decreases in Cost of sales and Selling, informational and administrative expenses.
See the Analysis of the Condensed Consolidated Statements of Operations section within MD&A and Note 4. For information on our tax provision and effective tax rate, see the Provision/(Benefit) for Taxes on Income section within MD&A and Note 5.
Our Operating Environment––We, like other businesses in our industry, are subject to certain industry-specific challenges. These include, among others, the topics listed below. See also the Item 1. Business––Government Regulation and Price Constraints and Item 1A. Risk Factors sections, and the Overview of Our Performance, Operating Environment, Strategy and Outlook––Our Operating Environment section of the MD&A of our 2024 Form 10-K.
Intellectual Property Rights and Collaboration/Licensing Rights––The loss, expiration or invalidation of intellectual property rights, patent litigation settlements and judgments, and the expiration of co-promotion and licensing rights can have a material adverse effect on our revenues. Certain of our products have experienced patent-based expirations or loss of regulatory exclusivity in certain markets in the last few years, and we expect certain products to face increased generic competition over the next few years. While additional patent-based or regulatory exclusivity expiries will continue, we expect a moderate impact of reduced revenues due to patent expiries in 2025 and anticipate a more significant impact of reduced revenues from patent-based or regulatory exclusivity expiries in 2026 through 2030 as several of our in-line products experience these expirations. We continue to vigorously defend our patent rights against infringement, and we will continue to support efforts that strengthen worldwide recognition of patent rights while taking necessary steps to help ensure appropriate patient access.
For additional information on patent rights we consider most significant to our business as a whole, see the Item 1. Business––Patents and Other Intellectual Property Rights section of our 2024 Form 10-K. For a discussion of recent developments with respect to patent litigation involving certain of our products, see Note 12A1.
Regulatory Environment/Pricing and Access––Government and Other Payor Group Pressures––Governments globally, as well as private third-party payors in the U.S., may use a variety of measures to control costs, including, among others, legislative or regulatory pricing reforms, drug formularies (including tiering and utilization management tools), cross country collaboration and procurement, price cuts, mandatory rebates, health technology assessments, forced localization as a condition of market access, “international reference pricing” (i.e., the practice of a country linking its regulated medicine prices to those of other countries), quality consistency evaluation processes and volume-based procurement. We anticipate that these and similar initiatives will continue to increase pricing and access pressures globally. In the U.S., we expect to see continued focus by the U.S. government on regulating drug pricing and access to medicine, including but not limited to, the potential for international reference pricing. The drug pricing provisions of the IRA are being implemented over the next several years. In August 2023, CMS published the first edicines subject to the Medicare Drug Price Negotiation Program, which requires manufacturers of select drugs to en would go into effect in 2026. Eliquis was among the first ten medicines subject to the Medicar otiation eased the new Medicare price for Eliquis, which, effective Januar entities participating in the 340B Program that dispense Eliquis to a Medicare b re offered under the 340B Program ceiling price calculation. The Eliquis Me ur standard financial reporting and forecasting protocols. On January c or the maximum fair price, with prices to be set and effective on January 1, 2027. Ibrance and Xtandi were included in the list of 5 drugs selected. Another 15 drugs from Medicare Part B or Medicare Part D will be selected by February 1, 2026, for the maximum price to be set and in effect by January 1, 2028. It is possible that more of our products could be selected in future years, which could, among other things, lead to lower revenues prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA on our business, operations and financial condition and results as the full effect of the IRA on our business and the pharmaceutical industry remains uncertain. The IRA also made significant changes to the Medicare Part D benefit design (IRA Medicare Part D Redesign), which will impact our revenues in 2025, including: an expected favorable impact from the $$ 2,000$ annual out-of-pocket cap and new Prescription Payment Plan,
more than offset by an expected unfavorable impact from the sunsetting of the Coverage Gap Discount Program and the addition of new manufacturer discounts in the initial and catastrophic coverage phases. We anticipate a net unfavorable impact to revenue in 2025 of approximately $$ 1$ billion, year-overyear, related to the Medicare Part D Redesign changes that take effect in 2025. We expect a higher impact in the beginning of 2025, moderating through the remainder of the year, when compared to 2024. We expect these changes will more acutely impact our higher-priced medicines as they are expected to reach catastrophic coverage earlier in the year. In addition, changes to the Medicaid Drug Rebate Program or the 340B Program, including legal or legislative developments at the federal or state level with respect to the 340B Program, could have a material impact on our business. See the Item 1. Business––Pricing Pressures and Managed Care Organizations and ––Government Regulation and Price Constraints and the Item 1A. Risk Factors––Pricing and Reimbursement sections, and the Overview of Our Performance, Operating Environment, Strategy and Outlook––Our Operating Environment section of the MD&A of our 2024 Form 10-K.
Product Supply––We periodically encounter supply delays, disruptions and shortages, including due to voluntary product recalls and natural or man-made disasters. In response to requests from various regulatory authorities, manufacturers across the pharmaceutical industry, including Pfizer, are evaluating their product portfolios for the potential presence or formation of nitrosamines and we are actively engaging with regulatory authorities on this topic. If nitrosamines are detected in products, this may lead to submission of comprehensive data packages to regulatory authorities to support discussions on the relevant intake limit for the product and potential impact on patient supply, and, in some instances, may lead to market action for such products. For example, in 2021, Pfizer recalled Chantix due to the presence of a nitrosamine, N-nitroso-varenicline, at or above acceptable intake limits communicated by various regulatory authorities. Following issuance of updated guidance on acceptable intake limits for N-nitroso-varenicline by regulatory authorities, Chantix has returned to market in certain international markets and may return to additional markets, including the U.S., in the future.
We have not seen a significant disruption of our supply chain in the first three months of 2025 and through the date of filing of this Form 10-Q, and all of our manufacturing sites globally have continued to operate at or near normal levels. We do not anticipate the availability of raw materials to have a significant impact on our operations in 2025, but are monitoring potential supply chain disruptions as a result of ongoing geopolitical and trade negotiations, which could, among other things, impact costs. We are continuing to monitor and implement mitigation strategies to reduce any potential risk or impact including active supplier management, qualification of additional suppliers and advanced purchasing to the extent possible. For information on risks related to product manufacturing, see the Item 1A. Risk Factors––Product Manufacturing, Sales and Marketing Risks section of our 2024 Form 10-K.
Voluntary Withdrawal of Oxbryta––See the Product Developments section within MD&A.
The Global Economic Environment––In addition to the industry-specific factors discussed above, we, like other businesses of our size and global extent of activities, are exposed to economic cycles. See the Item 1A. Risk Factors Global Operations section of our 2024 Form 10-K, as well as the Overview of Our Performance, Operating Environment, Strategy and Outlook––The Global Economic Environment section of the MD&A of our 2024 Form 10-K.
Global Trade Environment––Issued or future executive orders or other new or changes in laws, regulations or policy regarding tariffs, could have a material adverse effect on our business, earnings, cash flows, liquidity and financial guidance. The actual impact of new tariffs on our business would be subject to a number of factors including, but not limited to, restrictions on trade, the effective date and duration of such tariffs, countries included in the scope of tariffs, changes to amounts of tariffs, and potential retaliatory tariffs or other retaliatory actions imposed by other countries. We are evaluating opportunities and developing plans which may help mitigate the potential impact of tariffs on our business and operations. See the Item 1A. Risk Factors—Global Operations section of our 2024 Form 10-K.
COVID-19––In response to COVID-19, we developed Paxlovid and collaborated with BioNTech to jointly develop Comirnaty. As part of our strategy for COVID-19, we are continuing to make significant investments in breakthrough science. This includes continuing to evaluate Comirnaty and Paxlovid, including against new variants of concern, developing variant adapted vaccine candidates and developing potential combination respiratory vaccines and potential next generation vaccines and therapies. We are also evaluating Paxlovid for certain pediatric patients. See the Product Developments section within MD&A.
In 2025, for Comirnaty, we expect vaccination rates and market share in commercial markets and revenue phasing similar to 2024, primarily concentrated in the second-half of the year. We have assumed no material U.S. policy changes for our vaccines portfolio in 2025 for purposes of our financial guidance, but se the Item 1A. Risk Factors—U.S. Healthcare Regulation section of our 2024 Form 10-K for a description of risks and uncertainties that could impact revenue from our portfolio of vaccines.
n 2025, for Paxlovid, we expect most revenue to be generated through commercial channels. We also expect utilization for Paxlovid to follow infection rates and stable market share, and revenues may fluctuate based on the timing, duration and severity of COVID-19 cases.
or additional information on risks associated with our COVID-19 products, as well as COVID-19 intellectual property disputes, see the Overview of Our erformance, Operating Environment, Strategy and Outlook––The Global Economic
Environment––COVID-19 section of the MD&A of our 2024 Form 10-K, Item 1A. Risk Factors—COVID-19, —Intellectual Property Protection and —ThirdParty Intellectual Property Claims sections of our 2024 Form 10-K, as well as Note 17C in our 2024 Form 10-K, and Note 12A1 and the Forward-Looking Information and Factors that May Affect Future Results section of this Form 10-Q.
# IGNIFICANT ACCOUNTING POLICIES AND APPLICATION OF CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
For a description of our significant accounting policies, see Note 1 in our 2024 Form 10-K. Of these policies, the following are considered critical to an understanding of our consolidated financial statements as they require the application of the most subjective and the most complex judgments: Acquisitions (Note 1D); Fair Value (Note 1E); Revenues (Note 1G); Long-Lived Assets (Note 1M); Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives (Note 1N); Tax Assets and Liabilities and Income Tax Contingencies (Note 1Q); Pension and Postretirement Benefit Plans (Note 1R); and Legal and Environmental Contingencies (Note 1S).
For a discussion about the critical accounting estimates and assumptions impacting our consolidated financial statements, see the Significant Accounting Policies and Application of Critical Accounting Estimates and Assumptions section within MD&A of our 2024 Form 10-K. See also Note 1C in our 2024 Form 10-K for a discussion about the risks associated with estimates and assumptions.
# ANALYSIS OF THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
# Total Revenues by Geography
The following presents worldwide Total revenues by geography:
he following provides an analysis of the worldwide change in Total revenues by geographic areas in the first quarter of 2025 compared to the first quarter of
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Three Months Ended |
| | Worldwide | U.S. | International | World- wide | Inter- national |
| (MILLIONS) | March 30, 2025 | March 31, 2024 | March 30, 2025 | March 31, 2024 | | March 30, 2025 | March 31, 2024 | | U.S. | |
| Operating segments: | | | | | | | | | % Change | |
| Biopharma | 13,441 | $ 14,604 | $ | 8,285 $ | 9,426 $ | 5,156 | 5,178 | | | |
| Pfizer CentreOne | 257 | | 258 | 72 | 71 | 185 | 187 | (8） | (12) | (1) |
| Pfizer Ignite | | | 17 | 17 | 17 | | | (3) | 2 | |
| Total revenues | 17 13,715 | $ 14,879 | $ | 8,374 $ | 9,514 $ | 5,341 | 5,365 | 8 | (3) (12) | |
| | | | |
| --- | --- | --- | --- |
| (MILLIONS) | Worldwide | U.S. | International |
| Qperational growth/(decline): | | $ | |
| Worldwide declines from Paxlovid Worldwide growth from the Vyndaqel family,Padcev,Nurtec ODT/Vydura,Lorbrenaand Xtandi,partially | $ (1,536) | (1,454) $ | (82) |
| offset by worldwide declines from Eliquis,Xeljanz, Ibrance,Adcetris,the PrevnarFamilyand Abrysvo | 372 | 178 | 194 |
| Worldwide growth from Comirnaty | 218 | 111 | 107 |
| Other operational factors, net | 38 | 25 | 13 |
| Operational growth/(decline), net | (908) | (1,140) | 232 |
| Unfavorable impact of foreign exchange | (256) | | (256) |
| Total revenues increase/(decrease) | $ (1,164) $ | (1,140) $ | (24) |
See the Total Revenues––Selected Product Discussion section within MD&A for additional analysis and Note 13C.
Product Revenue Deductions––Our gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are required when estimating the impact of these product revenue deductions on gross sales for a reporting period. Historically, adjustments to these estimates to reflect actual results or updated expectations, have not been material to our overall business and generally have been less than $1 %$ of revenues. Product-specific rebates, however, can have a significant impact on year-over-year individual product revenue growth trends.
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended |
| March 30, | 2025 | March 31, 2024 |
| (MILLIONS) Medicare rebates(a) | $ | 1,068 $ | 720 |
| Medicaid and related state program rebates | | 397 | 609 |
| Performance-based contract rebates | | 1,612 | 1,382 |
| Chargebacks | | 2.939 | 2,751 |
| Sales allowances | | 1,781 | 1,493 |
| Sales returns and cash discounts(b) | | 335 | (183) |
| Total | $ | 8,133 $ | 6,773 |
(a) The increase in Medicare rebates in the first quarter of 2025 is primarily driven by the impact of higher manufacturer discounts as a result of IRA Medicare Part D Redesign. See the Overview of (b) TOhuer 2P0e2rf4oarmaonucnet inOcpleurdaetdinag Our Performance, Operating Environment, Strategy rmoinllmieont,faSvtroartaebgley faindalOaudtjluosotkmseenctttionthweietshtiinmMateDd&nAo.n-cash Paxlovid revenue reversal of billion recorded in the fourth quarter of 2023. $$ 771$ $$ 3.5$ roduct revenue deductions are primarily a function of product sales volume, mix of products sold, contractual or legislative discounts and rebates. For information on our accruals for product revenue deductions, including the balance sheet classification of these accruals, see Note 1B.
# Total Revenues––Selected Product Discussion
# Biopharma
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (MILLIONS) | Revenue | % Change | |
| Product | Global Revenues | Region | March 302 | 2025 | March 31, 2024 | Total | Oper. |
| Eliquis | $1,923 | u.s. | $ | 1,299 $ | 1.,413 | (8） | | Decline primarily driven by lower net price in the U.S.,including the impact of higher 5 manufacturer discounts resulting from the IRA Medicare Part D Redesign,partially |
| Down 4% (operationally) | Int1. | | 624 | 626 | 1 | |
| | $1,660 Down 1% | Worldwide | $ | 1,923 | 2.040 | 2 | | (4) partly due to timing of shipments. Decline primarily driven by lower pediatric indication sales,timing of shipments and |
| U.s. | $ | 1,170 | 1,149 | | |
| Int1. (operationally) | | 491 | | 542 | |
| Worldwide | $ | 1,660 | 1,691 | | |
| Vyndaqel family | $1,486 | U.s. | | 986 $ | 751 | 31 | | Growth primarily driven by strong demand with continuing uptake in patient diagnosis, primarily in the U.S.and international developed markets,partially offset by lower net 36 price in the U.S.mostly due to the impact of higher manufacturer discounts resulting from the IRA Medicare Part D Redesign. |
| Up 33% | Int31. | | 499 | 386 | 29 | |
| (operationally) | Worldwide | | 1,486 | 1,137 | 31 | |
| Ibrance | $977 | U.S. | | 659 $ | 679 | (3） | (10) |
| Down 6% | Int31. | | 318 | 375 | (15) |
| (operationally) | Worldwide | | 977 $ | 1,054 | ( |
| $565 | U.s. | | 229 | 118 | 94 |
| Comirnaty | Up 62% (operationally) | Int31 | | 335 | 236 | 42 | | |
| | Worldwide | | 565 | 354 | 60 |
| $491 | U.S. | $ | 347 | 1,800 | (81) |
| Paxlovid | Down 75% | Int1 | | 145 | 234 | (38） | (35) | ·lower COVID-19 infections across U.S.and international markets and lower international government purchases. |
| (operationally) | | | $ | | |
| $458 | Worldwide U.s. | $ $ | 491 458 | 2.035 | (76) |
| Xtandi | Up 9% | Int31 | | $ 二 | 418 二 | 9 1 | 9 | |
| (operationally) | Worldwide | | 458 $ | 418 | 9 |
| $426 | u.s. | $ | 419 | 334 | 25 |
| Padcev | Up 25% | Int31. | | $ 7 | 7 | 1 | 25 | Gro |
| (operationally) | Worldwide | | $ | 341 | 25 |
| | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (MILLIONS) | | | Revenue | % Change | | |
| Product | RGlebal | Region | March 325 | | March 024 | Total | Oper. | Operational Results Commentary |
| ODT/yedura | $248 | u.s. | 228 | $ | 167 | 36 | | |
| Up 40% | Int31. | 20 | | 10 | \* | |
| (operationally) | Worldwide | | 248 $ | 178 | 40 | | Growtdprimarildienbystodemadinte US.ad faalechas in.hanel 40 |
| Lorbrena | $222 | U.S. | | 92 $ | 59 | 55 | | Growt primarilyiU,iasedtietshain tefistieALK+.NSCC |
| Up 39% | Int31. | | | 104 | 25 | 29 |
| (operationally) | Worldwide | | 130 222 $ | 164 | 36 | 39 |
| Adcetris | $218 | U.S. | | 213 $ | 252 | (16) | | Declines primarily driven by lower volume due to competitive pressures in the U.S. |
| Down 15% | Int31 | | 5 | 5 | (9) | (3) |
| (operationally) | Worldwide | | 218 $ | 257 | (15) | (15) |
| Abrysvo | $131 | | | | | | | Decline in the U.S.driven by significant reduction in vaccination rates for the older adult indication following updated Advisory Committee on Immunization Practices |
| Down 6% (operationally) | | | | | | | recommendation,partially offset by strong demand for the maternal indication and increased market share in the older adult indication. |
| U.S. Int31. | $ | 63 68 | 131 14 | (52) \* | | Growth in international markets driven by launch uptake for both indications in certain |
| Worldwide | S | 131 | 145 | (9 | | international markets. |
| | $ | | $ $ | 74 | (73) | (6) | Declines primarily driven by lower net price in the U.S.due to unfavorable changes in |
| Xeljanz | $128 Down 31% | U.S. Int1. | | 20 108 | 120 | (10) | (6) | channel mix as wellas the impact of higher manufacturer discounts resulting from the IRA Medicare Part D Redesign. |
| (operationally) | Worldwide | | $ | 194 | (34) | |
| | | | 128 | | | (31) |
# Pfizer CentreOne
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (MILLIONS) | | Revenue | % Change |
| Operating Segment | Global Revenues | Region | | March 30, 2025 | March 31, 2024 | Total | | Oper. |
| PC1 | $257 | U.s. | $ | 72 | | | 2 | |
| Up 2% | Int’1. | | 185 | | 187 | (1) | 2 |
| (operationally) | Worldwide | $ | 257 | | 258 | | 2 |
# Operational Results Commentary
Growth driven by higher manufacturing of third-party products under manufacturing and supply agreements, offset by lower active product ingredient sales and lower manufacturing-related services.
See the Item 1. Business—Patents and Other Intellectual Property Rights section of our 2024 Form 10-K for information regarding the expiration of various patent rights, Note $\\underline { { { \ : { \\cal { l } } 2 } } }$ for a discussion of recent developments concerning patent and product litigation relating to certain of the products discussed above and Note $\\underline { { 1 3 C } }$ for additional information regarding the primary indications or class of the selected products discussed above.
# Costs and Expenses
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended |
| March 30 | March 31, 2024 | % Change |
| (MILLIONS) Cost of sales | 2025 2,845 | 3,379 | (16) |
| Percentage of Total revenues | 20.7% | 22.7% | |
| Selling,informational and administrative expenses | 3,031 | 3,495 | (13) |
| Research and development expenses | 2,203 | 2,493 | (12) |
| Acquired in-process research and development expenses | | | \* |
| Amortization of intangible assets | 9 1,211 | 1,308 | （7) |
| Restructuring charges and certain acquisition-related costs | 678 | 102 | \* |
| Other (income)/deductions-net | 953 | 680 | 40 |
# First Quarter of 2025 vs. First Quarter of 2024
# Cost of Sales
Cost of sales decreased $$ 534$ million in the first quarter of 2025, primarily due to:
• a favorable revision of our estimate of accrued royalties; and • a $$ 210$ million favorable impact of foreign exchange, partially offset by: • a $$ 260$ million unfavorable impact of changes in sales mix.
The decrease in Cost of sales as a percentage of revenues in the first quarter of 2025 was primarily due to all the factors discussed above, as well as the nonrecurrence of the Paxlovid favorable final adjustment of $$ 771$ million recorded in the first quarter of 2024 to the estimated non-cash Paxlovid revenue reversal recorded in the fourth quarter of 2023.
Certain of our vaccines, including Comirnaty, are subject to seasonality of demand, with a greater portion of revenues and related cost of sales anticipated in the fall and winter seasons. See also the Overview of Our Performan , Operating Envir , St and Outloo The Global Economic Environmen COVID-19 section for information about our COVID-19 products.
# Selling, Informational and Administrative Expenses
Selling, informational and administrative expenses decreased $464 million in the first quarter of 2025, primarily reflecting ongoing productivity improvements as part of our cost realignment program that drove both a decrease of $$ 185$ million in marketing and promotional spend for various products and lower spending of $$ 145$ million in corporate enabling functions, as well as lower spending of $$ 90$ million on COVID-19 products.
Research and Development Expenses
Research and development expenses decreased $$ 290$ million in the first quarter of 2025, primarily driven by a net decrease in spending of $$ 260$ million due to pipeline focus and optimization, as well as lower compensation-related expenses.
# Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
Realigning Our Cost Base Program––This program is expected to deliver total net cost savings of approximately $5.7 billion through 2027. The total net cost savings are composed of: (i) net cost savings of $$ 4.5$ billion expected to be achieved by the end of 2025, most of which was achieved by year-end 2024, and (ii) our recently announced additional anticipated net cost savings of $$ 1.2$ billion, primarily in SI&A, expected to be achieved by the end of 2027. In addition, we expect cost savings of approximately $$ 500$ million from our recently announced expansion of this program related to our R&D re-organization to be realized by the end of 2026, with the savings expected to be reinvested in R&D programs.
anufacturing Optimization Program––We expect to begin to achieve initial savings from Phase 1 of this multi-phased program in the latter part of 2025 and ontinue to expect approximately $$ 1.5$ billion in net cost savings from this first phase by the end of 2027.
ertain qualifying costs for these programs in all periods since inception were recorded and reflected as Certain Significant Items and excluded from our no AAP measure of Adjusted Income. See the Non-GAAP Financial Measure: Adjusted Income section within MD&A.
For a description of our programs, as well as the anticipated and actual costs, see Note 3. The program savings discussed above may be rounded and represent approximations. In addition to these programs, we continuously monitor our operations for cost reduction and/or productivity opportunities, especially in light of patent-based and regulatory exclusivity expiries as well as the expiration of collaborative arrangements for various products. Long-term improvement in gross margin will remain a key focus for the Company over the next few years.
Seagen acquisition––In connection with our acquisition of Seagen, we are focusing our efforts on achieving an appropriate cost structure for the combined company. We expect to generate approximately $1 billion of annual cost synergies, to be achieved by 2026. The one-time costs to generate these synergies are expected to be approximately $$ 1.7$ billion, incurred primarily from 2023 through 2025.
# Other (Income)/Deductions—Net
The unfavorable period-over-period change of $$ 273$ million in the first quarter of 2025 was primarily driven by (i) net losses on equity securities in the first quarter of 2025 versus net gains on equity securities in the first quarter of 2024, (ii) the non-recurrence of a gain on the partial sale of our investment in Haleon in the first quarter of 2024 and (iii) higher intangible asset impairment charges, partially offset by (iv) lower net interest expense. See Note 4.
# Provision/(Benefit) for Taxes on Income
| | | | |
| --- | --- | --- | --- |
| | Three Months Ended |
| March 30, 2025 | March 31, 2024 | % Change |
| (MILLIONS) Provision/(benefit) for taxes on income | $ (189) $ | 293 | \* |
| Effective tax rate on continuing operations | (6.8)% | 8.6% | |
For information about our effective tax rate and the events and circumstances contributing to the changes between periods, as well as details about discrete elements that impacted our tax provisions, see Note 5. See Note 5A in our 2024 Form 10-K for information on our cash paid for income taxes, net of refunds
Changes in Tax Laws––Many countries outside the U.S. have enacted legislation for global minimum taxation resulting from the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting “Pillar $2 ^ { \\circ }$ project. The EU has approved a directive requiring member states to incorporate the OECD provisions into their respective domestic laws, and countries outside the EU are also enacting the provisions into their domestic law. The provisions are generally effective for Pfizer since 2024, though significant details and guidance around the provisions are still pending. Income tax expense could be adversely affected as the legislation becomes effective in countries in which we do business, and such impact could be material to our results of operations. We continue to monitor pending OECD guidance and legislation enactment and implementation by individual countries.
# PRODUCT DEVELOPMENTS
A comprehensive update of Pfizer’s development pipeline was published as of April 29, 2025 and is available at [www.pfizer.com/science/drug-productpipeline](http://www.pfizer.com/science/drug-productpipeline). It includes an overview of our research and a list of compounds in development with targeted indication and phase of development, as well as mechanism of action for some candidates in Phase 1 and all candidates from Phase 2 through registration.
his section provides information as of the date of this filing about significant marketing application-related regulatory actions by, and filings pending with, th DA and regulatory authorities in the EU and Japan.
The table below includes filing and approval milestones for products that have occurred in the last twelve months and generally does not include approvals that may have occurred prior to that time. The table includes filings with regulatory decisions pending (even if the filing occurred outside of the last twelve-month period).
# Products
| | | | | |
| --- | --- | --- | --- | --- |
| PRODUCT | INDICATION OR PROPOSED INDICATION | APPROVED/FILED^ |
| U.S. | EU | JAPAN |
| Prevnar 20/Prevenar 20 | Actiitdedes | Approved June 2021 | Approved February 2022 | Approved August 2024 |
| Nurtec ODT/Vydura (rimegepant) | Acute treatment of migraine with or without aura in adults | | | Filed November |
| Prevention of episodic migraine in adults | ApMayed 2021 | Approved 2022 | Filed November 2024 |
| Abrysvo (Vaccine) | Activeimmunization for thepreventionoflower respiratorytractdiseasecaused byRSVinindividuals18-59 years of age who are at increased risk of lower respiratory tract disease caused by RSV | Approved O2to2er | Approved Marsh | |
| Velsipity (etrasimod) | Moderately to severely active ulcerative colitis in adults | Approved October 2023 | Approved February 2024 | Filed June 2024 |
| Braftovi (erafeidMeto | BRAFuo0eE-mutat metastic on-small ellung cancer in adult atints | | AR2 | |
| mFOLFOX6(b) | First-line BRAFV600E-mutant mCRC | Decembered24 | | |
| Xtandi (enzalutamide)(c) | nmCSPC with biochemical recurrence at high risk for metastasis (high-risk BCR) | Approved November 2023 | Approved April 2024 | |
| (marstacima-hncq) | Hemophilia A and B without inhibitors | | Noyemader | |
| (aztreoEmblavbactam) | Treatment of infections in adult patients caused by Gram-negative bacteria with limited or no treatment options | Februaryzed25 | A2e | |
| (enfortumab vedotinefy() | In combination with Keytruda®( (pembrolizumab) for locally advanced or metastatic urothelial cancer in adults | | | |
| Tivdak (tisotumab vedotin-tfty(g) | Recurrent or metastatic cervical cancer with disease progresson on or after chemotherapy | Approved April 2024 | Approved March 2025 | Approved March 2025 |
| Comirnaty (COVID-19 Vaccine, | Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 12 years of age and older | 2 | Seppmber 2024 Approved | |
| mRNA) 2024-2025 Formula, Omicron JN.1-adapted | Active immunization to prevent COVID-19 caused by SARS-CoV-2 for individuals 6 months of age and older | | July 2024 | Approved August 2024 |
| (brentuxidcab vedotin) | Relapsed/refractory diffuse large B-cell lymphoma | | | |
| Paxlovid (nirmatrelvir; ritonavir) | COVID-19 infection in high-risk children | Filed February | FiledJanuary | Filed 2025 |
| Eliquis (apixaban)i | Venous thromboembolism (pediatric) | Approved April 2025 | Approved July 2024 | |
^ For the U.S., the filing date is the date on which the FDA accepted our submission. For the EU, the filing date is the date on which the EMA validated our submission. (a) Pierre Fabre is the Marketing Authorization Holder for Braftovi (encorafenib) and Mektovi (binimetinib) in the EU. We have exclusive rights to Braftovi and Mektovi in the U.S., Canada and certain emerging markets, and Ono, Medison Pharma and Pierre Fabre have exclusive rights in all other markets. (b) Erbitux is a registered trademark of ImClone LLC. We have exclusive rights to Braftovi in the U.S., Canada, and certain emerging markets, and Ono. Medison Pharma and Pierre Fabre have exclusive rights in all other markets. The December 2024 U.S. approval date reflects accelerated approval. (c) Xtandi is being jointly developed and commercialized with Astellas. (d) Emblaveo is being developed in collaboration with AbbVie. AbbVie has the exclusive commercialization rights in the U.S. and Canada; Pfizer leads the joint development program and has commercialization rights in all other countries. (e) Padcev is being jointly developed and commercialized with Astellas. (f) Keytruda is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc. (g) Tivdak is being developed in collaboration with Genmab A/S. (h) In September 2024, the European Commission (EC) approved the Pfizer/BioNTech Omicron KP.2-adapted monovalent COVID-19 vaccine for active immunization to prevent COVID-19 cause by SARS-CoV-2 in individuals 6 months of age and older. U.S. approval (August 2024) is for individuals 12 years of age and older, with EUA granted for individuals 6 months through 11 years age. (i) Adcetris is being developed in collaboration with Takeda. Takeda has ex-U.S./Canada rights. (j) Eliquis is being developed in collaboration with BMS. U.S. approval is for children 5 days and older; EU approval is for children 28 days and older.
The following provides information about additional indications and new drug candidates in late-stage development:
| | | |
| --- | --- | --- |
| Ibrance (palbociclib)(a) | PRODUCT/CANDIDATE | PROPOSEDDISEASE AREA ER+/HER2+ metastatic breast cancer |
| LATE-STAGE CLINICAL PROGRAMS FOR ADDITIONAL USES AND DOSAGE FOR IN-LINE AND IN- | Talzenna (talazoparib) | Combination with Xtandi (enzalutamide) for DNA Damage Repair-deficient mCSPC |
| | |
| Litfulo (ritlecitinib) | Vitiligo |
| Elrexfio (elranatamab) | Multiple myeloma double-class exposed |
| Newly diagnosed multiple myeloma post-transplant maintenance |
| Newly diagnosed multiple myeloma transplant-ineligible |
| Padcev (enfortumab vedotin)(b) | 2nd line + relapsed refractory multiple myeloma |
| Cisplatin-ineligible/decline muscle-invasive bladder cancer |
| | Cisplatin-eligible muscle-invasive bladder cancer |
| HER2+adjuvant breast cancer |
| 2nd line/3rd line HER2+ metastatic breast cancer |
| Tukysa (tucatinib) | lst line HER2+ maintenance metastatic breast cancer |
| lst line HER2+ metastatic colorectal cancer Menstrually-related migraine |
| Hemophilia (pediatric) |
| Hympavzi (marstacimab-hncq) | Hemophilia (inhibitor cohort) | |
| PF-06425090 (vaccine) | Immunization to prevent primary clostridioides difficile infection |
| | sasanlimab (PF-06801591) | Combination with Bacillus Calmette-Guerin for high-risk non-muscle-invasive bladder cancer |
| VLA15 (PF-07307405) vaccine(c) | Immunization to prevent Lyme disease |
| vepdegestrant (PF-07850327)(d) | Breast cancer metastatic- 2nd line ER+/HER2- |
| inclacumab (PF-07940370) | Sickle cell disease |
| dazukibart (PF-06823859) | Dermatomyositis,polymyositis |
| disitamab vedotin(e) | 1st line HER2 (≥IHC1+) metastatic urothelial cancer |
| sigvotatug vedotin (PF-08046047) | 2nd line+ metastatic non-small cell lung cancer |
| osivelotor (PF-07940367) | Sickle cell disease |
| ibuzatrelvir (PF-07817883) | COVID-19 infection |
| mevrometostat (PF-06821497) + enzalutamide | lst line/2nd line metastatic castration resistant prostate cancer post-Abiraterone |
| mevrometostat (PF-06821497) + enzalutamide | lst line metastatic castration resistant prostate cancer neoadjuvant hormonal therapy naive |
| atirmociclib (PF-07220060) | 1st line HR+/HER2- metastatic breast cancer |
(a) Ibrance for $\\mathrm { E R + / H E R } 2 +$ metastatic breast cancer is being developed in collaboration with Alliance Foundation Trials, LLC. (b) Padcev is being jointly developed and commercialized with Astellas. (c) VLA15 is being developed in collaboration with Valneva SE. (d) Vepdegestrant is being developed in collaboration with Arvinas, Inc. (e) Disitamab vedotin is being developed in collaboration with RemeGen Co., Ltd.
In September 2024, Pfizer announced that it was voluntarily withdrawing all lots of Oxbryta (voxelotor) for the treatment of sickle cell disease in all markets where it is approved. Pfizer also discontinued all active voxelotor clinical trials and expanded access programs worldwide. Pfizer’s decision was based on the totality of clinical data that indicated at that time the overall benefit of Oxbryta no longer outweighed the risk in the approved sickle cell patient population. The data suggested an imbalance in vaso-occlusive crises and fatal events, which required further assessment. Pfizer has notified regulatory authorities about these findings and its decision to voluntarily withdraw Oxbryta from the market and discontinue distribution and clinical studies while further reviewing the available data and investigating the findings. In July 2024, the EMA initiated a referral procedure under Article 20 of Regulation (EC) No 726/2004 for Oxbryta (voxelotor) to review the product’s benefits and risks. In October 2024, the EC suspended the Oxbryta marketing authorization while the EMA’s review of data is ongoing. In addition, the FDA has initiated an evaluation of newly identified safety signals. The FDA also has placed the Oxbryta (voxelotor) investigational new drug application on clinical hold following Pfizer’s market withdrawal. Pfizer is continuing to work with the EMA, FDA, and other regulators globally in relation to this matter.
n December 2024, the FDA issued a partial clinical hold for osivelotor, which prohibits Pfizer from enrolling new participants into osivelotor clinical studie his time. Study participants currently enrolled can continue on the study drug. Communication with the FDA is ongoing.
fizer modified the atirmociclib $2 ^ { \\mathrm { n d } }$ line HR $+ ,$ /HER2- metastatic breast cancer Phase 3 study to a Phase 2 non-registrational study. This has been removed from he table above.
Vepdegestrant $^ +$ Ibrance for ER $+ ,$ /HER2- metastatic breast cancer has been removed from the table above.
For additional information about our R&D organization, see Note 13 and the Item 1. Business—Research and Development section of our 2024 Form 10-K. For additional information regarding certain collaboration arrangements see the Item 1. Business—Collaboration and Co-Promotion Agreements section of our 2024 Form 10-K.
# NON-GAAP FINANCIAL MEASURE: ADJUSTED INCOME
Adjusted income is an alternative measure of performance used by management to evaluate our overall performance as a supplement to our GAAP Reported performance measures. As such, we believe that investors’ understanding of our performance is enhanced by disclosing this measure. We use Adjusted income, certain components of Adjusted income and Adjusted diluted EPS to present the results of our major operations––the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide––prior to considering certain income statement elements as follows:
| | | |
| --- | --- | --- |
| Measure | Definition | Relevance of Metrics to Our Business Performance |
| Adjusted income | Net income attributable to Pfizer Inc.common shareholders(a before the impact of amortization of intangible assets,certain acquisition-related items, discontinued operations and certain significant items | ·Provides investors useful information to: 。 evaluate the normal recurring operational activities,and their components,on a comparable year- over-year basis 。assist in modeling expected future performance on a normalized basis ·Provides investors insight into the way |
| Adjusted cost of sales,Adjusted selling, informational and administrative expenses, Adjusted research and development expenses and Adjusted other (income)/deductions-net | Cost of sales,Selling,informational and administrative expenses,Research and development expenses and Other (income)/deductions-net(a,each before the impact of amortization of intangible assets,certain acquisition-related items, discontinued operations and certain significant items,which are components of the Adjusted income measure |
| Adjusted diluted EPS | we manage our budgeting and forecasting, how we evaluate and manage our recurring operations and EPS attributable to Pfizer Inc.common shareholders-diluted(a before the how we reward and compensate our impact of amortization of intangible assets,certain acquisition-related items, discontinued operations and certain significant items senior management(b) |
(a) Most directly comparable GAAP measure.
(b) The short-term incentive plans for substantially all non-sales-force employees worldwide are funded from a pool based on our performance, measured in significant part versus three budgeted metrics, one of which, beginning with the 2025 performance year, is Adjusted income (as defined for annual incentive compensation purposes) and accounts for $40 %$ of the bonus pool funding tied to financial performance. Additionally, beginning with the 2025 performance year, the payout for performance share awards is determined in part by Adjusted diluted EPS, which is derived from Adjusted income. Any expenses for acquired IPR&D are included in our non-GAAP Adjusted results but we exclude certain of these expenses for our financial results for annual incentive compensation purposes. The bonus pool funding is largely based on financial performance, as measured by three metrics, modified by performance against certain of our non-financial pipeline metrics, and may be further modified by our Compensation Committee’s assessment of other factors.
Adjusted income and its components and Adjusted diluted EPS are non-GAAP financial measures that have no standardized meaning prescribed by GAAP and, therefore, are limited in their usefulness to investors. Because of their non-standardized definitions, they may not be comparable to the calculation of similar measures of other companies and are presented to permit investors to more fully understand how management assesses performance. A limitation of these measures is that they provide a view of our operations without including all events during a period, and do not provide a comparable view of our performance to peers. These measures are not, and should not be viewed as, substitutes for their most directly comparable GAAP measures of Net income attributable to Pfizer Inc. common shareholders, components of Net income attributable to Pfizer Inc. common shareholders and EPS attributable to Pfizer Inc. common shareholders—diluted, respectively.
We also recognize that, as internal measures of performance, these measures have limitations, and we do not restrict our performance-management process solely to these measures. We also use other tools designed to achieve the highest levels of performance. For example, our R&D organization has productivity targets, upon which its effectiveness is measured. In addition, total shareholder return, both on an absolute basis and relative to a publicly traded pharmaceutical index, plays a significant role in determining payouts under certain of our incentive compensation plans.
# Adjusted Income and Adjusted Diluted EPS
Amortization of Intangible Assets—Adjusted income excludes all amortization of intangible assets.
Acquisition-Related Items—Adjusted income excludes certain acquisition-related items, which are composed of transaction, integration, restructuring charges and additional depreciation costs for business combinations because these costs are unique to each transaction and represent costs that were incurred to restructure and integrate businesses as a result of an acquisition. We have made no adjustments for resulting synergies. Acquisition-related items may include purchase accounting impacts such as
he incremental charge to cost of sales from the sale of acquired inventory that was written up to fair value, depreciation related to the increase/decrease in fair alue of acquired fixed assets, amortization related to the increase in fair value of acquired debt, and the fair value changes for contingent consideration.
Discontinued Operations—Adjusted income excludes the results of discontinued operations, as well as any related gains or losses on the disposal of such operations. We believe that this presentation is meaningful to investors because, while we review our product portfolio for strategic fit with our operations, we do not build or run our business with the intent to discontinue parts of our business. Restatements due to discontinued operations do not impact compensation or change the Adjusted income measure for the compensation in respect of the restated periods, but are presented for consistency across all periods.
Certain Significant Items—Adjusted income excludes certain significant items representing substantive and/or unusual items that are evaluated individually on a quantitative and qualitative basis. Certain significant items may be highly variable and difficult to predict. Furthermore, in some cases it is reasonably possible that they could reoccur in future periods. For example, although major non-acquisition-related cost-reduction programs are specific to an event or goal with a defined term, we may have subsequent programs based on reorganizations of the business, cost productivity or in response to generic or biosimilar entry or economic conditions. Legal charges to resolve litigation are also related to specific cases, which are facts and circumstances specific and, in some cases, may also be the result of litigation matters at acquired companies that were inestimable, not probable or unresolved at the date of acquisition, or legal matters related to divested products or businesses. Gains and losses on equity securities and pension and postretirement actuarial remeasurement gains and losses have a very high degree of inherent market volatility, which we do not control and cannot predict with any level of certainty, and we do not believe including these gains and losses assists investors in understanding our business or is reflective of our core operations and business. Unusual items represent items that are not part of our ongoing business; items that, either as a result of their nature or size, we would not expect to occur as part of our normal business on a regular basis; items that would be non-recurring; or items that relate to products we no longer sell. See the Reconciliations of GAAP Reported to Non-GAAP Adjusted information —Certain Line Items below for a non-inclusive list of certain significant items and the Non-GAAP Financial Measure: Adjusted Income section within MD&A of our 2024 Form 10-K.
Reconciliations of GAAP Reported to Non-GAAP Adjusted Information––Certain Line Items
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Data presented will not (in all cases) aggregate to totals. | Three Months Ended March 30,2025 |
| Cost of sales(a) | Selling,informational and administrative | Other (income)/deductions- net(a) | Net income attributable to Pfizer Inc.common shareholders(a),(b) | Earnings per common share attributable to Pfizer Inc. common shareholders- |
| GAAP Reported | 2,845 | 3,031 expenses(a) | 953 | 2,967 | diluted 0.52 |
| Amortization of intangible assets | | | | 1,211 | |
| Acquisition-related items | (206) | (1) | (7) | 282 | |
| Certain significant items: | | | | | |
| Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring(c) | (24) | (6) | | 666 | |
| Certain asset impairments(d) | | 一 | (224) | 224 | |
| (Gains)/losses on equity securities(d) | | 一 | (370) | 370 | |
| Actuarial valuation and other pension and postretirement plan (gains)/losses | | 一 | 59 | (59) | |
| Other(e) | (23) | (15) | (166) | 207 | |
| Income tax provision—non-GAAP items | | | | (630) | |
| Non-GAAP Adjusted | 2,593 | 3,010 | 246 | 5,237 | 0.92 |
Three Months Ended March 31, 2024
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Data presented will not (in all cases) aggregate to totals. | Cost of sales(a) | Selling, informational and administrative expenses(a) | Other (income)/deductions- net(a) | Net income attributable to Pfizer Inc.common shareholders(a),(b) | Earnings per common share attributable to Pfizer Inc. common shareholders- diluted |
| GAAP Reported | 3,379 | 3,495 | | 3,115 | 0.55 |
| Amortization of intangible assets | | | | 1,308 | |
| Acquisition-related items | (317) | | | 508 | |
| Certain significant items: | | | | | |
| Restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring(c) | | | | (17) | |
| Certain asset impairments(d) | | | (109) | 109 | |
| (Gains)/losses on equity securities | | | | (25) | |
| Actuarial valuation and other pension and postretirement plan (gains)/losses | | | | 3 | |
| Other(e) | | | (294) | 307 | |
| Income tax provision—non-GAAP items | | | | (636) | |
| Non-GAAP Adjusted | 3,036 | 3,454 | 296 | 4,674 | 0.82 |
(a) Items that reconcile GAAP Reported to non-GAAP Adjusted balances are shown pre-tax. Our effective tax rates for GAAP Reported income from continuing operations were $( 6 . 8 ) %$ for the three months ended March 30, 2025 and $8 . 6 %$ for the three months ended March 31, 2024. See Note 5. Our effective tax rates for non-GAAP Adjusted income were $7 . 8 %$ for the three months ended March 30, 2025 and $1 6 . 6 %$ for the three months ended March 31, 2024.
(b) The amounts for the three months ended March 30, 2025 and March 31, 2024 include reconciling amounts for Research and development expenses that are not material to our non-GAAP consolidated results of operations.
(c) Includes employee termination costs, asset impairments and other exit costs related to our cost-reduction and productivity initiatives not associated with acquisitions. See Note 3.
(d) See Note 4.
(e) For the three months ended March 30, 2025, the total Other (income)/deductions– net adjustment of $$ 166$ million primarily includes charges of $$ 142$ million for certain legal matters, primarily representing certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer. For the three months ended March 31, 2024, the total Other (income)/deductions––net adjustment of $$ 294$ million primarily included charges of (i) $$ 246$ million mostly related to our equity-method accounting pro-rata share of intangible asset amortization, impairments and restructuring costs recorded by Haleon, as well as adjustments to our equity-method basis differences associated with the impact of Haleon’s brand sales and intangible asset impairments and changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities and (ii) $208 million for certain legal matters, primarily representing certain product liability expenses related to products discontinued and/or divested by Pfizer, partially offset by (iii) a $150 million realized gain on the partial sale of our investment in Haleon.
ANALYSIS OF THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | |
| --- | --- | --- | --- | --- |
| | Three Months Ended | |
| (MILLIONS) | March 302 | 2025 | March 31, 2024 | Drivers of change |
| Cash provided by/(used in): | | | | The change was primarily driven by the timing of receipts and payments in the |
| Operating activities | | 2,335 $ | 1,090 | ordinary course of business, partially offset by a decrease from net income adjusted for non-cash items. |
| Investing activities | $ | 3,274 $ | | The change was driven mainly by a $2.8 billion increase in proceeds from the 1,732 sale of the remaining portion of our investment in Haleon, partially offset by a $1.4 billion increase in net purchases of short-term investments. |
| Financing activities | $ | (5,227)$ | | The change was driven mainly by a $1.5 billion increase in net repayments of (4,931) short-term borrowings, partially offset by a $1.3 billion decrease in repayments on long-term debt. |
# ANALYSIS OF FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK
Our historically robust operating cash flows, which we expect to continue over time, is a key strength of our liquidity and capital resources and our primary funding source. We continue to believe that with our ongoing operating cash flows, together with our financial assets, access to capital markets, revolving credit agreement, and available lines of credit, we have and will maintain the ability to meet our liquidity needs to support ongoing operations, our capital allocation objectives, and our contractual and other obligations for the foreseeable future. For information about the sources and uses of our funds and capital resources, as well as our operating cash flows, see our Condensed Consolidated Statements of Cash Flows, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity, and the Analysis of the Condensed Consolidated
tatements of Cash Flows section within MD&A. For information on our money market funds, available-for sale-debt securities and long-term debt, see Note
For information about our diverse sources of funds, off-balance sheet arrangements, contractual and other obligations, global economic conditions and market risk, see the Analysis of Financial Condition, Liquidity, Capital Resources and Market Risk section within MD&A of our 2024 Form 10-K. For more information on guarantees and indemnifications, see Note 12B.
Credit Ratings––The cost and availability of financing are influenced by credit ratings, and an increase or decrease in our credit rating could have a beneficia or adverse effect on financing. Our long-term debt is rated high-quality by both S&P and Moody’s.
As of the date of the filing of this Form 10-Q, the following ratings have been assigned to our commercial paper and senior unsecured long-term debt:
| | | | |
| --- | --- | --- | --- |
| NAME OFRATINGAGENCY | Pfizer Short-Term Rating | Pfizer Long-Term Rating | Outlook/Watch |
| Moody's | P-1 | A2 | Stable Outlook |
| S&P | A-1 | A | Stable Outlook |
hese ratings are not recommendations to buy, sell or hold securities and the ratings are subject to revision or withdrawal at any time by the rating rganizations. Each rating should be evaluated independently of any other rating.
Debt Capacity––Lines of Credit––As of the date of the filing of this Form 10-Q, we had access to a $$ 7.0$ billion committed U.S. revolving credit facility maturing in October 2029, which may be used for general corporate purposes including to support our global commercial paper borrowings. In addition to the U.S. revolving credit facility, our lenders have provided us an additional $274 million in lines of credit, of which $$ 252$ million expire within one year. Essentially all lines of credit were unused as of the date of the filing of this Form 10-Q.
Capital Allocation Framework––Our capital allocation framework is designed to enhance long-term shareholder value and is based on three core pillars: maintaining and growing our dividend over time, reinvesting in the business and making share repurchases after de-levering our balance sheet. We have actively de-levered and as of March 30, 2025 are below our previously stated gross leverage target.
ividends––In April 2025, our BOD declared a dividend of $$ 0.43$ per share, payable on June 13, 2025, to shareholders of record at the close of business on ay 9, 2025.
ommon Stock Purchases—As of March 30, 2025, our remaining share-purchase authorization was $$ 3.3$ billion, with no repurchases in the first three month f 2025. See Note 12 in our 2024 Form 10-K for more information on our publicly announced share-purchase plans.
Haleon— In the first quarter of 2025, we sold the remaining portion of our investment in Haleon for $$ 6.3$ billion. Pfizer intends to use the proceeds to suppor ts capital allocation priorities.
# NEW ACCOUNTING STANDARDS
Recently Issued Accounting Standards, Not Adopted as of March 30, 2025
| | | |
| --- | --- | --- |
| Standard/Description | Effective Date | Financiact tatements |
| In December 2O23,the FASB issued final guidance to improve income tax disclosures.The final guidance requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information. | 2025 for annual reports.Early adoption is permitted. | This new guidance will result in increased disclosures in the notes to our financial statements. |
| In November 2O24,the FASB issued final guidance which requires disaggregated disclosures of certain categories of expenses that are included in expense line items on the face of the income statement.The disclosures are required on an annual and interim basis.The guidance also requires the total amount of seling expenses to be disclosed and,on an annual basis,the definition of seling expenses. | 2027 for annual reports and 2028 for interim reports. Early adoption is permitted. | This new guidance will result in increased disclosures in the notes to our financial statements. |
# FORWARD-LOOKING INFORMATION AND FACTORS THAT MAY AFFECT FUTURE RESULTS
This Form 10-Q contains forward-looking statements. We also provide forward-looking statements in other materials we release to the public, as well as publi ral statements. Given their forward-looking nature, these statements involve substantial risks, uncertainties and potentially inaccurate assumptions.
We have tried, wherever possible, to identify such statements by using words such as “will,” “may,” “could,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “assume,” “target,” “forecast,”
“guidance,” “goal,” “objective,” “aim,” “seek,” “potential,” “hope” and other words and terms of similar meaning or by using future dates.
include forward-looking information in our discussion of the following, among other topics: • our anticipated operating and financial performance, including financial guidance and projections; • reorganizations, business plans, strategy, goals and prospects; • expectations for our product pipeline, in-line products and product candidates, including anticipated regulatory submissions, data read-outs, study starts, approvals, launches, discontinuations, clinical trial results and other developing data; revenue contribution and projections; potential pricing and reimbursement; potential market dynamics, including demand, market size and utilization rates; and growth, performance, timing of exclusivity and potenti benefits; • strategic reviews, leverage and capital allocation objectives, dividends and share repurchases; • plans for and prospects of our acquisitions, dispositions and other business development activities, and our ability to successfully capitalize on growth opportunities and prospects; • sales, expenses, interest rates, foreign exchange rates and the outcome of contingencies, such as legal proceedings; • expectations regarding the impact of or changes to existing or new government regulations or laws; • our ability to anticipate and respond to and our expectations regarding the impact of macroeconomic, geopolitical, health and industry trends, pandemics, acts of war and other large-scale crises; and • manufacturing and product supply.
In particular, forward-looking information in this Form 10-Q includes statements relating to specific future actions, performance and effects, including, among others, the expected benefits of the organizational changes to our operations; our anticipated operating and financial performance; our ongoing efforts to respond to COVID-19; our expectations regarding the impact of COVID-19 on our business, operations and financial results; the expected revenue, seasonality of demand and phasing for certain of our products; expected patent terms; the expected impact of patent expiries and generic and biosimilar competition; the expected pricing pressures on our products and the anticipated impact to our business; the expected impact of the IRA Medicare Part D Redesign; the benefits expected from our business development transactions, including our December 2023 acquisition of Seagen; the availability of raw materials; our efforts to develop plans to help mitigate the potential impact of tariffs on our business and operations; our anticipated cash flows and liquidity position; the anticipated costs, savings and potential benefits from certain of our initiatives, including our enterprise-wide Realigning Our Cost Base Program and our Manufacturing Optimization Program to reduce our cost of goods sold; our expectations regarding product supply; our planned capital spending; and our capital allocation framework.
Given their nature, we cannot assure that any outcome expressed in these forward-looking statements will be realized in whole or in part. Actual outcomes may vary materially from past results and those anticipated, estimated, implied or projected. These forward-looking statements may be affected by underlying assumptions that may prove inaccurate or incomplete, or by known or unknown risks and uncertainties, including those described in this section and in the Item 1A. Risk Factors section in our 2024 Form 10-K.
Therefore, you are cautioned not to unduly rely on forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. You are advised, however, to consult any further disclosures we make on related subjects.
Some of the factors that could cause actual results to differ are identified below, as well as those discussed in the Item 1A. Risk Factors section in our 2024 Form 10-K and within MD&A. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. The occurrence of any of the risks identified below, in the Item 1A. Risk Factors section in our $2 0 2 4 \\mathrm { F o r m } 1 0 \\mathrm { - K }$ or within MD&A, or other risks currently unknown, could have a material adverse effect on our business, financial condition or results of operations, or we may be required to increase our accruals for contingencies. It is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties:
# Risks Related to Our Business, Industry and Operations, and Business Development
• the outcome of R&D activities, including the ability to meet anticipated pre-clinical or clinical endpoints, commencement and/or completion dates for our pre-clinical or clinical trials, regulatory submission dates, and/or regulatory approval and/or launch dates; the possibility of unfavorable pre-clinical and clinical trial results, including the possibility of unfavorable new pre-clinical or clinical data and further analyses of existing pre-clinical or clinical data; risks associated with preliminary, early stage or interim data; the risk that pre-clinical and clinical trial data are subject to differing interpretations and assessments, including during the peer review/publication process, in the scientific community generally, and by regulatory authorities; whether and when additional data from our pipeline programs will be published in scientific journal publications, and if so, when and with what modifications and interpretations; and uncertainties regarding the future development of our
product candidates, including whether or when our product candidates will advance to future studies or phases of development or whether or when regulat applications may be filed for any of our product candidates;
• our ability to successfully address comments received from regulatory authorities such as the FDA or the EMA, or obtain approval for new products and indications from regulators on a timely basis or at all;
• regulatory decisions impacting labeling, approval or authorization, including the scope of indicated patient populations, product dosage, manufacturing processes, safety and/or other matters, including decisions relating to emerging developments regarding potential product impurities; uncertainties regarding the ability to obtain or maintain, and the scope of, recommendations by technical or advisory committees, and the timing of, and ability to obtain, pricing approvals and product launches, all of which could impact the availability or commercial potential of our products and product candidates;
• claims and concerns that may arise regarding the safety or efficacy of in-line products and product candidates, including claims and concerns that may arise from the conduct or outcome of post-approval clinical trials, pharmacovigilance or Risk Evaluation and Mitigation Strategies, which could impact marketing approval, product labeling, and/or availability or commercial potential;
• the success and impact of external business development activities, including the ability to identify and execute on potential business development opportunities; the ability to satisfy the conditions to closing of announced transactions in the anticipated time frame or at all; the ability to realize the anticipated benefits of any such transactions in the anticipated time frame or at all; the potential need for and impact of additional equity or debt financing to pursue these opportunities, which has in the past and could in the future result in increased leverage and/or a downgrade of our credit ratings and could limit our ability to obtain future financing; challenges integrating the businesses and operations; disruption to business or operations relationships; risks related to growing revenues for certain acquired or partnered products; significant transaction costs; and unknown liabilities;
• competition, including from new product entrants, in-line branded products, generic products, private label products, biosimilars and product candidates that treat or prevent diseases and conditions similar to those treated or intended to be prevented by our in-line products and product candidates;
• the ability to successfully market both new and existing products, including biosimilars;
• difficulties or delays in manufacturing, sales or marketing; supply disruptions, shortages or stock-outs at our facilities or third-party facilities that we rely on; and legal or regulatory actions;
• the impact of public health outbreaks, epidemics or pandemics (such as COVID-19) on our business, operations and financial condition and results, including impacts on our employees, manufacturing, supply chain, sales and marketing, R&D and clinical trials;
• risks and uncertainties related to Comirnaty and Paxlovid or any potential future COVID-19 vaccines, treatments or combinations, including, among others the risk that as the market for COVID-19 products remains endemic and seasonal, demand for our COVID-19 products has and may continue to be reduced or not meet expectations, which has in the past and may continue to lead to reduced revenues, excess inventory or other unanticipated charges; risks related to our ability to develop and commercialize variant adapted vaccines, combinations and/or treatments; uncertainties related to recommendations and coverage for, and the public’s adherence to, vaccines, boosters, treatments or combinations; and potential third-party royalties or other claims related to Comirnaty and Paxlovid;
• trends toward managed care and healthcare cost containment, and our ability to obtain or maintain timely or adequate pricing or favorable formulary placement for our products;
• interest rate and foreign currency exchange rate fluctuations, including the impact of global trade tensions, as well as currency devaluations and monetary policy actions in countries experiencing high inflation or deflation rates;
• any significant issues involving our largest wholesale distributors or government customers, which account for a substantial portion of our revenues;
• the impact of the increased presence of counterfeit medicines, vaccines or other products in the pharmaceutical supply chain;
• any significant issues related to the outsourcing of certain operational and staff functions to third parties;
• any significant issues related to our JVs and other third-party business arrangements, including modifications or disputes related to supply agreements or other contracts with customers including governments or other payors;
• uncertainties related to general economic, political, business, industry, regulatory and market conditions including, without limitation, uncertainties related to the impact on us, our customers, suppliers and lenders and counterparties to our foreign-exchange and interest-rate agreements of challenging global economic conditions, such as inflation or interest rate fluctuations, and recent and possible future changes in global financial markets;
• the exposure of our operations globally to possible capital and exchange controls, economic conditions, expropriation, sanctions, tariffs and/or other restrictive government actions, changes in intellectual property legal protections and remedies, unstable governments and legal systems and intergovernmental disputes;
• risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy regarding tariffs;
• the risk and impact of tariffs on our business, which is subject to a number of factors including, but not limited to, restrictions on trade, the effective date an duration of such tariffs, countries included in the scope of tariffs, changes to amounts of tariffs, and potential retaliatory tariffs or other retaliatory actions imposed by other countries;
• the impact of disruptions related to climate change and natural disasters;
• any changes in business, political and economic conditions due to actual or threatened terrorist activity, geopolitical instability, political or civil unrest or military action, including the ongoing conflicts between Russia and Ukraine and in the Middle East and the resulting economic or other consequences;
• the impact of product recalls, withdrawals and other unusual items, including uncertainties related to regulator-directed risk evaluations and assessments, such as our ongoing evaluation of our product portfolio for the potential presence or formation of nitrosamines, and our voluntary withdrawal of all lots of Oxbryta in all markets where it is approved and any regulatory or other impact on Oxbryta and other sickle cell disease assets;
• trade buying patterns;
• the risk of an impairment charge related to our intangible assets, goodwill or equity-method investments;
• the impact of, and risks and uncertainties related to, restructurings and internal reorganizations, as well as any other corporate strategic initiatives and growth strategies, and cost-reduction and productivity initiatives, including any potential future phases, each of which requires upfront costs but may fail to yield anticipated benefits and may result in unexpected costs, organizational disruption, adverse effects on employee morale, retention issues or other unintended consequences;
• the ability to successfully achieve our climate-related goals and progress our environmental sustainability and other priorities;
# Risks Related to Government Regulation and Legal Proceedings
• the impact of any U.S. healthcare reform or legislation, including executive orders or other change in laws, regulations or policy, or any significant spending reduction or cost control efforts affecting Medicare, Medicaid, the 340B Drug Pricing Program or other publicly funded or subsidized health programs, including the Inflation Reduction Act of 2022 (IRA) and the IRA Medicare Part D Redesign, or changes in the tax treatment of employer-sponsored health insurance that may be implemented;
• U.S. federal or state legislation or regulatory action and/or policy efforts affecting, among other things, pharmaceutical product pricing, including the potential for international reference pricing, intellectual property, reimbursement or access to or recommendations for our medicines and vaccines, taxes or other restrictions on U.S. direct-to-consumer advertising; limitations on interactions with healthcare professionals and other industry stakeholders; as well as pricing pressures for our products as a result of highly competitive biopharmaceutical markets;
• risks and uncertainties related to potential changes to vaccine or other healthcare policy in the U.S.;
• legislation or regulatory action in markets outside of the U.S., such as China or Europe, including, without limitation, laws related to pharmaceutical product pricing, intellectual property, medical regulation, environmental protections, reimbursement or access, including, in particular, continued government-mandated reductions in prices and access restrictions for certain products to control costs in those markets;
• legal defense costs, insurance expenses, settlement costs and contingencies, including without limitation, those related to legal proceedings and actual or alleged environmental contamination;
• the risk and impact of an adverse decision or settlement and risk related to the adequacy of reserves related to legal proceedings;
• the risk and impact of tax related litigation and investigations;
• governmental laws, regulations and policies affecting our operations, including, without limitation, the IRA, as well as changes in such laws, regulations or policies or their interpretation, including, among others, changes in tariffs, tax laws and regulations internationally and in the U.S., the adoption of global minimum taxation requirements outside the U.S. generally effective in most jurisdictions since January 1, 2024, government cost-cutting measures and related impacts on, among other matters, government staffing, resources and ability to timely review and process regulatory or other submissions, and potential changes to existing tax laws, tariffs, or changes to other laws, regulations or policies in the U.S., including by the U.S. Presidential administration and Congress, as well as in other countries;
# Risks Related to Intellectual Property, Technology and Cybersecurity
• the risk that our currently pending or future patent applications may not be granted on a timely basis or at all, or any patent-term extensions that we seek may not be granted on a timely basis, if at all;
• risks to our products, patents and other intellectual property, such as: (i) claims of invalidity that could result in loss of patent coverage; (ii) claims of patent infringement, including asserted and/or unasserted intellectual property claims; (iii) claims we may assert against intellectual property rights held by third parties; (iv) challenges faced by our collaboration or licensing partners to the validity of their patent rights; or (v) any pressure from, or legal or regulatory action by, various stakeholders or governments that could potentially result in us not seeking intellectual property protection or agreeing not to enforce or being restricted from enforcing intellectual property rights related to our products, including Comirnaty and Paxlovid;
• any significant breakdown or interruption of our information technology systems and infrastructure (including cloud services);
• any business disruption, theft of confidential or proprietary information, security threats on facilities or infrastructure, extortion or integrity compromise resulting from a cyber-attack, which may include those using adversarial AI techniques, or other malfeasance by, but not limited to, nation states, employees, business partners or others; and
• risks and challenges related to the use of software and services that include AI-based functionality and other emerging technologies.
# ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
nformation required by this item is incorporated by reference from the discussion in the Analysis of Financial Condition, Liquidity, Capital Resources and Market Risk section within MD&A of our 2024 Form 10-K.
# ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.
During our most recent fiscal quarter, there has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) nd 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
# PART II. OTHER INFORMATION
# ITEM 1. LEGAL PROCEEDINGS
Certain legal proceedings in which we are involved are discussed in Note 12A.
# ITEM 1A. RISK FACTORS
We refer to the Overview of Our Performance, Operating Environment, Strategy and Outlook—Our Operating Environment and —The Global Economic Environment sections and the Forward-Looking Information and Factors That May Affect Future Results section within MD&A of this Form 10-Q and of our 2024 Form 10-K and to the Item 1A. Risk Factors section of our 2024 Form 10-K.
# ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following summarizes purchases of our common stock during the first quarter of 2025:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | Approximate Value of Shares That May YetBe Purchased Under the |
| Period | Total Number of Shares Purchased(a) | | Average Price Paid per Share(a) | Purchased as Part of Publicly Announced Plan | Plan(b) |
| January 1through January 26,2025 | 25,387 | | 26.65 | 一 | 3,292,882,444 |
| January 27 through February 23,2025 | 1,107,921 | $ $ | 26.29 | 一 | 3,292,882,444 |
| February 24 through March 30,2025 | 8,191,799 | $ | 26.23 | | 3,292,882,444 |
| Total | 9,325,107 | $ | 26.24 | | |
(a) Represents (i) 9,321,821 shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive programs and (ii) the open market purchase by the trustee of 3,286 shares of common stock in connection with the reinvestment of dividends paid on common stock held in trust for employees who deferred receipt of performance share awards.
(b) See Note $\_ { I 2 }$ in our 2024 Form 10-K.
# ITEM 5. OTHER INFORMATION
During the three months ended March 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
# ITEM 6. EXHIBITS
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
# Exhibit 32.2
Exhibit 101: EX-101.INS
EX-101.SCH EX-101.CAL EX-101.LAB EX-101.PRE EX-101.DEF Exhibit 104
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Inline XBRL Taxonomy Extension Calculation Linkbase Inline XBRL Taxonomy Extension Label Linkbase Inline XBRL Taxonomy Extension Presentation Linkbase Inline XBRL Taxonomy Extension Definition Document
Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
# SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
| --- |
| Pfizer Inc. |
| (Registrant) |
| |
| /s/JenniferB.Damico |
| Jennifer B.Damico |
| Senior Vice President and Controller |
| (Principal Accounting Officer and Duly Authorized Officer) |
# Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Albert Bourla, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Pfizer Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
egistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2025
$/ \\mathrm { { s } / \\mathrm { { \\Omega } } }$ ALBERT BOURLA
Albert Bourla
Chairman and Chief Executive Officer
# Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David M. Denton, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Pfizer Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
egistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2025
/s/ DAVID M. DENTON
David M. Denton
Chief Financial Officer, Executive Vice President
# Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, Albert Bourla, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Pfizer Inc. for the fiscal quarter ended March 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and that the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of Pfizer Inc.
# $/ \\mathrm { s } /$ ALBERT BOURLA
Albert Bourla Chairman and Chief Executive Officer
May 5, 2025
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
# Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, David M. Denton, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Pfizer Inc. for the fiscal quarter ended March 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and that the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of Pfizer Inc.
$/ \\mathrm { { s } / \\mathrm { { \\Omega } } }$ DAVID M. DENTON
David M. Denton
Chief Financial Officer, Executive Vice President
May 5, 2025
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
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