XML 21 R10.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Acquisition and Equity-Method Investment
6 Months Ended
Jun. 30, 2024
Business Combinations and Equity Method Investments [Abstract]  
Acquisition and Equity-Method Investment Acquisition and Equity-Method Investment
A. Acquisition
Seagen––On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $229 per share in cash. The total fair value of the consideration transferred was $44.2 billion ($43.4 billion, net of cash acquired). The combination of certain Pfizer and Seagen entities may be pending in various jurisdictions and integration is subject to completion of various local legal and regulatory steps.
The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date, including adjustments made in the first six months of 2024 (measurement period adjustments) with a corresponding change to goodwill. The estimated values are not yet finalized (see below) and are subject to change, which could be significant. We will finalize the amounts recognized as soon as possible but no later than one year from the acquisition date.
(MILLIONS)
Amounts Recognized
as of Acquisition Date
(as previously reported as of December 31, 2023)
Measurement Period Adjustments(a)
Amounts Recognized as of Acquisition Date (as adjusted)
Working capital, excluding inventories
$736 $(184)$552 
Inventories(b)
4,195 (891)3,304 
Property, plant and equipment524 (233)291 
Identifiable intangible assets, excluding in-process research and development(c)
7,970 (575)7,395 
In-process research and development20,800 (50)20,750 
Other noncurrent assets174 (106)67 
Net income tax accounts
(6,123)1,313 (4,810)
Other noncurrent liabilities(167)50 (117)
Total identifiable net assets28,108 (677)27,431 
Goodwill16,126 677 16,803 
Net assets acquired/total consideration transferred$44,234 $— $44,234 
(a)The changes in the estimated fair values are primarily to better reflect market participant assumptions about facts and circumstances existing as of the acquisition date. The measurement period adjustments did not result from intervening events subsequent to the acquisition date.
(b)As adjusted, comprised of $1.2 billion current inventories and $2.1 billion noncurrent inventories.
(c)As adjusted, comprised mainly of $6.9 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.
The measurement period adjustments did not have a material impact on our earnings.
The following items are subject to change:
Amounts for certain balances included in working capital (excluding inventories), and certain legal contingencies, pending receipt of certain information that could affect provisional amounts recorded. We do not believe any adjustments for legal contingencies will have a material impact on our consolidated financial statements.
Amounts for identifiable intangible assets, inventories, contractual commitments, PP&E, and operating lease right-of-use assets and liabilities, pending finalization of valuation efforts and the completion of certain physical inventory counts.
Amounts for income tax assets, receivables and liabilities, pending the filing of Seagen’s pre-acquisition tax returns and the receipt of information, including but not limited to that from taxing authorities, which may change certain estimates and assumptions used.
The following table provides unaudited U.S. GAAP supplemental pro forma information as if the acquisition of Seagen had occurred on January 1, 2022:
Unaudited Supplemental
Pro Forma Consolidated Results
Three Months EndedSix Months Ended
(MILLIONS, EXCEPT PER SHARE DATA)July 2,
2023
July 2,
2023
Revenues$13,611 $32,616 
Net income attributable to Pfizer Inc. common shareholders
1,389 6,040 
Diluted earnings per share attributable to Pfizer Inc. common shareholders
0.24 1.06 
The unaudited supplemental pro forma consolidated results do not purport to reflect what the combined company’s results of operations would have been had the acquisition occurred on January 1, 2022, nor do they project the future results of operations of the combined company or reflect the expected realization of any cost savings associated with the acquisition. The actual results of operations of the combined company may differ significantly from the pro forma adjustments reflected here due to many factors.
The unaudited supplemental pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and the liabilities assumed from Seagen. The historical U.S. GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments for the three and six months ended July 2, 2023:
Additional amortization expense of approximately $143 million and $285 million, respectively, related to the preliminary estimate of the fair value of identifiable intangible assets acquired.
Additional expense related to the preliminary estimate of the fair value adjustment to acquisition-date inventory estimated to have been sold of approximately $224 million and $449 million, respectively.
Additional estimated interest expense of approximately $303 million and $791 million, respectively, related to the debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.
Elimination of interest income of approximately $263 million and $330 million, respectively, associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially fund the acquisition.
The above adjustments were then adjusted for the applicable tax impact using an estimated weighted-average statutory tax rate applied to the applicable pro forma adjustments.
B. Equity-Method Investment
Haleon––We owned 32% of Haleon as of December 31, 2023. In March 2024, we sold approximately 30% of our investment in Haleon through the sale of 791 million ordinary shares in a global public offering, and the sale of 102 million ordinary shares directly to Haleon for total consideration of $3.5 billion. We recognized a gain on the sale of our Haleon shares of $150 million during the first quarter of 2024 in Other (income)/deductions––net (see Note 4). After the share sale, we owned approximately 23% of the outstanding voting shares of Haleon as of June 30, 2024.
The fair value of our investment in Haleon as of June 30, 2024, based on quoted market prices of Haleon stock, was $8.4 billion. Haleon is a foreign investee whose reporting currency is the U.K. pound, and therefore we translate its financial statements into U.S. dollars and recognize the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income. We record our share of earnings from Haleon on a quarterly basis on a one-quarter lag in Other (income)/deductions––net.
The following table summarizes the change in the carrying value of our investment in Haleon:
Three Months EndedSix Months Ended
(MILLIONS)June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
Beginning carrying value reported in Equity-method investments
$7,922 $10,980 $11,451 $10,824 
Carrying value of shares sold
— — (3,312)— 
Dividends
(157)(88)(157)(88)
Currency translation adjustments and other(a)
185 (130)274 
Basis difference adjustments and amortization(b), (c)
(1)— (101)(1)
Pfizer share of Haleon investee capital transaction(b), (d)
(91)— (91)— 
Pfizer share of Haleon earnings(b)
121 151 136 219 
Ending carrying value reported in Equity-method investments
$7,796 $11,228 $7,796 $11,228 
(a)See Note 6.
(b)Included in Other (income)/deductions––net.
(c)Adjustments in the six months ended June 30, 2024 are associated with (i) the impact of Haleon’s brand divestitures and impairments of intangible assets and (ii) changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities. See Note 4.
(d)Amounts for the three and six months ended June 30, 2024 relate to Pfizer’s share of an investee capital transaction recognized by Haleon for treasury stock Haleon purchased in the first quarter of 2024.

Summarized financial information for Haleon for the three and six months ending March 31, 2024, the most recent period available, and for the three and six months ending March 31, 2023, is as follows:
Three Months EndedSix Months Ended
(MILLIONS)March 31,
2024
March 31,
2023
March 31,
2024
March 31,
2023
Net sales$3,699 $3,627 $7,133 $6,889 
Cost of sales(1,370)(1,392)(2,966)(2,888)
Gross profit$2,329 $2,235 $4,167 $4,001 
Income from continuing operations559 504 618 730 
Net income559 504 618 730 
Income attributable to shareholders536 473 583 684