*Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Plan Participants and Savings Plan Committee Wyeth Union Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for plan benefits of the Wyeth Union Savings Plan (the Plan) as of December 31, 2020 and 2019, the related statement of changes in net assets available for plan benefits for the year ended December 31, 2020, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for plan benefits for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Accompanying Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ KPMG LLP
We have served as the Plan’s auditor since 2009.
Memphis, Tennessee June 7, 2021
1
WYETH UNION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31,
(THOUSANDS OF DOLLARS)
2020
2019
Assets
Investments, at fair value
Pfizer Inc. common stock
$
1,169
$
1,224
Viatris Inc. common stock
74
—
Common/collective trust funds
30,500
29,166
Mutual funds
1,581
1,566
Total investments, at fair value
33,323
31,956
Receivables
Participant contributions
2
—
Company contributions
1
—
Notes receivable from participants
216
228
Interest and other
19
21
Total receivables
238
249
Total assets
33,561
32,205
Liabilities
Payable for securities purchased
31
—
Net assets available for plan benefits
$
33,530
$
32,205
Amounts may not add due to rounding.
See accompanying Notes to Financial Statements.
2
WYETH UNION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(THOUSANDS OF DOLLARS)
Year Ended December 31, 2020
Additions/(reductions) to net assets attributed to:
Investment income
Net appreciation in investments
$
3,975
Pfizer Inc. common stock dividends
48
Interest and dividend income from other investments
231
Total investment income
4,254
Interest income from notes receivable from participants
16
Less: Investment management, redemption and loan fees
(3)
Net investment and interest income
4,266
Contributions
Participant
142
Company
40
Total contributions
182
Net additions
4,448
Deductions from net assets attributed to:
Benefits paid to participants
3,123
Net increase
1,325
Net assets available for plan benefits
Beginning of year
32,205
End of year
$
33,530
Amounts may not add due to rounding.
See accompanying Notes to Financial Statements.
3
WYETH UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan and Recent Transactions and Events
The following description of the Wyeth Union Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan available to all eligible employees, as defined in the Plan and whose employment is covered by a collective bargaining agreement that provides for their participation. Effective June 1, 2021, there are no participants actively contributing to the Plan. See Note 8 for further information.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code of 1986, as amended (the Code).
Recent Transactions and Events Impacting the Plan
Effective April 1, 2020, the Plan adopted certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) due to the COVID-19 global pandemic, which allows participants to take special withdrawals and defer loan repayments as permitted under the CARES Act.
On November 16, 2020, Pfizer Inc. (the Company or Plan Sponsor) completed a spin-off and the combination of the Upjohn Business, the Company’s global, primarily off-patent branded generics business, with Mylan N.V. (Mylan) to form Viatris, Inc. (Viatris). As a result, the Plan was amended in November 2020 and established the Viatris stock fund that received the special dividend paid to shareholders of Pfizer Inc. common stock in the form of Viatris common stock. The Savings Plan Committee of the Company appointed Gallagher Fiduciary Advisors, LLC (Gallagher) as an independent fiduciary and investment manager for the Viatris stock fund. The Viatris stock fund is frozen to new contributions and investment elections as of November 16, 2020 and shall cease to be an investment fund offered to participants of the Plan on September 30, 2021, or another date directed by Gallagher, and the Viatris stock fund will be liquidated at that time.
Plan Administration
The Plan is administered by the Savings Plan Committee (the Plan Administrator) of Pfizer Inc., the named fiduciary of the Plan. The Plan Administrator monitors and reports on (i) the selection and termination of the trustee, custodian, investment managers and other service providers to the Plan and (ii) the investment activity and performance of the Plan, with the exclusion of the Company stock funds, which are reviewed by an independent fiduciary appointed by the Savings Plan Committee.
Administrative Costs
In general, costs and expenses of administering the Plan are paid and absorbed by the Plan or the Plan Sponsor. The Plan’s administrative expenses may be paid for through offsets and/or payments associated with one or more of the Plan’s investment options. Investment management or related fees associated with certain investment fund options are paid by participants.
Contributions
Participants may contribute up to 16% of their eligible compensation on a before-tax basis, an after-tax basis or a combination of both. The Company makes a matching contribution equal to 50% of the first 6% of the participant’s eligible compensation. Participant contributions in excess of 6% are not matched. Matching contributions are made with each payroll contribution. Participants who have attained age 50 before the end of the Plan’s year are eligible to make catch-up contributions; however, these contributions are not matched. Effective June 1, 2021, there are no Participants actively contributing to the Plan. See Note 8 for further information.
Under the Code, salary deferral contributions, total annual contributions and the amount of compensation that may be included for Plan purposes are subject to annual limitations; any excess contributions are refunded to participants in the following year, if applicable.
4
WYETH UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Participant Accounts
Each participant's account is credited with the participant's contributions, the Company's contributions and an allocation of Plan earnings/(losses). Allocations are based on participants’ account balances, as defined in the Plan.
Vesting
Participants are fully vested at all times in their before-tax and after-tax contributions, rollover contributions and all earnings/(losses) thereon. A participant is also fully vested in Company matching contributions if the participant has at least five years of vesting service, as defined in the Plan. If a participant has less than five years of continuous service, such participant becomes vested in the Company matching contributions and all earnings/(losses) thereon according to the following schedule:
Years of Vesting Service
Vesting Percentage
1 year completed
0%
2 years completed
25%
3 years completed
50%
4 years completed
75%
5 years completed
100%
Regardless of the number of years of vesting service, participants are fully vested in their Company matching contributions account upon reaching age 65 or upon death, if earlier. If a participant’s employment is terminated prior to fully vesting, the non-vested portion of the Company matching contributions and all earnings thereon are forfeited and become available to satisfy future Company matching contributions.
Forfeited Amounts
Forfeited amounts of terminated participants are generally used to reduce future Company contributions. At December 31, 2020 and 2019, the market value of the forfeiture account in the Plan totaled approximately $122,000 and $101,000, respectively. In 2020 and 2019, no forfeited amounts were used to reduce Company contributions.
Rollovers into the Plan
Participants may elect to roll over one or more account balances from qualified plans, as well as from the Wyeth Coordinated Bargaining Retirement Plan – U.S. (a Company-sponsored defined benefit plan), into the Plan.
Investment Options
Each participant in the Plan elects to have his or her contributions and Company matching contributions invested in any one or a combination of investment funds in the Plan. Investment elections must be made in 1% increments. Transfers between funds must be made in whole percentages and may be made on a daily basis. Based on the investment option, certain short-term redemption fees may apply. Any contributions for which the participant does not provide investment direction are invested in the participant’s Qualified Default Investment Alternative (QDIA), which is the Vanguard Target Retirement Fund based on the participant’s year of birth.
Eligibility
Employees become eligible to participate after they have completed 30 days of employment, as defined by the Plan, and whose employment is covered by a collective bargaining agreement that provides for their participation.
Notes Receivable from Participants
Participants may borrow from their account balances with the interest rate set at 1% above the prime rate. The minimum amount a participant may borrow is $1,000 and the maximum amount is the lesser of (i) 50% of the account balance reduced by any current outstanding loan balance or (ii) $50,000, reduced by the highest outstanding loan balance in the preceding 12 months. Loans must be repaid within five years, unless the funds are used to purchase a primary residence. Primary residence loans must be repaid within 15 years. Interest rates on outstanding loans ranged from 4.25% to 9.25% at December 31, 2020 and 2019. Under the provisions of the CARES Act described above, participants could elect to defer loan
5
WYETH UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
repayments for up to one year from the period beginning March 27, 2020 to December 31, 2020. Additionally, participants did not default on loans during this same period due to the adoption of the CARES Act.
Interest paid by the participant is credited to the participant's account. Interest income from notes receivable from participants is recorded by the trustee as earned in the investment funds in the same proportion as the original loan issuance. Repayments may not necessarily be made to the same fund from which the amounts were borrowed. Repayments are credited to the applicable funds based on the participant’s investment elections at the time of repayment.
In the event of termination of employment, participants will have 90 days to repay the outstanding loan balance or to set up recurring monthly payments before it is considered a distribution and subject to ordinary income tax in the year it is considered distributed. In addition, a 10% excise tax will generally apply if the participant is younger than age 59½ at the time the distribution occurs.
Payment of Benefits
Participants are entitled to receive distributions upon termination, and may be able to take voluntary, in-service withdrawals, which include hardship withdrawals. Mandatory distributions are made in accordance with Plan provisions.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.
Some amounts in the financial statements, notes to financial statements and supplemental schedule of the Plan may not add due to rounding.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Common stock is valued at the closing market price on the last business day of the year. Mutual funds are recorded at fair value based on the closing market prices obtained from national exchanges of the underlying investments of the respective fund as of the last business day of the year. Common/collective trust funds are stated at redemption value as determined by the trustees of such funds based upon the underlying securities stated at fair value on the last business day of the year. The Plan generally has the ability to redeem its investments at the net asset value (NAV) at the valuation date. There are no significant restrictions, redemption terms or holding periods that would limit the ability of the Plan or the participants to transact at the NAV.
See Note 4 for additional information regarding the fair value of the Plan’s investments.
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. The net appreciation/(depreciation) in the fair value of investments consists of the realized gains or losses on the sales of investments and the net unrealized appreciation/(depreciation) of investments.
Notes Receivable from Participants
Notes receivable from participants, which are subject to various interest rates, are recorded at amortized cost.
Payment of Benefits
Benefits are recorded when paid.
6
WYETH UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. Tax Status
The Internal Revenue Service (IRS) has determined and informed the Plan Sponsor by letter dated October 6, 2017 that the Plan and related trust are designed in accordance with the applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Company's counsel believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Accordingly, no provision has been made for U.S. federal income taxes in the accompanying financial statements.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Company’s counsel has confirmed that there are no uncertain positions taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is generally no longer subject to income tax examinations for years prior to 2017.
4. Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs to fair value measurements - Level 1 meaning the use of quoted prices for identical instruments in active markets; Level 2 meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and Level 3 meaning the use of unobservable inputs.
See Note 2 for information regarding the methods used to determine the fair value of the Plan’s investments. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value:
Fair Value as of December 31, 2020
(THOUSANDS OF DOLLARS)
Level 1
Level 2
Total
Pfizer Inc. common stock
$
1,169
$
—
$
1,169
Viatris Inc. common stock
74
—
74
Common/collective trust funds
—
30,500
30,500
Mutual funds
1,581
—
1,581
Total
$
2,823
$
30,500
$
33,323
Fair Value as of December 31, 2019
(THOUSANDS OF DOLLARS)
Level 1
Level 2
Total
Pfizer Inc. common stock
$
1,224
$
—
$
1,224
Common/collective trust funds
—
29,166
29,166
Mutual funds
1,566
—
1,566
Total
$
2,790
$
29,166
$
31,956
Amounts may not add due to rounding.
5. Related Party Transactions and Party-In-Interest Transactions
Northern Trust, the trustee of the Plan, manages investments in its sponsored funds and, therefore, is deemed a party-in-interest and a related party. Fidelity, the recordkeeper of the Plan, manages investments in its sponsored funds and, therefore, is deemed a party-in-interest and a related party. In November 2020, the Plan was amended in connection with the spin-off and the combination of Pfizer’s Upjohn Business with Mylan and the Viatris stock fund was established (see Note 1 for additional information). The Plan also invests in shares of the Plan Sponsor and Viatris; therefore, these transactions qualify as party-in-interest transactions.
7
WYETH UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, each participant shall be entitled to the full value of his or her account balance as though he or she had retired as of the date of such termination. No part of the invested assets established pursuant to the Plan will at any time revert to the Company, except as otherwise permitted under ERISA.
7. Risks and Uncertainties
Investment securities, including Pfizer Inc. common stock and Viatris common stock, are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in their fair values will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits.
8. Subsequent Events
The collective bargaining agreement that provided for participation in the Plan no longer covers eligible Company employees and effective June 1, 2021, eligible employees may participate in another defined contribution plan sponsored by the Company. There are currently no active participants in the Plan.
The Plan Sponsor has evaluated subsequent events from the statement of net assets available for plan benefits date through June 7, 2021, the date at which the financial statements were issued, and no additional events were noted which warrant adjustments to, or disclosure in, the financial statements.
9. Reconciliation of Financial Statements to Form 5500
Amounts allocated to withdrawing participants are recorded as benefits paid on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31st but not yet paid as of that date. Deemed distributions, representing withdrawing participants with outstanding loan balances for which no post-default payment activity has occurred, are not reported on Form 5500 in net assets available for plan benefits.
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
December 31,
(THOUSANDS OF DOLLARS)
2020
2019
Net assets available for plan benefits per the financial statements
$
33,530
$
32,205
Deemed distributions
(183)
(170)
Net assets available for plan benefits per Form 5500
$
33,347
$
32,035
The following is a reconciliation of benefits paid, including rollovers, to participants per the financial statements to the Form 5500:
(THOUSANDS OF DOLLARS)
Year Ended December 31, 2020
Benefits paid to participants, including rollovers, per the financial statements
$
3,123
Deemed distributions at end of year
183
Deemed distributions at beginning of year
(170)
Benefits paid to participants, including rollovers, per Form 5500
$
3,136
8
WYETH UNION SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2020
(THOUSANDS OF DOLLARS)
Identity of Issuer, Borrower, Lessor or Similar Party
Description of Investment
Rate of Interest
Maturity Date
Cost**
Current Value
*
Pfizer Inc. Common Stock
Common stock
$
1,169
*
Viatris Inc. Common Stock
Common stock
74
*
NTGI - S&P 500 Index Fund
Collective trust fund
11,983
*
NTGI - Russell 2000 Small Cap Index Fund
Collective trust fund
1,224
*
NTGI - Collective Government Short-Term
Investment Fund
Collective trust fund
66
BlackRock Mid Cap Equity Index Fund
Collective trust fund
261
BlackRock International Index Fund
Collective trust fund
12
*
Fidelity Large Cap Growth Fund
Collective trust fund
1,338
Oppenheimer Emerging Markets Equity Fund
Collective trust fund
189
Boston Partners Large Cap Value Equity Fund
Collective trust fund
47
T. Rowe Price Stable Value Common Trust Fund
Collective trust fund
9,161
Wellington International Research Equity ex
Emerging Markets Fund
Collective trust fund
734
Vanguard Target Retirement Income Trust Select
Collective trust fund
315
Vanguard Target Retirement 2015 Trust Select
Collective trust fund
66
Vanguard Target Retirement 2020 Trust Select
Collective trust fund
738
Vanguard Target Retirement 2025 Trust Select
Collective trust fund
741
Vanguard Target Retirement 2030 Trust Select
Collective trust fund
1,742
Vanguard Target Retirement 2035 Trust Select
Collective trust fund
202
Vanguard Target Retirement 2040 Trust Select
Collective trust fund
1,498
Vanguard Target Retirement 2045 Trust Select
Collective trust fund
43
Vanguard Target Retirement 2050 Trust Select
Collective trust fund
59
Vanguard Target Retirement 2055 Trust Select
Collective trust fund
78
Total common/collective trust funds
30,500
T. Rowe Price Small Cap Stock Fund
Mutual fund
219
Diversified Bond Fund - Core
Mutual fund
1,216
Diversified Bond Fund - High Yield
Mutual fund
73
Diversified Bond Fund - Emerging Markets
Mutual fund
73
Total mutual funds
1,581
Total investments
33,323
*
Notes receivable from participants
Interest Rates: 4.25% - 9.25%
216
Maturity Dates: 2021 - 2023
Total
$
33,539
* Party-in-interest as defined by ERISA
** Cost information omitted as all investments are fully participant-directed. This information is not required by ERISA or the Department of Labor to be reported for participant-directed investments
Amounts may not add due to rounding.
See accompanying Report of Independent Registered Public Accounting Firm.
Consent of Independent Registered Public Accounting Firm
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Savings Plan Committee have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
