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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In millions, except per-share data)

(Unaudited)

Three months ended March 31,
20252024
Revenues:
Product sales$7,873$7,118
Other revenues276329
Total revenues8,1497,447
Operating expenses:
Cost of sales2,9683,200
Research and development1,4861,343
Selling, general and administrative1,6871,808
Other830105
Total operating expenses6,9716,456
Operating income1,178991
Other income (expense):
Interest expense, net(723)(824)
Other income (expense), net1,518(235)
Income (loss) before income taxes1,973(68)
Provision for income taxes24345
Net income (loss)$1,730$(113)
Earnings (loss) per share:
Basic$3.22$(0.21)
Diluted$3.20$(0.21)
Weighted-average shares used in calculation of earnings (loss) per share:
Basic538536
Diluted541536

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)

Three months ended March 31,
20252024
Net income (loss)$1,730$(113)
Other comprehensive (loss) income, net of reclassification adjustments and taxes:
Gains (losses) on foreign currency translation adjustments57(24)
(Losses) gains on cash flow hedges(223)126
Other1(3)
Other comprehensive (loss) income, net of reclassification adjustments and taxes(165)99
Comprehensive income (loss)$1,565$(14)

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per-share data)

March 31, 2025December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$8,810$11,973
Trade receivables, net8,1326,782
Inventories6,7296,998
Other current assets3,2583,277
Total current assets26,92929,030
Property, plant and equipment, net6,6816,543
Intangible assets, net25,72427,699
Goodwill18,64518,637
Other noncurrent assets11,3889,930
Total assets$89,367$91,839
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$2,406$1,908
Accrued liabilities17,23417,641
Current portion of long-term debt3,3683,550
Total current liabilities23,00823,099
Long-term debt54,01356,549
Long-term deferred tax liabilities1,5101,616
Long-term tax liabilities2,4192,349
Other noncurrent liabilities2,2102,349
Contingencies and commitments (see Note 13)
Stockholders’ equity:
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding—537.7 shares in 2025 and 536.9 shares in 202433,57833,533
Accumulated deficit(27,140)(27,590)
Accumulated other comprehensive loss(231)(66)
Total stockholders’ equity6,2075,877
Total liabilities and stockholders’ equity$89,367$91,839

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per-share data)

(Unaudited)

Number of shares of common stockCommon stock and additional paid-in capitalAccumulated deficitAccumulated other comprehensive lossTotal
Balance as of December 31, 2024536.9$33,533$(27,590)$(66)$5,877
Net income——1,730—1,730
Other comprehensive loss, net of taxes———(165)(165)
Dividends declared on common stock ($2.38 per share)——(1,280)—(1,280)
Issuance of common stock in connection with equity award programs0.842——42
Stock-based compensation expense—85——85
Tax impact related to employee stock-based compensation expense—(82)——(82)
Balance as of March 31, 2025537.7$33,578$(27,140)$(231)$6,207
Number of shares of common stockCommon stock and additional paid-in capitalAccumulated deficitAccumulated other comprehensive lossTotal
Balance as of December 31, 2023535.4$33,070$(26,549)$(289)$6,232
Net loss——(113)—(113)
Other comprehensive income, net of taxes———9999
Dividends declared on common stock ($2.25 per share)——(1,208)—(1,208)
Issuance of common stock in connection with equity award programs1.034——34
Stock-based compensation expense—103——103
Tax impact related to employee stock-based compensation expense—(125)——(125)
Balance as of March 31, 2024536.4$33,082$(27,870)$(190)$5,022

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Three months ended March 31,
20252024
Cash flows from operating activities:
Net income (loss)$1,730$(113)
Noncash adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and other1,3871,399
Impairment of intangible assets80068
Stock-based compensation expense85103
Deferred income taxes(250)(401)
(Gains) losses on equity securities(1,295)515
Other items, net(50)(190)
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables, net(1,308)486
Inventories288806
Other assets(201)(89)
Accounts payable49723
Accrued income taxes, net104223
Long-term tax liabilities70(715)
Accrued liabilities(874)(1,054)
Accrued sales incentives and allowance486(316)
Other liabilities(78)(56)
Net cash provided by operating activities1,391689
Cash flows from investing activities:
Purchases of property, plant and equipment(411)(230)
Other(36)13
Net cash used in investing activities(447)(217)
Cash flows from financing activities:
Extinguishment of debt(301)(410)
Repayment of debt(2,500)—
Dividends paid(1,279)(1,208)
Other(27)(90)
Net cash used in financing activities(4,107)(1,708)
Decrease in cash and cash equivalents(3,163)(1,236)
Cash and cash equivalents at beginning of period11,97310,944
Cash and cash equivalents at end of period$8,810$9,708

See accompanying notes.

AMGEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(Unaudited)

1. Summary of significant accounting policies

Business

Amgen Inc. (including its consolidated subsidiaries, referred to as “Amgen,” “the Company,” “we,” “our” or “us”) is a global biotechnology pioneer that discovers, develops, manufactures and delivers innovative human therapeutics. We operate our business in one operating segment: human therapeutics. See Note 2, Segment and other information.

Basis of presentation

The interim unaudited financial information for the three months ended March 31, 2025 and 2024, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year.

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of consolidation

The condensed consolidated financial statements include the accounts of Amgen and its majority-owned subsidiaries. In determining whether we are the primary beneficiary of a variable interest entity, we consider whether we have both the power to direct activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. We do not have any significant interests in any variable interest entities of which we are the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior periods in the condensed consolidated financial statements and accompanying notes to conform with the current presentation.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Property, plant and equipment, net

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $10.6 billion and $10.4 billion as of March 31, 2025 and December 31, 2024, respectively.

Recent accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve income tax disclosure requirements by requiring more detailed information in several income tax disclosures, such as enhancing disclosure of income taxes paid and requiring disaggregation of the effective income tax rate reconciliation. The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2024. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

2. Segment and other information

We operate our business in one operating segment, which also represents one reportable segment: human therapeutics. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting.

The human therapeutics segment is engaged in the discovery, development, manufacturing and delivery of innovative medicines to fight some of the world’s toughest diseases. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (CODM). The CODM manages and allocates resources on a consolidated basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CODM for purposes of evaluating performance and allocating resources, which is reviewed on a consolidated basis.

As the Company’s CODM evaluates the financial performance of the Company’s human therapeutics segment on a consolidated basis, the measure of segment performance is net income, as reflected in the Condensed Consolidated Statements of Income (Loss). The CODM uses net income to allocate resources on a consolidated basis, which enables the CODM to both assess the overall level of resources available and optimize the distribution of resources across functions, therapeutic areas, regions and research and development programs in line with our long-term corporate-wide strategic goals. In addition, the CODM may also evaluate financial performance based on net income adjusted for certain items that are unusual and non-recurring. As the Company manages its assets on a consolidated basis, the measure of segment assets is total assets, as reflected in the Condensed Consolidated Balance Sheets. See Note 6, Investments, for further information regarding equity method investments, and Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows for further information regarding capital expenditures.

The following table provides segment revenues, significant segment expenses, other segment items, reported segment net income (loss) and a reconciliation of segment net income (loss) to the Company’s total consolidated net income (loss) for the three months ended March 31, 2025 and 2024 (in millions):

Three months ended March 31,
20252024
Revenues:
Product sales$7,873$7,118
Other revenues276329
Total revenues8,1497,447
Less:
Manufacturing cost of sales(1)(2)2,5282,814
Profit share and royalties in cost of sales(1)440386
Research and development(1)1,4861,343
Sales and marketing(1)1,0661,204
General and administrative(1)621604
Other segment items(3)(573)520
Equity in loss (income) of equity method investments11(27)
Interest income(126)(153)
Interest expense, net723824
Provision for income taxes24345
Segment net income (loss)1,730(113)
Reconciliation of profit or loss:
Adjustments and reconciling items——
Consolidated net income (loss)$1,730$(113)

(1) During both the three months ended March 31, 2025 and 2024, amortization of our finite-lived intangible assets was $1.2 billion, which was primarily included in Cost of sales in the Condensed Consolidated Statements of Income (Loss). In addition, during the three months ended March 31, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $209 million and $201 million, respectively.

(2) During the three months ended March 31, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $363 million and $693 million, respectively.

(3) Other segment items included in Segment net income (loss) primarily consisted of fair value adjustments on equity securities (see Note 6, Investments) and net impairment charges on intangible assets (see Note 8, Goodwill and other intangible assets).

3. Revenues

We operate our business in one operating segment: human therapeutics. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Revenues by product and by geographic area, based on customers’ locations, are presented below. The majority of ROW product sales relates to products sold in Europe.

Revenues were as follows (in millions):

Three months ended March 31,
20252024
U.S.ROWTotalU.S.ROWTotal
Prolia$720$379$1,099$657$342$999
Repatha343313656273244517
XGEVA360206566366195561
ENBREL50465105616567
EVENITY320122442236106342
Otezla34394437293101394
TEPEZZA365163814195424
BLINCYTO2739737015391244
Aranesp91249340100249349
KYPROLIS216108324234142376
Nplate201112313190127317
TEZSPIRE(1)285—285173—173
Vectibix135132267120127247
KRYSTEXXA236—236235—235
Other products(2)1,2703771,6479634101,373
Total product sales(3)$5,662$2,2117,873$4,973$2,1457,118
Other revenues276329
Total revenues$8,149$7,447

(1) TEZSPIRE is marketed by our collaborator AstraZeneca outside the United States.

(2) Consists of product sales of our non-principal products.

(3) Hedging gains and losses, which are included in product sales, were not material for the three months ended March 31, 2025 and 2024.

4. Income taxes

The effective tax rate for the three months ended March 31, 2025 was 12.3% compared with (66.2)% for the prior year period.

The increase in our effective tax rate for the three months ended March 31, 2025, was primarily due to the change in earnings mix as a result of net unrealized gains in the first quarter of 2025 compared to net unrealized losses in the first quarter of 2024 on equity investments (primarily BeiGene). See Note 6, Investments*—BeiGene, Ltd.* The effective tax rates differ from the federal statutory rate primarily due to the impact of the jurisdictional mix of income and expenses. Substantially all of the benefit to our effective tax rate from foreign earnings results from locations in which the Company has significant manufacturing operations, including Singapore, Ireland and Puerto Rico, a territory of the United States that is treated as a foreign jurisdiction for U.S. tax purposes. Our operations in Puerto Rico are subject to tax incentive grants through 2050 and the Company’s operations in Singapore are subject to a tax incentive grant through 2036. Effective January 1, 2024, selected individual countries, including the United Kingdom and EU member countries, have enacted the global minimum tax agreement. Additional countries, including Singapore, enacted the minimum tax agreement effective January 1, 2025. Singapore’s enactment of the agreement applies irrespective of the Company’s incentive grant. Our legal entities in such countries, along with their direct and indirect subsidiaries, are now subject to a 15% minimum tax rate on adjusted financial statement income. Our foreign earnings are also subject to U.S. tax at a reduced rate of 10.5%.

One or more of our legal entities file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. Our income tax returns are routinely examined by tax authorities in those jurisdictions. Significant disputes can arise and have arisen with tax authorities involving issues regarding the timing and amount of deductions, the use of tax credits and allocations of income and expenses among various tax jurisdictions because of differing interpretations of tax laws, regulations and relevant facts. Tax authorities, including the IRS, are becoming more aggressive and are particularly focused on such matters.

In 2017, we received an RAR and a modified RAR from the IRS for the years 2010–2012, proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico. We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office, but were unable to reach a resolution. In July 2021, we filed a petition in the U.S. Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012 that we received in May and July 2021, which seek to increase our U.S. taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $3.6 billion, plus interest. Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued on our foreign earnings.

In 2020, we received an RAR and a modified RAR from the IRS for the years 2013–2015, also proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico similar to those proposed for the years 2010–2012. We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office, but were unable to reach a resolution. In July 2022, we filed a petition in the U.S. Tax Court to contest a Notice for the years 2013–2015 that we previously reported receiving in April 2022 that seeks to increase our U.S. taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest. In addition, the Notice asserts penalties of approximately $2.0 billion. Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued on our foreign earnings.

We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit. We are contesting the 2010–2012 and 2013–2015 Notices through the judicial process. The two cases were consolidated in the U.S. Tax Court on December 19, 2022. The trial began on November 4, 2024 and concluded on January 17, 2025. With the conclusion of the trial, the parties will file post-trial briefs and make closing arguments in 2025. The Company expects a decision from the U.S. Tax Court no earlier than the second half of 2026.

We are currently under examination by the IRS for the years 2016–2018 with respect to issues similar to those for the 2010 through 2015 period. We believe that the IRS may also seek to continue to audit similar issues related to the allocation of income between the United States and the U.S. territory of Puerto Rico for years beyond 2018. In addition, we are under examination by a number of state and foreign tax jurisdictions.

Final resolution of these complex matters is not likely within the next 12 months. We continue to believe our accrual for income tax liabilities is appropriate based on past experience, interpretations of tax law, application of the tax law to our facts and judgments about potential actions by tax authorities; however, due to the complexity of the provision for income taxes and uncertain resolution of these matters, the ultimate outcome of any tax matters may result in payments substantially greater than amounts accrued and could have a material adverse impact on our condensed consolidated financial statements.

During the three months ended March 31, 2025, the gross amounts of our UTBs increased by $40 million as a result of tax positions taken during the current year. Substantially all of the UTBs as of March 31, 2025, if recognized, would affect our effective tax rate.

5. Earnings per share

The computation of basic EPS is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and dilutive potential common shares, which primarily include shares that may be issued under our stock option, restricted stock and performance unit award programs (collectively, dilutive securities), as determined by using the treasury stock method.

The computations for basic and diluted earnings (loss) per share were as follows (in millions, except per-share data):

Three months ended March 31,
20252024
Income (Numerator):
Net income (loss) for basic and diluted earnings (loss) per share$1,730$(113)
Shares (Denominator):
Weighted-average shares for basic earnings (loss) per share538536
Effect of dilutive securities3—
Weighted-average shares for diluted earnings (loss) per share541536
Basic earnings (loss) per share$3.22$(0.21)
Diluted earnings (loss) per share$3.20$(0.21)

For the three months ended March 31, 2025, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant. For the three months ended March 31, 2024, 5 million shares of employee stock-based awards were excluded from the computation of diluted loss per share because the effect would have been antidilutive due to the Company’s net loss during that period.

6. Investments

Available-for-sale investments

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of interest-bearing securities, which are classified as available for sale, by type of security were as follows (in millions):

Types of securities as of March 31, 2025Amortized costGross unrealized gainsGross unrealized lossesFair values
U.S. Treasury bills$997$—$—$997
Money market mutual funds7,182——7,182
Other short-term interest-bearing securities123——123
Total interest-bearing securities$8,302$—$—$8,302
Types of securities as of December 31, 2024Amortized costGross unrealized gainsGross unrealized lossesFair values
U.S. Treasury bills$997$—$—$997
Money market mutual funds10,354——10,354
Other short-term interest-bearing securities135——135
Total interest-bearing securities$11,486$—$—$11,486

The fair values of interest-bearing securities by location in the Condensed Consolidated Balance Sheets were as follows (in millions):

Condensed Consolidated Balance Sheets locationsMarch 31, 2025December 31, 2024
Cash and cash equivalents$8,302$11,486
Total interest-bearing securities$8,302$11,486

Cash and cash equivalents in the above table excludes bank account cash of $508 million and $487 million as of March 31, 2025 and December 31, 2024, respectively.

All interest-bearing securities as of March 31, 2025 and December 31, 2024, mature in one year or less. For the three months ended March 31, 2025 and 2024, interest income on these investments was $126 million and $153 million, respectively.

For the three months ended March 31, 2025 and 2024, realized gains and losses on interest-bearing securities were not material and were recorded in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss). The cost of securities sold is based on the specific-identification method.

The primary objective of our investment portfolio is to maintain safety of principal, prudent levels of liquidity and acceptable levels of risk. Our investment policy limits interest-bearing security investments to certain types of debt and money market instruments issued by institutions with investment-grade credit ratings, and it places restrictions on maturities and concentration by asset class and issuer.

Equity securities

BeiGene, Ltd.

As of March 31, 2025 and December 31, 2024, the fair values of our investment in BeiGene were $5.2 billion and $3.5 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2025 and 2024, we recognized an unrealized gain of $1.7 billion and an unrealized loss of $454 million, respectively, in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss).

Subject to certain exceptions or otherwise agreed to by BeiGene, while Amgen holds at least 5.0% of BeiGene’s outstanding common stock, (A) we may only sell our BeiGene equity investment via: (i) a registered public offering, (ii) a sale under Rule 144 of the Securities Act of 1933 (the “Securities Act”) or (iii) a private sale exempt from registration requirements under the Securities Act, and (B) we may not sell more than 5.0% of BeiGene’s outstanding common stock in any rolling 12-month period.

Other equity securities

Excluding our equity investments in BeiGene (discussed above) and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $291 million and $314 million as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2025 and 2024, net unrealized gains and losses on these publicly traded securities were not material. Additionally, net realized gains and losses on sales of publicly traded securities for the three months ended March 31, 2025 and 2024, were not material.

We held investments of $326 million and $319 million in equity securities without readily determinable fair values as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2025 and 2024, upward and downward adjustments on these securities were not material. Adjustments were based on observable price transactions. Net realized gains and losses on sales of securities without readily determinable fair values for the three months ended March 31, 2025 and 2024, were not material.

Equity method investments

Neumora Therapeutics, Inc.

As of March 31, 2025 and December 31, 2024, our ownership interests in Neumora were approximately 21.8% and 21.9%, respectively, and the fair values of our investment were $35 million and $375 million, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. Although our equity investment qualifies us for the equity method of accounting, we have elected the fair value option to account for our investment. Under the fair value option, changes in the fair value of the investment are recognized through earnings in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss) each reporting period. See Note 11, Fair value measurement. We believe the fair value option best reflects the economics of the underlying transaction. During the three months ended March 31, 2025, we recognized an unrealized loss of $340 million, compared to an unrealized loss of $117 million for the same period in the prior year.

We are contractually restricted from selling more than 5.0% of Neumora’s outstanding common stock in any rolling 12-month period for as long as we hold at least 10.0% of their outstanding common stock, subject to certain exceptions or otherwise agreed to by Neumora.

Limited partnerships

We held limited partnership investments of $252 million and $262 million as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. These investments, which are primarily investment funds of early-stage biotechnology companies, are accounted for by using the equity method of accounting and are measured by using our proportionate share of the net asset values of the underlying investments held by the limited partnerships as a practical expedient. These investments are typically redeemable only through distributions upon liquidation of the underlying assets. As of March 31, 2025, we had $147 million of unfunded additional commitments to be made for these investments during the next several years. For the three months ended March 31, 2025 and 2024, net unrealized gains and losses recognized from our limited partnership investments were not material.

7. Inventories

Inventories consisted of the following (in millions):

March 31, 2025December 31, 2024
Raw materials$841$818
Work in process3,9614,120
Finished goods1,9272,060
Total inventories$6,729$6,998

8. Goodwill and other intangible assets

Goodwill

The change in the carrying amount of goodwill was as follows (in millions):

Balance at December 31, 2024$18,637
Foreign currency translation adjustments8
Balance at March 31, 2025$18,645

Other intangible assets

Other intangible assets consisted of the following (in millions):

March 31, 2025December 31, 2024
Gross carrying amountsAccumulated amortizationOther intangible assets, netGross carrying amountsAccumulated amortizationOther intangible assets, net
Finite-lived intangible assets:
Developed-product-technology rights$47,824$(23,743)$24,081$48,611$(22,594)$26,017
Licensing rights3,875(3,425)4503,875(3,392)483
Marketing-related rights1,202(1,202)—1,202(1,202)—
Research and development technology rights1,387(1,254)1331,374(1,235)139
Total finite-lived intangible assets54,288(29,624)24,66455,062(28,423)26,639
Indefinite-lived intangible assets:
In-process research and development1,060—1,0601,060—1,060
Total other intangible assets$55,348$(29,624)$25,724$56,122$(28,423)$27,699

Developed-product-technology rights consists of rights related to marketed products acquired in business acquisitions. Licensing rights primarily consists of contractual rights to receive future milestone, royalty and profit-sharing payments; capitalized payments to third parties for milestones related to regulatory approvals to commercialize products; and upfront payments associated with royalty obligations for marketed products. Marketing-related rights primarily consists of rights related to the sale and distribution of marketed products. R&D technology rights pertains to technologies used in R&D that have alternative future uses.

In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027. The earlier than anticipated selection resulted in a decrease in the estimated future cash flows for the product in the United States. This selection represented a triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment. The Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate. The discounted cash flow analysis resulted in an intangible asset fair value of $4.0 billion as of March 31, 2025, which was lower than the carrying value of $4.8 billion and resulted in a partial impairment of both the gross and net carrying amounts. See Note 11, Fair value measurement. Based on the revised estimated cash flows, during the three months ended March 31, 2025, we recorded an intangible asset impairment charge of $800 million in Other operating expenses in the Condensed Consolidated Statements of Income (Loss).

IPR&D consists of R&D projects acquired in a business combination that are not complete at the time of acquisition due to remaining technological risks and/or lack of receipt of required regulatory approvals. We review IPR&D projects for impairment annually, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and upon the establishment of technological feasibility or regulatory approval.

During both the three months ended March 31, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $1.2 billion, which was primarily included in Cost of sales in the Condensed Consolidated Statements of Income (Loss). As of March 31, 2025, the total estimated future amortization of our finite-lived intangible assets for the remaining nine months ending December 31, 2025, and the years ending December 31, 2026, 2027, 2028, 2029 and 2030, was $3.1 billion, $3.7 billion, $3.7 billion, $2.8 billion, $2.2 billion and $2.1 billion, respectively.

9. Financing arrangements

Our borrowings consisted of the following (in millions):

March 31, 2025December 31, 2024
1.90% notes due 2025 (1.90% 2025 Notes)$—$500
5.25% notes due 2025 (5.25% 2025 Notes)—2,000
3.125% notes due 2025 (3.125% 2025 Notes)1,0001,000
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)811777
5.507% notes due 2026 (5.507% 2026 Notes)1,5001,500
2.60% notes due 2026 (2.60% 2026 Notes)1,2501,250
Term loan due October 20261,8001,800
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)614595
2.20% notes due 2027 (2.20% 2027 Notes)1,7241,724
3.20% notes due 2027 (3.20% 2027 Notes)1,0001,000
5.15% notes due 2028 (5.15% 2028 Notes)3,7503,750
1.65% notes due 2028 (1.65% 2028 Notes)1,2341,234
3.00% notes due 2029 (3.00% 2029 Notes)750750
4.05% notes due 2029 (4.05% 2029 Notes)1,2501,250
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)904876
2.45% notes due 2030 (2.45% 2030 Notes)1,2501,250
5.25% notes due 2030 (5.25% 2030 Notes)2,7502,750
2.30% notes due 2031 (2.30% 2031 Notes)1,2501,250
2.00% notes due 2032 (2.00% 2032 Notes)9871,001
3.35% notes due 2032 (3.35% 2032 Notes)1,0001,000
4.20% notes due 2033 (4.20% 2033 Notes)750750
5.25% notes due 2033 (5.25% 2033 Notes)4,2504,250
6.375% notes due 2037 (6.375% 2037 Notes)478478
6.90% notes due 2038 (6.90% 2038 Notes)254254
6.40% notes due 2039 (6.40% 2039 Notes)333333
3.15% notes due 2040 (3.15% 2040 Notes)1,5611,668
5.75% notes due 2040 (5.75% 2040 Notes)373373
2.80% notes due 2041 (2.80% 2041 Notes)646776
4.95% notes due 2041 (4.95% 2041 Notes)600600
5.15% notes due 2041 (5.15% 2041 Notes)729729
5.65% notes due 2042 (5.65% 2042 Notes)415415
5.60% notes due 2043 (5.60% 2043 Notes)2,7502,750
5.375% notes due 2043 (5.375% 2043 Notes)185185
4.40% notes due 2045 (4.40% 2045 Notes)2,2502,250
4.563% notes due 2048 (4.563% 2048 Notes)1,4151,415
3.375% notes due 2050 (3.375% 2050 Notes)1,6841,764
4.663% notes due 2051 (4.663% 2051 Notes)3,5413,541
3.00% notes due 2052 (3.00% 2052 Notes)820890
4.20% notes due 2052 (4.20% 2052 Notes)887895
4.875% notes due 2053 (4.875% 2053 Notes)1,0001,000
5.65% notes due 2053 (5.65% 2053 Notes)4,2504,250
2.77% notes due 2053 (2.77% 2053 Notes)940940
4.40% notes due 2062 (4.40% 2062 Notes)1,1601,165
March 31, 2025December 31, 2024
5.75% notes due 2063 (5.75% 2063 Notes)2,7502,750
Other notes due 2097100100
Total principal amount of debt58,94561,778
Unamortized bond discounts, premiums and issuance costs, net(1,345)(1,360)
Fair value adjustments(247)(343)
Other2824
Total carrying value of debt57,38160,099
Less current portion(3,368)(3,550)
Total long-term debt$54,013$56,549

There are no material differences between the effective interest rates and coupon rates of our notes, except for the 4.563% 2048 Notes, the 4.663% 2051 Notes and the 2.77% 2053 Notes, which have effective interest rates of 6.3%, 5.6% and 5.2%, respectively.

The Term loans have an interest rate of three-month SOFR plus 1.225%.

Debt repayments

During the three months ended March 31, 2025, debt repayments totaled $2.5 billion, compared to no debt repayments during the same period in the prior year.

Debt extinguishment

During the three months ended March 31, 2025, we repurchased an aggregate principal amount of our debt of $414 million, including portions of the 2.00% 2032 Notes, 3.15% 2040 Notes, 2.80% 2041 Notes, 3.375% 2050 Notes, 3.00% 2052 Notes, 4.20% 2052 Notes and 4.40% 2062 Notes, for an aggregate cost of $301 million, which resulted in a $111 million gain on extinguishment of debt. During the three months ended March 31, 2024, we repurchased an aggregate principal amount of our debt of $544 million, including portions of the 3.15% 2040 Notes, 2.80% 2041 Notes, 3.375% 2050 Notes, 3.00% 2052 Notes, 4.20% 2052 Notes and 4.40% 2062 Notes, for an aggregate cost of $410 million, which resulted in a $133 million gain on extinguishment of debt. Gains and losses on extinguishments of debt are recorded in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss).

Interest rate swap contracts

See Note 12, Derivative instruments, for a discussion of interest rate swap contracts related to certain of our notes.

10. Stockholders’ equity

Stock repurchase program

During the three months ended March 31, 2025 and 2024, we did not repurchase shares under our stock repurchase program. As of March 31, 2025, $6.8 billion of authorization remained available under the stock repurchase program.

Dividends

In March 2025, our Board of Directors declared a quarterly cash dividend of $2.38 per share, which will be paid in June 2025. In December 2024, our Board of Directors declared a quarterly cash dividend of $2.38 per share, which was paid in March 2025.

Accumulated other comprehensive income (loss)

The components of AOCI were as follows (in millions):

Foreign currency translation adjustmentsCash flow hedgesOtherAOCI
Balance as of December 31, 2024$(374)$287$21$(66)
Foreign currency translation adjustments57——57
Unrealized losses—(146)—(146)
Reclassification adjustments into earnings—(139)—(139)
Other——11
Income taxes—62—62
Balance as of March 31, 2025$(317)$64$22$(231)

Reclassifications out of AOCI and into earnings, including related income tax expenses, were as follows (in millions):

Three months ended March 31,
Components of AOCI20252024Condensed Consolidated Statements of Income (Loss) locations
Cash flow hedges:
Foreign currency forward contract gains$56$51Product sales
Cross-currency swap contract gains (losses)83(31)Other income (expense), net
13920Income (loss) before income taxes
(30)(4)Provision for income taxes
$109$16Net income (loss)

11. Fair value measurement

To estimate the fair values of our financial assets and liabilities, we use valuation approaches within a hierarchy that maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing an asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the sources of inputs as follows:

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
Level 2—Valuations for which all significant inputs are observable either directly or indirectly—other than Level 1 inputs
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement

The availability of observable inputs can vary among different types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

The fair values of each major class of the Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in millions):

Quoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Fair value measurement as of March 31, 2025, using:Total
Assets:
Available-for-sale securities:
U.S. Treasury bills$—$997$—$997
Money market mutual funds7,182——7,182
Other short-term interest-bearing securities—123—123
Equity securities5,482——5,482
Derivatives:
Foreign currency forward contracts—195—195
Total assets$12,664$1,315$—$13,979
Liabilities:
Derivatives:
Foreign currency forward contracts$—$44$—$44
Cross-currency swap contracts—417—417
Interest rate swap contracts—419—419
Contingent consideration obligations——104104
Total liabilities$—$880$104$984
Quoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Fair value measurement as of December 31, 2024, using:Total
Assets:
Available-for-sale securities:
U.S. Treasury bills$—$997$—$997
Money market mutual funds10,354——10,354
Other short-term interest-bearing securities—135—135
Equity securities4,188——4,188
Derivatives:
Foreign currency forward contracts—420—420
Total assets$14,542$1,552$—$16,094
Liabilities:
Derivatives:
Foreign currency forward contracts$—$8$—$8
Cross-currency swap contracts—483—483
Interest rate swap contracts—531—531
Contingent consideration obligations——106106
Total liabilities$—$1,022$106$1,128

Interest-bearing and equity securities

The fair values of our U.S. Treasury bills are determined by utilizing third-party pricing services, which obtain pricing data from active market makers and brokers. The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeiGene and Neumora, as of March 31, 2025 and December 31, 2024, are based on quoted market prices in active markets, with no valuation adjustment.

Derivatives

All of our foreign currency forward contracts, cross-currency swap contracts and interest rate swap contracts are with counterparties that have minimum credit ratings of A– or equivalent by S&P, Moody’s or Fitch. We estimate the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that uses an income-based industry-standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs, as applicable, include foreign currency exchange rates, SOFR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads. Certain inputs, when applicable, are at commonly quoted intervals. See Note 12, Derivative instruments.

Summary of the fair values of other financial instruments

Cash equivalents

The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

Borrowings

We estimate the fair values of our fixed-rate debt by using Level 2 inputs. As of March 31, 2025 and December 31, 2024, the aggregate fair values of our fixed-rate debt were $53.0 billion and $54.9 billion, respectively, and the carrying values of our fixed-rate debt were $55.6 billion and $58.3 billion, respectively. The estimates of the fair values of our term loans approximate their carrying values as of March 31, 2025 and December 31, 2024, as these debt instruments bear interest at floating rates.

During the three months ended March 31, 2025 and 2024, there were no transfers of assets or liabilities between fair value measurement levels. Except with respect to the partial impairment of the Otezla intangible asset as discussed in Note 8, Goodwill and other intangible assets, there were no material remeasurements of the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

12. Derivative instruments

The Company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. To reduce our risks related to such exposures, we use or have used certain derivative instruments, including foreign currency forward, foreign currency option, cross-currency swap, forward interest rate and interest rate swap contracts. We have designated certain of our derivatives as cash flow and fair value hedges; we also have derivatives not designated as hedges. We do not use derivatives for speculative trading purposes.

Cash flow hedges

We are exposed to possible changes in the values of certain anticipated foreign currency cash flows resulting from changes in foreign currency exchange rates primarily associated with our euro-denominated international product sales. The foreign currency exchange rate fluctuation exposure associated with cash inflows from our international product sales is partially offset by corresponding cash outflows from our international operating expenses. To further reduce our exposure, we enter into foreign currency forward contracts to hedge a portion of our projected international product sales up to a maximum of three years into the future; and at any given point in time, a higher percentage of nearer-term projected product sales is being hedged than in successive periods.

As of March 31, 2025 and December 31, 2024, we had outstanding foreign currency forward contracts with aggregate notional amounts of $7.3 billion and $7.2 billion, respectively. We have designated these foreign currency forward contracts, which are primarily euro based, as cash flow hedges. Accordingly, we record the unrealized gains and losses on these contracts in AOCI in the Condensed Consolidated Balance Sheets, and we reclassify them to Product sales in the Condensed Consolidated Statements of Income (Loss) in the same periods during which the hedged transactions affect earnings.

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term debt denominated in foreign currencies, we enter into cross-currency swap contracts. Under the terms of such contracts, we paid euros and pounds sterling and received U.S. dollars for the notional amounts at the inception of the contracts; and based on these notional amounts, we exchange interest payments at fixed rates over the terms of the contracts by paying U.S. dollars and receiving euros and pounds sterling. In addition, we will pay U.S. dollars to and receive euros and pounds sterling from the counterparties at the maturities of the contracts for these same notional amounts. The terms of these contracts correspond to the related hedged debt, thereby effectively converting the interest payments and principal repayment on the debt from euros and pounds sterling to U.S. dollars. We have designated these cross-currency swap contracts as cash flow hedges. Accordingly, the unrealized gains and losses on these contracts are recorded in AOCI in the Condensed Consolidated Balance Sheets and reclassified to Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss) in the same periods during which the hedged debt affects earnings.

The notional amounts and interest rates of our cross-currency swaps as of March 31, 2025, were as follows (notional amounts in millions):

Foreign currencyU.S. dollars
Hedged notesNotional amountsInterest ratesNotional amountsInterest rates
2.00% 2026 euro Notes€7502.0%$8333.9%
5.50% 2026 pound sterling Notes£4755.5%$7476.0%
4.00% 2029 pound sterling Notes£7004.0%$1,1114.6%

In connection with the anticipated issuance of long-term fixed-rate debt, we occasionally enter into forward interest rate contracts in order to hedge the variability in cash flows due to changes in the applicable U.S. Treasury rate between the time we enter into these contracts and the time the related debt is issued. Gains and losses on forward interest rate contracts, which are designated as cash flow hedges, are recognized in AOCI in the Condensed Consolidated Balance Sheets and are amortized into Interest expense, net, in the Condensed Consolidated Statements of Income (Loss) over the terms of the associated debt issuances. Amounts recognized in connection with forward interest rate contracts during the three months ended March 31, 2025 and 2024, and amounts expected to be recognized during the next 12 months are not material.

Unrealized gains and losses recognized in AOCI for our derivative instruments designated as cash flow hedges were as follows (in millions):

Three months ended March 31,
Derivatives in cash flow hedging relationships20252024
Foreign currency forward contracts$(212)$202
Cross-currency swap contracts66(24)
Total unrealized (losses) gains$(146)$178

Fair value hedges

To achieve a desired mix of fixed-rate and floating-rate debt, we enter into interest rate swap contracts that qualify for and are designated as fair value hedges. These interest rate swap contracts effectively convert fixed-rate coupons to floating-rate SOFR-based coupons over the terms of the related hedge contracts. As of both March 31, 2025 and December 31, 2024, we had interest rate swap contracts with an aggregate notional amount of $6.7 billion that hedge certain portions of our long-term debt issuances.

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income (Loss) the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk. If a hedging relationship involving an interest rate swap contract is terminated, the gain or loss realized on contract termination is recorded as an adjustment to the carrying value of the debt and amortized into Interest expense, net, over the remaining term of the previously hedged debt.

The hedged liabilities and related cumulative-basis adjustments for fair value hedges of those liabilities were recorded in the Condensed Consolidated Balance Sheets as follows (in millions):

Carrying amounts of hedged liabilities**(1)**Cumulative amounts of fair value hedging adjustments related to the carrying amounts of the hedged liabilities**(2)**
Condensed Consolidated Balance Sheets locationsMarch 31, 2025December 31, 2024March 31, 2025December 31, 2024
Current portion of long-term debt$1,051$1,045$51$45
Long-term debt$5,244$5,152$(298)$(388)

(1) Current portion of long-term debt includes $54 million and $56 million of carrying value with discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively. Long-term debt includes $219 million and $232 million of carrying value with discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively.

(2) Current portion of long-term debt includes $54 million and $56 million of hedging adjustments on discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively. Long-term debt includes $119 million and $132 million of hedging adjustments on discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively.

Impact of hedging transactions

The following tables summarize the amounts recorded in income and expense line items and the effects thereon from fair value and cash flow hedging, including discontinued hedging relationships (in millions):

Three months ended March 31, 2025
Product salesOther income (expense), netInterest expense, net
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income (Loss)$7,873$1,518$(723)
The effects of cash flow and fair value hedging:
Gains on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts$56$—$—
Cross-currency swap contracts$—$83$—
(Losses) gains on fair value hedging relationships—interest rate swap agreements:
Hedged items(1)$—$—$(96)
Derivatives designated as hedging instruments$—$—$112
Three months ended March 31, 2024
Product salesOther income (expense), netInterest expense, net
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income (Loss)$7,118$(235)$(824)
The effects of cash flow and fair value hedging:
Gains (losses) on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts$51$—$—
Cross-currency swap contracts$—$(31)$—
Gains (losses) on fair value hedging relationships—interest rate swap agreements:
Hedged items(1)$—$—$49
Derivatives designated as hedging instruments$—$—$(28)

(1) Gains (losses) on hedged items do not exactly offset losses (gains) on the related designated hedging instruments due to amortization of the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged debt for discontinued hedging relationships and the recognition of gains on terminated hedges when the corresponding hedged item was paid down in the period.

No portions of our cash flow hedge contracts were excluded from the assessment of hedge effectiveness. As of March 31, 2025, the amount of net gains on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was not material.

Derivatives not designated as hedges

To reduce our exposure to foreign currency fluctuations in certain assets and liabilities denominated in foreign currencies, we enter into foreign currency forward contracts that are not designated as hedging transactions. Most of these exposures are hedged on a month-to-month basis. As of March 31, 2025 and December 31, 2024, the total notional amounts of these foreign currency forward contracts were $41 million and $148 million, respectively. Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three months ended March 31, 2025 and 2024.

Fair values of derivatives

The fair values of derivatives included in the Condensed Consolidated Balance Sheets were as follows (in millions):

Derivative assetsDerivative liabilities
March 31, 2025Condensed Consolidated Balance Sheets locationsFair valuesCondensed Consolidated Balance Sheets locationsFair values
Derivatives designated as hedging instruments:
Foreign currency forward contractsOther current assets/ Other noncurrent assets$195Accrued liabilities/ Other noncurrent liabilities$44
Cross-currency swap contractsOther current assets/ Other noncurrent assets—Accrued liabilities/ Other noncurrent liabilities417
Interest rate swap contractsOther current assets/ Other noncurrent assets—Accrued liabilities/ Other noncurrent liabilities419
Total derivatives designated as hedging instruments195880
Total derivatives$195$880
Derivative assetsDerivative liabilities
December 31, 2024Condensed Consolidated Balance Sheets locationsFair valuesCondensed Consolidated Balance Sheets locationsFair values
Derivatives designated as hedging instruments:
Foreign currency forward contractsOther current assets/ Other noncurrent assets$420Accrued liabilities/ Other noncurrent liabilities$8
Cross-currency swap contractsOther current assets/ Other noncurrent assets—Accrued liabilities/ Other noncurrent liabilities483
Interest rate swap contractsOther current assets/ Other noncurrent assets—Accrued liabilities/ Other noncurrent liabilities531
Total derivatives designated as hedging instruments4201,022
Total derivatives$420$1,022

For additional information, see Note 11, Fair value measurement.

Our derivative contracts that were in liability positions as of March 31, 2025, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control. If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions. In such circumstances, the counterparties could request immediate settlement of these contracts for amounts that approximate the then current fair values of the contracts. In addition, our derivative contracts are not subject to any type of master netting arrangement, and amounts due either to or from a counterparty under the contracts may be offset against other amounts due either to or from the same counterparty only if an event of default or termination, as defined, were to occur.

The cash flow effects of our derivative contracts in the Condensed Consolidated Statements of Cash Flows are included in Net cash provided by operating activities, except for the settlement of notional amounts of cross-currency swaps, which are included in Net cash used in financing activities.

13. Contingencies and commitments

Contingencies

In the ordinary course of business, we are involved in various legal proceedings, government investigations and other matters that are complex in nature and have outcomes that are difficult to predict. See our Annual Report on Form 10-K for the year ended December 31, 2024, Part I, Item 1A. Risk Factors—Our business may be affected by litigation and government investigations. We describe our legal proceedings and other matters that are significant or that we believe could become significant in this footnote and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously.

Our legal proceedings involve various aspects of our business and a variety of claims, some of which present novel factual allegations and/or unique legal theories. In each of the matters described in this filing; and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, in which we could incur a liability, our opponents seek an award of a not-yet-quantified amount of damages or an amount that is not material. In addition, a number of the matters pending against us are at very early stages of the legal process, which in complex proceedings of the sort we face often extend for several years. As a result, none of the matters described in this filing; and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, in which we could incur a liability, have progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material. While it is not possible to accurately predict or determine the eventual outcomes of these matters, an adverse determination in one or more of these matters currently pending could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Certain recent developments concerning our legal proceedings and other matters are discussed below.

Repatha Patent Litigation

Unified Patent Court of the European Union (UPC)

On February 25, 2025, a hearing on the validity and infringement of European Patent No. 3,536,712 (the EP’712 Patent), which Sanofi Biotechnology SAS licensed from Regeneron Pharmaceuticals, Inc. (Regeneron), was held before the Dusseldorf Local Division of the UPC. The parties await the decision of the court.

On February 28, 2025, Sanofi and Regeneron filed the Statement of Case on European Patent No. 4,252,857.

On April 17, 2025, the Court of Appeals of the UPC canceled the oral hearing scheduled for May 22, 2025 on the appeal of the decision by the Central Division of the UPC to revoke Amgen’s European Patent No. 3,666,797 (the EP’797 Patent). This hearing will be rescheduled, and the parties have been invited to comment on the written decision of the European Patent Office Opposition Division rejecting Sanofi-Aventis and Regeneron’s opposition and concluding that the claims of the EP’797 Patent are valid.

European Patent Office

On March 12, 2025, following a hearing on Amgen’s opposition to Regeneron’s EP’712 Patent, the Opposition Division determined that the claims of the EP’712 Patent are valid, and issued its written decision on April 24, 2025. On April 25, 2025, Amgen filed a Notice of Appeal and request for expedited appeal proceedings.

A hearing was held beginning on March 31, 2025 on Sanofi-Aventis and Regeneron’s opposition against Amgen’s EP’797 Patent. On April 3, 2025, the Opposition Division determined the claims of the EP’797 Patent are valid. On April 16, 2025, Sanofi-Aventis and Regeneron filed Notices of Appeal and requested expedited appeal proceedings.

Japan

On April 15, 2025, the Intellectual Property High Court dismissed Amgen’s appeal in Amgen’s lawsuit against Sanofi K.K. seeking monetary compensation for past patent infringement.

Prolia/XGEVA Biologics Price Competition and Innovation Act (BPCIA) Litigation

Amgen Inc. et al. v. Samsung Bioepis Co. Ltd., et al.

The U.S. District Court for the District of New Jersey (the New Jersey District Court) scheduled a trial to begin on May 4, 2026.

Amgen Inc. et al. v. Fresenius Kabi USA, LLC et al.

The parties entered into a confidential settlement that resolves patent disputes related to Fresenius’ denosumab biosimilar products, including this litigation. On March 3, 2025, the parties filed a joint stipulation, and on March 7, 2025, the New Jersey District court entered an order dismissing all claims and affirmative defenses asserted in this litigation without prejudice. The confidential settlement allows Fresenius to launch its denosumab biosimilar products in the United States as early as June 30, 2025, and in Europe in November 2025.

In re: Denosumab Patent Litigation (Multidistrict Litigations)

The New Jersey District Court scheduled a claim construction hearing for all actions subject to the multidistrict litigation for November 12, 2025.

PAVBLU® (aflibercept-ayyh) Patent Litigation

On March 14, 2025, the U.S. Court of Appeals for the Federal Circuit affirmed the denial by the U.S. District Court for the Northern District of West Virginia of Regeneron’s motion for a preliminary injunction.

KYPROLIS*®* (carfilzomib) Abbreviated New Drug Application (ANDA) Patent Litigation

Onyx Therapeutics, Inc. v. Somerset Therapeutics, LLC

On April 24, 2025, Onyx Therapeutics, Inc. (Onyx Therapeutics, a wholly-owned subsidiary of Amgen), filed a lawsuit in the U.S. District Court for the District of Delaware (the Delaware District Court) against Somerset Therapeutics, LLC (Somerset) asserting infringement of U.S. Patent No. 7,737,112 (the ’112 Patent) based on Somerset’s submission of an ANDA seeking FDA approval to market a generic version of KYPROLIS. Onyx Therapeutics seeks an order from the Delaware District Court making any FDA approval of the defendant’s ANDA effective no earlier than the expiration of the ’112 Patent.

Antitrust Actions

Regeneron Pharmaceuticals, Inc. Antitrust Action

On April 10, 2025, the Delaware District Court denied Amgen’s motion for summary judgment. Trial is scheduled to begin on May 5, 2025.

Sandoz Inc. Antitrust Action

On April 11, 2025, Sandoz Inc. (Sandoz) filed a complaint in the U.S. District Court for the Eastern District of Virginia against Amgen Inc., Amgen Manufacturing Limited LLC, and Immunex Corporation claiming violations of the antitrust laws and tortious interference related to Amgen’s patent rights to ENBREL, and seeking damages, injunctive relief and attorneys’ fees. The factual allegations that form the basis for the claims of Sandoz’s complaint are substantially similar to those asserted in the lawsuit filed against Amgen in the same court by CareFirst of Maryland, Inc., Group Hospitalization and Medical Services, Inc., and CareFirst BlueChoice, Inc. See Antitrust Class Action—CareFirst of Maryland Antitrust Class Action in

Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

U.S. Tax Litigation and Related Matters

Amgen Inc. & Subsidiaries v. Commissioner of Internal Revenue

See Note 4, Income taxes, for discussion of the IRS tax dispute and the Company’s petitions in the U.S. Tax Court.

Securities Class Action Litigation (Roofers Local No. 149 Pension Fund)

Pursuant to the Case Management Plan and Scheduling Order set by the U.S. District Court for the Southern District of New York, the last day to file summary judgment motions is August 12, 2026.

Shareholder Derivative Action (Sieveking)

On April 2, 2025, Carolyn Sieveking and James P. Tierney filed a derivative action (the Sieveking Derivative Action) in the Delaware District Court purportedly on behalf of Amgen, against nominal defendant Amgen, Robert Bradway, Peter Griffith, Linda Louie and Amgen’s Board members during the relevant time period (the Sieveking Derivative Action). The complaint alleges claims for violations of Section 10(b), Rule 10b5 and Section 20(a) of the Securities Exchange Act of 1934, and breach of fiduciary duty.

The factual allegations that form the basis for the claims in the Sieveking Derivative Action is fundamentally the same as those asserted by the Roofers Local No. 149 Pension Fund.

ChemoCentryx, Inc. Securities Matters

Under the current schedule set by the U.S. District Court for the Northern District of California, the lead plaintiff’s summary judgment motion is due May 8, 2025. That motion and ChemoCentryx’s cross-motion for summary judgment will be fully briefed by July 3, 2025.

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