Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per-share data)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenues:
Product sales	$	9,137	$	8,151	$	25,781	$	23,310
Other revenues	420		352		1,104		1,028
Total revenues	9,557		8,503		26,885		24,338

Operating expenses:
Cost of sales	3,082		3,310		9,061		9,746
Research and development	1,900		1,450		5,130		4,240

Selling, general and administrative	1,720		1,625		5,098		5,218
Other	329		71		1,236		187
Total operating expenses	7,031		6,456		20,525		19,391

Operating income	2,526		2,047		6,360		4,947

Other income (expense):
Interest expense, net	(685)		(776)		(2,102)		(2,408)
Other income, net	2,080		1,830		3,204		1,288

Income before income taxes	3,921		3,101		7,462		3,827

Provision for income taxes	705		271		1,084		364

Net income	$	3,216	$	2,830	$	6,378	$	3,463

Earnings per share:
Basic	$	5.98	$	5.27	$	11.86	$	6.45
Diluted	$	5.93	$	5.22	$	11.77	$	6.40

Weighted-average shares used in calculation of earnings per share:
Basic	538		537		538		537
Diluted	542		542		542		541

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income	$	3,216	$	2,830	$	6,378	$	3,463
Other comprehensive income (loss), net of reclassification adjustments and taxes:
Gains on foreign currency translation adjustments	11		71		154		32
Gains (losses) on cash flow hedges	110		(253)		(512)		(76)

Other	1		1		2		(3)
Other comprehensive income (loss), net of reclassification adjustments and taxes	122		(181)		(356)		(47)
Comprehensive income	$	3,338	$	2,649	$	6,022	$	3,416

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per-share data)


	September 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	9,445	$	11,973

Trade receivables, net	8,490		6,782
Inventories	6,346		6,998
Other current assets	3,604		3,277
Total current assets	27,885		29,030

Property, plant and equipment, net	7,220		6,543
Intangible assets, net	23,139		27,699
Goodwill	18,676		18,637
Other noncurrent assets	13,221		9,930
Total assets	$	90,141	$	91,839

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,838	$	1,908
Accrued liabilities	16,800		17,641
Current portion of long-term debt	2,153		3,550
Total current liabilities	21,791		23,099

Long-term debt	52,434		56,549
Long-term deferred tax liabilities	1,458		1,616
Long-term tax liabilities	2,616		2,349
Other noncurrent liabilities	2,223		2,349

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—538.5 shares in 2025 and 536.9 shares in 2024	33,841		33,533
Accumulated deficit	(23,800)		(27,590)
Accumulated other comprehensive loss	(422)		(66)
Total stockholders’ equity	9,619		5,877
Total liabilities and stockholders’ equity	$	90,141	$	91,839

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per-share data)

(Unaudited)


	Three months ended September 30, 2025
	Number of shares of common stock	Common stock and additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance as of June 30, 2025	538.3	$	33,680	$	(25,708)	$	(544)	$	7,428

Net income	—	—		3,216		—		3,216
Other comprehensive income, net of taxes	—	—		—		122		122
Dividends declared on common stock ($2.38 per share)	—	—		(1,308)		—		(1,308)
Issuance of common stock in connection with equity award programs	0.2	46		—		—		46
Stock-based compensation expense	—	127		—		—		127
Tax impact related to employee stock-based compensation expense	—	(12)		—		—		(12)

Balance as of September 30, 2025	538.5	$	33,841	$	(23,800)	$	(422)	$	9,619


	Nine months ended September 30, 2025
	Number of shares of common stock	Common stock and additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance as of December 31, 2024	536.9	$	33,533	$	(27,590)	$	(66)	$	5,877

Net income	—	—		6,378		—		6,378
Other comprehensive loss, net of taxes	—	—		—		(356)		(356)
Dividends declared on common stock ($2.38 per share)	—	—		(2,588)		—		(2,588)
Issuance of common stock in connection with equity award programs	1.6	124		—		—		124
Stock-based compensation expense	—	369		—		—		369
Tax impact related to employee stock-based compensation expense	—	(185)		—		—		(185)

Balance as of September 30, 2025	538.5	$	33,841	$	(23,800)	$	(422)	$	9,619

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(In millions, except per-share data)

(Unaudited)


	Three months ended September 30, 2024
	Number of shares of common stock	Common stock and additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance as of June 30, 2024	537.2	$	33,204	$	(27,124)	$	(155)	$	5,925
Net income	—	—		2,830		—		2,830
Other comprehensive loss, net of taxes	—	—		—		(181)		(181)
Dividends declared on common stock ($2.25 per share)	—	—		(1,236)		—		(1,236)
Issuance of common stock in connection with equity award programs	0.3	67		—		—		67
Stock-based compensation expense	—	136		—		—		136
Tax impact related to employee stock-based compensation expense	—	(14)		—		—		(14)

Balance as of September 30, 2024	537.5	$	33,393	$	(25,530)	$	(336)	$	7,527


	Nine months ended September 30, 2024
	Number of shares of common stock	Common stock and additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance as of December 31, 2023	535.4	$	33,070	$	(26,549)	$	(289)	$	6,232

Net income	—	—		3,463		—		3,463
Other comprehensive loss, net of taxes	—	—		—		(47)		(47)
Dividends declared on common stock ($2.25 per share)	—	—		(2,444)		—		(2,444)
Issuance of common stock in connection with equity award programs	2.1	166		—		—		166
Stock-based compensation expense	—	396		—		—		396
Tax impact related to employee stock-based compensation expense	—	(239)		—		—		(239)

Balance as of September 30, 2024	537.5	$	33,393	$	(25,530)	$	(336)	$	7,527

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine months ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	6,378	$	3,463
Noncash adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	4,035		4,195
Impairment of intangible assets	1,200		129
Stock-based compensation expense	369		396
Deferred income taxes	(702)		(894)



Gains on equity securities	(2,712)		(717)
Other items, net	(101)		(139)
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables, net	(1,601)		(32)
Inventories	767		2,209
Other assets	(690)		(638)
Accounts payable	912		544
Accrued income taxes, net	(1,703)		(1,064)
Long-term tax liabilities	236		(561)
Accrued liabilities	(250)		(636)
Accrued sales incentives and allowance	2,297		536
Other liabilities	(80)		(72)
Net cash provided by operating activities	8,355		6,719
Cash flows from investing activities:





Purchases of property, plant and equipment	(1,216)		(725)

Other	(34)		81
Net cash used in investing activities	(1,250)		(644)
Cash flows from financing activities:

Extinguishment of debt	(683)		(659)
Repayment of debt	(5,000)		(3,600)

Dividends paid	(3,841)		(3,627)
Other	(109)		(122)
Net cash used in financing activities	(9,633)		(8,008)
Decrease in cash and cash equivalents	(2,528)		(1,933)
Cash and cash equivalents at beginning of period	11,973		10,944
Cash and cash equivalents at end of period	$	9,445	$	9,011

See accompanying notes.

AMGEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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 and nine months ended September 30, 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, and with the condensed consolidated financial statements and the notes thereto contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

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 $11.0 billion and $10.4 billion as of September 30, 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 expect the adoption of this new standard to result in incremental disclosures to the notes to our consolidated financial statements.

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.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs, including updating guidance on the recognition and measurement of costs incurred in connection with development and implementation activities related to internal-use software. The standard is effective for all entities for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this new standard on our consolidated financial statements and related disclosures.

2. Segment and other information

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. 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 R&D 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 and reported segment net income for the Company’s one reportable segment, as well as a reconciliation of segment net income to the Company’s total consolidated net income for the three and nine months ended September 30, 2025 and 2024 (in millions):


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenues:
Product sales	$	9,137	$	8,151	$	25,781	$	23,310
Other revenues	420		352		1,104		1,028
Total revenues	9,557		8,503		26,885		24,338

Less:
Manufacturing cost of sales(1)(2)	2,508		2,852		7,520		8,491
Profit share and royalties in cost of sales(1)	574		458		1,541		1,255
Research and development(1)	1,900		1,450		5,130		4,240
Sales and marketing(1)	1,097		1,117		3,300		3,532
General and administrative(1)	623		508		1,798		1,686
Other segment items(3)	(1,642)		(1,661)		(1,676)		(696)
Equity in (income) loss of equity method investments	(10)		28		19		(11)
Interest income	(99)		(126)		(311)		(394)
Interest expense, net	685		776		2,102		2,408
Provision for income taxes	705		271		1,084		364
Segment net income	3,216		2,830		6,378		3,463
Reconciliation of profit or loss:
Adjustments and reconciling items	—		—		—		—
Consolidated net income	$	3,216	$	2,830	$	6,378	$	3,463

(1) During the three months ended September 30, 2025 and 2024, amortization of our finite-lived intangible assets was $1.1 billion and $1.2 billion, respectively. During the nine months ended September 30, 2025 and 2024, amortization of our finite-lived intangible assets was $3.4 billion and $3.6 billion, respectively. Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income. In addition, during the three months ended September 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $232 million and $198 million, respectively. During the nine months ended September 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $661 million and $601 million, respectively.

(2) During the three months ended September 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $338 million and $661 million, respectively. During the nine months ended September 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $1.0 billion and $2.0 billion, respectively.

(3) Other segment items included in Segment net income 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, 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. Revenues by product and by geographic area, based on customers’ locations, are presented below. A substantial portion of ROW product sales relates to products sold in Europe.

Revenues were as follows (in millions):


	Three months ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Prolia	$	806	$	333	$	1,139	$	683	$	362	$	1,045
Repatha	442		352		794		281		286		567
ENBREL	574		6		580		817		8		825
Otezla	473		112		585		460		104		564
XGEVA	357		182		539		373		168		541
EVENITY	417		124		541		289		110		399
TEPEZZA	518		42		560		482		6		488
BLINCYTO	236		156		392		237		90		327
Nplate	333		124		457		345		111		456
KYPROLIS	225		134		359		238		140		378
Aranesp	103		254		357		105		232		337
TEZSPIRE(1)	377		—		377		269		—		269
KRYSTEXXA	320		—		320		310		—		310
Vectibix	162		122		284		132		150		282
Other products(2)	1,408		445		1,853		958		405		1,363
Total product sales(3)	$	6,751	$	2,386	9,137		$	5,979	$	2,172	8,151
Other revenues					420						352
Total revenues					$	9,557					$	8,503
























	Nine months ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Prolia	$	2,271	$	1,089	$	3,360	$	2,110	$	1,099	$	3,209
Repatha	1,146		1,000		2,146		824		792		1,616
ENBREL	1,675		19		1,694		2,280		21		2,301
Otezla	1,328		312		1,640		1,185		317		1,502
XGEVA	1,064		573		1,637		1,138		526		1,664
EVENITY	1,132		369		1,501		806		326		1,132
TEPEZZA	1,349		97		1,446		1,379		12		1,391
BLINCYTO	779		367		1,146		555		280		835
Nplate	762		377		1,139		749		370		1,119
KYPROLIS	673		388		1,061		712		419		1,131
Aranesp	301		755		1,056		296		738		1,034
TEZSPIRE(1)	1,004		—		1,004		676		—		676
KRYSTEXXA	905		—		905		839		—		839
Vectibix	441		415		856		385		414		799
Other products(2)	3,907		1,283		5,190		2,858		1,204		4,062
Total product sales(3)	$	18,737	$	7,044	25,781		$	16,792	$	6,518	23,310
Other revenues					1,104						1,028
Total revenues					$	26,885					$	24,338

(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 and nine months ended September 30, 2025 and 2024.

4. Income taxes

The effective tax rates for the three and nine months ended September 30, 2025 were 18.0% and 14.5%, respectively, compared with 8.7% and 9.5%, respectively, for the corresponding periods in the prior year.

The increase in our effective tax rate for the three months ended September 30, 2025, was primarily due to the change in earnings mix, including lower amortization expense from the fair value step-up of inventory acquired from Horizon. The increase in our effective tax rate for the nine months ended September 30, 2025, was primarily due to the change in earnings mix, including the net unrealized gains on equity investments in the first nine months of 2025 compared to those in the prior-year period (see Note 6, Investments) and partially offset by the year-to-date Otezla impairment charges and related tax impacts (see Note 8, Goodwill and other intangible assets). 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. Due to the currently enacted scope of the agreement, the Company and its 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%.

On July 4, 2025, OB3 was enacted in the United States. OB3 has various provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Act, and modifications to the international tax framework. The legislation has multiple effective dates, with certain provisions effective in 2026 and beyond. The impact of these changes on our deferred tax assets and liabilities was recorded in the third quarter of 2025 and did not have a material effect on our effective tax rate or on our condensed consolidated financial statements.

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 and paid 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 and paid 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. The parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025. The parties filed post-trial reply briefs on October 10, 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 expect that the IRS will begin its audit of 2019-2022 in 2025 or early 2026, and we believe that it may seek to continue to audit similar issues related to the allocation of income between the United States and our foreign jurisdictions. 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 and nine months ended September 30, 2025, the gross amounts of our UTBs increased by $45 million and $145 million, respectively, as a result of tax positions taken during the current year. Substantially all of the UTBs as of September 30, 2025, if recognized, would impact 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 EPS were as follows (in millions, except per-share data):


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Income (Numerator):
Net income for basic and diluted EPS	$	3,216	$	2,830	$	6,378	$	3,463

Shares (Denominator):
Weighted-average shares for basic EPS	538		537		538		537
Effect of dilutive securities	4		5		4		4
Weighted-average shares for diluted EPS	542		542		542		541

Basic earnings per share	$	5.98	$	5.27	$	11.86	$	6.45
Diluted earnings per share	$	5.93	$	5.22	$	11.77	$	6.40

For the three and nine months ended September 30, 2025 and 2024, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

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 September 30, 2025	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair values

U.S. Treasury bills	$	998	$	—	$	—	$	998









Money market mutual funds	7,581		—		—		7,581
Other short-term interest-bearing securities	129		—		—		129
Total interest-bearing securities	$	8,708	$	—	$	—	$	8,708


Types of securities as of December 31, 2024	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair values

U.S. Treasury bills	$	997	$	—	$	—	$	997









Money market mutual funds	10,354		—		—		10,354
Other short-term interest-bearing securities	135		—		—		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 locations	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	8,708	$	11,486

Total interest-bearing securities	$	8,708	$	11,486

Cash and cash equivalents in the above table excludes bank account cash of $737 million and $487 million as of September 30, 2025 and December 31, 2024, respectively.

All interest-bearing securities as of September 30, 2025 and December 31, 2024, mature in one year or less. For the three months ended September 30, 2025 and 2024, interest income on these investments was $99 million and $126 million, respectively. For the nine months ended September 30, 2025 and 2024, interest income on these investments was $311 million and $394 million, respectively.

For the three and nine months ended September 30, 2025 and 2024, realized gains and losses on interest-bearing securities were not material and were recorded in Other income, net, in the Condensed Consolidated Statements of Income. 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

BeOne Medicines Ltd.

As of September 30, 2025 and December 31, 2024, the fair values of our investment in BeOne were $6.5 billion and $3.5 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended September 30, 2025 and 2024, we recorded unrealized gains of $1.9 billion and $1.6 billion, respectively. During the nine months ended September 30, 2025 and 2024, we recorded unrealized gains of $3.0 billion and $836 million, respectively. These unrealized gains were recognized in Other income, net, in the Condensed Consolidated Statements of Income.

Subject to certain exceptions or otherwise agreed to by BeOne, while Amgen holds at least 5.0% of BeOne’s outstanding common stock, (A) we may only sell our BeOne 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 BeOne’s outstanding common stock in any rolling 12-month period.

Other equity securities

Excluding our equity investments in BeOne (discussed above) and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $300 million and $314 million as of September 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2025, and 2024, net unrealized gains on these publicly traded securities were not material. Additionally, net realized gains and losses on sales of publicly traded securities for the three and nine months ended September 30, 2025 and 2024, were not material.

We held investments of $339 million and $319 million in equity securities without readily determinable fair values as of September 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 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 and nine months ended September 30, 2025 and 2024, were not material.

Equity method investments

Neumora Therapeutics, Inc.

As of September 30, 2025 and December 31, 2024, our ownership interest in Neumora was approximately 21.8% and 21.9%, respectively, and the fair values of our investment were $64 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, net, in the Condensed Consolidated Statements of Income 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 September 30, 2025 and 2024, we recognized unrealized gains of $38 million and $119 million, respectively, and during the nine months ended September 30, 2025 and 2024, we recognized unrealized losses of $311 million and $136 million, respectively.

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 $246 million and $262 million as of September 30, 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 September 30, 2025, we had $142 million of unfunded additional commitments to be made for these investments during the next several years. For the three and nine months ended September 30, 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):


	September 30, 2025		December 31, 2024
Raw materials	$	955	$	818
Work in process	3,555		4,120
Finished goods	1,836		2,060
Total inventories	$	6,346	$	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 adjustments	39
Balance at September 30, 2025	$	18,676

Other intangible assets

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


	September 30, 2025						December 31, 2024
	Gross carrying amounts		Accumulated amortization		Other intangible assets, net		Gross carrying amounts		Accumulated amortization		Other intangible assets, net
Finite-lived intangible assets:
Developed-product-technology rights	$	47,803	$	(25,884)	$	21,919	$	48,611	$	(22,594)	$	26,017
Licensing rights	3,875		(3,490)		385		3,875		(3,392)		483
Research and development technology rights	1,421		(1,296)		125		1,374		(1,235)		139
Marketing-related rights	1,202		(1,202)		—		1,202		(1,202)		—
Total finite-lived intangible assets	54,301		(31,872)		22,429		55,062		(28,423)		26,639
Indefinite-lived intangible assets:
In-process research and development	710		—		710		1,060		—		1,060
Total other intangible assets	$	55,011	$	(31,872)	$	23,139	$	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. R&D technology rights pertains to technologies used in R&D that have alternative future uses. Marketing-related rights primarily consists of rights related to the sale and distribution of marketed products.

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. In the first quarter of 2025, the Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate, that resulted in an intangible asset fair value of $4.0 billion, which was lower than the carrying value of $4.8 billion, and a partial impairment of $800 million. In the third quarter of 2025, new facts and circumstances, primarily from the CMS price setting process, indicated a further triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment. A subsequent discounted cash flow analysis, prepared using the same Level 3 input framework and updated assumptions, resulted in a revised intangible asset fair value of $3.0 billion, which was lower than the carrying value of $3.4 billion, and an additional impairment of $400 million. The impairment charges of $400 million and $1.2 billion for three and nine months ended September 30, 2025, respectively, were recorded in Other operating expenses in the Condensed Consolidated Statements of Income. See Note 11, Fair value measurement.

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 the second quarter of 2025, the FDA approved UPLIZNA for the Immunoglobulin G4-related disease (IgG4-RD) indication, and commercialization commenced in the United States. As a result, the Company reclassified the related intangible asset with a gross carrying value of $350 million from IPR&D to developed-product-technology rights and began amortizing it on a straight-line basis over its estimated useful life of approximately 11 years from the date placed in service.

During the three months ended September 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $1.1 billion and $1.2 billion, respectively. During the nine months ended September 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $3.4 billion and $3.6 billion, respectively. Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income. As of September 30, 2025, the total estimated future amortization of our finite-lived intangible assets for the remaining three months ending December 31, 2025, and the years ending December 31, 2026, 2027, 2028, 2029 and 2030, was $0.9 billion, $3.6 billion, $3.5 billion, $2.8 billion, $2.3 billion and $2.2 billion, respectively.

9. Financing arrangements

Our borrowings consisted of the following (in millions):


	September 30, 2025		December 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)	—		1,000
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)	880		777
5.507% notes due 2026 (5.507% 2026 Notes)	—		1,500
2.60% notes due 2026 (2.60% 2026 Notes)	1,250		1,250
Term loan due October 2026	1,800		1,800
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)	639		595
2.20% notes due 2027 (2.20% 2027 Notes)	1,724		1,724
3.20% notes due 2027 (3.20% 2027 Notes)	1,000		1,000
5.15% notes due 2028 (5.15% 2028 Notes)	3,750		3,750
1.65% notes due 2028 (1.65% 2028 Notes)	1,234		1,234
3.00% notes due 2029 (3.00% 2029 Notes)	750		750
4.05% notes due 2029 (4.05% 2029 Notes)	1,250		1,250
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)	941		876
2.45% notes due 2030 (2.45% 2030 Notes)	1,250		1,250
5.25% notes due 2030 (5.25% 2030 Notes)	2,750		2,750
2.30% notes due 2031 (2.30% 2031 Notes)	1,250		1,250
2.00% notes due 2032 (2.00% 2032 Notes)	987		1,001
3.35% notes due 2032 (3.35% 2032 Notes)	1,000		1,000
4.20% notes due 2033 (4.20% 2033 Notes)	750		750
5.25% notes due 2033 (5.25% 2033 Notes)	4,250		4,250
6.375% notes due 2037 (6.375% 2037 Notes)	478		478
6.90% notes due 2038 (6.90% 2038 Notes)	254		254
6.40% notes due 2039 (6.40% 2039 Notes)	333		333
3.15% notes due 2040 (3.15% 2040 Notes)	1,478		1,668
5.75% notes due 2040 (5.75% 2040 Notes)	373		373
2.80% notes due 2041 (2.80% 2041 Notes)	568		776
4.95% notes due 2041 (4.95% 2041 Notes)	600		600
5.15% notes due 2041 (5.15% 2041 Notes)	729		729
5.65% notes due 2042 (5.65% 2042 Notes)	415		415
5.60% notes due 2043 (5.60% 2043 Notes)	2,750		2,750
5.375% notes due 2043 (5.375% 2043 Notes)	185		185
4.40% notes due 2045 (4.40% 2045 Notes)	2,250		2,250
4.563% notes due 2048 (4.563% 2048 Notes)	1,415		1,415
3.375% notes due 2050 (3.375% 2050 Notes)	1,462		1,764
4.663% notes due 2051 (4.663% 2051 Notes)	3,541		3,541
3.00% notes due 2052 (3.00% 2052 Notes)	703		890
4.20% notes due 2052 (4.20% 2052 Notes)	882		895
4.875% notes due 2053 (4.875% 2053 Notes)	1,000		1,000
5.65% notes due 2053 (5.65% 2053 Notes)	4,250		4,250
2.77% notes due 2053 (2.77% 2053 Notes)	940		940
4.40% notes due 2062 (4.40% 2062 Notes)	1,128		1,165


	September 30, 2025		December 31, 2024
5.75% notes due 2063 (5.75% 2063 Notes)	2,750		2,750
Other notes due 2097	100		100
Total principal amount of debt	56,039		61,778
Unamortized bond discounts, premiums and issuance costs, net	(1,317)		(1,360)
Fair value adjustments	(159)		(343)
Other	24		24
Total carrying value of debt	54,587		60,099
Less current portion	(2,153)		(3,550)
Total long-term debt	$	52,434	$	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 loan has an interest rate of three-month SOFR plus 1.225%.

Debt repayments

During the three months ended September 30, 2025 and 2024, debt repayments totaled $1.5 billion and $2.2 billion, respectively. During the nine months ended September 30, 2025 and 2024, debt repayments totaled $5.0 billion and $3.6 billion, respectively.

Debt extinguishment

During the three months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $119 million, including portions of the 2.80% 2041 Notes, 3.375% 2050 Notes and 3.00% 2052 Notes, for an aggregate cost of $81 million, which resulted in a $36 million gain on extinguishment of debt. During the three months ended September 30, 2024, we repurchased an aggregate principal amount of our debt of $331 million, including portions of the 3.15% 2040 Notes, 2.80% 2041 Notes, 3.375% 2050 Notes and 3.00% 2052 Notes, for an aggregate cost of $249 million, which resulted in an $82 million gain on extinguishment of debt.

During the nine months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $1.0 billion, 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 $683 million, which resulted in a $264 million gain on extinguishment of debt. During the nine months ended September 30, 2024, we repurchased an aggregate principal amount of our debt of $875 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 $659 million, which resulted in a $215 million gain on extinguishment of debt. Gains and losses on extinguishments of debt are recorded in Other income, net, in the Condensed Consolidated Statements of Income.

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 nine months ended September 30, 2025 and 2024, we did not repurchase shares under our stock repurchase program. As of September 30, 2025, $6.8 billion of authorization remained available under the stock repurchase program.

Dividends

In August 2025, March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $2.38 per share, which were paid in September 2025, June 2025 and March 2025, respectively. In October 2025, our Board of Directors declared a quarterly cash dividend of $2.38 per share, which will be paid in December 2025.

Accumulated other comprehensive income (loss)

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


	Foreign currency translation adjustments		Cash flow hedges		Other		AOCI
Balance as of June 30, 2025	$	(231)	$	(335)	$	22	$	(544)
Foreign currency translation adjustments	11		—		—		11
Unrealized gains	—		73		—		73
Reclassification adjustments into earnings	—		67		—		67
Other	—		—		1		1
Income taxes	—		(30)		—		(30)
Balance as of September 30, 2025	$	(220)	$	(225)	$	23	$	(422)


	Foreign currency translation adjustments		Cash flow hedges		Other		AOCI
Balance as of December 31, 2024	$	(374)	$	287	$	21	$	(66)
Foreign currency translation adjustments	154		—		—		154
Unrealized losses	—		(396)		—		(396)
Reclassification adjustments into earnings	—		(256)		—		(256)
Other	—		—		2		2
Income taxes	—		140		—		140
Balance as of September 30, 2025	$	(220)	$	(225)	$	23	$	(422)

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


	Three months ended September 30,				Condensed Consolidated Statements of Income locations
Components of AOCI	2025		2024
Cash flow hedges:
Foreign currency forward contract (losses) gains	$	(28)	$	45	Product sales
Cross-currency swap contract (losses) gains	(39)		121		Other income, net

	(67)		166		Income before income taxes
	14		(36)		Provision for income taxes
	$	(53)	$	130	Net income





	Nine months ended September 30,				Condensed Consolidated Statements of Income locations
Components of AOCI	2025		2024
Cash flow hedges:
Foreign currency forward contract gains	$	40	$	151	Product sales
Cross-currency swap contract gains	216		87		Other income, net

	256		238		Income before income taxes
	(56)		(51)		Provision for income taxes
	$	200	$	187	Net income

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 September 30, 2025, using:					Total
Assets:
Available-for-sale securities:

U.S. Treasury bills	$	—	$	998		$	—	$	998









Money market mutual funds	7,581		—			—		7,581
Other short-term interest-bearing securities	—		129			—		129

Equity securities	6,819		—			—		6,819
Derivatives:
Foreign currency forward contracts	—		93			—		93
Cross-currency swap contracts	—		48			—		48
Interest rate swap contracts	—		1			—		1

Total assets	$	14,400	$	1,269		$	—	$	15,669

Liabilities:
Derivatives:
Foreign currency forward contracts	$	—	$	261		$	—	$	261
Cross-currency swap contracts	—		337			—		337
Interest rate swap contracts	—		306			—		306

Contingent consideration obligations	—		—			95		95
Total liabilities	$	—	$	904		$	95	$	999


	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 funds	10,354		—			—		10,354
Other short-term interest-bearing securities	—		135			—		135

Equity securities	4,188		—			—		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	—		—			106		106
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 BeOne and Neumora, as of September 30, 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 September 30, 2025 and December 31, 2024, the aggregate fair values of our fixed-rate debt were $51.2 billion and $54.9 billion, respectively, and the carrying values of our fixed-rate debt were $52.8 billion and $58.3 billion, respectively. The estimate of the fair value of our term loan approximates its carrying value as of September 30, 2025 and December 31, 2024, as this debt instrument bears interest at a floating rate.

During the nine months ended September 30, 2025 and 2024, there were no transfers of assets or liabilities between fair value measurement levels. Except with respect to the partial impairments of the Otezla intangible asset in the first and third quarters of 2025 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 September 30, 2025 and December 31, 2024, we had outstanding foreign currency forward contracts with aggregate notional amounts of $7.7 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 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, net, in the Condensed Consolidated Statements of Income in the same periods during which the hedged debt affects earnings.

The notional amounts and interest rates of our cross-currency swaps as of September 30, 2025, were as follows (notional amounts in millions):


	Foreign currency				U.S. dollars
Hedged notes	Notional amounts		Interest rates		Notional amounts		Interest rates

2.00% 2026 euro Notes	€	750	2.0	%	$	833	3.9	%
5.50% 2026 pound sterling Notes	£	475	5.5	%	$	747	6.0	%
4.00% 2029 pound sterling Notes	£	700	4.0	%	$	1,111	4.7	%

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 over the terms of the associated debt issuances. Amounts recognized in connection with forward interest rate contracts during the nine months ended September 30, 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 September 30,				Nine months ended September 30,
Derivatives in cash flow hedging relationships	2025		2024		2025		2024
Foreign currency forward contracts	$	123	$	(238)	$	(592)	$	87
Cross-currency swap contracts	(50)		80		196		50

Total unrealized gains (losses)	$	73	$	(158)	$	(396)	$	137

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 September 30, 2025 and December 31, 2024, we had interest rate swap contracts with aggregate notional amounts of $6.2 billion and $6.7 billion respectively, that hedge certain portions of our long-term debt. During the nine months ended September 30, 2025 there was a reduction in the aggregate notional amount of these contracts due to the termination of swaps that occurred in connection with the repayment of the 3.125% 2025 Notes (see Note 9, Financing arrangements). In addition, we entered into $550 million of new interest rate swaps to hedge a portion of our 5.25% 2033 Notes, resulting in an interest rate of SOFR plus 1.7% on the $550 million hedged portion.

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 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 locations	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Current portion of long-term debt	$	1,266	$	1,045	$	16	$	45
Long-term debt	$	4,670	$	5,152	$	(175)	$	(388)

(1) Current portion of long-term debt includes $51 million and $56 million of carrying value with discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively. Long-term debt includes $194 million and $232 million of carrying value with discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively.

(2) Current portion of long-term debt includes $51 million and $56 million of hedging adjustments on discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively. Long-term debt includes $94 million and $132 million of hedging adjustments on discontinued hedging relationships as of September 30, 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 September 30, 2025						Nine months ended September 30, 2025
	Product sales		Other income, net		Interest expense, net		Product sales		Other income, net		Interest expense, net
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income	$	9,137	$	2,080	$	(685)	$	25,781	$	3,204	$	(2,102)
The effects of cash flow and fair value hedging:
(Losses) gains on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts	$	(28)	$	—	$	—	$	40	$	—	$	—
Cross-currency swap contracts	$	—	$	(39)	$	—	$	—	$	216	$	—

(Losses) gains on fair value hedging relationships—interest rate swap agreements:
Hedged items(1)	$	—	$	—	$	(27)	$	—	$	—	$	(184)
Derivatives designated as hedging instruments	$	—	$	—	$	40	$	—	$	—	$	227



	Three months ended September 30, 2024						Nine months ended September 30, 2024
	Product sales		Other income, net		Interest expense, net		Product sales		Other income, net		Interest expense, net
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income	$	8,151	$	1,830	$	(776)	$	23,310	$	1,288	$	(2,408)
The effects of cash flow and fair value hedging:
Gains on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts	$	45	$	—	$	—	$	151	$	—	$	—
Cross-currency swap contracts	$	—	$	121	$	—	$	—	$	87	$	—
(Losses) gains on fair value hedging relationships—interest rate swap agreements:
Hedged items(1)	$	—	$	—	$	(153)	$	—	$	—	$	(122)
Derivatives designated as hedging instruments	$	—	$	—	$	168	$	—	$	—	$	176

(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 September 30, 2025, the amount of net losses 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 September 30, 2025 and December 31, 2024, the total notional amounts of these foreign currency forward contracts were $245 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 and nine months ended September 30, 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 assets			Derivative liabilities
September 30, 2025	Condensed Consolidated Balance Sheets locations	Fair values		Condensed Consolidated Balance Sheets locations	Fair values
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets/ Other noncurrent assets	$	93	Accrued liabilities/ Other noncurrent liabilities	$	261
Cross-currency swap contracts	Other current assets/ Other noncurrent assets	48		Accrued liabilities/ Other noncurrent liabilities	337
Interest rate swap contracts	Other current assets/ Other noncurrent assets	1		Accrued liabilities/ Other noncurrent liabilities	306

Total derivatives designated as hedging instruments		142			904




Total derivatives		$	142		$	904


	Derivative assets			Derivative liabilities
December 31, 2024	Condensed Consolidated Balance Sheets locations	Fair values		Condensed Consolidated Balance Sheets locations	Fair values
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets/ Other noncurrent assets	$	420	Accrued liabilities/ Other noncurrent liabilities	$	8
Cross-currency swap contracts	Other current assets/ Other noncurrent assets	—		Accrued liabilities/ Other noncurrent liabilities	483
Interest rate swap contracts	Other current assets/ Other noncurrent assets	—		Accrued liabilities/ Other noncurrent liabilities	531

Total derivatives designated as hedging instruments		420			1,022



Total derivatives		$	420		$	1,022

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

Our derivative contracts that were in liability positions as of September 30, 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 primarily 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; and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

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, 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, 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

Patent Disputes in the International Region

Unified Patent Court (UPC) of the European Union

On August 6, 2025, the Dusseldorf Local Division of the UPC stayed Sanofi’s lawsuit against Amgen alleging infringement of the European Patent No. 4,252,857 until the UPC Court of Appeals reaches a decision on the appeal from Sanofi’s lawsuit against Amgen involving European Patent No. 3,536,712 (the EP’712 Patent).

On August 12, 2025, the Court of Appeals of the UPC heard oral argument on Amgen’s appeal seeking to set aside the Central Division of the UPC’s decision to revoke Amgen’s European Patent No. 3,666,797.

On September 15, 2025, Amgen and Sanofi Biotechnologies SAS and Regeneron Pharmaceuticals, Inc. (Regeneron) filed respective Statements of Grounds of Appeal from the Dusseldorf Local Division of the UPC’s decision that the EP’712 Patent is valid but not infringed by Amgen.

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

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

The parties entered into a confidential settlement agreement that resolves the patent litigation related to Samsung Bioepis Co Ltd.’s and Samsung Biologics Co., Ltd’s (collectively, Samsung) denosumab biosimilar products in the United States. Accordingly, the U.S. District Court for the District of New Jersey (New Jersey District Court) entered a Consent Order and Judgment on September 5, 2025, finding the claims of Amgen’s U.S. patents asserted against Samsung are valid, enforceable and infringed by Samsung’s denosumab biosimilars in the United States. In addition, Amgen and Samsung have reached a confidential settlement that allows Samsung to launch its biosimilar products in the United States.

Amgen Inc. et al. v. Shanghai Henlius Biotech Inc. et al.

On September 5, 2025, Shanghai Henlius Biotech Inc., Shanghai Henlius Biologics Co., Ltd., Organon LLC and Organon & Co. responded to Amgen’s complaint, asserting counterclaims and affirmative defenses. On October 10, 2025, Amgen responded to those counterclaims and asserted its affirmative defenses.

Amgen Inc. et al. v. Hikma Pharmaceuticals USA Inc. et al.

On September 5, 2025, Hikma Pharmaceuticals USA Inc., Gedeon Richter Plc., and Gedeon Richter USA, Inc. responded to Amgen’s complaint, asserting counterclaims and affirmative defenses on September 5, 2025. On October 10, 2025, Amgen responded to those counterclaims and asserted its affirmative defenses.

Amgen Inc. et al. v. Biocon Biologics, Inc. et al.

On September 5, 2025, Biocon Biologics, Inc., Biocon Biologics UK Limited, and Biocon Biologics Limited (collectively, Biocon) responded to Amgen’s complaint, asserting counterclaims and affirmative defenses. Pursuant to a consent order providing leave to amend, Amgen filed an Amended Complaint on September 23, 2025, adding Biosimilars Newco Limited (BNCL) as a defendant to the litigation.

The parties entered into a confidential settlement agreement that resolves the patent litigation related to Biocon’s denosumab biosimilar products in the United States. Accordingly, the New Jersey District Court entered a Consent Judgment and Injunction on September 30, 2025, finding the claims of Amgen’s U.S. patents asserted against Biocon valid, enforceable and infringed by Biocon's denosumab biosimilars in the United States. In addition, Amgen and Biocon have reached a confidential settlement that allowed Biocon to launch its biosimilar products in the United States as early as October 1, 2025.

In re: Denosumab Patent Litigation (Multidistrict Litigations)

The claim construction hearing previously set by the New Jersey District Court was cancelled and on September 8, 2025, a new case schedule was issued for all matters pending in the multidistrict litigation. Neither a claim construction hearing nor a trial date have been set.

PAVBLU*™* (aflibercept-ayyh) Patent Litigation

On September 12, 2025, Amgen responded to Regeneron’s complaint asserting infringement of U.S. Patent No. 12,331,099 (the ’099 Patent), denying infringement and asserting counterclaims seeking a declaratory judgment that the ’099 Patent is not infringed, invalid, and/or unenforceable, and counterclaims for Sherman Act (15 U.S.C. § 2) monopolization through Walker Process fraud, Sherman Act (15 U.S.C. § 2) attempted monopolization through Walker Process fraud, and unlawful and unfair practices under the California Unfair Competition Law. By its counterclaims, Amgen seeks, among other remedies, damages and an injunction against conduct by Regeneron. On September 29, 2025, the U.S. District Court for the Northern District of West Virginia entered a scheduling order for the matters pending in the multidistrict litigation including a claim construction hearing for November 23, 2026.

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

Onyx Therapeutics, Inc. v. Somerset Therapeutics, LLC

On October 3, 2025, based on a joint request by Onyx Therapeutics, Inc. (Onyx Therapeutics, a wholly-owned subsidiary of Amgen) and Somerset Therapeutics, LLC (Somerset), the U.S. District Court for the District of Delaware (Delaware District Court) entered a Stipulation and Order that the filing of Somerset’s ANDA infringed, and the making, using, offering to sell, selling or importing of its proposed ANDA product will infringe, U.S. Patent No. 7,737,112 (the ’112 Patent), which Somerset admits is valid and enforceable. The Stipulation and Order enjoins Somerset and its affiliates from engaging in infringing conduct during the term of the ’112 Patent, subject to the terms of a confidential settlement agreement.

Onyx Therapeutics, Inc. v. Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited.

On September 4, 2025, Onyx Therapeutics filed a lawsuit in the Delaware District Court against Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited (collectively, Amneal), asserting infringement of the ’112 Patent based on Amneal’s submission of an application pursuant to Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act 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 application effective no earlier than the expiration of the ’112 Patent.

Antitrust Actions

CareFirst of Maryland Antitrust Class Action

On September 30, 2025, the U.S. District Court for the Eastern District of Virginia issued an order granting in part and denying in part Amgen’s motion to dismiss. The court dismissed the plaintiffs’ antitrust claim under Puerto Rico law, and their unjust enrichment claims under the laws of seven states and Puerto Rico, but otherwise permitted the plaintiffs’ claims to proceed.

Sandoz Inc. Antitrust Action

On August 21, 2025, Amgen filed its reply to Sandoz Inc.’s opposition to Amgen’s motion to dismiss.

Other Similar Antitrust Actions

In August and September 2025, the Company received service of process of seven cases that were filed in the California Superior Court for the County of Ventura that raise allegations substantially similar to those in the CareFirst of Maryland antitrust class action. The cases were filed by: Centene Corporation on July 29, 2025; Humana, Inc. on July 29, 2025; Molina Healthcare, Inc. on July 29, 2025; Blue Cross and Blue Shield of Florida, Inc. (BCBSFL) on July 29, 2025; Blue Cross and Blue Shield of Kansas City (BCBSKC) on July 29, 2025; Blue Cross and Blue Shield of Massachusetts HMO Blue, Inc. (BCBSMA) on August 8, 2025; and Health Care Services Corp. (HCSC) on August 21, 2025. Amgen subsequently removed the cases filed by BCBSFL, BCBSKC, BCBSMA, and HCSC to the U.S. District Court for the Central District of California. On September 29, 2025, HCSC voluntarily dismissed its case without prejudice. BCBSFL, BCBSKC, and BCBSMA voluntarily dismissed their cases without prejudice on October 1, 2025.

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)

On September 11, 2025, the U.S. District Court for the Southern District of New York issued an order that extended deadlines. Pursuant to the order, the class certification briefing will be completed by April 24, 2026. The last day to file summary judgment motions is December 21, 2026, but no briefing schedule has been set.

ChemoCentryx, Inc. Securities Matters

On August 15, 2025, the U.S. District Court for the Northern District of California granted defendants’, including ChemoCentryx’s, motion for summary judgment in its entirety and denied lead plaintiff’s motion for partial summary judgment. On September 12, 2025, the lead plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals; its opening brief is due December 5, 2025.

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