What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-14 · 589 added, 536 removed, 1669 unchanged (40% of the section changed)

13 unchanged sentences

Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

Management has excluded Horizon, which was acquired by us on October 6, 2023, from its assessment of internal control over financial reporting as of December 31, 2023.

Total assets and revenues of Horizon excluded from our assessment of internal control over financial reporting were approximately 7% of total assets and 3% of total revenues as of and for the year ended December 31, 2023, respectively.

The effectiveness of the Company’s internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report appearing below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Horizon Therapeutics plc, which is included in the 2023 consolidated financial statements of the Company and constituted 7% of total assets as of December 31, 2023 and 3% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Horizon Therapeutics plc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 14, 2025 expressed an unqualified opinion thereon.

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Information about our Audit Committee, members of the committee and our Audit Committee financial experts is incorporated by reference from the section entitled CORPORATE GOVERNANCE—Audit Committee in our Proxy Statement.

Information about our insider trading policies and procedures is incorporated by reference from the section entitled COMPENSATION DISCUSSION AND ANALYSIS—COMPENSATION POLICIES AND PRACTICES—INSIDER TRADING POLICIES AND PROCEDURES in our Proxy Statement.

A copy of our Insider Trading Policy and our securities transactions pre-clearance practices and procedures are filed with this Annual Report on Form 10-K as Exhibits 19.1 and 19.2, respectively.

Information about our executive officers is contained in the discussion entitled Part I, Item 1.

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Securities Authorized for Issuance Under Existing Equity Compensation Plans

Information about securities authorized for issuance under existing equity compensation plans is incorporated by reference from the section entitled SECURITIES AUTHORIZED FOR ISSUANCE UNDER EXISTING EQUITY COMPENSATION PLANS in our Proxy Statement.

The following table sets forth certain information as of December 31, 2024, concerning the shares of our common stock that may be issued under any form of award granted under our equity compensation plans in effect as of December 31, 2024, including upon the exercise of options, upon the vesting of awards of RSUs or when performance units are earned and related dividend equivalents have been granted.

Plan category Number of securities to be issued upon exercise of outstanding options and rights Weighted-average exercise price of outstanding options and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in

Equity compensation plans approved by Amgen security holders:

Amended and Restated 2009 Equity Incentive Plan (1)

10,714,775 $ 225.84 59,435,223

Amended and Restated 1991 Equity Incentive Plan (2)

Amended and Restated Employee Stock Purchase Plan 3,946,553

Total approved plans 10,714,875 $ 225.84 63,381,776

Equity compensation plan not approved by Amgen security holders:

Amgen Profit Sharing Plan for Employees in Ireland (3)

Horizon stock plans (4)

Total unapproved plans 467,296 — 175,345

Total all plans 11,182,171 $ 225.84 63,557,121

(1) The Amended 2009 Plan employs a fungible share-counting formula for determining the number of shares available for issuance under the plan.

In accordance with this formula, each option or stock appreciation right counts as one share, while each RSU, performance unit or dividend equivalent counts as 1.9 shares.

The number under column (a) represents the actual number of shares issuable under our outstanding awards without giving effect to the fungible share-counting formula.

The number under column (c) represents the number of shares available for issuance under this plan based on each such available share counting as one share.

Commencing with the grants made in April 2012, RSUs and performance units accrue dividend equivalents that are payable in shares only to the extent and when the underlying RSUs vest or underlying performance units have been earned and the related shares are issued to the grantee.

The performance units granted under this plan are earned based on the accomplishment of specified performance goals at the end of their respective three-year performance periods;

the number of performance units granted represent target performance, and the maximum number of units that could be earned based on our performance is 200% of the performance units granted in 2022, 2023 and 2024.

As of December 31, 2024, the number of outstanding awards under column (a) includes (i) 5,909,018 shares issuable upon the exercise of outstanding options with a weighted-average exercise price of $225.84;

(ii) 3,289,089 shares issuable upon the vesting of outstanding RSUs, including 198,925 related dividend equivalents;

and (iii) 1,516,669 shares subject to outstanding 2022, 2023 and 2024 performance units, including 91,901 related dividend equivalents.

The weighted-average exercise price shown in column (b) is for the outstanding options only.

The number of available shares under column (c) represents the number of shares that remain available for future issuance under this plan as of December 31, 2024, employing the fungible share formula and presumes the issuance of target shares under the performance units granted in 2022, 2023 and 2024 and related dividend equivalents.

The numbers under columns (a) and (c) do not give effect to the additional shares that could be issuable in the event that above target performance on the performance goals under these outstanding performance units is achieved.

Maximum performance under these goals could result in 200% of target shares being awarded for performance units granted in 2022, 2023 and 2024.

(2) This plan has terminated as to future grants.

The number under column (a) with respect to this plan includes 100 shares issuable upon the settlement of deferred RSUs.

(3) The Profit Sharing Plan was approved by the Board of Directors on July 28, 2011.

The Profit Sharing Plan permits eligible employees of the Company’s subsidiaries located in Ireland who participate in the Profit Sharing Plan to apply a

portion of their qualifying bonus and salary to the purchase of the Company’s common stock on the open market at the market price by a third-party trustee as described in the Profit Sharing Plan.

(4) The Horizon Therapeutics Public Limited Company Amended and Restated 2014 Equity Incentive Plan, the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan and 2020 Restricted Stock Unit Award Sub-Plan and the Horizon Therapeutics Public Limited Company Amended and Restated 2018 Equity Incentive Plan and 2018 Restricted Stock Unit Award Sub-Plan (collectively, the “Horizon stock plans”) were acquired on October 6, 2023, pursuant to our acquisition of Horizon.

In connection with the closing of the Horizon acquisition and pursuant to its terms, outstanding RSUs issued under the Horizon stock plans were converted into Amgen RSUs, and these plans terminated as to future grants on October 6, 2023.

Security Ownership of Directors and Executive Officers and Certain Beneficial Owners

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All other schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto.

2.1 Asset Purchase Agreement, dated August 25, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)

2.1.1 Amendment No.

1 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 8-K on October 17, 2019 and incorporated herein by reference.)

2.1.2 Amendment No.

2 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

2.2 Letter Agreement, dated November 21, 2019, by and between Amgen Inc.

and the parties named therein re:

Treatment of Certain Product Inventory in connection with Amgen’s acquisition of Otezla.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

2.3 Irrevocable Guarantee, dated August 25, 2019, by and between Amgen Inc.

and Bristol-Myers Squibb Company.

(Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)

2.1 Agreement and Plan of Merger, dated July 27, 2021, by and among Amgen Inc., Teneobio, Inc., Tuxedo Merger Sub, Inc., and Fortis Advisors LLC.

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(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.)

4.20 Officers’ Certificate of Amgen Inc., dated May 22, 2014, including form of the Company’s 3.625% Senior Notes due 2024.

(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.)

Officer’s Certificate of Amgen Inc., dated May 1, 2015, including forms of the Company’s 3.125% Senior Notes due 2025 and 4.400% Senior Notes due 2045.

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10.1+ Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan.

Second Amended and Restated 2009 Equity Incentive Plan.

(Filed as Appendix C to the Definitive Proxy Statement on Schedule 14A on April 17, 2024 and incorporated herein by reference.)

10.1.1+ First Amendment to Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan, effective March 4, 2015.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2015 on April 27, 2015 and incorporated herein by reference.)

10.1.2+ Second Amendment to Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan, effective March 2, 2016.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2016 on May 2, 2016 and incorporated herein by reference.)

Form of Grant of Stock Option Agreement for the Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan.

Second Amended and Restated 2009 Equity Incentive Plan.

(As Amended and Restated on December 9, 2024.)

Form of Restricted Stock Unit Agreement for the Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan.

Second Amended and Restated 2009 Equity Incentive Plan.

(As Amended and Restated on December 9, 2024.)

10.4+ Amgen Inc.

2009 Performance Award Program.

(As Amended on December 12, 2017.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)

(As Amended and Restated on May 31, 2024.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2024 on August 7, 2024 and incorporated herein by reference.)

Form of Performance Unit Agreement for the Amgen Inc.

2009 Performance Award Program.

(As Amended and Reinstated on December 11, 2023.)

10.6+* Amgen Inc.

(As Amended and Restated on December 9, 2024.)

2009 Director Equity Incentive Program.

(As Amended and Restated on October 24, 2023.)

(As Amended and Restated on May 31, 2024.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2024 on August 7, 2024 and incorporated herein by reference.)

10.7+ Form of Restricted Stock Unit Agreement for the Amgen Inc.

2009 Director Equity Incentive Program.

(As Amended on December 11, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

10.8+ Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program.

(As Amended on December 11, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

(As Amended and Restated on May 31, 2024.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2024 on August 7, 2024 and incorporated herein by reference.)

10.8+ Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen Inc.

2009 Director Equity Incentive Program.

(As Amended and Restated on May 31, 2024.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2024 on August 7, 2024 and incorporated herein by reference.)

10.9+ Amgen Inc.

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Supplemental Retirement Plan, effective January 1, 2024.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.10+ Amended and Restated Amgen Change of Control Severance Plan.

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Fourth Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective January 1, 2024.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.13+ Aircraft Time Sharing Agreement, dated December 3, 2021, by and between Amgen Inc.

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and James Bradner, dated December 13, 2023.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.15 Term Loan Credit Agreement, dated as of December 22, 2022, by and among Amgen Inc., Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, Citibank, N.A., Bank of America, N.A., Goldman Sachs Bank USA and Mizuho Bank, Ltd., as lead arrangers and book runners, Goldman Sachs Bank USA and Mizuho Bank, Ltd.

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1, effective June 9, 2003, to Collaboration and License Agreement between Amgen Inc.

and Celltech R&D Limited (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)

and Celltech R&D Limited (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

Amendment No.

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and Celltech R&D Limited.

(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)

(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.18 Letter Agreement, dated June 25, 2019, by and between Amgen Inc.

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Letter Agreement Regarding the Collaboration Agreement, dated as of December 1, 2023, by and between Amgen Inc.

and AstraZeneca Collaboration Ventures, LLC (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.23 License and Collaboration Agreement, dated June 1, 2021, by and between Amgen Inc.

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(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2021 on August 4, 2021 and incorporated herein by reference.)

Insider Trading Policy.

Securities Transactions Blackout and Pre-Clearance Practices and Procedures.

21* Subsidiaries of the Company.

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333-269670) of Amgen Inc.,

• Registration Statement (Form S-8 No.

333-159377) pertaining to the Amgen Inc.

Amended and Restated 2009 Equity Incentive Plan,

• Registration Statements (Form S-8 Nos.

333-159377 and 333-280155) pertaining to the Amgen Inc.

Second Amended and Restated 2009 Equity Incentive Plan,

• Registration Statement (Form S-8 No.

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• Registration Statements (Form S-8 Nos.

33-47605, 333-144580 and 333-216715) pertaining to The Retirement and Savings Plan for Amgen Manufacturing, Limited (formerly known as the Retirement and Savings Plan for Amgen Manufacturing, Inc.),

33-47605, 333-144580 and 333-216715) pertaining to The Retirement and Savings Plan for Amgen Manufacturing Limited LLC (formerly known as The Retirement and Savings Plan for Amgen Manufacturing, Limited),

• Registration Statements (Form S-8 Nos.

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/S/ TYLER JACKS Director 2/14/2025

KLOTMAN Director 2/14/2025

KULLMAN Director 2/14/2025

MILES Director 2/14/2025

/S/ RONALD D.

SUGAR Director 2/14/2024

SANDERS WILLIAMS Director 2/14/2024

Sanders Williams

Report of Independent Registered Public Accounting Firm

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To test management’s estimated sales deductions, we obtained management’s calculations for the respective estimates and performed the following procedures, among others.

We tested management’s estimation process over the determination of sales discount accruals by developing an independent expectation of the estimated accrual balances, including comparing accrual balances recorded by management to those implied by historical payment trends, evaluating trends in actual sales and discount accrual balances, confirming terms and conditions for a sample of contracts, testing a sample of credits issued and payments made throughout the year, and agreeing rates to underlying contract terms.

We tested management’s estimation process over the determination of sales discount accruals by developing an independent expectation of the estimated accrual balances, including comparing accrual balances recorded by management to those implied by historical payment trends, evaluating trends in actual sales and discount accrual balances, testing a sample of credits issued and payments made throughout the year, and agreeing rates to underlying contract terms.

Unrecognized tax benefits

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As of December 31, 2024, the Company accrued $4.2 billion of gross unrecognized tax benefits.

Auditing the assessment of the technical merits and measurement of the Company’s unrecognized tax benefits is challenging due to the high degree of estimation and management judgement, given the ultimate resolution is dependent on uncontrollable factors such as the resolution of audit disputes with the IRS.

Tax Court case.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s process to assess the technical merits of its tax positions, as well as management’s process to measure the unrecognized tax benefits of those tax positions, particularly in regard to matters in dispute with the IRS.

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Depending on the nature of the specific tax position and, as applicable, developments with the relevant tax authorities, our procedures included obtaining and reviewing the Company’s correspondence with such tax authorities and evaluating certain third-party advice to support the Company’s evaluations and recorded positions.

We evaluated developments in the applicable regulatory environments to assess potential effects on the Company’s recorded positions.

We evaluated the status of the ongoing U.S.

Tax Court case and developments in the applicable regulatory environments to assess potential effects on the Company’s recorded positions.

We assessed management’s consideration of current tax controversy, litigation and tax litigation trends.

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We have also evaluated the Company’s income tax disclosures included in Note 7 in relation to these matters.

Valuation of intangible assets acquired in a business combination

Description of the Matter As described in Note 3 to the financial statements, on October 6, 2023, the Company completed its acquisition of Horizon Therapeutics plc (“Horizon”) (“Horizon acquisition”).

The transaction was accounted for as a business combination using the acquisition method of accounting.

The acquisition date fair values of acquired intangible assets, primarily consisted of finite-lived developed-product-technology rights, inclusive of the TEPEZZA intangible asset.

The finite-lived intangible assets were valued using a multi-period excess earnings income approach that discounts expected future cash flows to present value.

Auditing the acquisition date fair values of the TEPEZZA finite-lived developed-product-technology rights intangible asset acquired from Horizon was complex due to the significant judgment required in estimating the fair value.

In particular, the fair value estimate required the use of a valuation methodology that was sensitive to changes in significant assumptions (e.g., revenue projections and discount rate), which were affected by expected future market or economic conditions.

How We Addressed the Matter in Our Audit We evaluated and tested the design and operating effectiveness of the Company’s internal controls over the determination of the estimated fair value of the intangible assets.

For example, we tested controls over management's review of the valuation methodologies and the significant assumptions used to develop the fair value estimate of the TEPEZZA intangible asset.

We also tested management's controls to validate that the data used in the fair value estimate was complete and accurate.

To test the Company’s estimated fair value of the TEPEZZA intangible asset, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology and the significant assumptions, with the assistance of a valuation specialist.

We also tested the completeness and accuracy of the underlying data utilized in the valuation.

For example, we compared the TEPEZZA revenue projections to analyst reports, current industry and market trends, historical results of the acquired business and to other relevant factors.

We also performed sensitivity analyses over significant assumptions to evaluate the impact that changes in significant assumptions would have on the fair value of the TEPEZZA acquired intangible asset.

In addition, we tested the estimated discount rate applied to the TEPEZZA intangible asset value.

/s/ Ernst & Young LLP

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Research and development 5,964 4,784 4,434

Acquired in-process research and development — — 1,505

Selling, general and administrative 7,096 6,179 5,414

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Diluted $ 7.56 $ 12.49 $ 12.11

Shares used in the calculation of earnings per share:

Weighted-average shares used in the calculation of earnings per share:

Basic 537 535 538

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Net income $ 4,090 $ 6,717 $ 6,552

Other comprehensive (loss) income, net of reclassification adjustments and taxes:

Gains (losses) on foreign currency translation 50 496 ( 135 )

(Losses) gains on cash flow hedges ( 150 ) 67 324

Losses on available-for-sale securities — — ( 1 )

Other comprehensive (loss) income, net of taxes ( 58 ) 565 189

Other comprehensive income (loss), net of reclassification adjustments and taxes:

(Losses) gains on foreign currency translation adjustments ( 76 ) 50 496

Gains (losses) on cash flow hedges 309 ( 150 ) 67

Other ( 10 ) 42 2

Other comprehensive income (loss), net of reclassification adjustments and taxes 223 ( 58 ) 565

Comprehensive income $ 4,313 $ 6,659 $ 7,117

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Cash and cash equivalents $ 11,973 $ 10,944

Marketable securities — 1,676

Trade receivables, net 6,782 7,268

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Other noncurrent liabilities 2,349 2,326

Contingencies and commitments

Contingencies and commitments (see Note 20)

Stockholders’ equity:

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comprehensive

(loss) income Total

Balance as of December 31, 2021 558.3 $ 32,096 $ ( 24,600 ) $ ( 796 ) $ 6,700

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— — ( 4,264 ) — ( 4,264 )

Issuance of common stock in connection with the Company’s equity award programs

Issuance of common stock in connection with equity award programs

1.8 138 — — 138

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Net income — — 6,717 — 6,717

Other comprehensive income, net of taxes — — — 565 565

Other comprehensive loss, net of taxes — — — ( 58 ) ( 58 )

Dividends declared on common stock ($ 8.64 per share)

— — ( 4,644 ) — ( 4,644 )

Issuance of common stock in connection with the Company’s equity award programs

Issuance of common stock in connection with equity award programs

1.4 95 — — 95

Stock-based compensation expense — 454 — — 454

Equity awards issued for Horizon acquisition, net — 141 — — 141

Tax impact related to employee stock-based compensation expense

— ( 134 ) — — ( 134 )

Repurchases of common stock ( 26.1 ) — ( 6,310 ) — ( 6,310 )

Balance as of December 31, 2023 535.4 33,070 ( 26,549 ) ( 289 ) 6,232

Net income — — 4,090 — 4,090

Other comprehensive loss, net of taxes — — — ( 58 ) ( 58 )

Other comprehensive income, net of taxes — — — 223 223

Dividends declared on common stock ($ 9.13 per share)

— — ( 4,931 ) — ( 4,931 )

Issuance of common stock in connection with the Company’s equity award programs 1.4 95 — — 95

Stock-based compensation expense — 454 — — 454

Equity awards issued for Horizon acquisition, net

Issuance of common stock in connection with equity award programs

2.2 189 — — 189

Stock-based compensation expense — 530 — — 530

Tax impact related to employee stock-based compensation expense

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Net income $ 4,090 $ 6,717 $ 6,552

Noncash adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and other 5,592 4,071 3,417

1 unchanged sentence

Deferred income taxes ( 1,228 ) ( 1,273 ) ( 1,198 )

Acquired in-process research and development — — 1,505

Adjustments for equity method investments ( 10 ) 11 891

Loss on divestiture — — 567

(Gains) losses on equity securities ( 1,565 ) 127 —

Losses (gains) on equity securities

159 ( 1,565 ) 127

Other items, net ( 8 ) 563 ( 303 )

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Long-term tax liabilities ( 492 ) 371 229

Accrued liabilities

Accrued sales incentives and allowance 1,194 935 846

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Other 50 225 100

Net cash (used in) provided by investing activities ( 26,204 ) ( 6,044 ) 733

Net cash used in investing activities ( 1,046 ) ( 26,204 ) ( 6,044 )

Cash flows from financing activities:

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Other ( 124 ) ( 72 ) ( 103 )

Net cash provided by (used in) financing activities 21,048 ( 4,037 ) ( 8,271 )

Net cash (used in) provided by financing activities ( 9,415 ) 21,048 ( 4,037 )

Increase (decrease) in cash and cash equivalents 1,029 3,315 ( 360 )

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Summary of significant accounting policies

(including its 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 in one business segment:

(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.

Principles of consolidation

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Certain reclassifications have been made to prior periods in the consolidated financial statements and accompanying notes to conform with the current presentation.

On October 6, 2023, Amgen completed its acquisition of Horizon, and its operations became included in our consolidated financial statements commencing on the acquisition date.

See Note 3, Acquisitions and divestitures, for additional information regarding this acquisition.

Use of estimates

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Indirect taxes collected from customers and remitted to government authorities that are related to sales of the Company’s products, primarily in Europe, are excluded from revenues.

As a practical expedient, sales commissions are expensed when incurred because the amortization period would have been

one year or less.

As a practical expedient, sales commissions are expensed when incurred because the amortization period would have been one year or less.

These costs are recorded in SG&A expense in the Consolidated Statements of Income.

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Our lease terms may include options to extend or terminate a lease when it is reasonably certain that we will exercise that option.

Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments.

Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of

lease payments.

ROU assets also include any lease payments made prior to the commencement date less lease incentives received.

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See Note 7, Income taxes.

We first determine whether a set of assets acquired constitute a business and should be accounted for as a business combination.

Amgen is subject to current U.S.

minimum tax on foreign subsidiaries.

Based on our election beginning in 2022, we have established deferred taxes with respect to the U.S.

minimum tax on the earnings of our foreign subsidiaries.

This requires us to recognize deferred taxes for temporary basis differences expected to reverse as global intangible low-taxed income in future years.

These are ongoing adjustments that are likely to occur in the future.

We first determine whether a set of assets acquired constitutes a business and should be accounted for as a business combination.

If the assets acquired do not constitute a business, we account for the transaction as an asset acquisition.

Business combinations are accounted for by means of the acquisition method of accounting.

Under the acquisition method, assets acquired, including IPR&D projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our consolidated financial statements.

Under the acquisition method, assets acquired, including IPR&D projects, and liabilities assumed are recorded in our consolidated financial statements at their respective fair values as of the acquisition date.

The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill.

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Consequently, the eventual realized value of the acquired IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods.

Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Capitalized IPR&D projects are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

We consider various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape.

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Investments in publicly traded equity securities with readily determinable fair values are recorded at quoted market prices for identical securities, with changes in fair value recorded in Other income (expense), net, in the Consolidated Statements of Income.

Investments in equity securities without readily determinable fair values are recorded at cost minus impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for identical or similar securities.

Investments in equity securities without readily determinable fair values are recorded at cost less impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for identical or similar securities.

Such adjustments are recorded in Other income (expense), net, in the Consolidated Statements of Income.

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As a practical expedient, such limited partnership investments are measured by using our proportionate share of the net asset values of the underlying investments held by the limited partnerships, with such changes included in Other income (expense), net, in the Consolidated Statements of Income.

Recent accounting pronouncements

In November 2023, the FASB issued a new accounting standard which improves reportable segment disclosure requirements.

The new standard will require enhanced disclosures about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period, including for companies with a single reportable segment.

The standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and early adoption is permitted.

We are currently evaluating the impact of this new standard on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued a new accounting standard which improves income tax disclosure requirements.

The new standard will require more detailed information on several income tax disclosures, such as income taxes paid and the income tax rate reconciliation table.

The standard is effective for public business entities such as Amgen with annual periods beginning after December 15, 2024, and early adoption is permitted.

We are currently evaluating the impact of this new standard on our consolidated financial statements and related disclosures.

Restructuring

In the first quarter of 2023, we initiated a restructuring plan to enhance continued innovation, including investments in first-in-class medicines, while improving our cost structure.

As part of the plan, we are reallocating resources to the areas of the business that will enable long-term growth.

We completed substantially all the activities associated with this restructuring plan in 2023.

The following table summarizes recorded charges related to the restructuring plan by type of activity and the locations recognized within the Consolidated Statements of Income (in millions):

Year ended December 31, 2023

Separation costs Asset impairments and other charges Total

Cost of sales $ — $ 36 $ 36

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and additional interim segment reporting disclosures, including for companies with a single reportable segment.

The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required for all prior periods presented.

We adopted this standard in fiscal year 2024, which resulted in incremental segment disclosures.

See Note 2, Segment and other information.

Recent accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to improve income tax disclosure requirements by requiring more detailed information on 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.

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 Consolidated Statements of Income.

The CODM uses net income to allocate resources on a consolidated basis, which enables the CODM to assess both the overall level of resources available and optimize 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 Consolidated Balance Sheets.

See Note 10, Investments, for further information regarding equity method investments, and Net cash used in investing activities in the 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 and a reconciliation of segment net income to the Company’s total consolidated net income for the years ended December 31, 2024, 2023 and 2022 (in millions):

Years ended December 31,

2024 2023 2022

Product sales $ 32,026 $ 26,910 $ 24,801

Other revenues 1,398 1,280 1,522

Total revenues 33,424 28,190 26,323

Manufacturing cost of sales (1)(2)

11,118 7,347 5,776

Profit share and royalties in cost of sales (1)

1,740 1,104 630

Research and development (1)

Selling, general and administrative — 13 13

Other 186 3 189

Total $ 186 $ 81 $ 267

As of December 31, 2023, total restructuring liability decreased to $ 45 million primarily due to payments related to separation costs.

The total restructuring liability was included in Accrued liabilities in the Consolidated Balance Sheets.

5,964 4,784 4,434

Sales and marketing (1)

4,713 3,784 3,736

General and administrative (1)

2,383 2,395 1,678

Other segment items (3)

262 ( 743 ) 777

Equity in (income) loss of equity method investments

( 10 ) 14 667

Interest income

( 510 ) ( 1,225 ) ( 127 )

Interest expense, net 3,155 2,875 1,406

Provision for income taxes

519 1,138 794

Segment net income 4,090 6,717 6,552

Reconciliation of profit or loss:

Adjustments and reconciling items — — —

Consolidated net income $ 4,090 $ 6,717 $ 6,552

(1) During the years ended December 31, 2024, 2023 and 2022, we recognized amortization expense on our intangible assets of $ 4.8 billion, $ 3.2 billion and $ 2.6 billion, respectively.

Amortization of intangible assets is included primarily in Cost of sales in the Consolidated Statements of Income.

In addition, during the years ended December 31, 2024, 2023 and 2022, we recognized depreciation and ROU asset amortization expense of $ 805 million, $ 824 million and $ 818 million, respectively.

(2) During the years ended December 31, 2024, 2023 and 2022, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 2.4 billion, $ 656 million and $ 30 million, respectively.

(3) Other segment items included in Segment net income primarily consists of:

(i) fair value adjustments on equity securities (see Note 10, Investments) and (ii) net impairment charges on intangible assets (see Note 13, Goodwill and other intangible assets).

For the year ended December 31, 2023, other segment items also included expenses related to our restructuring plan that was both initiated and substantially completed in 2023.

For the year ended December 31, 2022, other segment items also included a loss on the divestiture of Gensenta (see Note 4, Acquisitions and divestitures).

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):

Year ended December 31, 2024 Year ended December 31, 2023 Year ended December 31, 2022

ROW Total U.S.

Prolia $ 2,885 $ 1,489 $ 4,374 $ 2,733 $ 1,315 $ 4,048 $ 2,465 $ 1,163 $ 3,628

ENBREL 3,288 28 3,316 3,650 47 3,697 4,044 73 4,117

XGEVA 1,507 718 2,225 1,527 585 2,112 1,480 534 2,014

1,139 1,083 2,222 793 842 1,635 608 688 1,296

Otezla 1,699 427 2,126 1,777 411 2,188 1,886 402 2,288

1,835 16 1,851 441 7 448 — — —

EVENITY 1,131 432 1,563 809 351 1,160 533 254 787

KYPROLIS 948 555 1,503 921 482 1,403 850 397 1,247

Nplate 970 486 1,456 996 481 1,477 848 459 1,307

Aranesp 386 956 1,342 452 910 1,362 521 900 1,421

BLINCYTO 800 416 1,216 566 295 861 336 247 583

KRYSTEXXA (1)

1,185 — 1,185 272 — 272 — — —

Vectibix 519 526 1,045 461 523 984 396 497 893

TEZSPIRE 972 — 972 567 — 567 170 — 170

Other products (2)

4,037 1,593 5,630 3,307 1,389 4,696 3,606 1,444 5,050

Total product sales (3)

23,301 8,725 32,026 19,272 7,638 26,910 17,743 7,058 24,801

Other revenues 562 836 1,398 534 746 1,280 852 670 1,522

Total revenues $ 23,863 $ 9,561 $ 33,424 $ 19,806 $ 8,384 $ 28,190 $ 18,595 $ 7,728 $ 26,323

(1) TEPEZZA and KRYSTEXXA were acquired from the acquisition of Horizon on October 6, 2023, and include product sales in the periods after the acquisition date.

(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 years ended December 31, 2024, 2023 and 2022.

In the United States, we sell primarily to pharmaceutical wholesale distributors that we use as the principal means of distributing our products to healthcare providers.

Outside the United States, we sell principally to healthcare providers and/or pharmaceutical wholesale distributors depending on the distribution practice in each country.

We monitor the financial condition of our larger customers and limit our credit exposure by setting credit limits and, in certain circumstances, by requiring letters of credit or obtaining credit insurance.

For each of the years ended December 31, 2024, 2023 and 2022, we had product sales to three customers that individually accounted for more than 10% of total revenues.

For the year ended December 31, 2024, on a combined basis, these customers accounted for 77 % of total gross revenues as shown in the following table.

Certain information with respect to these customers was as follows (dollar amounts in millions):

Years ended December 31,

2024 2023 2022

McKesson Corporation:

Gross product sales $ 22,173 $ 19,035 $ 17,305

% of total gross revenues 33 % 33 % 35 %

Cencora, Inc.:

Gross product sales $ 18,387 $ 16,625 $ 15,443

% of total gross revenues 27 % 29 % 31 %

Cardinal Health, Inc.:

Gross product sales $ 11,278 $ 9,775 $ 8,319

% of total gross revenues 17 % 17 % 16 %

As of December 31, 2024 and 2023, amounts due from these three customers each exceeded 10% of gross trade receivables and accounted for 70 % and 75 %, respectively, of net trade receivables on a combined basis.

As of December 31, 2024 and 2023, 26 % and 22 %, respectively, of net trade receivables were due from customers located outside the United States, the majority of which were from Europe.

Our total allowance for doubtful accounts as of December 31, 2024 and 2023, was not material.

Acquisitions and divestitures

Acquisition of Horizon Therapeutics plc

On October 6, 2023, Amgen completed its acquisition of Horizon for $ 116.50 per share in cash, representing a total consideration of approximately $ 27.8 billion.

The acquisition was funded primarily through our March 2023 debt issuance and borrowings from our term loan credit agreement.

See Note 16, Financing arrangements.

On October 6, 2023, Amgen completed its acquisition of Horizon by acquiring all of the outstanding shares of Horizon for $ 116.50 per share in cash, representing a total consideration of approximately $ 27.8 billion.

Horizon is a global biotechnology company focused on the discovery, development and commercialization of medicines that address critical needs of patients impacted by rare, autoimmune and severe inflammatory diseases.

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Upon its acquisition, Horizon became a wholly owned subsidiary of Amgen, and its operations have been included in our consolidated financial statements commencing on the acquisition date.

During the three months ended December 31, 2023, the Company incurred approximately $ 487 million of acquisition costs related to the closing of our Horizon acquisition, consisting of $ 167 million for share-based payments to settle non-vested equity awards attributable to post-combination services, severance and other employee-related expenses, and $ 320 million of transaction costs.

These costs were included primarily in SG&A expense in the Consolidated Statements of Income.

The following table summarizes the total consideration and allocated acquisition date fair values of assets acquired and liabilities assumed (in millions):

During the year ended December 31, 2024, the purchase price allocation of the acquisition was completed and measurement period adjustments were finalized, which included changes to the purchase price allocation that resulted in a net increase of approximately $ 25 million to goodwill.

The measurement period adjustments resulted primarily from adjustments to acquired assets and liabilities, including deferred tax attributes, based on facts and circumstances that existed as of the acquisition date and did not result from events subsequent to the acquisition date.

The adjustments did not have a significant impact on Amgen’s results of operations during the year ended December 31, 2024, and would not have had a significant impact on prior-period results if the adjustments had been made as of the acquisition date.

The following table summarizes the final total consideration and allocated acquisition date fair values of assets acquired and liabilities assumed, inclusive of measurement-period adjustments (in millions):

Cash and cash equivalents $ 681

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Other assets and liabilities, net ( 273 )

Total assets acquired, net $ 27,833

Total assets acquired, net of liabilities assumed

The $ 27.8 billion total consideration for this transaction consisted of (i) cash consideration transferred to common shareholders of $ 26.7 billion;

(ii) cash consideration transferred to vested and outstanding options, outstanding RSU awards, and outstanding PSU awards of $ 523 million;

(iii) fair value of Amgen replacement awards (based on conversion of outstanding employee RSU awards) of $ 180 million representing non-cash consideration;

and (iv) a portion of Horizon’s debt, settled by Amgen on the closing date, of $ 382 million.

Amgen issued 1.7 million replacement equity awards with the original vesting conditions, and fair value was determined based on acquisition date fair value based on the conversion calculation.

(ii) cash consideration transferred to vested and outstanding options, outstanding RSU awards and outstanding performance share unit awards of $ 523 million;

(iii) fair value of Amgen replacement awards (based on conversion of outstanding employee RSU awards) of $ 180 million representing noncash consideration;

and (iv) a portion of Horizon’s debt, settled by Amgen on the acquisition closing date, of $ 382 million.

Amgen issued 1.7 million replacement equity awards with the original vesting conditions, the fair value of which was determined based on the acquisition date fair value based on the conversion calculation.

See Note 5, Stock-based compensation.

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The projected cash flows were based on certain assumptions attributable to the respective intangible asset, including estimates of future revenues and expenses, the time and resources needed to complete development and the probabilities of obtaining marketing approval from the FDA and other regulatory agencies.

The developed-product-technology rights are being amortized on a straight-line basis over a weighted-average period of approximately 10 years using the straight-line methodology.

The developed-product-technology rights are being amortized on a straight-line basis over a weighted-average period of approximately 10 years from the acquisition date using the straight-line methodology.

The estimated fair value of the acquired inventory of $ 5.0 billion was determined using the comparative sales method, which uses actual or expected selling prices of inventory as the base amount to which adjustments for selling effort and a profit on the buyer’s effort are applied.

The inventory fair value adjustment is being amortized using a weighted-average inventory turnover, which we estimate to approximate 27 months.

The inventory fair value adjustment is being amortized using a weighted-average inventory turnover, which we estimate to approximate 27 months from the acquisition date.

A deferred tax liability of $ 2.5 billion was recognized on the temporary differences related to the book bases and tax bases of the acquired identifiable assets and assumed liabilities, primarily driven by the intangible assets acquired, as well as associated deferred tax asset for anticipatory foreign tax credits of $ 795 million.

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The goodwill value represents expected synergies from the marketed products acquired and other benefits.

Our accounting for this acquisition is preliminary and will be finalized upon completion of our analysis to determine the acquisition date fair values of certain assets acquired, liabilities assumed and tax-related items as we obtain additional information during the measurement period of up to one year from the acquisition date.

Following the acquisition date of October 6, 2023, the operating results of Horizon have been included in our consolidated financial statements.

For the period from the acquisition date through December 31, 2023, total revenues and net losses attributable to Horizon were $ 955 million and $ 1.2 billion, respectively, inclusive of $ 633 million of inventory fair value step-up amortization and $ 479 million of intangible asset amortization recorded in Cost of sales in the Consolidated Statements of Income.

These costs were included primarily in SG&A expense in the Consolidated Statements of Income.

Supplemental Pro Forma Financial Information

The following table presents the unaudited supplemental pro forma results of a hypothetical combined Amgen and Horizon for the years ended December 31, 2023 and 2022, as if the acquisition of Horizon had occurred on January 1, 2022 (in millions):

The following table presents the unaudited supplemental pro forma results of a hypothetical combined Amgen and Horizon entity for the years ended December 31, 2023 and 2022, as if the acquisition of Horizon had occurred on January 1, 2022 (in millions):

Years ended December 31,

Total revenue $ 30,969 $ 29,964

Total revenues

$ 30,969 $ 29,964

Net income $ 5,383 $ 2,381

The unaudited supplemental pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of Amgen and Horizon.

In order to reflect the occurrence of the acquisition on January 1, 2022, the unaudited supplemental pro forma financial information includes adjustments to reflect the following:

(i) incremental amortization expense based on the current preliminary fair values of the identifiable intangible assets and inventory step-up;

In order to reflect the occurrence of the acquisition on January 1, 2022, the unaudited supplemental pro forma financial information includes adjustments to reflect:

(i) incremental amortization expense based on the fair values of the identifiable intangible assets and inventory step-up;

(ii) the additional interest expense associated with the issuance of debt to finance the acquisition;

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Measurement-period adjustments during the year ended December 31, 2023, included changes in the purchase price allocation and total consideration, resulting in a net decrease of approximately $ 18 million to goodwill.

The measurement period adjustments resulted primarily from valuation inputs pertaining to the TAVNEOS intangible assets, adjustments to vendor payables and deferred tax attributes based on facts and circumstances that existed as of the acquisition date and did not result from events subsequent to the acquisition date.

The adjustments did not have a significant impact on Amgen’s results of operations during the year ended December 31, 2023, and would not have had a significant impact on prior-period results if the adjustments had been made as of the acquisition date.

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Deferred tax liability, net ( 502 )

Total assets acquired, net $ 3,925

Total assets acquired, net of liabilities assumed

The $ 3.9 billion total consideration consisted of (i) a $ 3.7 billion cash payment to outstanding common stockholders of ChemoCentryx and (ii) a $ 181 million cash payment to equity award holders of ChemoCentryx for services rendered prior to the acquisition date of October 20, 2022, under the ChemoCentryx equity award plans.

The developed-product-technology rights acquired relates to TAVNEOS, which is approved in the United States and the EU for ANCA-associated vasculitis.

The estimated fair values of $ 3.5 billion were determined by using a multi-period excess earnings income approach that discounts expected future cash flows to present value by applying a discount rate that represents the estimated rate that market participants would use to value the intangible assets.

The developed-product-technology rights are being amortized on a straight-line basis over a weighted-average period of approximately 11 years using the straight-line method.

The estimated fair value of $ 3.5 billion was determined by using a multi-period excess earnings income approach that discounts expected future cash flows to present value by applying a discount rate that represents the estimated rate that market participants would use to value the intangible assets.

The developed-product-technology rights are being amortized on a straight-line basis over a weighted-average period of approximately 11 years from the acquisition date using the straight-line methodology.

The estimated fair value of the acquired inventory of $ 41 million was determined using the comparative sales method, which uses actual or expected selling prices of inventory as the base amount to which adjustments for selling effort and a profit on the buyer’s effort are applied.

The inventory fair value adjustment was amortized as inventory turned over, which we estimated to be approximately 13 months.

The inventory fair value adjustment was amortized as inventory turned over, which we estimated to be approximately 13 months from the acquisition date.

A net deferred tax liability of $ 502 million was recognized on the temporary differences related to the book bases and tax bases of the acquired identifiable assets and assumed liabilities, primarily driven by the intangible assets acquired.

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The goodwill value is primarily attributable to the expected synergies from the TAVNEOS asset.

Acquisition of Teneobio, Inc.

On October 19, 2021, we acquired all of the outstanding stock of Teneobio, a privately held, clinical-stage biotechnology company developing a new class of biologics called human heavy-chain antibodies, which are single-chain antibodies composed of the human heavy-chain domain.

The transaction, which was accounted for as a business combination, includes Teneobio’s proprietary bispecific and multispecific antibody technologies, which complement Amgen’s existing antibody capabilities and bispecific T-cell engager BiTE ® platform and will enable significant acceleration and efficiency in the discovery and development of new molecules to treat diseases across Amgen’s core therapeutic areas.

Upon its acquisition, Teneobio became a wholly owned subsidiary of Amgen, and its operations have been included in our consolidated financial statements commencing on the acquisition date.

Measurement period adjustments for the year ended December 31, 2022, included changes to the purchase price allocation and total consideration, resulting in a net increase of $ 22 million to goodwill.

The measurement period adjustments resulted primarily from valuation inputs pertaining to certain acquired assets based on facts and circumstances that existed as of the acquisition date and did not result from events subsequent to the acquisition date.

These adjustments did not have a significant impact on Amgen’s results of operations during the year ended December 31, 2022, and would not have had a significant impact on prior-period results if these adjustments had been made as of the acquisition date.

Cash purchase price $ 993

Contingent consideration 299

Total consideration $ 1,292

Cash and cash equivalents $ 100

Finite-lived intangible asset – R&D technology rights 115

Finite-lived intangible assets – licensing rights 41

Other assets, net 16

Deferred tax liability ( 244 )

Total assets acquired, net $ 1,292

Consideration for this transaction comprised of (i) an upfront cash payment of $ 993 million, which included a working-capital adjustment, and (ii) future contingent milestone payments to Teneobio’s former equity holders of up to $ 1.6 billion in cash, based on the achievement of various development and regulatory milestones with regard to the leading asset (AMG 340, formerly TNB-585) and to various development milestones for other drug candidates.

The estimated fair values of the contingent consideration obligations aggregated $ 299 million as of the acquisition date and were determined using a probability-weighted expected return methodology.

The assumptions in this method include the probability of achieving the milestones and the expected payment dates, with such amounts discounted to present value based on our pretax cost of debt.

See Note 18, Fair value measurement, for information regarding the estimated fair value of these obligations as of December 31, 2023.

The estimated fair values of acquired IPR&D assets totaled $ 991 million, of which $ 784 million related to AMG 340, and the balance related to four separate preclinical oncology programs.

See Note 13, Goodwill and other intangible assets, for information regarding the acquired IPR&D assets as of December 31, 2023.

The R&D technology rights of $ 115 million related to Teneobio’s proprietary bispecific and multispecific antibody technologies;

the amount is being amortized over 10 years by using the straight-line method.

Teneobio has also licensed its technology and certain identified targets to various third parties, representing contractual agreements valued at $ 41 million.

The estimated fair values for these intangible assets were determined using a multi-period excess earnings income approach that discounts expected future cash flows to present value by applying a discount rate that represents the estimated rate that market participants would use to value the intangible assets.

A deferred tax liability of $ 244 million was recognized on temporary differences related to the book bases and tax bases of the acquired identifiable assets and assumed liabilities, primarily driven by the intangible assets acquired.

The excess of the acquisition date consideration over the fair values assigned to the assets acquired and the liabilities assumed of $ 273 million was recorded as goodwill, which is not deductible for tax purposes.

The goodwill value represented expected synergies from both AMG 340 and the technologies acquired.

During the third quarter of 2023, the development of AMG 340 acquired in connection with our Teneobio acquisition was terminated.

See Note 13, Goodwill and other intangible assets, and Note 18, Fair value measurement, for additional information.

Acquisition of Five Prime Therapeutics, Inc.

On April 16, 2021, Amgen completed its acquisition of Five Prime for a total cash consideration of $ 1.6 billion, net of cash acquired.

The purchase price was funded with cash on hand.

This transaction was accounted for as an asset acquisition because substantially all the value of the assets acquired was concentrated in the intellectual property rights of bemarituzumab, a Phase 3 first-in-class program for gastric cancer.

Five Prime’s operations have been included in our consolidated financial statements commencing after the acquisition date.

We allocated the consideration to acquire Five Prime to the bemarituzumab IPR&D program of $ 1.5 billion, which was expensed immediately in Acquired IPR&D expense in the Consolidated Statements of Income;

deferred tax assets of $ 177 million;

and other net liabilities of $ 47 million.

The acquired IPR&D expense was not tax deductible.

Divestiture of Gensenta İlaç Sanayi ve Ticaret A.Ş.

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See Note 17, Stockholders’ equity.

We operate in one business 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 revenues relates to products sold in Europe.

Revenues were as follows (in millions):

Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021

ROW Total U.S.

Prolia $ 2,733 $ 1,315 $ 4,048 $ 2,465 $ 1,163 $ 3,628 $ 2,150 $ 1,098 $ 3,248

ENBREL 3,650 47 3,697 4,044 73 4,117 4,352 113 4,465

Otezla 1,777 411 2,188 1,886 402 2,288 1,804 445 2,249

XGEVA 1,527 585 2,112 1,480 534 2,014 1,434 584 2,018

793 842 1,635 608 688 1,296 557 560 1,117

Nplate 996 481 1,477 848 459 1,307 566 461 1,027

KYPROLIS 921 482 1,403 850 397 1,247 736 372 1,108

Aranesp 452 910 1,362 521 900 1,421 537 943 1,480

EVENITY 809 351 1,160 533 254 787 331 199 530

Vectibix 461 523 984 396 497 893 347 526 873

BLINCYTO 566 295 861 336 247 583 278 194 472

441 7 448 — — — — — —

KRYSTEXXA (1)

272 — 272 — — — — — —

Other products (2)

3,874 1,389 5,263 3,776 1,444 5,220 4,194 1,516 5,710

Total product sales (3)

19,272 7,638 26,910 17,743 7,058 24,801 17,286 7,011 24,297

Other revenues 534 746 1,280 852 670 1,522 908 774 1,682

Total revenues $ 19,806 $ 8,384 $ 28,190 $ 18,595 $ 7,728 $ 26,323 $ 18,194 $ 7,785 $ 25,979

(1) TEPEZZA and KRYSTEXXA were acquired from the acquisition of Horizon on October 6, 2023, and includes product sales from the acquisition date through December 31, 2023.

(2) Consists of product sales of our non-principal products, as well as sales prior to the divestiture of our Bergamo and Gensenta subsidiaries in the second quarter of 2023 and fourth quarter of 2022, respectively.

(3) Hedging gains and losses, which are included in product sales, were not material for the years ended December 31, 2023, 2022 and 2021.

In the United States, we sell primarily to pharmaceutical wholesale distributors that we use as the principal means of distributing our products to healthcare providers.

Outside the United States, we sell principally to healthcare providers and/or pharmaceutical wholesale distributors depending on the distribution practice in each country.

We had product sales to three customers that individually accounted for more than 10% of total revenues for each of the years ended December 31, 2023, 2022 and 2021.

For the year ended December 31, 2023, on a combined basis, these customers accounted for 79 % of total gross revenues as shown in the following table.

Certain information with respect to these customers was as follows (dollar amounts in millions):

Years ended December 31,

2023 2022 2021

McKesson Corporation:

Gross product sales $ 19,035 $ 17,305 $ 15,187

% of total gross revenues 33 % 35 % 33 %

Cencora, Inc.

(formerly AmerisourceBergen Corporation):

Gross product sales $ 16,625 $ 15,443 $ 14,783

% of total gross revenues 29 % 31 % 32 %

Cardinal Health, Inc.:

Gross product sales $ 9,775 $ 8,319 $ 7,681

% of total gross revenues 17 % 16 % 17 %

As of both December 31, 2023 and 2022, amounts due from these three customers each exceeded 10% of gross trade receivables and accounted for 75 % of net trade receivables on a combined basis.

As of December 31, 2023 and 2022, 22 % and 26 %, respectively, of net trade receivables were due from customers located outside the United States, the majority of which were from Europe.

Our total allowance for doubtful accounts as of December 31, 2023 and 2022, was not material.

Stock-based compensation

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Restricted stock units

The grant date fair value of an RSU equals the closing price of our common stock on the grant date, as RSUs accrue dividend equivalents during their vesting period, except with respect to certain holders of Horizon unvested RSUs who were granted replacement Amgen RSUs in 2023 under the original terms of the awards in connection with the Horizon acquisition based on the terms of the transaction.

See Note 4, Acquisitions and divestitures.

Subsequent to the Horizon acquisition, $ 42 million of the RSUs were accelerated and cash settled in 2023.

The weighted-average grant date fair values per unit of RSUs granted (excluding replacement awards granted to Horizon RSU holders) during the years ended December 31, 2024, 2023 and 2022, were $ 301.36 , $ 237.70 and $ 234.47 , respectively.

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Granted 1.5 $ 301.36

Replacement awards granted - Horizon acquisition 1.7 $ 267.47

Vested ( 1.6 ) $ 250.80

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Balance nonvested as of December 31, 2024

Holders of Horizon unvested RSUs were granted replacement Amgen RSUs under the original terms of the awards in connection with the Horizon acquisition based on the terms of the transaction.

See Note 3, Acquisitions and divestitures.

Subsequent to the acquisition, $ 42 million of the RSUs were accelerated and cash settled.

The total grant date fair values of RSUs that vested during the years ended December 31, 2024, 2023 and 2022, were $ 401 million, $ 309 million and $ 192 million, respectively.

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Certain management-level employees also receive annual grants of performance units, which give the recipient the right to receive common stock that is contingent upon achievement of specified preestablished goals over the performance period, which is generally three years .

The performance goals for the units granted during the years ended December 31, 2023, 2022 and 2021, which are accounted for as equity awards, are based on (i) Amgen’s stockholder return compared with a comparator group of companies, which are considered market conditions and are therefore reflected in the grant date fair values of the units, and (ii) Amgen’s stand-alone financial performance measures, which are considered performance conditions.

The performance goals for the units granted during the years ended December 31, 2024, 2023 and 2022, which are accounted for as equity awards, are based on (i) Amgen’s total stockholder return compared with a comparator group of companies, which are considered market conditions and are therefore reflected in the grant date fair values of the units, and (ii) Amgen’s stand-alone financial performance measures, which are considered performance conditions.

The expense recognized for awards is based on the grant date fair value of a unit multiplied by the number of units expected to be earned with respect to the related performance conditions, net of estimated forfeitures.

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Valuation allowances are provided to reduce the amounts of our deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts.

The valuation allowance increased in 2023, primarily driven by the Company’s expectation that certain state R&D credits will expire unused as well as acquired state credits and state NOLs not expected to be realized.

As of December 31, 2023, we had $ 201 million of federal tax credit carryforwards available to reduce future federal income taxes and have provided a valuation allowance for $ 19 million of those federal tax credit carryforwards.

The valuation allowance increased in 2024, primarily driven by the Company’s expectation that certain state R&D credits will expire unused.

As of December 31, 2024, we had $ 195 million of federal tax credit carryforwards available to reduce future federal income taxes and have provided a $ 17 million valuation allowance on those federal tax credit carryforwards.

The federal tax credit carryforwards expire between 2025 and 2045.

We had $ 1.1 billion of state tax credit carryforwards available to reduce future state income taxes and have provided a valuation allowance for $ 971 million of those state tax credit carryforwards.

We had $ 84 million of tax credit carryforwards related to our foreign jurisdictions available to offset future foreign income taxes for which we have provided $ 59 million valuation allowance.

We had $ 1.2 billion of state tax credit carryforwards available to reduce future state income taxes and have provided a valuation allowance for $ 1.1 billion of those state tax credit carryforwards.

We had $ 83 million of tax credit carryforwards related to our foreign jurisdictions available to offset future foreign income taxes for which we have provided a $ 53 million valuation allowance.

As of December 31, 2024, we had $ 239 million of federal NOL carryforwards available to reduce future federal income taxes and have provided no valuation allowance on those federal NOL carryforwards.

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During the years ended December 31, 2024, 2023 and 2022, we recognized $ 282 million, $ 287 million and $ 189 million, respectively, of interest and penalties through the income tax provision in the Consolidated Statements of Income.

The increase in interest expense for the year ended December 31, 2023, was primarily due to higher interest rates during 2023 and acquired positions.

The decrease in interest expense for the year ended December 31, 2024, was primarily due to an IRS advance deposit of $ 800 million paid during the first quarter of 2024.

As of December 31, 2024 and 2023, accrued interest and penalties associated with UTBs were $ 1.6 billion and $ 1.4 billion, respectively.

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Credits, primarily federal R&D ( 5.4 ) % ( 3.5 ) % ( 2.0 ) %

Acquisition IPR&D — % — % 4.9 %

Other, net 0.3 % 0.5 % ( 0.4 ) %

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Our foreign earnings are also subject to U.S.

tax at a reduced rate of 10.5%.

We are no longer subject to a 4% excise tax in the U.S.

tax at a reduced rate of 10.5% and to the OECD’s 15% global minimum tax in jurisdictions where enacted.

Beginning on January 1, 2023, we were no longer subject to a 4% excise tax in the U.S.

territory of Puerto Rico on the gross intercompany purchase price of goods and services from our manufacturer in Puerto Rico.

As of January 1, 2023, we qualify for and are subject to the alternative income tax rate on industrial development income of our Puerto Rico affiliate.

We qualify for and are subject to the alternative income tax rate on industrial development income of our Puerto Rico affiliate.

In the United States, this income tax qualifies for foreign tax credits.

Both this income tax and the associated foreign tax credits are generally recognized in our provision for income taxes.

We accounted for the 2022 excise tax that was capitalized in Inventories as an expense in Cost of sales when the related products were sold in 2023, and a foreign tax credit was not recognized in 2023 with respect to the excise tax.

We accounted for the 2022 excise tax that was capitalized in Inventories as an expense in Cost of sales when the related products were sold in the first half of 2023, and a foreign tax credit was not recognized with respect to the excise tax expense in 2023.

We did not have this excise tax exposure in 2024.

Income taxes paid during the years ended December 31, 2024, 2023 and 2022, were $ 2.9 billion, $ 3.4 billion and $ 2.4 billion, respectively.

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Our income tax returns are routinely examined by tax authorities in those jurisdictions.

Significant disputes can 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.

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.

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Tax Court on December 19, 2022.

On February 10, 2023, the U.S.

Tax Court entered an order setting a trial date of November 4, 2024.

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 Tax Court no earlier than 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.

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Our significant arrangements are discussed below.

BeiGene, Ltd.

In January 2020, we acquired an equity stake in BeiGene for approximately $ 2.8 billion in cash as part of a collaboration to expand our oncology presence in China.

For additional information regarding our equity investment in BeiGene, see Note 10, Investments.

Under the collaboration, BeiGene began selling XGEVA in 2020, BLINCYTO in 2021 and KYPROLIS in 2022 in China, and Amgen shares profits and losses equally during the initial product-specific commercialization periods;

thereafter, product rights may revert to Amgen, and Amgen will pay royalties to BeiGene on sales in China of such products for a specified period.

Amgen manufactures and supplies the collaboration products to BeiGene.

In addition, we jointly develop a portion of our oncology portfolio with BeiGene, which shares in global R&D costs by providing cash and development services of up to $ 1.25 billion.

Upon regulatory approval, BeiGene will assume commercialization rights in China for a specified period, and Amgen and BeiGene will share profits equally until certain of these product rights revert to Amgen.

Upon return of the product rights, Amgen will pay royalties to BeiGene on sales in China for a specified period.

For product sales outside China, Amgen will also pay royalties to BeiGene.

During the years ended December 31, 2023, 2022 and 2021, net costs recovered from BeiGene for oncology product candidates were $ 109 million, $ 199 million and $ 220 million, respectively, and were recorded as an offset to R&D expense in the Consolidated Statements of Income.

During the years ended December 31, 2023, 2022 and 2021, product sales from Amgen to BeiGene under the collaboration were $ 125 million, $ 64 million and $ 72 million, respectively, and were recorded in Product sales in the Consolidated Statements of Income.

During the years ended December 31, 2023, 2022 and 2021, profit and loss share expenses related to the initial product-specific commercialization period were $ 40 million, $ 53 million and $ 64 million, respectively, and were recorded in SG&A expense in the Consolidated Statements of Income.

Amounts owed from BeiGene for product sales were $ 16 million and $ 6 million as of December 31, 2023 and 2022, respectively, which are included in Trade receivables, net, in the Consolidated Balance Sheets.

Net amounts owed from BeiGene for cost recoveries and profit and loss

share payments were $ 44 million and $ 47 million as of December 31, 2023 and 2022, respectively, which are included in Other current assets in the Consolidated Balance Sheets.

AstraZeneca plc

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Under our collaboration, both companies share global costs, profits and losses equally after payment by AstraZeneca of a mid-single-digit royalty to Amgen.

AstraZeneca leads global development, and both Amgen and AstraZeneca jointly commercialize TEZSPIRE in North America.

AstraZeneca leads global development.

In North America, Amgen, as the principal, recognizes product sales of TEZSPIRE in the United States, and AstraZeneca, as the principal, recognizes product sales of TEZSPIRE in Canada.

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Amgen manufactures and supplies TEZSPIRE worldwide.

During the years ended December 31, 2023, 2022 and 2021, net costs due to AstraZeneca for global development were $ 77 million, $ 74 million and $ 49 million, respectively, and were recorded in R&D expense in the Consolidated Statements of Income.

During the years ended December 31, 2023, 2022 and 2021, net costs due to AstraZeneca for global commercialization were $ 73 million, $ 60 million and $ 39 million, respectively, and were recorded in SG&A expense in the Consolidated Statements of Income.

During the years ended December 31, 2023 and 2022, global profit and loss share expenses were $ 310 million and $ 119 million, respectively, and were recorded primarily in Cost of sales in the Consolidated Statements of Income.

During the years ended December 31, 2024, 2023 and 2022, global profit and loss share expenses were $ 412 million, $ 310 million and $ 119 million, respectively, and were recorded in Cost of sales in the Consolidated Statements of Income.

Net costs due to AstraZeneca for global development and commercialization were not material during the years ended December 31, 2024, 2023 and 2022.

TEZSPIRE launched in the United States in January 2022.

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Net costs recovered from and due to UCB during the years ended December 31, 2024, 2023 and 2022, were not material.

Novartis Pharma AG

We are in a collaboration with Novartis to jointly develop and commercialize Aimovig.

On January 31, 2022, we modified the terms of the collaboration.

Effective January 1, 2022, in the United States, Novartis no longer collaborates with Amgen, shares Aimovig commercialization costs or is required to pay milestones, and Amgen no longer pays royalties to Novartis on U.S.

sales of Aimovig.

Novartis continues to hold global co-development rights and exclusive commercial rights outside the United States and Japan for Aimovig.

Amgen and Novartis share global development expenses, and Novartis pays Amgen double-digit royalties on net sales of the product outside the United States and Japan.

Amgen manufactures and supplies Aimovig worldwide.

During the years ended December 31, 2023 and 2022, net costs recovered from Novartis for migraine products were $ 42 million and $ 53 million, respectively, and were recorded in R&D expense in the Consolidated Statements of Income.

During the year ended December 31, 2021, net costs recovered from Novartis for migraine products were $ 160 million and were recorded primarily in SG&A expense in the Consolidated Statements of Income.

During the year ended December 31, 2021, royalties due to Novartis for Aimovig were $ 116 million and were recorded in Cost of sales in the Consolidated Statements of Income.

During the years ended December 31, 2023, 2022 and 2021, royalties due from Novartis for Aimovig were not material.

BeiGene, Ltd.

In January 2020, we acquired an equity stake in BeiGene for approximately $ 2.8 billion in cash as part of a collaboration to expand our oncology presence in China.

For additional information regarding our equity investment in BeiGene, see Note 10, Investments.

thereafter, product rights may revert to Amgen, and Amgen would pay royalties to BeiGene on sales in China of such products for a specified period.

Amgen manufactures and supplies the collaboration products to BeiGene.

In addition, we jointly develop a portion of our oncology portfolio with BeiGene, which shares in global R&D costs by providing cash and development services of up to $ 1.25 billion.

Upon regulatory approval, BeiGene will assume commercialization rights in China for a specified period, and Amgen and BeiGene will share profits and losses equally until certain of these product rights revert to Amgen.

Upon return of the product rights, Amgen will pay royalties to BeiGene on sales in China for a specified period.

For product sales outside China, Amgen also pays royalties to BeiGene.

During the years ended December 31, 2024, 2023 and 2022, net costs recovered from BeiGene for oncology product candidates were $ 122 million, $ 109 million and $ 199 million, respectively, and were recorded as an offset to R&D expense in the Consolidated Statements of Income.

During the years ended December 31, 2024, 2023 and 2022, product sales from Amgen to BeiGene under the collaboration were $ 259 million, $ 125 million and $ 64 million, respectively, and were recorded in Product sales in the Consolidated Statements of Income.

Profit and loss share expenses related to the initial product-specific commercialization period were not material during the years ended December 31, 2024, 2023 and 2022.

Kyowa Kirin Co., Ltd.

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We will also pay Kyowa Kirin significant double-digit royalties on global sales, except in Japan.

During the year ended December 31, 2023, net costs recovered from Kyowa Kirin were $ 93 million and were recorded in R&D expense in the Consolidated Statements of Income.

Net costs due to or recovered from Kyowa Kirin during the years ended December 31, 2022 and 2021, were not material.

During the years ended December 31, 2024, 2023 and 2022, net costs recovered from Kyowa Kirin were $ 166 million, $ 93 million and $ 23 million, respectively, and were recorded as an offset to R&D expense in the Consolidated Statements of Income.

In addition to the collaborations discussed above, we have various other collaborations that are not individually significant to our business at this time.

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Available-for-sale investments

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

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 December 31, 2024 Amortized

11 unchanged sentences

Cash and cash equivalents $ 11,486 $ 10,404

Marketable securities — 1,676

Total available-for-sale investments $ 11,486 $ 10,404

1 unchanged sentence

All interest-bearing securities as of December 31, 2024 and 2023, mature in one year or less.

For the years ended December 31, 2023, 2022 and 2021, interest income on these investments were $ 1.2 billion, $ 127 million and $ 11 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, interest income on these investments was $ 510 million, $ 1.2 billion and $ 127 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, realized gains and losses on interest-bearing securities were not material.

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BeiGene, Ltd.

On January 2, 2020, we acquired a 20.5 % ownership interest in BeiGene for $ 2.8 billion, of which $ 2.6 billion was attributed to the fair value of equity securities upon closing, with the remainder attributed to prepaid R&D.

Our equity investment in BeiGene is included in Other noncurrent assets in the Consolidated Balance Sheets.

The fair value of equity securities acquired exceeded our proportionate share of the carrying value of BeiGene’s underlying net assets by $ 2.4 billion, and we began amortizing the intangible assets that gave rise to this basis difference over their useful lives.

On January 2, 2020, we acquired a 20.5 % ownership interest in BeiGene for $ 2.8 billion, substantially all of which was attributed to the fair value of equity securities, and we began using the equity method of accounting for this investment.

Since the fair value of equity securities acquired exceeded our proportionate share of the carrying value of BeiGene’s underlying net assets, we began amortizing the intangible assets that gave rise to this basis difference over their useful lives.

Effective January 30, 2023, we relinquished our right to appoint a director to BeiGene’s Board of Directors.

We no longer have the ability to exert significant influence over BeiGene.

As a result, in the first quarter of 2023, we began to account for our ownership interest as an equity security with a readily determinable fair value, with changes in fair value recorded in Other income (expense), net, in the Consolidated Statements of Income.

As a result, in the first quarter of 2023, we began to account for our ownership interest as an equity security with a readily determinable fair value, which is carried at fair value with changes in fair value recorded in Other income (expense), net, in the Consolidated Statements of Income.

See Note 18, Fair value measurement.

During the year ended December 31, 2023, we recognized an unrealized gain of $ 1.2 billion recorded in Other income (expense), net, in the Consolidated Statements of Income.

As of December 31, 2023, the carrying and fair value of our investment in BeiGene was $ 3.4 billion and was included in Other noncurrent assets in the Consolidated Balance Sheets.

During the years ended December 31, 2022 and 2021, under the equity method of accounting, the carrying value of the investment was reduced by our share of BeiGene’s net losses of $ 394 million and $ 265 million, respectively, and amortization of the basis difference of $ 190 million and $ 172 million, respectively.

During the year ended December 31, 2021, we increased the carrying value by $ 50 million as a result of our purchase of additional shares of BeiGene;

we did not purchase additional shares of BeiGene during the years ended December 31, 2023 and 2022 .

In addition, during the years ended December 31, 2022 and 2021 , the carrying value increased by $ 11 million and $ 265 million, respectively, from the impact of other BeiGene ownership transactions.

As of December 31, 2022, the carrying and fair values of our investment in BeiGene were $ 2.2 billion and $ 4.2 billion, respectively, and our ownership percentage was 18.2 %.

During the years ended December 31, 2024 and 2023, we recognized unrealized gains of $ 82 million and $ 1.2 billion, respectively, in Other income (expense), net, in the Consolidated Statements of Income.

As of December 31, 2024 and 2023, the fair values of our investment in BeiGene were $ 3.5 billion and $ 3.4 billion, respectively, and were included in Other noncurrent assets in the Consolidated Balance Sheets.

During the year ended December 31, 2022, under the equity method of accounting, the carrying value of the investment was reduced by our share of BeiGene’s net losses of $ 394 million and amortization of the basis difference of $ 190 million, with such amounts recognized in Other income (expense), net.

In addition, during the year ended December 31, 2022, the carrying value increased by $ 11 million from the impact of other BeiGene ownership transactions.

For information on a collaboration agreement we entered into with BeiGene in connection with this investment, see Note 9, Collaborations.

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 and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 494 million and $ 480 million as of December 31, 2023 and 2022, respectively, which are included in Other noncurrent assets in the Consolidated Balance Sheets.

For the years ended December 31, 2023, 2022 and 2021, net unrealized gains and losses on publicly traded securities were a net gain of $ 98 million, a net loss of $ 165 million and a net gain of $ 161 million, respectively.

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 $ 314 million and $ 494 million as of December 31, 2024 and 2023, respectively, which are included in Other noncurrent assets in the Consolidated Balance Sheets.

For the years ended December 31, 2024, 2023 and 2022, net unrealized gains and losses on publicly traded securities resulted in a net loss of $ 21 million , a net gain of $ 98 million and a net loss of $ 165 million , respectively.

Realized gains and losses on publicly traded securities for the years ended December 31, 2024, 2023 and 2022, were not material.

1 unchanged sentence

For the years ended December 31, 2024, 2023 and 2022 , gains due to upward adjustments and gains realized upon dispositions of these securities were not material.

For the year ended December 31, 2021 , gains due to upward adjustments were $ 152 million, and gains realized on the dispositions of these securities were $ 41 million.

For the years ended December 31, 2024 and 2023 , downward adjustments were not material.

For the year ended December 31, 2022, downward adjustments to the carrying values of these securities were $ 67 million.

For the year ended December 31, 2022, down ward adjustments to the carrying values of these securities were $ 67 million.

Adjustments were based on observable price transactions.

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Neumora Therapeutics, Inc.

On September 30, 2021, we acquired an approximately 25.9 % ownership interest in Neumora, a then privately held company, for $ 257 million, which is included in Other noncurrent assets in the Consolidated Balance Sheets, in exchange for a $ 100 million cash payment and $ 157 million in noncash consideration primarily related to future services.

During the third quarter of 2023, we made an additional $ 30 million equity investment in Neumora in connection with their initial public stock offering, and consequently, our investment now has a readily determinable fair value.

Although our equity investment provides

us with the ability to exercise significant influence over Neumora and therefore qualifies us for the equity method of accounting, we have elected the fair value option to account for our investment.

As of December 31, 2024 and 2023, our ownership interests in Neumora were approximately 21.9 % and 23.2 %, respectively, and the fair values of our investment were $ 375 million and $ 603 million, respectively, which are included in Other noncurrent assets in the 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.

See Note 18, Fair value measurement.

Under the fair value option, changes in the fair value of the investment are recognized through earnings in Other income (expense), net, in the Consolidated Statements of Income each reporting period.

We believe the fair value option best reflects the economics of the underlying transaction.

As of December 31, 2023 and 2022, our ownership interests in Neumora were approximately 23.2 % and 24.9 %, respectively, and the fair values of our investment were $ 603 million and $ 335 million, respectively.

During the years ended December 31, 2023, 2022 and 2021 , we recognized gains of $ 238 million and $ 105 million and a loss of $ 37 million, respectively, for the change in fair values in Other income (expense), net, in the Consolidated Statements of Income.

For information on determination of fair values, see Note 18, Fair value measurement.

During the years ended December 31, 2024, 2023 and 2022 , we recognized unrealized losses of $ 228 million and unrealized gains of $ 238 million and $ 105 million, respectively, for the change in fair values in Other income (expense), net, in the Consolidated Statements of Income.

On January 2, 2025, Neumora released results of a Phase 3 study of navacaprant, and Neumora’s stock price declined.

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

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As of December 31, 2024, unfunded additional commitments to be made for these investments during the next several years were $ 133 million .

For the years ended December 31, 2023, 2022 and 2021, net gains and losses recognized from our limited partnership investments were net losses of $ 14 million and $ 284 million and a net gain of $ 143 million, respectively.

For the years ended December 31, 2024 and 2023, net gains and losses recognized from our limited partnership investments were not material.

For the year ended December 31, 2022, net losses recognized from our limited partnership investments were $ 284 million .

Inventories consisted of the following (in millions):

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$ 6,998 $ 9,518

(1) The increase to Inventories was primarily due to the estimated fair value of the acquired inventory from the Horizon acquisition.

(1) The decrease to Inventories during the year ended December 31, 2024, was primarily due to amortization of the inventory step-up to fair value related to acquired inventory from the Horizon acquisition.

See Note 4, Acquisitions and divestitures.

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Geographic information

Certain geographic information with respect to property, plant and equipment, net (long-lived assets), was as follows (in millions):

Certain geographic information with respect to property, plant and equipment, net, was as follows (in millions):

$ 4,156 $ 3,658

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Beginning balance $ 18,629 $ 15,529

Changes to goodwill resulting from acquisitions and divestitures, net (1)

Currency translation adjustments 11 ( 12 )

Changes to goodwill resulting from acquisitions, net (1)

Foreign currency translation adjustments

Ending balance $ 18,637 $ 18,629

(1) For 2023, the increase to Goodwill was primarily due to goodwill resulting from the acquisition of Horizon.

For 2022, the increase to goodwill was due to goodwill resulting from the acquisition of ChemoCentryx, changes to the acquisition date fair values of net assets acquired in the acquisition of Teneobio and the nonstrategic Gensenta divestiture.

(1) For 2024, changes to Goodwill consisted of measurement-period adjustments related to our Horizon acquisition.

For 2023, changes to Goodwill primarily consisted of goodwill resulting from our Horizon acquisition.

See Note 4, Acquisitions and divestitures.

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Indefinite-lived intangible assets:

IPR&D 1,218 — 1,218 1,009 — 1,009

In-process research and development

1,060 — 1,060 1,218 — 1,218

Total other intangible assets $ 56,122 $ ( 28,423 ) $ 27,699 $ 56,447 $ ( 23,806 ) $ 32,641

Developed-product-technology rights consists of rights related to marketed products acquired in acquisitions.

Licensing rights consists primarily of contractual rights acquired in acquisitions to receive future milestone, royalty and profit-sharing payments;

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 up-front payments associated with royalty obligations for marketed products.

Marketing-related rights consists primarily 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.

Developed-product-technology rights include assets acquired with the Horizon and ChemoCentryx acquisitions.

IPR&D includes assets acquired with the Horizon and Teneobio acquisitions.

R&D technology rights and licensing rights includes assets acquired with the Teneobio acquisition.

See Note 3, Acquisitions and divestitures.

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 pertain to technologies used in R&D that have alternative future uses.

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.

All IPR&D projects have major risks and uncertainties associated with the timely and successful completion of the development and commercialization of product candidates, including our ability to confirm safety and efficacy based on data from clinical trials, our ability to obtain necessary regulatory approvals and our ability to successfully complete these tasks within budgeted costs.

All IPR&D projects have major risks

and uncertainties associated with the timely and successful completion of the development and commercialization of product candidates, including our ability to confirm safety and efficacy based on data from clinical trials, our ability to obtain necessary regulatory approvals and our ability to successfully complete these tasks within budgeted costs.

We are not permitted to market a human therapeutic without obtaining regulatory approvals, and such approvals require the completion of clinical trials that demonstrate that a product candidate is safe and effective.

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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 third quarter of 2023, the development of AMG 340 acquired in connection with our Teneobio acquisition was terminated, resulting in an impairment charge of $ 783 million, which was recognized in Other operating expenses in the Consolidated Statements of Income and included in Other items, net, in the Consolidated Statements of Cash Flows.

During the year ended December 31, 2023, the development of AMG 340 acquired in connection with our Teneobio acquisition was terminated, resulting in an impairment charge of $ 783 million, which was recognized in Other operating expenses in the Consolidated Statements of Income and included in Other items, net, in the Consolidated Statements of Cash Flows.

See Note 18, Fair value measurement, for the impact on the related contingent consideration liability.

The Company monitors intangible assets for impairment on a quarterly basis.

The Developed-product-technology rights intangible asset related to Otezla has a carrying value of $ 5.2 billion as of December 31, 2024.

In January 2025, Otezla was selected by CMS for Medicare price setting under the IRA that will be applicable beginning on January 1, 2027.

Future changes to the Company’s estimates of the impact of the price negotiations under the IRA, as well as regulatory, market and competitive developments, could unfavorably impact the Company’s ability to recover the carrying value of the related intangible asset.

During the years ended December 31, 2024, 2023 and 2022, we recognized amortization associated with our finite-lived intangible assets of $ 4.8 billion, $ 3.2 billion and $ 2.6 billion, respectively.

Amortization of intangible assets is included primarily in Cost of sales in the Consolidated Statements of Income.

The total estimated amortization for our finite-lived intangible assets for the years ending December 31, 2024, 2025, 2026, 2027 and 2028, are $ 4.8 billion, $ 4.5 billion, $ 3.9 billion, $ 3.9 billion and $ 2.9 billion, respectively.

The total estimated amortization for our finite-lived intangible assets for the years ending December 31, 2025, 2026, 2027, 2028 and 2029, is $ 4.5 billion, $ 3.9 billion, $ 3.9 billion, $ 2.9 billion and $ 2.2 billion, respectively.

We lease certain facilities and equipment related primarily to R&D, administrative and commercial activities.

Leases with terms of 12 months or less are expensed as incurred and are not recorded in the Consolidated Balance Sheets.

Most leases include one or more options to renew, with renewal terms that may extend the lease term up to seven years .

Most leases include one or more options to renew, with renewal terms that may extend the lease term up to ten years .

The exercise of lease renewal options is at our sole discretion.

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We sublease certain real estate to third parties.

Our sublease portfolio consists of operating leases from former R&D and administrative space.

Our sublease portfolio consists of operating leases from former R&D and administrative spaces.

The following table summarizes information related to our leases, all of which are classified as operating, included in our Consolidated Balance Sheets (in millions):

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Our borrowings consisted of the following (in millions):

0.41 % CHF 700 million bonds due 2023 ( 0.41 % 2023 Swiss franc Bonds)

3.625 % notes due 2024 ( 3.625 % 2024 Notes)

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5.25 % notes due 2025 ( 5.25 % 2025 Notes)

Term loan due April 2025 — 2,000

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Other notes due 2097 100 100

Total principal amount of debt

61,778 66,330

Unamortized bond discounts, premiums and issuance costs, net ( 1,360 ) ( 1,420 )

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Total long-term debt $ 56,549 $ 63,170

There are no material differences between the effective interest rates and the coupon rates of any of our borrowings, 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.

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.

Under the terms of all of our outstanding notes, except our Other notes due 2097, in the event of a change-in-control triggering event we may be required to purchase all or a portion of these debt securities at prices equal to 101 % of the principal amounts of the notes plus accrued and unpaid interest.

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Debt issuances and acquisition-related financing

We did not issue debt securities during the year ended December 31, 2024.

In March 2023, in connection with the acquisition of Horizon (see Note 4, Acquisitions and divestitures —Acquisition of Horizon Therapeutics plc ), we issued the following series of notes (in millions):

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Total $ 24,000

In December 2022, in connection with the acquisition of Horizon, we entered into a bridge credit agreement, which provided for borrowings with an aggregate principal amount of $ 24.5 billion as of December 31, 2022.

Subsequent to our March 2023 debt issuance described above, we terminated the bridge credit agreement.

Accordingly, during the first quarter of 2023, we recognized $ 98 million of financing cost associated with the bridge credit agreement, primarily in Other income (expense), net, in the Consolidated Statements of Income.

Also in connection with the acquisition of Horizon, we entered into a $ 4.0 billion term loan credit agreement in December 2022.

In October 2023, in connection with the completion of the acquisition of Horizon, we borrowed $ 4.0 billion under the term loan credit agreement with an interest rate of three-month SOFR plus 1.225 %, of which $ 2.0 billion is due in April 2025 and $ 2.0 billion is due in October 2026.

No amounts under this agreement were outstanding as of December 31, 2022.

During the years ended December 31, 2022 and 2021, we issued debt securities in the following offerings:

In October 2023, in connection with the completion of the acquisition of Horizon, we borrowed $ 4.0 billion under the term loan credit agreement, of which $ 2.2 billion was repaid during 2024.

As of December 31, 2024, we had $ 1.8 billion of borrowings outstanding under the term loan credit agreement, which has an interest rate of three-month SOFR plus 1.225 % and is due in October 2026.

In 2022, we issued $ 7.0 billion of debt consisting of $ 750 million of the 3.00 % 2029 Notes, $ 1.25 billion of the 4.05 % 2029 Notes, $ 1.0 billion of the 3.35 % 2032 Notes, $ 750 million of the 4.20 % 2033 Notes, $ 1.0 billion of the 4.20 % 2052 Notes, $ 1.0 billion of the 4.875 % 2053 Notes and $ 1.25 billion of the 4.40 % 2062 Notes.

The 3.00 % 2029 Notes were issued and used to finance eligible projects that met specified criteria to reduce our impact on the environment.

• In 2021, we issued $ 5.0 billion of debt consisting of $ 1.25 billion of the 1.65 % 2028 Notes, $ 1.25 billion of the 2.00 % 2032 Notes, $ 1.15 billion of the 2.80 % 2041 Notes and $ 1.35 billion of the 3.00 % 2052 Notes.

Debt extinguishment

In 2023, we repurchased 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 $ 647 million, which resulted in the recognition of a $ 225 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

In 2022, we repurchased portions of the 2.20 % 2027 Notes, the 1.65 % 2028 Notes, the 2.00 % 2032 Notes, the 2.80 % 2041 Notes and the 3.00 % 2052 Notes for an aggregate cost of $ 297 million, which resulted in the recognition of a $ 78 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

Debt repayments/redemptions

We made debt repayments/redemptions during the years ended December 31, 2023, 2022 and 2021, as follows:

• In 2023, we repaid $ 750 million aggregate principal amount of the 2.25 % 2023 Notes as well as the CHF 700 million aggregate principal amount ($ 704 million upon settlement of the related cross-currency swap) of the 0.41 % 2023 Swiss franc Bonds.

• In 2022, no debt was repaid/redeemed.

• In 2021, we redeemed $ 4.2 billion of debt, including the € 1.25 billion aggregate principal amount ($ 1.4 billion upon settlement of the related cross-currency swap) of the 1.25 % 2022 euro Notes, the $ 500 million aggregate principal amount of the 2.70 % 2022 Notes, the $ 1.5 billion aggregate principal amount of the 2.65 % 2022 Notes and the $ 750 million aggregate principal amount of the 3.625 % 2022 Notes.

In connection with the redemption of these notes, we paid a total of $ 24 million in make-whole amounts plus associated accrued and unpaid interest, all of which was recognized in Interest expense, net, in the Consolidated Statements of Income.

In 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 recorded in Other income (expense), net, in the Consolidated Statements of Income.

In 2023, we repurchased an aggregate principal amount of our debt of $ 881 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 $ 647 million, which resulted in a $ 225 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

In 2022, we repurchased an aggregate principal amount of our debt of $ 378 million, including portions of the 2.20 % 2027 Notes, 1.65 % 2028 Notes, 2.00 % 2032 Notes, 2.80 % 2041 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 297 million, which resulted in a $ 78 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

Debt repayments

In 2024, we repaid the full $ 2.0 billion aggregate principal amount on the term loan due April 2025, $ 200 million of the aggregate principal amount on the term loan due October 2026 and the full $ 1.4 billion aggregate principal amount of the 3.625 % 2024 Notes.

In 2023, we repaid the full $ 750 million aggregate principal amount of the 2.25 % 2023 Notes and the full CHF 700 million aggregate principal amount ($ 704 million upon settlement of the related cross-currency swap) of the 0.41 % 2023 Swiss franc Bonds.

In 2022, no debt was repaid or redeemed.

Interest rate swaps

To achieve a desired mix of fixed-rate and floating-rate debt, we entered into interest rate swap contracts that effectively converted fixed-rate interest coupons for certain of our debt issuances to floating SOFR-based coupons over the lives of the respective notes.

These interest rate swap contracts qualified and are designated as fair value hedges.

During the year ended December 31, 2021, we entered into interest rate swap contracts with an aggregate notional amount of $ 1.0 billion with respect to the 2.45 % 2030 Notes and an aggregate notional amount of $ 500 million with respect to the 2.30 % 2031 Notes.

In connection with the redemption of the 3.625 % 2022 Notes, discussed above, associated interest rate swap contracts with an aggregate notional amount of $ 750 million were terminated.

As of December 31, 2023 and 2022, the effective interest rates on notes for which we have entered into interest rate swap contracts and the related notional amounts of these contracts were as follows (dollar amounts in millions):

Notes Notional amounts Effective interest rates

3.625 % 2024 Notes

$ 1,400 SOFR + 3.4 %

3.125 % 2025 Notes

1,000 SOFR + 2.1 %

2.60 % 2026 Notes

1,250 SOFR + 2.1 %

2.45 % 2030 Notes

1,000 SOFR + 1.3 %

2.30 % 2031 Notes

500 SOFR + 1.1 %

4.663 % 2051 Notes

1,500 SOFR + 4.3 %

Total notional amounts $ 6,650

To achieve a desired mix of fixed-rate and floating-rate debt, we enter into interest rate swap contracts that effectively convert fixed-rate interest coupons for certain of our debt instruments to floating SOFR-based coupons over the terms of the respective debt instruments.

These interest rate swap contracts qualify and are designated as fair value hedges.

For information regarding the terms of these contracts, see Note 19, Derivative instruments.

Cross-currency swaps

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For information regarding the terms of these contracts, see Note 19, Derivative instruments.

Cross-currency swap contracts associated with other foreign denominated debt previously outstanding were settled in connection with the repayment/redemption of such debt, as discussed above.

Cross-currency swap contracts associated with other foreign denominated debt previously outstanding were settled in connection with the repayment of such debt, as discussed above.

Shelf registration statement and other facilities

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As of December 31, 2024 and 2023, we had no amounts outstanding under our commercial paper program.

In the first quarter of 2023, we amended and restated our syndicated, unsecured, revolving credit agreement, under which we may borrow up to $ 4.0 billion (increased from $ 2.5 billion prior to the amendment) for general corporate purposes, including as a liquidity backstop for our commercial paper program.

The commitments under the revolving credit agreement may be increased by up to $ 1.25 billion with the agreement of the banks (increased from $ 750 million prior to the amendment).

In the first quarter of 2023, we amended and restated our syndicated, unsecured, revolving credit agreement, under which we may borrow up to $ 4.0 billion for general corporate purposes, including as a liquidity backstop for our commercial paper program.

The commitments under the revolving credit agreement may be increased by up to $ 1.25 billion with the agreement of the banks.

Each bank that is a party to the agreement has an initial commitment term of five years .

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preferred stock;

warrants to purchase debt securities, common stock, preferred stock or depositary shares;

warrants to purchase debt securities, common stock, preferred stock or depositary

rights to purchase common stock or preferred stock;

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Contractual maturities of debt obligations

The aggregate contractual maturities of all borrowings due subsequent to December 31, 2023, are as follows (in millions):

The aggregate contractual maturities of our debt obligations as of December 31, 2024, were as follows (in millions):

Maturity dates Amounts

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Interest costs capitalized for the years ended December 31, 2024, 2023 and 2022, were not material.

Interest paid, including the ongoing impact of interest rate and cross-currency swap contracts, during the year ended December 31, 2023 was $ 2.4 billion, and for each of the years ended December 31, 2022 and 2021 was $ 1.2 billion.

Interest paid, including the ongoing impact of interest rate and cross-currency swap contracts, during the years ended December 31, 2024, 2023 and 2022 was $ 3.3 billion, $ 2.4 billion and $ 1.2 billion, respectively.

Stockholders’ equity

Stock repurchase program

Activity under our stock repurchase program, on a trade date basis, was as follows (in millions):

Years ended December 31,

2023 2022 2021

Shares Dollars Shares Dollars Shares Dollars

First quarter — $ — 24.6 $ 5,410 3.7 $ 865

Second quarter — — — — 6.5 1,592

Third quarter — — 1.5 900 4.6 1,069

Fourth quarter — — — — 6.9 1,461

Total stock repurchases — $ — 26.1 $ 6,310 21.7 $ 4,987

During the year ended December 31, 2023, we did not repurchase shares of our common stock.

During the first quarter of 2022, the Company entered into ASR agreements with third-party financial institutions (Dealers) whereby the Company made payments in an aggregate amount of $ 6.0 billion to the Dealers and received and retired an initial 23.3 million shares of the Company’s common stock from the Dealers;

during the third quarter of 2023, the ASR agreements were settled.

In total, we repurchased 26.1 million shares of common stock during the year ended December 31, 2022, consisting primarily of the 24.8 million shares received under the ASR agreements.

During the year ended December 31, 2024, we repurchased 0.7 million shares of our common stock for a total cost of $ 200 million under our stock repurchase program.

During the year ended December 31, 2023, we did not repurchase any shares of our common stock under our stock repurchase program.

During the year ended December 31, 2022, we repurchased 26.1 million shares of our common stock under our stock repurchase program, consisting primarily of 24.8 million shares received under ASR agreements, for a total cost of $ 6.3 billion.

As of December 31, 2024, $ 6.8 billion remained available under our stock repurchase program.

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

translation Cash flow

hedges Available-for-sale

securities Other AOCI

translation adjustments

hedges Other AOCI

Balance as of December 31, 2021 $ ( 844 ) $ 61 $ ( 13 ) $ ( 796 )

Foreign currency translation adjustments 496 — — 496

Unrealized gains (losses) — 159 ( 1 ) — 158

Reclassification adjustments to income — 253 — — 253

Unrealized gains — 84 — 84

Reclassification adjustments to earnings

Income taxes — ( 19 ) — ( 19 )

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Unrealized gains — 28 — 28

Reclassification adjustments to income — 2 — — 2

Other gains — — — 2 2

Reclassification adjustments to earnings

— ( 222 ) — ( 222 )

Income taxes — 44 — 44

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Unrealized gains — 506 — 506

Reclassification adjustments to income — ( 222 ) — — ( 222 )

Other gains — — — 42 42

Reclassification adjustments to earnings

— ( 117 ) — ( 117 )

— — ( 10 ) ( 10 )

Income taxes — ( 80 ) — ( 80 )

Balance as of December 31, 2024 $ ( 374 ) $ 287 $ 21 $ ( 66 )

With respect to the table above, income tax expenses or benefits for unrealized gains and losses and the related reclassification adjustments to income for cash flow hedges were a $ 6 million expense and a $ 50 million benefit in 2023, a $ 19 million expense and a $ 0 million expense in 2022 and a $ 33 million expense and a $ 55 million expense in 2021, respectively.

With respect to the table above, income tax expenses or benefits for unrealized gains and losses and the related reclassification adjustments to earnings for cash flow hedges were a $ 105 million expense and a $ 25 million benefit in 2024, a $ 6 million expense and a $ 50 million benefit in 2023 and a $ 19 million expense and a $ 0 million benefit in 2022, respectively.

Reclassifications out of AOCI and into earnings were as follows (in millions):

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Cash flow hedges:

Foreign currency contract gains (losses) $ 180 $ 231 $ ( 8 ) Product sales

Cross-currency swap contract gains (losses) 42 ( 233 ) ( 245 ) Other income (expense), net

Foreign currency contract gains $ 192 $ 180 $ 231 Product sales

Cross-currency swap contract (losses) gains ( 75 ) 42 ( 233 ) Other income (expense), net

117 222 ( 2 ) Income before income taxes

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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.

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 source of inputs as follows:

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Other short-term interest-bearing securities — 135 — 135

Other investments — — — —

Equity securities 4,188 — — 4,188

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Interest rate swap contracts — 531 — 531

Forward interest rate contracts — — — —

Contingent consideration obligations

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Other short-term interest-bearing securities — 138 — 138

Other investments — 130 — 130

Equity securities 4,514 — — 4,514

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Cross-currency swap contracts — — — —

Interest rate swap contracts — — — —

Total assets $ 14,780 $ 283 $ — $ 15,063

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Interest rate swap contracts — 571 — 571

Forward interest rate contracts — 5 — 5

Contingent consideration obligations — — 96 96

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The fair values of our U.S.

Treasury securities, money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeiGene and Neumora, as of December 31, 2023, are based on quoted market prices in active markets, with no valuation adjustment.

Previously, the fair value of our equity investment in Neumora did not have a readily determinable fair value and was initially valued at the acquisition price and subsequently valued based on a combination of observable price transactions when available, market performance and publicly available market information for similar companies that have actively traded equity securities.

During the third quarter of 2023, Neumora became a publicly traded company, and its equity securities now have a readily determinable fair value.

Accordingly, the fair value inputs of our equity investment in Neumora changed from using Level 3 inputs as of December 31, 2022, to using a Level 1 input as of December 31, 2023.

See Note 10, Investments— Neumora Therapeutics, Inc.

As of the first quarter of 2023, we no longer account for our equity investment in BeiGene under the equity method of accounting.

As of December 31, 2022, the fair value and carrying value were $ 4.2 billion and $ 2.2 billion, respectively, with the fair value estimated by using a Level 1 input.

See Note 10, Investments— BeiGene, Ltd.

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.

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 December 31, 2024 and 2023, are based on quoted market prices in active markets, with no valuation adjustment .

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, LIBOR, SOFR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads.

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.

Starting in the third quarter of 2023, terms under our existing derivative contracts reference the SOFR benchmark consistent with the ISDA protocol.

See Note 19, Derivative instruments.

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Beginning balance $ 96 $ 270 $ 342

Additions — — 309

Payments ( 8 ) ( 9 ) ( 7 )

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Ending balance $ 106 $ 96 $ 270

As of December 31, 2023 and 2022, our contingent consideration obligations are primarily the result of our acquisition of Teneobio in October 2021, which obligated us to pay the former shareholders up to $ 1.6 billion upon achieving separate development and regulatory milestones with regard to various R&D programs.

See Note 3, Acquisitions and divestitures.

During the third quarter of 2023, the development of AMG 340 was terminated, resulting in a decrease of the related contingent consideration liability.

The remeasurement of this liability of $ 165 million was recognized in Other operating expenses in the Consolidated Statements of Income and included in Other items, net, in the Consolidated Statements of Cash Flows.

As of December 31, 2024 and 2023, our contingent consideration obligations are primarily the result of our acquisition of Teneobio in October 2021, which obligates us to make payments to the former shareholders upon achievement of separate development and regulatory milestones with regard to various R&D programs.

In 2023, the development of AMG 340 was terminated, resulting in a decrease of the related contingent consideration liability.

During the year ended December 31, 2023, the remeasurement of our contingent consideration liability of $ 165 million, which was primarily related to the termination of AMG 340, was recognized in Other operating expenses in the Consolidated Statements of Income and included in Other items, net, in the Consolidated Statements of Cash Flows.

See Note 13, Goodwill and other intangible assets, for the impact on the related IPR&D asset.

The remaining contingent consideration liability as of December 31, 2023, primarily relates to potential development and regulatory milestones for R&D programs acquired via the Teneobio acquisition that we continue to pursue.

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.

We estimated the fair values of our borrowings by using Level 2 inputs.

As of December 31, 2023 and 2022, the aggregate fair values of our borrowings were $ 59.2 billion and $ 35.0 billion, respectively, and the carrying values were $ 64.6 billion and $ 38.9 billion, respectively.

During the years ended December 31, 2023 and 2022, there were no transfers of assets or liabilities between fair value measurement levels, and except with respect to the impairment of AMG 340 disclosed in Note 13, Goodwill and other

intangible assets, there were no material remeasurements to the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

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

We estimate the fair values of our fixed-rate notes by using Level 2 inputs.

As of December 31, 2024 and 2023, the aggregate fair values of our fixed-rate notes were $ 54.9 billion and $ 59.2 billion, respectively, and the carrying values of our fixed-rate notes were $ 58.3 billion and $ 60.6 billion, respectively.

The estimates of the fair values of our term loans approximate their carrying values as of December 31, 2024 and 2023 as these debt instruments bear interest at floating rates.

During the years ended December 31, 2024 and 2023, there were no transfers of assets or liabilities between fair value measurement levels, and except with respect to the IPR&D intangible impairment of AMG 340 in 2023 as disclosed in Note 13, Goodwill and other intangible assets, there were no material remeasurements to the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

Derivative instruments

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We have designated these foreign currency forward contracts, which are primarily euro based, as cash flow hedges.

Accordingly, we report unrealized gains and losses on these contracts in AOCI in the Consolidated Balance Sheets, and we reclassify them to Product sales in the Consolidated Statements of Income in the same periods during which the hedged transactions affect earnings.

Accordingly, we record unrealized gains and losses on these contracts in AOCI in the Consolidated Balance Sheets, and we reclassify them to Product sales in the 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, pounds sterling and Swiss francs and received U.S.

dollars for the notional amounts at inception of the contracts;

and based on these notional amounts, we exchange interest payments at fixed rates over the lives of the contracts by paying U.S.

dollars and receiving euros, pounds sterling and Swiss francs.

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, pounds sterling and Swiss francs 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, pounds sterling and Swiss francs to 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.

We have designated these cross-currency swap contracts as cash flow hedges.

Accordingly, the unrealized gains and losses on these contracts are reported in AOCI in the Consolidated Balance Sheets and reclassified to Other income (expense), net, in the Consolidated Statements of Income in the same periods during which the hedged debt affects earnings.

Accordingly, the unrealized gains and losses on these contracts are recorded in AOCI in the Consolidated Balance Sheets and reclassified to Other income (expense), net, in the 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 December 31, 2024, were as follows (notional amounts in millions):

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£ 700 4.0 % $ 1,111 4.6 %

During the first quarter of 2023, our 0.41 % 2023 Swiss franc Bonds matured, and the related cross-currency swaps were settled.

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 Consolidated Balance Sheets and are amortized into Interest expense, net, in the Consolidated Statements of Income over the lives of the associated debt issuances.

Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.

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Fair value hedges

To achieve a desired mix of fixed-rate and floating-rate debt, we entered into interest rate swap contracts that qualified for and were designated as 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 were 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 December 31, 2023 and 2022, we had interest rate swap contracts with aggregate notional amounts of $ 6.7 billion that hedge certain portions of our long-term debt issuances.

See Note 16, Financing arrangements, for information on our interest rate swaps.

As of both December 31, 2024 and 2023, 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.

During the year ended December 31, 2024, interest rate swap contracts with an aggregate notional amount of $ 1.4 billion matured in connection with the repayment of the 3.625 % 2024 Notes.

In addition, we entered into new interest rate swap contracts with respect to the 5.25 % 2033 Notes for an aggregate notional amount of $ 1.4 billion at an interest rate of SOFR plus 1.8 %.

As of December 31, 2024 and 2023, the interest rates on the portion of notes for which we have entered into interest rate swap contracts and the related notional amounts of these contracts were as follows (dollar amounts in millions):

Notes Notional amounts Interest rates

Notional amounts Interest rates

3.625 % 2024 Notes

$ 1,400 SOFR + 3.4 %

3.125 % 2025 Notes

1,000 SOFR + 2.1 %

2.60 % 2026 Notes

1,250 SOFR + 2.1 %

2.45 % 2030 Notes

1,000 SOFR + 1.3 %

2.30 % 2031 Notes

500 SOFR + 1.1 %

5.25 % 2033 Notes

1,400 SOFR + 1.8 %

4.663 % 2051 Notes

1,500 SOFR + 4.3 %

Total notional amounts $ 6,650 $ 6,650

N/A = not applicable

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the 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 life of the previously hedged debt.

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

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The effects of cash flow and fair value hedging:

Gains on cash flow hedging relationships reclassified out of AOCI:

Gains (losses) on cash flow hedging relationships reclassified out of AOCI:

Foreign currency forward contracts $ 192 $ — $ —

Cross-currency swap contracts $ — $ ( 75 ) $ —

(Losses) gains on fair value hedging relationships—interest rate swap agreements:

Gains on fair value hedging relationships—interest rate swap agreements:

Hedged items (1)

$ — $ — $ ( 118 )

Derivatives designated as hedging instruments $ — $ — $ 40

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The effects of cash flow and fair value hedging:

Gains (losses) on cash flow hedging relationships reclassified out of AOCI:

Gains on cash flow hedging relationships reclassified out of AOCI:

Foreign currency forward contracts $ 180 $ — $ —

Cross-currency swap contracts $ — $ 42 $ —

Gains (losses) on fair value hedging relationships—interest rate swap agreements:

(Losses) gains on fair value hedging relationships—interest rate swap agreements:

Hedged items (1)

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The effects of cash flow and fair value hedging:

Losses on cash flow hedging relationships reclassified out of AOCI:

Gains (losses) on cash flow hedging relationships reclassified out of AOCI:

Foreign currency forward contracts $ 231 $ — $ —

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Derivatives designated as hedging instruments $ — $ — $ ( 636 )

(1) Gains on hedged items do not completely offset losses 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.

(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.

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Other current assets/ Other noncurrent assets — Accrued liabilities/ Other noncurrent liabilities

Forward interest rate contracts Other current assets/ Other noncurrent assets — Accrued liabilities/ Other noncurrent liabilities

Total derivatives designated as hedging instruments

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Other current assets/ Other noncurrent assets — Accrued liabilities/ Other noncurrent liabilities

Forward interest rate contracts Other current assets/ Other noncurrent assets — Accrued liabilities/ Other noncurrent liabilities

Total derivatives designated as hedging instruments

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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 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 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.

Contingencies and commitments

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This includes matters filed against us and that we have filed in Germany and Japan.

In February 2016, the European Patent Office (EPO) granted European Patent No.

In February 2016, the EPO granted European Patent No.

2,215,124 (the EP’124 Patent) to Amgen.

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As a result of the TBA’s decision, national litigations regarding PRALUENT in Germany are in the process of being resolved.

In Germany, Sanofi-Aventis Deutschland GmbH and Regeneron filed actions seeking damages arising from the provisional enforcement of an injunction against PRALUENT that was lifted after the TBA’s October 2020 ruling.

Amgen filed counterclaims alleging that PRALUENT infringes Amgen’s European Patent No.

2,641,917 (the EP’917 Patent).

On November 29, 2023, the Regional Court of Munich ruled that PRALUENT does not infringe the EP’917 Patent.

A hearing has been

scheduled for February 28, 2024 in the Munich Regional Court on Sanofi-Aventis Deutschland GmbH’s and Regeneron’s action for damages.

In Germany, Sanofi-Aventis Deutschland GmbH and Regeneron filed actions in the Regional Court of Munich seeking damages arising from the provisional enforcement of an injunction against PRALUENT that was lifted after the TBA’s October 2020 ruling.

On May 8, 2024, the Regional Court of Munich issued a preliminary decision and scheduled a further oral hearing on January 15, 2025.

On November 13, 2024, the Regional Court of Munich scheduled the next hearing in the matter for May 21, 2025.

On July 21, 2022, Sanofi Biotechnology SAS filed an action against Amgen GmbH and Amgen (Europe) B.V.

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2,756,004 (the EP’004 Patent), which Sanofi Biotechnology SAS licensed from Regeneron.

Sanofi Biotechnology SAS is seeking infringement damages and injunctive relief.

The court scheduled a hearing on this infringement action for May 28, 2024.

Sanofi Biotechnology SAS is seeking

infringement damages and injunctive relief.

On May 13, 2024, the Regional Court of Dusseldorf stayed the hearing on Sanofi Biotechnology SAS’ infringement action pending the outcome of Amgen’s Nullity Action against the EP’004 Patent before the German Federal Patent Court.

On August 3, 2023, Amgen GmbH filed a Nullity Action before the German Federal Patent Court seeking invalidation of Regeneron’s EP’004 Patent.

Regeneron filed a Statement of Defense on November 20, 2023.

On January 22, 2024, Amgen filed its brief in reply.

Amgen and an anonymous third party opposed the EP’004 Patent in the EPO, but on December 6, 2023 the patent was finally upheld by the TBA as granted.

On February 29, 2024, the German Federal Patent Court scheduled the main hearing for November 25, 2025.

Unified Patent Court of the European Union

On June 1, 2023, Amgen filed an action before the Local Division of the Unified Patent Court in Munich against Sanofi-Aventis Deutschland GmbH, Sanofi-Aventis Groupe S.A., Sanofi Winthrop Industrie S.A.

On June 1, 2023, Amgen filed an action before the Munich Local Division of the Unified Patent Court (UPC) against Sanofi-Aventis Deutschland GmbH, Sanofi-Aventis Groupe S.A., Sanofi Winthrop Industrie S.A.

(collectively, Sanofi-Aventis), and Regeneron alleging that the importation, marketing, sale and use of PRALUENT infringes European Patent 3,666,797 (the EP’797 Patent) seeking an injunction and damages for past infringement.

Regeneron filed counterclaims for revocation, but on February 5, 2024, the court transferred the counterclaims to the Central Division of the Unified Patent Court that is presiding over Sanofi’s revocation action.

The Local Division scheduled the hearing on our EP’797 Patent infringement action to begin on October 16, 2024.

On June 29, 2023, the Central Division of the Unified Patent Court in Munich served Amgen with an action that was filed by Sanofi-Aventis that seeks revocation of the EP’797 Patent.

The Central Division scheduled a hearing on the revocation action to begin on June 4, 2024.

On January 10, 2024, Sanofi Biotechnologies SAS and Regeneron filed an action against Amgen Inc., Amgen Europe B.V., Amgen N.V., Amgen GmbH, Amgen B.V., Amgen SAS, and Amgen S.R.L before the Unified Patent Court, alleging infringement of EP 3,536,712, which Sanofi Biotechnology SAS licensed from Regeneron.

Regeneron filed counterclaims for revocation, but on February 5, 2024, the court transferred the counterclaims to the Central Division of the UPC that is presiding over Sanofi’s revocation action.

The Munich Local Division of the UPC scheduled the hearing on our EP’797 Patent infringement action to begin on October 16, 2024.

On June 29, 2023, the Central Division of the UPC served Amgen with an action that was filed by Sanofi-Aventis that seeks revocation of the EP’797 Patent.

The Central Division of the UPC scheduled a hearing on the revocation action and on July 16, 2024, the Central Division of the UPC rendered its decision, concluding that the patent claims are invalid and revoked the EP’797 Patent.

Subsequently, on July 29, 2024, the Munich Local Division of the UPC stayed Amgen’s action against Sanofi-Aventis alleging that the importation, marketing, sale and use of PRALUENT infringes the EP’797 Patent.

On September 13, 2024, Amgen filed a Statement of Appeal with the Court of Appeals to the UPC to set aside the Central Division of the UPC’s decision to revoke the EP’797 Patent.

The Court of Appeals scheduled oral arguments to take place on May 22, 2025.

On January 10, 2024, Sanofi Biotechnologies SAS and Regeneron filed an action against Amgen Inc., Amgen Europe B.V., Amgen N.V., Amgen GmbH, Amgen B.V., Amgen SAS, and Amgen S.R.L before the Dusseldorf Local Division of the UPC, alleging infringement of EP 3,536,712 (the EP’712 Patent), which Sanofi Biotechnology SAS licensed from Regeneron.

Sanofi and Regeneron are seeking an injunction against the sale, marketing, use, importation, or storage of Repatha for certain specified uses in Belgium, France, Germany, Italy and the Netherlands.

On April 24, 2020, the Supreme Court of Japan declined to hear Sanofi K.K.’s appeals making final the Japanese High Court’s decisions that PRALUENT infringes Amgen’s valid patent rights in Japan.

Amgen filed counterclaims for invalidity and non-infringement.

On September 25, 2024, Sanofi Biotechnologies SAS and Regeneron filed a brief seeking to expand the ongoing action before the Dusseldorf Local Division of the UPC, alleging that Amgen’s Repatha infringes a newly-issued patent, European Patent No.

4,252,857 (the EP’857 Patent), seeking an injunction against the marketing, use, or importation of Repatha in 18 countries (Austria, Belgium, Bulgaria, Denmark, Estonia, Finland, France, Germany, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Romania, Slovenia and Sweden) and damages for past infringement.

On December 13, 2024, the Dusseldorf Local Division of the UPC denied Sanofi and Regeneron’s request to extend the complaint and ordered that only the issues of infringement and validity of the EP’712 Patent are to be addressed at an oral hearing scheduled for February 25, 2025.

On February 4, 2025, the Dusseldorf Local Division of the UPC formally ordered separation of the EP’857 Patent from the ongoing litigation and ordered Sanofi and Regeneron to file a new Statement of Case by February 28, 2025.

European Patent Office

On November 16, 2023 and February 29, 2024, Sanofi-Aventis and Regeneron each filed a notice of opposition against Amgen’s EP’797 Patent before the EPO’s Opposition Division.

An oral hearing has been scheduled for March 31 to April 4, 2025.

On February 29, 2024, Amgen filed a Notice of Opposition and Grounds of Opposition before the EPO against Regeneron’s EP’712 Patent.

On March 15, 2024, the EPO notified the parties that the opposition will be accelerated in view of the infringement action pending against Amgen on the EP’712 Patent in the Dusseldorf Local Division of the UPC.

An oral hearing has been scheduled for March 11 to 12, 2025.

On April 24, 2020, the Supreme Court of Japan declined to hear Sanofi K.K.’s appeals making final the High Court’s decisions that PRALUENT infringes Amgen’s valid patent rights in Japan.

On June 24, 2020, Amgen filed written answers to the invalidity trials initiated by Regeneron on February 12, 2020 before the Japan Patent Office seeking to invalidate Amgen’s Japanese patents that were previously held infringed by PRALUENT and valid over challenges filed by Sanofi K.K.

On April 15, 2021, the Japanese Patent Office dismissed Regeneron’s invalidity trials, and in August 2021 Regeneron appealed the decisions to the Japanese High Court.

On January 26, 2023, the Japanese High Court found Amgen’s patent claims invalid for lacking adequate support.

On March 13, 2023, Amgen appealed to the Japanese Supreme Court the High Court’s decision that Amgen’s Japanese patent claims relating to PCSK9 were invalid for lacking adequate support.

On September 15, 2023, the Japanese Supreme Court declined to hear Amgen’s appeal.

The case will be remanded to the Japan Patent Office for further proceedings.

On April 15, 2021, the Japan Patent Office dismissed Regeneron’s invalidity trials, and in August 2021 Regeneron appealed the decisions to the High Court.

On January 26, 2023, the High Court found Amgen’s patent claims invalid for lacking adequate support and

Amgen appealed to the Supreme Court of Japan on March 13, 2023.

On September 15, 2023, the Supreme Court of Japan declined to hear Amgen’s appeal.

The case was remanded to the Japan Patent Office for further proceedings.

Damages proceedings against Sanofi K.K.

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On September 27, 2023, the Tokyo District Court found Amgen’s patent claims invalid and dismissed Amgen’s lawsuit for damages.

Amgen appealed the District Court’s decision to the IP High Court on December 28, 2023.

Amgen appealed the Tokyo District Court’s decision to the Intellectual Property High Court on December 28, 2023.

The Intellectual Property High Court rejected Amgen’s appeal and remanded the case to the Japan Patent Office.

Amgen sought amended patent claims before the Japan Patent Office.

The Japan Patent Office rejected Amgen’s amended patent claims, and Amgen filed an appeal brief with the Intellectual Property High Court on September 16, 2024 seeking to overturn the Japan Patent Office’s decision.

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

Sandoz Inc., et al.

Celltrion Inc., et al.

On May 28, 2024, Amgen Inc.

and Amgen Manufacturing Limited filed a lawsuit in the U.S.

District Court for the District of New Jersey (New Jersey District Court) against Sandoz Inc., Sandoz GmbH, Lek Pharmaceuticals d.d., Novartis Pharmaceutical Productions d.o.o., and Novartis AG (collectively, Defendants) based on the submission to the FDA of a BLA seeking approval to market and sell a biosimilar version of Amgen’s Prolia and XGEVA products.

The complaint asserts infringement of the following 21 patents, which are listed in the FDA’s Purple Book for Amgen’s Prolia and XGEVA products:

and 11,434,514 (collectively, the Asserted Patents).

Amgen seeks a judgment from the New Jersey District Court that Defendants have infringed or will infringe one or more claims of each of the Asserted Patents and based on that judgment, a permanent injunction prohibiting the commercial manufacture, use, offer to sell, or sale within the United States or importation into the United States of Defendants’ proposed denosumab biosimilar before expiration of each of the Asserted Patents found to infringe.

and Amgen Manufacturing Limited LLC filed a lawsuit in the U.S.

District Court for the District of New Jersey (New Jersey District Court) against Celltrion Inc.

and Celltrion USA, Inc.

(collectively, Celltrion) based on the submission to the FDA of a BLA seeking approval to market and sell a biosimilar version of Amgen’s Prolia and XGEVA products.

The complaint asserts infringement of the following 29 patents:

and 11,952,605 (collectively, the Asserted Patents against Celltrion).

Amgen seeks a judgment from the New Jersey District Court that Celltrion has infringed or will infringe one or more claims of each of the Asserted Patents against Celltrion and based on that judgment, a permanent injunction prohibiting the commercial manufacture, use, offer to sell, or sale within the United States or importation into the United States of Celltrion’s proposed denosumab biosimilar before expiration of each of the Asserted Patents against Celltrion found infringed.

Amgen also seeks monetary remedies for any past acts of infringement.

On June 16, 2023, Amgen filed an amended and supplemental complaint to include additional information regarding the completion of the BPCIA information exchange after the filing of the original complaint.

(Sandoz) responded to the amended and supplemental complaint on July 7, 2023, denying infringement and asserting counterclaims seeking a declaratory judgment that asserted patents are invalid and/or unenforceable.

On July 28, 2023, Amgen responded, seeking a denial and dismissal of Sandoz’s counterclaims.

On August 23, 2023, the New Jersey District Court entered a stipulation and order dismissing without prejudice Sandoz GmbH, Lek Pharmaceuticals d.d., Novartis Pharmaceutical Productions d.o.o., and Novartis AG (collectively, Foreign Defendants) from the action.

Pursuant to the stipulation entered by the New Jersey District Court, the Foreign Defendants agreed to be bound by any judgment order or decision in the matter (including appeals) as if the Foreign Defendants were named as defendants and parties to the judgment order or decision.

Sandoz is now the sole named Defendant in the action.

On October 30, 2023, the New Jersey District Court commenced a hearing on Amgen’s motion for a preliminary injunction to prohibit Sandoz from engaging in the commercial manufacture, use, offer for sell or sale within the United States, or importation into the United States of its proposed denosumab biosimilar until judgment is entered after trial on the merits.

Closing arguments on Amgen’s motion for the preliminary injunction were held on December 21, 2023.

ABP 938 (aflibercept) Patent Litigation

Celltrion responded to the complaint on July 11, 2024, denying infringement and asserting affirmative defenses including invalidity and non-infringement.

On November 25, 2024, the New Jersey District Court issued a Scheduling Order including a hearing on claim construction scheduled for February 14, 2025 and trial beginning on April 7, 2025.

On January 23, 2025, the New Jersey District Court issued a consent judgment and injunction finding the Asserted Patents against Celltrion valid, enforceable and infringed by the Celltrion biosimilar denosumab products in the United States.

The injunction prohibits Celltrion, its affiliates and any third party acting on behalf of or in active concert with Celltrion from making using, offering to sell, selling or importing Celltrion’s denosumab biosimilar products into the United States before June 1, 2025, except as specifically authorized by a confidential binding settlement term sheet and 35 U.S.C.

Specific financial terms remain confidential.

The parties’ remaining claims and counterclaims were dismissed with prejudice.

Samsung Bioepis Co.

On August 12, 2024, Amgen Inc.

and Amgen Manufacturing Limited LLC filed a lawsuit in the New Jersey District Court against Samsung Bioepis Co.

(Bioepis) and Samsung Biologics Co., Ltd., (Biologics, and collectively with Bioepis, Samsung) based on the submission to the FDA of a BLA seeking approval to market and sell a biosimilar version of Amgen’s Prolia and XGEVA products.

The complaint asserts infringement of the following 34 patents:

and 11,946,085 (collectively, the Asserted Patents against Samsung).

Amgen seeks a judgment from the New Jersey District Court that Samsung has infringed or will infringe one or more claims of each of the Asserted Patents against Samsung and, based on that judgment, a permanent injunction prohibiting the commercial manufacture, use, offer to sell, or sale within the United States or importation into the United States of Samsung’s proposed denosumab biosimilar before expiration of each of the Asserted Patents against Samsung found infringed.

Amgen also seeks monetary remedies for any past acts of infringement.

Bioepis filed its Answer and Counterclaims in response to the Complaint on October 1, 2024.

On November 12, 2024, Bioepis filed an Amended Answer and Counterclaims, and Amgen responded to the Amended Counterclaims on November 26, 2024.

Biologics’ response to the Complaint was submitted on October 28, 2024.

A trial date has not yet been set.

Fresenius Kabi USA, LLC et al.

On October 4, 2024, Amgen Inc.

and Amgen Manufacturing Limited LLC filed a lawsuit in the U.S.

District Court for the Northern District of Illinois (Illinois District Court) against Fresenius Kabi USA, LLC, Fresenius SwissBiosim GmbH, Fresenius Kabi Deutschland, GmbH, and Fresenius Kabi Austria GmbH (collectively Fresenius) based on the submission to the

FDA of a BLA seeking approval to market and sell a biosimilar version of Amgen’s Prolia and XGEVA products.

The complaint asserts infringement of the following 33 patents:

and 12,084,686 (collectively, the Asserted Patents against Fresenius).

Amgen seeks a judgment from the Illinois District Court that Fresenius has infringed or will infringe one or more claims of each of the Asserted Patents against Fresenius and based on that judgment, a permanent injunction prohibiting the commercial manufacture, use, offer to sell, or sale within the United States or importation into the United States of Fresenius’s proposed denosumab biosimilar before expiration of each of the Asserted Patents against Fresenius found infringed.

Amgen also seeks monetary remedies for any past acts of infringement.

Fresenius responded to the complaint on December 4, 2024, denying infringement and asserting affirmative defenses including invalidity and non-infringement.

On February 6, 2025, the Judicial Panel on Multidistrict Litigation granted Amgen’s November 15, 2024 motion to transfer this case from the Illinois District Court to the New Jersey District Court for coordinated and consolidated pretrial proceedings with the other cases involving Prolia/XGEVA biosimilars pending in the district.

Accord et al.

On November 13, 2024, Amgen Inc.

and Amgen Manufacturing Limited LLC filed a lawsuit in the U.S.

District Court for the Eastern District of North Carolina (North Carolina District Court) against Accord Biopharma, Inc., Accord Healthcare, Inc.

and Intas Pharmaceuticals, Ltd.

(collectively Accord) based on the submission to the FDA of a BLA seeking approval to market and sell a biosimilar version of Amgen’s Prolia and XGEVA products.

The complaint asserts infringement of the following 34 patents:

and 12,084,686 (collectively, the Asserted Patents against Accord).

Amgen seeks a judgment from the North Carolina District Court that Accord has infringed or will infringe one or more claims of each of the Asserted Patents against Accord and based on that judgment, a permanent injunction prohibiting the commercial manufacture, use, offer to sell, or sale within the United States or importation into the United States of Accord’s proposed denosumab biosimilar before expiration of each of the Asserted Patents against Accord found infringed.

Amgen also seeks monetary remedies for any past acts of infringement.

Accord responded to the complaint on January 10, 2025, denying infringement and asserting affirmative defenses including invalidity and non-infringement.

On February 6, 2025, the Judicial Panel on Multidistrict Litigation granted Amgen’s November 15, 2024 motion to transfer this case from the North Carolina District Court to the New Jersey District Court for coordinated and consolidated pretrial proceedings with the other cases involving Prolia/XGEVA biosimilars pending in the district.

On December 30, 2024, the parties jointly filed a stipulation agreeing to a consent injunction, which was subsequently entered by the North Carolina District Court, providing that that the Accord biosimilar products at issue will not be made, used, sold, offered for sale or imported into the United States before October 1, 2025, except as permitted by 35 U.S.C.

PAVBLU ™ (aflibercept-ayyh) Patent Litigation

On January 10, 2024, Regeneron filed a lawsuit in the U.S.

District Court for the Central District of California (the California Central District Court) against Amgen alleging infringement of 32 patents listed by Regeneron in the BPCIA exchange.

The lawsuit stems from Amgen’s submission of an application under the BPCIA for FDA licensure of ABP 938 as biosimilar to Regeneron’s EYLEA.

By its complaint, Regeneron seeks, among other remedies, an injunction prohibiting the commercial manufacture, use, offer for sale or sale in the United States or import into the United States of ABP 938 before the expiration of each of the patents found to be infringed.

District Court for the Central District of California (California Central District Court) against Amgen alleging infringement of 32 patents listed by Regeneron in the BPCIA exchange.

The lawsuit stems from Amgen’s submission of an application under the BPCIA for FDA licensure of PAVBLU as biosimilar to Regeneron’s EYLEA.

By its complaint, Regeneron seeks, among other remedies, an injunction prohibiting the commercial manufacture, use, offer for sale or sale in the United States or import into the United States of PAVBLU before the expiration of each of the patents found to be infringed.

On January 11, 2024, Regeneron filed a motion with the Judicial Panel on Multidistrict Litigation to transfer this case from the California Central District Court to the U.S.

District Court for the Northern District of West Virginia for coordinated pretrial proceedings with the five other cases involving EYLEA biosimilars pending in that district.

A hearing on Regeneron’s motion to transfer has been scheduled for March 28, 2024.

District Court for the Northern District of West Virginia (West Virginia District Court).

Amgen responded to Regeneron’s complaint on February 2, 2024, denying infringement and asserting counterclaims seeking a declaratory judgment that the asserted patents are not infringed, invalid, and/or unenforceable.

On April 11, 2024, the Judicial Panel on Multidistrict Litigation granted Regeneron’s motion to transfer Regeneron’s patent infringement lawsuit pending against Amgen in the California Central District Court to the West Virginia District Court for coordinated and consolidated pretrial proceedings with the five other cases involving EYLEA biosimilars pending in that district.

On June 7, 2024, Regeneron filed a motion for a preliminary injunction to prohibit Amgen from engaging in the manufacture, use, offer for sell or sale within the United States, or importation into the United States, of PAVBLU until resolution of this lawsuit or the entry of a permanent injunction, whichever comes first.

Regeneron’s motion focused on U.S.

11,084,865, a formulation patent.

On September 23, 2024, the West Virginia District Court denied Regeneron’s motion for a preliminary injunction, and Regeneron filed a notice of appeal, a motion to expedite the appeal, and an emergency motion for an injunction pending resolution of the appeal and for an administrative stay with the U.S.

Court of Appeals for the Federal Circuit (Federal Circuit Court).

On September 25, 2024, the Federal Circuit Court issued an order temporarily enjoining the launch of PAVBLU on an administrative basis while it considered Regeneron’s motion for an injunction pending appeal.

On October 22, 2024, the Federal Circuit Court denied Regeneron’s motion for an injunction pending appeal and lifted the temporary injunction that was entered on September 25, 2024.

Oral arguments for the appeal were held on January 14, 2025.

Antitrust Class Action

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Two of those actions were brought in the U.S.

District Court for the District of Delaware (the Delaware District Court), captioned UFCW Local 1500 Welfare Fund v.

District Court for the District of Delaware (Delaware District Court), captioned UFCW Local 1500 Welfare Fund v.

Amgen Inc., et al.

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(March 14, 2019) (Local 237) and the fourth action was brought in the U.S.

District Court for the Eastern District of Pennsylvania (the Eastern Pennsylvania District Court), captioned KPH Healthcare Services, Inc.

District Court for the Eastern District of Pennsylvania (Eastern Pennsylvania District Court), captioned KPH Healthcare Services, Inc.

a/k/a Kinney Drugs, Inc.

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On July 31, 2019, the MDL panel entered an order consolidating in the Delaware District Court the four class action lawsuits.

On September 13, 2019, the plaintiffs filed amended complaints, and on October 15, 2019, Amgen filed its motion to dismiss both the direct purchaser plaintiffs’ consolidated class action complaint and the indirect purchaser end payer plaintiffs’

On December 6, 2019, the plaintiffs responded to Amgen’s motion to dismiss and, on January 10, 2020, Amgen filed its response.

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On April 17, 2023, Amgen filed a petition with the U.S.

Court of Appeals for the Third Circuit (the Third Circuit Court), seeking a grant of our request for interlocutory appeal of the certified question as well as the Delaware District Court’s denial of our motion to dismiss the reverse payment claim.

Court of Appeals for the Third Circuit (Third Circuit Court), seeking a grant of our request for interlocutory appeal of the certified question as well as the Delaware District Court’s denial of our motion to dismiss the reverse payment claim.

Amgen’s response to the class action complaints is due 30 days after resolution or denial of the interlocutory appeal.

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On January 12, 2024, Amgen reached an agreement in principle to settle with the putative class of indirect purchasers of Sensipar.

The action with respect to the putative class of direct purchasers of Sensipar will proceed with the pending appeal before the Third Circuit Court.

On February 17, 2024, Amgen and the indirect purchasers filed a stipulation in the Delaware District Court to dismiss the indirect purchasers’ claims.

On February 22, 2024, Amgen and the indirect purchasers filed a stipulation in the Third Circuit Court dismissing the portion of the Third Circuit Court’s appeal relating to the claims of the indirect purchasers.

Amgen and the direct purchasers filed a stipulation on April 12, 2024 in the Delaware District Court, dismissing with prejudice the direct purchasers’ claims that were at issue in the appeal and seeking entry of final judgment in Amgen’s favor.

On April 15, 2024, the Delaware District Court entered an order pursuant to the stipulation and closed the case.

On May 14, 2024, the putative class of direct purchasers of Sensipar appealed the claims that were dismissed with prejudice by the Delaware District Court.

On November 12, 2024, Amgen settled with the putative class of direct purchasers of Sensipar, and the remaining claims were dismissed on November 29, 2024.

Regeneron Pharmaceuticals, Inc.

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On August 28, 2023, Regeneron filed its amended complaint, and on September 20, 2023, Amgen filed a counterclaim, alleging Regeneron’s own anticompetitive conduct with respect to formulary position for Regeneron’s drug, PRALUENT, at CVS.

Trial is scheduled to begin on November 12, 2024.

Trial was originally scheduled to begin on November 12, 2024, but has been rescheduled for May 2, 2025.

On November 20, 2024 the Delaware District Court heard Amgen’s motion for summary judgment and the parties’ motions to exclude expert testimony, and the motions are currently under submission.

CareFirst of Maryland Antitrust Class Action

On August 6, 2024, CareFirst of Maryland, Inc., Group Hospitalization and Medical Services, Inc., and CareFirst BlueChoice, Inc.

(collectively, CareFirst), filed a class action antitrust lawsuit against Amgen Inc., Amgen Manufacturing, Limited (corrected to Amgen Manufacturing Limited LLC in CareFirst’s amended complaint on October 11, 2024), and Immunex Corporation in the U.S.

District Court for the Eastern District of Virginia, alleging federal and state antitrust claims and state consumer protection claims.

The plaintiffs allege that, in 2004, Amgen entered into an anticompetitive agreement with certain F.

Hoffman-La Roche AG entities (Roche) and other parties that provided Amgen with rights to Roche’s patents in a manner that enabled Amgen to allegedly unlawfully extend the life of patents applicable to ENBREL and, thereby, delay biosimilar entry.

On November 4, 2024, Amgen filed a motion to dismiss, and plaintiffs thereafter filed an amended complaint on November 25, 2024.

On January 8, 2025, Amgen filed a motion to dismiss the amended complaint.

Tax Litigation and Related Matters

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See Note 7, Income taxes, for discussion of the IRS tax dispute and the Company’s petitions in the U.S.

Securities Class Action Litigation

Securities Class Action Litigation (Roofers Local No.

149 Pension Fund)

On March 13, 2023, Roofers Local No.

149 Pension Fund filed a purported class action against Amgen, Robert Bradway and Peter Griffith.

149 Pension Fund filed a purported class action against Amgen, Robert Bradway and Peter Griffith in the U.S.

District Court for the Southern District of New York (Southern District Court of New York).

The action was brought on behalf of an alleged class of Amgen shareholders who owned stock between July 29, 2020 and April 27, 2022 (the alleged class period).

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Plaintiffs further allege that they and other purported class members suffered losses and damages resulting from declines in the market value of Amgen’s common stock after the potential tax liability claimed by the IRS was disclosed.

On August 31, 2023, plaintiff filed an amended complaint and Amgen filed its motion to dismiss on November 6, 2023.

Plaintiff’s response was filed on January 12, 2024 and Amgen’s reply is due February 26, 2024.

Shareholder Derivative Litigation (Martin)

On August 31, 2023, plaintiff filed an amended complaint and Amgen filed a motion to dismiss on November 6, 2023, which the Southern District Court of New York denied on September 30, 2024.

On November 20, 2024, Amgen filed an answer to the amended complaint.

A Case Management Plan and Scheduling Order was entered on January 16, 2025.

Class certification briefing will be completed by December 23, 2025 and the last day to file summary judgment motions is August 12, 2025 but no briefing schedule has been set.

Shareholder Derivative Actions (Martin, Clearwater and DM Cohen)

On August 2, 2023, Leon Martin filed a derivative action (the Martin Derivative Action) captioned Leon Martin v.

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2, 2023), purportedly on behalf of Amgen, against Amgen, Robert Bradway, Peter Griffith and Amgen’s independent Board members.

The action was filed in the U.S.

District Court for the Southern District of New York (Southern District Court of New York) as related to the pending federal securities class action filed by Roofers Local No.

The action was filed in the Southern District Court of New York as related to the pending federal securities class action filed by Roofers Local No.

149 Pension Fund on March 13, 2023 (the Roofers securities class action).

The complaint in this matter alleges claims for violations of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment and waste of corporate assets.

The factual allegations that form the basis for these claims are essentially the same as the allegations asserted in the Roofers securities class action regarding purportedly false and misleading statements and omissions made from July 29, 2020 through April 27, 2022 relating to Amgen’s tax liabilities, business and finances, and the adequacy and maintenance of its internal controls.

On October 2, 2023, the Southern District Court of New York granted a stay of the matter pending an outcome on the motion to dismiss in the federal securities class action filed by plaintiff.

On December 7, 2023, Plaintiff filed a Notice of Voluntary Dismissal as to Board member Michael Drake.

Shareholder Derivative Litigation (Clearwater)

On December 1, 2023, a second derivative action (the Clearwater Derivative Action) was filed, captioned Cheri Clearwater v.

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On January 16, 2024, the Southern District Court of New York consolidated the Martin Derivative Action and Clearwater Derivative Action (the Consolidated Action).

The stay entered in the Martin Derivative Action also applies to the Consolidated Action.

The Southern District Court of New York entered an Order staying the Consolidated Action until a final judgment is entered in the federal securities class action.

On February 12, 2025, DM Cohen, Inc.

filed a third derivative action (the DM Cohen Derivative Action) captioned DM Cohen, Inc.

Bradway, et al, No.

1:25-mc-00062 (S.D.N.Y.

12, 2025), purportedly on behalf of Amgen, against Amgen, Robert Bradway, Peter Griffith and Amgen’s independent Board members.

The DM Cohen Derivative Action was filed in the same court as the earlier filed Roofers securities class action and the Consolidated Action.

The complaint asserts claims for violations of the Securities Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment.

The factual allegations that form the basis for the claims in the Consolidated Action and the DM Cohen Derivative Action are essentially the same as the allegations asserted in the Roofers securities class action regarding purportedly false and misleading statements and omissions made from July 29, 2020 through April 27, 2022 relating to Amgen’s tax liabilities, business and finances, and the adequacy and maintenance of its internal controls.

Shareholder Derivative Actions (Hamilton, Blackburn, Bryla)

On October 16, 2024, David Hamilton filed a derivative action in the Delaware Court of Chancery purportedly on behalf of Amgen, against nominal defendant Amgen, Robert Bradway, Peter Griffith and Amgen’s Board members during the relevant time period (the Hamilton Derivative Action).

The complaint in this matter alleges claims for breach of fiduciary duty and unjust enrichment.

On November 7, 2024, Charles Blackburn filed a derivative action in the Delaware Court of Chancery purportedly on behalf of Amgen, against nominal defendant Amgen, Robert Bradway, Peter Griffith and Amgen’s Board members during the relevant time period (the Blackburn Derivative Action).

The complaint alleges a claim for breach of fiduciary duty.

On December 6, 2024, Robert Bryla filed a derivative action in the Delaware Court of Chancery purportedly on behalf of Amgen, against nominal defendant Amgen, Robert Bradway, Peter Griffith and Amgen’s Board members during the relevant time period (the Bryla Derivative Action).

The complaint alleges claims for breach of fiduciary duty and unjust enrichment.

The factual allegations that form the basis for the claims in the Hamilton Derivative Action, Blackburn Derivative Action and Bryla Derivative Action are fundamentally the same as those asserted by the Roofers Local No.

149 Pension Fund on March 13, 2023 (alleging false and misleading statements and omissions made from July 29, 2020 through April 27, 2022 relating to Amgen’s tax liabilities, business and finances, and the adequacy and maintenance of its internal controls).

ChemoCentryx, Inc.

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On August 25, 2023, the lead plaintiff moved to certify a class composed of all purchasers of ChemoCentryx stock between November 25, 2019 and May 6, 2021.

ChemoCentryx filed its opposition on November 22, 2023.

Lead plaintiff filed its reply brief in support of class certification on January 23, 2024.

A hearing on class certification is set for February 15, 2024.

On March 6, 2024, the Northern District Court of California certified a class of all persons who purchased or otherwise acquired the common stock of ChemoCentryx between November 26, 2019 and May 6, 2021.

On March 20, 2024, ChemoCentryx filed a petition with the U.S.

Court of Appeals for the Ninth Circuit (Ninth Circuit Court), seeking permission to have the district court’s order on class certification heard on appeal.

The lead plaintiff’s response to ChemoCentryx’s petition was submitted on April 2, 2024, and on May 24, 2024, the Ninth Circuit Court denied ChemoCentryx’s petition to appeal the class certification order.

Under the current schedule for the class action in the district court, the parties’ motions to exclude experts will be fully briefed by March 20, 2025, and summary judgment will be fully briefed by May 9, 2025.

Trial is set for September 22, 2025.

The deadline for class members to opt out of the class action was January 14, 2025.

Prior to the opt-out deadline, on May 2, 2024, RA Capital Healthcare Fund, LP filed two securities cases (which are similar to the class action), in the California Superior Court in Ventura County and in the Northern District Court of California, against ChemoCentryx and its former Chief Executive Officer, Dr.

Thomas Schall.

On July 2, 2024, the state court stayed the case pending an order on summary judgment in the federal class action.

Under the current schedule in the federal case, briefing on the defendants’ motion to dismiss the complaint will be complete by March 11, 2025, and a hearing on that motion is set for May 1, 2025.

Commitments – U.S.

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Under the 2017 Tax Act, we elected to pay in eight annual installments the repatriation tax related primarily to prior indefinitely invested earnings of our foreign operations.

The following table summarizes the remaining scheduled repatriation tax payments as of December 31, 2023 (in millions):

Total remaining U.S.

repatriation tax commitments $ 3,301

The final U.S.

repatriation tax payment of $ 1.8 billion will be made in 2025.

VALUATION AND QUALIFYING ACCOUNTS

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additions Deductions Balance

Year ended December 31, 2023

$ 28 $ 13 $ — $ ( 3 ) $ 38

Year ended December 31, 2022

$ 22 $ 6 $ — $ — $ 28

Year ended December 31, 2021

$ 26 $ — $ — $ ( 4 ) $ 22

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures