What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-02 · 341 added, 191 removed, 591 unchanged (47% of the section changed)

FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per-share data)

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Product sales $ 8,771 $ 8,041 $ 16,644 $ 15,159

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Interest expense, net ( 694 ) ( 808 ) ( 1,417 ) ( 1,632 )

Other income (expense), net 1,518 ( 235 )

Income (loss) before income taxes 1,973 ( 68 )

Other (expense) income, net ( 394 ) ( 307 ) 1,124 ( 542 )

Income before income taxes 1,568 794 3,541 726

Provision for income taxes 136 48 379 93

Net income (loss) $ 1,730 $ ( 113 )

Earnings (loss) per share:

Net income $ 1,432 $ 746 $ 3,162 $ 633

Earnings per share:

Basic $ 2.66 $ 1.39 $ 5.88 $ 1.18

Diluted $ 2.65 $ 1.38 $ 5.84 $ 1.17

Weighted-average shares used in calculation of earnings (loss) per share:

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

Basic 538 537 538 537

1 unchanged sentence

See accompanying notes.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Three months ended

Net income (loss) $ 1,730 $ ( 113 )

June 30, Six months ended

2025 2024 2025 2024

Net income $ 1,432 $ 746 $ 3,162 $ 633

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

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Other comprehensive (loss) income, net of reclassification adjustments and taxes ( 313 ) 35 ( 478 ) 134

Comprehensive income (loss) $ 1,565 $ ( 14 )

Comprehensive income $ 1,119 $ 781 $ 2,684 $ 767

See accompanying notes.

1 unchanged sentence

(In millions, except per-share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

33 unchanged sentences

(In millions, except per-share data)

Three months ended June 30, 2025

paid-in capital Accumulated

1 unchanged sentence

comprehensive loss Total

Balance as of December 31, 2024

Balance as of March 31, 2025 537.7 $ 33,578 $ ( 27,140 ) $ ( 231 ) $ 6,207

Net income — — 1,432 — 1,432

Other comprehensive loss, net of taxes — — — ( 313 ) ( 313 )

Issuance of common stock in connection with equity award programs

0.6 36 — — 36

Stock-based compensation expense — 157 — — 157

Tax impact related to employee stock-based compensation expense

— ( 91 ) — — ( 91 )

Balance as of June 30, 2025 538.3 $ 33,680 $ ( 25,708 ) $ ( 544 ) $ 7,428

Six months ended June 30, 2025

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

Balance as of December 31, 2024 536.9 $ 33,533 $ ( 27,590 ) $ ( 66 ) $ 5,877

Net income — — 3,162 — 3,162

7 unchanged sentences

— ( 173 ) — — ( 173 )

Balance as of June 30, 2025 538.3 $ 33,680 $ ( 25,708 ) $ ( 544 ) $ 7,428

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(In millions, except per-share data)

Three months ended June 30, 2024

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

Balance as of March 31, 2024 536.4 $ 33,082 $ ( 27,870 ) $ ( 190 ) $ 5,022

Net income — — 746 — 746

Other comprehensive income, net of taxes — — — 35 35

Issuance of common stock in connection with equity award programs

0.8 65 — — 65

Stock-based compensation expense — 157 — — 157

Tax impact related to employee stock-based compensation expense

— ( 100 ) — — ( 100 )

Balance as of June 30, 2024 537.2 $ 33,204 $ ( 27,124 ) $ ( 155 ) $ 5,925

Six months ended June 30, 2024

paid-in capital Accumulated

deficit Accumulated

comprehensive

comprehensive loss Total

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

535.4 $ 33,070 $ ( 26,549 ) $ ( 289 ) $ 6,232

Net loss — — ( 113 ) — ( 113 )

Net income — — 633 — 633

Other comprehensive income, net of taxes — — — 134 134

6 unchanged sentences

— ( 225 ) — — ( 225 )

Balance as of March 31, 2024

536.4 $ 33,082 $ ( 27,870 ) $ ( 190 ) $ 5,022

Balance as of June 30, 2024 537.2 $ 33,204 $ ( 27,124 ) $ ( 155 ) $ 5,925

See accompanying notes.

1 unchanged sentence

(In millions)

Three months ended

Six months ended

Cash flows from operating activities:

Net income (loss) $ 1,730 $ ( 113 )

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

Net income $ 3,162 $ 633

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

Depreciation, amortization and other 2,728 2,799

30 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Summary of significant accounting policies

4 unchanged sentences

Basis of presentation

The interim unaudited financial information for the three months ended March 31, 2025 and 2024, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods.

The interim unaudited financial information for the three and six months ended June 30, 2025 and 2024, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods.

Interim results are not necessarily indicative of results for the full fiscal year.

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024, and with the condensed consolidated financial statements and the notes thereto contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Principles of consolidation

8 unchanged sentences

Property, plant and equipment, net

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

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $ 10.8 billion and $ 10.4 billion as of June 30, 2025 and December 31, 2024, respectively.

Recent accounting pronouncements not yet adopted

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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.

We expect the adoption of this new standard to result in incremental disclosures to the notes to our financial statements.

In November 2024, the FASB issued ASU No.

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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.

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.

8 unchanged sentences

The determination of a single segment is consistent with the financial information regularly reviewed by the CODM for purposes of evaluating performance and allocating resources, which is reviewed on a consolidated basis.

As the Company’s CODM evaluates the financial performance of the Company’s human therapeutics segment on a consolidated basis, the measure of segment performance is net income, as reflected in the Condensed Consolidated Statements of Income (Loss).

The CODM uses net income to allocate resources on a consolidated basis, which enables the CODM to both assess the overall level of resources available and optimize the distribution of resources across functions, therapeutic areas, regions and research and development programs in line with our long-term corporate-wide strategic goals.

The CODM uses net income to allocate resources on a consolidated basis, which enables the CODM to both assess the overall level of resources available and optimize the distribution of resources across functions, therapeutic areas, regions and R&D programs in line with our long-term corporate-wide strategic goals.

In addition, the CODM may also evaluate financial performance based on net income adjusted for certain items that are unusual and non-recurring.

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See Note 6, Investments, for further information regarding equity method investments, and Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows for further information regarding capital expenditures.

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

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 three and six months ended June 30, 2025 and 2024 (in millions):

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Product sales $ 8,771 $ 8,041 $ 16,644 $ 15,159

2 unchanged sentences

Manufacturing cost of sales (1)(2)

2,484 2,825 5,012 5,639

Profit share and royalties in cost of sales (1)

527 411 967 797

Research and development (1)

1,744 1,447 3,230 2,790

Sales and marketing (1)

1,137 1,211 2,203 2,415

General and administrative (1)

554 574 1,175 1,178

Other segment items (3)

539 445 ( 34 ) 965

Equity in loss (income) of equity method investments 18 ( 12 ) 29 ( 39 )

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Provision for income taxes

Segment net income (loss) 1,730 ( 113 )

136 48 379 93

Segment net income 1,432 746 3,162 633

Reconciliation of profit or loss:

Adjustments and reconciling items — — — —

Consolidated net income (loss) $ 1,730 $ ( 113 )

(1) During both the three months ended March 31, 2025 and 2024, amortization of our finite-lived intangible assets was $ 1.2 billion, which was primarily included in Cost of sales in the Condensed Consolidated Statements of Income (Loss).

In addition, during the three months ended March 31, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $ 209 million and $ 201 million, respectively.

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

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

Consolidated net income $ 1,432 $ 746 $ 3,162 $ 633

(1) During the three months ended June 30, 2025 and 2024, amortization of our finite-lived intangible assets was $ 1.1 billion and $ 1.2 billion, respectively.

During the six months ended June 30, 2025 and 2024, amortization of our finite-lived intangible assets was $ 2.3 billion and $ 2.4 billion, respectively.

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

In addition, during the three months ended June 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $ 220 million and $ 202 million, respectively.

During the six months ended June 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $ 429 million and $ 403 million, respectively.

(2) During the three months ended June 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 339 million and $ 660 million, respectively.

During the six months ended June 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 702 million and $ 1.4 billion, respectively.

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

We operate our business in one operating segment:

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Revenues were as follows (in millions):

Three months ended March 31,

Three months ended June 30,

ROW Total U.S.

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Repatha 361 335 696 270 262 532

XGEVA 360 206 566 366 195 561

ENBREL 597 7 604 902 7 909

EVENITY 320 122 442 236 106 342

XGEVA 347 185 532 399 163 562

Otezla 512 106 618 432 112 544

EVENITY 395 123 518 281 110 391

TEPEZZA 466 39 505 478 1 479

BLINCYTO 270 114 384 165 99 264

Aranesp 91 249 340 100 249 349

KYPROLIS 232 146 378 240 137 377

Aranesp 107 252 359 91 257 348

Nplate 228 141 369 214 132 346

342 — 342 234 — 234

KRYSTEXXA 349 — 349 294 — 294

Vectibix 144 161 305 133 137 270

Other products (2)

1,229 461 1,690 937 389 1,326

Total product sales (3)

$ 6,324 $ 2,447 8,771 $ 5,840 $ 2,201 8,041

Other revenues 408 347

Total revenues $ 9,179 $ 8,388

Six months ended June 30,

ROW Total U.S.

Prolia $ 1,465 $ 756 $ 2,221 $ 1,427 $ 737 $ 2,164

Repatha 704 648 1,352 543 506 1,049

ENBREL 1,101 13 1,114 1,463 13 1,476

XGEVA 707 391 1,098 765 358 1,123

Otezla 855 200 1,055 725 213 938

EVENITY 715 245 960 517 216 733

TEPEZZA 831 55 886 897 6 903

BLINCYTO 543 211 754 318 190 508

KYPROLIS 448 254 702 474 279 753

Aranesp 198 501 699 191 506 697

Nplate 429 253 682 404 259 663

627 — 627 407 — 407

KRYSTEXXA 585 — 585 529 — 529

Vectibix 279 293 572 253 264 517

Other products (2)

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

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

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

The increase in our effective tax rate for the three months ended March 31, 2025, was primarily due to the change in earnings mix as a result of net unrealized gains in the first quarter of 2025 compared to net unrealized losses in the first quarter of 2024 on equity investments (primarily BeiGene).

See Note 6, Investments —BeiGene, Ltd.

(3) Hedging gains and losses, which are included in product sales, were not material for the three and six months ended June 30, 2025 and 2024.

The effective tax rates for the three and six months ended June 30, 2025 were 8.7 % and 10.7 %, respectively, compared with 6.0 % and 12.8 %, respectively, for the corresponding periods in the prior year.

The increase in our effective tax rate for the three months ended June 30, 2025, was primarily due to the change in earnings mix, including lower amortization expense from the fair value step-up of inventory acquired from Horizon, and current year net unfavorable items as compared to the prior period.

The decrease in our effective tax rate for the six months ended June 30, 2025, was primarily due to the change in earnings mix, including the Otezla impairment charge recorded in the first quarter of 2025, and current year net favorable items as compared to the prior period, partially offset by the net unrealized gains in the first half of 2025 compared to net unrealized losses in the prior period on equity investments.

See Note 6, Investments .

The effective tax rates differ from the federal statutory rate primarily due to the impact of the jurisdictional mix of income and expenses.

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tax at a reduced rate of 10.5%.

On July 4, 2025, the OBBBA was enacted in the United States.

The OBBBA has various provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Act, and modifications to the international tax framework.

The legislation has multiple effective dates, with certain provisions effective in 2026 and beyond.

One or more of our legal entities file income tax returns in the U.S.

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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 parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025.

The parties are scheduled to file post-trial reply briefs in October 2025.

The Company expects a decision from the U.S.

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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.

We expect that the IRS will begin its audit of 2019-2022 in 2025 or early 2026, and we believe that

it may seek to continue to audit similar issues related to the allocation of income between the United States and our foreign jurisdictions.

In addition, we are under examination by a number of state and foreign tax jurisdictions.

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however, due to the complexity of the provision for income taxes and uncertain resolution of these matters, the ultimate outcome of any tax matters may result in payments substantially greater than amounts accrued and could have a material adverse impact on our condensed consolidated financial statements.

During the three months ended March 31, 2025, the gross amounts of our UTBs increased by $ 40 million as a result of tax positions taken during the current year.

Substantially all of the UTBs as of March 31, 2025, if recognized, would affect our effective tax rate.

During the three and six months ended June 30, 2025, the gross amounts of our UTBs increased by $ 60 million and $ 100 million, respectively, as a result of tax positions taken during the current year.

Substantially all of the UTBs as of June 30, 2025, if recognized, would impact our effective tax rate.

Earnings per share

1 unchanged sentence

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

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

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

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Income (Numerator):

Net income (loss) for basic and diluted earnings (loss) per share $ 1,730 $ ( 113 )

Net income for basic and diluted EPS $ 1,432 $ 746 $ 3,162 $ 633

Shares (Denominator):

Weighted-average shares for basic earnings (loss) per share 538 536

Weighted-average shares for basic EPS 538 537 538 537

Effect of dilutive securities 3 4 3 4

Weighted-average shares for diluted earnings (loss) per share 541 536

Basic earnings (loss) per share $ 3.22 $ ( 0.21 )

Diluted earnings (loss) per share $ 3.20 $ ( 0.21 )

For the three months ended March 31, 2025, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

For the three months ended March 31, 2024, 5 million shares of employee stock-based awards were excluded from the computation of diluted loss per share because the effect would have been antidilutive due to the Company’s net loss during that period.

Weighted-average shares for diluted EPS 541 541 541 541

Basic earnings per share $ 2.66 $ 1.39 $ 5.88 $ 1.18

Diluted earnings per share $ 2.65 $ 1.38 $ 5.84 $ 1.17

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

Available-for-sale investments

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

Types of securities as of March 31, 2025 Amortized

Types of securities as of June 30, 2025 Amortized

Treasury bills $ 994 $ — $ — $ 994

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

Condensed Consolidated Balance Sheets locations March 31, 2025 December 31, 2024

Condensed Consolidated Balance Sheets locations June 30, 2025 December 31, 2024

Cash and cash equivalents $ 7,486 $ 11,486

Total interest-bearing securities $ 7,486 $ 11,486

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

All interest-bearing securities as of March 31, 2025 and December 31, 2024, mature in one year or less.

For the three months ended March 31, 2025 and 2024, interest income on these investments was $ 126 million and $ 153 million, respectively.

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

Cash and cash equivalents in the above table excludes bank account cash of $ 542 million and $ 487 million as of June 30, 2025 and December 31, 2024, respectively.

All interest-bearing securities as of June 30, 2025 and December 31, 2024, mature in one year or less.

For the three months ended June 30, 2025 and 2024, interest income on these investments was $ 86 million and $ 115 million, respectively.

For the six months ended June 30, 2025 and 2024, interest income on these investments was $ 212 million and $ 268 million, respectively.

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

The cost of securities sold is based on the specific-identification method.

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Equity securities

BeiGene, Ltd.

As of March 31, 2025 and December 31, 2024, the fair values of our investment in BeiGene were $ 5.2 billion and $ 3.5 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2025 and 2024, we recognized an unrealized gain of $ 1.7 billion and an unrealized loss of $ 454 million, respectively, in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss).

Subject to certain exceptions or otherwise agreed to by BeiGene, while Amgen holds at least 5.0 % of BeiGene’s outstanding common stock, (A) we may only sell our BeiGene equity investment via:

(i) a registered public offering, (ii) a sale under Rule 144 of the Securities Act of 1933 (the “Securities Act”) or (iii) a private sale exempt from registration requirements under the Securities Act, and (B) we may not sell more than 5.0 % of BeiGene’s outstanding common stock in any rolling 12-month period.

BeOne Medicines Ltd.

As of June 30, 2025 and December 31, 2024, the fair values of our investment in BeOne were $ 4.6 billion and $ 3.5 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2025 and 2024, we recorded unrealized losses of $ 570 million and $ 260 million, respectively.

During the six months ended June 30, 2025 and 2024, we recorded an unrealized gain of $ 1.1 billion and an unrealized loss of $ 714 million, respectively.

These unrealized gains and losses were recognized in Other (expense) income, net, in the Condensed Consolidated Statements of Income.

Subject to certain exceptions or otherwise agreed to by BeOne, while Amgen holds at least 5.0 % of BeOne’s outstanding common stock, (A) we may only sell our BeOne equity investment via:

(i) a registered public offering, (ii) a sale under Rule

144 of the Securities Act of 1933 (the “Securities Act”) or (iii) a private sale exempt from registration requirements under the Securities Act, and (B) we may not sell more than 5.0 % of BeOne’s outstanding common stock in any rolling 12-month period.

Other equity securities

Excluding our equity investments in BeiGene (discussed above) and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 291 million and $ 314 million as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2025 and 2024, net unrealized gains and losses on these publicly traded securities were not material.

Additionally, net realized gains and losses on sales of publicly traded securities for the three months ended March 31, 2025 and 2024, were not material.

We held investments of $ 326 million and $ 319 million in equity securities without readily determinable fair values as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2025 and 2024, upward and downward adjustments on these securities were not material.

Excluding our equity investments in BeOne (discussed above) and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 287 million and $ 314 million as of June 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2025 and 2024, net unrealized gains and losses on these publicly traded securities were not material.

Additionally, net realized gains and losses on sales of publicly traded securities for the three and six months ended June 30, 2025 and 2024, were not material.

We held investments of $ 323 million and $ 319 million in equity securities without readily determinable fair values as of June 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2025 and 2024, upward and downward adjustments on these securities were not material.

Adjustments were based on observable price transactions.

Net realized gains and losses on sales of securities without readily determinable fair values for the three months ended March 31, 2025 and 2024, were not material.

Net realized gains and losses on sales of securities without readily determinable fair values for the three and six months ended June 30, 2025 and 2024, were not material.

Equity method investments

Neumora Therapeutics, Inc.

As of March 31, 2025 and December 31, 2024, our ownership interests in Neumora were approximately 21.8 % and 21.9 %, respectively, and the fair values of our investment were $ 35 million and $ 375 million, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, our ownership interest in Neumora was approximately 21.9 % and the fair values of our investment were $ 26 million and $ 375 million, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

Although our equity investment qualifies us for the equity method of accounting, we have elected the fair value option to account for our investment.

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

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

See Note 11, Fair value measurement.

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

During the three months ended March 31, 2025, we recognized an unrealized loss of $ 340 million, compared to an unrealized loss of $ 117 million for the same period in the prior year.

During the three months ended June 30, 2025 and 2024, we recognized unrealized losses of $ 9 million and $ 138 million, respectively.

During the six months ended June 30, 2025 and 2024, we recognized unrealized losses of $ 349 million and $ 255 million, respectively.

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

Limited partnerships

We held limited partnership investments of $ 252 million and $ 262 million as of March 31, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

We held limited partnership investments of $ 235 million and $ 262 million as of June 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

These investments, which are primarily investment funds of early-stage biotechnology companies, are accounted for by using the equity method of accounting and are measured by using our proportionate share of the net asset values of the underlying investments held by the limited partnerships as a practical expedient.

These investments are typically redeemable only through distributions upon liquidation of the underlying assets.

As of March 31, 2025, we had $ 147 million of unfunded additional commitments to be made for these investments during the next several years.

For the three months ended March 31, 2025 and 2024, net unrealized gains and losses recognized from our limited partnership investments were not material.

As of June 30, 2025, we had $ 146 million of unfunded additional commitments to be made for these investments during the next several years.

For the three and six months ended June 30, 2025 and 2024, net unrealized gains and losses recognized from our limited partnership investments were not material.

Inventories consisted of the following (in millions):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials $ 885 $ 818

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Foreign currency translation adjustments

Balance at March 31, 2025

Balance at June 30, 2025

Other intangible assets

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

amounts Accumulated

6 unchanged sentences

Licensing rights 3,875 ( 3,457 ) 418 3,875 ( 3,392 ) 483

Marketing-related rights 1,202 ( 1,202 ) — 1,202 ( 1,202 ) —

Research and development technology rights 1,419 ( 1,288 ) 131 1,374 ( 1,235 ) 139

Marketing-related rights 1,202 ( 1,202 ) — 1,202 ( 1,202 ) —

Total finite-lived intangible assets 54,697 ( 30,793 ) 23,904 55,062 ( 28,423 ) 26,639

11 unchanged sentences

This selection represented a triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment.

The Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate.

The discounted cash flow analysis resulted in an intangible asset fair value of $ 4.0 billion as of March 31, 2025, which was lower than the carrying value of $ 4.8 billion and resulted in a partial impairment of both the gross and net carrying amounts.

In the first quarter of 2025, the Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate, that resulted in an intangible asset fair value of $ 4.0 billion, which was lower than the carrying value of $ 4.8 billion, and resulted in a partial impairment of both the gross and net carrying amounts of $ 800 million, which was recognized in Other operating expenses in the Condensed Consolidated Statements of Income.

See Note 11, Fair value measurement.

Based on the revised estimated cash flows, during the three months ended March 31, 2025, we recorded an intangible asset impairment charge of $ 800 million in Other operating expenses in the Condensed Consolidated Statements of Income (Loss).

IPR&D consists of R&D projects acquired in a business combination that are not complete at the time of acquisition due to remaining technological risks and/or lack of receipt of required regulatory approvals.

We review IPR&D projects for impairment annually, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and upon the establishment of technological feasibility or regulatory approval.

During both the three months ended March 31, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $ 1.2 billion, which was primarily included in Cost of sales in the Condensed Consolidated Statements of Income (Loss).

As of March 31, 2025, the total estimated future amortization of our finite-lived intangible assets for the remaining nine months ending December 31, 2025, and the years ending December 31, 2026, 2027, 2028, 2029 and 2030, was $ 3.1 billion, $ 3.7 billion, $ 3.7 billion, $ 2.8 billion, $ 2.2 billion and $ 2.1 billion, respectively.

During the second quarter of 2025, the FDA approved UPLIZNA for the Immunoglobulin G4-related disease (IgG4-RD) indication, and commercialization commenced in the United States.

As a result, the Company reclassified the related intangible asset with a gross carrying value of $ 350 million from IPR&D to developed-product-technology rights and began amortizing it on a straight-line basis over its estimated useful life of approximately 11 years from the date placed in service.

During the three months ended June 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $ 1.1 billion and $ 1.2 billion, respectively.

During the six months ended June 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $ 2.3 billion and $ 2.4 billion, respectively.

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

As of June 30, 2025, the total estimated future

amortization of our finite-lived intangible assets for the remaining six months ending December 31, 2025, and the years ending December 31, 2026, 2027, 2028, 2029 and 2030, was $ 2.0 billion, $ 3.7 billion, $ 3.7 billion, $ 2.9 billion, $ 2.3 billion and $ 2.2 billion, respectively.

Financing arrangements

Our borrowings consisted of the following (in millions):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

1.90 % notes due 2025 ( 1.90 % 2025 Notes)

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4.40 % notes due 2062 ( 4.40 % 2062 Notes)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

5.75 % notes due 2063 ( 5.75 % 2063 Notes)

8 unchanged sentences

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

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

The Term loan has an interest rate of three-month SOFR plus 1.225 %.

Debt repayments

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

During the three months ended June 30, 2025 and 2024, debt repayments totaled $ 1.0 billion and $ 1.4 billion, respectively.

During the six months ended June 30, 2025 and 2024, debt repayments totaled $ 3.5 billion and $ 1.4 billion, respectively.

Debt extinguishment

During the three months ended March 31, 2025, we repurchased an aggregate principal amount of our debt of $ 414 million, including portions of the 2.00 % 2032 Notes, 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes, for an aggregate cost of $ 301 million, which resulted in a $ 111 million gain on extinguishment of debt.

During the three months ended March 31, 2024, we repurchased an aggregate principal amount of our debt of $ 544 million, including portions of the 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes, for an aggregate cost of $ 410 million, which resulted in a $ 133 million gain on extinguishment of debt.

Gains and losses on extinguishments of debt are recorded in Other income (expense), net, in the Condensed Consolidated Statements of Income (Loss).

During the three months ended June 30, 2025, we repurchased an aggregate principal amount of our debt of $ 418 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 $ 301 million, which resulted in a $ 117 million gain on extinguishment of debt.

During the three months ended June 30, 2024, we did not have any extinguishments of debt.

During the six months ended June 30, 2025, we repurchased an aggregate principal amount of our debt of $ 832 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 $ 602 million, which resulted in a $ 228 million gain on extinguishment of debt.

During the six months ended June 30, 2024, we repurchased an aggregate principal amount of our debt of $ 544 million, including portions of the 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes, for an aggregate cost of $ 410 million, which resulted in a $ 133 million gain on extinguishment of debt.

Gains on extinguishments of debt are recorded in Other (expense) income, net, in the Condensed Consolidated Statements of Income.

Interest rate swap contracts

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Stock repurchase program

During the three months ended March 31, 2025 and 2024, we did not repurchase shares under our stock repurchase program.

As of March 31, 2025, $ 6.8 billion of authorization remained available under the stock repurchase program.

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

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

During the six months ended June 30, 2025 and 2024, we did not repurchase shares under our stock repurchase program.

As of June 30, 2025, $ 6.8 billion of authorization remained available under the stock repurchase program.

In March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $ 2.38 per share, which were paid in June 2025 and March 2025, respectively.

In August 2025, our Board of Directors declared a quarterly cash dividend of $ 2.38 per share, which will be paid in September 2025.

Accumulated other comprehensive income (loss)

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hedges Other AOCI

Balance as of March 31, 2025

$ ( 317 ) $ 64 $ 22 $ ( 231 )

Foreign currency translation adjustments 86 — — 86

Unrealized losses — ( 323 ) — ( 323 )

Reclassification adjustments into earnings

— ( 184 ) — ( 184 )

Other — — — —

Income taxes — 108 — 108

Balance as of June 30, 2025

$ ( 231 ) $ ( 335 ) $ 22 $ ( 544 )

translation adjustments

hedges Other AOCI

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

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Income taxes — 170 — 170

Balance as of March 31, 2025

Balance as of June 30, 2025

$ ( 231 ) $ ( 335 ) $ 22 $ ( 544 )

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

Three months ended March 31,

Components of AOCI 2025 2024 Condensed Consolidated

Statements of Income (Loss) locations

Three months ended June 30, Condensed Consolidated

Statements of Income locations

Components of AOCI 2025 2024

Cash flow hedges:

Foreign currency forward contract gains $ 12 $ 55 Product sales

Cross-currency swap contract gains (losses) 83 ( 31 ) Other income (expense), net

139 20 Income (loss) before income taxes

Cross-currency swap contract gains (losses) 172 ( 3 ) Other (expense) income, net

184 52 Income before income taxes

( 40 ) ( 11 ) Provision for income taxes

$ 109 $ 16 Net income (loss)

$ 144 $ 41 Net income

Six months ended June 30, Condensed Consolidated

Statements of Income locations

Components of AOCI 2025 2024

Cash flow hedges:

Foreign currency forward contract gains $ 68 $ 106 Product sales

Cross-currency swap contract gains (losses) 255 ( 34 ) Other (expense) income, net

323 72 Income before income taxes

( 70 ) ( 15 ) Provision for income taxes

$ 253 $ 57 Net income

Fair value measurement

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(Level 2) Significant

Fair value measurement as of March 31, 2025, using:

Fair value measurement as of June 30, 2025, using:

Available-for-sale securities:

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Foreign currency forward contracts — 55 — 55

Cross-currency swap contracts — 54 — 54

Total assets $ 11,261 $ 1,232 $ — $ 12,493

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Treasury bills are determined by utilizing third-party pricing services, which obtain pricing data from active market makers and brokers.

The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeiGene and Neumora, as of March 31, 2025 and December 31, 2024, are based on quoted market prices in active markets, with no valuation adjustment.

The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeOne and Neumora, as of June 30, 2025 and December 31, 2024, 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.

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

As of March 31, 2025 and December 31, 2024, the aggregate fair values of our fixed-rate debt were $ 53.0 billion and $ 54.9 billion, respectively, and the carrying values of our fixed-rate debt were $ 55.6 billion and $ 58.3 billion, respectively.

The estimates of the fair values of our term loans approximate their carrying values as of March 31, 2025 and December 31, 2024, as these debt instruments bear interest at floating rates.

During the three months ended March 31, 2025 and 2024, there were no transfers of assets or liabilities between fair value measurement levels.

Except with respect to the partial impairment of the Otezla intangible asset as discussed in Note 8, Goodwill and other intangible assets, there were no material remeasurements of the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

As of June 30, 2025 and December 31, 2024, the aggregate fair values of our fixed-rate debt were $ 52.1 billion and $ 54.9 billion, respectively, and the carrying values of our fixed-rate debt were $ 54.4 billion and $ 58.3 billion, respectively.

The estimates of the fair values of our term loans approximate their carrying values as of June 30, 2025 and December 31, 2024, as these debt instruments bear interest at floating rates.

During the six months ended June 30, 2025 and 2024, there were no transfers of assets or liabilities between fair value measurement levels.

Except with respect to the partial impairment of the Otezla intangible asset in the first quarter of 2025 as discussed in Note 8, Goodwill and other intangible assets, there were no material remeasurements of the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

Derivative instruments

9 unchanged sentences

and at any given point in time, a higher percentage of nearer-term projected product sales is being hedged than in successive periods.

As of March 31, 2025 and December 31, 2024, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 7.3 billion and $ 7.2 billion, respectively.

As of June 30, 2025 and December 31, 2024, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 7.4 billion and $ 7.2 billion, respectively.

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

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

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

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term debt denominated in foreign currencies, we enter into cross-currency swap contracts.

7 unchanged sentences

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

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

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

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

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

Foreign currency U.S.

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Treasury rate between the time we enter into these contracts and the time the related debt is issued.

Gains and losses on forward interest rate contracts, which are designated as cash flow hedges, are recognized in AOCI in the Condensed Consolidated Balance Sheets and are amortized into Interest expense, net, in the Condensed Consolidated Statements of Income (Loss) over the terms of the associated debt issuances.

Amounts recognized in connection with forward interest rate contracts during the three months ended March 31, 2025 and 2024, and amounts expected to be recognized during the next 12 months are not material.

Amounts recognized in connection with forward interest rate contracts during the six months ended June 30, 2025 and 2024, and amounts expected to be recognized during the next 12 months are not material.

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

Three months ended

June 30, Six months ended

Derivatives in cash flow hedging relationships 2025 2024 2025 2024

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These interest rate swap contracts effectively convert fixed-rate coupons to floating-rate SOFR-based coupons over the terms of the related hedge contracts.

As of both March 31, 2025 and December 31, 2024, we had interest rate swap contracts with an aggregate notional amount of $ 6.7 billion that hedge certain portions of our long-term debt issuances.

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income (Loss) the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk.

As of June 30, 2025 and December 31, 2024, we had interest rate swap contracts with aggregate notional amounts of $ 5.7 billion and $ 6.7 billion respectively, that hedge certain portions of our long-term debt issuances.

The reduction in aggregate notional amount of these contracts during the six months ended June 30, 2025, was due to the termination of swaps that occurred in connection with the repayment of the 3.125 % 2025 Notes (see Note 9, Financing arrangements).

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk.

If a hedging relationship involving an interest rate swap contract is terminated, the gain or loss realized on contract termination is recorded as an adjustment to the carrying value of the debt and amortized into Interest expense, net, over the remaining term of the previously hedged debt.

2 unchanged sentences

Cumulative amounts of fair value hedging adjustments related to the carrying amounts of the hedged liabilities (2)

Condensed Consolidated Balance Sheets locations March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Condensed Consolidated Balance Sheets locations June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Current portion of long-term debt $ 53 $ 1,045 $ 53 $ 45

Long-term debt $ 5,304 $ 5,152 $ ( 239 ) $ ( 388 )

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

Long-term debt includes $ 219 million and $ 232 million of carrying value with discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively.

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

Long-term debt includes $ 119 million and $ 132 million of hedging adjustments on discontinued hedging relationships as of March 31, 2025 and December 31, 2024, respectively.

(1) Current portion of long-term debt includes $ 53 million and $ 56 million of carrying value with discontinued hedging relationships as of June 30, 2025 and December 31, 2024, respectively.

Long-term debt includes $ 206 million and $ 232 million of carrying value with discontinued hedging relationships as of June 30, 2025 and December 31, 2024, respectively.

(2) Current portion of long-term debt includes $ 53 million and $ 56 million of hedging adjustments on discontinued hedging relationships as of June 30, 2025 and December 31, 2024, respectively.

Long-term debt includes $ 106 million and $ 132 million of hedging adjustments on discontinued hedging relationships as of June 30, 2025 and December 31, 2024, respectively.

Impact of hedging transactions

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

Three months ended March 31, 2025

Product sales Other income (expense), net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income (Loss)

Three months ended June 30, 2025 Six months ended June 30, 2025

Product sales Other (expense) income, net Interest expense, net Product sales Other (expense) income, net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income

$ 8,771 $ ( 394 ) $ ( 694 ) $ 16,644 $ 1,124 $ ( 1,417 )

7 unchanged sentences

Derivatives designated as hedging instruments $ — $ — $ 75 $ — $ — $ 187

Three months ended March 31, 2024

Product sales Other income (expense), net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income (Loss)

Three months ended June 30, 2024 Six months ended June 30, 2024

Product sales Other (expense) income, net Interest expense, net Product sales Other (expense) income, net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income

$ 8,041 $ ( 307 ) $ ( 808 ) $ 15,159 $ ( 542 ) $ ( 1,632 )

3 unchanged sentences

Cross-currency swap contracts $ — $ ( 3 ) $ — $ — $ ( 34 ) $ —

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)

$ — $ — $ ( 18 ) $ — $ — $ 31

Derivatives designated as hedging instruments $ — $ — $ 36 $ — $ — $ 8

1 unchanged sentence

No portions of our cash flow hedge contracts were excluded from the assessment of hedge effectiveness.

As of March 31, 2025, the amount of net gains on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was not material.

As of June 30, 2025, $ 131 million of net losses on our foreign currency forward and cross-currency swap contracts were expected to be reclassified out of AOCI and recognized into earnings during the next 12 months.

Derivatives not designated as hedges

1 unchanged sentence

Most of these exposures are hedged on a month-to-month basis.

As of March 31, 2025 and December 31, 2024, the total notional amounts of these foreign currency forward contracts were $ 41 million and $ 148 million, respectively.

Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three months ended March 31, 2025 and 2024.

As of June 30, 2025 and December 31, 2024, the total notional amounts of these foreign currency forward contracts were $ 226 million and $ 148 million, respectively.

Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three and six months ended June 30, 2025 and 2024.

Fair values of derivatives

1 unchanged sentence

Derivative assets Derivative liabilities

March 31, 2025 Condensed Consolidated

June 30, 2025 Condensed Consolidated

Balance Sheets locations Fair values Condensed Consolidated

17 unchanged sentences

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

Our derivative contracts that were in liability positions as of March 31, 2025, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control.

Our derivative contracts that were in liability positions as of June 30, 2025, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control.

If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions.

8 unchanged sentences

We describe our legal proceedings and other matters that are significant or that we believe could become significant in this footnote and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024;

and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated.

2 unchanged sentences

In each of the matters described in this filing;

and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, in which we could incur a liability, our opponents seek an award of a not-yet-quantified amount of damages or an amount that is not material.

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

and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in which we could incur a liability, our opponents seek an award of a not-yet-quantified amount of damages or an amount that is not material.

In addition, a number of the matters pending against us are at very early stages of the legal process, which in complex proceedings of the sort we face often extend for several years.

As a result, none of the matters described in this filing;

and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, in which we could incur a liability, have progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material.

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

and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in which we could incur a liability, have progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material.

While it is not possible to accurately predict or determine the eventual outcomes of these matters, an adverse determination in one or more of these matters currently pending could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

1 unchanged sentence

Repatha Patent Litigation

Unified Patent Court of the European Union (UPC)

On February 25, 2025, a hearing on the validity and infringement of European Patent No.

3,536,712 (the EP’712 Patent), which Sanofi Biotechnology SAS licensed from Regeneron Pharmaceuticals, Inc.

(Regeneron), was held before the Dusseldorf Local Division of the UPC.

The parties await the decision of the court.

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

On April 17, 2025, the Court of Appeals of the UPC canceled the oral hearing scheduled for May 22, 2025 on the appeal of the decision by the Central Division of the UPC to revoke Amgen’s European Patent No.

On May 15, 2025, the Regional Court of Munich, which is considering Sanofi-Aventis Deutschland GmbH and Regeneron Pharmaceutical Inc.’s (Regeneron) request for damages arising from Amgen’s provisional enforcement of an injunction against PRALUENT ® , canceled the hearing scheduled for May 21, 2025 and indicated it will reschedule the hearing for December 2025.

Unified Patent Court (UPC) of the European Union

In Sanofi Biotechnologies SAS (Sanofi) and Regeneron’s action filed against Amgen before the Dusseldorf Local Division of the UPC, alleging infringement of European Patent No.

3,536,712 (the EP’712 Patent), on May 13, 2025, the Dusseldorf Local Division of the UPC issued a decision that the EP’712 Patent, which Sanofi Biotechnology SAS licensed from Regeneron, is valid but not infringed by Amgen.

Amgen filed a Statement of Appeal on July 11, 2025, and Sanofi and Regeneron filed a Statement of Appeal on July 14, 2025.

On June 9, 2025, Sanofi filed a motion seeking to stay its lawsuit against Amgen in the Dusseldorf Local Division of the UPC that alleges Amgen’s Repatha infringes European Patent No.

4,252,857 (the EP’857 Patent).

This hearing will be rescheduled, and the parties have been invited to comment on the written decision of the European Patent Office Opposition Division rejecting Sanofi-Aventis and Regeneron’s opposition and concluding that the claims of the EP’797 Patent are valid.

On June 24, 2025, Amgen filed its Statement of Defense and Counterclaims in response to Sanofi’s allegation of infringement of the EP’857 Patent and, on June 30, 2025, opposed Sanofi’s motion to stay the case.

The Court of Appeals of the UPC rescheduled oral argument from May 22, 2025, to August 12, 2025 on Amgen’s appeal seeking to set aside the Central Division of the UPC’s decision to revoke Amgen’s European Patent No.

European Patent Office

On March 12, 2025, following a hearing on Amgen’s opposition to Regeneron’s EP’712 Patent, the Opposition Division determined that the claims of the EP’712 Patent are valid, and issued its written decision on April 24, 2025.

On April 25, 2025, Amgen filed a Notice of Appeal and request for expedited appeal proceedings.

A hearing was held beginning on March 31, 2025 on Sanofi-Aventis and Regeneron’s opposition against Amgen’s EP’797 Patent.

On April 3, 2025, the Opposition Division determined the claims of the EP’797 Patent are valid.

On April 16, 2025, Sanofi-Aventis and Regeneron filed Notices of Appeal and requested expedited appeal proceedings.

On April 15, 2025, the Intellectual Property High Court dismissed Amgen’s appeal in Amgen’s lawsuit against Sanofi K.K.

On June 2, 2025, the European Patent Office (EPO) Board of Appeal accelerated Amgen’s appeal from the EPO’s decision that Regeneron’s EP’712 Patent is valid and scheduled oral argument to take place on March 26, 2026.

On June 23, 2025, Amgen filed a Notice of Opposition and Grounds of Opposition before the EPO against Regeneron’s EP’857 Patent.

On July 7, 2025, the EPO notified the parties that the Opposition proceedings concerning the EP’857 Patent have been accelerated due to the pending parallel proceedings before the UPC, and Regeneron’s response to Amgen’s Grounds of Opposition must accordingly be filed by October 7, 2025.

On May 27, 2025, Amgen filed petition for acceptance of an appeal with the Supreme Court of Japan from the Intellectual Property High Court’s dismissal of Amgen’s appeal in Amgen’s lawsuit against Sanofi K.K.

seeking monetary compensation for past patent infringement.

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

Samsung Bioepis Co.

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

Fresenius Kabi USA, LLC et al.

The parties entered into a confidential settlement that resolves patent disputes related to Fresenius’ denosumab biosimilar products, including this litigation.

On March 3, 2025, the parties filed a joint stipulation, and on March 7, 2025, the New Jersey District court entered an order dismissing all claims and affirmative defenses asserted in this litigation without prejudice.

The confidential settlement allows Fresenius to launch its denosumab biosimilar products in the United States as early as June 30, 2025, and in Europe in November 2025.

Denosumab Patent Litigation (Multidistrict Litigations)

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

Accord et al.

The parties entered into a confidential settlement agreement that resolves the patent litigation related to Accord Biopharma, Inc., Accord Healthcare, Inc.

and Intas Pharmaceuticals, Ltd.’s (collectively, Accord) denosumab biosimilar products.

Accordingly, the U.S.

District Court for the District of New Jersey (New Jersey District Court) entered a Consent Judgment and Injunction on July 16, 2025, that the patents-in-suit are valid, enforceable and infringed and enjoining Accord from making, using, selling or offering for sale or importing its denosumab biosimilar products into the United States until the injunction expires on October 1, 2025.

The confidential settlement allows Accord to launch its denosumab biosimilar products in the United States as early as October 1, 2025, subject to regulatory approval.

Shanghai Henlius Biotech Inc.

On June 25, 2025, Amgen Inc.

and Amgen Manufacturing Limited LLC filed a lawsuit in the New Jersey District Court against Shanghai Henlius Biotech Inc., Shanghai Henlius Biologics Co., Ltd, Organon LLC and Organon & Co.

(collectively the Shanghai Henlius and Organon 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 patents:

and 12,084,686 (collectively, the Asserted Patents against the Shanghai Henlius and Organon Defendants).

Amgen seeks a judgment from the New Jersey District Court that the Shanghai Henlius and Organon Defendants have infringed or will infringe one or more claims of each of the Asserted Patents against the Shanghai Henlius and Organon Defendants 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 the accused proposed denosumab biosimilar by the Shanghai Henlius and Organon Defendants before expiration of each of the patents found to be infringed.

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

On June 25, 2025, this litigation became a member of In Re:

Denosumab Patent Litigation multi-district litigation with other cases involving Prolia/XGEVA biosimilars pending in the district.

A trial date has not yet been set.

Hikma Pharmaceuticals USA Inc.

On June 25, 2025, Amgen Inc.

and Amgen Manufacturing Limited LLC filed a lawsuit in the New Jersey District Court against Hikma Pharmaceuticals USA Inc., Gedeon Richter Plc., and Gedeon Richter USA, Inc.

(collectively the Hikma and Gedeon Richter 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 patents:

and 12,084,686 (collectively, the Asserted Patents against the Hikma and Gedeon Richter Defendants).

Amgen seeks a judgment from the New Jersey District Court that the Hikma and Gedeon Richter Defendants have infringed or will infringe one or more claims of each of the Asserted Patents against the Hikma and Gedeon Richter Defendants 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 the accused proposed denosumab biosimilar before expiration of each of the patents found to be infringed.

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

On June 25, 2025, this litigation

became a member of In Re:

Denosumab Patent Litigation multi-district litigation with other cases involving Prolia/XGEVA biosimilars pending in the district.

A trial date has not yet been set.

Biocon Biologics, Inc.

On June 30, 2025, Amgen Inc.

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

District Court for the Eastern District of Massachusetts (Massachusetts District Court) against Biocon Biologics, Inc., Biocon Biologics UK Limited, and Biocon Biologics Limited (collectively Biocon) 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 patents:

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

Amgen seeks a judgment from the Massachusetts District Court that Biocon has infringed or will infringe one or more claims of each of the Asserted Patents against Biocon 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 Biocon’s proposed denosumab biosimilar before expiration of each of the patents found infringed.

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

On July 3, 2025, the Judicial Panel on Multidistrict Litigation issued a Conditional Order transferring the case from the Massachusetts District Court to the New Jersey District Court pursuant to 28 U.S.C.

§ 1407 for coordinated and consolidated pretrial proceedings with the other cases involving Prolia/XGEVA biosimilars pending in the district.

On July 17, 2025, this case became a member of In Re:

Denosumab Patent Litigation multi-district litigation.

A trial date has not yet been set.

PAVBLU ™ (aflibercept-ayyh) Patent Litigation

On March 14, 2025, the U.S.

Court of Appeals for the Federal Circuit affirmed the denial by the U.S.

District Court for the Northern District of West Virginia of Regeneron’s motion for a preliminary injunction.

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

Onyx Therapeutics, Inc.

Somerset Therapeutics, LLC

On April 24, 2025, Onyx Therapeutics, Inc.

(Onyx Therapeutics, a wholly-owned subsidiary of Amgen), filed a lawsuit in the U.S.

District Court for the District of Delaware (the Delaware District Court) against Somerset Therapeutics, LLC (Somerset) asserting infringement of U.S.

7,737,112 (the ’112 Patent) based on Somerset’s submission of an ANDA seeking FDA approval to market a generic version of KYPROLIS.

Onyx Therapeutics seeks an order from the Delaware District Court making any FDA approval of the defendant’s ANDA effective no earlier than the expiration of the ’112 Patent.

Antitrust Actions

On June 17, 2025, Regeneron filed a lawsuit in the U.S.

District Court for the Central District of California (California Central District Court) against Amgen alleging infringement of U.S.

12,331,099 (the ’099 Patent), a formulation patent.

By its complaint, Regeneron seeks, among other remedies, damages and 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 the ’099 Patent.

On July 17, 2025, the Judicial Panel on Multidistrict Litigation issued a Conditional Order transferring the case from the California Central District Court to the U.S.

District Court for the Northern District of West Virginia (West Virginia District Court) pursuant to 28 U.S.C.

§ 1407 for coordinated and consolidated pretrial proceedings with the other cases involving EYLEA ® biosimilars pending in the district, and on July 31, 2025, the case was opened in the West Virginia District Court.

Antitrust Class Action

Regeneron Pharmaceuticals, Inc.

Antitrust Action

On April 10, 2025, the Delaware District Court denied Amgen’s motion for summary judgment.

Trial is scheduled to begin on May 5, 2025.

A jury trial was held in the U.S.

District Court for the District of Delaware (Delaware District Court) from May 5, 2025 to May 14, 2025.

On May 15, 2025, the jury returned a verdict finding for Regeneron on its federal and state antitrust law and tortious interference claims but finding for Amgen on its below-cost pricing claim under California’s Unfair Practices Act.

The jury awarded Regeneron $ 135.6 million in compensatory damages on its antitrust claims (which are subject to trebling under applicable law), or in the alternative, in compensatory damages plus $ 271.2 million in punitive damages on its tortious interference claim, with such damages under either alternative claim totaling $ 406.8 million.

As Regeneron must elect between recovery under the antitrust or tortious interference claims, any potential damages award would be limited to one of these claims.

Although we cannot predict with certainty the ultimate outcome of this litigation, Amgen believes that the jury’s decision and amounts awarded are inconsistent with the law and evidence at trial.

Both parties have filed post-trial motions.

On June 12, 2025, Amgen filed a renewed motion for judgment as a matter of law or, in the alternative, for a new trial.

Also on June 12, 2025, Regeneron filed a motion for permanent injunctive relief, a constructive trust, and prejudgment interest.

Both motions have since been fully briefed.

A hearing on the post-trial motions has been set for August 27, 2025.

In assessing whether we should accrue a liability for this litigation in our condensed consolidated financial statements, we considered various factors, including the legal and factual circumstances of the case, the jury’s award, the court’s post-trial proceedings, applicable law, and the likelihood that the jury’s award will be upheld after post-trial briefing and potentially on appeal.

As a result of this review, we have determined, in accordance with applicable accounting standards, that it is not probable that we will incur a loss as a result of this litigation, and we have therefore not recorded a liability for this matter.

The ultimate result of this litigation, however, is uncertain because it is reasonably possible that by settlement or final court judgment that none, some, or all of the jury’s verdict and other relief sought might ultimately be awarded but the size of an award, if any, is not estimable at this time.

Antitrust Action

On April 11, 2025, Sandoz Inc.

(Sandoz) filed a complaint in the U.S.

District Court for the Eastern District of Virginia against Amgen Inc., Amgen Manufacturing Limited LLC, and Immunex Corporation claiming violations of the antitrust laws and tortious interference related to Amgen’s patent rights to ENBREL, and seeking damages, injunctive relief and attorneys’ fees.

The factual allegations that form the basis for the claims of Sandoz’s complaint are substantially similar to those asserted in the lawsuit filed against Amgen in the same court by CareFirst of Maryland, Inc., Group Hospitalization and Medical Services, Inc., and CareFirst BlueChoice, Inc.

See Antitrust Class Action—CareFirst of Maryland Antitrust Class Action in

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

On June 20, 2025, Amgen filed a motion to dismiss the complaint.

Sandoz filed its opposition to the motion to dismiss on July 21, 2025, and Amgen’s reply is due August 21, 2025.

Tax Litigation and Related Matters

4 unchanged sentences

149 Pension Fund)

Pursuant to the Case Management Plan and Scheduling Order set by the U.S.

District Court for the Southern District of New York, the last day to file summary judgment motions is August 12, 2026.

Shareholder Derivative Action (Sieveking)

On April 2, 2025, Carolyn Sieveking and James P.

Tierney filed a derivative action (the Sieveking Derivative Action) in the Delaware District Court purportedly on behalf of Amgen, against nominal defendant Amgen, Robert Bradway, Peter Griffith, Linda Louie and Amgen’s Board members during the relevant time period (the Sieveking Derivative Action).

The complaint alleges claims for violations of Section 10(b), Rule 10b5 and Section 20(a) of the Securities Exchange Act of 1934, and breach of fiduciary duty.

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

149 Pension Fund.

On July 10, 2025, the U.S.

District Court for the Southern District of New York (Southern District Court of New York) rescheduled the deadline to file summary judgment motions to October 19, 2026.

Shareholder Derivative Actions

On April 9, 2025, the Delaware Court of Chancery consolidated the derivative actions filed by each of David Hamilton, Charles Blackburn and Robert Bryla purportedly on behalf of Amgen against nominal defendant Amgen, Robert Bradway, Peter Griffith and Amgen’s independent Board members.

On April 21, 2025, the Southern District Court of New York consolidated the derivative action filed by DM Cohen, Inc.

with the consolidated action that was filed by Leon Martin and Cheri Clearwater purportedly on behalf of Amgen against Amgen, Robert Bradway, Peter Griffith and Amgen’s independent Board members.

On June 9, 2025, the Delaware District Court stayed the shareholder derivative action filed by Carolyn Sieveking and James P.

Tierney until a final judgment is entered in the federal securities class action.

ChemoCentryx, Inc.

Securities Matters

Under the current schedule set by the U.S.

District Court for the Northern District of California, the lead plaintiff’s summary judgment motion is due May 8, 2025.

That motion and ChemoCentryx’s cross-motion for summary judgment will be fully briefed by July 3, 2025.

On May 8, 2025, the lead plaintiff filed a motion for partial summary judgment.

On May 29, 2025, defendants, including ChemoCentryx, filed an opposition to the plaintiff’s motion and a motion for summary judgment in whole or in part.

A hearing is set for August 7, 2025.

District Court for the Northern District of California (Northern District Court of California) rescheduled the trial to begin February 23, 2026.

In the case filed by RA Capital Healthcare Fund, LP in the Northern District Court of California, defendants, including ChemoCentryx, moved to dismiss the complaint, and on June 13, 2025, the court issued an order staying the federal case pending resolution of the class action.

The court did not reach the merits of defendants’ motion to dismiss.

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-Q

Item 1. Financial Statements