What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-06 · 195 added, 178 removed, 334 unchanged (53% of the section changed)

1 unchanged sentence

The following MD&A is intended to assist the reader in understanding Amgen’s business.

MD&A is provided as a supplement to, and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

MD&A is provided as a supplement to, and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Our results of operations discussed in MD&A are presented in conformity with GAAP.

10 unchanged sentences

Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A.

Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Risk Factors of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made.

6 unchanged sentences

Our robust pipeline includes potential first-in-class medicines at all stages of development.

Our principal products are Prolia, Repatha, ENBREL, XGEVA, Otezla, EVENITY, TEPEZZA, BLINCYTO, KYPROLIS, Aranesp, Nplate, TEZSPIRE, KRYSTEXXA and Vectibix.

We also market a number of other products, including but not limited to MVASI, AMJEVITA/AMGEVITA, UPLIZNA, PAVBLU, IMDELLTRA/IMDYLLTRA, Neulasta, TAVNEOS, RAVICTI, WEZLANA/WEZENLA, Parsabiv, LUMAKRAS/LUMYKRAS, Aimovig and PROCYSBI.

Our principal products are Prolia, Repatha, ENBREL, Otezla, XGEVA, EVENITY, TEPEZZA, BLINCYTO, Nplate, KYPROLIS, Aranesp, TEZSPIRE, KRYSTEXXA and Vectibix.

We also market a number of other products, including but not limited to MVASI, PAVBLU, AMJEVITA/AMGEVITA, UPLIZNA, IMDELLTRA/IMDYLLTRA, TAVNEOS, RAVICTI, Neulasta, LUMAKRAS/LUMYKRAS, Parsabiv, Aimovig, WEZLANA/WEZENLA and PROCYSBI.

Tariffs and trade protection measures

The imposition of tariffs and trade protection measures by the United States and other countries, including the universal 10% tariff on goods imported into the United States, the currently-suspended country-specific tariffs, the recently announced preliminary tariff agreements, the China retaliatory tariffs on U.S.

goods, the imposition of new and/or other retaliatory tariffs, and potential sector-specific tariffs on our industry, including the Section 232 pharmaceutical tariff, and others, may adversely affect our business and operations.

While existing tariffs have not had a material adverse effect on our results of operations for the first half of 2025, we are currently evaluating the potential impact of such tariffs on our business in future periods and our ability to mitigate such impacts.

For example, certain tariffs that are currently in effect, or anticipated to take effect in the future, have increased, and are expected to further increase, our manufacturing and operating expenses in future quarters, including the cost to deliver products to markets, cost of sourcing materials for the manufacturing of our products and cost of materials used in our R&D activities.

Such tariffs have had a limited impact in the first half of 2025, but may increasingly affect the cost to expand our manufacturing capacity in the United States, including increased construction costs and/or delays in construction for our Ohio and North Carolina facilities.

Furthermore, retaliatory tariffs imposed by other countries may adversely affect our business, operations and delivery and launches of products in such markets, including the performance of our collaborations in such markets.

However, the degree of adverse effects from any tariffs on our business and operations in

future periods will depend on various factors, including the rates of such tariffs, the expansion of such tariffs to include certain goods (such as pharmaceutical products), the magnitude of response by other countries to U.S.

Numerous tariffs and trade protection measures have been proposed, and in a number of cases, implemented by the United States and other countries.

These tariffs and trade protection measures include the universal 10% tariff on goods imported into the United States, the July Tariff EOs imposing additional country-specific tariffs for more than 60 countries, the trade framework with the EU effective September 2025 that imposes a baseline 15% tariff on most goods from the EU, bilateral trade deals with certain other countries such as Vietnam, Japan and the United Kingdom for special tariff rates, China’s country-specific tariff that is expected to become effective on November 10, 2025, and retaliatory tariffs on U.S.

These tariffs and trade protection measures may adversely affect our business and results of operations.

Further, there are a number of proposed and potential sector-specific tariffs on our industry that are in development.

See Part II, Item 1A.

Risk Factors —Global economic conditions may negatively affect us and may magnify certain risks that affect our business, of this Quarterly Report on Form 10-Q for further discussion.

While existing tariffs have not had a material adverse effect on our results of operations for the nine months ended September 30, 2025, certain tariffs that are currently in effect, or anticipated to take effect in the future, are expected to further increase our manufacturing and operating expenses in future quarters, including the cost to deliver products to markets, cost of sourcing materials for the manufacturing of our products and cost of materials used in our R&D activities.

Furthermore, such tariffs may increasingly affect the cost to expand our manufacturing capacity in the United

States, including increased construction costs and/or delays in construction for our Ohio and North Carolina facilities.

Additionally, retaliatory tariffs imposed by other countries may adversely affect our business, operations and delivery and launches of products in such markets, including the performance of our collaborations in such markets.

However, the degree of adverse effects from any tariffs on our business and operations in future periods will depend on various factors, including the application and rates of such tariffs, as well as the expansion of such tariffs to include certain goods (such as pharmaceutical products), the magnitude of response by other countries to U.S.

tariffs and the length of time such tariffs are in effect.

3 unchanged sentences

Uncertain macroeconomic conditions, including the risk of inflation, fluctuating interest rates and instability in the financial system, as well as rising healthcare costs, continue to pose challenges to our business.

Uncertainty around tariffs and trade protection measures in the United States and other countries, including the imposition of new or retaliatory tariffs, along with ongoing geopolitical conflicts and rising geopolitical tensions, continue to create additional uncertainty in global macroeconomic conditions.

Uncertainty around tariffs and trade protection measures in the United States and other countries, including the imposition of new, retaliatory or sector-specific tariffs, along with ongoing geopolitical conflicts and rising geopolitical tensions, continue to create additional uncertainty in global macroeconomic conditions.

Additionally, with public and private healthcare-provider focus, the industry continues to be subject to cost containment measures and significant pricing pressures, resulting in net price declines.

2 unchanged sentences

In addition to the IRA, other recent and proposed U.S.

policy actions, including the Most-Favored-Nations Prescription Drug Pricing Executive Order (MFN EO), may negatively impact our product sales depending on their scope and implementation.

policy actions focus on drug pricing, including the Most-Favored-Nations Prescription Drug Pricing Executive Order (MFN EO) that is aimed at using price benchmarks from other developed countries to set U.S.

pricing targets, and the July MFN Letter that was delivered to many pharmaceutical companies, including Amgen, and called for drug manufacturers to:

1) extend MFN pricing to Medicaid;

2) guarantee MFN pricing to Medicaid, Medicare and commercial payers on all newly launched drugs;

3) use future increased revenues from outside the United States to reduce U.S.

and 4) participate in direct-to-consumer models to provide MFN pricing for certain drugs.

The details of these drug pricing actions and how they might be operationalized are unclear, but if put into place they could reasonably be expected to adversely affect our business.

See Part II, Item 1A.

Risk Factors —Changing U.S.

federal coverage and reimbursement policies and practices have affected, and are likely to continue to affect, access to, pricing of, and sales of our products, of this Quarterly Report on Form 10-Q for further discussion.

Finally, wholesale and end-user buying patterns can affect our product sales.

3 unchanged sentences

Significant developments

The following is a summary of select significant developments affecting our business that occurred since the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

For additional developments, see our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

The following is a summary of select significant developments affecting our business that occurred since the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

For additional developments, see our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Products/pipeline

Maridebart cafraglutide (MariTide ™ )

In June 2025, the underlying details from Part 1 of the Phase 2 study of MariTide and complete results from the primary analysis of the Phase 1 pharmacokinetics low dose initiation (PK-LDI) study evaluating lower starting doses of MariTide were presented at the American Diabetes Association 85 th Scientific Sessions and simultaneously published in The New England Journal of Medicine .

These data are consistent with the topline results from Part 1 of the Phase 2 study as previously announced and presented by the Company in November 2024.

See Part I, Item 1.

Business—Significant Developments, of our Annual Report on Form 10-K for the year ended December 31, 2024.

In Part 1 of the Phase 2 study, among participants living with obesity without type 2 diabetes, MariTide demonstrated average weight loss up to approximately 20% compared to 2.6% in the placebo arm.

In participants living with obesity and type 2 diabetes, MariTide demonstrated average weight loss up to approximately 17% compared to 1.4% in the placebo arm, per the efficacy estimand.

Weight loss had not plateaued by 52 weeks, indicating the potential for further weight reduction.

Additionally, weight loss with MariTide was associated with improvements in cardiometabolic parameters, including reductions in hemoglobin A1c (up to 2.2 percentage points), waist circumference, blood pressure, high-sensitivity C-reactive protein and select lipid levels.

No new safety signals were identified in Part 1 of the Phase 2 study, and tolerability was consistent with the GLP-1 class.

The most frequently reported adverse events (AEs) were gastrointestinal (GI) related, and most were mild to moderate.

GI events were predominantly limited to initial dosing and less frequent when dose escalation was used without compromising efficacy.

Discontinuation rates of MariTide due to GI AEs in the dose escalation arms (up to 7.8%) were lower than non-dose escalation arms.

IMDELLTRA/IMDYLLTRA

In June 2025, Amgen announced interim results from the global Phase 3 DeLLphi-304 trial evaluating IMDELLTRA/IMDYLLTRA in patients with small cell lung cancer (SCLC) who had progressed on or after one line of platinum-based chemotherapy.

The study demonstrated that IMDELLTRA/IMDYLLTRA significantly reduced the risk of death by 40% compared to standard-of-care chemotherapy, with a median overall survival of 13.6 months compared to 8.3 months.

Additionally, IMDELLTRA/IMDYLLTRA showed a statistically significant improvement in median progression-free survival of 4.2 months compared to 3.7 months and enhanced patient-reported outcomes related to cancer-associated symptoms, including dyspnea and cough.

The safety profile of IMDELLTRA/IMDYLLTRA was consistent with prior studies.

In August 2025, we announced that the FDA broadened the approved use of Repatha to include adults at increased risk for major adverse cardiovascular events (MACE) due to uncontrolled low-density lipoprotein cholesterol (LDL-C).

The update removes a prior requirement for a patient to have been diagnosed with cardiovascular (CV) disease.

In October 2025, we announced that the Phase 3 VESALIUS-CV trial met its dual primary endpoints demonstrating that Repatha significantly reduced the risk of MACE in individuals without a prior history of heart attack or stroke.

No new safety signals were observed.

In October 2025, we announced that the FDA approved TEZSPIRE for the add-on maintenance treatment of inadequately controlled chronic rhinosinusitis with nasal polyps (CRSwNP) in adult and pediatric patients aged 12 years and older.

Bemarituzumab

In June 2025, Amgen announced interim results from the Phase 3 FORTITUDE-101 clinical trial evaluating first-line bemarituzumab plus chemotherapy (mFOLFOX6).

The study met its primary endpoint of overall survival (OS) at a pre-specified interim analysis, demonstrating a statistically significant and clinically meaningful improvement in OS as compared to placebo plus chemotherapy in people living with unresectable locally advanced or metastatic gastric or gastroesophageal junction (G/GEJ) cancer with FGFR2b overexpression and who are non-HER2 positive.

The most common treatment-emergent adverse events (>25%) in patients treated with bemarituzumab plus chemotherapy were reduced visual acuity, punctate keratitis, anaemia, neutropenia, nausea, corneal epithelium defect and dry eye.

In June 2025, the European Commission granted marketing authorization approval of TEPEZZA for treatment of adults with moderate to severe thyroid eye disease (TED).

In November 2025, we announced that FORTITUDE-102, a Phase 1b/3 study of bemarituzumab plus chemotherapy and nivolumab in patients with first-line gastric cancer, was stopped.

Selected financial information

1 unchanged sentence

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

10 unchanged sentences

Diluted shares 542 542 — % 542 541 0 %

* Change in excess of 100%

In the following discussion of changes in product sales, any reference to unit demand growth or decline refers to changes in purchases of our products by healthcare providers (such as physicians or their clinics), dialysis centers, hospitals and pharmacies.

In addition, any reference to increases or decreases in inventory refers to changes in inventory held by wholesaler customers and end users (such as pharmacies) as may be noted.

Total product sales increased 9% and 10% for the three and six months ended June 30, 2025, respectively, driven by volume growth of 13% and 14%, respectively, partially offset by declines in net selling price of 3% and 4%, respectively.

For the three months ended June 30, 2025, U.S.

volume grew 13% and ROW volume grew 15%, driven by volume growth in certain brands, including Repatha, PAVBLU, IMDELLTRA/IMDYLLTRA, BLINCYTO, EVENITY and TEZSPIRE.

For the six months ended June 30, 2025, U.S.

volume grew 14% and ROW volume grew 13%, driven by volume growth in certain brands, including Repatha, BLINCYTO, PAVBLU, TEZSPIRE, EVENITY, IMDELLTRA/IMDYLLTRA, WEZLANA/WEZENLA and Prolia.

Total product sales increased 12% and 11% for the three and nine months ended September 30, 2025, respectively, driven by volume growth of 14% for both periods, partially offset by declines in net selling price of 4% and 3%, respectively.

For the three months ended September 30, 2025, U.S.

volume grew 13% and ROW volume grew 16%, driven by volume growth in certain brands, including PAVBLU, Repatha, EVENITY, IMDELLTRA/IMDYLLTRA, TEZSPIRE and BLINCYTO.

For the nine months ended September 30, 2025, U.S.

and ROW volumes grew 14% each, driven by volume growth in certain brands, including Repatha, PAVBLU, EVENITY, TEZSPIRE, IMDELLTRA/IMDYLLTRA and BLINCYTO.

For the remainder of 2025, we expect volume growth from certain brands to be partially offset by net selling price declines.

Uncertain macroeconomic conditions, including uncertainty around tariffs and trade production measures, ongoing geopolitical conflicts and rising geopolitical tensions, and changes in the healthcare ecosystem have the potential to introduce variability into product sales.

Other revenues increased 19% and 7% for the three and nine months ended September 30, 2025, respectively, primarily driven by higher royalty income.

Operating expenses increased 9% and 6% for the three and nine months ended September 30, 2025, respectively, driven by investments in Later-Stage Clinical Programs and Otezla intangible asset impairment charges, partially offset by lower amortization expense from the fair value step-up of inventory acquired from Horizon.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charges.

Uncertain macroeconomic conditions, including uncertainty around tariffs and trade protection measures, ongoing geopolitical conflicts and rising geopolitical tensions, changes in the healthcare ecosystem, and potential government policy actions, including MFN pricing or similar drug pricing reforms, have the potential to introduce variability into product sales.

Furthermore, product sales continue to be impacted by actions from governments and other entities to address macroeconomic challenges, provisions of the IRA, inappropriate expanded utilization of the 340B Program and growth in numbers of Medicaid enrollees and uninsured individuals.

3 unchanged sentences

and Part II, Item 1A.

Risk Factors, of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Other revenues increased 18% for the three months ended June 30, 2025, primarily driven by higher corporate partner revenue from licensed products.

Other revenues increased 1% for the six months ended June 30, 2025.

Operating expenses increased 1% for the three months ended June 30, 2025.

Operating expenses increased 4% for the six months ended June 30, 2025, driven by the Otezla intangible asset impairment charge and higher R&D expense, partially offset by lower amortization expense from the fair value step-up of inventory acquired from Horizon.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charge.

Risk Factors, of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.

Results of operations

2 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2 unchanged sentences

ENBREL 580 825 (30) % 1,694 2,301 (26) %

XGEVA 532 562 (5) % 1,098 1,123 (2) %

Otezla 585 564 4 % 1,640 1,502 9 %

XGEVA 539 541 0 % 1,637 1,664 (2) %

EVENITY 541 399 36 % 1,501 1,132 33 %

1 unchanged sentence

BLINCYTO 392 327 20 % 1,146 835 37 %

Nplate 457 456 0 % 1,139 1,119 2 %

KYPROLIS 359 378 (5) % 1,061 1,131 (6) %

Aranesp 357 337 6 % 1,056 1,034 2 %

Nplate 369 346 7 % 682 663 3 %

377 269 40 % 1,004 676 49 %

16 unchanged sentences

and (iii) Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Results of operations—Product sales, as well as in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025:

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Results of operations—Product sales, as well as in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025:

(i) Part I, Item 2.

4 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total Prolia $ 1,139 $ 1,045 9 % $ 3,360 $ 3,209 5 %

The decrease in global Prolia sales for the three months ended June 30, 2025 was driven by lower net selling price.

The increase in global Prolia sales for the six months ended June 30, 2025 was driven by volume growth of 7%, partially offset by lower net selling price.

The increase in global Prolia sales for the three months ended September 30, 2025 was primarily driven by favorable changes to estimated sales deductions of 14%, partially offset by lower net selling price.

The increase in global Prolia sales for the nine months ended September 30, 2025 was driven by volume growth.

For the remainder of 2025, we expect sales erosion driven by biosimilar competition, as biosimilars have launched in the U.S.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, Part I, Item 1.

Business—Marketing, Distribution and Selected Marketed Products—Patents, our patents for RANKL antibodies, including sequences, for Prolia and XGEVA expired in February 2025 in the United States and will expire in November 2025 in select countries in Europe.

For 2025, we expect sales erosion driven by biosimilar competition in the second half of the year, as biosimilars have now launched in the U.S.

For a discussion of litigation, including associated settlements, related to Prolia, see Part IV—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 Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

and Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.

Total Repatha sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total Repatha $ 794 $ 567 40 % $ 2,146 $ 1,616 33 %

The increase in global Repatha sales for the three months ended June 30, 2025 was driven by volume growth of 36%, partially offset by unfavorable changes to estimated sales deductions.

The increase in global Repatha sales for the six months ended June 30, 2025 was primarily driven by volume growth of 38%, partially offset by lower net selling price of 3% and unfavorable changes to estimated sales deductions.

The increases in global Repatha sales for the three and nine months ended September 30, 2025 were primarily driven by volume growth.

For a discussion of ongoing litigation related to Repatha, see Part IV—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 Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Total ENBREL sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total ENBREL $ 580 $ 825 (30) % $ 1,694 $ 2,301 (26) %

The decrease in ENBREL sales for the three months ended June 30, 2025 was driven by unfavorable changes to estimated sales deductions of 20% and lower net selling price of 19% resulting from increased 340B Program mix and the impact of the U.S.

Medicare Part D redesign, partially offset by volume growth of 3%.

The decrease in ENBREL sales for the six months ended June 30, 2025 was driven by lower net selling price of 27% resulting from increased 340B Program mix, higher commercial discounts and the impact of the U.S.

Medicare Part D redesign, and by unfavorable changes to estimated sales deductions of 8%, partially offset by higher inventory of 6% and volume growth of 4%.

The decrease in ENBREL sales for the three months ended September 30, 2025 was primarily driven by lower net selling price of 38% resulting from the impact of the U.S.

Medicare Part D redesign and increased 340B Program mix, partially offset by favorable changes to estimated sales deductions and volume growth.

The decrease in ENBREL sales for the nine months ended September 30, 2025 was driven by lower net selling price of 30% resulting from increased 340B Program mix, the impact of the U.S.

Medicare Part D redesign and higher commercial discounts, partially offset by volume growth.

Total Otezla sales by geographic region were as follows (dollar amounts in millions):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Otezla — U.S.

$ 473 $ 460 3 % $ 1,328 $ 1,185 12 %

Otezla — ROW 112 104 8 % 312 317 (2) %

Total Otezla $ 585 $ 564 4 % $ 1,640 $ 1,502 9 %

The increase in global Otezla sales for the three months ended September 30, 2025 was primarily driven by volume growth of 6% and favorable changes to estimated sales deductions of 5%, partially offset by lower net selling price of 5%.

The increase in global Otezla sales for the nine months ended September 30, 2025 was driven by volume growth of 5%, favorable changes to estimated sales deductions of 3% and higher net selling price of 2%.

In January 2025, Otezla was selected by CMS for Medicare price setting that will be applicable beginning in 2027.

As a result, we expect further declines in net selling price driven by Medicare price setting beginning in 2027.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charges.

Total XGEVA sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2 unchanged sentences

Total XGEVA $ 539 $ 541 0 % $ 1,637 $ 1,664 (2) %

The decrease in global XGEVA sales for the three months ended June 30, 2025 was driven by unfavorable changes to estimated sales deductions of 2% and lower volume.

The decrease in global XGEVA sales for the six months ended June 30, 2025 was driven by lower volume.

Global XGEVA sales remained relatively unchanged for the three months ended September 30, 2025, as favorable changes to estimated sales deductions of 6% were offset by lower volume of 3% and lower inventory.

The decrease in global XGEVA sales for the nine months ended September 30, 2025 was driven by lower volume.

For the remainder of 2025, we expect sales erosion driven by biosimilar competition, as biosimilars have launched in the U.S.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, Part I, Item 1.

For 2025, we expect sales erosion driven by biosimilar competition in the second half of the year, as biosimilars have now launched in the U.S.

For a discussion of litigation, including associated settlements, related to XGEVA, see Part IV—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 Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Total Otezla sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Otezla — U.S.

$ 512 $ 432 19 % $ 855 $ 725 18 %

Otezla — ROW 106 112 (5) % 200 213 (6) %

Total Otezla $ 618 $ 544 14 % $ 1,055 $ 938 12 %

The increases in global Otezla sales for the three and six months ended June 30, 2025 were driven by favorable changes to estimated sales deductions of 12% and 7%, respectively, and volume growth of 4% for both periods.

In January 2025, Otezla was selected by CMS for Medicare price setting that will be applicable beginning in 2027.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charge of $800 million recorded in the first quarter of 2025.

Total EVENITY sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total EVENITY $ 541 $ 399 36 % $ 1,501 $ 1,132 33 %

The increases in global EVENITY sales for the three and six months ended June 30, 2025 were primarily driven by volume growth.

The increases in global EVENITY sales for the three and nine months ended September 30, 2025 were driven by volume growth.

Total TEPEZZA sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

4 unchanged sentences

* Change in excess of 100%

The increase in global TEPEZZA sales for the three months ended June 30, 2025 was primarily driven by higher inventory.

The decrease in global TEPEZZA sales for the six months ended June 30, 2025 was driven by lower volume of 5%, partially offset by higher net selling price.

The increase in global TEPEZZA sales for the three months ended September 30, 2025 was driven by higher inventory and higher net selling price.

The increase in global TEPEZZA sales for the nine months ended September 30, 2025 was driven by higher net selling price of 5% and higher inventory of 2%, partially offset by lower volume.

Total BLINCYTO sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total BLINCYTO $ 392 $ 327 20 % $ 1,146 $ 835 37 %

The increases in global BLINCYTO sales for the three and six months ended June 30, 2025 were driven by volume growth.

The increase in global BLINCYTO sales for the three months ended September 30, 2025 was driven by volume growth of 31%, partially offset by lower inventory.

The increase in global BLINCYTO sales for the nine months ended September 30, 2025 was primarily driven by volume growth.

Total Nplate sales by geographic region were as follows (dollar amounts in millions):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Nplate — U.S.

$ 333 $ 345 (3) % $ 762 $ 749 2 %

Nplate — ROW 124 111 12 % 377 370 2 %

Total Nplate $ 457 $ 456 0 % $ 1,139 $ 1,119 2 %

Global Nplate sales for the three months ended September 30, 2025 remained relatively unchanged and included U.S.

government orders of $90 million and $128 million for the three months ended September 30, 2025 and 2024, respectively.

Excluding the U.S.

government orders from this comparison, global Nplate sales increased 12% for the three months ended September 30, 2025, driven by volume growth.

Global Nplate sales for the nine months ended September 30, 2025 increased 2% and included U.S.

government orders of $90 million and $128 million for the nine months ended September 30, 2025 and 2024, respectively.

Excluding the U.S.

government orders from this comparison, global Nplate sales increased 6% for the nine months ended September 30, 2025, primarily driven by volume growth.

Total KYPROLIS sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total KYPROLIS $ 359 $ 378 (5) % $ 1,061 $ 1,131 (6) %

Global KYPROLIS sales remained relatively unchanged for the three months ended June 30, 2025.

The decrease in global KYPROLIS sales for the six months ended June 30, 2025 was driven by lower volume due to increased competition.

The decreases in global KYPROLIS sales for the three and nine months ended September 30, 2025 were driven by lower volume due to increased competition.

Total Aranesp sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total Aranesp $ 357 $ 337 6 % $ 1,056 $ 1,034 2 %

The increase in global Aranesp sales for the three months ended June 30, 2025 was driven by favorable changes to estimated sales deductions of 7%, partially offset by lower net selling price.

Global Aranesp sales remained relatively unchanged for the six months ended June 30, 2025.

Total Nplate sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Nplate — U.S.

$ 228 $ 214 7 % $ 429 $ 404 6 %

Nplate — ROW 141 132 7 % 253 259 (2) %

Total Nplate $ 369 $ 346 7 % $ 682 $ 663 3 %

The increase in global Nplate sales for the three months ended June 30, 2025 was driven by volume growth.

The increase in global Nplate sales for the six months ended June 30, 2025 was primarily driven by volume growth of 9%, partially offset by unfavorable changes to estimated sales deductions of 3% and unfavorable changes to foreign currency exchange rates.

The increases in global Aranesp sales for the three and nine months ended September 30, 2025 were driven by volume growth of 10% and 5%, respectively, partially offset by unfavorable changes to foreign currency exchange rates of 2% for each period and lower net selling price.

Total TEZSPIRE sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

1 unchanged sentence

$ 377 $ 269 40 % $ 1,004 $ 676 49 %

The increases in TEZSPIRE sales for the three and six months ended June 30, 2025 were driven by volume growth.

The increase in TEZSPIRE sales for the three months ended September 30, 2025 was driven by volume growth of 48%, partially offset by lower net selling price.

The increase in TEZSPIRE sales for the nine months ended September 30, 2025 was primarily driven by volume growth.

Total KRYSTEXXA sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

1 unchanged sentence

$ 320 $ 310 3 % $ 905 $ 839 8 %

The increase in KRYSTEXXA sales was 19% for the three months ended June 30, 2025, of which 12% was derived from higher inventory and 6% from volume growth.

The increase in KRYSTEXXA sales for the six months ended June 30, 2025 was driven by volume growth of 8% and higher inventory of 2%.

The increase in KRYSTEXXA sales for the three months ended September 30, 2025 was driven by volume growth of 9% and higher net selling price of 3%, partially offset by lower inventory of 10%.

The increase in KRYSTEXXA sales for the nine months ended September 30, 2025 was driven by volume growth.

Total Vectibix sales by geographic region were as follows (dollar amounts in millions):

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

3 unchanged sentences

Total Vectibix $ 284 $ 282 1 % $ 856 $ 799 7 %

The increases in global Vectibix sales for the three and six months ended June 30, 2025 were driven by volume growth.

Global Vectibix sales remained relatively unchanged for the three months ended September 30, 2025.

The increase in global Vectibix sales for the nine months ended September 30, 2025 was driven by volume growth.

Other products

1 unchanged sentence

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

1 unchanged sentence

57 59 (3) % 147 213 (31) %

PAVBLU — U.S.

212 — N/A 437 — N/A

PAVBLU — ROW 1 — N/A 5 — N/A

AMJEVITA — U.S.

5 unchanged sentences

UPLIZNA — ROW 9 32 (72) % 62 57 9 %

PAVBLU — U.S.

126 — N/A 225 — N/A

PAVBLU — ROW 4 — N/A 4 — N/A

IMDELLTRA — U.S.

2 unchanged sentences

34 — N/A 63 — N/A

Neulasta — U.S.

63 75 (16) % 172 162 6 %

Neulasta — ROW 19 30 (37) % 39 61 (36) %

TAVNEOS — U.S.

4 unchanged sentences

RAVICTI — ROW 1 9 (89) % 10 12 (17) %

WEZLANA — U.S.

— — N/A 123 — N/A

WEZENLA — ROW 35 — N/A 62 1 *

Parsabiv — U.S.

Neulasta — U.S.

72 84 (14) % 244 246 (1) %

Parsabiv — ROW 41 39 5 % 79 79 — %

Neulasta — ROW 20 26 (23) % 59 87 (32) %

LUMAKRAS — U.S.

2 unchanged sentences

39 45 (13) % 107 104 3 %

Parsabiv — U.S.

42 32 31 % 143 164 (13) %

Parsabiv — ROW 42 38 11 % 121 117 3 %

Aimovig — U.S.

1 unchanged sentence

Aimovig — ROW 5 5 — % 16 15 7 %

WEZLANA — U.S.

— — N/A 123 — N/A

WEZENLA — ROW 44 5 * 106 6 *

PROCYSBI — U.S.

8 unchanged sentences

Total other products $ 1,853 $ 1,363 36 % $ 5,190 $ 4,062 28 %

* Change in excess of 100%

N/A = not applicable

AMJEVITA product sales for the three and six months ended June 30, 2024, included unfavorable changes to estimated sales deductions.

* Change in excess of 100%

(1) Consists of product sales from AVSOLA, KANJINTI, EPOGEN, RIABNI, BKEMV/BEKEMV, ACTIMMUNE, NEUPOGEN, IMLYGIC, Corlanor, RAYOS, BUPHENYL, QUINSAIR, DUEXIS, Sensipar/Mimpara and PENNSAID.

2 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

13 unchanged sentences

Cost of sales

Cost of sales decreased to 32.8% and 34.5% of total revenues for the three and six months ended June 30, 2025, respectively, driven by lower amortization expense from the fair value step-up of inventory acquired from Horizon and lower manufacturing costs, partially offset by higher profit share expense and changes in our sales mix.

Cost of sales decreased to 32.2% and 33.7% of total revenues for the three and nine months ended September 30, 2025, respectively, driven by lower amortization expense from the fair value step-up of inventory acquired from Horizon and lower manufacturing costs, partially offset by higher profit share expense and changes in our sales mix.

Research and development

The increase in R&D expense for the three months ended June 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide.

The increase in R&D expense for the six months ended June 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide, partially offset by lower spend in Research and Early Pipeline and Marketed Product Support.

The increase in R&D expense for the three months ended September 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide.

The increase in R&D expense for the nine months ended September 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide, partially offset by lower spend in Marketed Product Support and Research and Early Pipeline.

We expect to continue to grow our spend on Later-Stage Clinical Programs as we advance our pipeline.

Selling, general and administrative

The decrease in SG&A expense for the three months ended June 30, 2025, was driven by lower commercial product-related expenses and lower Horizon acquisition-related expenses.

The decrease in SG&A expense for the six months ended June 30, 2025, was primarily driven by lower commercial product-related expenses and lower Horizon acquisition-related expenses, partially offset by higher general and administrative expenses.

Other operating expenses for the three months ended June 30, 2025, included litigation expenses.

Other operating expenses for the six months ended June 30, 2025, included the Otezla intangible asset impairment charge of $800 million following its selection for price setting under the IRA.

The increase in SG&A expense for the three months ended September 30, 2025, was driven by higher general and administrative expenses, partially offset by lower Horizon acquisition-related expenses.

The decrease in SG&A expense for the nine months ended September 30, 2025, was primarily driven by lower commercial product-related expenses and lower Horizon acquisition-related expenses, partially offset by higher general and administrative expenses.

Other operating expenses for the three and nine months ended September 30, 2025, included Otezla intangible asset impairment charges of $400 million and $1.2 billion, respectively.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements.

Other operating expenses for the three months ended June 30, 2024, included changes in the fair values of contingent consideration liabilities related to our Teneobio, Inc.

(Teneobio) acquisition from 2021.

Other operating expenses for the six months ended June 30, 2024, included a net impairment charge associated with an IPR&D asset and changes in the fair values of contingent consideration liabilities, both related to our Teneobio acquisition.

Other operating expenses for the three and nine months ended September 30, 2024, included impairment charges associated with IPR&D assets and changes in the fair values of contingent consideration liabilities, both related to our Teneobio, Inc.

acquisition from 2021.

Nonoperating expenses/income and income taxes

1 unchanged sentence

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest expense, net $ (685) $ (776) $ (2,102) $ (2,408)

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

Other income, net $ 2,080 $ 1,830 $ 3,204 $ 1,288

Provision for income taxes $ 705 $ 271 $ 1,084 $ 364

1 unchanged sentence

Interest expense, net

Interest expense, net, decreased for the three and six months ended June 30, 2025 primarily due to lower average debt outstanding.

Other (expense) income, net

The change in Other (expense) income, net, for the three months ended June 30, 2025, was primarily due to higher net unrealized losses on equity investments, primarily BeOne, partially offset by a gain on extinguishment of debt in the second quarter of 2025.

The change in Other (expense) income, net, for the six months ended June 30, 2025, was primarily due to net unrealized gains on our equity investments, primarily BeOne, in the first half of 2025 compared with net unrealized losses, primarily BeOne, in the first half of 2024.

See Note 6, Investments, to the condensed consolidated financial statements.

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.

Interest expense, net, decreased for the three and nine months ended September 30, 2025, primarily due to lower average debt outstanding.

Other income, net

Other income, net, increased for the three and nine months ended September 30, 2025, primarily due to higher net unrealized gains on equity investments, primarily BeOne.

See Note 6, Investments, to the condensed consolidated financial statements.

The increase in our effective tax rate for the three months ended September 30, 2025, was primarily due to the change in earnings mix, including lower amortization expense from the fair value step-up of inventory acquired from Horizon.

The increase in our effective tax rate for the nine months ended September 30, 2025, was primarily due to the change in earnings mix, including the net unrealized gains on equity investments in the first nine months of 2025 compared to those in the prior-year period (see Note 6, Investments) and partially offset by the year-to-date Otezla impairment charges and related tax impacts (see Note 8, Goodwill and other intangible assets).

As previously reported, the OECD reached an agreement to align countries on a minimum corporate tax rate and an expansion of the taxing rights of market countries.

2 unchanged sentences

Singapore’s enactment of the agreement applies irrespective of the Company’s incentive grant.

Our legal entities in the countries that have enacted the agreement, along with their direct and indirect subsidiaries, are now subject to a 15% minimum tax rate on adjusted financial statement income.

Due to the currently enacted scope of the agreement, the Company and its subsidiaries are now subject to a 15% minimum tax rate on adjusted financial statement income.

In June 2025, the United States and the other six countries that make up the G7 nations jointly announced that U.S.

4 unchanged sentences

The continued enactment of the OECD agreement, either by all OECD participants or unilaterally by individual countries, could result in tax increases or double taxation in the United States or foreign jurisdictions.

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.

On July 4, 2025, OB3 was enacted in the United States.

OB3 has various provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Act and modifications to the international tax framework.

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

The impact of these changes on our deferred tax assets and liabilities will be recorded in the third quarter of 2025.

The impact of these changes on our deferred tax assets and liabilities was recorded in the third quarter of 2025 and did not have a material effect on our effective tax rate or on our condensed consolidated financial statements.

In 2017, we received an RAR and a modified RAR from the IRS for the years 2010–2012, proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S.

4 unchanged sentences

taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $3.6 billion, plus interest.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued on our foreign earnings.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued and paid on our foreign earnings.

In 2020, we received an RAR and a modified RAR from the IRS for the years 2013–2015, also proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S.

5 unchanged sentences

In addition, the Notice asserts penalties of approximately $2.0 billion.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued on our foreign earnings.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued and paid on our foreign earnings.

We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit.

4 unchanged sentences

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 parties filed post-trial reply briefs on October 10, 2025.

The Company expects a decision from the U.S.

6 unchanged sentences

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.

See Part II, Item 1A.

See our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, Part II, Item 1A.

Risk Factors— We could be subject to additional tax liabilities, including from an adverse outcome in our ongoing tax dispute with the IRS and other tax examinations, enactment of the OECD minimum corporate tax rate agreement and the adoption and interpretation of new tax legislation including the OBBBA.

2 unchanged sentences

Selected financial data were as follows (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 9,445 $ 11,973

4 unchanged sentences

Cash and cash equivalents

Our balance of cash and cash equivalents was $8.0 billion as of June 30, 2025.

Our balance of cash and cash equivalents was $9.4 billion as of September 30, 2025.

The primary objective of our investment portfolio is to maintain safety of principal, prudent levels of liquidity and acceptable levels of risk.

1 unchanged sentence

Capital allocation

Consistent with the objective to optimize our capital structure, we deploy our accumulated cash balances in a strategic manner and consider a number of alternatives, including investments in innovation both internally and externally (including investments that expand our portfolio of products in areas of therapeutic interest), capital expenditures, repayment of debt, payment of dividends and stock repurchases.

investments that expand our portfolio of products in areas of therapeutic interest), capital expenditures, repayment of debt, payment of dividends and stock repurchases.

We intend to continue investing in our business while reducing our debt and returning capital to stockholders through the payment of cash dividends and stock repurchases.

3 unchanged sentences

The manner of stock repurchases may include block purchases, tender offers, accelerated share repurchases and market transactions.

In March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $2.38 per share of common stock, which were paid in June 2025 and March 2025, respectively, an increase of 6% over the quarterly cash dividends paid each quarter in 2024.

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

During the six months ended June 30, 2025, 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.

As a result of stock repurchases and quarterly dividend payments, we have an accumulated deficit as of June 30, 2025 and December 31, 2024.

In August 2025, March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $2.38 per share of common stock, which were paid in September 2025, June 2025 and March 2025, respectively, an increase of 6% over the quarterly cash dividends paid each quarter in 2024.

In October 2025, our Board of Directors declared a quarterly cash dividend of $2.38 per share of common stock, which will be paid in December 2025.

During the nine months ended September 30, 2025, we did not repurchase shares under our stock repurchase program.

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

As a result of stock repurchases and quarterly dividend payments, we have an accumulated deficit as of September 30, 2025 and December 31, 2024.

Our accumulated deficit is not anticipated to affect our future ability to operate, repurchase stock, pay dividends or repay our debt given our expected continued profitability and strong financial position.

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

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

In addition, we opportunistically repurchase our debt when market conditions are favorable.

During the six months ended June 30, 2025 and 2024, we repurchased aggregate principal amounts of our debt of $832 million and $544 million, respectively, for aggregate costs of $602 million and $410 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $228 million and $133 million, respectively, recorded in Other (expense) income, net, in the Condensed Consolidated Statements of Income.

During the nine months ended September 30, 2025 and 2024, we repurchased aggregate principal amounts of our debt of $1.0 billion and $875 million, respectively, for aggregate costs of $683 million and $659 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $264 million and $215 million, respectively, recorded in Other income, net, in the Condensed Consolidated Statements of Income.

We believe that existing funds, cash generated from operations and existing sources of and access to financing are adequate to satisfy our needs for working capital, capital expenditure and debt service requirements, as well as our plans to reduce debt, pay dividends and repurchase stock, and other business initiatives we plan to strategically pursue, including acquisitions and licensing activities.

We anticipate that our liquidity needs can be met through a variety of sources, including cash provided by operating activities, borrowings through commercial paper and/or syndicated credit facilities and access to other domestic and foreign debt markets and equity markets.

See our Annual Report on Form 10-K for the year ended December 31, 2024, Part I, Item 1A.

Risk Factors— Global economic conditions may negatively affect us and may magnify certain risks that affect our business.

See Part II, Item 1A.

Risk Factors— Global economic conditions may negatively affect us and may magnify certain risks that affect our business, of this Quarterly Report on Form 10-Q.

Certain of our financing arrangements contain nonfinancial covenants.

In addition, our revolving credit agreement and term loan credit agreement include a financial covenant that requires us to maintain a specified minimum interest coverage ratio of (i) the sum of consolidated net income, interest expense, provision for income taxes, depreciation expense, amortization expense, unusual or nonrecurring charges and other noncash items (consolidated earnings before interest, taxes, depreciation and amortization) to (ii) Consolidated Interest Expense, each as defined and described in the respective agreements.

We were in compliance with all applicable covenants under these arrangements as of June 30, 2025.

We were in compliance with all applicable covenants under these arrangements as of September 30, 2025.

Our summarized cash flow activity was as follows (in millions):

Six months ended

Nine months ended

September 30,

Net cash provided by operating activities $ 8,355 $ 6,719

2 unchanged sentences

Cash provided by operating activities has been and is expected to continue to be our primary recurring source of funds.

Cash provided by operating activities during the six months ended June 30, 2025, increased as compared to the same period in the prior year primarily due to higher net income in the first half of 2025 after adjustments for noncash items and the timing of tax payments, including an $800 million tax deposit made in the first quarter of 2024, partially offset by the timing of working capital items.

Cash used in investing activities during the six months ended June 30, 2025 and 2024, was primarily due to capital expenditures of $780 million and $468 million, respectively, including construction costs for new plants and expansion of manufacturing capacity.

We currently estimate full year 2025 investments in capital projects to be approximately $2.3 billion.

Cash used in financing activities during the six months ended June 30, 2025, was primarily due to the repayment and extinguishment of debt of $3.5 billion and $602 million, respectively, and the payment of dividends of $2.6 billion.

Cash used in financing activities during the six months ended June 30, 2024, was primarily due to the payment of dividends of $2.4 billion and the repayment and extinguishment of debt of $1.4 billion and $410 million, respectively.

Cash provided by operating activities during the nine months ended September 30, 2025, increased as compared to the same period in the prior year primarily due to higher net income in the current year period after adjustments for noncash items, the timing of tax payments, including an $800 million tax deposit made in the first quarter of 2024, and the timing of working capital items.

Cash used in investing activities during the nine months ended September 30, 2025 and 2024, was primarily due to capital expenditures of $1.2 billion and $725 million, respectively, including construction costs for new plants and expansion of manufacturing capacity.

We currently estimate full year 2025 investments in capital projects to be in the range of $2.2 billion to $2.3 billion.

Cash used in financing activities during the nine months ended September 30, 2025, was primarily due to the repayment and extinguishment of debt of $5.0 billion and $683 million, respectively, and the payment of dividends of $3.8 billion.

Cash used in financing activities during the nine months ended September 30, 2024, was primarily due to the repayment and extinguishment of debt of $3.6 billion and $659 million, respectively, and the payment of dividends of $3.6 billion.

See Note 9, Financing arrangements, and Note 10, Stockholders’ equity, to the condensed consolidated financial statements for further discussion.

4 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2025.

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025.

Recently issued accounting standards

1 unchanged sentence

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 2. Management’s Discussion and Analysis