What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-01 · 268 added, 219 removed, 645 unchanged (43% of the section changed)

3 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Product sales $ 9,537 $ 8,771 $ 17,755 $ 16,644

10 unchanged sentences

Interest expense, net ( 673 ) ( 694 ) ( 1,330 ) ( 1,417 )

Other income, net 75 1,518

Other (expense) income, net ( 73 ) ( 394 ) 2 1,124

Income before income taxes 2,768 1,568 4,852 3,541

11 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Net income $ 2,375 $ 1,432 $ 4,194 $ 3,162

8 unchanged sentences

(In millions, except per-share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

33 unchanged sentences

(In millions, except per-share data)

Three months ended March 31, 2026

Three months ended June 30, 2026

paid-in capital Accumulated

1 unchanged sentence

comprehensive loss Total

Balance as of March 31, 2026 539.7 $ 34,030 $ ( 24,650 ) $ ( 190 ) $ 9,190

Net income — — 2,375 — 2,375

Other comprehensive income, net of taxes — — — 71 71

Issuance of common stock in connection with equity award programs

0.9 41 — — 41

Stock-based compensation expense — 165 — — 165

Tax impact related to employee stock-based compensation expense

— ( 154 ) — — ( 154 )

Balance as of June 30, 2026 540.6 $ 34,082 $ ( 22,275 ) $ ( 119 ) $ 11,688

Six months ended June 30, 2026

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

Balance as of December 31, 2025 538.8 $ 34,023 $ ( 25,107 ) $ ( 258 ) $ 8,658

8 unchanged sentences

— ( 262 ) — — ( 262 )

Balance as of June 30, 2026 540.6 $ 34,082 $ ( 22,275 ) $ ( 119 ) $ 11,688

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(In millions, except per-share data)

Three months ended June 30, 2025

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

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

Three months ended March 31, 2025

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

11 unchanged sentences

— ( 173 ) — — ( 173 )

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

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

See accompanying notes.

1 unchanged sentence

(In millions)

Three months ended

Six months ended

Cash flows from operating activities:

28 unchanged sentences

Other ( 224 ) ( 119 )

Net cash provided by (used in) financing activities 1,436 ( 4,107 )

Net cash used in financing activities ( 46 ) ( 6,780 )

Increase (decrease) in cash and cash equivalents 4,860 ( 3,945 )

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Summary of significant accounting policies

4 unchanged sentences

Basis of presentation

The interim unaudited financial information for the three months ended March 31, 2026 and 2025, 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, 2026 and 2025, 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, 2025, 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, 2026.

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 $ 9.3 billion and $ 11.1 billion as of March 31, 2026 and December 31, 2025, respectively.

Recently adopted accounting pronouncements

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), to improve the evaluation of derivatives by adding a new scope exception and clarify accounting for share-based non-cash consideration received from customers.

The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026.

Early adoption is permitted, and entities may apply the standard prospectively or following a modified retrospective approach.

We early adopted this standard prospectively in the first quarter of 2026.

We currently have no contracts or embedded features that are affected by the adoption of this standard, and therefore adoption did not have an impact on our condensed consolidated financial statements.

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $ 9.4 billion and $ 11.1 billion as of June 30, 2026 and December 31, 2025, respectively.

Recent accounting pronouncements not yet adopted

4 unchanged sentences

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.

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.

12 unchanged sentences

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

The following table provides segment revenues, significant segment expenses, other segment items and reported segment net income for the Company’s one reportable segment, as well as a reconciliation of segment net income to the Company’s total consolidated net income for the three months ended March 31, 2026 and 2025 (in millions):

The following table provides segment revenues, significant segment expenses, other segment items and reported segment net income for the Company’s one reportable segment, as well as a reconciliation of segment net income to the Company’s total consolidated net income for the three and six months ended June 30, 2026 and 2025 (in millions):

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Product sales $ 9,537 $ 8,771 $ 17,755 $ 16,644

2 unchanged sentences

Manufacturing cost of sales (1)(2)

2,139 2,484 4,319 5,012

Profit share and royalties in cost of sales (1)

672 527 1,236 967

Research and development (1)

1,868 1,744 3,587 3,230

Sales and marketing (1)

1,155 1,137 2,289 2,203

General and administrative (1)

590 554 1,058 1,175

Other segment items (3)

4 unchanged sentences

Provision for income taxes

393 136 658 379

Segment net income 2,375 1,432 4,194 3,162

2 unchanged sentences

Consolidated net income $ 2,375 $ 1,432 $ 4,194 $ 3,162

(1) During the three months ended March 31, 2026 and 2025, amortization of our finite-lived intangible assets was $ 896 million and $ 1.2 billion, respectively.

(1) During the three months ended June 30, 2026 and 2025, amortization of our finite-lived intangible assets was $ 890 million and $ 1.1 billion, respectively.

During the six months ended June 30, 2026 and 2025, amortization of our finite-lived intangible assets was $ 1.8 billion and $ 2.3 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 March 31, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $ 220 million and $ 209 million, respectively.

(2) During the three months ended March 31, 2026 and 2025, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 247 million and $ 363 million, respectively.

(3) For the three months ended March 31, 2026, other segment items included in Segment net income primarily consists of:

(i) litigation settlements and (ii) fair value adjustments on equity securities (see Note 6, Investments).

For the three months ended March 31, 2025, other segment items included in Segment net income primarily consisted of fair value adjustments on equity securities (see Note 6, Investments) and impairment charges on intangible assets (see Note 8, Goodwill and other intangible assets).

In addition, during the three months ended June 30, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $ 222 million and $ 220 million, respectively.

During the six months ended June 30, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $ 442 million and $ 429 million, respectively.

(2) During the three months ended June 30, 2026 and 2025, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 60 million and $ 339 million, respectively.

During the six months ended June 30, 2026 and 2025, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 307 million and $ 702 million, respectively.

(3) For the three and six months ended June 30, 2026, other segment items primarily consisted of:

(i) fair value adjustments on equity securities (see Note 6, Investments) and (ii) litigation expenses and settlements.

For the three months ended June 30, 2025, other segment items included in Segment net income primarily consisted of fair value adjustments on equity securities (see Note 6, Investments).

For the six months ended June 30, 2025, other segment items included in Segment net income primarily consisted of:

(i) impairment charges on intangible assets (see Note 8, Goodwill and other intangible assets) and (ii) fair value adjustments on equity securities (see Note 6, Investments).

We operate our business in one operating segment, which also represents one reportable segment:

4 unchanged sentences

Revenues were as follows (in millions):

Three months ended March 31,

Three months ended June 30,

ROW Total U.S.

4 unchanged sentences

Otezla 431 60 491 512 106 618

ENBREL 574 6 580 597 7 604

BLINCYTO 285 187 472 270 114 384

Nplate 275 155 430 228 141 369

XGEVA 228 183 411 360 206 566

486 — 486 342 — 342

XGEVA 187 165 352 347 185 532

Aranesp 94 258 352 107 252 359

KRYSTEXXA 399 1 400 349 — 349

KYPROLIS 201 113 314 232 146 378

Vectibix 167 171 338 144 161 305

UPLIZNA 317 18 335 132 44 176

IMDELLTRA/IMDYLLTRA 233 55 288 107 27 134

Other products (2)

1,283 414 1,697 990 390 1,380

Total product sales (3)

$ 6,990 $ 2,547 9,537 $ 6,324 $ 2,447 8,771

Other revenues 517 408

Total revenues $ 10,054 $ 9,179

Six months ended June 30,

ROW Total U.S.

Repatha $ 975 $ 854 $ 1,829 $ 704 $ 648 $ 1,352

Prolia 939 547 1,486 1,465 756 2,221

EVENITY 981 295 1,276 715 245 960

TEPEZZA 944 122 1,066 831 55 886

Otezla 783 139 922 855 200 1,055

ENBREL 888 12 900 1,101 13 1,114

BLINCYTO 506 381 887 543 211 754

Nplate 558 284 842 429 253 682

829 — 829 627 — 627

XGEVA 415 348 763 707 391 1,098

Aranesp 171 492 663 198 501 699

KRYSTEXXA 654 1 655 585 — 585

KYPROLIS 419 225 644 448 254 702

Vectibix 303 322 625 279 293 572

1 unchanged sentence

IMDELLTRA/IMDYLLTRA 421 125 546 186 29 215

KRYSTEXXA 255 — 255 236 — 236

Other products (2)

6 unchanged sentences

(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, 2026 and 2025.

The effective tax rate for the three months ended March 31, 2026 was 12.7 % compared with 12.3 % for the prior-year period.

The increase in our effective tax rate for the three months ended March 31, 2026, was primarily due to the change in earnings mix, including lower amortization expense from acquisition-related assets, partially offset by the net unrealized losses on equity investments in the current-year period compared to net unrealized gains in the prior-year period (see Note 6, Investments).

(3) Hedging gains and losses, which are included in product sales, were not material for the three and six months ended June 30, 2026 and 2025.

The effective tax rates for the three and six months ended June 30, 2026 were 14.2 % and 13.6 %, respectively, compared with 8.7 % and 10.7 %, respectively, for the corresponding periods in the prior year.

The increase in our effective tax rate for the three months ended June 30, 2026, was primarily due to the change in earnings mix, including lower amortization expense from acquisition-related assets.

The increase in our effective tax rate for the six months ended June 30, 2026, was primarily due to the change in earnings mix, including lower amortization expense from acquisition-related assets, partially offset by the net unrealized losses in the first half of 2026 compared to net unrealized gains 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.

38 unchanged sentences

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

On March 16, 2026, the Court ordered supplemental closing briefs, which are due May 20, 2026.

On March 16, 2026, the Court ordered supplemental closing briefs, which were filed on May 20, 2026.

The Company expects a decision from the U.S.

Tax Court no earlier than the second half of 2026.

Tax Court no earlier than late 2026 or early 2027.

We are currently under examination by the IRS for the years 2016–2018.

1 unchanged sentence

territory of Puerto Rico.

If sustained in full, the adjustments set forth in the draft NOPA could have a material impact on our financial statements.

We disagree with the draft NOPA and have informed the IRS audit team that its methodology is inconsistent with

certain positions asserted by the IRS in the Tax Court, which positions were more favorable to Amgen than those previously taken by the exam team.

We intend to contest the draft NOPA.

We expect that the IRS will begin its audit for years 2019–2022 in the first half of 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 May and July 2026, the IRS reissued the NOPA in substantially the same form.

We disagree with the NOPA

and have informed the IRS audit team that its methodology is inconsistent with certain positions asserted by the IRS in the Tax Court, which positions were more favorable to Amgen than those previously taken by the audit team.

If sustained in full, the adjustments set forth in the NOPA could have a material impact on our financial statements.

We intend to contest the NOPA.

The IRS began its audit for years 2019–2022 in the second quarter of 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.

2 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.

During the three months ended March 31, 2026, the gross amounts of our UTBs increased by $ 35 million as a result of tax positions taken during the current year.

Substantially all of the UTBs as of March 31, 2026, if recognized, would impact our effective tax rate.

During the three and six months ended June 30, 2026, the gross amounts of our UTBs increased by $ 45 million and $ 80 million, respectively, as a result of tax positions taken during the current year.

Substantially all of the UTBs as of June 30, 2026, if recognized, would impact our effective tax rate.

Earnings per share

3 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Income (Numerator):

6 unchanged sentences

Diluted earnings per share $ 4.37 $ 2.65 $ 7.71 $ 5.84

For the three months ended March 31, 2026 and 2025, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

For the three and six months ended June 30, 2026 and 2025, 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, 2026 Amortized

Types of securities as of June 30, 2026 Amortized

Treasury bills $ 2,493 $ — $ — $ 2,493

8 unchanged sentences

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, 2026 December 31, 2025

Condensed Consolidated Balance Sheets locations June 30, 2026 December 31, 2025

Cash and cash equivalents $ 13,415 $ 8,525

Total interest-bearing securities $ 13,415 $ 8,525

Cash and cash equivalents in the above table excludes bank account cash of $ 559 million and $ 604 million as of March 31, 2026 and December 31, 2025, respectively.

All interest-bearing securities as of March 31, 2026 and December 31, 2025, mature in one year or less.

For the three months ended March 31, 2026 and 2025, interest income on these investments was $ 101 million and $ 126 million, respectively.

For the three months ended March 31, 2026 and 2025, realized gains and losses on interest-bearing securities were not material and were recorded in Other income, net, in the Condensed Consolidated Statements of Income.

Cash and cash equivalents in the above table excludes bank account cash of $ 574 million and $ 604 million as of June 30, 2026 and December 31, 2025, respectively.

All interest-bearing securities as of June 30, 2026 and December 31, 2025, mature in one year or less.

For the three months ended June 30, 2026 and 2025, interest income on these investments was $ 125 million and $ 86 million, respectively.

For the six months ended June 30, 2026 and 2025, interest income on these investments was $ 226 million and $ 212 million, respectively.

For the three and six months ended June 30, 2026 and 2025, 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.

3 unchanged sentences

BeOne Medicines Ltd.

As of March 31, 2026 and December 31, 2025, our ownership interest in BeOne was approximately 17 %, and the fair values of our investment were $ 5.6 billion and $ 5.8 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, we recorded an unrealized loss of $ 130 million and an unrealized gain of $ 1.7 billion, respectively, in Other income, net, in the Condensed Consolidated Statements of Income.

As of June 30, 2026 and December 31, 2025, our ownership interest in BeOne was approximately 17 % and the fair values of our investment were $ 5.4 billion and $ 5.8 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2026 and 2025, we recorded unrealized losses of $ 227 million and $ 570 million, respectively.

During the six months ended June 30, 2026 and 2025, we recorded an unrealized loss of $ 357 million and an unrealized gain of $ 1.1 billion, 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.

(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 investment in BeOne (discussed above), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 383 million and $ 389 million as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, net unrealized losses on these publicly traded securities were not material, compared to net unrealized losses of $ 363 million in the prior-year period.

Additionally, net realized gains and losses on sales of publicly traded securities for the three months ended March 31, 2026 and 2025, were not material.

We held investments of $ 344 million and $ 362 million in equity securities without readily determinable fair values as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, upward and downward adjustments on these securities were not material.

Excluding our equity investment in BeOne (discussed above), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 470 million and $ 389 million as of June 30, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2026 and 2025, net unrealized gains and losses on these other publicly traded securities were not material.

During the six months ended June 30, 2026, net unrealized gains and losses on these other publicly traded securities were not material, compared to net unrealized losses of $ 335 million during the six months ended June 30, 2025.

Additionally, net realized gains and losses on sales of these other publicly traded securities for the three and six months ended June 30, 2026 and 2025, were not material.

We held investments of $ 301 million and $ 362 million in equity securities without readily determinable fair values as of June 30, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2026 and 2025, 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, 2026 and 2025, 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, 2026 and 2025, were not material.

Equity method investments

Limited partnerships

We held limited partnership investments of $ 284 million and $ 253 million as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

We held limited partnership investments of $ 330 million and $ 253 million as of June 30, 2026 and December 31, 2025, 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, 2026, we had $ 144 million of unfunded additional commitments to be made for these investments during the next several years.

For the three months ended March 31, 2026 and 2025, net unrealized gains and losses recognized from our limited partnership investments were not material.

As of June 30, 2026, we had $ 140 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, 2026 and 2025, net unrealized gains and losses recognized from our limited partnership investments were not material.

Inventories consisted of the following (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials $ 1,082 $ 915

6 unchanged sentences

Foreign currency translation adjustments

Balance at March 31, 2026

Balance at June 30, 2026

Other intangible assets

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

amounts Accumulated

18 unchanged sentences

Marketing-related rights primarily consists of rights related to the sale and distribution of marketed products.

The developed-product-technology rights intangible assets related to TAVNEOS have a carrying value of $ 2.4 billion as of March 31, 2026, with $ 2.3 billion related to the U.S.

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.

TAVNEOS developed-product-technology rights

The developed-product-technology rights intangible assets related to TAVNEOS have a carrying value of $ 2.4 billion as of June 30, 2026, with $ 2.3 billion related to the U.S.

The product, acquired by the Company in connection with our acquisition of ChemoCentryx in 2022, was approved by the FDA in 2021.

On April 27, 2026, the FDA’s Center for Drug Evaluation and Research (CDER) issued a proposal to withdraw approval of TAVNEOS.

On April 27, 2026, CDER issued a proposal to withdraw approval of TAVNEOS.

The proposal follows the FDA’s March 2026 DSC in which it alerted patients and health care professionals about serious liver injury cases, including fatal cases, of DILI associated with TAVNEOS.

The proposal alleges that there is new information indicating lack of substantial evidence of effectiveness for the drug and that ChemoCentryx’s application that resulted in FDA approval contained untrue statements of material facts.

ChemoCentryx, as the U.S.

marketing authorization holder, may request a hearing on this proposal, after which the FDA will determine whether there is a genuine and substantial issue of fact that requires a hearing.

If a hearing is not granted, the FDA may enter summary judgment and ultimately withdraw approval.

On April 30, 2026, the FDA posted a notice in the Federal Register that proposes to withdraw approval of TAVNEOS and announced an opportunity for ChemoCentryx to request a hearing on this proposal.

The Company intends to engage with the FDA, continues to believe that TAVNEOS demonstrates effectiveness and a favorable benefit–risk profile, and intends to follow the appropriate process to support its position.

On June 1, 2026, we requested a hearing on this proposal and subsequently submitted information supporting our request on July 23, 2026, including additional real world evidence data and data from an independent, blinded re-adjudication of certain study data that supported the FDA’s approval of TAVNEOS.

If a hearing is not granted, the FDA may enter summary judgment and ultimately withdraw approval.

The Company has engaged with regulatory authorities, continues to believe that TAVNEOS demonstrates clinical effectiveness and a favorable benefit-risk profile, and intends to follow the appropriate process to support its position.

As the FDA’s statement reporting its proposal indicates, TAVNEOS will remain on the market during the pendency of this process.

The Company’s evaluation of these developments did not result in significant changes to the estimated future cash flows for TAVNEOS as of March 31, 2026;

The Company evaluated these developments, as well as observations with respect to new U.S.

patient interest, during the second quarter of 2026.

Our evaluation of the potential changes to the estimated future cash flows for TAVNEOS as of June 30, 2026 indicate the carrying value of the related intangible assets remains recoverable;

however, future changes to estimated TAVNEOS cash flows could unfavorably impact the Company’s ability to recover the carrying value of the related intangible assets.

Otezla developed-product-technology rights

In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027.

The earlier than anticipated selection resulted in a decrease in the estimated future cash flows for the product in the United States.

The earlier than anticipated selection resulted in a decrease in the estimated

future cash flows for the product in the United States.

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

1 unchanged sentence

See Note 11, Fair value measurement.

During the three months ended March 31, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $ 896 million and $ 1.2 billion, respectively.

During the three months ended June 30, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $ 890 million and $ 1.1 billion, respectively.

During the six months ended June 30, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $ 1.8 billion and $ 2.3 billion, respectively.

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

As of March 31, 2026, the total estimated future amortization of our finite-lived intangible assets for the remaining nine months ending December 31, 2026, and the years ending December 31, 2027, 2028, 2029, 2030 and 2031, was $ 2.7 billion, $ 3.6 billion, $ 2.8 billion, $ 2.3 billion, $ 2.2 billion and $ 2.1 billion, respectively.

As of June 30, 2026, the total estimated future amortization of our finite-lived intangible assets for the remaining six months ending December 31, 2026, and the years ending December 31, 2027, 2028, 2029, 2030 and 2031, was $ 1.8 billion, $ 3.6 billion, $ 2.8 billion, $ 2.3 billion, $ 2.2 billion and $ 2.1 billion, respectively.

Financing arrangements

Our borrowings consisted of the following (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

2.00 % € 750 million notes due 2026 ( 2.00 % 2026 euro Notes)

41 unchanged sentences

4.40 % notes due 2062 ( 4.40 % 2062 Notes)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

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

Debt issuances

During the three months ended March 31, 2026, we issued $ 4.0 billion of debt consisting of $ 1.0 billion of the 4.20 % 2031 Notes, $ 1.75 billion of the 4.85 % 2036 Notes, $ 500 million of the 5.50 % 2046 Notes and $ 750 million of the 5.65 % 2056 Notes.

There were no debt issuances during the three months ended March 31, 2025.

In the first quarter of 2026, we issued $ 4.0 billion of debt consisting of $ 1.0 billion of the 4.20 % 2031 Notes, $ 1.75 billion of the 4.85 % 2036 Notes, $ 500 million of the 5.50 % 2046 Notes and $ 750 million of the 5.65 % 2056 Notes.

There were no debt issuances during the three months ended June 30, 2026 or during the three and six months ended June 30, 2025.

Debt repayments

During the three months ended March 31, 2026, we repaid the € 750 million aggregate principal amount of the 2.00 % 2026 euro Notes ($ 833 million upon settlement of the related cross-currency swap), compared to $ 2.5 billion of debt repayments during the three months ended March 31, 2025.

During the three months ended June 30, 2026, we did not have any debt repayments, compared to $ 1.0 billion of debt repayments during the three months ended June 30, 2025.

During the six months ended June 30, 2026, we repaid the € 750 million aggregate principal amount of the 2.00 % 2026 euro Notes ($ 833 million upon settlement of the related cross-currency swap), compared to $ 3.5 billion of debt repayments during the six months ended June 30, 2025.

Debt extinguishment

During the three months ended March 31, 2026, we repurchased an aggregate principal amount of our debt of $ 324 million, including portions of the 2.80 % 2041 Notes, 3.375 % 2050 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 233 million, which resulted in a $ 90 million gain on extinguishment of debt .

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.

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

During the three months ended June 30, 2026, we did not have any extinguishments of debt.

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 six months ended June 30, 2026, we repurchased an aggregate principal amount of our debt of $ 324 million, including portions of the 2.80 % 2041 Notes, 3.375 % 2050 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 233 million, which resulted in a $ 90 million gain on extinguishment 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.

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

Interest rate swap contracts

4 unchanged sentences

This shelf registration statement expires in February 2029.

During the three months ended March 31, 2026, we extended the term of our $ 4.0 billion syndicated, unsecured, revolving credit facility by one year to March 2029.

As of March 31, 2026 and December 31, 2025, no amounts were outstanding under this facility.

In the first quarter of 2026, we extended the term of our $ 4.0 billion syndicated, unsecured, revolving credit facility by one year to March 2029.

As of June 30, 2026 and December 31, 2025, no amounts were outstanding under this facility.

Stockholders’ equity

Stock repurchase program

During the three months ended March 31, 2026 and 2025, we did not repurchase shares under our stock repurchase program.

As of March 31, 2026, $ 6.8 billion of authorization remained available under the stock repurchase program.

In March 2026, our Board of Directors declared a quarterly cash dividend of $ 2.52 per share, which will be paid in June 2026.

In December 2025, our Board of Directors declared a quarterly cash dividend of $ 2.52 per share, which was paid in March 2026.

During the six months ended June 30, 2026 and 2025, we did not repurchase shares under our stock repurchase program.

As of June 30, 2026, $ 6.8 billion of authorization remained available under the stock repurchase program.

In December 2025 and March 2026, our Board of Directors declared quarterly cash dividends of $ 2.52 per share of common stock for the first and second quarters of 2026, respectively, which were paid in March 2026 and June 2026, respectively.

In July 2026, our Board of Directors declared a quarterly cash dividend of $ 2.52 per share, which will be paid in September 2026.

Accumulated other comprehensive income (loss)

2 unchanged sentences

hedges Other AOCI

Balance as of December 31, 2025

Balance as of March 31, 2026

$ ( 207 ) $ ( 13 ) $ 30 $ ( 190 )

Foreign currency translation adjustments ( 22 ) — — ( 22 )

Unrealized losses — ( 15 ) — ( 15 )

Unrealized gains — 113 — 113

Reclassification adjustments into earnings

1 unchanged sentence

Income taxes — ( 23 ) — ( 23 )

Balance as of March 31, 2026

Balance as of June 30, 2026

$ ( 229 ) $ 81 $ 29 $ ( 119 )

translation adjustments

hedges Other AOCI

Balance as of December 31, 2025 $ ( 202 ) $ ( 90 ) $ 34 $ ( 258 )

Foreign currency translation adjustments ( 27 ) — — ( 27 )

Unrealized gains — 98 — 98

Reclassification adjustments into earnings

Other — — ( 5 ) ( 5 )

Income taxes — ( 44 ) — ( 44 )

Balance as of June 30, 2026

$ ( 229 ) $ 81 $ 29 $ ( 119 )

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

Three months ended March 31, Condensed Consolidated

Three months ended June 30, Condensed Consolidated

Statements of Income locations

2 unchanged sentences

Foreign currency forward contract (losses) gains $ ( 13 ) $ 12 Product sales

Cross-currency swap contract (losses) gains ( 77 ) 83 Other income, net

Cross-currency swap contract gains 9 172 Other (expense) income, net

( 4 ) 184 Income before income taxes

1 unchanged sentence

$ ( 3 ) $ 144 Net income

Six months ended June 30, Condensed Consolidated

Statements of Income locations

Components of AOCI 2026 2025

Cash flow hedges:

Foreign currency forward contract (losses) gains $ ( 49 ) $ 68 Product sales

Cross-currency swap contract (losses) gains ( 68 ) 255 Other (expense) income, net

( 117 ) 323 Income before income taxes

25 ( 70 ) Provision for income taxes

$ ( 92 ) $ 253 Net income

Fair value measurement

17 unchanged sentences

(Level 2) Significant

Fair value measurement as of March 31, 2026, using:

Fair value measurement as of June 30, 2026, using:

Available-for-sale securities:

4 unchanged sentences

Foreign currency forward contracts — 306 — 306

Interest rate swap contracts — 7 — 7

Total assets $ 16,660 $ 2,935 $ — $ 19,595

27 unchanged sentences

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 investment in BeOne, as of March 31, 2026 and December 31, 2025, 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 investment in BeOne, as of June 30, 2026 and December 31, 2025, 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.

4 unchanged sentences

Contingent consideration obligations

As a result of business development activity, we have incurred contingent consideration obligations as discussed below.

The contingent consideration obligations are recorded at their fair values by using probability-adjusted discounted cash flows, and we revalue these obligations each reporting period until the related contingencies have been resolved.

The fair value measurements of these obligations are based on significant unobservable inputs related to licensing rights and product candidates acquired through business development activity, and they are reviewed quarterly by management in our R&D and commercial sales organizations.

The inputs include, as applicable, estimated probabilities and the timing of achieving specified development, regulatory and commercial milestones as well as estimated annual sales.

Our contingent consideration obligations are recorded at their fair values by using probability-adjusted discounted cash flows, and we revalue these obligations each reporting period until the related contingencies have been resolved.

Significant unobservable inputs used in measuring these obligations relate to licensing rights and product candidates acquired through business development activity and include, as applicable, estimated probabilities and the timing of achieving specified development, regulatory and commercial milestones as well as estimated annual sales.

Significant changes that increase or decrease the probabilities of achieving the related development, regulatory and commercial events or that shorten or lengthen the time required to achieve such events or that increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of the obligations, as applicable.

Changes in the fair values of contingent consideration obligations are recognized in Other operating expenses in the Condensed Consolidated Statements of Income.

As of March 31, 2026 and December 31, 2025, the balances of our contingent consideration obligations were $ 173 million and $ 161 million, respectively, and primarily resulted from our acquisition of Teneobio, Inc.

in October 2021, which obligates us to make payments to the former shareholders upon achievement of separate development and regulatory milestones

with regard to various R&D programs, and other business development activity in 2025.

There were no material changes to our contingent consideration obligations during the three months ended March 31, 2026 and 2025.

As of June 30, 2026 and December 31, 2025, the balances of our contingent consideration obligations were $ 171 million and $ 161 million, respectively, and primarily resulted from our acquisition of Teneobio, Inc.

in October 2021 and other business development activity in 2025.

There were no material changes to our contingent consideration obligations during the six months ended June 30, 2026 and 2025.

Summary of the fair values of other financial instruments

2 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the aggregate fair values of our fixed-rate debt were $ 53.1 billion and $ 51.0 billion, respectively, and the carrying values of our fixed-rate debt were $ 55.5 billion and $ 52.8 billion, respectively.

The estimate of the fair value of our term loan is approximated at its carrying value as of March 31, 2026 and December 31, 2025, as this debt instrument bears interest at a floating rate.

During the three months ended March 31, 2026 and 2025, there were no transfers of assets or liabilities between fair value measurement levels.

As of June 30, 2026 and December 31, 2025, the aggregate fair values of our fixed-rate debt were $ 53.1 billion and $ 51.0 billion, respectively, and the carrying values of our fixed-rate debt were $ 55.5 billion and $ 52.8 billion, respectively.

The estimate of the fair value of our term loan is approximated at its carrying value as of June 30, 2026 and December 31, 2025, as this debt instrument bears interest at a floating rate.

During the six months ended June 30, 2026 and 2025, 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.

10 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, 2026 and December 31, 2025, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 8.0 billion and $ 7.8 billion, respectively.

As of June 30, 2026 and December 31, 2025, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 8.0 billion and $ 7.8 billion, respectively.

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

9 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, 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 March 31, 2026, 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, 2026, were as follows (notional amounts in millions):

Foreign currency U.S.

8 unchanged sentences

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

Amounts recognized in connection with forward interest rate contracts during the three months ended March 31, 2026 and 2025, and amounts expected to be recognized during the next 12 months were not material.

Amounts recognized in connection with forward interest rate contracts during the six months ended June 30, 2026 and 2025, and amounts expected to be recognized during the next 12 months were 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 2026 2025 2026 2025

2 unchanged sentences

Forward interest rate contracts — — ( 40 ) —

Total unrealized losses $ ( 15 ) $ ( 146 )

Total unrealized gains (losses) $ 113 $ ( 323 ) $ 98 $ ( 469 )

Fair value hedges

1 unchanged sentence

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, 2026 and December 31, 2025, we had interest rate swap contracts with an aggregate notional amount of $ 6.7 billion that hedge certain portions of our long-term debt.

As of June 30, 2026 and December 31, 2025, we had interest rate swap contracts with aggregate notional amounts of $ 7.6 billion and $ 6.7 billion, respectively, that hedge certain portions of our long-term debt.

During the three months ended June 30, 2026, we entered into $ 900 million of interest rate swap contracts to hedge portions of our 4.85 % 2036 Notes and 5.60 % 2043 Notes.

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.

3 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, 2026 December 31, 2025 March 31, 2026 December 31, 2025

Condensed Consolidated Balance Sheets locations June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025

Current portion of long-term debt $ 1,283 $ 1,273 $ 33 $ 23

Long-term debt $ 5,934 $ 5,112 $ ( 250 ) $ ( 184 )

(1) Current portion of long-term debt includes $ 43 million and $ 47 million of carrying value with discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 176 million and $ 185 million of carrying value with discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

(2) Current portion of long-term debt includes $ 43 million and $ 47 million of hedging adjustments on discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 76 million and $ 85 million of hedging adjustments on discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

(1) Current portion of long-term debt includes $ 39 million and $ 47 million of carrying value with discontinued hedging relationships as of June 30, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 167 million and $ 185 million of carrying value with discontinued hedging relationships as of June 30, 2026 and December 31, 2025, respectively.

(2) Current portion of long-term debt includes $ 39 million and $ 47 million of hedging adjustments on discontinued hedging relationships as of June 30, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 67 million and $ 85 million of hedging adjustments on discontinued hedging relationships as of June 30, 2026 and December 31, 2025, 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, 2026

Product sales Other income, net Interest expense, net

Three months ended June 30, 2026 Six months ended June 30, 2026

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

1 unchanged sentence

The effects of cash flow and fair value hedging:

Losses on cash flow hedging relationships reclassified out of AOCI:

(Losses) gains on cash flow hedging relationships reclassified out of AOCI:

Foreign currency forward contracts $ ( 13 ) $ — $ — $ ( 49 ) $ — $ —

2 unchanged sentences

Hedged items (1)

$ — $ — $ 34 $ — $ — $ 56

Derivatives designated as hedging instruments $ — $ — $ ( 22 ) $ — $ — $ ( 30 )

Three months ended March 31, 2025

Product sales Other income, net Interest expense, net

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

10 unchanged sentences

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

As of March 31, 2026, the amount of net losses on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was $ 114 million.

As of June 30, 2026, the amount of net loss 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 $ 57 million.

Derivatives not designated as hedges

1 unchanged sentence

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

As of March 31, 2026 and December 31, 2025, the total notional amounts of these foreign currency forward contracts were $ 584 million and $ 240 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, 2026 and 2025.

As of June 30, 2026 and December 31, 2025, the total notional amounts of these foreign currency forward contracts were $ 653 million and $ 240 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, 2026 and 2025.

Fair values of derivatives

1 unchanged sentence

Derivative assets Derivative liabilities

March 31, 2026 Condensed Consolidated

June 30, 2026 Condensed Consolidated

Balance Sheets locations Fair values Condensed Consolidated

24 unchanged sentences

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

Our derivative contracts that were in liability positions as of March 31, 2026, 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, 2026, 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.

1 unchanged sentence

In addition, our derivative contracts are not subject to any type of master netting arrangement, and amounts due either to or from a counterparty under the contracts may be offset against other amounts due either to or from the same counterparty only if an event of default or termination, as defined, were to occur.

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

Contingencies and commitments

4 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, 2025;

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, 2026.

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.

3 unchanged sentences

Further, certain of the matters pending against us are at earlier stages of the legal process, which in complex proceedings of the sort we face often extend for several years, and have not progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate.

Accordingly, except for amounts accrued, in each of the matters described in this filing in which we could incur a liability, our opponents seek an award of a not-

yet-estimable amount of damages or an amount that is not material.

Accordingly, except for amounts accrued, in each of the matters described in this filing in which we could incur a liability, our opponents seek an award of a not-yet-estimable amount of damages or an amount that is not material.

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

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

Repatha Patent Litigation

In March 2026, Sanofi SA, Regeneron Pharmaceuticals, Inc.

(Regeneron) and Amgen entered into a settlement agreement that resolved the following Repatha patent litigations, as detailed below.

As a result of the settlement between the parties, the following legal actions in Germany have been withdrawn:

actions filed by Sanofi-Aventis Deutschland GmbH and Regeneron in the Regional Court of Munich seeking damages arising from the provisional enforcement of an injunction based on Amgen’s European Patent No.

2,215,124 (the EP’124 Patent) against PRALUENT ® ;

the action filed by Sanofi Biotechnology SAS against Amgen GmbH and Amgen (Europe) B.V.

in the Regional Court of Dusseldorf alleging that the marketing and sale of Repatha infringes Regeneron’s European Patent No.

2,756,004 (the EP’004 Patent);

and Amgen GmbH’s nullity action filed in the German Federal Patent Court seeking invalidation of Regeneron’s EP’004 Patent.

These withdrawals bring an end to these actions concerning the EP’124 and EP’004 patents.

Unified Patent Court of the European Union (UPC)

Actions concerning Amgen’s European Patent No.

3,666,797 (the EP’797 Patent)

As a result of the settlement between the parties, Sanofi-Aventis Deutschland GmbH, Sanofi-Aventis Groupe S.A., Sanofi Winthrop Industrie S.A.

(collectively, Sanofi-Aventis) withdrew its application for rehearing of the decision of the Court of Appeals of the UPC upholding the validity of the EP’797 Patent, and Amgen withdrew its case in the Munich Local Division of the UPC alleging that PRALUENT infringes Amgen’s EP’797 Patent.

These withdrawals bring these actions concerning Amgen’s EP’797 Patent to an end.

Actions concerning Regeneron’s European Patent No.

3,536,712 (the EP’712 Patent)

As a result of the settlement between the parties, Sanofi Biotechnologies SAS (Sanofi Biotechnologies) and Regeneron withdrew their appeal against the decision of the Dusseldorf Local Division of the UPC finding the EP’712 Patent not infringed by Amgen, and Amgen withdrew its counterclaims for revocation of the EP’712 Patent, bringing these actions to an end.

Actions concerning Regeneron’s European Patent No.

4,252,857 (the EP’857 Patent)

As a result of settlement between the parties, Sanofi Biotechnologies and Regeneron withdrew their action in the UPC that alleged Amgen’s Repatha infringes the EP’857 Patent and Amgen withdrew its counterclaims for revocation, bringing an end to these actions.

European Patent Office (EPO)

Proceedings concerning Amgen’s EP’797 Patent

As a result of the settlement between the parties, Sanofi and Regeneron withdrew their oppositions against the EP’797 Patent on March 9, 2026.

On March 11, 2026, the Technical Board of Appeal cancelled the oral hearing that was scheduled to begin on April 13, 2026, and officially closed the opposition proceedings on March 12, 2026.

Sanofi and Regeneron also withdrew their oppositions against Amgen’s EP’797 Patent, bringing an end to these proceedings.

Proceedings concerning Regeneron’s EP’712 Patent

As a result of the settlement between the parties, Amgen withdrew its opposition against Regeneron’s EP’712 Patent, bringing an end to this proceeding.

Proceedings concerning Regeneron’s EP’857 Patent

As a result of the settlement between the parties, Amgen withdrew its opposition against Regeneron’s EP’857 Patent.

Despite the withdrawal of Amgen’s opposition, the EPO notified Regeneron on March 26, 2026 that it intends to proceed without Amgen’s participation.

As a result of the settlement between the parties, Regeneron withdrew its invalidity trials against Amgen’s patent rights to PCSK9 antibodies in Japan, and Amgen withdrew its damages cases against Sanofi K.K.

for infringement of Amgen’s patent rights to PCSK9 antibodies in Japan, bringing an end to these actions.

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

Shanghai Henlius Biotech Inc.

The parties entered into a settlement agreement that resolves the patent litigation related to the accused denosumab biosimilar products in the United States.

District Court for the District of New Jersey (New Jersey District Court) entered a Consent Order and Judgment on March 31, 2026, finding the claims of Amgen’s U.S.

patents asserted against the Shanghai Henlius Biotech Inc., Shanghai Henlius Biologics Co., Ltd, Organon LLC and Organon & Co.

valid, enforceable and infringed by the accused denosumab biosimilar products in the United States.

Upon entry of the Consent Order and Judgment, all remaining claims and counterclaims were dismissed with prejudice.

Amneal Pharmaceuticals, Inc.

Reddy’s Laboratories Ltd., et al.;

and Amgen Inc.

v Alkem Laboratories Ltd., et al.

On February 26, 2026, Amgen responded to Alkem Laboratories Ltd., Ascend Laboratories, LLC, and Enzene Biosciences’ counterclaims.

A claim construction hearing will be scheduled after October 21, 2027, and the joint pretrial order is due August 28, 2028.

A trial date has not yet been set.

PAVBLU ® (aflibercept-ayyh) Patent Litigation

2 unchanged sentences

(action filed January 10, 2024) (the 2024 Action)

On March 6, 2026, Regeneron filed a Notice Regarding Case Narrowing in which it identified six patents (including U.S.

12,331,099 (the ’099 Patent) asserted in the 2025 Action described below) on which it intends to proceed against Amgen with respect to the 2 mg aflibercept product that is the subject of the multi-district proceeding, and requested dismissal with prejudice of its claims with respect to the fourteen patents asserted against Amgen in Regeneron’s complaint filed on January 10, 2024, as amended (the 2024 Complaint).

On April 8, 2026, the U.S.

District Court for the Northern District of West Virginia (the West Virginia District Court) granted Regeneron’s request to dismiss.

On April 16, 2026, by stipulation of the parties, the West Virginia District Court dismissed without prejudice Amgen’s counterclaims and defenses with respect to the fourteen patents that had been dismissed from the case.

On March 9, 2026, Amgen responded to Regeneron’s 2024 Complaint, denying infringement and asserting counterclaims seeking declaratory judgment that the asserted patents are not infringed, invalid, and/or unenforceable, and counterclaims for Sherman Act (15 U.S.C.

§ 2) monopolization and attempted monopolization through Walker Process fraud, and unlawful and unfair practices under the California Unfair Competition Law.

By its counterclaims, Amgen seeks, among other remedies, damages and an injunction against the conduct of Regeneron.

On March 23, 2026, Amgen filed a motion in the West Virginia District Court for a suggestion of remand to the U.S.

District Court for the Central District of California of both the 2024 Action and the 2025 Action, which motion Regeneron opposes.

On April 20, 2026, Regeneron filed a motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims pleaded in response to Regeneron’s 2024 Complaint, including the counterclaims for Sherman Act monopolization and attempted monopolization, and the counterclaim for unlawful and unfair practices under the California Unfair Competition Law.

A hearing on Amgen’s motion for a suggestion of remand was held on May 27, 2026.

On May 26, 2026, Amgen filed its opposition brief to Regeneron Pharmaceuticals, Inc.’s (Regeneron) motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims pleaded in response to Regeneron’s complaint that was filed in January 2024 (the 2024 Complaint), and on June 24, 2026, Regeneron filed its reply brief.

Regeneron Pharmaceuticals, Inc.

(action filed June 17, 2025) (the 2025 Action)

On April 7, 2026, a hearing was held on Regeneron’s motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims to Regeneron’s complaint in this matter, including the counterclaim seeking a declaratory judgment that the ’099 Patent is unenforceable, the counterclaims for Sherman Act monopolization and attempted monopolization, and the counterclaim for unlawful and unfair practices under the California Unfair Competition Law.

On February 6, 2026, Regeneron, Bayer Healthcare LLC, Bayer Consumer Care AG, and Bayer (South East Asia) Pte.

filed a lawsuit against Amgen Singapore Manufacturing Pte.

(Amgen Singapore, a wholly-owned subsidiary of Amgen) in the High Court of the Republic of Singapore (the Singapore Court), asserting infringement of three Singapore patents based on Amgen’s manufacture of aflibercept in Singapore.

By its statement of claim, the claimants seek, among other remedies, an injunction prohibiting the use of the processes claimed in the asserted patents before the expiration of each of the patents found to be infringed.

Amgen responded to the statement of claim on March 20, 2026, denying infringement and

asserting a counterclaim seeking revocation of the asserted patents.

The claimants responded to Amgen’s counterclaim on April 22, 2026.

On July 7, 2026, the U.S.

District Court for the Northern District of West Virginia granted in part and denied in part Regeneron’s motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims.

The court’s ruling (1) dismissed with prejudice the following Amgen defenses and counterclaims:

the inequitable conduct defense, the counterclaim seeking a declaratory judgment that U.S.

12,331,099 (the ’099 Patent) is unenforceable, the counterclaims for Sherman Act monopolization and attempted monopolization as to the allegations relating to the ’099 Patent, the counterclaim for unlawful and unfair practices under the California Unfair Competition Law as to the allegations relating to the ’099 Patent, the patent misuse defense and counterclaim, and the unclean hands defense;

(2) dismissed without prejudice Amgen’s counterclaims for Sherman Act monopolization and attempted monopolization as to the allegations relating to certain

patents asserted in the 2024 Action and its counterclaim for unlawful and unfair practices under the California Unfair Competition Law as to the allegations relating to certain patents asserted in the 2024 Action;

and (3) denied Regeneron’s motion with respect to Amgen’s prosecution laches defense and counterclaim.

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

Onyx Therapeutics, Inc.

Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited.

District Court for the District of Delaware scheduled a claim construction hearing for September 2, 2026 and scheduled the trial to begin on July 28, 2027.

Onyx Therapeutics, Inc.

Hetero USA Inc.

On March 24, 2026, 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 (Delaware District Court) against Hetero USA Inc., Hetero Labs Limited, and Hetero Labs Limited Unit-VI (collectively, Hetero), asserting infringement of U.S.

7,737,112 (the ’112 Patent) based on Hetero’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 Hetero’s application effective no earlier than the expiration of the ’112 Patent.

On May 4, 2026, Onyx and Hetero entered a joint stipulation in which Hetero agreed that the asserted claims of U.S.

7,737,112 (the ’112 Patent) are valid and enforceable, and that the filing of its ANDA infringed and the making, using, offering to sell, selling, or importing of its proposed ANDA product will infringe the asserted claims.

On the same day, pursuant to the parties’ joint stipulation, the U.S.

District Court for the District of Delaware entered an order enjoining Hetero from infringing the asserted claims until the expiration, or delisting from the Orange Book, of the ’112 Patent, except as, and to the extent, specifically authorized by Onyx in writing, and dismissed the action.

TAVNEOS ® (avacopan) Abbreviated New Drug Application (ANDA) Patent Litigation

ChemoCentryx, Inc.

Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Global FZE, and Zydus Lifesciences Limited

On April 27, 2026, the Zydus defendants responded to the complaint, asserting counterclaims for declaratory judgment of non-infringement and invalidity of U.S.

11,951,214 and 11,603,356 and raising affirmative defenses.

Antitrust Class Action

Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Global FZE, and Zydus Lifesciences Limited (collectively, Zydus);

ChemoCentryx, Inc.

Annora Pharma Private Limited, Hetero USA Inc., and Hetero Labs Limited (collectively, Annora)

On May 18, 2026, ChemoCentryx responded to Zydus’ counterclaims and asserted its affirmative defenses.

On May 21, 2026, the U.S.

District Court for the District of New Jersey entered an order consolidating the cases against Zydus and Annora for all purposes, including discovery, case management, and trial.

Antitrust Class Actions

CareFirst of Maryland Antitrust Class Action

On March 18, 2026, the U.S.

District Court for the Eastern District of Virginia (District Court for the Eastern District of Virginia) granted Amgen’s motion and certified its order on the motion to dismiss for interlocutory review by the U.S.

Court of Appeals for the Fourth Circuit (Fourth Circuit Court of Appeals).

On March 27, 2026, Amgen filed its petition for permission for interlocutory review with the Fourth Circuit Court of Appeals, which was granted on April 20, 2026.

On April 1, 2026, Amgen filed a motion in the District Court for the Eastern District of Virginia seeking to stay the case while the interlocutory review process remains pending.

CareFirst’s opposition to the motion to stay was filed on April 15, 2026, and Amgen’s reply was filed on April 21, 2026.

Antitrust Action

On February 17, 2026, the District Court for the Eastern District of Virginia granted Amgen’s motion to dismiss, dismissing Sandoz Inc.’s (Sandoz) federal antitrust claim with prejudice on the ground that it was a compulsory counterclaim that Sandoz was required to have brought in the prior patent case before the New Jersey District Court, and dismissing Sandoz’s state law claims without prejudice by declining to exercise supplemental jurisdiction over those claims.

On March 13, 2026, Sandoz filed a notice of appeal to the Fourth Circuit Court of Appeals.

Other Similar Antitrust Actions

On February 26, 2026, Amgen filed its reply to Centene’s opposition to Amgen’s demurrer.

On April 24, 2026, a hearing on Amgen’s demurrers to the Centene, Humana and Molina complaints was held.

On June 8, 2026, Amgen filed its opening brief with the U.S.

Court of Appeals for the Fourth Circuit.

On June 10, 2026, the U.S.

District Court for the Eastern District of Virginia granted Amgen’s motion to stay the case pending the outcome of the appeal.

Tax Litigation and Related Matters

4 unchanged sentences

149 Pension Fund)

On April 23, 2026, Amgen filed its non-opposition to plaintiff’s motion for class certification.

The parties have reached an agreement to settle this matter, subject to approval by the U.S.

District Court for the Southern District of New York (Southern District Court of New York).

On July 20, 2026, the plaintiffs filed a motion for preliminary class settlement approval with the Southern District Court of New York.

ChemoCentryx, Inc.

Securities Matters

On March 13, 2026, the lead plaintiff filed an unopposed motion for preliminary approval of the settlement between the parties.

A hearing on that motion is scheduled for May 21, 2026.

On May 15, 2026 the lead plaintiff filed a revised stipulation of settlement.

On June 12, 2026, the U.S.

District Court for the Northern District of California entered an order granting preliminary approval of the settlement, setting September 21, 2026 as the deadline for objections to the settlement and to opt into the class.

A hearing for final approval of the settlement is scheduled for October 29, 2026.

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