FULLTEXT DEL 1 AV 2

10-Q – 2026-05-01 – amgn-20260331.htm

Dokumentindex · Nästa del

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  10-Q
(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37702
Amgen Inc.
(Exact name of registrant as specified in its charter)

Delaware   95-3540776
(State or other jurisdiction of
incorporation or organization)   (I.R.S. Employer
Identification No.)

One Amgen Center Drive   91320-1799
Thousand Oaks
California
(Address of principal executive offices)   (Zip Code)

( 805 ) 447-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.0001 par value AMGN The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes   ☑  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes   ☑  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No  ☑
As of April 27, 2026, the registrant had 539,708,274 shares of common stock, $0.0001 par value, outstanding.

AMGEN INC.
INDEX

    Page No.
DEFINED TERMS AND PRODUCTS
ii

PART I—FINANCIAL INFORMATION
1

Item 1. FINANCIAL STATEMENTS
1

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
2

CONDENSED CONSOLIDATED BALANCE SHEETS
3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
29

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
43

Item 4. CONTROLS AND PROCEDURES
44

PART II—OTHER INFORMATION
45

Item 1. LEGAL PROCEEDINGS
45

Item 1A. RISK FACTORS
45

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
57

Item 5. OTHER INFORMATION
57

Item 6. EXHIBITS
57

INDEX TO EXHIBITS
58

SIGNATURES
64

i

Defined Terms and Products
Defined terms
We use several terms in this Form 10-Q, including but not limited to those that are finance, regulation and disease-state related, as well as names of other companies, which are provided below.

Term Description
2017 Tax Act Tax Cuts and Jobs Act of 2017
340B Program Federal 340B Drug Pricing Program
AAV anti-neutrophil cytoplasmic autoantibody (ANCA)-associated vasculitis
AOCI accumulated other comprehensive income (loss)

AstraZeneca AstraZeneca plc

BeOne BeOne Medicines Ltd. (formerly BeiGene, Ltd.)

CDER FDA’s Center for Drug Evaluation and Research
ChemoCentryx ChemoCentryx, Inc.
CMS Centers for Medicare & Medicaid Services

DILI drug-induced liver injury
DSC Drug Safety Communication
EMA European Medicines Agency

EPS earnings per share

EU European Union
FDA U.S. Food and Drug Administration
Fitch Fitch Ratings, Inc.

GAAP U.S. generally accepted accounting principles

HHS U.S. Department of Health and Human Services
Horizon Horizon Therapeutics plc
IPR&D in-process research and development
IRA Inflation Reduction Act of 2022
IRS Internal Revenue Service

July MFN Letter Letter dated July 31, 2025, by the Administration to certain pharmaceutical manufacturers, including Amgen

Later-Stage Clinical Programs R&D expenses incurred in or related to phase 2 and phase 3 clinical programs intended to result in registration of a new product or a new indication for an existing product primarily in the United States or the EU

MD&A management’s discussion and analysis
MFN Most-Favored-Nations
MFN EO Most-Favored-Nations Prescription Drug Pricing Executive Order
Moody’s Moody’s Investors Service, Inc.

NIH National Institutes of Health
OB3 P.L. 119-21, commonly known as The One Big Beautiful Bill Act signed into law on July 4, 2025
OECD Organisation for Economic Co-operation and Development
PBM pharmacy benefit manager
PDAB Prescription Drug Affordability Board
R&D research and development
RANKL receptor activator of nuclear factor kappa-B ligand
RAR Revenue Agent Report

ROW rest of world
S&P Standard & Poor’s Financial Services LLC
SEC U.S. Securities and Exchange Commission
SG&A selling, general and administrative
SOFR Secured Overnight Financing Rate

U.S. Treasury U.S. Department of the Treasury
UTB unrecognized tax benefit
VBDS vanishing bile duct syndrome

ii

Products
The brand names of our products, our delivery devices and certain of our product candidates and their associated generic names are provided below.

Term Description
ACTIMMUNE ACTIMMUNE ® (interferon gamma-1b)

Aimovig Aimovig ® (erenumab-aooe)

AMJEVITA/AMGEVITA AMJEVITA ® (adalimumab-atto)/AMGEVITA ™ (adalimumab)

Aranesp Aranesp ® (darbepoetin alfa)

AVSOLA AVSOLA ® (infliximab-axxq)

BKEMV/BEKEMV BKEMV ® (eculizumab-aeeb)/BEKEMV ™ (eculizumab)

BLINCYTO BLINCYTO ® (blinatumomab)

BUPHENYL BUPHENYL ® (sodium phenylbutyrate)

Corlanor Corlanor ® (ivabradine)

ENBREL Enbrel ® (etanercept)

EPOGEN EPOGEN ® (epoetin alfa)

EVENITY EVENITY ® (romosozumab-aqqg)

IMDELLTRA/IMDYLLTRA IMDELLTRA ® (tarlatamab-dlle)/IMDYLLTRA ™ (tarlatamab)

IMLYGIC IMLYGIC ® (talimogene laherparepvec)

KANJINTI KANJINTI ® (trastuzumab-anns)

KRYSTEXXA KRYSTEXXA ® (pegloticase)

KYPROLIS KYPROLIS ® (carfilzomib)

LUMAKRAS/LUMYKRAS LUMAKRAS ® /LUMYKRAS ™ (sotorasib)

MariTide
Maridebart cafraglutide (MariTide ™ )

MVASI MVASI ® (bevacizumab-awwb)

Neulasta Neulasta ® (pegfilgrastim)

NEUPOGEN NEUPOGEN ® (filgrastim)

Nplate Nplate ® (romiplostim)

Otezla Otezla ® (apremilast)

Parsabiv Parsabiv ® (etelcalcetide)

PAVBLU PAVBLU ® (aflibercept-ayyh)

PENNSAID PENNSAID ® (diclofenac sodium topical solution) 2%

PROCYSBI PROCYSBI ® (cysteamine bitartrate)

Prolia Prolia ® (denosumab)

QUINSAIR QUINSAIR ® (levofloxacin)

RAVICTI RAVICTI ® (glycerol phenylbutyrate)

RAYOS RAYOS ® (prednisone)

Repatha Repatha ® (evolocumab)

RIABNI RIABNI ® (rituximab-arrx)

Sensipar/Mimpara Sensipar ® /Mimpara ™ (cinacalcet)

TAVNEOS TAVNEOS ® (avacopan)

TEPEZZA TEPEZZA ® (teprotumumab-trbw)

TEZSPIRE TEZSPIRE ® (tezepelumab-ekko)

UPLIZNA UPLIZNA ® (inebilizumab-cdon)

Vectibix Vectibix ® (panitumumab)

WEZLANA/WEZENLA WEZLANA ® (ustekinumab-auub)/WEZENLA ™ (ustekinumab)

XGEVA XGEVA ® (denosumab)

iii

PART I—FINANCIAL INFORMATION  

Item 1. FINANCIAL STATEMENTS

AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share data)
(Unaudited)

  Three months ended
March 31,
  2026 2025
Revenues:
Product sales $ 8,218   $ 7,873  
Other revenues 400   276  
Total revenues 8,618   8,149  

Operating expenses:
Cost of sales 2,744   2,968  
Research and development 1,719   1,486  

Selling, general and administrative 1,602   1,687  
Other ( 113 ) 830  
Total operating expenses 5,952   6,971  

Operating income 2,666   1,178  

Other income (expense):
Interest expense, net ( 657 ) ( 723 )
Other income, net 75   1,518  

Income before income taxes 2,084   1,973  

Provision for income taxes 265   243  

Net income $ 1,819   $ 1,730  

Earnings per share:
Basic $ 3.37   $ 3.22  
Diluted $ 3.34   $ 3.20  

Weighted-average shares used in calculation of earnings per share:
Basic 540   538
Diluted 544   541  

See accompanying notes.
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AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)

Three months ended
March 31,
  2026 2025
Net income $ 1,819   $ 1,730  
Other comprehensive income (loss), net of reclassification adjustments and taxes:
(Losses) gains on foreign currency translation adjustments ( 5 ) 57  
Gains (losses) on cash flow hedges 77   ( 223 )

Other ( 4 ) 1  
Other comprehensive income (loss), net of reclassification adjustments and taxes 68   ( 165 )
Comprehensive income $ 1,887   $ 1,565  

See accompanying notes.    
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AMGEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per-share data)

March 31, 2026 December 31, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,038   $ 9,129  

Trade receivables, net 9,138   9,570  
Inventories 6,186   6,225  
Other current assets 4,113   4,133  
Total current assets 31,475   29,057  

Property, plant and equipment, net 8,216   7,913  
Intangible assets, net 21,379   22,276  
Goodwill 18,674   18,680  
Other noncurrent assets 12,760   12,660  
Total assets $ 92,504   $ 90,586  

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 2,935   $ 2,367  
Accrued liabilities 16,583   18,523  
Current portion of long-term debt 5,437   4,599  
Total current liabilities 24,955   25,489  

Long-term debt 51,886   50,005  
Long-term deferred tax liabilities 1,344   1,366  
Long-term tax liabilities 2,764   2,690  
Other noncurrent liabilities 2,365   2,378  

Contingencies and commitments (see Note 13)

Stockholders’ equity:
Common stock and additional paid-in capital; $ 0.0001 par value; 2,750.0 shares authorized; outstanding— 539.7 shares in 2026 and 538.8 shares in 2025
34,030   34,023  
Accumulated deficit ( 24,650 ) ( 25,107 )
Accumulated other comprehensive loss ( 190 ) ( 258 )
Total stockholders’ equity 9,190   8,658  
Total liabilities and stockholders’ equity $ 92,504   $ 90,586  

See accompanying notes.
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AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per-share data)
(Unaudited)

Three months ended March 31, 2026
Number
of shares
of common
stock Common
stock and
additional
paid-in capital Accumulated
deficit Accumulated
other
comprehensive loss Total
Balance as of December 31, 2025 538.8   $ 34,023   $ ( 25,107 ) $ ( 258 ) $ 8,658  

Net income —  —  1,819   —  1,819  
Other comprehensive income, net of taxes —  —  —  68   68  
Dividends declared on common stock ($ 2.52 per share)
—  —  ( 1,362 ) —  ( 1,362 )
Issuance of common stock in connection with equity award programs
0.9   40   —  —  40  
Stock-based compensation expense —  75   —  —  75  
Tax impact related to employee stock-based compensation expense
—  ( 108 ) —  —  ( 108 )

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

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

Net income —  —  1,730   —  1,730  
Other comprehensive loss, net of taxes —  —  —  ( 165 ) ( 165 )
Dividends declared on common stock ($ 2.38 per share)
—  —  ( 1,280 ) —  ( 1,280 )
Issuance of common stock in connection with equity award programs
0.8   42   —  —  42  
Stock-based compensation expense —  85   —  —  85  
Tax impact related to employee stock-based compensation expense
—  ( 82 ) —  —  ( 82 )

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

See accompanying notes.
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AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

  Three months ended
March 31,
  2026 2025
Cash flows from operating activities:
Net income $ 1,819   $ 1,730  
Noncash adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other 1,116   1,387  
Impairment of intangible assets —   800  
Stock-based compensation expense 75   85  
Deferred income taxes ( 176 ) ( 250 )

Loss (gain) on equity securities 143   ( 1,295 )
Other items, net ( 67 ) ( 50 )
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables, net 413   ( 1,308 )
Inventories 18   288  
Other assets 8   ( 201 )
Accounts payable 571   497  
Accrued income taxes, net 71   104  
Long-term tax liabilities 71   70  
Accrued liabilities ( 959 ) ( 874 )
Accrued sales incentives and allowance ( 839 ) 486  
Other liabilities ( 75 ) ( 78 )
Net cash provided by operating activities 2,189   1,391  
Cash flows from investing activities:

Purchases of property, plant and equipment ( 712 ) ( 411 )

Other ( 4 ) ( 36 )
Net cash used in investing activities ( 716 ) ( 447 )
Cash flows from financing activities:
Net proceeds from issuance of debt 3,964   —  
Extinguishment of debt ( 233 ) ( 301 )
Repayment of debt ( 833 ) ( 2,500 )

Dividends paid ( 1,358 ) ( 1,279 )
Other ( 104 ) ( 27 )
Net cash provided by (used in) financing activities 1,436   ( 4,107 )
Increase (decrease) in cash and cash equivalents 2,909   ( 3,163 )
Cash and cash equivalents at beginning of period 9,129   11,973  
Cash and cash equivalents at end of period $ 12,038   $ 8,810  

See accompanying notes.
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AMGEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(Unaudited)

1. Summary of significant accounting policies
Business
Amgen Inc. (including its consolidated subsidiaries, referred to as “Amgen,” “the Company,” “we,” “our” or “us”) is a global biotechnology pioneer that discovers, develops, manufactures and delivers innovative human therapeutics. We operate our business in one operating segment: human therapeutics. See Note 2, Segment and other information.
Basis of presentation
The interim unaudited financial information for the three 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. 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.
Principles of consolidation
The condensed consolidated financial statements include the accounts of Amgen and its majority-owned subsidiaries. In determining whether we are the primary beneficiary of a variable interest entity, we consider whether we have both the power to direct activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. We do not have any significant interests in any variable interest entities of which we are the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior periods in the condensed consolidated financial statements and accompanying notes to conform with the current presentation.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
Property, plant and equipment, net
Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $ 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.
Recent accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may
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apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

2. Segment and other information
We operate our business in one operating segment, which also represents one reportable segment: human therapeutics. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting.
The human therapeutics segment is engaged in the discovery, development, manufacturing and delivery of innovative medicines to fight some of the world’s toughest diseases. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (CODM). The CODM manages and allocates resources on a consolidated basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CODM for purposes of evaluating performance and allocating resources, which is reviewed on a consolidated basis.
As the Company’s CODM evaluates the financial performance of the Company’s human therapeutics segment on a consolidated basis, the measure of segment performance is net income, as reflected in the Condensed Consolidated Statements of Income. The CODM uses net income to allocate resources on a consolidated basis, which enables the CODM to both assess the overall level of resources available and optimize the distribution of resources across functions, therapeutic areas, regions and R&D programs in line with our long-term corporate-wide strategic goals. In addition, the CODM may also evaluate financial performance based on net income adjusted for certain items that are unusual and non-recurring. As the Company manages its assets on a consolidated basis, the measure of segment assets is total assets, as reflected in the Condensed Consolidated Balance Sheets. See Note 6, Investments, for further information regarding equity method investments, and Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows for further information regarding capital expenditures.
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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):

Three months ended
March 31,
2026 2025
Revenues:
Product sales $ 8,218   $ 7,873  
Other revenues 400   276  
Total revenues 8,618   8,149  

Less:
Manufacturing cost of sales (1)(2)
2,180   2,528  
Profit share and royalties in cost of sales (1)
564   440  
Research and development (1)
1,719   1,486  
Sales and marketing (1)
1,134   1,066  
General and administrative (1)
468   621  
Other segment items (3)
( 87 ) ( 562 )

Interest income
( 101 ) ( 126 )
Interest expense, net 657   723  
Provision for income taxes
265   243  
Segment net income 1,819   1,730  
Reconciliation of profit or loss:

Adjustments and reconciling items —   —  
Consolidated net income $ 1,819   $ 1,730  

____________
(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. 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).
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3. Revenues
We operate our business in one operating segment, which also represents one reportable segment: human therapeutics. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Revenues by product and by geographic area, based on customers’ locations, are presented below. A substantial portion of ROW product sales relates to products sold in Europe.
Revenues were as follows (in millions):

Three months ended March 31,
2026 2025
U.S. ROW Total U.S. ROW Total
Repatha $ 465   $ 411   $ 876   $ 343   $ 313   $ 656  
Prolia 461   266   727   720   379   1,099  
EVENITY 431   131   562   320   122   442  
TEPEZZA 424   66   490   365   16   381  
Otezla 352   79   431   343   94   437  
BLINCYTO 221   194   415   273   97   370  
Nplate 283   129   412   201   112   313  
XGEVA 228   183   411   360   206   566  
TEZSPIRE (1)
343   —   343   285   —   285  
KYPROLIS 218   112   330   216   108   324  
ENBREL 314   6   320   504   6   510  
Aranesp 77   234   311   91   249   340  
Vectibix 136   151   287   135   132   267  
UPLIZNA 246   16   262   82   9   91  
IMDELLTRA/IMDYLLTRA 188   70   258   79   2   81  
KRYSTEXXA 255   —   255   236   —   236  
Other products (2)
1,131   397   1,528   1,109   366   1,475  
Total product sales (3)
$ 5,773   $ 2,445   8,218   $ 5,662   $ 2,211   7,873  
Other revenues 400   276  
Total revenues $ 8,618   $ 8,149  

_______
(1)     TEZSPIRE is marketed by our collaborator AstraZeneca outside the United States.
(2)     Consists of product sales of our non-principal products.
(3)     Hedging gains and losses, which are included in product sales, were not material for the three months ended March 31, 2026 and 2025.

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4. Income taxes
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). The effective tax rates differ from the federal statutory rate primarily due to the impact of the jurisdictional mix of income and expenses. Substantially all of the benefit to our effective tax rate from foreign earnings results from locations in which the Company has significant manufacturing operations, including Singapore, Ireland and Puerto Rico, a territory of the United States that is treated as a foreign jurisdiction for U.S. tax purposes. Our operations in Puerto Rico are subject to tax incentive grants through 2050 and the Company’s operations in Singapore are subject to a tax incentive grant through 2036. Effective January 1, 2024, selected individual countries, including the United Kingdom and EU member countries, have enacted the global minimum tax agreement. Additional countries, including Singapore, enacted the minimum tax agreement effective January 1, 2025. Singapore’s enactment of the agreement applies irrespective of the Company’s incentive grant. Due to the currently enacted scope of the agreement, the Company and its subsidiaries are now subject to a 15% minimum tax rate on adjusted financial statement income. Our foreign earnings are also subject to U.S. tax at a reduced rate of 12.6%, as of January 1, 2026.
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, including the tax rate changes on foreign earnings noted above. The legislation has multiple effective dates, with most provisions effective as of January 1, 2026.
One or more of our legal entities file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. Our income tax returns are routinely examined by tax authorities in those jurisdictions. Significant disputes can arise and have arisen with tax authorities involving issues regarding the timing and amount of deductions, the use of tax credits and allocations of income and expenses among various tax jurisdictions because of differing interpretations of tax laws, regulations and relevant facts. Tax authorities, including the IRS, are becoming more aggressive and are particularly focused on such matters.
In 2017, we received an RAR and a modified RAR from the IRS for the years 2010–2012, proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico. We disagreed with the proposed adjustments and calculations, and in 2021, we filed a petition in the U.S. Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012. The Notices seek to increase our U.S. taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $ 3.6  billion, plus interest. Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $ 900  million of repatriation tax previously accrued and paid on our foreign earnings.
In 2020, we received an RAR and a modified RAR from the IRS for the years 2013–2015, also proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico similar to those proposed for the years 2010–2012. We disagreed with the proposed adjustments and calculations, and in 2022, we filed a petition in the U.S. Tax Court to contest a Notice for the years 2013–2015. The Notice seeks to increase our U.S. taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $ 5.1  billion, plus interest, and asserts penalties of approximately $ 2.0  billion. Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $ 2.2  billion of repatriation tax previously accrued and paid on our foreign earnings.
We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit. We continue to contest the 2010–2012 and 2013–2015 Notices through the judicial process. The two cases were consolidated in the U.S. Tax Court in 2022. The trial began on November 4, 2024 and concluded on January 17, 2025. The parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025. The parties filed post-trial reply briefs on October 10, 2025. On March 16, 2026, the Court ordered supplemental closing briefs, which are due May 20, 2026. The Company expects a decision from the U.S. Tax Court no earlier than the second half of 2026.
We are currently under examination by the IRS for the years 2016–2018. In April 2026, we received a draft notice of proposed adjustment (NOPA) from the IRS for years 2016–2018, which is similar to the proposed adjustments for years 2010–2015 and relates primarily to the allocation of profits between certain of our entities in the United States and the U.S. 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
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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 addition, we are under examination by a number of state and foreign tax jurisdictions.
Final resolution of these complex matters is not likely within the next 12 months. We continue to believe our accrual for income tax liabilities is appropriate based on past experience, interpretations of tax law, application of the tax law to our facts and judgments about potential actions by tax authorities; however, due to the complexity of the provision for income taxes and uncertain resolution of these matters, the ultimate outcome of any tax matters may result in payments substantially greater than amounts accrued and could have a material adverse impact on our condensed consolidated financial statements.
During the three 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.

5. Earnings per share
The computation of basic EPS is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and dilutive potential common shares, which primarily include shares that may be issued under our stock option, restricted stock and performance unit award programs (collectively, dilutive securities), as determined by using the treasury stock method.
The computations for basic and diluted EPS were as follows (in millions, except per-share data):

  Three months ended
March 31,
  2026 2025
Income (Numerator):
Net income for basic and diluted EPS $ 1,819   $ 1,730  

Shares (Denominator):
Weighted-average shares for basic EPS 540   538  
Effect of dilutive securities 4   3  
Weighted-average shares for diluted EPS 544   541  

Basic earnings per share $ 3.37   $ 3.22  
Diluted earnings per share $ 3.34   $ 3.20  

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.

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

Types of securities as of March 31, 2026 Amortized
cost Gross
unrealized
gains Gross
unrealized
losses Fair
values

U.S. Treasury bills $ 996   $ —   $ —   $ 996  

Money market mutual funds 10,352   —   —   10,352  
Other short-term interest-bearing securities 131   —   —   131  
Total interest-bearing securities $ 11,479   $ —   $ —   $ 11,479  

Types of securities as of December 31, 2025 Amortized
cost Gross
unrealized
gains Gross
unrealized
losses Fair
values

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

Money market mutual funds 7,395   —   —   7,395  
Other short-term interest-bearing securities 132   —   —   132  
Total interest-bearing securities $ 8,525   $ —   $ —   $ 8,525  

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
Cash and cash equivalents $ 11,479   $ 8,525  

Total interest-bearing securities $ 11,479   $ 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. The cost of securities sold is based on the specific-identification method.
The primary objective of our investment portfolio is to maintain safety of principal, prudent levels of liquidity and acceptable levels of risk. Our investment policy limits interest-bearing security investments to certain types of debt and money market instruments issued by institutions with investment-grade credit ratings, and it places restrictions on maturities and concentration by asset class and issuer.
Equity securities
BeOne Medicines Ltd.
As of 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.
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.
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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. 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.
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. 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.

7. Inventories
Inventories consisted of the following (in millions):

March 31, 2026 December 31, 2025
Raw materials $ 1,048   $ 915  
Work in process 3,426   3,425  
Finished goods 1,712   1,885  
Total inventories $ 6,186   $ 6,225  

8. Goodwill and other intangible assets
Goodwill
The change in the carrying amount of goodwill was as follows (in millions):

Balance at December 31, 2025
$ 18,680  

Foreign currency translation adjustments
( 6 )
Balance at March 31, 2026
$ 18,674  

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

  March 31, 2026 December 31, 2025
  Gross
carrying
amounts Accumulated
amortization Other intangible
assets, net Gross
carrying
amounts Accumulated
amortization Other intangible
assets, net
Finite-lived intangible assets:
Developed-product-technology rights $ 47,798   $ ( 27,604 ) $ 20,194   $ 47,805   $ ( 26,754 ) $ 21,051  
Licensing rights 3,903   ( 3,540 ) 363   3,917   ( 3,522 ) 395  
Research and development technology rights 1,416   ( 1,304 ) 112   1,425   ( 1,305 ) 120  
Marketing-related rights 1,202   ( 1,202 ) —   1,203   ( 1,203 ) —  
Total finite-lived intangible assets 54,319   ( 33,650 ) 20,669   54,350   ( 32,784 ) 21,566  
Indefinite-lived intangible assets:
In-process research and development 710   —  710   710   —  710  
Total other intangible assets $ 55,029   $ ( 33,650 ) $ 21,379   $ 55,060   $ ( 32,784 ) $ 22,276  

Developed-product-technology rights consists of rights related to marketed products acquired in business combinations. Licensing rights primarily consists of contractual rights to receive future milestone, royalty and profit-sharing payments; capitalized payments to third parties for milestones related to regulatory approvals to commercialize products; and upfront payments associated with royalty obligations for marketed products. R&D technology rights pertains to technologies used in R&D that have alternative future uses. Marketing-related rights primarily consists of rights related to the sale and distribution of marketed products.
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. market. 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. 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. 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; 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.
In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027. The earlier than anticipated selection resulted in a decrease in the estimated future cash flows for the product in the United States. This selection represented a triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment. In the first quarter of 2025, the Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate, that resulted in an intangible asset fair value of $ 4.0  billion, which was lower than the carrying value of $ 4.8  billion, and a partial impairment of $ 800  million was recorded in Other operating expenses in the Condensed Consolidated Statements of Income. 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. 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.
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9. Financing arrangements
Our borrowings consisted of the following (in millions):

  March 31, 2026 December 31, 2025
2.00 % € 750 million notes due 2026 ( 2.00 % 2026 euro Notes)
$ —   $ 881  
2.60 % notes due 2026 ( 2.60 % 2026 Notes)
1,250   1,250  
Term loan due October 2026 1,800   1,800  
5.50 % £ 475 million notes due 2026 ( 5.50 % 2026 pound sterling Notes)
628   640  
2.20 % notes due 2027 ( 2.20 % 2027 Notes)
1,724   1,724  
3.20 % notes due 2027 ( 3.20 % 2027 Notes)
1,000   1,000  
5.15 % notes due 2028 ( 5.15 % 2028 Notes)
3,750   3,750  
1.65 % notes due 2028 ( 1.65 % 2028 Notes)
1,234   1,234  
3.00 % notes due 2029 ( 3.00 % 2029 Notes)
750   750  
4.05 % notes due 2029 ( 4.05 % 2029 Notes)
1,250   1,250  
4.00 % £ 700 million notes due 2029 ( 4.00 % 2029 pound sterling Notes)
926   944  
2.45 % notes due 2030 ( 2.45 % 2030 Notes)
1,250   1,250  
5.25 % notes due 2030 ( 5.25 % 2030 Notes)
2,750   2,750  
4.20 % notes due 2031 ( 4.20 % 2031 Notes)
1,000   —  
2.30 % notes due 2031 ( 2.30 % 2031 Notes)
1,250   1,250  
2.00 % notes due 2032 ( 2.00 % 2032 Notes)
987   987  
3.35 % notes due 2032 ( 3.35 % 2032 Notes)
1,000   1,000  
4.20 % notes due 2033 ( 4.20 % 2033 Notes)
750   750  
5.25 % notes due 2033 ( 5.25 % 2033 Notes)
4,250   4,250  
4.85 % notes due 2036 ( 4.85 % 2036 Notes)
1,750   —  
6.375 % notes due 2037 ( 6.375 % 2037 Notes)
478   478  
6.90 % notes due 2038 ( 6.90 % 2038 Notes)
254   254  
6.40 % notes due 2039 ( 6.40 % 2039 Notes)
333   333  
3.15 % notes due 2040 ( 3.15 % 2040 Notes)
1,478   1,478  
5.75 % notes due 2040 ( 5.75 % 2040 Notes)
373   373  
2.80 % notes due 2041 ( 2.80 % 2041 Notes)
543   568  
4.95 % notes due 2041 ( 4.95 % 2041 Notes)
600   600  
5.15 % notes due 2041 ( 5.15 % 2041 Notes)
729   729  
5.65 % notes due 2042 ( 5.65 % 2042 Notes)
415   415  
5.60 % notes due 2043 ( 5.60 % 2043 Notes)
2,750   2,750  
5.375 % notes due 2043 ( 5.375 % 2043 Notes)
185   185  
4.40 % notes due 2045 ( 4.40 % 2045 Notes)
2,250   2,250  
5.50 % notes due 2046 ( 5.50 % 2046 Notes)
500   —  
4.563 % notes due 2048 ( 4.563 % 2048 Notes)
1,415   1,415  
3.375 % notes due 2050 ( 3.375 % 2050 Notes)
1,269   1,462  
4.663 % notes due 2051 ( 4.663 % 2051 Notes)
3,541   3,541  
3.00 % notes due 2052 ( 3.00 % 2052 Notes)
598   703  
4.20 % notes due 2052 ( 4.20 % 2052 Notes)
882   882  
4.875 % notes due 2053 ( 4.875 % 2053 Notes)
1,000   1,000  
5.65 % notes due 2053 ( 5.65 % 2053 Notes)
4,250   4,250  
2.77 % notes due 2053 ( 2.77 % 2053 Notes)
940   940  
5.65 % notes due 2056 ( 5.65 % 2056 Notes)
750   —  
4.40 % notes due 2062 ( 4.40 % 2062 Notes)
1,128   1,128  

15

  March 31, 2026 December 31, 2025
5.75 % notes due 2063 ( 5.75 % 2063 Notes)
2,750   2,750  
Other notes due 2097 100   100  
Total principal amount of debt
58,810   56,044  
Unamortized bond discounts, premiums and issuance costs, net ( 1,329 ) ( 1,306 )
Fair value adjustments ( 183 ) ( 161 )
Other 25   27  
Total carrying value of debt 57,323   54,604  
Less current portion ( 5,437 ) ( 4,599 )
Total long-term debt $ 51,886   $ 50,005  

There are no material differences between the effective interest rates and coupon rates of our notes, except for the 4.563 % 2048 Notes, the 4.663 % 2051 Notes and the 2.77 % 2053 Notes, which have effective interest rates of 6.3 %, 5.6 % and 5.2 %, respectively.
The Term loan has an interest rate of three-month SOFR plus 1.225 %.
Debt 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.
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.
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.
Interest rate swap contracts
See Note 12, Derivative instruments, for a discussion of interest rate swap contracts related to certain of our notes.
Shelf registration statement and other facilities
In February 2026, we filed a shelf registration statement with the SEC that allows us to issue unspecified amounts of debt securities, common stock, preferred stock, warrants to purchase securities (including debt securities, common stock, preferred stock or depositary shares), rights to purchase common stock or preferred stock, securities purchase contracts, securities purchase units, and depositary shares. Under this shelf registration statement, all of the securities available for issuance may be offered from time to time with terms to be determined at the time of issuance. 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.
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10. 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.
Dividends
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.
Accumulated other comprehensive income (loss)
The components of AOCI were as follows (in millions):

Foreign
currency
translation adjustments
Cash flow
hedges Other AOCI
Balance as of December 31, 2025
$ ( 202 ) $ ( 90 ) $ 34   $ ( 258 )
Foreign currency translation adjustments ( 5 ) —   —   ( 5 )
Unrealized losses —   ( 15 ) —   ( 15 )
Reclassification adjustments into earnings
—   113   —   113  
Other —   —   ( 4 ) ( 4 )
Income taxes —   ( 21 ) —   ( 21 )
Balance as of March 31, 2026
$ ( 207 ) $ ( 13 ) $ 30   $ ( 190 )

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

Three months ended March 31, Condensed Consolidated
Statements of Income locations
Components of AOCI 2026 2025
Cash flow hedges:
Foreign currency forward contract (losses) gains $ ( 36 ) $ 56   Product sales
Cross-currency swap contract (losses) gains ( 77 ) 83   Other income, net

( 113 ) 139   Income before income taxes
24   ( 30 ) Provision for income taxes
$ ( 89 ) $ 109   Net income

11. Fair value measurement
To estimate the fair values of our financial assets and liabilities, we use valuation approaches within a hierarchy that maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing an asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the sources of inputs as follows:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
Level 2 — Valuations for which all significant inputs are observable either directly or indirectly—other than Level 1 inputs
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement

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The availability of observable inputs can vary among different types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.
The fair values of each major class of the Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in millions):

Quoted prices
in active markets 
for identical assets
(Level 1) Significant
other observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)

Fair value measurement as of March 31, 2026, using: Total
Assets:
Available-for-sale securities:

U.S. Treasury bills $ —   $ 996   $ —   $ 996  

Money market mutual funds 10,352   —   —   10,352  
Other short-term interest-bearing securities —   131   —   131  

Equity securities 6,008   —   —   6,008  
Derivatives:
Foreign currency forward contracts —   249   —   249  

Total assets $ 16,360   $ 1,376   $ —   $ 17,736  

Liabilities:
Derivatives:
Foreign currency forward contracts $ —   $ 136   $ —   $ 136  
Cross-currency swap contracts —   354   —   354  
Interest rate swap contracts —   302   —   302  

Contingent consideration obligations
—   —   173   173  
Total liabilities $ —   $ 792   $ 173   $ 965  

18

Quoted prices
in active markets 
for identical assets
(Level 1) Significant
other observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)

Fair value measurement as of December 31, 2025, using: Total
Assets:
Available-for-sale securities:

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

Money market mutual funds 7,395   —   —   7,395  
Other short-term interest-bearing securities —   132   —   132  

Equity securities 6,144   —   —   6,144  
Derivatives:
Foreign currency forward contracts —   196   —   196  
Cross-currency swap contracts —   48   —   48  

Total assets $ 13,539   $ 1,374   $ —   $ 14,913  

Liabilities:
Derivatives:
Foreign currency forward contracts $ —   $ 214   $ —   $ 214  
Cross-currency swap contracts —   320   —   320  
Interest rate swap contracts —   293   —   293  

Contingent consideration obligations
—   —   161   161  
Total liabilities $ —   $ 827   $ 161   $ 988  

Interest-bearing and equity securities
The fair values of our U.S. Treasury bills are determined by utilizing third-party pricing services, which obtain pricing data from active market makers and brokers. The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity 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.
Derivatives
All of our foreign currency forward contracts, cross-currency swap contracts and interest rate swap contracts are with counterparties that have minimum credit ratings of A– or equivalent by S&P, Moody’s or Fitch. We estimate the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that uses an income-based industry-standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs, as applicable, include foreign currency exchange rates, SOFR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads. Certain inputs, when applicable, are at commonly quoted intervals. See Note 12, Derivative instruments.
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. 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
19

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.
Summary of the fair values of other financial instruments
Cash equivalents
The fair values of cash equivalents are approximated at their carrying values due to the short-term nature of such financial instruments.
Borrowings
We estimate the fair values of our fixed-rate debt by using Level 2 inputs. As of 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. 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.

12. Derivative instruments
The Company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. To reduce our risks related to such exposures, we use or have used certain derivative instruments, including foreign currency forward, foreign currency option, cross-currency swap, forward interest rate and interest rate swap contracts. We have designated certain of our derivatives as cash flow and fair value hedges; we also have derivatives not designated as hedges. We do not use derivatives for speculative trading purposes.
Cash flow hedges
We are exposed to possible changes in the values of certain anticipated foreign currency cash flows resulting from changes in foreign currency exchange rates primarily associated with our euro-denominated international product sales. The foreign currency exchange rate fluctuation exposure associated with cash inflows from our international product sales is partially offset by corresponding cash outflows from our international operating expenses. To further reduce our exposure, we enter into foreign currency forward contracts to hedge a portion of our projected international product sales up to a maximum of three years into the future; and at any given point in time, a higher percentage of nearer-term projected product sales is being hedged than in successive periods.
As of 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. We have designated these foreign currency forward contracts, which are primarily euro and Japanese yen based, as cash flow hedges. Accordingly, we record the unrealized gains and losses on these contracts in AOCI in the Condensed Consolidated Balance Sheets, and we reclassify them to Product sales in the Condensed Consolidated Statements of Income in the same periods during which the hedged transactions affect earnings.
To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term debt denominated in foreign currencies, we enter into cross-currency swap contracts. Under the terms of such contracts, we paid euros and pounds sterling and received U.S. dollars for the notional amounts at the inception of the contracts; and based on these notional amounts, we exchange interest payments at fixed rates over the terms of the contracts by paying U.S. dollars and receiving euros and pounds sterling. In addition, we will pay U.S. dollars to and receive euros and pounds sterling from the counterparties at the maturities of the contracts for these same notional amounts. The terms of these contracts correspond to the related hedged debt, thereby effectively converting the interest payments and principal repayment on the debt from euros and pounds sterling to U.S. dollars. We have designated these cross-currency swap contracts as cash flow hedges. Accordingly, the unrealized gains and losses on these contracts are recorded in AOCI in the Condensed Consolidated Balance Sheets and reclassified to Other income, net, in the Condensed Consolidated Statements of Income in the same periods during which the hedged debt affects earnings.
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The notional amounts and interest rates of our cross-currency swaps as of March 31, 2026, were as follows (notional amounts in millions):

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

5.50 % 2026 pound sterling Notes
£ 475   5.5   % $ 747   6.0   %
4.00 % 2029 pound sterling Notes
£ 700   4.0   % $ 1,111   4.7   %

During the first quarter of 2026, our 2.00 % 2026 euro Notes matured and the related cross-currency swaps were settled.
In connection with the anticipated issuance of long-term fixed-rate debt, we occasionally enter into forward interest rate contracts in order to hedge the variability in cash flows due to changes in the applicable U.S. Treasury rate between the time we enter into these contracts and the time the related debt is issued. Gains and losses on forward interest rate contracts, which are designated as cash flow hedges, are recognized in AOCI in the 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.
Unrealized gains and losses recognized in AOCI for our derivative instruments designated as cash flow hedges were as follows (in millions):

  Three months ended
March 31,
Derivatives in cash flow hedging relationships 2026 2025
Foreign currency forward contracts $ 108   $ ( 212 )
Cross-currency swap contracts ( 83 ) 66  
Forward interest rate contracts ( 40 ) —  
Total unrealized losses $ ( 15 ) $ ( 146 )

Fair value hedges
To achieve a desired mix of fixed-rate and floating-rate debt, we enter into interest rate swap contracts that qualify for and are designated as fair value hedges. These interest rate swap contracts effectively convert fixed-rate coupons to floating-rate SOFR-based coupons over the terms of the related hedge contracts. As of 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.
For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk. If a hedging relationship involving an interest rate swap contract is terminated, the gain or loss realized on contract termination is recorded as an adjustment to the carrying value of the debt and amortized into Interest expense, net, over the remaining term of the previously hedged debt.
21

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

Carrying amounts of hedged liabilities (1)
Cumulative amounts of fair value hedging adjustments related to the carrying amounts of the hedged liabilities (2)

Condensed Consolidated Balance Sheets locations March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025
Current portion of long-term debt $ 1,277   $ 1,273   $ 27   $ 23  
Long-term debt $ 5,088   $ 5,112   $ ( 210 ) $ ( 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.
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
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income
$ 8,218   $ 75   $ ( 657 )
The effects of cash flow and fair value hedging:
Losses on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts $ ( 36 ) $ —  $ — 
Cross-currency swap contracts $ —  $ ( 77 ) $ — 

Gains (losses) on fair value hedging relationships—interest rate swap agreements:
Hedged items (1)
$ —  $ —  $ 22  
Derivatives designated as hedging instruments $ —  $ —  $ ( 8 )

Three months ended March 31, 2025
Product sales Other income, net Interest expense, net
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income
$ 7,873   $ 1,518   $ ( 723 )
The effects of cash flow and fair value hedging:
Gains on cash flow hedging relationships reclassified out of AOCI:
Foreign currency forward contracts $ 56   $ —  $ — 
Cross-currency swap contracts $ —  $ 83   $ — 
(Losses) gains on fair value hedging relationships—interest rate swap agreements:
Hedged items (1)
$ —  $ —  $ ( 96 )
Derivatives designated as hedging instruments $ —  $ —  $ 112  

__________
(1)     Gains (losses) on hedged items do not exactly offset losses (gains) on the related designated hedging instruments due to amortization of the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged debt for discontinued hedging relationships and the recognition of gains on terminated hedges when the corresponding hedged item was paid down in the period.
22

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.
Derivatives not designated as hedges
To reduce our exposure to foreign currency fluctuations in certain assets and liabilities denominated in foreign currencies, we enter into foreign currency forward contracts that are not designated as hedging transactions. Most of these exposures are hedged on a month-to-month basis. As of 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.
Fair values of derivatives
The fair values of derivatives included in the Condensed Consolidated Balance Sheets were as follows (in millions):

  Derivative assets Derivative liabilities
March 31, 2026 Condensed Consolidated
Balance Sheets locations Fair values Condensed Consolidated
Balance Sheets locations Fair values
Derivatives designated as hedging instruments:

Foreign currency forward contracts Other current assets/ Other noncurrent assets $ 249   Accrued liabilities/ Other noncurrent liabilities
$ 135  
Cross-currency swap contracts Other current assets/ Other noncurrent assets —   Accrued liabilities/ Other noncurrent liabilities
354  
Interest rate swap contracts Other current assets/ Other noncurrent assets —   Accrued liabilities/ Other noncurrent liabilities
302  

Total derivatives designated as hedging instruments
249   791  

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other current assets
—   Accrued liabilities
1  
Total derivatives not designated as hedging instruments
—   1  
Total derivatives $ 249   $ 792  

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  Derivative assets Derivative liabilities
December 31, 2025 Condensed Consolidated
Balance Sheets locations Fair values Condensed Consolidated
Balance Sheets locations Fair values
Derivatives designated as hedging instruments:

Foreign currency forward contracts Other current assets/ Other noncurrent assets $ 195   Accrued liabilities/ Other noncurrent liabilities
$ 213  
Cross-currency swap contracts Other current assets/ Other noncurrent assets 48   Accrued liabilities/ Other noncurrent liabilities
320  
Interest rate swap contracts Other current assets/ Other noncurrent assets —   Accrued liabilities/ Other noncurrent liabilities
293  

Total derivatives designated as hedging instruments
243   826  
Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other current assets 1   Accrued liabilities 1  
Total derivatives not designated as hedging instruments
1   1  
Total derivatives $ 244   $ 827  

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. If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions. In such circumstances, the counterparties could request immediate settlement of these contracts for amounts that approximate the then current fair values of the contracts. In addition, our derivative contracts are not subject to any type of master netting arrangement, and amounts due either to or from a counterparty under the contracts may be offset against other amounts due either to or from the same counterparty only if an event of default or termination, as defined, were to occur.
The cash flow effects of our derivative contracts in the Condensed Consolidated Statements of Cash Flows are primarily included in Net cash provided by operating activities, except for certain circumstances, including the settlement of notional amounts of cross-currency swaps, which are included in Net cash provided by (used in) financing activities.

13. Contingencies and commitments
Contingencies
In the ordinary course of business, we are involved in various legal proceedings, government investigations and other matters that are complex in nature and have outcomes that are difficult to predict. See our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1A. Risk Factors— Our business may be affected by litigation and government investigations. We describe our legal proceedings and other matters that are significant or that we believe could become significant in this footnote and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously.
Our legal proceedings involve various aspects of our business and a variety of claims, some of which present novel factual allegations and/or unique legal theories. The outcomes of these proceedings are inherently uncertain and depend on a variety of factors, including the development of the factual record, judicial or administrative rulings, and, in certain cases, the outcome of appellate review. 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-
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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.
Germany
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.
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Japan
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
Amgen Inc. et al. v. Shanghai Henlius Biotech Inc. et al.
The parties entered into a settlement agreement that resolves the patent litigation related to the accused denosumab biosimilar products in the United States. The U.S. 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.
Amgen Inc. et al. v Alkem Laboratories Ltd., et al.
On February 26, 2026, Amgen responded to Alkem Laboratories Ltd., Ascend Laboratories, LLC, and Enzene Biosciences’ counterclaims.
PAVBLU ® (aflibercept-ayyh) Patent Litigation
United States
Regeneron Pharmaceuticals, Inc. v. Amgen Inc. (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. Patent No. 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.
Regeneron Pharmaceuticals, Inc. v. Amgen 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.
Singapore
On February 6, 2026, Regeneron, Bayer Healthcare LLC, Bayer Consumer Care AG, and Bayer (South East Asia) Pte. Ltd. filed a lawsuit against Amgen Singapore Manufacturing Pte. Ltd. (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
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asserting a counterclaim seeking revocation of the asserted patents. The claimants responded to Amgen’s counterclaim on April 22, 2026.
KYPROLIS ® (carfilzomib) Abbreviated New Drug Application (ANDA) Patent Litigation
Onyx Therapeutics, Inc. v. Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited.
The U.S. 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. v. Hetero USA Inc. et al.
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. Patent No. 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.
TAVNEOS ® (avacopan) Abbreviated New Drug Application (ANDA) Patent Litigation
ChemoCentryx, Inc. v. 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. Patent Nos. 11,951,214 and 11,603,356 and raising affirmative defenses.
Antitrust Class Action
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.
Sandoz Inc. 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.
U.S. Tax Litigation and Related Matters
Amgen Inc. & Subsidiaries v. Commissioner of Internal Revenue
See Note 4, Income taxes, for discussion of the IRS tax dispute and the Company’s petitions in the U.S. Tax Court.
Securities Class Action Litigation (Roofers Local No. 149 Pension Fund)
On April 23, 2026, Amgen filed its non-opposition to plaintiff’s motion for class certification.
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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.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, both the condensed consolidated financial statements and accompanying notes of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. Our results of operations discussed in MD&A are presented in conformity with GAAP. Amgen operates in one operating segment: human therapeutics. Therefore, our results of operations are discussed on a consolidated basis.
Forward-looking statements
This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases, written statements or our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Such words as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. We describe our respective risks, uncertainties and assumptions that could affect the outcome or results of operations in Item 1A. Risk Factors in Part II herein and in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 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. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by our forward-looking statements. Reference is made in particular to forward-looking statements regarding product sales, regulatory activities, clinical trial results, reimbursement, expenses, EPS, liquidity and capital resources, trends, planned dividends, stock repurchases, and collaborations. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

Overview
Amgen Inc. (including its subsidiaries, referred to as “Amgen,” “the Company,” “we,” “our” or “us”) discovers, develops, manufactures and delivers innovative medicines to fight some of the world’s toughest diseases. We focus on areas of high unmet medical need and leverage our expertise to strive for solutions that dramatically improve people’s lives, while also reducing the social and economic burden of disease. We helped launch the biotechnology industry more than 45 years ago and have grown to be one of the world’s leading independent biotechnology companies. Our robust pipeline includes potential first-in-class medicines at all stages of development.
Our principal products are Repatha, Prolia, EVENITY, TEPEZZA, Otezla, BLINCYTO, Nplate, XGEVA, TEZSPIRE, KYPROLIS, ENBREL, Aranesp, Vectibix, UPLIZNA, IMDELLTRA/IMDYLLTRA and KRYSTEXXA. We also market a number of other products, including but not limited to PAVBLU, AMJEVITA/AMGEVITA, Neulasta, MVASI, TAVNEOS, LUMAKRAS/LUMYKRAS, Parsabiv, Aimovig, PROCYSBI and WEZLANA/WEZENLA.
Macroeconomic and other challenges
Uncertain macroeconomic conditions, including the risk of inflation, fluctuating interest rates and financial system instability, together with rising healthcare costs, evolving tariffs and trade protection measures, and expanding geopolitical conflict, including in the Middle East, continue to pose challenges to our business. The expanding geopolitical conflict, particularly in the Middle East, has increased volatility in the energy and transportation markets and disrupted global supply chains. 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.
Moreover, provisions of the IRA, as well as the expanded utilization of the 340B Program, have negatively affected, and are likely to continue to negatively affect, our business. For example, CMS has selected ENBREL and Otezla for Medicare price setting beginning in 2026 and 2027, respectively. In addition to the IRA, other recent and proposed U.S. policy actions focus on drug pricing, including the Most-Favored-Nations Prescription Drug Pricing Executive Order (MFN EO) and the July MFN Letter that was delivered to a number of pharmaceutical companies, including Amgen. In December 2025, we announced that we are taking actions that satisfy the components outlined in the July MFN Letter, including the Administration’s MFN pricing requests. We also announced the expansion of our direct-to-patient program. While this development reflects ongoing engagement on pricing policy, the ultimate effects on our pricing, reimbursement, net sales and profitability remain uncertain in
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light of such evolving regulatory and policy expectations. 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.
Numerous tariffs and trade protection measures have been proposed, and in a number of cases, implemented by the United States and other countries. Further, there have been previous proposals for sector-specific tariffs on our industry. In April 2026, the Administration issued a proclamation imposing Section 232 tariffs on certain patented pharmaceuticals and associated active pharmaceutical ingredients. However, in December 2025, in recognition of our capital investments in U.S. manufacturing, we received relief from Section 232 tariffs for approximately the next three years. Given the many uncertainties and variables, tariffs and trade protection measures may adversely affect our business and results of operations.
Finally, wholesale and end-user buying patterns can affect our product sales. These buying patterns can cause fluctuations in quarterly product sales, but have generally not been significant to date when comparing full-year product performance to the prior year. For additional discussion of these and other risks, see Part II, Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q.

Significant developments
The following is a summary of select significant developments affecting our business that occurred since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025. For additional developments, see our Annual Report on Form 10-K for the year ended December 31, 2025.
Products/pipeline
TEPEZZA
In April 2026, we announced positive topline results from a Phase 3 trial of TEPEZZA administered by subcutaneous injection via an on-body injector (OBI) in participants with moderate-to-severe active thyroid eye disease (TED) that demonstrated that TEPEZZA OBI provides comparable efficacy to intravenous TEPEZZA (TEPEZZA IV). The Phase 3 TEPEZZA OBI trial met its primary endpoint in moderate-to-severe active TED, showing a statistically significant and clinically meaningful 77% proptosis response rate during the 24-week placebo-controlled period. The trial also met a key secondary endpoint, with a mean reduction in proptosis of -3.17 mm at week 24. The overall safety results were generally consistent with the known safety profile of TEPEZZA IV. Mild-to-moderate injection site reactions were observed with subcutaneous administration in some patients, which did not result in treatment interruption or discontinuation. Full results from the TEPEZZA Phase 3 OBI trial will be presented at an upcoming medical congress. Additionally, a separate Phase 3b/4 trial, conducted to fulfill an FDA postmarketing requirement for TEPEZZA IV, has been completed. The primary objective of the study was to evaluate the safety and tolerability of three treatment durations (four, eight and 16 infusions) of TEPEZZA IV and assess the need for retreatment. The study was descriptive in nature. The observed risk profile was consistent with the known profile of TEPEZZA IV. The postmarketing data will be submitted to regulatory authorities and presented at an upcoming medical congress.
TAVNEOS
On March 31, 2026, the FDA issued a DSC in which it alerted patients and health care professionals about serious liver injury cases, including fatal cases, of DILI associated with TAVNEOS. The DSC is based on data available through October 9, 2024 and provides information about DILI and VBDS associated with TAVNEOS. Since approval in 2021, cases of VBDS have been reported, largely from Japan and none from the United States. Most patients who had VBDS were aged 65 years and older, and most cases occurred within 90 days of starting TAVNEOS. VBDS has been fatal in some of these patients. On April 29, 2026, the Company submitted a Changes Being Effected (CBE-30) supplement to the FDA. The CBE-30 filing amends the hepatotoxicity warning language in the label to provide more information on cases of VBDS that have been observed in the postmarketing setting, including that cases with fatal outcomes have been reported, and modifies language regarding liver panel testing and treatment discontinuation rules. On April 27, 2026, CDER issued a proposal to withdraw approval of TAVNEOS, alleging 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. As the FDA’s statement reporting its proposal indicates, TAVNEOS will remain on the market during the pendency of this process. For additional information, see
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Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, and Part II, Item 1A. Risk Factors— Our current products and products in development cannot be sold without regulatory approval, of this Quarterly Report on Form 10-Q.

Selected financial information
The following is an overview of our results of operations (in millions, except percentages and per-share data):

  Three months ended
March 31,
  2026 2025 Change
Product sales
U.S. $ 5,773  $ 5,662  2  %
ROW 2,445  2,211  11  %
Total product sales 8,218  7,873  4  %
Other revenues 400  276  45  %
Total revenues $ 8,618  $ 8,149  6  %
Operating expenses $ 5,952  $ 6,971  (15) %
Operating income $ 2,666  $ 1,178  *
Net income $ 1,819  $ 1,730  5  %
Diluted EPS $ 3.34  $ 3.20  4  %
Diluted shares 544  541  1  %

* Change in excess of 100%
In the following discussion of changes in product sales, any reference to volume 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, in certain circumstances, end users (such as pharmacies) as may be noted.
Total product sales increased 4% for the three months ended March 31, 2026, driven by volume growth of 9%, partially offset by declines in net selling price of 2% and 2% from lower wholesaler and end user inventory.
For the three months ended March 31, 2026, U.S. volume grew 8% and ROW volume grew 13%, driven by certain brands, including Repatha, IMDELLTRA/IMDYLLTRA, PAVBLU, UPLIZNA and EVENITY.
Other revenues increased 45% for the three months ended March 31, 2026, driven by higher corporate partner revenue and royalty income.
Operating expenses decreased 15% for the three months ended March 31, 2026, reflecting the Otezla intangible asset impairment charge recorded in the first quarter of 2025 and lower amortization expense from acquisition-related assets, partially offset by higher spend in Later-Stage Clinical Programs. 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.
Uncertain macroeconomic conditions, including ongoing geopolitical conflict and rising geopolitical tensions, changes in the healthcare ecosystem, and potential government policy actions, including MFN pricing or similar drug pricing reforms and tariffs or trade protection measures, 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, expanded utilization of the 340B Program and growth in numbers of Medicaid enrollees and uninsured individuals. See Part I, Item 1. Business—Reimbursement, and Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025; and Part II, Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q.
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Results of operations
Product sales
Worldwide product sales were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Repatha $ 876  $ 656  34  %
Prolia  727  1,099  (34) %
EVENITY 562  442  27  %
TEPEZZA 490  381  29  %
Otezla 431  437  (1) %
BLINCYTO 415  370  12  %
Nplate 412  313  32  %
XGEVA 411  566  (27) %
TEZSPIRE (1)
343  285  20  %
KYPROLIS 330  324  2  %
ENBREL 320  510  (37) %
Aranesp 311  340  (9) %
Vectibix 287  267  7  %
UPLIZNA 262  91  *
IMDELLTRA/IMDYLLTRA 258  81  *
KRYSTEXXA 255  236  8  %
Other products (2)
1,528  1,475  4  %
Total product sales $ 8,218  $ 7,873  4  %

* Change in excess of 100%
____________
(1)     TEZSPIRE is marketed by our collaborator AstraZeneca outside the United States.
(2)     Consists of product sales of our non-principal products.
Future sales of our products will depend in part on the factors discussed below and in the following sections of this report: (i) Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Selected financial information; and (ii) Part II, Item 1A. Risk Factors, and in the following sections of our Annual Report on Form 10-K for the year ended December 31, 2025: (i) Part I, Item 1. Business—Marketing, Distribution and Selected Marketed Products; (ii) Part I, Item 1. Business—Reimbursement; (iii) Part I, Item 1A. Risk Factors; and (iv) Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Results of operations—Product sales.
Repatha
Total Repatha sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Repatha — U.S. $ 465  $ 343  36  %
Repatha — ROW 411  313  31  %
Total Repatha $ 876  $ 656  34  %

The increase in global Repatha sales for the three months ended March 31, 2026 was driven by volume growth of 35% and favorable changes to estimated sales deductions of 8%, partially offset by lower net selling price of 7%.
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For a discussion of litigation, including associated settlements, 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, 2025; and 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.
Prolia
Total Prolia sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Prolia — U.S. $ 461  $ 720  (36) %
Prolia — ROW 266  379  (30) %
Total Prolia $ 727  $ 1,099  (34) %

The decrease in global Prolia sales for the three months ended March 31, 2026 was primarily driven by lower volume of 17%, lower net selling price of 10% and 4% from lower inventory.
For 2026, we continue to expect accelerated sales erosion driven by increased competition, as multiple biosimilars have launched in the United States and ROW.
As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1. Business—Marketing, Distribution and Selected Marketed Products, our patents for RANKL antibodies, including sequences, for Prolia and XGEVA expired in February 2025 in the United States and in November 2025 in select countries in Europe.
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, 2025; and 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.
EVENITY
Total EVENITY sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
EVENITY — U.S. $ 431  $ 320  35  %
EVENITY — ROW 131  122  7  %
Total EVENITY $ 562  $ 442  27  %

The increase in global EVENITY sales for the three months ended March 31, 2026 was driven by volume growth.
TEPEZZA
Total TEPEZZA sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
TEPEZZA — U.S. $ 424  $ 365  16  %
TEPEZZA — ROW 66  16  *
Total TEPEZZA $ 490  $ 381  29  %

* Change in excess of 100%
The increase in global TEPEZZA sales for the three months ended March 31, 2026 was driven by a 22% impact from higher inventory, and higher net selling price.
33

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

  Three months ended
March 31,
  2026 2025 Change
Otezla — U.S. $ 352  $ 343  3  %
Otezla — ROW 79  94  (16) %
Total Otezla $ 431  $ 437  (1) %

Global Otezla sales decreased 1% for the three months ended March 31, 2026, as lower net selling price of 8% and lower volume of 2% were offset by favorable changes to estimated sales deductions.
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 charge recorded in 2025.
BLINCYTO
Total BLINCYTO sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
BLINCYTO — U.S. $ 221  $ 273  (19) %
BLINCYTO — ROW 194  97  100  %
Total BLINCYTO $ 415  $ 370  12  %

The increase in global BLINCYTO sales for the three months ended March 31, 2026 was driven by volume growth of 19%, partially offset by unfavorable changes to estimated sales deductions.
Nplate
Total Nplate sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Nplate — U.S. $ 283  $ 201  41  %
Nplate — ROW 129  112  15  %
Total Nplate $ 412  $ 313  32  %

Global Nplate sales for the three months ended March 31, 2026 increased 32% and included a U.S. government order of $60 million for the three months ended March 31, 2026. Excluding the U.S. government order from this comparison, global Nplate sales increased 12% for the three months ended March 31, 2026, driven by volume growth of 8% and higher net selling price.
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XGEVA
Total XGEVA sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
XGEVA — U.S. $ 228  $ 360  (37) %
XGEVA — ROW 183  206  (11) %
Total XGEVA $ 411  $ 566  (27) %

The decrease in global XGEVA sales for the three months ended March 31, 2026 was driven by lower volume of 19% and lower net selling price.
For 2026, we continue to expect accelerated sales erosion driven by increased competition, as multiple biosimilars have launched in the United States and ROW.
As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1. Business—Marketing, Distribution and Selected Marketed Products, our patents for RANKL antibodies, including sequences, for Prolia and XGEVA expired in February 2025 in the United States and in November 2025 in select countries in Europe.
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, 2025; and 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.
TEZSPIRE
Total TEZSPIRE sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
TEZSPIRE — U.S.
$ 343  $ 285  20  %

The increase in TEZSPIRE sales for the three months ended March 31, 2026 was driven by volume growth of 32%, partially offset by 8% from lower inventory.
KYPROLIS
Total KYPROLIS sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
KYPROLIS — U.S. $ 218  $ 216  1  %
KYPROLIS — ROW 112  108  4  %
Total KYPROLIS $ 330  $ 324  2  %

The increase in global KYPROLIS sales for the three months ended March 31, 2026 was primarily driven by higher net selling price.
For a discussion of ongoing litigation related to KYPROLIS, 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, 2025; and 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.
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ENBREL
Total ENBREL sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
ENBREL — U.S. $ 314  $ 504  (38) %
ENBREL — Canada 6  6  —  %
Total ENBREL $ 320  $ 510  (37) %

The decrease in ENBREL sales for the three months ended March 31, 2026 was primarily driven by unfavorable changes to estimated sales deductions of 18% and lower net selling price of 15% resulting from the impact of U.S. Medicare Part D price setting under the IRA, effective January 1, 2026, as well as an increased 340B Program mix.
Aranesp
Total Aranesp sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Aranesp — U.S. $ 77  $ 91  (15) %
Aranesp — ROW 234  249  (6) %
Total Aranesp $ 311  $ 340  (9) %

The decrease in global Aranesp sales for the three months ended March 31, 2026 was driven by lower volume of 5%, lower net selling price of 2% and lower inventory.
Vectibix
Total Vectibix sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Vectibix — U.S. $ 136  $ 135  1  %
Vectibix — ROW 151  132  14  %
Total Vectibix $ 287  $ 267  7  %

The increase in global Vectibix sales for the three months ended March 31, 2026 was driven by volume growth of 11%, partially offset by lower inventory.
UPLIZNA
Total UPLIZNA sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
UPLIZNA — U.S. $ 246  $ 82  *
UPLIZNA — ROW 16  9  78  %
Total UPLIZNA $ 262  $ 91  *

* Change in excess of 100%
The increase in global UPLIZNA sales for the three months ended March 31, 2026 was primarily driven by volume growth.
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IMDELLTRA/IMDYLLTRA
Total IMDELLTRA/IMDYLLTRA sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
IMDELLTRA — U.S. $ 188  $ 79  *
IMDYLLTRA — ROW 70  2  *
Total IMDELLTRA/IMDYLLTRA $ 258  $ 81  *

* Change in excess of 100%
The increase in global IMDELLTRA/IMDYLLTRA sales for the three months ended March 31, 2026 was driven by volume growth.
KRYSTEXXA
Total KRYSTEXXA sales by geographic region were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
KRYSTEXXA — U.S.
$ 255  $ 236  8  %

The increase in KRYSTEXXA sales for the three months ended March 31, 2026 was primarily driven by higher net selling price of 20%, partially offset by 8% from lower inventory, and unfavorable changes to estimated sales deductions.
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Other products
Other product sales by geographic region were as follows (dollar amounts in millions):

Three months ended
March 31,
  2026 2025 Change
PAVBLU — U.S. $ 276  $ 99  *
PAVBLU — ROW 4  —  N/A
AMJEVITA — U.S. 41  4  *
AMGEVITA — ROW
132  132  —  %
Neulasta — U.S. 149  109  37  %
Neulasta — ROW 16  20  (20) %
MVASI — U.S.
96  138  (30) %
MVASI — ROW
54  41  32  %
TAVNEOS — U.S. 114  77  48  %
TAVNEOS — ROW 5  13  (62) %
LUMAKRAS — U.S.
49  55  (11) %
LUMYKRAS — ROW
45  30  50  %
Parsabiv — U.S. 43  50  (14) %
Parsabiv — ROW 44  38  16  %
Aimovig — U.S. 68  85  (20) %
Aimovig — ROW 6  5  20  %
PROCYSBI — U.S. 47  57  (18) %
PROCYSBI — ROW 1  2  (50) %
WEZLANA — U.S. 4  123  (97) %
WEZENLA — ROW 43  27  59  %
Other — U.S. (1)
244  312  (22) %
Other — ROW (1)
47  58  (19) %
Total other products $ 1,528  $ 1,475  4  %
Total U.S. — other products $ 1,131  $ 1,109  2  %
Total ROW — other products 397  366  8  %
Total other products $ 1,528  $ 1,475  4  %

* Change in excess of 100%
N/A = not applicable
____________
(1)     Consists of product sales from KANJINTI, AVSOLA, RAVICTI, BKEMV/BEKEMV, RIABNI, EPOGEN, NEUPOGEN, IMLYGIC, ACTIMMUNE, Sensipar/Mimpara, RAYOS, BUPHENYL, QUINSAIR, DUEXIS, Corlanor and PENNSAID.
38

Operating expenses
Operating expenses were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025 Change
Operating expenses:
Cost of sales $ 2,744  $ 2,968  (8) %
% of product sales 33.4  % 37.7  %
% of total revenues 31.8  % 36.4  %
Research and development $ 1,719  $ 1,486  16  %
% of product sales 20.9  % 18.9  %
% of total revenues 19.9  % 18.2  %

Selling, general and administrative $ 1,602  $ 1,687  (5) %
% of product sales 19.5  % 21.4  %
% of total revenues 18.6  % 20.7  %
Other $ (113) $ 830  *
Total operating expenses $ 5,952  $ 6,971  (15) %

* Change in excess of 100%
Cost of sales
Cost of sales decreased to 31.8% of total revenues for the three months ended March 31, 2026, due to lower amortization expense from acquisition-related assets, partially offset by higher profit share and royalty expense and changes in our sales mix.
Research and development
The increase in R&D expense for the three months ended March 31, 2026, was driven by higher spend in Later-Stage Clinical Programs, including those related to MariTide.
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 March 31, 2026, was due to lower general and administrative expenses, partially offset by higher commercial product-related expenses.
Other
Other operating income for the three months ended March 31, 2026, included litigation settlements.
Other operating expenses for the three months ended March 31, 2025, included the Otezla intangible asset impairment charge of $800 million. See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements.
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Nonoperating expenses/income and income taxes
Nonoperating expenses/income and income taxes were as follows (dollar amounts in millions):

  Three months ended
March 31,
  2026 2025
Interest expense, net $ (657) $ (723)
Other income, net $ 75  $ 1,518 
Provision for income taxes $ 265  $ 243 
Effective tax rate 12.7  % 12.3  %

Interest expense, net
Interest expense, net, decreased for the three months ended March 31, 2026, primarily due to lower average debt outstanding driven by deleveraging in 2025 and, to a lesser extent, lower weighted-average fixed and floating interest rates on the debt.
Other income, net
Other income, net, decreased for the three months ended March 31, 2026, primarily due to net unrealized losses on equity investments, primarily BeOne, in the current-year period compared to net unrealized gains on equity investments, primarily BeOne, in the prior-year period. See Note 6, Investments, to the condensed consolidated financial statements.

Income taxes
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.
In 2021, the OECD reached an initial agreement to align countries on a minimum corporate tax rate and an expansion of the taxing rights of market countries. Select individual countries, including the United Kingdom, EU member countries and Singapore, have enacted the global minimum tax agreement that took effect starting in 2024. Singapore’s enactment of the agreement effective 2025 applies irrespective of the Company’s incentive grant. On January 5, 2026, the OECD issued administrative guidance related to the global minimum tax agreement that, when fully enacted, will exempt U.S. companies from extra territorial minimum taxes effective January 1, 2026. Countries have begun to enact, or have announced intentions to enact, the new guidance, and we continue to monitor the potential impact to our 2026 tax rate.
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, including tax rate changes on foreign earnings. The legislation has multiple effective dates, with most provisions effective as of January 1, 2026.
In 2017, we received an RAR and a modified RAR from the IRS for the years 2010–2012, proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico. We disagreed with the proposed adjustments and calculations, and in 2021, we filed a petition in the U.S. Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012. The Notices seek to increase our U.S. taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $3.6 billion, plus interest. Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued and paid on our foreign earnings.
In 2020, we received an RAR and a modified RAR from the IRS for the years 2013–2015, also proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S. territory of Puerto Rico similar to those proposed for the years 2010–2012. We disagreed with the proposed adjustments and calculations, and in 2022, we filed a petition in the U.S. Tax Court to contest a Notice for the years 2013–2015. The Notice seeks to increase our U.S. taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest and asserts penalties of approximately $2.0 billion. Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued and paid on our foreign earnings.
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We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit. We continue to contest the 2010–2012 and 2013–2015 Notices through the judicial process. The two cases were consolidated in the U.S. Tax Court in 2022. The trial began on November 4, 2024 and concluded on January 17, 2025. The parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025. The parties filed post-trial reply briefs on October 10, 2025. On March 16, 2026, the Court ordered supplemental closing briefs, which are due May 20, 2026. The Company expects a decision from the U.S. Tax Court no earlier than the second half of 2026.
We are currently under examination by the IRS for the years 2016–2018. In April 2026, we received a draft notice of proposed adjustment (NOPA) from the IRS for years 2016–2018, which is similar to the proposed adjustments for years 2010–2015 and relates primarily to the allocation of profits between certain of our entities in the United States and the U.S. 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 addition, we are under examination by a number of state and foreign tax jurisdictions.
Final resolution of these complex matters is not likely within the next 12 months. We continue to believe our accrual for income tax liabilities is appropriate based on past experience, interpretations of tax law, application of the tax law to our facts and judgments about potential actions by tax authorities; however, due to the complexity of the provision for income taxes and uncertain resolution of these matters, the ultimate outcome of any tax matters may result in payments substantially greater than amounts accrued and could have a material adverse impact on our condensed consolidated financial statements.
See Part I, 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 OB3. Such tax liabilities could adversely affect our profitability and results of operations of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 4, Income taxes, to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q for further discussion.

Financial condition, liquidity and capital resources
Selected financial data were as follows (in millions):

March 31, 2026 December 31, 2025
Cash and cash equivalents $ 12,038  $ 9,129 
Total assets $ 92,504  $ 90,586 
Current portion of long-term debt $ 5,437  $ 4,599 
Long-term debt $ 51,886  $ 50,005 
Stockholders’ equity $ 9,190  $ 8,658 

Cash and cash equivalents
Our balance of cash and cash equivalents was $12.0 billion as of March 31, 2026. The primary objective of our investment portfolio is to maintain safety of principal, prudent levels of liquidity and acceptable levels of risk. Our investment policy limits interest-bearing security investments to certain types of debt and money market instruments issued by institutions with primarily investment-grade credit ratings, and it places restrictions on maturities and concentration by asset class and issuer.
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.
We intend to continue investing in our business while returning capital to stockholders through the payment of cash dividends and stock repurchases. This reflects our desire to optimize our cost of capital and our confidence in the future cash flows of our business. The timing and amount of future dividends and stock repurchases will vary based on a number of factors,
41

including future capital requirements for strategic transactions, debt levels and debt service requirements, our credit rating, availability of financing on acceptable terms, changes to applicable tax laws or corporate laws, changes to our business model and periodic determination by our Board of Directors that cash dividends and/or stock repurchases are in the best interests of stockholders and are in compliance with applicable laws and the Company’s agreements. In addition, the timing and amount of stock repurchases may also be affected by our overall level of cash, stock price and blackout periods, during which we are restricted from repurchasing stock. The manner of stock repurchases may include block purchases, tender offers, accelerated share repurchases and market transactions.
In December 2025, our Board of Directors declared a quarterly cash dividend of $2.52 per share of common stock for the first quarter of 2026, an increase of 6% over the same period in the prior year, which was paid in March 2026. In March 2026, our Board of Directors declared a quarterly cash dividend of $2.52 per share of common stock to be paid in June 2026.
During the three months ended March 31, 2026, 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.
As a result of stock repurchases and quarterly dividend payments, we have an accumulated deficit as of March 31, 2026 and December 31, 2025. 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 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.
During the three months ended March 31, 2026, we repaid the €750 million aggregate principal amount of our 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. We periodically consider the repurchase of our debt when conditions are favorable. During the three months ended March 31, 2026 and 2025, we repurchased aggregate principal amounts of our debt of $324 million and $414 million, respectively, for aggregate costs of $233 million and $301 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $90 million and $111 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 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 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.
In February 2026, we filed a shelf registration statement with the SEC that allows us to issue unspecified amounts of debt securities, common stock, preferred stock, warrants to purchase securities (including debt securities, common stock, preferred stock or depositary shares), rights to purchase common stock or preferred stock, securities purchase contracts, securities purchase units, and depositary shares. Under this shelf registration statement, all of the securities available for issuance may be offered from time to time with terms to be determined at the time of issuance. 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.
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 March 31, 2026.
42

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

  Three months ended
March 31,
  2026 2025
Net cash provided by operating activities $ 2,189  $ 1,391 
Net cash used in investing activities $ (716) $ (447)
Net cash provided by (used in) financing activities $ 1,436  $ (4,107)

Operating
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 three months ended March 31, 2026, 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 and the timing of working capital items.
Investing
Cash used in investing activities during the three months ended March 31, 2026 and 2025, was primarily due to capital expenditures of $712 million and $411 million, respectively, including construction costs for new plants and expansion of manufacturing capacity. We currently estimate full year 2026 investments in capital projects to be approximately $2.6 billion.
Financing
Cash provided by financing activities during the three months ended March 31, 2026, was primarily due to $4.0 billion of net proceeds from long-term debt issuances, partially offset by the payment of dividends of $1.4 billion and the repayment and extinguishment of debt of $833 million and $233 million, respectively. Cash used in financing activities during the three months ended March 31, 2025, was primarily due to the repayment and extinguishment of debt of $2.5 billion and $301 million, respectively, and the payment of dividends of $1.3 billion. See Note 9, Financing arrangements, and Note 10, Stockholders’ equity, to the condensed consolidated financial statements for further discussion.

Critical accounting policies and estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the notes to the financial statements. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. A summary of our critical accounting policies and estimates is presented in Part II, Item 7. 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, 2025. There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026.

Recently issued accounting standards
For a discussion of recently issued accounting standards, see Note 1, Significant accounting policies, to the condensed consolidated financial statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our market risk is disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2025, and is incorporated herein by reference. There were no material changes during the three months ended March 31, 2026, to the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2025.

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Item 4. CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed to ensure that information required to be disclosed in Amgen’s Exchange Act reports gets recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures are also designed to ensure that such information gets accumulated and communicated to Amgen’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Amgen’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, Amgen’s management is required to apply its judgment in evaluating the cost–benefit relationship of possible controls and procedures. We have carried out an evaluation under the supervision and with the participation of our management, including Amgen’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Amgen’s disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Management determined that as of March 31, 2026, no changes in our internal control over financial reporting had occurred during the fiscal quarter then ended that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

See Part I—Note 13, Contingencies and commitments, to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, for discussions that are limited to certain recent developments concerning our legal proceedings. Those discussions should be read in conjunction with 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, 2025.

Item 1A. RISK FACTORS

This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties our business faces. The risks described below are not the only ones we face. Our business is also subject to the risks that affect many other companies, such as employment relations, general economic conditions, geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price.
Below we provide in supplemental form the material changes to our risk factors that occurred during the past quarter. Our risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025, provide additional disclosure for these supplemental risks and are incorporated herein by reference.
Our sales depend on coverage and reimbursement from government and commercial third-party payers, and pricing and reimbursement pressures have affected, and are likely to continue to affect, our profitability.
Sales of our products depend on the availability and extent of coverage and reimbursement from third-party payers, including government healthcare programs and private insurance plans. Governments and private payers continue to pursue initiatives to manage drug utilization and contain costs. Payers are increasingly focused on costs, which has resulted, and is expected to continue to result, in lower reimbursement rates for our products and/or narrower patient populations for which payers will reimburse. Continued intense public scrutiny of the price of drugs and other healthcare costs, together with payer dynamics, have limited, and are likely to continue to limit, our ability to set or adjust the price of our products based on their value, which can have a material adverse effect on our business. In the United States, a number of legislative and regulatory proposals have been introduced and/or signed into law to lower drug prices. These include the IRA that enables the U.S. government to set prices for certain drugs in Medicare, redesigns Medicare Part D benefits to shift a greater proportion of the costs to manufacturers and health plans, and enables the U.S. government to impose penalties if drug prices are increased at a rate faster than inflation (IRA Inflation Penalties). On July 4, 2025, OB3 was enacted and included several changes to Medicare, Medicaid and Affordable Care Act policies, including provisions affecting eligibility, that, when implemented, are expected to adversely affect coverage and reimbursement for our products. On May 12, 2025, the Administration issued the Most-Favored-Nations (MFN) Prescription Drug Pricing Executive Order (MFN EO) aimed at using price benchmarks from other developed countries to set U.S. pricing targets. Subsequently, on July 31, 2025 the Administration sent letters to many pharmaceutical manufacturers, including Amgen (the July MFN Letter) as further described below, outlining steps that such manufacturers could take to advance actions consistent with elements of the MFN EO. In December 2025, we announced that we are taking actions that satisfy the components outlined in the July MFN Letter, including the Administration’s MFN pricing requests. Further, the Administration has called on Congress to enact legislation that would codify the terms that the Administration arrived at with recipients of the July MFN Letter (the MFN Terms). The details of such legislative framework are unknown and, if enacted, such legislation could apply to a broader range of products, payers or pricing arrangements for a longer period than those resulting from the MFN Terms. Additional proposals focused on drug pricing continue to be debated, and additional executive orders or regulatory initiatives focused on drug pricing and competition may be adopted and implemented in some form. It remains unclear what further policies, legislation and/or actions the Administration, Congress, or state governments will advance with respect to other drug pricing proposals or other healthcare regulations affecting pharmaceuticals, including the MFN EO, IRA and OB3 implementation, trade policies, or state laws affecting the 340B Program or Medicaid reimbursement that could ultimately be adopted more broadly. To the extent such actions reduce or modify coverage or reimbursement for our products, increase rebates or other costs, constrain pricing decisions, or otherwise limit product use, they would have an adverse effect on our business and results of operations.
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