AMGEN INC

September 30, 2026

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 inone operating segment: human therapeutics. See Note 2, Segment and other information.

Basis of presentation

The interim unaudited financial information for the three and nine months ended September 30, 2026 and 2025, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year.

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025, and with the condensed consolidated financial statements and the notes thereto contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

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 $9.6 billion and $11.1 billion as of September 30, 2026 and December 31, 2025, respectively.

Recent accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

2. Segment and other information

We operate our business inone operating segment, which also representsone 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 nonrecurring. 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.

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

(1)During the three months ended September 30, 2026 and 2025, amortization of our finite-lived intangible assets was $889 million and $1.1 billion, respectively. During the nine months ended September 30, 2026 and 2025, amortization of our finite-lived intangible assets was $2.7 billion and $3.4 billion, respectively. Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income. In addition, during the three months ended September 30, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $233 million and $232 million, respectively. During the nine months ended September 30, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $675 million and $661 million, respectively.

(2) Manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $307 million during the nine months ended September 30, 2026, compared to $338 million and $1.0 billion during the three and nine months ended September 30, 2025, respectively.

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

3. Revenues

We operate our business inone operating segment, which also representsone 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):

(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 and nine months ended September 30, 2026 and 2025.

4. Income taxes

The effective tax rates for the three and nine months ended September 30, 2026 were 17.5% and 15.5%, respectively, compared with 18.0% and 14.5%, respectively, for the corresponding periods in the prior year.

The decrease in our effective tax rate for the three months ended September 30, 2026, was primarily due to the change in earnings mix, including lower net unrealized gains on equity investments (see Note 6, Investments), partially offset by net favorable items in the prior-year period as compared to the current-year period. The increase in our effective tax rate for the nine months ended September 30, 2026, was primarily due to the prior year Otezla intangible asset impairment charges and net unfavorable items in the current-year period as compared to the prior-year period, partially offset by the change in earnings mix, including lower net unrealized gains on equity investments (see Note 6, Investments) and lower amortization expense from acquisition related assets. 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 contesttwo 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. Thetwo 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 were filed on May 20, 2026. The Company expects a decision from the U.S. Tax Court no earlier than late 2026 or early 2027.

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. In May and July 2026, the IRS reissued the NOPA in substantially the same form. We have informed the IRS audit team that its methodology is inconsistent with certain positions asserted by the IRS in the Tax Court, which positions were more favorable to Amgen than those previously taken by the audit team. In September 2026, we received a draft NOPA from the IRS asserting penalties for years 2016-2018 substantially similar to those the IRS asserted for years 2013-2015. If sustained in full, these proposed adjustments and penalties could have a material impact on our financial statements. We disagree with the proposed adjustments and penalties and intend to contest them. The IRS began its audit for years 2019–2022 in the second quarter of 2026, and we believe that it may seek to continue to audit similar issues related to the allocation of income between the United States and our foreign jurisdictions. In addition, we are under examination by a number of state and foreign tax jurisdictions.

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 and nine months ended September 30, 2026, the gross amounts of our UTBs increased by $45 million and $125 million, respectively, as a result of tax positions taken during the current year. Substantially all of the UTBs as of September 30, 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):

For the three and nine months ended September 30, 2026 and 2025, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS wasnot significant.

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):

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

Cash and cash equivalents in the above table excludes bank account cash of $569 million and $604 million as of September 30, 2026 and December 31, 2025, respectively.

All interest-bearing securities as of September 30, 2026 and December 31, 2025, mature in one year or less. For the three months ended September 30, 2026 and 2025, interest income on these investments was $125 million and $99 million, respectively. For the nine months ended September 30, 2026 and 2025, interest income on these investments was $351 million and $311 million, respectively.

For the three and nine months ended September 30, 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 September 30, 2026 and December 31, 2025, our ownership interest in BeOne was approximately 17% and the fair values of our investment were $6.9 billion and $5.8 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended September 30, 2026 and 2025, we recorded unrealized gains of $1.5 billion and $1.9 billion, respectively. During the nine months ended September 30, 2026 and 2025, we recorded unrealized gains of $1.2 billion and $3.0 billion, respectively. These unrealized gains were recognized 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.

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 $398 million and $389 million as of September 30, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended September 30, 2026 and 2025, net unrealized gains and losses on these other publicly traded securities werenot material. During the nine months ended September 30, 2026, net unrealized gains and losses on these other publicly traded securities werenot material, compared to net unrealized losses of $246 million during the nine months ended September 30, 2025. Additionally, net realized gains and losses on sales of these other publicly traded securities for the three and nine months ended September 30, 2026 and 2025, werenot material.

We held investments of $314 million and $362 million in equity securities without readily determinable fair values as of September 30, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2026 and 2025, upward and downward adjustments on these securities werenot 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 and nine months ended September 30, 2026 and 2025, werenot material.

Equity method investments

Limited partnerships

We held limited partnership investments of $330 million and $253 million as of September 30, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. These investments, which are primarily investment funds of early-stage biotechnology companies, are accounted for by using the equity method of accounting and are measured by using our proportionate share of the net asset values of the underlying investments held by the limited partnerships as a practical expedient. These investments are typically redeemable only through distributions upon liquidation of the underlying assets. As of September 30, 2026, we had $142 million of unfunded additional commitments to be made for these investments during the next several years. For the three and nine months ended September 30, 2026 and 2025, net unrealized gains and losses recognized from our limited partnership investments werenot material.

7. Inventories

Inventories consisted of the following (in millions):

8. Goodwill and other intangible assets

Goodwill

The change in the carrying amount of goodwill was as follows (in millions):

Other intangible assets

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

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.

IPR&D consists of R&D projects acquired in a business combination that are not complete at the time of acquisition due to remaining technological risks and/or lack of receipt of required regulatory approvals. We review IPR&D projects for impairment annually, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and upon the establishment of technological feasibility or regulatory approval.

TAVNEOS developed-product-technology rights

The developed-product-technology rights intangible asset related to TAVNEOS in the U.S. market has a carrying value of $2.2 billion as of September 30, 2026. 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, 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. 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. On June 1, 2026, we requested a hearing on this proposal and subsequently submitted information supporting our request on July 23, 2026, including additional real-world evidence data and data from an independent, blinded re-adjudication of certain study data that supported the FDA’s approval of TAVNEOS. CDER has not yet responded to our July submission. We expect that once CDER responds, we would have an opportunity to make an additional submission. The FDA may issue a decision on the proposal without granting a hearing. Decisions on the proposal and whether to grant a hearing are appealable to the United States Court of Appeals. If ultimately withdrawal of the U.S. TAVNEOS marketing authorization is required, it would be subject to a date specified by the FDA Commissioner. The Company has engaged with regulatory authorities, continues to believe that TAVNEOS demonstrates clinical effectiveness and a favorable benefit-risk profile, and intends to follow the appropriate process to support its position. As the FDA’s statement reporting its proposal indicates, TAVNEOS will remain on the market during the pendency of this process. Future changes to estimated TAVNEOS cash flows could unfavorably impact the Company’s ability to recover the carrying value of the related U.S. intangible asset.

Otezla developed-product-technology rights

In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027. The earlier than anticipated selection resulted in a decrease in the estimated future cash flows for the product in the United States. 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. In the third quarter of 2025, new facts and circumstances, primarily from the CMS price setting process, indicated a further triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment. A subsequent discounted cash flow analysis, prepared using the same Level 3 input framework and updated assumptions, resulted in a revised intangible asset fair value of $3.0 billion, which was lower than the carrying value of $3.4 billion, and an additional impairment of $400 million. The impairment charges of $400 million and $1.2 billion for the three and nine months ended September 30, 2025, respectively, were recorded in Other operating expenses in the Condensed Consolidated Statements of Income. See Note 11, Fair value measurement.

Amortization of finite-lived intangible assets

During the three months ended September 30, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $889 million and $1.1 billion, respectively. During the nine months ended September 30, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $2.7 billion and $3.4 billion, respectively. Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income. As of September 30, 2026, the total estimated future amortization of our finite-lived intangible assets for the remaining three months ending December 31, 2026, and the years ending December 31, 2027, 2028, 2029, 2030 and 2031, was $0.9 billion, $3.5 billion, $2.8 billion, $2.2 billion, $2.1 billion and $2.1 billion, respectively.

9. Financing arrangements

Our borrowings consisted of the following (in millions):

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.

Debt issuances

During the nine months ended September 30, 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 September 30, 2026 or during the three and nine months ended September 30, 2025.

Debt repayments

During the three months ended September 30, 2026, we repaid $3.1 billion of debt, consisting of repayments in full of the $1.8 billion Term loan and the $1.25 billion aggregate principal amount of the 2.60% 2026 Notes, compared to $1.5 billion of debt repayments during the three months ended September 30, 2025.

During the nine months ended September 30, 2026, we repaid $3.9 billion of debt, consisting of repayments in full of the $1.8 billion Term loan, the $1.25 billion aggregate principal amount of the 2.60% 2026 Notes and 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 $5.0 billion of debt repayments during the nine months ended September 30, 2025.

Debt extinguishment

During the three months ended September 30, 2026, we didnot have any debt extinguishments. During the three months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $119 million, including portions of the 2.80% 2041 Notes,3.375% 2050 Notes and 3.00% 2052 Notes, for an aggregate cost of $81 million, which resulted in a $36 million gain on extinguishment of debt.

During the nine months ended September 30, 2026, we repurchased an aggregate principal amount of our debt of $324 million, including portions of the 2.80% 2041 Notes,3.375% 2050 Notes and 3.00% 2052 Notes, for an aggregate cost of $233 million, which resulted in a $90 million gain on extinguishment of debt. During the nine months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $1.0 billion, 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 $683 million, which resulted in a $264 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 the first quarter of 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. Also in the first quarter of 2026, we extended the term of our $4.0 billion syndicated, unsecured, revolving credit facility by one year to March 2029. As of September 30, 2026 and December 31, 2025, no amounts were outstanding under this facility.

10. Stockholders’ equity

Stock repurchase program

During the nine months ended September 30, 2026 and 2025, we did not repurchase shares under our stock repurchase program. As of September 30, 2026, $6.8 billion of authorization remained available under the stock repurchase program.

Dividends

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

Accumulated other comprehensive income (loss)

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

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

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:

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):

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 September 30, 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

Our contingent consideration obligations are recorded at their fair values by using probability-adjusted discounted cash flows, and we revalue these obligations each reporting period until the related contingencies have been resolved. Significant unobservable inputs used in measuring these obligations relate to licensing rights and product candidates acquired through business development activity and include, as applicable, estimated probabilities and the timing of achieving specified development, regulatory and commercial milestones as well as estimated annual sales. Significant changes that increase or decrease the probabilities of achieving the related development, regulatory and commercial events or that shorten or lengthen the time required to achieve such events or that increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of the obligations, as applicable. Changes in the fair values of contingent consideration obligations are recognized in Other operating expenses in the Condensed Consolidated Statements of Income.

Changes in the carrying amounts of contingent consideration obligations were as follows (in millions):

As of September 30, 2026 and December 31, 2025, the balances of our contingent consideration obligations were $367 million and $161 million, respectively, and primarily resulted from our acquisition of Teneobio, Inc. in October 2021 and other business development activity in 2025 and 2026.

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 September 30, 2026 and December 31, 2025, the aggregate fair values of our fixed-rate debt were $49.0 billion and $51.0 billion, respectively, and the carrying values of our fixed-rate debt were $54.0 billion and $52.8 billion, respectively. The estimate of the fair value of our Term loan was approximated at its carrying value as of December 31, 2025, as this debt instrument, which was repaid in full in the third quarter of 2026, bore interest at a floating rate.

During the nine months ended September 30, 2026 and 2025, there were no transfers of assets or liabilities between fair value measurement levels. Except with respect to the partial impairments of the Otezla intangible asset in the first and third quarters 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 ofthree 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 September 30, 2026 and December 31, 2025, we had outstanding foreign currency forward contracts with aggregate notional amounts of $8.1 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.

The notional amounts and interest rates of our cross-currency swaps as of September 30, 2026, were as follows (notional amounts in millions):

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 nine months ended September 30, 2026 and 2025, and amounts expected to be recognized during the next 12 months were not material.

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

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 September 30, 2026 and December 31, 2025, we had interest rate swap contracts with aggregate notional amounts of $7.4 billion and $6.7 billion, respectively, that hedge certain portions of our long-term debt. During the nine months ended September 30, 2026, we entered into $2.0 billion of interest rate swap contracts to hedge portions of our 4.85% 2036 Notes and 5.60% 2043 Notes. Also during the nine months ended September 30, 2026, $1.25 billion of our interest rate swaps were terminated in connection with the repayment of the 2.60% 2026 Notes (see Note 9, Financing arrangements).

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk. If a hedging relationship involving an interest rate swap contract is terminated, the gain or loss realized on contract termination is recorded as an adjustment to the carrying value of the debt and amortized into Interest expense, net, over the remaining term of the previously hedged debt.

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):

(1) Current portion of long-term debt includes $36 million and $47 million of carrying value with discontinued hedging relationships as of September 30, 2026 and December 31, 2025, respectively. Long-term debt includes $158 million and $185 million of carrying value with discontinued hedging relationships as of September 30, 2026 and December 31, 2025, respectively.

(2) Current portion of long-term debt includes $36 million and $47 million of hedging adjustments on discontinued hedging relationships as of September 30, 2026 and December 31, 2025, respectively. Long-term debt includes $58 million and $85 million of hedging adjustments on discontinued hedging relationships as of September 30, 2026 and December 31, 2025, respectively.

Impact of hedging transactions

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

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

No portions of our cash flow hedge contracts were excluded from the assessment of hedge effectiveness. As of September 30, 2026, the amount of net loss on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was not material.

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 September 30, 2026 and December 31, 2025, the total notional amounts of these foreign currency forward contracts were $546 million and $240 million, respectively. Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three and nine months ended September 30, 2026 and 2025.

Fair values of derivatives

The fair values of derivatives included in the Condensed Consolidated Balance Sheets were as follows (in millions):

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

Our derivative contracts that were in liability positions as of September 30, 2026, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control. If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions. 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 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; and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

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

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

Amgen Inc. et al. v. Amneal Pharmaceuticals, Inc. et al.; Amgen Inc. et al. v. Dr. Reddy’s Laboratories Ltd., et al.; and Amgen Inc. et al. v. Alkem Laboratories Ltd., et al.

A claim construction hearing will be scheduled after November 19, 2027, and the joint pretrial order is due September 15, 2028. A trial date has not yet been set.

On October 2, 2026 and October 5, 2026, Amgen Inc. and Amgen Manufacturing Limited LLC filed Supplemental Complaints asserting infringement of U.S. Patent No. 12,679,865 in addition to the other asserted patents in the actions filed against Dr. Reddy’s Laboratories Ltd., et al. and Alkem Laboratories Ltd., et al., respectively. On October 23, 2026, the defendants in Dr. Reddy’s Laboratories Ltd., et al. responded to the Supplemental Complaint asserting counterclaims for declaratory judgment of non-infringement and invalidity and affirmative defenses. On October 26, 2026, the defendants in Alkem Laboratories Ltd., et al. responded to the Supplemental Complaint asserting affirmative defenses and counterclaims.

PAVBLU® (aflibercept-ayyh) Patent Litigation

United States

Regeneron Pharmaceuticals, Inc. v. Amgen Inc. (action filed January 10, 2024) (the 2024 Action)

On August 6, 2026, Regeneron Pharmaceuticals, Inc. (Regeneron) filed a motion to strike certain of Amgen’s counterclaims pled in response to Regeneron’s complaint, including the counterclaims for Sherman Act monopolization and attempted monopolization.

On August 11, 2026, the U.S. District Court for the Northern District of West Virginia (the West Virginia District Court) denied Amgen’s motion for a suggestion of remand to the U.S. District Court for the Central District of California (the California Central District Court) for the 2024 Action.

On August 20, 2026, Amgen filed its opposition brief and a conditional motion for leave to amend the pleadings. On August 27, 2026, Regeneron filed its reply brief and opposition brief to Amgen’s conditional motion. Amgen filed its reply brief in support of its conditional motion for leave to amend the pleadings on September 3, 2026.

On October 27, 2026, the West Virginia District Court entered a stipulation and order dismissing with prejudice Regeneron’s claims concerning U.S. Patent Nos. 9,816,110 and 11,788,102, and dismissing without prejudice Amgen’s counterclaims and affirmative defenses concerning those same patents.

The West Virginia District Court rescheduled the claim construction hearing from November 23, 2026 to December 1, 2026.

Regeneron Pharmaceuticals, Inc. v. Amgen Inc. (action filed June 17, 2025) (the 2025 Action)

On August 11, 2026, the West Virginia District Court also denied Amgen’s motion for a suggestion of remand to the California Central District Court for the 2025 Action.

On August 18, 2026, Amgen filed a motion for reconsideration of the West Virginia District Court’s July 7, 2026 Opinion and Order granting in part Regeneron’s motion to strike certain affirmative defenses and dismiss certain counterclaims related to U.S. Patent No. 12,331,099 and, in the alternative, a motion for leave to file a First Amended Answer to Complaint and Counterclaims. Regeneron filed its opposition brief on September 1, 2026, and Amgen filed its reply brief on September 8, 2026.

The West Virginia District Court rescheduled the claim construction hearing from November 23, 2026 to December 1, 2026.

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

Onyx Therapeutics, Inc. v. Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited.

On October 6, 2026, the U.S. District Court for the District of Delaware (the Delaware District Court) entered a claim construction order adopting Onyx’s proposed construction of the lone patent claim term in dispute. The trial is scheduled to begin on July 28, 2027.

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

ChemoCentryx, Inc. v. Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Global FZE, and Zydus Lifesciences Limited; ChemoCentryx, Inc. v. Annora Pharma Private Limited, Hetero USA Inc., and Hetero Labs Limited

On July 29, 2026, pursuant to a joint stipulation, the U.S. District Court for the District of New Jersey ordered a stay of the consolidated action in its entirety pending the FDA Commissioner’s decision on whether to withdraw approval of TAVNEOS. On August 4, 2026, pursuant to its stay order, the court administratively terminated the consolidated action without prejudice.

ABP 206 (nivolumab) Patent Litigation

Bristol-Myers Squibb Company (“BMS”), E. R. Squibb & Sons, L.L.C., and Ono Pharmaceutical Co., Ltd., v. Amgen Inc.

On September 8, 2026, Bristol-Myers Squibb Company (BMS), E. R. Squibb & Sons, L.L.C., and Ono Pharmaceutical Co., Ltd., filed a lawsuit in the Delaware District Court alleging Amgen’s infringement ofseven patents by Amgen’s submission of an application under the BPCIA for FDA licensure of ABP 206 as a biosimilar to BMS’s OPDIVO® (nivolumab) and also seeking declaratory judgment of infringement of the same seven patents. Amgen’s response to BMS’s complaint is due on November 13, 2026.

Antitrust Class Actions

Ventura County, California Antitrust Actions

On August 17, 2026, the California Superior Court for the County of Ventura granted Amgen’s demurrers to the complaints filed by Centene Corporation, Humana, Inc., and Molina Healthcare, Inc., with leave to amend the complaints, finding that based on the allegations Immunex and Roche did not “perdure” as separate entities following the exclusive license as required under California’s Cartwright Act. The court did not reach the other arguments Amgen raised in its demurrers. The plaintiffs have sought dismissal of these matters with prejudice; following dismissal by the court, the plaintiffs can appeal the court’s demurrer ruling.

U.S. Tax Litigation and Related Matters

Securities Class Action Litigation (Roofers Local No. 149 Pension Fund)

Following the parties’ agreement to settle this matter, on October 21, 2026 the U.S. District Court for the Southern District of New York granted preliminary approval of the class action settlement. A hearing to consider final approval of the settlement is scheduled for March 2, 2027.

ChemoCentryx, Inc. Securities Matters

No objections to the settlement were submitted by the September 21, 2026 deadline established by the U.S. District Court for the Northern District of California in its preliminary approval order. On October 29, 2026, the court entered final judgment that approved the settlement and dismissed the action and all claims against the defendants with prejudice.

Opt-Out Cases

On September 14, 2026, defendants ChemoCentryx and its former Chief Executive Officer, Dr. Thomas Schall, entered into a settlement agreement with RA Capital Healthcare Fund, LP (RA Capital) to settle both cases. On October 19, 2026, RA Capital dismissed both the state and federal case pursuant to the terms of the settlement agreement.