The following MD&A is intended to assist the reader in understanding Amgen's
business. MD&A is provided as a supplement to and should be read in conjunction
with our Annual Report on Form 10-K for the year ended December 31, 2021. Our
results of operations discussed in MD&A are presented in conformity with GAAP.
Amgen operates in one business 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,
2021. 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, collaborations and effects of pandemics. 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 is a biotechnology company committed to unlocking the potential of biology
for patients suffering from serious illnesses. A biotechnology pioneer since
1980, Amgen has grown to be one of the world's leading independent biotechnology
companies, has reached millions of patients around the world and is developing a
pipeline of medicines with breakaway potential.

Our principal products are ENBREL, Prolia, XGEVA, Otezla, Aranesp, Neulasta, Repatha, KYPROLIS and Nplate. We also market a number of other products, including MVASI, Vectibix, EVENITY, BLINCYTO, EPOGEN, AMGEVITA, Aimovig, KANJINTI, Parsabiv, LUMAKRAS/LUMYKRAS, NEUPOGEN, Sensipar/Mimpara and TEZSPIRE.

COVID-19 pandemic



Since the onset of the pandemic in 2020, we have been closely monitoring the
pandemic's effects on our global operations. We continue to take appropriate
steps to minimize risks to our employees, a significant number of whom have
continued to work virtually. To date, our remote working arrangements have not
significantly affected our ability to maintain critical business operations, and
we have not experienced disruptions to or shortages of our supply of medicines.

Since the beginning of the COVID-19 pandemic, we have seen changes in demand for
some of our products driven by changes in the frequency of patient visits to
doctors' offices that has impacted the provision of treatments to existing
patients and reduced diagnoses in new patients. During 2021, there was gradual
recovery in both patient visits and diagnoses that approached pre-COVID-19
levels early in the fourth quarter. However, in late 2021, Omicron and other
variants began to impact the healthcare sector and, as a result, COVID-19
continued to affect our business around the world through the first quarter of
2022. Going forward, we may experience ongoing variability in demand patterns
from COVID-19 for 2022. Further, the cumulative decrease in diagnoses over the
course of the pandemic has suppressed the volume of new patients starting
treatment, which continues to impact our business. We will continue to closely
monitor the effects of COVID-19 on patient behavior and access to care.

Since early 2021, global vaccination efforts have been under way to control the
pandemic. Challenges to vaccination efforts, new variants and other causes of
virus spread may require governments to issue additional restrictions and/or
order shutdowns in various geographies. As a result, we expect to see continued
volatility for at least the duration of the pandemic as governments respond to
current local conditions.

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With respect to our drug development activities, we are continuously monitoring
COVID-19 infection rates, including changes from new variants, and working to
mitigate effects on future study enrollment in our clinical trials and
evaluating the impacts in all countries where our clinical trials occur. We
remain focused on supporting our active clinical sites in their provision of
care to patients and in our provision of investigational drug supply.

Despite the ongoing pandemic and business impacts noted above, 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 expenditures and debt service requirements as well as to engage in
capital-return and other business initiatives that we plan to pursue. For a
discussion of the risks the COVID-19 pandemic presents to our results, see Part
1, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended
December 31, 2021.


Significant developments

Following is a summary of selected significant developments affecting our
business that occurred since the filing of our Annual Report on Form 10-K for
the year ended December 31, 2021. For additional developments or for a more
comprehensive discussion of certain developments discussed below, see our Annual
Report on Form 10-K for the year ended December 31, 2021.

Operations

New manufacturing facilities

•In March 2022, we broke ground to build a drug substance plant in North Carolina that will increase our manufacturing network capacity.



Products/Pipeline

Oncology/Hematology

LUMAKRAS/LUMYKRAS

•In April 2022, we announced long-term efficacy and safety data from the
CodeBreaK 100 Phase 1/2 trial in patients with KRAS G12C-mutated advanced NSCLC
who received LUMAKRAS. Data from 174 heavily pre-treated patients (172 with
baseline measurable lesion(s)) were featured in an oral presentation at the
American Association for Cancer Research annual meeting. LUMAKRAS demonstrated a
centrally confirmed ORR of 40.7%, disease control rate of 83.7% and median
duration of response of 12.3 months. The results also showed median PFS of 6.3
months and overall survival of 12.5 months, with 32.5% of patients still alive
at two years. No new safety signals for LUMAKRAS were identified with the
long-term follow-up.

Inflammation

ABP 654

•In April 2022, we announced preliminary results from a Phase 3 study evaluating
the efficacy and safety of ABP 654 compared to STELARA® (ustekinumab) in adult
patients with moderate to severe plaque psoriasis. The study met the primary
efficacy endpoint, demonstrating no clinically meaningful differences between
ABP 654 and STELARA®.

Repatha

•In April 2022, we announced top-line results from the Repatha FOURIER-OLE
studies, two open label extension (OLE) studies to the Phase 3 FOURIER
cardiovascular outcomes trial, composed of a study with 5,035 patients enrolled
in Eastern Europe and the United States and a study with 1,600 patients enrolled
in Western Europe. FOURIER-OLE was designed to assess the long-term safety and
tolerability of Repatha over five years in adults with clinically evident
atherosclerotic cardiovascular disease. The FOURIER-OLE studies showed that
Repatha, administered at 140 mg every two weeks or 420 mg monthly, was safe and
well-tolerated. Patients received Repatha for approximately 5 years, with some
patients receiving Repatha for up to 8.5 years in aggregate across the FOURIER
and OLE studies. No new long-term safety findings were observed. In addition,
medically significant and sustained reduction in low-density lipoprotein
cholesterol (LDL-C) levels were observed in most patients, with greater than 85
percent of patients achieving an LDL-C level of <40 mg/dL during the OLE period.


                                       28

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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,
                            2022            2021        Change
Product sales
U.S.                  $    4,037          $ 3,903          3  %
ROW                        1,694            1,689          -  %
Total product sales        5,731            5,592          2  %
Other revenues               507              309         64  %
Total revenues        $    6,238          $ 5,901          6  %
Operating expenses    $    3,738          $ 3,772         (1) %
Operating income      $    2,500          $ 2,129         17  %
Net income            $    1,476          $ 1,646        (10) %
Diluted EPS           $     2.68          $  2.83         (5) %
Diluted shares               551              581         (5) %


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

Total product sales increased for the three months ended March 31, 2022,
primarily driven by higher unit demand for certain brands, including Repatha,
Prolia, EVENITY and LUMAKRAS/LUMYKRAS, and by favorable changes to estimated
sales deductions, partially offset by declines in the net selling prices of
certain products and the negative impact of foreign currency exchange. For the
remainder of 2022, we expect that net selling prices will continue to decline at
a portfolio level driven by increased competition. In addition, in the first
quarter of 2022, ENBREL and Otezla followed the historic pattern of lower first
quarter sales relative to the remainder of the year due to the impact of benefit
plan changes, insurance reverifications and increased co-pay expenses as U.S.
patients work through deductibles.

Throughout the COVID-19 pandemic, we experienced changes in demand for some of
our products. The pandemic has interrupted many physician-patient interactions,
which has led to delays in diagnoses and treatments, with varying degrees of
impact across our portfolio. In general, declines in the sales of our products
that were impacted by the dynamics of the pandemic were most significant in the
early months of the pandemic, with product demand beginning to show some
recovery in late 2020. During 2021, we observed gradual recovery from the
COVID-19 pandemic, with patient visits and diagnosis rates that approached
pre-pandemic levels early in the fourth quarter. However, late in 2021, Omicron
and other variants began to impact the healthcare sector. This led to diminished
capacity in the healthcare sector and reduced working days for our own sales
force. In March and continuing into April we have seen the impact of Omicron in
the U.S. recede, which allowed us to engage in increased field-facing
activities. Provider and patient activity has also increased leading to
improvements in demand for our products. However, the cumulative decrease in
diagnoses over the course of the pandemic has suppressed the volume of new
patients starting treatment, which continues to impact our business. Given the
unpredictable nature of the pandemic, we expect there could be ongoing
intermittent disruptions in physician-patient interactions, and as a result, we
may experience quarter-to-quarter variability. In addition, other changes in the
healthcare ecosystem have the potential to introduce variability into product
sales trends. For example, changes in U.S. employment have led to changes to the
insured population. Growth in numbers of Medicaid enrollees and uninsured
individuals may have a negative impact on product demand and sales. Overall,
uncertainty remains around the timing and magnitude of our sales during the
COVID-19 pandemic. See Part I, Item 1A. Risk Factors of our Annual Report on
Form 10-K for the year ended December 31, 2021.

Other revenues increased for the three months ended March 31, 2022, primarily driven by the sale of COVID-19 antibody material.



Operating expenses decreased for the three months ended March 31, 2022,
primarily driven by lower SG&A expense and expenses associated with cost-saving
initiatives that occurred in the three months ended March 31, 2021, partially
offset by higher cost of sales. Our operating expenses are expected to be higher
in the remaining quarters of the year as we continue to invest in innovation and
long-term growth.

                                       29

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Although changes in foreign currency exchange rates result in increases or
decreases in our reported international product sales, the benefit or detriment
that such movements have on our international product sales is partially offset
by corresponding increases or decreases in our international operating expenses
and our related foreign currency hedging activities. Our hedging activities seek
to offset the impacts, both positive and negative, that foreign currency
exchange rate changes may have on our net income by hedging our net foreign
currency exposure, primarily with respect to product sales denominated in euros.
The net impact from changes in foreign currency exchange rates was not material
for the three months ended March 31, 2022 and 2021.


Results of operations

Product sales

Worldwide product sales were as follows (dollar amounts in millions):



                                            Three months ended
                                                 March 31,
                                             2022            2021        Change
                 ENBREL                $      862          $   924         (7) %
                 Prolia                       852              758         12  %
                 XGEVA                        502              468          7  %
                 Otezla                       451              476         (5) %
                 Aranesp                      358              355          1  %
                 Neulasta                     348              482        (28) %
                 Repatha                      329              286         15  %
                 KYPROLIS                     287              251         14  %
                 Nplate                       266              227         17  %
                 Other products             1,476            1,365          8  %
                 Total product sales   $    5,731          $ 5,592          2  %


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, 2021: (i) Item 1. Business-Marketing,
Distribution and Selected Marketed Products, (ii) Item 1A. Risk Factors and
(iii) Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations-Overview, and Results of Operations-Product Sales.

ENBREL



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

                                          Three months ended
                                               March 31,
                                            2022             2021       Change
                  ENBREL - U.S.     $      843              $ 894         (6) %
                  ENBREL - Canada           19                 30        (37) %
                  Total ENBREL      $      862              $ 924         (7) %

The decrease in ENBREL sales for the three months ended March 31, 2022, was driven by declines in net selling price and unfavorable changes in inventory.




                                       30

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Prolia



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

                                         Three months ended
                                              March 31,
                                           2022             2021       Change
                   Prolia - U.S.   $      582              $ 501         16  %
                   Prolia - ROW           270                257          5  %
                   Total Prolia    $      852              $ 758         12  %

The increase in global Prolia sales for the three months ended March 31, 2022, was driven by higher unit demand and net selling price.

XGEVA



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

                                        Three months ended
                                             March 31,
                                          2022             2021       Change
                   XGEVA - U.S.   $      368              $ 334         10  %
                   XGEVA - ROW           134                134          -  %
                   Total XGEVA    $      502              $ 468          7  %


The increase in global XGEVA sales for the three months ended March 31, 2022,
was driven by favorable changes to estimated sales deductions and higher net
selling price partially offset by lower unit demand.

Otezla



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

                      Three months ended
                           March 31,
                        2022             2021       Change
Otezla - U.S.   $      350              $ 366         (4) %
Otezla - ROW           101                110         (8) %
Total Otezla    $      451              $ 476         (5) %

The decrease in global Otezla sales for the three months ended March 31, 2022, was primarily driven by lower net selling price and unfavorable changes in inventory, partially offset by higher unit demand.

For a discussion of litigation related to Otezla, see Part IV-Note 19, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.


                                       31

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Aranesp



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

                                         Three months ended
                                              March 31,
                                           2022             2021       Change
                  Aranesp - U.S.   $      137              $ 125         10  %
                  Aranesp - ROW           221                230         (4) %
                  Total Aranesp    $      358              $ 355          1  %


The increase in global Aranesp sales for the three months ended March 31, 2022,
was driven by favorable changes to estimated sales deductions, partially offset
by lower net selling price due to competition.

Aranesp continues to face competition from a long-acting ESA and also faces competition from biosimilar versions of EPOGEN, which will continue to impact sales in the future.



Neulasta

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

                                          Three months ended
                                               March 31,
                                            2022             2021       Change
                  Neulasta - U.S.   $      304              $ 421        (28) %
                  Neulasta - ROW            44                 61        (28) %
                  Total Neulasta    $      348              $ 482        (28) %


The decrease in global Neulasta sales for the three months ended March 31, 2022,
was driven by net selling price and unit demand. Increased competition as a
result of biosimilar versions of Neulasta has had and will continue to have a
significant adverse impact on brand sales, including accelerating net price
erosion and lower unit demand. We also expect other biosimilar versions,
including biosimilars that will use an on-body injector that would compete with
our Onpro injector, to be approved in the future.

For a discussion of ongoing patent litigations related to biosimilars, see Part
IV-Note 19, Contingencies and commitments, to the consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2021 and Note 13, Contingencies and commitments, to the condensed consolidated
financial statements.

Repatha

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

                                         Three months ended
                                              March 31,
                                           2022             2021       Change
                  Repatha - U.S.   $      165              $ 139         19  %
                  Repatha - ROW           164                147         12  %
                  Total Repatha    $      329              $ 286         15  %


The increase in global Repatha sales for the three months ended March 31, 2022,
was driven by higher unit demand, partially offset by lower net selling price.
Contracting changes to improve Medicare Part D and commercial patient access
resulted in the decrease to net selling price.

For a discussion of ongoing litigation related to Repatha, see Part IV-Note 19,
Contingencies and commitments, to the consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2021 and Note 13,
Contingencies and commitments, to the condensed consolidated financial
statements.

                                       32

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KYPROLIS



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

                                          Three months ended
                                               March 31,
                                            2022             2021       Change
                  KYPROLIS - U.S.   $      196              $ 159         23  %
                  KYPROLIS - ROW            91                 92         (1) %
                  Total KYPROLIS    $      287              $ 251         14  %

The increase in global KYPROLIS sales for the three months ended March 31, 2022, was driven by higher unit demand.



The FDA has reported that it has granted tentative or final approval of ANDAs
for generic carfilzomib products filed by a number of companies. The date of
approval of those ANDAs for generic carfilzomib products is governed by the
Hatch-Waxman Act and any applicable settlement agreements between us and certain
companies that seek to develop generic carfilzomib products.

Nplate



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


                                         Three months ended
                                              March 31,
                                           2022             2021       Change
                   Nplate - U.S.   $      156              $ 112         39  %
                   Nplate - ROW           110                115         (4) %
                   Total Nplate    $      266              $ 227         17  %

The increase in global Nplate sales for the three months ended March 31, 2022, was driven by higher unit demand and favorable changes to estimated sales deductions.




                                       33

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Other products



Other product sales by geographic region were as follows (dollar amounts in
millions):

                                                Three months ended
                                                     March 31,
                                                 2022            2021        Change
             MVASI - U.S.                  $      168          $   224        (25) %
             MVASI - ROW                           76               70          9  %
             Vectibix - U.S.                       85               79          8  %
             Vectibix- ROW                        116              112          4  %
             EVENITY - U.S.                       110               57         93  %
             EVENITY- ROW                          60               50         20  %
             BLINCYTO - U.S.                       79               65         22  %
             BLINCYTO - ROW                        59               42         40  %
             EPOGEN - U.S.                        120              125         (4) %
             AMGEVITA - ROW                       108              106          2  %
             Aimovig - U.S.                        98               66         48  %
             Aimovig - ROW                          3                -            NA
             KANJINTI - U.S.                       80              130        (38) %
             KANJINTI - ROW                        16               31        (48) %
             Parsabiv - U.S.                       57               46         24  %
             Parsabiv - ROW                        29               33        (12) %
             LUMAKRAS - U.S.                       48                -            NA
             LUMYKRAS - ROW                        14                -            NA
             NEUPOGEN - U.S.                       23               18         28  %
             NEUPOGEN - ROW                        15               16         (6) %
             Sensipar - U.S.                        4                -            NA
             Sensipar/Mimpara - ROW                16               23        (30) %
             Other - U.S.                          64               42         52  %
             Other - ROW                           28               30         (7) %
             Total other products          $    1,476          $ 1,365          8  %
             Total U.S. - other products   $      936          $   852         10  %
             Total ROW - other products           540              513          5  %
             Total other products          $    1,476          $ 1,365          8  %



NA - not applicable


                                       34

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Operating expenses

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



                                                    Three months ended
                                                        March 31,
                                                    2022           2021        Change
          Operating expenses:
          Cost of sales                         $   1,561       $ 1,490           5  %
          % of product sales                         27.2  %       26.6  %
          % of total revenues                        25.0  %       25.2  %
          Research and development              $     959       $   967

(1) %


          % of product sales                         16.7  %       17.3  %
          % of total revenues                        15.4  %       16.4  %

Selling, general and administrative $ 1,228 $ 1,254

(2) %


          % of product sales                         21.4  %       22.4  %
          % of total revenues                        19.7  %       21.3  %
          Other                                 $     (10)      $    61              *
          Total operating expenses              $   3,738       $ 3,772
     (1) %



* - Change in excess of 100%

Cost of sales

Cost of sales decreased to 25.0% of total revenues for the three months ended
March 31, 2022, primarily driven by the COVID-19 antibody profit share agreement
and lower amortization expense from acquisition-related assets, partially offset
by higher manufacturing costs and increased royalties and profit share.

Research and development

The decrease in R&D expense for the three months ended March 31, 2022, was driven by lower marketed product support and research and early pipeline spend, which included a business development acquisition in the three months ended March 31, 2021, partially offset by higher late-stage development program spend.

Selling, general and administrative

The decrease in SG&A expense for the three months ended March 31, 2022, was primarily driven by lower spend in general and administrative activities.

Other



Other operating expenses for the three months ended March 31, 2022, consisted
primarily of an IPR&D asset adjustment. Other operating expenses for the three
months ended March 31, 2021, consisted primarily of expenses related to cost
savings initiatives.


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Nonoperating expense/income and income taxes



Nonoperating expense/income and income taxes were as follows (dollar amounts in
millions):

                                                   Three months ended
                                                       March 31,
                                                   2022           2021
                 Interest expense, net         $    (295)       $ (285)
                 Other (expense) income, net   $    (530)       $   13
                 Provision for income taxes    $     199        $  211
                 Effective tax rate                 11.9   %      11.4  %

Interest expense, net

The increase in Interest expense, net, for the three months ended March 31, 2022, was primarily due to higher overall debt outstanding and higher LIBOR rates in the current year period on debt for which we effectively pay a variable rate of interest through the use of interest rate swaps.

Other (expense) income, net



The decrease in Other (expense) income, net, for the three months ended March
31, 2022, was primarily due to net losses recognized on our strategic equity
investments in the current year compared with net gains recognized in the prior
year.


Income taxes

The increase in our effective tax rate for the three months ended March 31, 2022, was primarily due to current year net unfavorable items compared to last year, offset by changes in earnings mix.



The Administration proposed and Congress is considering significant changes to
existing tax law. These changes, if enacted, could substantially increase taxes
we pay to the U.S. government. Further, the OECD recently reached agreement to
align countries on a minimum corporate tax rate and an expansion of the taxing
rights of market countries. If enacted, this agreement could result in tax
increases in both the United States and foreign jurisdictions. The U.S. Treasury
recently released final foreign tax credit regulations that eliminate U.S.
creditability of the Puerto Rico Excise Tax beginning in 2023, which will
increase our U.S. tax liability. The U.S. territory of Puerto Rico is
considering changes to its tax system that may minimize or eliminate this
impact, but the outcome of such potential changes is uncertain. Changes to
existing tax law in the United States, the U.S. territory of Puerto Rico, or
other jurisdictions, including the potential changes discussed above, could
result in tax increases where we do business and could have a material adverse
effect on the results of our operations.

In 2017, we received an RAR and a modified RAR from the IRS for the years 2010,
2011 and 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 pursued resolution with the IRS appeals office but were
unable to reach resolution. In July 2021, we filed a petition in the U.S. Tax
Court to contest two duplicate Statutory Notices of Deficiency (Notices) for
2010, 2011 and 2012 that we received in May and July 2021, which seek to
increase our U.S. taxable income for 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 2010-2012 would be reduced by up to
approximately $900 million of repatriation tax previously accrued on our foreign
earnings.

In 2020, we received an RAR and a modified RAR from the IRS for the years 2013,
2014 and 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, 2011 and 2012. We disagreed with the proposed adjustments and calculations
and pursued resolution with the IRS appeals office but were unable to reach
resolution. In April 2022, we received a Notice that seeks to increase our U.S.
taxable income for 2013-2015 by an amount that would result in additional
federal tax of approximately $5.1 billion, plus interest. In addition, the
Notice asserts penalties of approximately $2.0 billion. Any additional tax that
could be imposed for 2013-2015 would be reduced by up to approximately
$2.2 billion of repatriation tax previously accrued 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 are contesting the 2010-2012 Notices
through the judicial process, and we expect to file a Petition in the U.S. Tax
Court to contest the 2013-2015 Notice through the judicial process. We will seek
consolidation of the two periods into one case in Tax Court.

                                       36

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We are also currently under examination by the IRS for the years 2016, 2017 and 2018 and by a number of state and foreign tax jurisdictions.



Final resolution of these complex matters is not likely within the next 12
months. We 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.

We are no longer subject to U.S. federal income tax examinations for years ended on or before December 31, 2009.



See Part II, Item 1A, Risk Factors-The adoption and interpretation of new tax
legislation or exposure to additional tax liabilities could affect our
profitability, and Note 4, Income taxes, to the condensed consolidated financial
statements for further discussion.



                                       37

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Financial condition, liquidity and capital resources

Selected financial data were as follows (in millions):



                                                               March 31, 2022           December 31, 2021
Cash, cash equivalents and marketable securities             $         6,544          $            8,037
Total assets                                                 $        59,196          $           61,165
Current portion of long-term debt                            $           844          $               87
Long-term debt                                               $        36,010          $           33,222
Stockholders' equity                                         $           916          $            6,700

Cash, cash equivalents and marketable securities



Our balance of cash, cash equivalents and marketable securities was $6.5 billion
at March 31, 2022. 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 strategic transactions (including those that expand our
portfolio of products in areas of therapeutic interest), payment of dividends,
stock repurchases and repayment of debt.

We intend to continue to invest in our business while returning capital to
stockholders through the payment of cash dividends and stock repurchases,
thereby reflecting our confidence in the future cash flows of our business and
our desire to optimize our cost of capital. The timing and amount of future
dividends and stock repurchases will vary based on a number of factors,
including future capital requirements for strategic transactions, availability
of financing on acceptable terms, debt service requirements, our credit rating,
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, ASRs and market transactions.

In December 2021, the Board of Directors declared a quarterly cash dividend of
$1.94 per share of common stock for the first quarter of 2022, an increase of
10% for this period, which was paid on March 8, 2022. In March 2022, the Board
of Directors declared a quarterly cash dividend of $1.94 per share of common
stock, which will be paid on June 8, 2022.

We also returned capital to stockholders through our stock repurchase program.
During the three months ended March 31, 2022, we executed trades to repurchase
$5.4 billion of common stock, including $5.1 billion of an initial purchase
under the ASR agreements described below. As of March 31, 2022, $4.6 billion of
authorization remained available under our stock repurchase program.

In February 2022, we entered into ASR agreements under which we paid an
aggregate amount of $6.0 billion to the Dealers and retired an initial 23.3
million shares of common stock. Approximately $0.9 billion of stock remains to
be delivered by the Dealers pending final settlement, which will be based on the
daily volume-weighted average stock price of our common stock during the terms
of the ASR agreements, less a discount and subject to adjustments pursuant to
the terms and conditions of the ASR agreements. At settlement, which is
scheduled to occur in the third quarter of 2022, the Dealers may be required to
deliver additional shares of common stock to us, or under certain circumstances,
we may be required to deliver shares of common stock or to make a cash payment,
at our election, to the Dealers.

As a result of stock repurchases and quarterly dividend payments, we have an
accumulated deficit as of March 31, 2022 and December 31, 2021. Our accumulated
deficit is not anticipated to affect our future ability to operate, repurchase
stock, pay dividends or repay our debt given our continuing profitability and
strong financial position.

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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, 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, sales of marketable securities,
borrowings through commercial paper and/or syndicated credit facilities and
access to other domestic and foreign debt markets and equity markets. See our
Annual Report on Form 10-K for the year ended December 31, 2021, Part I,
Item 1A. Risk Factors-Global economic conditions may negatively affect us and
may magnify certain risks that affect our business.

Certain of our financing arrangements contain nonfinancial covenants. In
addition, our revolving credit agreement includes 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 EBITDA) to (ii) Consolidated Interest Expense,
each as defined and described in the credit agreement. We were in compliance
with all applicable covenants under these arrangements as of March 31, 2022.

Cash flows

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



                                                Three months ended
                                                    March 31,
                                                2022           2021

Net cash provided by operating activities $ 2,164 $ 2,104 Net cash used in investing activities $ (111) $ (319) Net cash used in financing activities $ (3,514) $ (1,939)

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, 2022, increased primarily due to higher
net income, after adjustments for noncash items, partially offset by the impact
of working capital items.

Investing

Cash used in investing activities during the three months ended March 31, 2022,
was primarily due to $190 million of capital expenditures, partially offset by
proceeds from sales of property, plant and equipment. Cash used in investing
activities during the three months ended March 31, 2021, was primarily due to
cash outflows related to capital expenditures of $166 million and net activity
related to marketable securities of $74 million. We currently estimate 2022
spending on capital projects to be approximately $950 million.

Financing



Cash used in financing activities during the three months ended March 31, 2022,
was primarily due to payments to repurchase our common stock of $6.4 billion,
including amounts paid under the ASR agreements discussed above, and the payment
of dividends of $1.1 billion, partially offset by proceeds from the issuance of
debt of $4.0 billion. Cash used in financing activities during the three months
ended March 31, 2021, was primarily due to the payment of dividends of $1.0
billion and payments to repurchase our common stock of $871 million. 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, 2021.

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