ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-3540776
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Amgen Center Drive,
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91320-1799
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Thousand Oaks, California
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(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, $0.0001 par value
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The NASDAQ Global Select Market
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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(A)
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Excludes 624,964 shares of common stock held by directors and executive officers at June 30, 2013. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, directly or indirectly, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.
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Page No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
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BUSINESS
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•
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In October 2013, we acquired Onyx Pharmaceuticals, Inc. (Onyx), a global biopharmaceutical company engaged in the development and commercialization of innovative therapies for improving the lives of people with certain cancers. Onyx has a growing multiple myeloma franchise, with Kyprolis
®
(carfilzomib) for Injection already approved in the United States (U.S.), and with oprozomib being evaluated in clinical trials for patients with hematologic malignancies. In addition, Onyx has three partnered oncology assets: Nexavar
®
(sorafenib) tablets (an Onyx and Bayer HealthCare Pharmaceuticals, Inc. (Bayer) compound), Stivarga
®
(regorafenib) tablets (a Bayer compound), and palbociclib (a Pfizer, Inc. (Pfizer) compound). See Note 2, Business combinations to the Consolidated Financial Statements.
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•
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The FOCUS trial, which could support the European Union (EU) filing for the indication of relapsed/refractory multiple myeloma;
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•
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The ASPIRE trial, which is the confirmatory trial for full U.S. approval as well as a registration-enabling study for relapsed multiple myeloma in the United States and the EU;
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•
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The ENDEAVOR trial, which compares Kyprolis
®
with Velcade
®
(bortezomib) in patients with relapsed multiple myeloma who have received one to three prior therapies; and
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•
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The CLARION trial, which compares Kyprolis
®
with Velcade
®
in patients with newly diagnosed multiple myeloma.
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•
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In December 2013 and January 2014, we announced results from five phase 3 lipid lowering clinical studies evaluating evolocumab as a monotherapy, in combination with statin therapy, in heterozygous familial hypercholesterolemia, in statin-intolerant subjects, and in combination with optimized lipid lowering therapy in a 52 week safety and efficacy study. All five of these studies met their primary endpoints.
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•
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In August 2013, we obtained the commercial rights in the United States to Servier's novel oral drug ivabradine, a small molecule inhibitor of the cardiac f-current (
I
f
). Ivabradine is approved in the EU and many other jurisdictions outside of the United States as Procoralan
®
for chronic heart failure and stable angina in patients with elevated heart rates.
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•
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In March 2013, we announced results from the phase 3 trial in melanoma, which evaluated the efficacy and safety of talimogene laherparepvec for the treatment of unresected stage IIIB, IIIC or IV melanoma compared to treatment with subcutaneous granulocyte-macrophage colony-stimulating factor (GM-CSF).
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•
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In June 2013, we announced that the phase 3 TRINOVA-1 trial evaluating trebananib plus paclitaxel versus placebo plus paclitaxel in recurrent ovarian cancer met its primary endpoint of progression-free survival (PFS). A statistically significant difference was observed in PFS with a 34 percent reduction in the risk of disease progression or death. The median PFS was 7.2 months in the trebananib arm versus 5.4 months in the control arm. The primary analysis of the OS secondary endpoint is event driven.
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•
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moderately to severely active rheumatoid arthritis,
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•
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chronic moderate to severe plaque psoriasis patients who are candidates for systemic therapy or phototherapy, and
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•
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active psoriatic arthritis.
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Product
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Territory
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General Subject Matter
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Expiration
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Neulasta
®
(pegfilgrastim)
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U.S.
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Pegylated G-CSF
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10/20/2015
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Europe
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Pegylated G-CSF
(1)
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2/8/2015
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Enbrel
®
(etanercept)
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U.S.
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Methods of treating psoriasis
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8/13/2019
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U.S.
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Aqueous formulation and methods of treatment using the formulation
(2)
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6/8/2023
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U.S.
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Fusion protein, and pharmaceutical compositions
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11/22/2028
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U.S.
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DNA encoding fusion protein, and methods of making fusion protein
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4/24/2029
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Aranesp
®
(darbepoetin alfa)
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U.S.
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Glycosylation analogs of erythropoietin proteins
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5/15/2024
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Europe
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Glycosylation analogs of erythropoietin proteins
(1)
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8/16/2014
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EPOGEN
®
(epoetin alfa)
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U.S.
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Pharmaceutical erythropoietin formulation with certain stabilizers
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8/26/2014
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U.S.
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Cells that make certain levels of erythropoietin
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5/26/2015
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Prolia
®
/
XGEVA ® (denosumab) |
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U.S.
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RANKL antibodies; and methods of use
(3)
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12/22/2017
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U.S.
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Methods of treatment
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6/25/2022
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U.S.
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Nucleic acids encoding RANKL antibodies, and methods of producing RANKL antibodies
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11/30/2023
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U.S.
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RANKL antibodies including sequences
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2/19/2025
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Europe
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RANKL antibodies
(1)
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12/22/2017
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Europe
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Medical use of RANKL antibodies
(1)
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4/15/2018
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Europe
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RANKL antibodies including epitope binding
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2/23/2021
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Europe
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RANKL antibodies including sequences
(1)
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6/25/2022
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Sensipar
®
/
Mimpara ® (cinacalcet) |
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U.S.
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Calcium receptor-active molecules including species
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10/23/2015
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U.S.
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Methods of treatment
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12/14/2016
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U.S.
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Calcium receptor-active molecules
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3/8/2018
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Europe
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Calcium receptor-active molecules
(1)
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10/23/2015
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Vectibix
®
(panitumumab)
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U.S.
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Human monoclonal antibodies to epidermal growth factor receptor (EGFr)
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4/8/2020
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Europe
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Human monoclonal antibodies to EGFr
(1)
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5/5/2018
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Nplate
®
(romiplostim)
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U.S.
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Thrombopoietic compounds
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1/19/2022
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Europe
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Thrombopoietic compounds
(1)
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10/22/2019
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Kyprolis
®
(carfilzomib)
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U.S.
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Compositions, and methods of treatment
(3)
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4/14/2025
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Europe
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Compositions
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8/8/2025
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(1)
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A European patent with this subject matter is also entitled to supplemental protection in one or more countries in Europe and the length of any such extension will vary by country. For example, supplementary protection certificates have been issued related to the indicated products for patents in at least the following countries:
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•
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pegfilgrastim - France, Germany, Italy, Spain, and the United Kingdom, expiring in 2017
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•
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darbepoetin alfa - France, Germany, Italy, Spain, and the United Kingdom, expiring in 2016
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•
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denosumab - France, Italy and Spain
, expiring in
2025
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•
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cinacalcet - France, Germany, Italy, Spain, and the United Kingdom, expiring in 2019
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•
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panitumumab - France, Germany, Italy, Spain, and the United Kingdom, expiring in 2022
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•
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romiplostim - France, Italy, Spain, and the United Kingdom, expiring in 2024
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(2)
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This formulation patent relates to the currently approved liquid formulation of ENBREL, which formulation accounts for the majority of ENBREL sales in the United States. However, ENBREL is also sold as an alternative lyophilized formulation that requires reconstituting before it can be administered to the patient.
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(3)
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A patent with this subject matter may be entitled to patent term extension in the United States.
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Product
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Territory
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Competitor Marketed Product
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Competitors
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Neulasta
®
/
NEUPOGEN
®
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U.S.
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Granix
®(1)
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Teva Pharmaceutical Industries Ltd. (Teva)
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Europe
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Lonquex
®(2)
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Teva
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Europe
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Filgrastim biosimilars
(3)
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Various
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ENBREL
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U.S. & Canada
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REMICADE
®
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Janssen/Merck & Company, Inc.
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U.S. & Canada
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HUMIRA
®
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AbbVie Inc.
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U.S. & Canada
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Stelara
®(4)
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Janssen
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Aranesp
®
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U.S.
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PROCRIT
®(5)
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Janssen
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Europe
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EPREX
®
/ERYPO
®
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Janssen-Cilag
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Europe
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Epoetin alfa biosimilars
(3)
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Various
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Europe
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MIRCERA
®(6)
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F. Hoffmann-La Roche Ltd. (Roche)
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XGEVA
®
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U.S. & Europe
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Zometa
®
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Novartis AG (Novartis)
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U.S. & Europe
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Zoledronate generics
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Various
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Prolia
®
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U.S. & Europe
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Alendronate generics
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Various
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U.S. & Europe
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Evista
®
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Eli Lilly and Company (Eli Lilly)
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U.S. & Europe
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Zoledronate generics
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Various
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Sensipar
®(7)
/
Mimpara
®
|
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U.S. & Europe
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Active Vitamin D analogs
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Various
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Vectibix
®
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U.S. & Europe
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Erbitux
®
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Eli Lilly/Bristol-Myers Squibb Company (BMS); Merck KGaA
|
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U.S. & Europe
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Avastin
®
|
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Genentech, Inc.
|
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Nplate
®
|
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U.S. & Europe
|
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Promacta
®
/Revolade
®
|
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GlaxoSmithKline plc (GSK)
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Kyprolis
®
|
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U.S.
|
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Velcade
®
|
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Millennium Pharmaceuticals, Inc.
|
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U.S.
|
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Revlimid
®
|
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Celgene Corporation
|
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U.S.
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Pomalyst
®
|
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Celgene Corporation
|
(1)
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Granix
®
launched at the end of 2013 and may have a material adverse impact over time on sales of NEUPOGEN
®
and, to a lesser extent, Neulasta
®
.
|
(2)
|
Lonquex
®
is a long-acting filgrastim product recently launched in Europe.
|
(3)
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Approved via the EU biosimilar regulatory pathway.
|
(4)
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Dermatology only.
|
(5)
|
PROCRIT
®
competes with Aranesp
®
in the supportive cancer care and pre-dialysis settings.
|
(6)
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Competes with Aranesp
®
in the nephrology segment only.
|
(7)
|
Teva and Barr Pharmaceuticals have received approval from the U.S. Food and Drug Administration (FDA) for generic versions of Sensipar
®
that could compete with Sensipar
®
in the future. There is an injunction prohibiting them from commercializing in the United States until expiration of the patents.
|
•
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to manufacture Sensipar
®
/Mimpara
®
, except for certain fill and finish activities performed by us in Puerto Rico;
|
•
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to supplement commercial bulk manufacturing, as needed, for ENBREL, Prolia
®
, XGEVA
®
and Vectibix
®
;
|
•
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to fill and finish certain portions of ENBREL; and
|
•
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to formulate, fill and finish Nplate
®
.
|
•
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In phase 1, we conduct small clinical trials to investigate the safety and proper dose ranges of our product candidates in a small number of human subjects.
|
•
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In phase 2, we conduct clinical trials to investigate side effect profiles and the efficacy of our product candidates in a larger number of patients who have the disease or condition under study.
|
•
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In phase 3, we conduct clinical trials to investigate the safety and efficacy of our product candidates in a large number of patients who have the disease or condition under study.
|
Molecule
|
|
Disease/Condition
|
Phase 3 Programs
|
|
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Aranesp
®
|
|
Myelodysplastic syndromes
|
Blinatumomab
|
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Acute lymphoblastic leukemia (ALL)
|
Brodalumab
|
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Psoriasis
|
Evolocumab (AMG 145)
|
|
Dyslipidemia
|
Kyprolis
®
*
|
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Multiple myeloma
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Prolia
®
|
|
Male osteoporosis (EU only);
Glucocorticoid-induced osteoporosis
|
Rilotumumab
|
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Gastric cancer
|
Romosozumab
|
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Postmenopausal osteoporosis (PMO)
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Sensipar
®
/ Mimpara
®
|
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Post renal transplant
|
Talimogene laherparepvec
|
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Melanoma
|
Trebananib
|
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Ovarian cancer
|
Vectibix
®
|
|
Metastatic colorectal cancer (mCRC) (US only)
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Velcalcetide (AMG 416)
|
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Secondary hyperparathyroidism in patients with CKD receiving dialysis
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XGEVA
®
|
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Delay or prevention of bone metastases in breast cancer;
Cancer-related bone damage in patients with multiple myeloma
|
Phase 2 Programs
|
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AMG 139
|
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Inflammatory diseases
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AMG 181
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Inflammatory bowel diseases
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AMG 334
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Migraine
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Blinatumomab
|
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Non-Hodgkin’s Lymphoma (NHL)
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Brodalumab
|
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Inflammatory diseases
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Kyprolis
®
*
|
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Small-cell lung cancer
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Omecamtiv mecarbil
|
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Heart failure
|
Oprozomib*
|
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Hematologic malignancies
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XGEVA
®
|
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First-line metastatic non-small cell lung cancer;
Hypercalcemia of malignancy
|
Phase 1 Programs
|
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AMG 110
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Various cancer types
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AMG 157
|
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Asthma
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AMG 172
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Various cancer types
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AMG 208
|
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Various cancer types
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AMG 232
|
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Various cancer types
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AMG 282
|
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Asthma
|
AMG 319
|
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Hematologic malignancies
|
AMG 333
|
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Migraine
|
AMG 337
|
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Various cancer types
|
AMG 357
|
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Autoimmune diseases
|
AMG 557
|
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Systemic lupus erythematosus
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AMG 581
|
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Schizophrenia
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AMG 595
|
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Glioblastoma
|
AMG 729
|
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Autoimmune diseases
|
AMG 780
|
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Various cancer types
|
AMG 811
|
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Systemic lupus erythematosus
|
AMG 820
|
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Various cancer types
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AMG 876
|
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Type 2 diabetes
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AMG 900
|
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Various cancer types
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Oprozomib*
|
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Solid tumors
|
*
|
Being developed by Onyx, an Amgen subsidiary
|
Phase 3
|
clinical trials investigate the safety and efficacy of a product candidate in a large number of patients who have the disease or condition under study.
|
Phase 2
|
clinical trials investigate side effect profiles and efficacy of a product candidate in a large number of patients who have the disease or condition under study.
|
Phase 1
|
clinical trials investigate safety and proper dose ranges of a product candidate in a small number of human subjects.
|
Molecule
|
|
Disease / Condition
|
|
Program Change
|
Blinatumomab
|
|
ALL
|
|
Advanced to phase 3
|
Velcalcetide (AMG 416)
|
|
Secondary hyperparathyroidism in patients with CKD receiving dialysis
|
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Advanced to phase 3
|
XGEVA
®
|
|
Delay or prevention of bone metastases in prostate cancer (EU only)
|
|
Concluded - No longer pursing our marketing application with the EMA
|
Kyprolis
®
|
|
Multiple myeloma
|
|
Added through acquisition of Onyx
|
Molecule
|
|
Territory
|
|
General Subject Matter
|
|
Estimated Expiration*
|
Blinatumomab
|
|
U.S.
|
|
Polypeptides
|
|
2019
|
|
|
Europe
|
|
Polypeptides
|
|
2019
|
Brodalumab
|
|
U.S.
|
|
Polynucleotides and polypeptides
|
|
2027
|
Evolocumab (AMG 145)
|
|
U.S.
|
|
Polypeptides
|
|
2029
|
Rilotumumab
|
|
U.S.
|
|
Polypeptides
|
|
2028
|
Romosozumab
|
|
U.S.
|
|
Polypeptides
|
|
2026
|
|
|
Europe
|
|
Polypeptides
|
|
2026
|
Talimogene laherparepvec
|
|
U.S.
|
|
Modified HSV-1 compounds and strains
|
|
2021
|
|
|
Europe
|
|
Modified HSV-1 compounds and strains
|
|
2021
|
Trebananib
|
|
U.S.
|
|
Polynucleotides and polypeptides
|
|
2025
|
|
|
Europe
|
|
Polynucleotides and polypeptides
|
|
2022
|
Velcalcetide (AMG 416)
|
|
U.S.
|
|
Compound
|
|
2030
|
*
|
Patent expiration estimates are based on issued patents which may be challenged, invalidated, or circumvented by competitors. The patent expiration estimates do not include any term adjustments, extensions or supplemental protection certificates that may be obtained in the future and extend these dates. Corresponding patent applications are pending in other jurisdictions. Additional patents may be filed or issued and may provide additional exclusivity for the product candidate or its use.
|
Item 1A.
|
RISK FACTORS
|
•
|
revised or restrictive labeling for our products;
|
•
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requirement of risk management activities or other regulatory agency compliance actions related to the promotion and sale of our products;
|
•
|
mandated post-marketing commitments or pharmacovigilance programs for our approved products;
|
•
|
product recalls of our approved products;
|
•
|
revocation of approval for our products from the market completely, or within particular therapeutic areas;
|
•
|
increased timelines or delays in being approved by the FDA or other regulatory bodies; and/or
|
•
|
fewer treatments or product candidates being approved by regulatory bodies.
|
•
|
the product candidate did not demonstrate acceptable clinical trial results even though it demonstrated positive preclinical trial results, for reasons that could include changes in the standard of care of medicine;
|
•
|
the product candidate was not effective or more effective than currently available therapies in treating a specified condition or illness;
|
•
|
the product candidate is not cost effective in light of existing therapeutics;
|
•
|
the product candidate had harmful side effects in humans or animals;
|
•
|
the necessary regulatory bodies, such as the FDA or EMA, did not approve our product candidate for an intended use;
|
•
|
the product candidate was not economical for us to manufacture and commercialize;
|
•
|
the biosimilar product candidate fails to demonstrate the requisite biosimilarity to the applicable reference product, or is otherwise determined to be unacceptable for purposes of safety or efficacy, to gain approval under the biosimilar pathway;
|
•
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other parties have or may have proprietary rights relating to our product candidate, such as patent rights, and will not let us sell it on reasonable terms, or at all;
|
•
|
we and certain of our licensees, partners or independent investigators may fail to effectively conduct clinical development or clinical manufacturing activities; and
|
•
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the regulatory pathway to approval for product candidates is uncertain or not well-defined.
|
•
|
delay the clinical trial program;
|
•
|
require additional or longer trials to gain approval;
|
•
|
prohibit regulatory approval of our product candidates or new indications for existing products; and
|
•
|
render the product candidate commercially unfeasible or limit our ability to market existing products completely or in certain therapeutic areas.
|
•
|
regulatory requirements or action by regulatory agencies or others;
|
•
|
adverse financial or other strategic developments at or affecting the supplier;
|
•
|
unexpected demand for or shortage of raw materials, medical devices or components;
|
•
|
failure to comply with our quality standards which results in quality and product failures, product contamination and/or recall;
|
•
|
a material shortage, contamination, recall and/or restrictions on the use of certain biologically derived substances or other raw materials;
|
•
|
discovery of previously unknown or undetected imperfections in raw materials, medical devices or components; and
|
•
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labor disputes or shortages, including the effects of a pandemic flu outbreak, natural disaster, or otherwise.
|
•
|
capacity of our facilities and those of our contract manufacturers;
|
•
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contamination by microorganisms or viruses;
|
•
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natural or other disasters, including hurricanes, earthquakes, volcanoes or fires;
|
•
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labor disputes or shortages, including the effects of a pandemic flu outbreak, natural disaster, or otherwise;
|
•
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degree of compliance with regulatory requirements;
|
•
|
changes in forecasts of future demand;
|
•
|
timing and actual number of production runs;
|
•
|
updating of manufacturing specifications;
|
•
|
production success rates and yields;
|
•
|
contractual disputes with our suppliers and contract manufacturers; and
|
•
|
timing and outcome of product quality testing.
|
•
|
power failures and/or other utility failures;
|
•
|
breakdown, failure or substandard performance of equipment;
|
•
|
improper installation or operation of equipment;
|
•
|
labor disputes or shortages, including the effects of a pandemic flu outbreak;
|
•
|
inability or unwillingness of third-party suppliers to provide raw materials and components; and
|
•
|
natural or other disasters, including hurricanes, earthquakes or fires.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Year ended December 31, 2013
|
|
High
|
|
Low
|
||||
Fourth quarter
|
|
$
|
118.69
|
|
|
$
|
106.28
|
|
Third quarter
|
|
117.52
|
|
|
95.81
|
|
||
Second quarter
|
|
113.42
|
|
|
94.60
|
|
||
First quarter
|
|
102.51
|
|
|
82.08
|
|
||
Year ended December 31, 2012
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
90.17
|
|
|
$
|
84.00
|
|
Third quarter
|
|
84.81
|
|
|
73.85
|
|
||
Second quarter
|
|
73.02
|
|
|
65.59
|
|
||
First quarter
|
|
69.84
|
|
|
63.76
|
|
Amgen vs. Amex Biotech, Amex Pharmaceutical and S&P 500 Indices
|
Comparison of Five-Year Cumulative Total Return
|
Value of Investment of $100 on December 31, 2008
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||
Amgen (AMGN)
|
100.00
|
|
|
97.96
|
|
|
95.06
|
|
|
112.40
|
|
|
153.15
|
|
|
206.03
|
|
Amex Biotech (BTK)
|
100.00
|
|
|
145.58
|
|
|
200.51
|
|
|
168.74
|
|
|
238.94
|
|
|
360.26
|
|
Amex Pharmaceutical (DRG)
|
100.00
|
|
|
116.98
|
|
|
119.92
|
|
|
135.41
|
|
|
155.59
|
|
|
204.15
|
|
S&P 500 (SPX)
|
100.00
|
|
|
125.93
|
|
|
144.60
|
|
|
147.63
|
|
|
170.95
|
|
|
225.73
|
|
|
|
Total
number of
shares
purchased
|
|
Average
price paid
per share
(1)
|
|
Total number
of shares
purchased as
part of
publicly
announced
program
|
|
Maximum dollar
value that may
yet be purchased
under the
program
(2)
|
||||||
January 1 - January 31
|
|
5,261,500
|
|
|
$
|
85.30
|
|
|
5,261,500
|
|
|
$
|
1,882,491,021
|
|
February 1 - February 28
|
|
3,811,000
|
|
|
84.66
|
|
|
3,811,000
|
|
|
1,559,838,541
|
|
||
March 1 - December 31
|
|
—
|
|
|
|
|
|
—
|
|
|
1,559,838,541
|
|
||
January 1 - December 31
|
|
9,072,500
|
|
|
$
|
85.03
|
|
|
9,072,500
|
|
|
|
(1)
|
Average price paid per share includes related expenses.
|
(2)
|
On December 13, 2012, our Board of Directors authorized the repurchase of an additional $2 billion of our common stock.
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Years ended December 31,
|
||||||||||||||||||
Consolidated Statement of Income Data:
|
2013
|
|
2012
(1)
|
|
2011
(1)
|
|
2010
(1)
|
|
2009
(1)
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
18,192
|
|
|
$
|
16,639
|
|
|
$
|
15,295
|
|
|
$
|
14,660
|
|
|
$
|
14,351
|
|
Other revenues
|
484
|
|
|
626
|
|
|
287
|
|
|
393
|
|
|
291
|
|
|||||
Total revenues
|
18,676
|
|
|
17,265
|
|
|
15,582
|
|
|
15,053
|
|
|
14,642
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
3,346
|
|
|
3,199
|
|
|
2,708
|
|
|
2,501
|
|
|
2,372
|
|
|||||
Research and development
|
4,083
|
|
|
3,380
|
|
|
3,167
|
|
|
2,894
|
|
|
2,864
|
|
|||||
Selling, general and administrative
|
5,184
|
|
|
4,814
|
|
|
4,499
|
|
|
3,996
|
|
|
3,833
|
|
|||||
Other
(2)
|
196
|
|
|
295
|
|
|
896
|
|
|
117
|
|
|
67
|
|
|||||
Net income
|
5,081
|
|
|
4,345
|
|
|
3,683
|
|
|
4,627
|
|
|
4,605
|
|
|||||
Diluted earnings per share
|
6.64
|
|
|
5.52
|
|
|
4.04
|
|
|
4.79
|
|
|
4.51
|
|
|||||
Dividends paid per share
|
1.88
|
|
|
1.44
|
|
|
0.56
|
|
|
—
|
|
|
—
|
|
|||||
|
As of December 31,
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total assets
|
$
|
66,125
|
|
|
$
|
54,298
|
|
|
$
|
48,871
|
|
|
$
|
43,486
|
|
|
$
|
39,629
|
|
Total debt
(3)
|
32,128
|
|
|
26,529
|
|
|
21,428
|
|
|
13,362
|
|
|
10,601
|
|
|||||
Total stockholders’ equity
(4)
|
22,096
|
|
|
19,060
|
|
|
19,029
|
|
|
23,944
|
|
|
22,667
|
|
(1)
|
Prior-period amounts for amortization of certain acquired intangible assets have been reclassified within Operating expenses in our Consolidated Statements of Income to conform to the current-period presentation.
|
(2)
|
In 2011, we recorded a $780 million legal settlement charge ($705 million, net of tax) in connection with an agreement in principle to settle allegations related to our sales and marketing practices.
|
(3)
|
See Note 14, Financing arrangements, to the Consolidated Financial Statements for discussion of our financing arrangements. In addition, in 2010 and 2009, we issued $2.5 billion and $2.0 billion, respectively, aggregate principal amount of notes. No debt was due or repaid in 2010. In 2009, we repaid $1.0 billion of fixed interest rate notes.
|
(4)
|
Throughout the five years ended December 31, 2013, we had a share repurchase program authorized by the Board of Directors through which we repurchased
$0.8 billion
,
$4.7 billion
,
$8.3 billion
, $3.8 billion and $3.2 billion, respectively, of Amgen common stock.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
Neulasta
®
— U.S.
|
$
|
3,499
|
|
|
9
|
%
|
|
$
|
3,207
|
|
|
7
|
%
|
|
$
|
3,006
|
|
Neulasta
®
— ROW
|
893
|
|
|
1
|
%
|
|
885
|
|
|
(6
|
)%
|
|
946
|
|
|||
Total Neulasta
®
|
4,392
|
|
|
7
|
%
|
|
4,092
|
|
|
4
|
%
|
|
3,952
|
|
|||
NEUPOGEN
®
— U.S.
|
1,169
|
|
|
16
|
%
|
|
1,007
|
|
|
5
|
%
|
|
959
|
|
|||
NEUPOGEN
®
— ROW
|
229
|
|
|
(9
|
)%
|
|
253
|
|
|
(16
|
)%
|
|
301
|
|
|||
Total NEUPOGEN
®
|
1,398
|
|
|
11
|
%
|
|
1,260
|
|
|
—
|
%
|
|
1,260
|
|
|||
Total Neulasta
®
/NEUPOGEN
®
|
$
|
5,790
|
|
|
8
|
%
|
|
$
|
5,352
|
|
|
3
|
%
|
|
$
|
5,212
|
|
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
ENBREL — U.S.
|
|
$
|
4,256
|
|
|
7
|
%
|
|
$
|
3,967
|
|
|
15
|
%
|
|
$
|
3,458
|
|
ENBREL — Canada
|
|
295
|
|
|
10
|
%
|
|
269
|
|
|
11
|
%
|
|
243
|
|
|||
Total ENBREL
|
|
$
|
4,551
|
|
|
7
|
%
|
|
$
|
4,236
|
|
|
14
|
%
|
|
$
|
3,701
|
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
Aranesp
®
— U.S.
|
$
|
747
|
|
|
(4
|
)%
|
|
$
|
782
|
|
|
(21
|
)%
|
|
$
|
986
|
|
Aranesp
®
— ROW
|
1,164
|
|
|
(7
|
)%
|
|
1,258
|
|
|
(4
|
)%
|
|
1,317
|
|
|||
Total Aranesp
®
|
$
|
1,911
|
|
|
(6
|
)%
|
|
$
|
2,040
|
|
|
(11
|
)%
|
|
$
|
2,303
|
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
EPOGEN
®
— U.S.
|
$
|
1,953
|
|
|
1
|
%
|
|
$
|
1,941
|
|
|
(5
|
)%
|
|
$
|
2,040
|
|
•
|
response to changes in reimbursement including recent reduction to the ESRD payment bundle effective January 1, 2014;
|
•
|
potential increased competition in the U.S. dialysis setting; and
|
•
|
changes in dose utilization as healthcare providers continue to refine their treatment practices in accordance with approved labeling.
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
XGEVA
®
— U.S.
|
$
|
764
|
|
|
19
|
%
|
|
$
|
644
|
|
|
88
|
%
|
|
$
|
343
|
|
XGEVA
®
— ROW
|
255
|
|
|
*
|
|
|
104
|
|
|
*
|
|
|
8
|
|
|||
Total XGEVA
®
|
1,019
|
|
|
36
|
%
|
|
748
|
|
|
*
|
|
|
351
|
|
|||
Prolia
®
— U.S.
|
462
|
|
|
58
|
%
|
|
292
|
|
|
*
|
|
|
130
|
|
|||
Prolia
®
— ROW
|
282
|
|
|
57
|
%
|
|
180
|
|
|
*
|
|
|
73
|
|
|||
Total Prolia
®
|
744
|
|
|
58
|
%
|
|
472
|
|
|
*
|
|
|
203
|
|
|||
Total XGEVA
®
/Prolia
®
|
$
|
1,763
|
|
|
45
|
%
|
|
$
|
1,220
|
|
|
*
|
|
|
$
|
554
|
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
Sensipar
®
— U.S.
|
$
|
757
|
|
|
18
|
%
|
|
$
|
639
|
|
|
23
|
%
|
|
$
|
518
|
|
Sensipar
®
/Mimpara
®
— ROW
|
332
|
|
|
7
|
%
|
|
311
|
|
|
7
|
%
|
|
290
|
|
|||
Total Sensipar
®
/Mimpara
®
|
$
|
1,089
|
|
|
15
|
%
|
|
$
|
950
|
|
|
18
|
%
|
|
$
|
808
|
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
|
2011
|
||||||||
Vectibix
®
— U.S.
|
$
|
126
|
|
|
3
|
%
|
|
$
|
122
|
|
|
—
|
%
|
|
$
|
122
|
|
Vectibix
®
— ROW
|
263
|
|
|
11
|
%
|
|
237
|
|
|
19
|
%
|
|
200
|
|
|||
Nplate
®
— U.S.
|
241
|
|
|
13
|
%
|
|
214
|
|
|
31
|
%
|
|
163
|
|
|||
Nplate
®
— ROW
|
186
|
|
|
21
|
%
|
|
154
|
|
|
15
|
%
|
|
134
|
|
|||
Kyprolis
®
— U.S.
|
71
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|||
Kyprolis
®
— ROW
|
2
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|||
Other — ROW
|
246
|
|
|
42
|
%
|
|
173
|
|
|
*
|
|
|
58
|
|
|||
Total other product sales
|
$
|
1,135
|
|
|
26
|
%
|
|
$
|
900
|
|
|
33
|
%
|
|
$
|
677
|
|
Total U.S. — other products
|
$
|
438
|
|
|
30
|
%
|
|
$
|
336
|
|
|
18
|
%
|
|
$
|
285
|
|
Total ROW — other products
|
697
|
|
|
24
|
%
|
|
564
|
|
|
44
|
%
|
|
392
|
|
|||
Total other product sales
|
$
|
1,135
|
|
|
26
|
%
|
|
$
|
900
|
|
|
33
|
%
|
|
$
|
677
|
|
Category
|
|
Description
|
Discovery Research and Translational Sciences
|
|
R&D expenses incurred in activities substantially in support of early research through the completion of phase 1 clinical trials. These activities encompass our discovery research and translational sciences functions, including drug discovery, toxicology, pharmacokinetics and drug metabolism, and process development.
|
Later stage clinical programs
|
|
R&D expenses incurred in or related to phase 2 and phase 3 clinical programs intended to result in registration of a new product or a new indication for an existing product in the United States or the EU.
|
Marketed products
|
|
R&D expenses incurred in support of the Company’s marketed products that are authorized to be sold in the United States or the EU. Includes clinical trials designed to gather information on product safety (certain of which may be required by regulatory authorities) and their product characteristics after regulatory approval has been obtained, as well as the costs of obtaining regulatory approval of a product in a new market after approval in either the United States or the EU has been obtained.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discovery Research and Translational Sciences
|
$
|
1,233
|
|
|
$
|
1,137
|
|
|
$
|
1,125
|
|
Later stage clinical programs
|
1,950
|
|
|
1,285
|
|
|
983
|
|
|||
Marketed products
|
900
|
|
|
958
|
|
|
1,059
|
|
|||
Total R&D expense
|
$
|
4,083
|
|
|
$
|
3,380
|
|
|
$
|
3,167
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense, net
|
$
|
1,022
|
|
|
$
|
1,053
|
|
|
$
|
610
|
|
Interest and other income, net
|
$
|
420
|
|
|
$
|
485
|
|
|
$
|
448
|
|
Provisions for income taxes
|
$
|
184
|
|
|
$
|
664
|
|
|
$
|
467
|
|
Effective tax rate
|
3.5
|
%
|
|
13.3
|
%
|
|
11.3
|
%
|
|
2013
|
|
2012
|
||||
Cash, cash equivalents and marketable securities
|
$
|
19,401
|
|
|
$
|
24,061
|
|
Restricted investments
|
3,412
|
|
|
—
|
|
||
Total cash, cash equivalents, marketable securities and restricted investments
|
$
|
22,813
|
|
|
$
|
24,061
|
|
Total assets
|
66,125
|
|
|
54,298
|
|
||
Current portion of long-term debt
|
2,505
|
|
|
2,495
|
|
||
Long-term debt
|
29,623
|
|
|
24,034
|
|
||
Stockholders’ equity
|
22,096
|
|
|
19,060
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities
|
$
|
6,291
|
|
|
$
|
5,882
|
|
|
$
|
5,119
|
|
Net cash used in investing activities
|
(8,469
|
)
|
|
(9,990
|
)
|
|
(786
|
)
|
|||
Net cash provided by (used in) financing activities
|
2,726
|
|
|
419
|
|
|
(674
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
|
|
Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Contractual obligations
|
Total
|
|
1
|
|
2 and 3
|
|
4 and 5
|
|
6 and beyond
|
||||||||||
Long-term debt obligations
(1) (2) (3) (4)
|
$
|
50,245
|
|
|
$
|
3,625
|
|
|
$
|
5,007
|
|
|
$
|
12,412
|
|
|
$
|
29,201
|
|
Operating lease obligations
|
905
|
|
|
140
|
|
|
239
|
|
|
181
|
|
|
345
|
|
|||||
Purchase obligations
(5)
|
2,249
|
|
|
895
|
|
|
450
|
|
|
245
|
|
|
659
|
|
|||||
UTBs
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
53,399
|
|
|
$
|
4,660
|
|
|
$
|
5,696
|
|
|
$
|
12,838
|
|
|
$
|
30,205
|
|
(1)
|
Long-term debt obligations include future interest payments which are included in our financing arrangements at the fixed contractual coupon rates. To achieve a desired mix of fixed and floating interest rate debt, we enter into interest rate swap contracts that effectively convert a fixed rate interest coupon for certain of our debt issuances to a floating LIBOR-based coupon over the life of the respective note. We used an interest rate forward curve at December 31, 2013, in computing net amounts to be paid or received under our interest rate swap contracts which resulted in an aggregate net increase in future interest payments of $68 million. See Note 14, Financing arrangements,
to the Consolidated Financial Statements for further discussion of our interest swap contracts.
|
(2)
|
Long-term debt obligations include future interest payments under our Master Repurchase Agreement and Term Loan at LIBOR-based variable rates of interest. We used an interest rate forward curve at December 31, 2013, in computing interest payments on these debt obligations. See Note 14, Financing arrangements,
to the Consolidated Financial Statements for further discussion of these debt obligations.
|
(3)
|
Long-term debt obligations include contractual interest payments and principal repayment of our debt obligations. In order to hedge our exposure to foreign currency exchange rate risk associated with certain of our pound sterling and euro denominated long-term debt issued in 2012 and 2011, we entered into cross-currency swap contracts that effectively convert interest payments and principal repayment on this debt from pounds sterling/euros to U.S. dollars. For purposes of this table, we used the contracted exchange rates in the cross-currency swap contracts to compute the net amounts of future interest payments and principal repayments on this debt. See Note 17, Derivative instruments, to the Consolidated Financial Statements for further discussion of our cross-currency swap contracts.
|
(4)
|
Interest payments and the repayment of principal on our 4.375% 2018 euro Notes were translated into U.S. dollars at the foreign currency exchange rate in effect at December 31, 2013. See Note 14, Financing arrangements, to the Consolidated Financial Statements for further discussion of our long-term debt obligations.
|
(5)
|
Purchase obligations relate primarily to (i) our long-term supply agreements with third-party manufacturers, which are based on firm commitments for the purchase of production capacity; (ii) R&D commitments (including those related to clinical trials) for new and existing products; (iii) capital expenditures; and (iv) open purchase orders for the acquisition of goods and services in the ordinary course of business. Our obligation to pay certain of these amounts may be reduced based on certain future events.
|
(6)
|
Liabilities for UTBs (net of foreign tax credits and federal tax benefit of state taxes) and related accrued interest and penalties totaling approximately $1.3 billion at
December 31, 2013
, are not included in the table above because, due to their nature, there is a high degree of uncertainty regarding the timing of future cash outflows and other events that extinguish these liabilities.
|
|
Rebates
|
|
Chargebacks
|
|
Other deductions
|
|
Total
|
||||||||
Balance as of January 1, 2011
|
$
|
844
|
|
|
$
|
173
|
|
|
$
|
127
|
|
|
$
|
1,144
|
|
Amounts charged against product sales
|
1,795
|
|
|
2,626
|
|
|
670
|
|
|
5,091
|
|
||||
Payments
|
(1,592
|
)
|
|
(2,600
|
)
|
|
(717
|
)
|
|
(4,909
|
)
|
||||
Balance as of December 31, 2011
|
1,047
|
|
|
199
|
|
|
80
|
|
|
1,326
|
|
||||
Amounts charged against product sales
|
1,480
|
|
|
2,709
|
|
|
659
|
|
|
4,848
|
|
||||
Payments
|
(1,680
|
)
|
|
(2,741
|
)
|
|
(624
|
)
|
|
(5,045
|
)
|
||||
Balance as of December 31, 2012
|
847
|
|
|
167
|
|
|
115
|
|
|
1,129
|
|
||||
Amounts charged against product sales
|
1,784
|
|
|
3,008
|
|
|
669
|
|
|
5,461
|
|
||||
Payments
|
(1,736
|
)
|
|
(2,924
|
)
|
|
(682
|
)
|
|
(5,342
|
)
|
||||
Balance as of December 31, 2013
|
$
|
895
|
|
|
$
|
251
|
|
|
$
|
102
|
|
|
$
|
1,248
|
|
•
|
determining the timing and expected costs to complete in-process projects taking into account the stage of completion at the acquisition date;
|
•
|
projecting the probability and timing of obtaining marketing approval from the FDA and other regulatory agencies for product candidates;
|
•
|
estimating the timing of and future net cash flows from product sales resulting from completed products and in-process projects; and
|
•
|
developing appropriate discount rates to calculate the present values of the cash flows.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights
|
|
Weighted Average Exercise Price Outstanding Options and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||
Equity compensation plans approved by Amgen security holders:
|
|
|
|
|
|
|
||||
Amended and Restated 2009 Equity Incentive Plan
(1)
|
|
20,306,093
|
|
|
$
|
57.31
|
|
|
57,515,257
|
|
Amended and Restated 1991 Equity Incentive Plan
(2)
|
|
2,438,298
|
|
|
$
|
51.04
|
|
|
—
|
|
Amended and Restated Employee Stock Purchase Plan
|
|
|
|
—
|
|
|
5,427,151
|
|
||
Total Approved Plans
|
|
22,744,391
|
|
|
$
|
55.15
|
|
|
62,942,408
|
|
Equity compensation plans not approved by Amgen security holders:
|
|
|
|
|
|
|
||||
Amended and Restated 1999 Equity Incentive Plan
(3)
|
|
265,111
|
|
|
$
|
47.21
|
|
|
—
|
|
Amended and Restated 1997 Equity Incentive Plan
(4)
|
|
20,596
|
|
|
$
|
57.88
|
|
|
—
|
|
Amended and Restated 1997 Special Non-Officer Equity Incentive Plan
(5)
|
|
37,139
|
|
|
$
|
61.26
|
|
|
—
|
|
Amended and Restated 1999 Incentive Stock Plan
(6)
|
|
31,177
|
|
|
$
|
59.60
|
|
|
—
|
|
Amended and Restated Assumed Avidia Equity Plan
(7)
|
|
1,622
|
|
|
$
|
1.91
|
|
|
—
|
|
Amgen Profit Sharing Plan for Employees in Ireland
(8)
|
|
—
|
|
|
—
|
|
|
160,136
|
|
|
Total Unapproved Plans
|
|
355,645
|
|
|
$
|
50.18
|
|
|
160,136
|
|
Total All Plans
|
|
23,100,036
|
|
|
$
|
54.91
|
|
|
63,102,544
|
|
(1)
|
The Amended and Restated 2009 Equity Incentive Plan employs a fungible share counting formula for determining the number of shares available for issuance under the plan. In accordance with this formula, each option or stock appreciation right counts as one share, while each restricted stock unit, performance unit or dividend equivalent counts as 1.9 shares. The number under column (a) represents the actual number of shares issuable under our outstanding awards without giving effect to the fungible share counting formula. The number under column (c) represents the number of shares available for issuance under this plan based on each such available share counting as one share. Commencing with the grants made in April 2012, RSUs and performance units accrue dividend equivalents that are payable in shares only to the extent and when the underlying RSUs vest or underlying performance units have been earned and the related shares are issued to the grantee. The performance units granted under this plan are earned based on the accomplishment of specified performance goals at the end of their respective three-year performance periods; the number of performance units granted represent target performance and the maximum number of units that could be earned based on our performance is 150% of the performance units granted.
|
(2)
|
This plan has terminated as to future grants. The number under column (a) with respect to this plan includes 21,130 shares issuable upon the vesting of outstanding RSUs (including 1,542 related dividend equivalents), which are not included in calculating the weighted average exercise price in column (b).
|
(3)
|
This plan has terminated as to future grants. This plan was originally assumed pursuant to the terms of the merger agreement between Amgen and Immunex which was approved by our stockholders in May 2002. Both plans were previously approved by Immunex’s shareholders.
|
(4)
|
This plan has terminated as to future grants. This plan was originally assumed by Amgen in connection with the merger of Tularik with and into Amgen SF, LLC, a wholly owned subsidiary of Amgen, on August 13, 2004. This plan was previously approved by Tularik’s shareholders.
|
(5)
|
This plan has terminated as to future grants.
|
(6)
|
These plans have terminated as to future grants. These plans were originally assumed by Amgen in connection with the merger of Abgenix with and into Amgen Fremont Inc., a wholly owned subsidiary of Amgen, on April 1, 2006. The Amended and Restated 1996 Incentive Stock Plan (1996 Plan) was previously approved by Abgenix’s shareholders. The number under column (a) with respect to the Amended and Restated 1999 Incentive Stock Plan includes
57
shares issuable upon the vesting of outstanding RSUs, which are not included in calculating the weighted average exercise price in column (b).
|
(7)
|
This plan has terminated as to future grants. This plan was originally assumed by Amgen in connection with the merger of Avidia, Inc. with and into Amgen Mountain View Inc., a wholly owned subsidiary of Amgen, on October 24, 2006.
|
(8)
|
The Amgen Profit Sharing Plan for Employees in Ireland (the Profit Sharing Plan) was approved by the Board of Directors on July 28, 2011. The Profit Sharing Plan permits eligible employees of the Company’s subsidiaries located in Ireland, which participate in the Profit Sharing Plan, to apply a portion of their qualifying bonus and salary to the purchase the Company’s Common Stock on the open market at the market price by a third-party trustee as described in the Profit Sharing Plan.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)1.
|
Index to Financial Statements
|
|
Page
number
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2013
|
|
|
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2013
|
|
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
|
|
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2013
|
|
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2013
|
|
|
|
Notes to Consolidated Financial Statements
|
(a)2.
|
Index to Financial Statement Schedules
|
|
Page
number
|
II. Valuation and Qualifying Accounts
|
(a)3.
|
Exhibits
|
Exhibit No.
|
|
Description
|
3.1
|
|
Restated Certificate of Incorporation of Amgen Inc. (As Restated March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Amgen Inc. (As Amended and Restated March 6, 2013). (Filed as an exhibit to Form 8-K on March 6, 2013 and incorporated herein by reference.)
|
|
|
|
3.3
|
|
First Amendment to the Amended and Restated Bylaws of Amgen Inc. (As Amended and Restated March 6, 2013). (Filed as an exhibit to Form 8-K on October 16, 2013 and incorporated herein by reference.)
|
|
|
|
4.1
|
|
Form of stock certificate for the common stock, par value $.0001 of the Company. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1997 on May 13, 1997 and incorporated herein by reference.)
|
|
|
|
4.2
|
|
Form of Indenture, dated January 1, 1992. (Filed as an exhibit to Form S-3 Registration Statement filed on December 19, 1991 and incorporated herein by reference.)
|
|
|
|
4.3
|
|
Agreement of Resignation, Appointment and Acceptance dated February 15, 2008. (Filed as an exhibit to Form 10-K for the year ended December 31, 2007 on February 28, 2008 and incorporated herein by reference.)
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated February 26, 1997. (Filed as an exhibit to Form 8-K on March 14, 1997 and incorporated herein by reference.)
|
|
|
|
4.5
|
|
8-1/8% Debentures due April 1, 2097. (Filed as an exhibit to Form 8-K on April 8, 1997 and incorporated herein by reference.)
|
Exhibit No.
|
|
Description
|
4.6
|
|
Officer's Certificate, dated as of January 1, 1992, as supplemented by the First Supplemental Indenture, dated as of February 26, 1997, establishing a series of securities entitled “8 1/8% Debentures due April 1, 2097.” (Filed as an exhibit to Form 8-K on April 8, 1997 and incorporated herein by reference.)
|
|
|
|
4.7
|
|
Indenture, dated as of August 4, 2003. (Filed as an exhibit to Form S-3 Registration Statement on August 4, 2003 and incorporated herein by reference.)
|
|
|
|
4.8
|
|
Officers' Certificate, dated November 18, 2004, including forms of the 4.00% Senior Notes due 2009 and 4.85% Senior Notes due 2014. (Filed as an exhibit to Form 8-K on November 19, 2004 and incorporated herein by reference.)
|
|
|
|
4.9
|
|
Corporate Commercial Paper - Master Note between and among Amgen Inc., as Issuer, Cede & Co., as Nominee of The Depository Trust Company, and Citibank, N.A., as Paying Agent. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1998 on May 13, 1998 and incorporated herein by reference.)
|
|
|
|
4.10
|
|
Officers' Certificate of Amgen Inc., dated as of May 30, 2007, including forms of the Company's Senior Floating Rate Notes due 2008, 5.85% Senior Notes due 2017 and 6.375% Senior Notes due 2037. (Filed as an exhibit to Form 8-K on May 30, 2007 and incorporated herein by reference.)
|
|
|
|
4.11
|
|
Officers' Certificate of Amgen Inc., dated as of May 23, 2008, including forms of the Company's 6.15% Senior Notes due 2018 and 6.90% Senior Notes due 2038. (Filed as exhibit to Form 8-K on May 23, 2009 and incorporated herein by reference.)
|
|
|
|
4.12
|
|
Officers' Certificate of Amgen Inc., dated as of January 16, 2009, including forms of the Company's 5.70% Senior Notes due 2019 and 6.40% Senior Notes due 2039. (Filed as exhibit to Form 8-K on January 16, 2009 and incorporated herein by reference.)
|
|
|
|
4.13
|
|
Officers' Certificate of Amgen Inc., dated as of March 12, 2010, including forms of the Company's 4.50% Senior Notes due 2020 and 5.75% Senior Notes due 2040. (Filed as exhibit to Form 8-K on March 15, 2010 and incorporated herein by reference.)
|
|
|
|
4.14
|
|
Officers' Certificate of Amgen Inc., dated as of September 16, 2010, including forms of the Company's 3.45% Senior Notes due 2020 and 4.95% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.)
|
|
|
|
4.15
|
|
Officers' Certificate of Amgen Inc., dated as of June 30, 2011, including forms of the Company's 2.30% Senior Notes due 2016, 4.10% Senior Notes due 2021 and 5.65% Senior Notes due 2042. (Filed as an exhibit to Form 8-K on June 30, 2011 and incorporated herein by reference.)
|
|
|
|
4.16
|
|
Officers' Certificate of Amgen Inc., dated as of November 10, 2011, including forms of the Company's 1.875% Senior Notes due 2014, 2.50% Senior Notes due 2016, 3.875% Senior Notes due 2021 and 5.15% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on November 10, 2011 and incorporated herein by reference.)
|
|
|
|
4.17
|
|
Officers' Certificate of Amgen Inc., dated as of December 5, 2011, including forms of the Company's 4.375% Senior Notes due 2018 and 5.50% Senior Notes due 2026. (Filed as an exhibit to Form 8-K on December 5, 2011 and incorporated herein by reference.)
|
|
|
|
4.18
|
|
Officers' Certificate of Amgen Inc., dated as of May 15, 2012, including forms of the Company's 2.125% Senior Notes due 2017, 3.625% Senior Notes due 2022 and 5.375% Senior Notes due 2043. (Filed as an exhibit to Form 8-K on May 15, 2012 and incorporated herein by reference.)
|
|
|
|
4.19
|
|
Officers' Certificate of Amgen Inc., dated as of September 13, 2012, including forms of the Company's 2.125% Senior Notes due 2019 and 4.000% Senior Notes due 2029. (Filed as an exhibit to Form 8-K on September 13, 2012 and incorporated herein by reference.)
|
|
|
|
10.1+
|
|
Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (Filed as Appendix C to the Definitive Proxy Statement on Schedule 14A on April 8, 2013 and incorporated herein by reference.)
|
|
|
|
10.2+
|
|
Form of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
10.3+
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
10.4+*
|
|
Amgen Inc. 2009 Performance Award Program. (As Amended on December 13, 2013.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.5+
|
|
Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
10.6+
|
|
Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
10.7+
|
|
Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (Filed as an exhibit to Form 8-K on May 8, 2009 and incorporated herein by reference.)
|
|
|
|
10.8+
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
10.9+*
|
|
Amgen Inc. Supplemental Retirement Plan. (As Amended and Restated effective October 16, 2013.)
|
|
|
|
10.10+
|
|
Amended and Restated Amgen Change of Control Severance Plan. (As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.)
|
|
|
|
10.11+
|
|
Amgen Inc. Executive Incentive Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)
|
|
|
|
10.12+
|
|
First Amendment to the Amgen Inc. Executive Incentive Plan, effective December 13, 2012. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.13+
|
|
Amgen Inc. Executive Nonqualified Retirement Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)
|
|
|
|
10.14+
|
|
First Amendment to the Amgen Inc. Executive Nonqualified Retirement Plan, effective July 21, 2010. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010 on August 9, 2010 and incorporated herein by reference.)
|
|
|
|
10.15+*
|
|
Amgen Nonqualified Deferred Compensation Plan. (As Amended and Restated effective October 16, 2013.)
|
|
|
|
10.16+
|
|
Agreement between Amgen Inc. and Mr. Anthony C. Hooper, dated October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.17+*
|
|
Agreement and General Release of Claims, entered into as of January 9, 2014, by and between Amgen Inc. and Jonathan M. Peacock.
|
|
|
|
10.18+
|
|
Restricted Stock Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.19+
|
|
Performance Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.20
|
|
Product License Agreement, dated September 30, 1985, between Amgen and Ortho Pharmaceutical Corporation. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)
|
|
|
|
10.21
|
|
Shareholders' Agreement, dated May 11, 1984, among Amgen, Kirin Brewery Company, Limited and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.22
|
|
Amendment No. 1 dated March 19, 1985, Amendment No. 2 dated July 29, 1985 (effective July 1, 1985), and Amendment No. 3, dated December 19, 1985, to the Shareholders' Agreement dated May 11, 1984. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.23
|
|
Amendment No. 4 dated October 16, 1986 (effective July 1, 1986), Amendment No. 5 dated December 6, 1986 (effective July 1, 1986), Amendment No. 6 dated June 1, 1987, Amendment No. 7 dated July 17, 1987 (effective April 1, 1987), Amendment No. 8 dated May 28, 1993 (effective November 13, 1990), Amendment No. 9 dated December 9, 1994 (effective June 14, 1994), Amendment No. 10 effective March 1, 1996, and Amendment No. 11 effective March 20, 2000 to the Shareholders' Agreement, dated May 11, 1984. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.24
|
|
Amendment No. 12 to the Shareholders' Agreement, dated January 31, 2001. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2005 on August 8, 2005 and incorporated herein by reference.)
|
|
|
|
10.25
|
|
Amendment No. 13 to the Shareholders' Agreement, dated June 28, 2007 (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2007 on August 9, 2007 and incorporated herein by reference.)
|
|
|
|
10.26
|
|
Assignment and License Agreement, dated October 16, 1986 (effective July 1, 1986), between Amgen and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.27
|
|
G-CSF United States License Agreement, dated June 1, 1987 (effective July 1, 1986), Amendment No. 1, dated October 20, 1988, and Amendment No. 2, dated October 17, 1991 (effective November 13, 1990), between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.28
|
|
G-CSF European License Agreement, dated December 30, 1986, between Kirin-Amgen and Amgen, Amendment No. 1 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated June 1, 1987, Amendment No. 2 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated March 15, 1998, Amendment No. 3 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated October 20, 1988, and Amendment No. 4 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated December 29, 1989, between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.29
|
|
Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and among Immunex Corporation, American Home Products Corporation and Amgen Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on March 22, 2002 and incorporated herein by reference.)
|
|
|
|
10.30
|
|
Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective as of July 8, 2003, among Wyeth, Amgen Inc. and Immunex Corporation (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2003 on March 11, 2004 and incorporated herein by reference.)
|
|
|
|
10.31
|
|
Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective as of April 20, 2004, by and among Wyeth, Amgen Inc. and Immunex Corporation. (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on June 29, 2004 and incorporated herein by reference.)
|
|
|
|
10.32
|
|
Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among Wyeth, Amgen Inc. and Immunex Corporation (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2005 on May 4, 2005 and incorporated herein by reference.)
|
|
|
|
10.33
|
|
Credit Agreement, dated as of December 2, 2011, among Amgen Inc., with Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book runners, and the other banks party thereto. (Filed as an exhibit to Form 8-K on December 2, 2011 and incorporated herein by reference.)
|
|
|
|
10.34
|
|
Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited dated May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No. 1, effective as of June 9, 2003, to Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K/A for the year ended December 31, 2012 on July 31, 2013 and incorporated herein by reference.)
|
Exhibit No.
|
|
Description
|
10.35
|
|
Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (Previously filed as an exhibit to Form 10-K for the year ended December 31, 2008 on February 27, 2009.), as amended by Amendment Number 1 dated March 31, 2010 (portions of the exhibit have been omitted pursuant to a request for confidential treatment), Amendment Number 2 dated May 12, 2011 (as corrected by the Letter Agreement) (portions of the exhibit have been omitted pursuant to a request for confidential treatment), and Letter Agreement dated July 19, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)
|
|
|
|
10.36
|
|
Amendment Number 3, dated July 1, 2011, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2011 on November 4, 2011 and incorporated herein by reference.)
|
|
|
|
10.37
|
|
Amendment Number 4, dated March 20, 2013, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.)
|
|
|
|
10.38
|
|
Amendment Number 5, entered into as of September 1, 2013, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2013 on October 29, 2013 and incorporated herein by reference.)
|
|
|
|
10.39
|
|
Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)
|
|
|
|
10.40
|
|
Amendment Number 1, dated as of January 24, 2012, to Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.41
|
|
Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)
|
|
|
|
10.42
|
|
Amendment Number 1, dated September 20, 2010, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2010 on November 8, 2010 and incorporated herein by reference.)
|
|
|
|
10.43
|
|
Amendment Number 2, dated as of January 24, 2012, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.44
|
|
Sourcing and Supply Agreement, dated November 15, 2011, by and between Amgen USA Inc, a wholly owned subsidiary of Amgen Inc., and DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.45
|
|
Amendment Number 1 to Sourcing and Supply Agreement, effective as of January 1, 2013, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Healthcare Partners Inc. f/k/a DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.46
|
|
Collaboration Agreement dated March 30, 2012 by and between Amgen Inc. and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.47
|
|
Collaboration Agreement, dated April 22, 1994, by and between Bayer Corporation (formerly Miles, Inc.) and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 by Onyx Pharmaceuticals, Inc. on May 10, 2011 and incorporated herein by reference.)
|
Exhibit No.
|
|
Description
|
10.48
|
|
Amendment to Collaboration Agreement, dated April 24, 1996, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.49
|
|
Amendment to Collaboration Agreement, dated February 1, 1999, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.50
|
|
United States Co-Promotion Agreement, dated March 6, 2006, by and between Bayer Pharmaceuticals Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.51
|
|
Settlement Agreement and Release, dated October 11, 2011, by and between Bayer Corporation, Bayer AG, Bayer HealthCare LLC and Bayer Pharma AG and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)
|
|
|
|
10.52
|
|
Fourth Amendment to Collaboration Agreement, dated October 11, 2011, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)
|
|
|
|
10.53
|
|
Commitment Letter, dated August 24, 2013, among Amgen Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Barclays Bank PLC. (Filed as an exhibit to Form 8-K on August 26, 2013 and incorporated herein by reference.)
|
|
|
|
10.54
|
|
Master Repurchase Agreement, dated August 24, 2013, between Amgen Inc. and Bank of America, N.A. (Filed as an exhibit to Form 8-K on August 26, 2013 and incorporated herein by reference.)
|
|
|
|
10.55
|
|
Master Repurchase Agreement, dated October 28, 2013, between Amgen Inc. and SMBC Repo Pass-Thru Trust, 2013-1. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2013 on October 29, 2013 and incorporated herein by reference.)
|
|
|
|
10.56
|
|
Master Repurchase Agreement, dated October 29, 2013, between Amgen Inc. and HSBC Bank USA, N.A. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2013 on October 29, 2013 and incorporated herein by reference.)
|
|
|
|
10.57
|
|
Term Loan Facility Credit Agreement, dated as of September 20, 2013, among Amgen Inc., the Banks therein named, Bank of America, N.A., as Administrative Agent, and Barclays Bank PLC and JPMorgan Chase Bank, N.A., as Syndication Agents. (Filed as an exhibit to Form 8-K on September 20, 2013 and incorporated herein by reference.)
|
|
|
|
21*
|
|
Subsidiaries of the Company.
|
|
|
|
23
|
|
Consent of the Independent Registered Public Accounting Firm. The consent is set forth on page 69 of this Annual Report on Form 10-K.
|
|
|
|
24
|
|
Power of Attorney. The Power of Attorney is set forth on page 70 of this Annual Report on Form 10-K.
|
|
|
|
31*
|
|
Rule 13a-14(a) Certifications.
|
|
|
|
32**
|
|
Section 1350 Certifications.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(*
|
=
|
filed herewith)
|
(**
|
=
|
furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended)
|
(+
|
=
|
management contract or compensatory plan or arrangement)
|
|
AMGEN INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: 02/24/2014
|
By:
|
|
/
S
/ MICHAEL A. KELLY
|
|
|
|
Michael A. Kelly
|
|
|
|
Acting Chief Financial Officer
|
|
|
|
|
•
|
Registration Statement (Form S-8 No. 333-159377) pertaining to the Amgen Inc. 2009 Equity Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 33-39183) pertaining to the Amended and Restated Employee Stock Purchase Plan;
|
•
|
Registration Statements (Form S-8 No. 33-39104, as amended by Form S-8 No. 333-144581) pertaining to the Amended and Restated Amgen Retirement and Savings Plan (formerly known as the Amgen Retirement and Savings Plan);
|
•
|
Registration Statements (Form S-8 Nos. 33-42072 and 333-144579) pertaining to the Amgen Inc. Amended and Restated 1991 Equity Incentive Plan;
|
•
|
Registration Statements (Form S-8 Nos. 33-47605 and 333-144580) pertaining to the Retirement and Savings Plan for Amgen Manufacturing, Limited (formerly known as the Retirement and Savings Plan for Amgen Manufacturing, Inc.);
|
•
|
Registration Statements (Form S-8 Nos. 333-44727, 333-62735, 333-56672 and 333-83824) pertaining to the Amgen Inc. Amended and Restated 1997 Special Non-Officer Equity Incentive Plan (formerly known as the Amgen Inc. 1997 Special Non-Officer Equity Incentive Plan);
|
•
|
Registration Statements (Form S-8 Nos. 333-81284 and 333-177868) pertaining to the Amgen Nonqualified Deferred Compensation Plan;
|
•
|
Registration Statements (Form S-8 No. 333-92424 and Amendment No. 1 thereto) pertaining to the Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known as the Immunex Corporation 1993 Stock Option Plan), the Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known as the Immunex Corporation 1999 Stock Option Plan);
|
•
|
Registration Statement (Form S-8 No. 333-118254) pertaining to the Amgen Inc. Amended and Restated 1997 Equity Incentive Plan (formerly known as the Tularik Inc. 1997 Equity Incentive Plan, as amended);
|
•
|
Registration Statement (Form S-8 No. 333-132932) pertaining to the Amgen Inc. Amended and Restated 1996 Incentive Stock Plan (formerly known as Abgenix, Inc. 1996 Incentive Stock Plan, as amended and restated), the Amgen Inc. Amended and Restated 1999 Incentive Stock Plan (formerly known as Abgenix, Inc. 1999 Nonstatutory Stock Option Plan, as amended and restated);
|
•
|
Registration Statement (Form S-8 No. 333-133002) pertaining to the Amgen Inc. Amended and Restated 1999 Incentive Stock Plan (formerly known as Abgenix, Inc. 1999 Nonstatutory Stock Option Plan, as amended and restated);
|
•
|
Registration Statement (Form S-8 No. 333-138325) pertaining to the Amgen Inc. Amended and Restated Assumed Avidia Equity Incentive Plan (formerly known as the Avidia, Inc. Amended and Restated 2003 Equity Incentive Plan);
|
•
|
Registration Statement (Form S-3 No. 333-172617) relating to debt securities, common stock, preferred stock, warrants to purchase 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 of Amgen Inc. and in the related Prospectus; and
|
•
|
Registration Statement (Form S-8 No. 333-176240) pertaining to the Amgen Profit Sharing Plan for Employees in Ireland;
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ ROBERT A. BRADWAY
|
|
Chairman of the Board, Chief Executive Officer
and President, and Director (Principal Executive Officer) |
|
2/24/2014
|
Robert A. Bradway
|
|
|
|
|
|
|
|
|
|
/S/ MICHAEL A. KELLY
|
|
Acting Chief Financial Officer
(Principal Financial Officer)
|
|
2/24/2014
|
Michael A. Kelly
|
|
|
|
|
|
|
|
|
|
/S/ THOMAS J.W. DITTRICH
|
|
Vice President, Finance and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
2/24/2014
|
Thomas J.W. Dittrich
|
|
|
|
|
|
|
|
|
|
/S/ DAVID BALTIMORE
|
|
Director
|
|
2/24/2014
|
David Baltimore
|
|
|
|
|
|
|
|
|
|
/S/ FRANK J. BIONDI, JR.
|
|
Director
|
|
2/24/2014
|
Frank J. Biondi, Jr.
|
|
|
|
|
|
|
|
|
|
/S/ FRANÇOIS DE CARBONNEL
|
|
Director
|
|
2/24/2014
|
François de Carbonnel
|
|
|
|
|
|
|
|
|
|
/S/ VANCE D. COFFMAN
|
|
Director
|
|
2/24/2014
|
Vance D. Coffman
|
|
|
|
|
|
|
|
|
|
/S/ ROBERT A. ECKERT
|
|
Director
|
|
2/24/2014
|
Robert A. Eckert
|
|
|
|
|
|
|
|
|
|
/S/ GREG C. GARLAND
|
|
Director
|
|
2/24/2014
|
Greg C. Garland
|
|
|
|
|
|
|
|
|
|
/S/ REBECCA M. HENDERSON
|
|
Director
|
|
2/24/2014
|
Rebecca M. Henderson
|
|
|
|
|
|
|
|
|
|
/S/ FRANK C. HERRINGER
|
|
Director
|
|
2/24/2014
|
Frank C. Herringer
|
|
|
|
|
|
|
|
|
|
/S/ TYLER JACKS
|
|
Director
|
|
2/24/2014
|
Tyler Jacks
|
|
|
|
|
|
|
|
|
|
/S/ GILBERT S. OMENN
|
|
Director
|
|
2/24/2014
|
Gilbert S. Omenn
|
|
|
|
|
|
|
|
|
|
/S/ JUDITH C. PELHAM
|
|
Director
|
|
2/24/2014
|
Judith C. Pelham
|
|
|
|
|
|
|
|
|
|
/S/ RONALD D. SUGAR
|
|
Director
|
|
2/24/2014
|
Ronald D. Sugar
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product sales
|
$
|
18,192
|
|
|
$
|
16,639
|
|
|
$
|
15,295
|
|
Other revenues
|
484
|
|
|
626
|
|
|
287
|
|
|||
Total revenues
|
18,676
|
|
|
17,265
|
|
|
15,582
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
3,346
|
|
|
3,199
|
|
|
2,708
|
|
|||
Research and development
|
4,083
|
|
|
3,380
|
|
|
3,167
|
|
|||
Selling, general and administrative
|
5,184
|
|
|
4,814
|
|
|
4,499
|
|
|||
Other
|
196
|
|
|
295
|
|
|
896
|
|
|||
Total operating expenses
|
12,809
|
|
|
11,688
|
|
|
11,270
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
5,867
|
|
|
5,577
|
|
|
4,312
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net
|
1,022
|
|
|
1,053
|
|
|
610
|
|
|||
Interest and other income, net
|
420
|
|
|
485
|
|
|
448
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
5,265
|
|
|
5,009
|
|
|
4,150
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
184
|
|
|
664
|
|
|
467
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
5,081
|
|
|
$
|
4,345
|
|
|
$
|
3,683
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.75
|
|
|
$
|
5.61
|
|
|
$
|
4.07
|
|
Diluted
|
$
|
6.64
|
|
|
$
|
5.52
|
|
|
$
|
4.04
|
|
|
|
|
|
|
|
||||||
Shares used in the calculation of earnings per share:
|
|
|
|
|
|
||||||
Basic
|
753
|
|
|
775
|
|
|
905
|
|
|||
Diluted
|
765
|
|
|
787
|
|
|
912
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
5,081
|
|
|
$
|
4,345
|
|
|
$
|
3,683
|
|
Other comprehensive income (loss), net of reclassification adjustments and taxes:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation losses
|
(80
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Effective portion of cash flow hedges
|
2
|
|
|
(78
|
)
|
|
40
|
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
(226
|
)
|
|
63
|
|
|
(15
|
)
|
|||
Other
|
(3
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(307
|
)
|
|
(25
|
)
|
|
18
|
|
|||
Comprehensive income
|
$
|
4,774
|
|
|
$
|
4,320
|
|
|
$
|
3,701
|
|
|
2013
|
|
2012
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,805
|
|
|
$
|
3,257
|
|
Marketable securities
|
15,596
|
|
|
20,804
|
|
||
Trade receivables, net
|
2,697
|
|
|
2,518
|
|
||
Inventories
|
3,019
|
|
|
2,744
|
|
||
Other current assets
|
2,250
|
|
|
1,886
|
|
||
Total current assets
|
27,367
|
|
|
31,209
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
5,349
|
|
|
5,326
|
|
||
Intangible assets, net
|
13,262
|
|
|
3,968
|
|
||
Goodwill
|
14,968
|
|
|
12,662
|
|
||
Restricted investments
|
3,412
|
|
|
—
|
|
||
Other assets
|
1,767
|
|
|
1,133
|
|
||
Total assets
|
$
|
66,125
|
|
|
$
|
54,298
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
787
|
|
|
$
|
905
|
|
Accrued liabilities
|
4,655
|
|
|
4,791
|
|
||
Current portion of long-term debt
|
2,505
|
|
|
2,495
|
|
||
Total current liabilities
|
7,947
|
|
|
8,191
|
|
||
|
|
|
|
||||
Long-term debt
|
29,623
|
|
|
24,034
|
|
||
Other noncurrent liabilities
|
6,459
|
|
|
3,013
|
|
||
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding — 754.6 shares in 2013 and 756.3 shares in 2012
|
29,891
|
|
|
29,337
|
|
||
Accumulated deficit
|
(7,634
|
)
|
|
(10,423
|
)
|
||
Accumulated other comprehensive income (loss)
|
(161
|
)
|
|
146
|
|
||
Total stockholders’ equity
|
22,096
|
|
|
19,060
|
|
||
Total liabilities and stockholders’ equity
|
$
|
66,125
|
|
|
$
|
54,298
|
|
|
Number
of shares
of common
stock
|
|
Common
stock and
additional
paid-in capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
|
|||||||||
Balance at December 31, 2010
|
932.1
|
|
|
$
|
27,299
|
|
|
$
|
(3,508
|
)
|
|
$
|
153
|
|
|
$
|
23,944
|
|
Net income
|
—
|
|
|
—
|
|
|
3,683
|
|
|
—
|
|
|
3,683
|
|
||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(787
|
)
|
|
—
|
|
|
(787
|
)
|
||||
Issuance of common stock in connection with the Company’s equity award programs
|
7.8
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
||||
Stock-based compensation
|
—
|
|
|
337
|
|
|
—
|
|
|
—
|
|
|
337
|
|
||||
Tax impact related to employee stock-based compensation
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
||||
Repurchases of common stock
|
(144.3
|
)
|
|
—
|
|
|
(8,307
|
)
|
|
—
|
|
|
(8,307
|
)
|
||||
Balance at December 31, 2011
|
795.6
|
|
|
27,777
|
|
|
(8,919
|
)
|
|
171
|
|
|
19,029
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
4,345
|
|
|
—
|
|
|
4,345
|
|
||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(1,187
|
)
|
|
—
|
|
|
(1,187
|
)
|
||||
Issuance of common stock in connection with the Company’s equity award programs
|
23.0
|
|
|
1,288
|
|
|
—
|
|
|
—
|
|
|
1,288
|
|
||||
Stock-based compensation
|
—
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||
Tax impact related to employee stock-based compensation
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
||||
Repurchases of common stock
|
(62.3
|
)
|
|
—
|
|
|
(4,662
|
)
|
|
—
|
|
|
(4,662
|
)
|
||||
Balance at December 31, 2012
|
756.3
|
|
|
29,337
|
|
|
(10,423
|
)
|
|
146
|
|
|
19,060
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
5,081
|
|
|
—
|
|
|
5,081
|
|
||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
(307
|
)
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(1,521
|
)
|
|
—
|
|
|
(1,521
|
)
|
||||
Issuance of common stock in connection with the Company’s equity award programs
|
7.4
|
|
|
296
|
|
|
—
|
|
|
—
|
|
|
296
|
|
||||
Stock-based compensation
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||
Settlement of conversion value of convertible debt in excess of principal
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
||||
Settlement of convertible note hedge
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
||||
Settlement of warrants
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||
Tax impact related to employee stock-based compensation
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||
Repurchases of common stock
|
(9.1
|
)
|
|
—
|
|
|
(771
|
)
|
|
—
|
|
|
(771
|
)
|
||||
Balance at December 31, 2013
|
754.6
|
|
|
$
|
29,891
|
|
|
$
|
(7,634
|
)
|
|
$
|
(161
|
)
|
|
$
|
22,096
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
5,081
|
|
|
$
|
4,345
|
|
|
$
|
3,683
|
|
Depreciation and amortization
|
1,286
|
|
|
1,088
|
|
|
1,060
|
|
|||
Stock-based compensation expense
|
403
|
|
|
362
|
|
|
341
|
|
|||
Deferred income taxes
|
(189
|
)
|
|
28
|
|
|
(328
|
)
|
|||
Property, plant and equipment impairments
|
19
|
|
|
178
|
|
|
6
|
|
|||
Other items, net
|
84
|
|
|
(74
|
)
|
|
63
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Trade receivables, net
|
(38
|
)
|
|
348
|
|
|
(557
|
)
|
|||
Inventories
|
(7
|
)
|
|
(150
|
)
|
|
(383
|
)
|
|||
Other assets
|
(59
|
)
|
|
124
|
|
|
(204
|
)
|
|||
Accounts payable
|
(184
|
)
|
|
161
|
|
|
(95
|
)
|
|||
Accrued income taxes
|
(326
|
)
|
|
87
|
|
|
(20
|
)
|
|||
Legal reserve
|
—
|
|
|
(780
|
)
|
|
780
|
|
|||
Other liabilities
|
221
|
|
|
165
|
|
|
773
|
|
|||
Net cash provided by operating activities
|
6,291
|
|
|
5,882
|
|
|
5,119
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(693
|
)
|
|
(689
|
)
|
|
(567
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
(9,434
|
)
|
|
(2,390
|
)
|
|
(701
|
)
|
|||
Purchases of marketable securities
|
(21,965
|
)
|
|
(26,241
|
)
|
|
(21,183
|
)
|
|||
Proceeds from sales of marketable securities
|
19,123
|
|
|
17,372
|
|
|
20,871
|
|
|||
Proceeds from maturities of marketable securities
|
5,090
|
|
|
1,994
|
|
|
749
|
|
|||
Change in restricted investments, net
|
(520
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(70
|
)
|
|
(36
|
)
|
|
45
|
|
|||
Net cash used in investing activities
|
(8,469
|
)
|
|
(9,990
|
)
|
|
(786
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net proceeds from issuance of debt
|
8,054
|
|
|
4,933
|
|
|
10,387
|
|
|||
Repayment of debt
|
(3,371
|
)
|
|
(123
|
)
|
|
(2,500
|
)
|
|||
Net proceeds from issuance of commercial paper
|
—
|
|
|
—
|
|
|
762
|
|
|||
Repayments of commercial paper
|
—
|
|
|
—
|
|
|
(762
|
)
|
|||
Repurchases of common stock
|
(832
|
)
|
|
(4,607
|
)
|
|
(8,315
|
)
|
|||
Dividends paid
|
(1,415
|
)
|
|
(1,118
|
)
|
|
(500
|
)
|
|||
Net proceeds from issuance of common stock in connection with the Company's equity award programs
|
296
|
|
|
1,288
|
|
|
242
|
|
|||
Other
|
(6
|
)
|
|
46
|
|
|
12
|
|
|||
Net cash provided by (used in) financing activities
|
2,726
|
|
|
419
|
|
|
(674
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
548
|
|
|
(3,689
|
)
|
|
3,659
|
|
|||
Cash and cash equivalents at beginning of period
|
3,257
|
|
|
6,946
|
|
|
3,287
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,805
|
|
|
$
|
3,257
|
|
|
$
|
6,946
|
|
Total consideration transferred
|
$
|
9,515
|
|
Compensation expense
|
197
|
|
|
Total cash paid
|
$
|
9,712
|
|
Cash and cash equivalents
|
$
|
319
|
|
Marketable securities
|
337
|
|
|
Inventories
|
250
|
|
|
Indefinite-lived intangible assets - IPR&D
|
1,160
|
|
|
Finite-lived intangible assets - Developed product technology rights
|
5,910
|
|
|
Finite-lived intangible assets - Licensing rights
|
2,792
|
|
|
Goodwill
|
2,526
|
|
|
Convertible debt
|
(742
|
)
|
|
Assumed contingent consideration
|
(261
|
)
|
|
Deferred income taxes, net
|
(2,918
|
)
|
|
Other assets (liabilities), net
|
142
|
|
|
Total consideration
|
$
|
9,515
|
|
|
2013
|
|
2012
|
||||
Pro forma net revenues
|
$
|
19,141
|
|
|
$
|
17,616
|
|
Pro forma net income
|
4,848
|
|
|
3,700
|
|
|
|
deCODE
|
|
KAI
|
|
MN
|
|
Micromet
|
|
BioVex
|
||||||||||
IPR&D
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
570
|
|
|
$
|
675
|
|
Developed product technology rights
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|||||
R&D technology rights
|
|
465
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|||||
Marketing-related rights
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes, net
|
|
(37
|
)
|
|
(59
|
)
|
|
(45
|
)
|
|
(191
|
)
|
|
(246
|
)
|
|||||
Other assets (liabilities), net
|
|
(29
|
)
|
|
26
|
|
|
179
|
|
|
170
|
|
|
(2
|
)
|
|||||
Goodwill
|
|
—
|
|
|
125
|
|
|
380
|
|
|
247
|
|
|
170
|
|
|||||
Total consideration
|
|
$
|
399
|
|
|
$
|
332
|
|
|
$
|
677
|
|
|
$
|
1,146
|
|
|
$
|
597
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
RSUs
|
$
|
206
|
|
|
$
|
186
|
|
|
$
|
188
|
|
Performance units
|
163
|
|
|
117
|
|
|
68
|
|
|||
Stock options
|
34
|
|
|
59
|
|
|
85
|
|
|||
Total stock-based compensation expense, pretax
|
403
|
|
|
362
|
|
|
341
|
|
|||
Tax benefit from stock-based compensation expense
|
(149
|
)
|
|
(134
|
)
|
|
(124
|
)
|
|||
Total stock-based compensation expense, net of tax
|
$
|
254
|
|
|
$
|
228
|
|
|
$
|
217
|
|
|
Units
(in millions)
|
|
Weighted-average
grant date
fair value
|
|||
Balance nonvested at December 31, 2012
|
9.4
|
|
|
$
|
61.14
|
|
Granted
|
2.8
|
|
|
$
|
107.01
|
|
Vested
|
(2.7
|
)
|
|
$
|
54.74
|
|
Forfeited
|
(0.7
|
)
|
|
$
|
69.84
|
|
Balance nonvested at December 31, 2013
|
8.8
|
|
|
$
|
76.75
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Closing price of our common stock on grant date
|
$
|
85.59
|
|
|
$
|
74.56
|
|
|
$
|
54.66
|
|
Expected volatility
|
23.1
|
%
|
|
22.2
|
%
|
|
23.5
|
%
|
|||
Expected life (in years)
|
8.1
|
|
|
8.1
|
|
|
5.9
|
|
|||
Risk-free interest rate
|
1.7
|
%
|
|
1.6
|
%
|
|
2.5
|
%
|
|||
Expected dividend yield
|
2.2
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
|||
Fair value of stock options granted
|
$
|
17.43
|
|
|
$
|
14.65
|
|
|
$
|
11.39
|
|
|
Options
(in millions)
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
(in millions)
|
|||||
Balance unexercised at December 31, 2012
|
12.3
|
|
|
$
|
56.09
|
|
|
|
|
|
||
Granted
|
0.1
|
|
|
$
|
85.59
|
|
|
|
|
|
||
Exercised
|
(4.7
|
)
|
|
$
|
58.05
|
|
|
|
|
|
||
Expired/forfeited
|
(0.3
|
)
|
|
$
|
56.93
|
|
|
|
|
|
||
Balance unexercised at December 31, 2013
|
7.4
|
|
|
$
|
54.91
|
|
|
4.8
|
|
$
|
436
|
|
Vested or expected to vest at December 31, 2013
|
7.3
|
|
|
$
|
54.91
|
|
|
4.8
|
|
$
|
434
|
|
Exercisable at December 31, 2013
|
4.8
|
|
|
$
|
53.95
|
|
|
3.7
|
|
$
|
291
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Closing price of our common stock on grant date
|
$
|
92.03
|
|
|
$
|
68.75
|
|
|
$
|
51.67
|
|
Volatility
|
21.0
|
%
|
|
22.9
|
%
|
|
32.8
|
%
|
|||
Risk-free interest rate
|
0.4
|
%
|
|
0.5
|
%
|
|
1.2
|
%
|
|||
Fair value of unit
|
$
|
102.73
|
|
|
$
|
78.21
|
|
|
$
|
49.50
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
54
|
|
|
$
|
438
|
|
|
$
|
551
|
|
State
|
26
|
|
|
47
|
|
|
54
|
|
|||
Foreign
|
191
|
|
|
158
|
|
|
148
|
|
|||
Total current provision
|
271
|
|
|
643
|
|
|
753
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(86
|
)
|
|
83
|
|
|
(273
|
)
|
|||
State
|
19
|
|
|
(43
|
)
|
|
(12
|
)
|
|||
Foreign
|
(20
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|||
Total deferred provision (benefit)
|
(87
|
)
|
|
21
|
|
|
(286
|
)
|
|||
Total provision
|
$
|
184
|
|
|
$
|
664
|
|
|
$
|
467
|
|
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
||||
NOL and credit carryforwards
|
$
|
1,017
|
|
|
$
|
427
|
|
Expense accruals
|
697
|
|
|
805
|
|
||
Expenses capitalized for tax
|
196
|
|
|
195
|
|
||
Stock-based compensation
|
211
|
|
|
115
|
|
||
Deferred revenue
|
40
|
|
|
40
|
|
||
Other
|
104
|
|
|
83
|
|
||
Total deferred income tax assets
|
2,265
|
|
|
1,665
|
|
||
Valuation allowance
|
(314
|
)
|
|
(273
|
)
|
||
Net deferred income tax assets
|
1,951
|
|
|
1,392
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
(4,430
|
)
|
|
(1,249
|
)
|
||
Fixed assets
|
(8
|
)
|
|
(117
|
)
|
||
Unremitted foreign earnings
|
(55
|
)
|
|
(106
|
)
|
||
Other
|
(200
|
)
|
|
(145
|
)
|
||
Total deferred income tax liabilities
|
(4,693
|
)
|
|
(1,617
|
)
|
||
Total deferred income taxes, net
|
$
|
(2,742
|
)
|
|
$
|
(225
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
1,200
|
|
|
$
|
975
|
|
|
$
|
920
|
|
Additions based on tax positions related to the current year
|
335
|
|
|
300
|
|
|
283
|
|
|||
Additions based on tax positions related to prior years
|
96
|
|
|
5
|
|
|
1
|
|
|||
Reductions for tax positions of prior years
|
(192
|
)
|
|
(50
|
)
|
|
(8
|
)
|
|||
Settlements
|
(24
|
)
|
|
(30
|
)
|
|
(221
|
)
|
|||
Balance at end of year
|
$
|
1,415
|
|
|
$
|
1,200
|
|
|
$
|
975
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign earnings, including earnings invested indefinitely
|
(21.3
|
)%
|
|
(17.8
|
)%
|
|
(19.4
|
)%
|
Credits, Puerto Rico Excise Tax
|
(4.7
|
)%
|
|
(5.2
|
)%
|
|
(6.5
|
)%
|
Credits, primarily federal R&D
|
(3.0
|
)%
|
|
—
|
%
|
|
(1.5
|
)%
|
State taxes
|
0.8
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Audit settlements (federal, state, foreign)
|
(3.7
|
)%
|
|
0.3
|
%
|
|
—
|
%
|
Legal settlements
|
—
|
%
|
|
(0.2
|
)%
|
|
2.2
|
%
|
Other, net
|
0.4
|
%
|
|
0.6
|
%
|
|
0.8
|
%
|
Effective tax rate
|
3.5
|
%
|
|
13.3
|
%
|
|
11.3
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income (Numerator):
|
|
|
|
|
|
||||||
Net income for basic and diluted EPS
|
$
|
5,081
|
|
|
$
|
4,345
|
|
|
$
|
3,683
|
|
|
|
|
|
|
|
||||||
Shares (Denominator):
|
|
|
|
|
|
||||||
Weighted-average shares for basic EPS
|
753
|
|
|
775
|
|
|
905
|
|
|||
Effect of dilutive securities
|
12
|
|
|
12
|
|
|
7
|
|
|||
Weighted-average shares for diluted EPS
|
765
|
|
|
787
|
|
|
912
|
|
|||
|
|
|
|
|
|
||||||
Basic EPS
|
$
|
6.75
|
|
|
$
|
5.61
|
|
|
$
|
4.07
|
|
Diluted EPS
|
$
|
6.64
|
|
|
$
|
5.52
|
|
|
$
|
4.04
|
|
Type of security as of December 31, 2013
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
||||||||
U.S. Treasury securities
|
$
|
4,737
|
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
|
$
|
4,730
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1,087
|
|
|
—
|
|
|
(8
|
)
|
|
1,079
|
|
||||
Foreign and other
|
1,574
|
|
|
13
|
|
|
(41
|
)
|
|
1,546
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
||||||||
Financial
|
3,667
|
|
|
28
|
|
|
(19
|
)
|
|
3,676
|
|
||||
Industrial
|
3,745
|
|
|
36
|
|
|
(21
|
)
|
|
3,760
|
|
||||
Other
|
388
|
|
|
4
|
|
|
(2
|
)
|
|
390
|
|
||||
Residential mortgage-backed securities
|
1,478
|
|
|
3
|
|
|
(21
|
)
|
|
1,460
|
|
||||
Other mortgage- and asset-backed securities
|
1,555
|
|
|
1
|
|
|
(45
|
)
|
|
1,511
|
|
||||
Money market mutual funds
|
3,366
|
|
|
—
|
|
|
—
|
|
|
3,366
|
|
||||
Other short-term interest-bearing securities
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
||||
Total interest-bearing securities
|
22,347
|
|
|
87
|
|
|
(166
|
)
|
|
22,268
|
|
||||
Equity securities
|
85
|
|
|
10
|
|
|
—
|
|
|
95
|
|
||||
Total available-for-sale investments
|
$
|
22,432
|
|
|
$
|
97
|
|
|
$
|
(166
|
)
|
|
$
|
22,363
|
|
Type of security as of December 31, 2012
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
||||||||
U.S. Treasury securities
|
$
|
4,443
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
4,458
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1,018
|
|
|
12
|
|
|
—
|
|
|
1,030
|
|
||||
Foreign and other
|
1,549
|
|
|
60
|
|
|
(1
|
)
|
|
1,608
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
||||||||
Financial
|
3,266
|
|
|
96
|
|
|
(1
|
)
|
|
3,361
|
|
||||
Industrial
|
4,283
|
|
|
100
|
|
|
(3
|
)
|
|
4,380
|
|
||||
Other
|
441
|
|
|
11
|
|
|
—
|
|
|
452
|
|
||||
Residential mortgage-backed securities
|
1,828
|
|
|
9
|
|
|
(8
|
)
|
|
1,829
|
|
||||
Other mortgage- and asset-backed securities
|
1,769
|
|
|
7
|
|
|
(9
|
)
|
|
1,767
|
|
||||
Money market mutual funds
|
2,620
|
|
|
—
|
|
|
—
|
|
|
2,620
|
|
||||
Other short-term interest-bearing securities
|
2,186
|
|
|
—
|
|
|
—
|
|
|
2,186
|
|
||||
Total interest-bearing securities
|
23,403
|
|
|
310
|
|
|
(22
|
)
|
|
23,691
|
|
||||
Equity securities
|
52
|
|
|
2
|
|
|
—
|
|
|
54
|
|
||||
Total available-for-sale investments
|
$
|
23,455
|
|
|
$
|
312
|
|
|
$
|
(22
|
)
|
|
$
|
23,745
|
|
Classification in the Consolidated Balance Sheets
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
$
|
3,266
|
|
|
$
|
2,887
|
|
Marketable securities
|
15,596
|
|
|
20,804
|
|
||
Other assets — noncurrent
|
95
|
|
|
54
|
|
||
Restricted investments
|
3,406
|
|
|
—
|
|
||
Total available-for-sale investments
|
$
|
22,363
|
|
|
$
|
23,745
|
|
Contractual maturity
|
2013
|
|
2012
|
||||
Maturing in one year or less
|
$
|
6,799
|
|
|
$
|
7,175
|
|
Maturing after one year through three years
|
4,785
|
|
|
5,014
|
|
||
Maturing after three years through five years
|
6,057
|
|
|
6,286
|
|
||
Maturing after five years through ten years
|
1,656
|
|
|
1,620
|
|
||
Mortgage- and asset-backed securities
|
2,971
|
|
|
3,596
|
|
||
Total interest-bearing securities
|
$
|
22,268
|
|
|
$
|
23,691
|
|
|
2013
|
|
2012
|
||||
Raw materials
|
$
|
217
|
|
|
$
|
192
|
|
Work in process
|
2,064
|
|
|
1,723
|
|
||
Finished goods
|
738
|
|
|
829
|
|
||
Total inventories
|
$
|
3,019
|
|
|
$
|
2,744
|
|
|
Useful life (in years)
|
|
2013
|
|
2012
|
|||||
Land
|
—
|
|
|
$
|
408
|
|
|
$
|
412
|
|
Buildings and improvements
|
10-40
|
|
|
3,467
|
|
|
3,510
|
|
||
Manufacturing equipment
|
8-12
|
|
|
2,024
|
|
|
2,007
|
|
||
Laboratory equipment
|
8-12
|
|
|
1,165
|
|
|
1,056
|
|
||
Other
|
3-15
|
|
|
4,107
|
|
|
3,891
|
|
||
Construction in progress
|
—
|
|
|
1,120
|
|
|
1,071
|
|
||
Property, plant and equipment, gross
|
|
|
12,291
|
|
|
11,947
|
|
|||
Less accumulated depreciation and amortization
|
|
|
(6,942
|
)
|
|
(6,621
|
)
|
|||
Property, plant and equipment, net
|
|
|
$
|
5,349
|
|
|
$
|
5,326
|
|
|
2013
|
|
2012
|
||||
Beginning balance
|
$
|
12,662
|
|
|
$
|
11,750
|
|
Goodwill resulting from acquisitions of businesses
|
2,526
|
|
|
928
|
|
||
Currency translation and other adjustments
|
(220
|
)
|
|
(16
|
)
|
||
Ending balance
|
$
|
14,968
|
|
|
$
|
12,662
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed product technology rights
|
$
|
10,130
|
|
|
$
|
(3,347
|
)
|
|
$
|
6,783
|
|
|
$
|
4,220
|
|
|
$
|
(2,942
|
)
|
|
$
|
1,278
|
|
Licensing rights
|
3,241
|
|
|
(366
|
)
|
|
2,875
|
|
|
445
|
|
|
(268
|
)
|
|
177
|
|
||||||
R&D technology rights
|
1,207
|
|
|
(496
|
)
|
|
711
|
|
|
1,130
|
|
|
(411
|
)
|
|
719
|
|
||||||
Marketing-related rights
|
619
|
|
|
(366
|
)
|
|
253
|
|
|
648
|
|
|
(313
|
)
|
|
335
|
|
||||||
Total finite-lived intangible assets
|
15,197
|
|
|
(4,575
|
)
|
|
10,622
|
|
|
6,443
|
|
|
(3,934
|
)
|
|
2,509
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
IPR&D
|
2,640
|
|
|
—
|
|
|
2,640
|
|
|
1,459
|
|
|
—
|
|
|
1,459
|
|
||||||
Total identifiable intangible assets
|
$
|
17,837
|
|
|
$
|
(4,575
|
)
|
|
$
|
13,262
|
|
|
$
|
7,902
|
|
|
$
|
(3,934
|
)
|
|
$
|
3,968
|
|
|
2013
|
|
2012
|
||||
Sales deductions
|
$
|
1,248
|
|
|
$
|
1,129
|
|
Employee compensation and benefits
|
1,003
|
|
|
1,010
|
|
||
Clinical development costs
|
522
|
|
|
361
|
|
||
Dividends payable
|
460
|
|
|
355
|
|
||
Sales returns reserve
|
295
|
|
|
346
|
|
||
Other
|
1,127
|
|
|
1,590
|
|
||
Total accrued liabilities
|
$
|
4,655
|
|
|
$
|
4,791
|
|
|
2013
|
|
2012
|
||||
0.375% convertible notes due 2013 (0.375% 2013 Convertible Notes)
|
$
|
—
|
|
|
$
|
2,488
|
|
1.875% notes due 2014 (1.875% 2014 Notes)
|
1,000
|
|
|
1,000
|
|
||
4.85% notes due 2014 (4.85% 2014 Notes)
|
1,000
|
|
|
1,000
|
|
||
2.30% notes due 2016 (2.30% 2016 Notes)
|
749
|
|
|
749
|
|
||
2.50% notes due 2016 (2.50% 2016 Notes)
|
999
|
|
|
999
|
|
||
2.125% notes due 2017 (2.125% 2017 Notes)
|
1,248
|
|
|
1,248
|
|
||
5.85% notes due 2017 (5.85% 2017 Notes)
|
1,099
|
|
|
1,099
|
|
||
6.15% notes due 2018 (6.15% 2018 Notes)
|
500
|
|
|
499
|
|
||
Master Repurchase Agreement obligation due 2018
|
3,100
|
|
|
—
|
|
||
Term Loan due 2018
|
4,875
|
|
|
—
|
|
||
4.375% euro denominated notes due 2018 (4.375% 2018 euro Notes)
|
751
|
|
|
723
|
|
||
5.70% notes due 2019 (5.70% 2019 Notes)
|
999
|
|
|
999
|
|
||
2.125% euro denominated notes due 2019 (2.125% 2019 euro Notes)
|
925
|
|
|
887
|
|
||
4.50% notes due 2020 (4.50% 2020 Notes)
|
300
|
|
|
300
|
|
||
3.45% notes due 2020 (3.45% 2020 Notes)
|
898
|
|
|
897
|
|
||
4.10% notes due 2021 (4.10% 2021 Notes)
|
998
|
|
|
998
|
|
||
3.875% notes due 2021 (3.875% 2021 Notes)
|
1,746
|
|
|
1,745
|
|
||
3.625% notes due 2022 (3.625% 2022 Notes)
|
747
|
|
|
747
|
|
||
5.50% pound sterling denominated notes due 2026 (5.50% 2026 pound sterling Notes)
|
781
|
|
|
763
|
|
||
4.00% pound sterling denominated notes due 2029 (4.00% 2029 pound sterling Notes)
|
1,144
|
|
|
1,117
|
|
||
6.375% notes due 2037 (6.375% 2037 Notes)
|
899
|
|
|
899
|
|
||
6.90% notes due 2038 (6.90% 2038 Notes)
|
499
|
|
|
499
|
|
||
6.40% notes due 2039 (6.40% 2039 Notes)
|
996
|
|
|
996
|
|
||
5.75% notes due 2040 (5.75% 2040 Notes)
|
697
|
|
|
697
|
|
||
4.95% notes due 2041 (4.95% 2041 Notes)
|
596
|
|
|
595
|
|
||
5.15% notes due 2041 (5.15% 2041 Notes)
|
2,233
|
|
|
2,232
|
|
||
5.65% notes due 2042 (5.65% 2042 Notes)
|
1,244
|
|
|
1,244
|
|
||
5.375% notes due 2043 (5.375% 2043 Notes)
|
1,000
|
|
|
1,000
|
|
||
Other notes
|
105
|
|
|
109
|
|
||
Total debt
|
32,128
|
|
|
26,529
|
|
||
Less current portion
|
(2,505
|
)
|
|
(2,495
|
)
|
||
Total noncurrent debt
|
$
|
29,623
|
|
|
$
|
24,034
|
|
•
|
In
2013
, we issued
$8.1 billion
of debt in connection with the acquisition of Onyx, comprised of obligations under a Master Repurchase Agreement and a Term Loan.
|
•
|
In
2012
, we issued
$5.0 billion
aggregate principal amount of notes, comprised of the
2.125%
2017 Notes, the
2.125%
2019 euro Notes (
€675 million
aggregate principal amount), the
3.625%
2022 Notes, the
4.00%
2029 pound sterling Notes (
£700 million
aggregate principal amount) and the
5.375%
2043 Notes.
|
•
|
In
2011
, we issued
$10.5 billion
aggregate principal amount of notes, comprised of the
1.875%
2014 Notes, the
2.30%
2016 Notes, the
2.50%
2016 Notes, the
4.375%
2018 euro Notes (
€550 million
aggregate principal amount), the
4.10%
2021 Notes, the
3.875%
2021 Notes, the
5.50%
2026 pound sterling Notes (
£475 million
aggregate principal amount), the
5.15%
2041 Notes and the
5.65%
2042 Notes.
|
|
Effective interest rate
|
|
Notional amount
|
||
3.45% 2020 Notes
|
LIBOR + 1.1%
|
|
$
|
900
|
|
4.10% 2021 Notes
|
LIBOR + 1.7%
|
|
1,000
|
|
|
3.875% 2021 Notes
|
LIBOR + 2.0%
|
|
1,750
|
|
|
3.625% 2022 Notes
|
LIBOR + 1.6%
|
|
750
|
|
|
|
|
|
$
|
4,400
|
|
Maturity date
|
Amount
|
||
2014
|
$
|
2,505
|
|
2015
|
500
|
|
|
2016
|
2,250
|
|
|
2017
|
2,850
|
|
|
2018
|
7,228
|
|
|
Thereafter
|
16,873
|
|
|
Total
|
$
|
32,206
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||||||||
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
|||||||||
First quarter
|
9.1
|
|
|
$
|
771
|
|
|
21.0
|
|
|
$
|
1,429
|
|
|
—
|
|
|
$
|
—
|
|
|
Second quarter
|
—
|
|
|
—
|
|
|
17.4
|
|
|
1,203
|
|
|
12.9
|
|
|
732
|
|
|
|||
Third quarter
|
—
|
|
|
—
|
|
|
9.7
|
|
|
797
|
|
|
45.4
|
|
|
2,421
|
|
|
|||
Fourth quarter
|
—
|
|
|
—
|
|
|
14.2
|
|
|
1,233
|
|
|
86.0
|
|
|
5,154
|
|
(1)
|
|||
Total stock repurchases
|
9.1
|
|
$
|
771
|
|
|
62.3
|
|
|
$
|
4,662
|
|
|
144.3
|
|
|
$
|
8,307
|
|
|
(1)
|
Includes the repurchase of
83.3 million
shares of our common stock at an average price paid per share of
$60.08
, including related expenses, for an aggregate cost of
$5.0 billion
, under a modified Dutch auction tender offer.
|
|
Foreign
currency
translation
|
|
Cash flow
hedges
|
|
Available-for-sale
securities
|
|
Other
|
|
AOCI
|
||||||||||
Balance as of December 31, 2010
|
$
|
22
|
|
|
$
|
3
|
|
|
$
|
135
|
|
|
$
|
(7
|
)
|
|
$
|
153
|
|
Foreign currency translation adjustments
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Unrealized gains (losses)
|
—
|
|
|
(51
|
)
|
|
125
|
|
|
2
|
|
|
76
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
112
|
|
|
(154
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||
Income taxes
|
5
|
|
|
(21
|
)
|
|
14
|
|
|
—
|
|
|
(2
|
)
|
|||||
Balance as of December 31, 2011
|
21
|
|
|
43
|
|
|
120
|
|
|
(13
|
)
|
|
171
|
|
|||||
Foreign currency translation adjustments
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Unrealized gains (losses)
|
—
|
|
|
15
|
|
|
233
|
|
|
(1
|
)
|
|
247
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
(134
|
)
|
|
(132
|
)
|
|
—
|
|
|
(266
|
)
|
|||||
Income taxes
|
4
|
|
|
41
|
|
|
(38
|
)
|
|
—
|
|
|
7
|
|
|||||
Balance as of December 31, 2012
|
12
|
|
|
(35
|
)
|
|
183
|
|
|
(14
|
)
|
|
146
|
|
|||||
Foreign currency translation adjustments
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||||
Unrealized gains (losses)
|
—
|
|
|
88
|
|
|
(284
|
)
|
|
(1
|
)
|
|
(197
|
)
|
|||||
Reclassification adjustments to income
|
—
|
|
|
(85
|
)
|
|
(75
|
)
|
|
—
|
|
|
(160
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Income taxes
|
(9
|
)
|
|
(1
|
)
|
|
133
|
|
|
—
|
|
|
123
|
|
|||||
Balance as of December 31, 2013
|
$
|
(68
|
)
|
|
$
|
(33
|
)
|
|
$
|
(43
|
)
|
|
$
|
(17
|
)
|
|
$
|
(161
|
)
|
|
|
Amounts reclassified out of AOCI
|
|
|
||
Components of AOCI
|
|
Year Ended December 31, 2013
|
|
Line item affected in the Statements of Income
|
||
Cash flow hedges:
|
|
|
|
|
||
Foreign currency contract gains
|
|
$
|
4
|
|
|
Product sales
|
Cross-currency swap contract gains
|
|
82
|
|
|
Interest and other income, net
|
|
Forward interest rate contract losses
|
|
(1
|
)
|
|
Interest expense, net
|
|
|
|
85
|
|
|
Total before income tax
|
|
|
|
(33
|
)
|
|
Tax (expense)
|
|
|
|
52
|
|
|
Net of taxes
|
|
Available-for-sale securities:
|
|
|
|
|
||
Net realized gains (losses)
|
|
$
|
75
|
|
|
Interest and other income, net
|
|
|
(28
|
)
|
|
Tax (expense)
|
|
|
|
47
|
|
|
Net of taxes
|
Level 1
|
—
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
|
Level 2
|
—
|
Valuations for which all significant inputs are observable, either directly or indirectly, other than level 1 inputs
|
Level 3
|
—
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement
|
Fair value measurement as of December 31, 2013, using:
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
4,730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,730
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
1,079
|
|
|
—
|
|
|
1,079
|
|
||||
Foreign and other
|
|
—
|
|
|
1,546
|
|
|
—
|
|
|
1,546
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
3,676
|
|
|
—
|
|
|
3,676
|
|
||||
Industrial
|
|
—
|
|
|
3,760
|
|
|
—
|
|
|
3,760
|
|
||||
Other
|
|
—
|
|
|
390
|
|
|
—
|
|
|
390
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
1,460
|
|
|
—
|
|
|
1,460
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
1,511
|
|
|
—
|
|
|
1,511
|
|
||||
Money market mutual funds
|
|
3,366
|
|
|
—
|
|
|
—
|
|
|
3,366
|
|
||||
Other short-term interest bearing securities
|
|
—
|
|
|
750
|
|
|
—
|
|
|
750
|
|
||||
Equity securities
|
|
95
|
|
|
—
|
|
|
—
|
|
|
95
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
193
|
|
|
—
|
|
|
193
|
|
||||
Total assets
|
|
$
|
8,191
|
|
|
$
|
14,418
|
|
|
$
|
—
|
|
|
$
|
22,609
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
107
|
|
Cross-currency swap contracts
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||
Contingent consideration obligations in connection with business combinations
|
|
—
|
|
|
—
|
|
|
595
|
|
|
595
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
595
|
|
|
$
|
867
|
|
Fair value measurement as of December 31, 2012, using:
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
4,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,458
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
1,030
|
|
||||
Foreign and other
|
|
—
|
|
|
1,608
|
|
|
—
|
|
|
1,608
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
3,361
|
|
|
—
|
|
|
3,361
|
|
||||
Industrial
|
|
—
|
|
|
4,380
|
|
|
—
|
|
|
4,380
|
|
||||
Other
|
|
—
|
|
|
452
|
|
|
—
|
|
|
452
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
1,829
|
|
|
—
|
|
|
1,829
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
1,767
|
|
|
—
|
|
|
1,767
|
|
||||
Money market mutual funds
|
|
2,620
|
|
|
—
|
|
|
—
|
|
|
2,620
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
2,186
|
|
|
—
|
|
|
2,186
|
|
||||
Equity securities
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Total assets
|
|
$
|
7,132
|
|
|
$
|
16,724
|
|
|
$
|
—
|
|
|
$
|
23,856
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Cross-currency swap contracts
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Contingent consideration obligations in connection with a business combination
|
|
—
|
|
|
—
|
|
|
221
|
|
|
221
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
221
|
|
|
$
|
286
|
|
|
2013
|
|
2012
|
||||
Beginning balance
|
$
|
221
|
|
|
$
|
190
|
|
Additions from Onyx acquisition
|
261
|
|
|
—
|
|
||
Net changes in valuation
|
113
|
|
|
31
|
|
||
Ending balance
|
$
|
595
|
|
|
$
|
221
|
|
|
|
Foreign currency
|
|
U.S. dollars
|
||||||||||
Hedged notes
|
|
Notional Amount
|
|
Interest rate
|
|
Notional Amount
|
|
Interest rate
|
||||||
2.125% 2019 euro Notes
|
|
€
|
675
|
|
|
2.125
|
%
|
|
$
|
864
|
|
|
2.6
|
%
|
5.50% 2026 pound sterling Notes
|
|
£
|
475
|
|
|
5.50
|
%
|
|
$
|
748
|
|
|
5.8
|
%
|
4.00% 2029 pound sterling Notes
|
|
£
|
700
|
|
|
4.00
|
%
|
|
$
|
1,122
|
|
|
4.3
|
%
|
|
Years ended December 31,
|
||||||||||
Derivatives in cash flow hedging relationships
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign currency contracts
|
$
|
(44
|
)
|
|
$
|
(63
|
)
|
|
$
|
(25
|
)
|
Cross-currency swap contracts
|
132
|
|
|
85
|
|
|
(26
|
)
|
|||
Forward interest rate contracts
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Total
|
$
|
88
|
|
|
$
|
15
|
|
|
$
|
(51
|
)
|
|
|
|
|
Years ended December 31,
|
||||||||||
Derivatives in cash flow hedging relationships
|
|
Statements of Income location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign currency contracts
|
|
Product sales
|
|
$
|
4
|
|
|
$
|
74
|
|
|
$
|
(108
|
)
|
Cross-currency swap contracts
|
|
Interest and other income, net
|
|
82
|
|
|
61
|
|
|
(3
|
)
|
|||
Forward interest rate contracts
|
|
Interest expense, net
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total
|
|
|
|
$
|
85
|
|
|
$
|
134
|
|
|
$
|
(112
|
)
|
|
|
|
|
Years ended December 31,
|
||||||||||
Derivatives not designated as hedging instruments
|
|
Statements of Income location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign currency contracts
|
|
Interest and other income, net
|
|
$
|
15
|
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
December 31, 2013
|
Balance Sheet location
|
|
Fair value
|
|
Balance Sheet location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
Other current assets/ Other noncurrent assets
|
|
$
|
193
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
4
|
|
Foreign currency contracts
|
Other current assets/ Other noncurrent assets
|
|
53
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
104
|
|
||
Interest rate swap contracts
|
Other current assets/ Other noncurrent assets
|
|
—
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
161
|
|
||
Total derivatives designated as hedging instruments
|
|
|
246
|
|
|
|
|
269
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
—
|
|
|
Accrued liabilities
|
|
3
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
—
|
|
|
|
|
3
|
|
||
Total derivatives
|
|
|
$
|
246
|
|
|
|
|
$
|
272
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
December 31, 2012
|
Balance Sheet location
|
|
Fair value
|
|
Balance Sheet location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
Other current assets/ Other noncurrent assets
|
|
65
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
6
|
|
||
Foreign currency contracts
|
Other current assets/ Other noncurrent assets
|
|
45
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
58
|
|
||
Total derivatives designated as hedging instruments
|
|
|
110
|
|
|
|
|
64
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
1
|
|
|
Accrued liabilities
|
|
1
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
1
|
|
|
|
|
1
|
|
||
Total derivatives
|
|
|
$
|
111
|
|
|
|
|
$
|
65
|
|
2014
|
$
|
140
|
|
2015
|
125
|
|
|
2016
|
114
|
|
|
2017
|
95
|
|
|
2018
|
86
|
|
|
Thereafter
|
345
|
|
|
Total minimum operating lease commitments
|
$
|
905
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Product sales:
|
|
|
|
|
|
||||||
Neulasta
®
|
$
|
4,392
|
|
|
$
|
4,092
|
|
|
$
|
3,952
|
|
NEUPOGEN
®
|
1,398
|
|
|
1,260
|
|
|
1,260
|
|
|||
ENBREL
|
4,551
|
|
|
4,236
|
|
|
3,701
|
|
|||
Aranesp
®
|
1,911
|
|
|
2,040
|
|
|
2,303
|
|
|||
EPOGEN
®
|
1,953
|
|
|
1,941
|
|
|
2,040
|
|
|||
Sensipar
®
/Mimpara
®
|
1,089
|
|
|
950
|
|
|
808
|
|
|||
Vectibix
®
|
389
|
|
|
359
|
|
|
322
|
|
|||
Nplate
®
|
427
|
|
|
368
|
|
|
297
|
|
|||
XGEVA
®
|
1,019
|
|
|
748
|
|
|
351
|
|
|||
Prolia
®
|
744
|
|
|
472
|
|
|
203
|
|
|||
Kyprolis
®
|
73
|
|
|
—
|
|
|
—
|
|
|||
Other
|
246
|
|
|
173
|
|
|
58
|
|
|||
Total product sales
|
18,192
|
|
|
16,639
|
|
|
15,295
|
|
|||
Other revenues
|
484
|
|
|
626
|
|
|
287
|
|
|||
Total revenues
|
$
|
18,676
|
|
|
$
|
17,265
|
|
|
$
|
15,582
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
14,480
|
|
|
$
|
13,415
|
|
|
$
|
11,985
|
|
Rest of the world (ROW)
|
4,196
|
|
|
3,850
|
|
|
3,597
|
|
|||
Total revenues
|
$
|
18,676
|
|
|
$
|
17,265
|
|
|
$
|
15,582
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
2,772
|
|
|
$
|
2,906
|
|
Puerto Rico
|
1,822
|
|
|
1,908
|
|
||
ROW
|
755
|
|
|
512
|
|
||
Total long-lived assets
|
$
|
5,349
|
|
|
$
|
5,326
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
AmerisourceBergen Corporation:
|
|
|
|
|
|
||||||
Gross product sales
|
$
|
8,527
|
|
|
$
|
7,556
|
|
|
$
|
7,574
|
|
% of total gross revenues
|
35
|
%
|
|
34
|
%
|
|
36
|
%
|
|||
% of U.S. gross product sales
|
44
|
%
|
|
43
|
%
|
|
45
|
%
|
|||
McKesson Corporation:
|
|
|
|
|
|
||||||
Gross product sales
|
$
|
6,440
|
|
|
$
|
5,898
|
|
|
$
|
4,591
|
|
% of total gross revenues
|
27
|
%
|
|
27
|
%
|
|
22
|
%
|
|||
% of U.S. gross product sales
|
32
|
%
|
|
32
|
%
|
|
27
|
%
|
|||
Cardinal Health, Inc.:
|
|
|
|
|
|
||||||
Gross product sales
|
$
|
3,209
|
|
|
$
|
3,245
|
|
|
$
|
3,021
|
|
% of total gross revenues
|
13
|
%
|
|
15
|
%
|
|
14
|
%
|
|||
% of U.S. gross product sales
|
17
|
%
|
|
19
|
%
|
|
18
|
%
|
|
2013 Quarters ended
|
||||||||||||||
(In millions, except per share data)
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Product sales
|
$
|
4,799
|
|
|
$
|
4,647
|
|
|
$
|
4,595
|
|
|
$
|
4,151
|
|
Gross profit from product sales
|
3,770
|
|
|
3,859
|
|
|
3,810
|
|
|
3,407
|
|
||||
Net income
|
1,021
|
|
|
1,368
|
|
|
1,258
|
|
|
1,434
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.35
|
|
|
$
|
1.81
|
|
|
$
|
1.67
|
|
|
$
|
1.91
|
|
Diluted
|
$
|
1.33
|
|
|
$
|
1.79
|
|
|
$
|
1.65
|
|
|
$
|
1.88
|
|
|
2012 Quarters ended
|
||||||||||||||
(In millions, except per share data)
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Product sales
|
$
|
4,337
|
|
|
$
|
4,201
|
|
|
$
|
4,200
|
|
|
$
|
3,901
|
|
Gross profit from product sales
(1)
|
3,415
|
|
|
3,426
|
|
|
3,448
|
|
|
3,151
|
|
||||
Net income
|
788
|
|
|
1,107
|
|
|
1,266
|
|
|
1,184
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.03
|
|
|
$
|
1.44
|
|
|
$
|
1.63
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
1.01
|
|
|
$
|
1.41
|
|
|
$
|
1.61
|
|
|
$
|
1.48
|
|
(1)
|
Includes the impact of prior-period amounts for amortization of certain acquired intangible assets that have been reclassified within Operating expenses in our Consolidated Statements of Income to conform to the current-period presentation.
|
Allowance for doubtful accounts
|
Balance at
beginning
of period
|
|
Additions
charged to
costs and
expenses
|
|
Other
additions
|
|
Deductions
|
|
Balance
at end
of
period
|
||||||||||
Year ended December 31, 2013
|
$
|
61
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
59
|
|
Year ended December 31, 2012
|
$
|
54
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Year ended December 31, 2011
|
$
|
42
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
54
|
|
(a)
|
Except as otherwise provided in Section 2.25(b) below, a Separation from Service shall occur when you experience a termination of employment with your Employer. You will be considered to have experienced a termination of employment when the facts and circumstances indicate that either (i) you are not reasonably expected to perform further services for the Employer after a certain date, or (ii) that the level of bona fide services you will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 49% of the average level of bona fide services that you performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or full period of services to the Employer if you have been providing services to the Employer for less than 36 months).
|
(b)
|
If you are on military leave, sick leave, or other bona fide leave of absence, the employment relationship between you and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or longer, so long as you retain a right to reemployment with the Employer under an applicable statute or by contract. If the period of leave exceeds six months and you do not retain a right to reemployment under an applicable statute or by contract, you will incur a Separation from Service as of the first day immediately following the end of such six-month period. However, where your leave of absence is due to your “disability” (as defined below), a 29-month period of absence will be substituted for such six-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that you will return to perform services for the Employer. For purposes of this Section 2.25(b), “disability” shall mean any medically determinable physical or mental impairment resulting in your inability to perform the duties of your position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less
|
(c)
|
Notwithstanding the foregoing, if you provide services to the Employer as both an employee and a member of the Board, then to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by you as a Board member shall not be taken into account in determining whether you experience a Separation from Service as an employee.
|
Years of Service
|
Vested Percentage
|
Less than 3
|
0%
|
3 or more
|
100%
|
(a)
|
You have elected to receive any payments under the installment method and subsequently elect to change from installments to a lump-sum distribution, provided the change in the distribution election satisfies the requirements set forth in Section 5.3 or 6.5.
|
(b)
|
You become liable for FICA taxes with respect to any portion of your Account, provided that if an accelerated distribution is made pursuant to this paragraph, the amount distributed shall not exceed the aggregate of the FICA taxes imposed on your Account plus any income tax withholding required for the FICA withholdings.
|
(c)
|
The Plan fails to meet the requirements of Code Section 409A with respect to any portion of your Account, provided that if an accelerated distribution is made pursuant to this paragraph, the amount that shall be distributed shall not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.
|
(d)
|
If there is an inclusion in income under Section Code 457A with respect to any portion of your Account, such inclusion is treated as a payment for purposes of the short-term deferral rule under §1.409A-1(b)(4). If the short-term deferral rule under §1.409A-1(b)(4) is satisfied, the amount included in income will be distributed to you during the taxable year in which such income inclusion occurs. If the short-term deferral rule under §1.409A-1(b)(4) is not satisfied, the amount included in income will be accelerated to the extent permitted under applicable IRS guidance.
|
(a)
|
If the Company reasonably anticipates that the Company’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treasury Regulation Section 1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited or debited with additional amounts in accordance with Section 4.3. The delayed amounts (as adjusted for any amounts credited or debited thereon) shall be distributed to you (or your Beneficiary in the event of your death) at the earliest date the Company reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section
|
(b)
|
The Committee may delay payment if it reasonably anticipates that making the payment would violate federal securities laws or other applicable law, provided the Company treats all payments to similarly situated Plan participants on a reasonably consistent basis and the payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause a violation.
|
(b)
|
your children, except if any of the children predecease you but leave surviving issue, then such issue will take by right of representation the share the parent would have taken if living;
|
(a)
|
Applications for Benefits. Any application for benefits under the Plan shall be submitted to the person or persons (“Claims Reviewer”) to whom the responsibility to adjudicate claims under the Plan has been delegated by the Senior Vice President, Human Resources of Amgen Inc. (as delegate of the Committee) at the Company’s principal office. Such application shall be in writing on the prescribed form and shall be signed by the applicant. All claims must be made within 180 days of the event that gives rise to a claim for benefits, including, without limitation, the receipt of a benefit statement that is labeled as a final determination (or labeled in terms substantially similar) of the applicant’s benefits (or the applicant’s right to benefits) as of a certain date or states that a claim for benefits may be filed within 180 days.
|
(b)
|
Denial of Applications. In the event that any application for benefits is denied in whole or in part, the Claims Reviewer shall notify the applicant in writing or electronically of the right to a review of the denial. Such written notice shall set forth, in a manner calculated to be understood by the applicant, specific reasons for the denial, specific references to the Plan provisions on which the denial was based, a description of any information or material necessary to perfect the application, an explanation of why such material is necessary, an explanation of the Plan’s review procedure, and a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. Such notice shall be given to the applicant within 90 days after the Claims Reviewer receives the application, unless special circumstances require an extension of time for processing the application. In no event shall such an extension exceed a period of 90 days from the end of the initial 90 day period. If such an extension is required, written notice thereof shall be furnished to the applicant before the end of the initial 90 day period. Such notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Reviewer expects to render a decision. If notice is not given to the applicant within the period prescribed by this Section 7.3(b), the application shall be deemed to have been denied for purposes of Section 7.3(d) upon the expiration of such period.
|
(c)
|
Requests for Review. Any person whose application for benefits is denied in whole or in part (or such person’s duly authorized representative) may appeal the denial by submitting to the Senior Vice President, Human Resources of Amgen Inc. (“Appeals Reviewer”) a request for a review of such application within 90 days after receiving written notice of the denial. The Appeals Reviewer shall give the applicant or such representative an opportunity to review pertinent documents (except legally privileged materials) in preparing such request for review and to submit issues and comments in writing. The request for review shall be in writing and shall be addressed to the Company’s principal office. The request for review shall set forth all of the grounds on which it is based, all facts in support of the request, and any other matters which the applicant deems pertinent. The Appeals Reviewer may require the applicant to
|
(d)
|
Decisions on Review. The Appeals Reviewer shall act upon each request for review within 60 days after receipt thereof, unless special circumstances require an extension of time for processing, but in no event shall the decision on review be rendered more than 120 days after the Appeals Reviewer receives the request for review. If such an extension is required, written notice thereof shall be furnished to the applicant before the end of the initial 60 day period. The Appeals Reviewer shall give prompt, written or electronic notice of its decision to the applicant and to the Company. In the event that the Appeals Reviewer confirms the denial of the application for benefits in whole or in part, such notice shall set forth, in a manner calculated to be understood by the applicant, the specific reasons for such denial, specific references to the Plan provisions on which the decision is based, and a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. To the extent that the Appeals Reviewer overrules the denial of the application for benefits, such benefits shall be paid to the applicant.
|
(e)
|
Rules and Procedures.
The Claims Reviewer and the Appeals Reviewer shall adopt such rules and procedures, consistent with ERISA and the Plan, as they deems necessary or appropriate in carrying out their responsibilities under this Section 7.3.
|
(f)
|
Exhaustion of Administrative Remedies.
No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant (i) has submitted a written application for benefits in accordance with Section 7.3(a); (ii) has been notified that the application is denied; (iii) has filed a written request for a review of the application in accordance with Section 7.3(c); and (iv) has been notified in writing or electronically that the Appeals Reviewer has affirmed the denial of the application. If the claimant has entered into an arbitration agreement with the Company, the provisions of that arbitration agreement will govern following the claimant’s compliance with the foregoing provisions of this Section 7.3, and shall be the sole and exclusive remedy following compliance with the foregoing provisions. No arbitration or civil action for benefits under the Plan may be brought more than one year following the notification that the appeal was denied in whole or in part, or the event that gave rise to the claim for benefits (including, without limitation, receipt of a benefit statement that is labeled as a final determination (or labeled in terms substantially similar) of your benefits as of a certain date or states you may file a claim for benefits within 180 days), whichever is later. If no arbitration agreement is applicable, any legal or equitable action for benefits under the Plan must be brought in the United States District Court that includes the city or is nearest to the city in which the participant was last employed by the Company.
|
(a)
|
Generally
. The Committee may at any time and for any reason amend the Plan in whole or in part. No amendment may decrease or restrict the amount accrued in any Account maintained under the Plan through the date of amendment.
|
(b)
|
Amendment for 409A Compliance
. This Plan is intended to comply with Section 409A of the Code, and the Company shall have complete discretion to interpret and construe this Plan and any associated documents in any manner that establishes an exemption from or
|
(a)
|
The Company may terminate the Plan if the termination and liquidation is not proximate to a downturn in the Company’s financial health and:
|
(i)
|
The Plan and all other plans maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) are irrevocably terminated;
|
(ii)
|
No payments other than payments that would otherwise be payable under the terms of the Plan are made within 12 months following the date the Company takes all necessary actions to terminate and liquidate the Plan;
|
(iii)
|
Except with respect to the participants who became entitled to benefits under the terms of the Plan and any other plan maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) within the first 12 months following the date such plans are irrevocably terminated, all payments to the participants due under the terms of such plans must be made between the first day of the 13th month and the last day of the 24th month following the date such plans terminated; and
|
(iv)
|
The Company does not adopt a plan that would be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c) within three years following the date the Plan is terminated.
|
(b)
|
The Company terminates and liquidates the Plan pursuant to irrevocable action taken within 30 days preceding or 12 months following a “change in control event” (defined below), provided that the Plan and all other plans maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) are terminated on the same date with respect to each participant in such plans that experienced the “change in control event,” and all such participants receive all benefits payable under such plans within 12 months following the termination date. For purposes of this Section 8.2(b), “change in control event” shall have the meaning set forth in Treasury Regulation Section 1.409A-3(i)(5).
|
(c)
|
The Company terminates and liquidates the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11
|
1.
|
Amgen USA Inc. - January 1, 2002
|
2.
|
Immunex Corporation - January 1, 2003
|
3.
|
Immunex Manufacturing Corporation - January 1, 2003
|
4.
|
Immunex Rhode Island Corporation - January 1, 2003
|
5.
|
Amgen Worldwide Services, Inc. - January 1, 2004
|
6.
|
Amgen SF, LLC - January 1, 2005
|
7.
|
BioVex, Inc. - April 11, 2011
|
8.
|
Amgen Manufacturing, Limited - January 1, 2012
|
9.
|
Amgen Rockville, Inc. (formerly Micromet, Inc.) - June 18, 2012
|
10.
|
KAI Pharmaceuticals, Inc. - August 27, 2012
|
11.
|
Onyx Pharmaceuticals, Inc. - January 1, 2014
|
|
|
Page
|
|
|
|
|
|
||
PURPOSE
|
|
................................................................................................................................
|
1
|
|
ARTICLE 1
|
|
DEFINITIONS........................................................................................................
|
1
|
|
ARTICLE 2
|
|
SELECTION/ENROLLMENT/ELIGIBILITY.......................................................
|
5
|
|
2.1
|
|
Selection by Committee..........................................................................................
|
5
|
|
2.2
|
|
Enrollment Requirements........................................................................................
|
5
|
|
2.3
|
|
Eligibility/Commencement of Participation............................................................
|
6
|
|
2.4
|
|
Termination of Participation and/or Deferrals........................................................
|
6
|
|
ARTICLE 3
|
|
DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/
TAXES....................................................................................................................
|
6
|
|
3.1
|
|
Maximum Deferrals................................................................................................
|
6
|
|
3.2
|
|
Election to Defer/Effect of Election Form..............................................................
|
6
|
|
3.3
|
|
Delayed Commencement Election..........................................................................
|
7
|
|
3.4
|
|
Withholding of Annual Deferral Amounts..............................................................
|
7
|
|
3.5
|
|
Annual Company Contribution Amount.................................................................
|
7
|
|
3.6
|
|
Vesting.....................................................................................................................
|
7
|
|
3.7
|
|
Crediting/Debiting of Account Balances.................................................................
|
8
|
|
3.8
|
|
FICA and Other Taxes.............................................................................................
|
9
|
|
3.9
|
|
Distributions............................................................................................................
|
10
|
|
ARTICLE 4
|
|
SHORT-TERM PAYOUT........................................................................................
|
10
|
|
4.1
|
|
Short-Term Payout..................................................................................................
|
10
|
|
4.2
|
|
Other Benefits Take Precedence Over Short Term Payout.....................................
|
10
|
|
ARTICLE 5
|
|
DISTRIBUTION OF BENEFITS FOLLOWING SEPARATION FROM SERVICE................................................................................................................
|
10
|
|
5.1
|
|
Distributions............................................................................................................
|
10
|
|
5.2
|
|
Installment Payments..............................................................................................
|
11
|
|
5.3
|
|
Distribution Election Changes................................................................................
|
11
|
|
ARTICLE 6
|
|
SURVIVOR BENEFITS.........................................................................................
|
11
|
|
6.1
|
|
Survivor Benefits.....................................................................................................
|
12
|
|
6.2
|
|
Death Before Commencement of Benefits..............................................................
|
12
|
|
6.3
|
|
Death After Commencement of Benefits................................................................
|
12
|
|
6.4
|
|
Distribution Election Changes................................................................................
|
12
|
|
6.5
|
|
Beneficiary..............................................................................................................
|
12
|
|
6.6
|
|
Beneficiary Designation Change/Spousal Consent.................................................
|
13
|
|
6.7
|
|
Acknowledgment....................................................................................................
|
13
|
|
6.8
|
|
No Beneficiary Designation....................................................................................
|
13
|
|
6.9
|
|
Discharge of Obligations.........................................................................................
|
13
|
|
ARTICLE 7
|
|
DISABILITY WAIVER AND BENEFIT...............................................................
|
13
|
|
7.1
|
|
Disability Waiver.....................................................................................................
|
13
|
|
ARTICLE 8
|
|
DISTRIBUTIONS - GENERAL.............................................................................
|
14
|
|
8.1
|
|
Generally................................................................................................................
|
14
|
|
8.2
|
|
Six-Month Delayed Payment..................................................................................
|
14
|
|
8.3
|
|
Accelerated Distributions........................................................................................
|
14
|
|
8.4
|
|
Delayed Distributions..............................................................................................
|
14
|
|
|
|
Page
|
|
|
|
|
|
||
8.5
|
|
Withdrawal /Cancellation of Deferrals for Unforeseeable Financial Emergencies
|
15
|
|
8.6
|
|
Withholding of Employment Taxes Upon Distribution..........................................
|
15
|
|
ARTICLE 9
|
|
LEAVE OF ABSENCE...........................................................................................
|
16
|
|
9.1
|
|
Paid Leave of Absence...........................................................................................
|
16
|
|
9.2
|
|
Unpaid Leave of Absence.......................................................................................
|
16
|
|
ARTICLE 10
|
|
TERMINATION/AMENDMENT OR MODIFICATION......................................
|
16
|
|
10.1
|
|
Termination.............................................................................................................
|
16
|
|
10.2
|
|
Amendment.............................................................................................................
|
17
|
|
10.3
|
|
Effect of Payment....................................................................................................
|
17
|
|
ARTICLE 11
|
|
ADMINISTRATION...............................................................................................
|
18
|
|
11.1
|
|
Committee Duties....................................................................................................
|
18
|
|
11.2
|
|
Administration Upon Change of Control................................................................
|
18
|
|
11.3
|
|
Agents......................................................................................................................
|
18
|
|
11.4
|
|
Binding Effect of Decisions....................................................................................
|
18
|
|
11.5
|
|
Indemnity of Committee.........................................................................................
|
19
|
|
11.6
|
|
Employer Information.............................................................................................
|
19
|
|
ARTICLE 12
|
|
OTHER BENEFITS AND AGREEMENTS...........................................................
|
19
|
|
12.1
|
|
Coordination with Other Benefits...........................................................................
|
19
|
|
ARTICLE 13
|
|
CLAIMS PROCEDURES.......................................................................................
|
19
|
|
13.1
|
|
Presentation of Claim..............................................................................................
|
19
|
|
13.2
|
|
Notification of Decision..........................................................................................
|
19
|
|
13.3
|
|
Review of a Denied Claim......................................................................................
|
20
|
|
13.4
|
|
Decision on Review.................................................................................................
|
20
|
|
13.5
|
|
Legal Action............................................................................................................
|
20
|
|
ARTICLE 14
|
|
TRUST....................................................................................................................
|
21
|
|
14.1
|
|
Establishment of the Trust.......................................................................................
|
21
|
|
14.2
|
|
Interrelationship of the Plan and the Trust..............................................................
|
21
|
|
14.3
|
|
Distributions From the Trust...................................................................................
|
21
|
|
14.4
|
|
Investment of Trust Assets......................................................................................
|
21
|
|
ARTICLE 15
|
|
MISCELLANEOUS...............................................................................................
|
21
|
|
15.1
|
|
Status of Plan..........................................................................................................
|
21
|
|
15.2
|
|
Unsecured General Creditor....................................................................................
|
22
|
|
15.3
|
|
Employer’s Liability................................................................................................
|
22
|
|
15.4
|
|
Nonassignability......................................................................................................
|
22
|
|
15.5
|
|
Not a Contract of Employment...............................................................................
|
22
|
|
15.6
|
|
Furnishing Information...........................................................................................
|
22
|
|
15.7
|
|
Terms.......................................................................................................................
|
22
|
|
15.8
|
|
Captions...................................................................................................................
|
22
|
|
15.9
|
|
Governing Law........................................................................................................
|
22
|
|
15.10
|
|
Notice......................................................................................................................
|
23
|
|
15.11
|
|
Successors...............................................................................................................
|
23
|
|
15.12
|
|
Spouse’s Interest......................................................................................................
|
23
|
|
|
|
Page
|
|
|
|
|
|
||
15.13
|
|
Validity....................................................................................................................
|
23
|
|
15.14
|
|
Incompetent.............................................................................................................
|
23
|
|
15.15
|
|
Insurance.................................................................................................................
|
23
|
|
15.16
|
|
Legal Fees To Enforce Rights After Change of Control.........................................
|
23
|
|
APPENDIX A
|
|
................................................................................................................................
|
26
|
|
APPENDIX B
|
|
................................................................................................................................
|
27
|
|
1.1
|
“
Account Balance
” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance and (ii) the vested Company Contribution Account balance. The Account Balance and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
|
1.2
|
“
Account Balance Plan
” shall mean any plan, agreement or arrangement of the Company or an Employer that is an “account balance plan” as defined in Treasury Regulation Section 1.409A-1(c)(2)(A) and (B).
|
1.3
|
“
Annual Base Salary
” shall mean a Participant’s compensation consisting only of regular salary paid by any Employer for services rendered during the Plan Year and excluding any other compensation. With respect to any member of the Board, Annual Base Salary shall mean the member’s annual retainer, chair fees, Board meeting fees, and meeting fees for any committee of the Board.
|
1.4
|
“
Annual Bonus
” shall mean any compensation earned by a Participant during a Plan Year that constitutes a commission paid to a salesperson or that is paid pursuant to the Amgen Global Management Incentive Plan (GMIP), the Amgen Inc. Executive Incentive Plan (EIP), or an equivalent bonus program. All other compensation is excluded from the definition of Annual Bonus.
|
1.5
|
“
Annual Company Contribution Amount
” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
|
1.6
|
“
Annual Deferral Amount
” shall mean that portion of a Participant’s Annual Base Salary or Annual Bonus, as applicable, that a Participant elects to have, and is, deferred in accordance with Article 3, for any one Plan Year.
|
1.7
|
“
Annual Installment Method
” shall mean the method used to make payments with respect to a Participant who has elected to receive a benefit over a period of years. Under the Annual Installment Method, the amount of each annual payment due to a Participant (or Beneficiary) shall be calculated by multiplying the Participant’s Account Balance as of the most recent Valuation Date by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant (or Beneficiary). By way of example, if the Participant elects a ten-year Annual Installment Method, the first payment shall be 1/10 of the Account Balance as of the most recent Valuation Date. The following year, the payment shall be 1/9 of the Account Balance as of the most recent Valuation Date. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.
|
1.8
|
“
Beneficiary
” shall mean one or more persons, trusts, estates or other entities, designated in accordance with the terms of the Plan or otherwise entitled to receive benefits under this Plan upon the death of a Participant.
|
1.9
|
“
Beneficiary Designation Form
” shall mean the written or electronic form established from time to time by the Committee that a Participant completes and returns to the Committee to designate one or more Beneficiaries.
|
1.10
|
“
Board
” shall mean the board of directors of the Company.
|
1.11
|
“
Change of Control
” shall have the meaning set forth in the Amgen Inc. Change of Control Severance Plan, as it may be amended from time to time.
|
1.12
|
“
Claimant
” shall have the meaning set forth in Section 13.1.
|
1.13
|
“
Code
” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and any applicable IRS Regulations promulgated thereunder and any successor thereto. References to any section of the Code include reference to any comparable or succeeding provisions or regulations that amends, supplements or replaces the section.
|
1.14
|
“
Committee
” or “
Compensation Committee
” shall mean the Compensation and Management Committee of the Board.
|
1.15
|
“
Company
” shall mean Amgen Inc., and any successor to all or substantially all of the Company’s assets or business and it shall exclude any disregarded entity pursuant to Treasury Regulations Section 301.7701-3, unless such disregarded entity is selected by the Board or Committee to participate in the Plan.
|
1.16
|
“
Company Contribution Account
” shall mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited (net of amounts debited) in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.
|
1.17
|
“
Deferral Account
” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited (net of amounts debited) in accordance with all the applicable provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.
|
1.18
|
“
Disability
” shall mean any medically determinable physical or mental impairment resulting in a Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months. The determination of whether a Participant has a Disability shall be made by the Employer’s short-term disability insurance carrier or administrator (or, if none, by the Committee).
|
1.19
|
“
Election Form
” shall mean the written or electronic form established from time to time by the Committee that a Participant completes and returns to the Committee to make an election under the Plan.
|
1.20
|
“
Employee
” shall mean a person whom an Employer classifies as an Employee for payroll tax or tax reporting purposes.
|
1.21
|
“
Employer
” shall be defined as follows:
|
(a)
|
Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or
any of its subsidiaries or affiliates (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan, through designation in Appendix A of the Plan, and have adopted the Plan by permitting their Employees to participate in the Plan.
|
(b)
|
For the purpose of determining whether a Participant has experienced a Separation From Service, the term “Employer” shall mean the entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises. In addition, the term “Employer” shall include all other entities with which the entity described in the preceding sentence would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable.
|
1.22
|
“
ERISA
” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
|
1.23
|
“
401(k) Plan
” shall mean the Amgen Retirement and Savings Plan adopted by the Company, as it may be amended from time to time.
|
1.24
|
“
Participant
” shall mean any Employee (i) who is selected by the Committee from among the highly compensated or management employees of the Employer to participate in the Plan, through designation in Appendix B attached to the Plan, (ii) who elects to participate in the Plan (or has an amount credited to his or her Company Contribution Account), (iii) who signs a Plan Agreement and an Election Form (with respect to any Annual Deferral Amount), (iv) whose signed Plan Agreement and Election Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan participation has not terminated by virtue of a complete distribution of his or her
|
1.25
|
“
Plan
” shall mean the Amgen Nonqualified Deferred Compensation Plan, as amended and restated effective October 16, 2013, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.
|
1.26
|
“
Plan Agreement
” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.
|
1.27
|
“
Plan Year
” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.
|
1.28
|
“
Separation from Service
” shall mean the termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:
|
(a)
|
For a Participant who provides services to the Employer as an Employee, except as otherwise provided in Section 1.28(b), a Separation from Service shall occur when such Participant experiences a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that either (i) the Participant is not reasonably expected to perform further services for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 49% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or full period of services to the Employer if the Participant has been providing services to the Employer for less than 36 months).
|
(b)
|
If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of leave exceeds six months and the Participant
|
(c)
|
Notwithstanding the foregoing, if a Participant who provides services to the Employer as both an Employee and a member of the Board, then to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by such Participant as a Board member shall not be taken into account in determining whether the Participant experiences a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a Board member.
|
1.29
|
“
Short-Term Payout
” shall mean the payout set forth in Section 4.1.
|
1.30
|
“
Trust
” shall mean one or more trusts established pursuant to that certain Trust Agreement, dated as of January 1, 2002 between the Company and the trustee named therein, as amended from time to time.
|
1.31
|
“
Unforeseeable Financial Emergency
” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, or the Participant’s spouse, Beneficiary, or dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) a loss of the Participant’s property due to casualty, or (iii) another similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee, consistent with Treasury Regulation Section 1.409A-3(i)(3).
|
1.32
|
“
Valuation Date
” shall mean the last day of each Plan Year or any other date as of which the Committee, in its sole discretion, designates as a Valuation Date.
|
2.1
|
Selection by Committee
. Participation in the Plan shall be limited to a select group of Employees of the Employers, each of whom is a member of management or is highly compensated, and to members of the Board. From the group of employees who are management or highly compensated, the Committee shall select, in its sole discretion, Employees to participate in the Plan, and they shall be designated on Appendix B.
|
2.2
|
Enrollment Requirements
. As a condition to participation, each member of the Board and selected Employee shall complete, execute, and return to the Committee a Plan Agreement and an Election Form (with respect to any Annual Deferral Amount), all within the timeframes set forth in Section 3.2. In addition, the Committee may
establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.
|
2.3
|
Eligibility/Commencement of Participation
. Provided an Employee selected to participate in the Plan or member of the Board has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period set forth in Section 2.2, that Employee or Board member shall commence participation in the Plan on the first day of the month following the month in which he or she completes all enrollment requirements or such other date specified by the Committee.
|
2.4
|
Termination of Participation and/or Deferrals
. If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferral elections in a subsequent Plan Year.
|
(a)
|
Annual Base Salary and Annual Bonu
s</b>
. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Annual Base Salary or Annual Bonus up to the following maximum percentages for each deferral elected as determined by the Committee for each Plan Year:
|
Deferral
|
Maximum Percentage
|
Annual Base Salary
|
50%
|
Annual Bonus
|
80%
|
(b)
|
Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount, with respect to Annual Base Salary and Annual Bonus shall be based on the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and an Election Form to the Committee for acceptance.
|
(c)
|
Notwithstanding the foregoing, Participants who are members of the Board shall be subject to a 100% maximum deferral percentage with respect to their Annual Base Salary.
|
(d)
|
If a Participant received a hardship distribution from the 401(k) Plan and, as a result of such hardship distribution, the Participant is prohibited from making deferrals to the 401(k) Plan for all or any portion of any subsequent Plan Year, such Participant shall be prohibited from making any deferrals to the Plan for such Plan Year, notwithstanding anything in Section 3.2 or 8.5 to the contrary. Any deferral for a subsequent Plan Year to which this subsection (d) does not apply must be made in accordance with Section 3.2.
|
3.2
|
Election to Defer/Effect of Election Form.
|
(a)
|
First Plan Year
. A Board member or Employee designated in Appendix B who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treasury Regulation Section 1.409A-2(a)(7)(ii), may elect to defer the portion of his or her Annual Base Salary and/or Annual Bonus paid for services performed after such election, provided that such Employee or Board member (1) submits an Election Form to the
|
(b)
|
Subsequent Plan Years
. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures and before the end of the Plan Year preceding the Plan Year in which the services are first performed for which the Annual Base Salary and/or Annual Bonus that is subject to the election is paid. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.
|
3.3
|
Delayed Commencement Election
.
A Participant who also participates in the 401(k) Plan or in the Retirement and Savings Plan of Amgen Manufacturing, Limited (the “1165(e) Plan”) shall have the opportunity to delay the effective date of his or her deferral election until the latest date selected by the Committee for the applicable Plan Year. Elections under this Section 3.3 shall be made on an Election Form in accordance with such rules and procedures the Committee shall establish, within the timeframes set forth in Section 3.2.
|
3.4
|
Withholding of Annual Deferral Amounts
. For each Plan Year and except as provided in Section 3.3, the Annual Base Salary portion of the Annual Deferral Amount for each Participant shall be withheld from the Participant’s Annual Base Salary for such Plan Year as determined by the Committee. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant,
whether or not this occurs during the Plan Year itself.
|
3.5
|
Annual Company Contribution Amount
. For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that Participant the Annual Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount, if any, shall be credited as of the date determined by the Committee in its sole discretion. If a Participant is not employed by an Employer as of the last day of a Plan Year for a reason other than his or her retirement or death while employed, the Annual Company Contribution Amount for that Plan Year shall be zero. Distributions from a Participant’s Company Contribution Account shall be made as provided in Articles 5 and 6.
|
3.6
|
Vesting
.
|
(a)
|
A Participant shall at all times be 100% vested in his or her Deferral Account.
|
(b)
|
A Participant shall be vested in his or her Company Contribution Account in accordance with the vesting schedules established by the Committee, in its sole and absolute discretion, for each Annual Company Contribution Amount (and amounts credited or debited thereon) at the
|
(c)
|
Notwithstanding anything in this Section to the contrary, except as provided in subsection (d) below, in the event of a Change of Control, a Participant’s Company Contribution Account shall immediately become 100% vested (without regard to whether it is already vested in accordance with the above vesting schedules).
|
(d)
|
Except as otherwise provided by written agreement between a Participant and his/her Employer, notwithstanding anything in this Section or the Plan to the contrary, the vesting schedule for a Participant’s Company Contribution Account shall not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that any portion of a Participant’s Company Contribution Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”), to the effect that, in the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G, and containing supporting calculations, or, in the absence of such an opinion, shall cause the relevant portion of the Participant’s Company Contribution Account to become vested. The cost of such opinion shall be paid for by the Company.
|
3.7
|
Crediting/Debiting of Account Balances
. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:
|
(a)
|
Election of Measurement Funds
. A Participant, in connection with his or her initial deferral election in accordance with Section 3.2(a) above or his or her initial Annual Company Contribution Amount in accordance with Section 3.5 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as defined in Section 3.7(c)) to be used to determine the additional amounts to be credited to his or her Account Balance for the first business day in which the Participant commences participation in the Plan and continuing thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first business day that follows the Participant’s commencement of participation in the Plan and continuing thereafter for each subsequent day in which the Participant participates in the Plan, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply to the next business day and continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.
|
(b)
|
Proportionate Allocation
. In making any election described in Section 3.7(a) above, the Participant shall specify on the Election Form, in increments of one percentage point (1%),
|
(c)
|
Measurement Funds
. From time to time, the Senior Vice President, Human Resources of the Company (or his delegate) in such person’s sole discretion shall select and announce to Participants such person’s selection of mutual funds, insurance company separate accounts, indexed rates or other methods (each, a “Measurement Fund”), for the purpose of providing the basis on which gains and losses shall be attributed to Account Balances under the Plan. The Senior Vice President, Human Resources of the Company (or his delegate) may, in such person’s sole discretion, discontinue, substitute, or add a Measurement Fund at any time. Each such action shall take effect after a reasonable period of time following the day on which Participants are given written notice of such change.
|
(d)
|
Crediting or Debiting Method
. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Senior Vice President, Human Resources of the Company (or his delegate), in such person’s reasonable discretion, based on available reports of
the performance of the Measurement Funds. A Participant’s Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, as determined by Senior Vice President, Human Resources of the Company (or his delegate), in such person’s sole discretion, as though: (i) a Participant’s Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such day, as of the close of business on such day, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any day were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such day, no later than the close of business on the first business day after the day on which such amounts are actually deferred from the Participant’s Annual Base Salary through reductions in his or her payroll and from the Participant’s Annual Bonus, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant’s Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such day, no later than one business day prior to the distribution, at the closing price on such date.
|
(e)
|
No Actual Investment
. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that an Employer or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by an Employer or the Trust; the Participant shall at all times remain an unsecured creditor of the Employer.
|
3.8
|
FICA and Other Taxes
. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant or a portion or all of an Annual Company Contribution Amount becomes Vested, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Annual Base Salary or Annual Bonus that is not being deferred, in a manner determined by the Employer(s), the
|
3.9
|
Distributions
. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust, respectively (whichever is making the payment). The Participant’s Employer, or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan any garnishment of wages in amounts and in a manner to be determined by the sole discretion of the Employer(s) and the trustee of the Trust, respectively (whichever is making the payment).
|
4.1
|
Short-Term Payout
. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect, within the timeframe and manner prescribed by Section 3.2, to receive a future “Short-Term Payout” from the Plan with respect to such Annual Deferral Amount. Subject to Article 8 below, the Short-Term Payout shall be a lump-sum payment in an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.7 above on that amount, determined at the time that the Short-Term Payout becomes payable (rather than the date of a Separation from Service). Subject to the terms and conditions of the Plan, each Short-Term Payout elected shall be paid out as soon as administratively practicable within the Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three but no more than ten Plan Years after the Plan Year in which the Annual Deferral Amount is actually deferred.
|
4.2
|
Other Benefits Take Precedence Over Short Term Payout
. Should an event occur that triggers a benefit payment under Article 5 or Article 6, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short Term Payout election under Section 4.1 but not in pay status as of the date of the Participant’s Separation from Service or death, shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article.
|
5.1
|
Distributions
. Subject to Article 8 below, a Participant shall be entitled to a distribution of the vested interest of his or her Account Balance following Separation from Service. Such amount will be paid in a lump-sum cash payment as soon as administratively practicable during the Plan Year immediately following the Plan Year in which such Separation from Service occurs, unless the Participant has elected on an Election Form, within the time and manner prescribed by Section 3.2, to receive either (i) a lump-sum cash payment as soon as administratively practicable during the second Plan Year following the Plan Year in which the Separation from Service occurs, or (ii) installment payments in accordance with Section 5.2. Notwithstanding the foregoing, for all Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013, any election as to the time and form of payment previously made by the Participant under the Amgen Inc. Supplemental Retirement Plan (“SRP”) shall also apply to such Annual Company Contribution
|
5.2
|
Installment Payments
. In lieu of the lump-sum payment described in Section 5.1, a Participant may elect on an Election Form to have the designated vested portion of his or her Account Balance paid under the Annual Installment Method following Separation from Service for up to a ten-year period. Payments under the Annual Installment Method will commence as soon as administratively practicable during the Plan Year immediately following the Plan Year in which the Participant experiences a Separation from Service, and will end in the Plan Year specified in the Election Form. However, if the Participant’s aggregate balance under all Account Balance Plans is $100,000 or less upon his or her Separation from Service, the Participant’s election to receive payments under the Annual Installment Method shall be disregarded and the portion of the Participant’s Account Balance that is subject to the election will be paid to the Participant as a lump sum as soon as administratively practicable during the Plan Year immediately following the Plan Year in which the Participant experiences a Separation from Service. Notwithstanding the foregoing, for Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings), the time and form of payment of such amounts shall be governed by Section 5.1.
|
5.3
|
Distribution Election Changes
. With respect to each distribution election (or deemed election) made pursuant to this Article 5, a Participant may extend the payment date and/or change the form of payment initially designated (or subsequently designated under this Section 5.3), provided that: (i) the new distribution election shall have no effect until at least 12 months after the date on which such election is made (e.g., must be made at least 12 months before the Participant’s Separation from Service), (ii) the payment date must be at least five years after the previously designated payment date and must involve completion of all payments not later than the end of the Plan Year that includes the twenty-year anniversary of the Participant’s Separation from Service, and (iii) the election must be made at least 12 months prior to the previously designated payment date. The “previously designated payment date” in the preceding sentence shall be January 1 of the Plan Year in which the payment was scheduled to occur (based on the last election in effect), which shall include only the first payment under the Annual Installment Method. Any election change made hereunder with respect to Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings) may be independent of any election as to the time and form of payment made by the Participant under the SRP.
|
6.1
|
Survivor Benefits
. If a Participant dies before his or her Account Balance has been distributed in full, the Participant’s Beneficiary shall receive a survivor benefit equal to the Participant’s Account Balance, payable in accordance with the following provisions of this Article 6.
|
6.2
|
Death Before Commencement of Benefits
. Subject to Section 6.3, a Participant shall elect on an Election Form whether any amounts payable to a Beneficiary under the Plan shall be received by his or her Beneficiary in a lump sum or pursuant to the Annual Installment Method for up to a ten-year period. Notwithstanding the foregoing, for all Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013, any election as to the time and form of payment previously made by the Participant under the SRP upon the death of a Participant before the commencement of benefits shall also apply to such Annual Company Contribution Amounts (and related earnings) under the Plan (to the extent made for services performed after the election). If a Participant does not have a previous election in effect under the SRP, any Annual Company Contribution Amount credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings) shall be distributed upon the death of a Participant before the commencement of benefits in a lump-sum cash payment. The provisions of the Plan in effect prior to October 16, 2013 with respect to the time and form of payment upon the death of a Participant before the commencement of benefits shall apply with respect to all Annual Company Contribution Amounts credited to a Participant with respect to services performed prior to October 16, 2013 (and related earnings). Notwithstanding anything herein to the contrary, if the Participant’s aggregate balance under all Account Balance Plans is $100,000 or less upon his or her death, the Participant’s election to have payments made under the Annual Installment Method shall be disregarded and the portion of the Participant’s Account Balance that is subject to the election will be paid to the Beneficiary as a lump sum. If a Participant does not make any election with respect to the payment of his or her Account Balance, then such Account Balance shall be paid to the Beneficiary in a lump sum. Any lump-sum payment made pursuant to this Section 6.2 or Section 6.4 shall be made, or installment payments shall commence, within 60 days of the Participant’s death.
|
6.3
|
Death After Commencement of Benefits
. If a Participant dies after installment payments have commenced but before his or her Account Balance is paid in full, the Participant’s remaining installment payments shall continue and shall be paid to the Participant’s Beneficiary over the remaining number of years and in the same amounts as payments would have been made to the Participant had the Participant survived.
|
6.4
|
Distribution Election Changes
. With respect to each distribution election (or deemed election) made pursuant to this Article 6, a Participant may change the form of payment initially designated (or subsequently designated under this Section 6.4), provided that: (i) the new distribution election shall have no effect until at least 12 months after the date on which such election is made (e.g., must be made at least 12 months before the Participant’s Separation from Service), (ii) the payment date must involve completion of all payments not later than the end of the Plan Year that includes the ten-year anniversary of the Participant’s death, and (iii) the election must be made at least 12 months prior to the previously designated payment date. The “previously designated payment date” in the preceding sentence shall be January 1 of the Plan Year in which the payment was scheduled to occur (based on the last election in effect), which shall include only the first payment under the Annual Installment Method. Any election change made hereunder with respect to Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings) may be independent of any election as to the time and form of payment made by the Participant under the SRP.
|
6.5
|
Beneficiary
. Each Participant shall have the right, at any time, to designate his Beneficiary (both primary and contingent) to receive any benefits payable under the Plan upon the death of the Participant. The Beneficiary designated under this Plan may be the same or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.
|
6.6
|
Beneficiary Designation Change/Spousal Consent
. A Participant shall designate his or her Beneficiary by completing and submitting the Beneficiary Designation Form to the Committee. A Participant shall have the right to change a Beneficiary designation by submitting a new Beneficiary Designation Form in accordance with this Section 6.6 and with the Committee’s rules and procedures, as in effect from time to time. A Participant may
name someone other than his or her spouse as a Beneficiary only if a spousal consent, in the form designated by the Committee, is signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. Notwithstanding anything in this Section or the Plan to the contrary, a Participant’s designation of a spouse as a Beneficiary shall automatically be cancelled and revoked on the date a Participant’s divorce from that spouse becomes final.
|
6.7
|
Acknowledgment
. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.
|
6.8
|
No Beneficiary Designation
. If a Participant fails to designate a Beneficiary as provided in Sections 6.5, 6.6, and 6.7 above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be the first of the following classes in which there is a survivor: (i) his or her surviving Spouse; (ii) his or her children, except if any of the children predecease the Participant but leave surviving issue, then such issue will take by right of representation the share the parent would have taken if living; and (iii) his or her estate.
|
6.9
|
Discharge of Obligations
. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that the Participant’s Plan Agreement shall terminate upon such full payment of benefits. Notwithstanding anything in the Plan to the contrary, if payment of a Participant’s benefits under this Plan is made to any person in excess of the amount which is due and payable under the Plan for any reason (including, without limitation, the continuation of payments after the death of a Participant or Beneficiary entitled to them), the Committee shall have full authority, in its sole and absolute discretion, to reduce future benefits payable under the Plan (including amounts payable to a surviving Spouse) to reflect the value of the excess payment.
|
7.1
|
Disability Waiver.
|
(a)
|
Waiver of Deferral
. A Participant who is determined by the Committee to be suffering from a Disability shall have no further deferrals of the Annual Deferral Amount that would otherwise have been withheld from a Participant’s Annual Base Salary or Annual Bonus for the Plan Year during which the Participant first suffers a Disability. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of this Plan. Any cancellation of the Participant’s Annual Deferral Amount pursuant to this Section 7.1(a) shall occur by the later of the end of the Plan Year or the 15th day of the third month following the date the Participant incurs a Disability.
|
(b)
|
Return to Work
. If a Participant returns to employment with an Employer after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2, above.
|
8.1
|
Generally
. Except as otherwise provided, any and all distributions pursuant to Articles 4 through 6 shall be subject to the terms and conditions of this Article 8.
|
8.2
|
Six-Month Delayed Payment
. If, at the time of the Participant’s Separation from Service, the Participant is a “specified employee” (within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(i)), the Employer will not pay or provide any “Specified Benefits” (as defined herein) during the six-month period beginning with the date of the Participant’s Separation from Service (the “409A Suspension Period”). In the event of a Participant’s death, however, the Specified Benefits shall be paid to the Participant’s Beneficiary without regard to the 409A Suspension Period. For purposes of this Plan, “Specified Benefits” are any amounts of the Participant’s Account Balance that would be subject to Section 409A additional taxes if the Employer were to pay them, pursuant to this Plan, on account of the Participant’s Separation from Service. During the 409A Suspension Period, the Account Balance will continue to be credited or debited in accordance with Section 3.7(a) above until the Account Balance is distributed. Within 14 calendar days after the end of the 409A Suspension Period, the Participant shall be paid a lump-sum payment in cash equal to any Specified Benefits delayed during the 409A Suspension Period.
|
8.3
|
Accelerated Distributions
. Distributions may not be accelerated, except as provided in this Section 8.3 and Article 10. Distributions may be accelerated under the following circumstances:
|
(a)
|
A Participant who has elected to receive any Annual Deferrals under the Annual Installment Method subsequently elects to change from installments to a lump-sum distribution, provided the change in the distribution election satisfies the requirements set forth in Sections 5.3 or 6.4 above.
|
(b)
|
A Participant becomes liable for FICA taxes with respect to any portion of the Participant’s Account Balance, provided that if an accelerated distribution is made pursuant to this paragraph, the amount distributed shall not exceed the aggregate of the FICA taxes imposed on the Participant’s Account Balance plus any income tax withholding required for the FICA withholdings.
|
(c)
|
The Plan fails to meet the requirements of Code Section 409A with respect to a Participant, provided that if an accelerated distribution is made pursuant to this paragraph, the amount that shall be distributed shall not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.
|
8.4
|
Delayed Distributions
. Except as provided in Sections 5.3, 6.4, 8.2, and this Section 8.4, payments may not be delayed. Distributions may be delayed under the following circumstances:
|
(a)
|
If the Company reasonably anticipates that the Employer’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treasury Regulation Section 1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited or debited with additional amounts in accordance with Section 3.7. The delayed amounts (as adjusted for any amounts credited or debited thereon) shall be distributed to the Participant (or his Beneficiary in the event of the Participant’s death) at the earliest date the Company reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).
|
(b)
|
The Committee may delay payment if it reasonably anticipates that making the payment would violate federal securities laws or other applicable law, provided the Committee treats all payments to similarly situated Participants on a reasonably consistent basis and the payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such a violation.
|
8.5
|
Withdrawal /Cancellation of Deferrals for Unforeseeable Financial Emergencies
. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant’s then vested Account Balance or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a payout is approved, any payout shall be made within 60 days of the date of such approval. In addition, if the petition for payout is approved, or if the Participant receives a hardship distribution from the 401(k) Plan, the Participant’s deferrals for the remainder of the Plan Year shall be cancelled effective as of the date of such hardship distribution or approval. Any deferral for a subsequent Plan Year must be made in accordance with Section 3.2.
|
8.6
|
Withholding of Employment Taxes Upon Distribution
. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust, respectively (whichever is making the payment). The Participant’s Employer, or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan any garnishment of wages in amounts and in a manner to be determined by the sole discretion of the Employer(s) and the trustee of the Trust, respectively (whichever is making the payment). Except to the extent specifically provided within this Plan or any separate written agreement between a Participant and the Employer, a Participant shall be solely responsible for the satisfaction of any taxes with respect to the benefits payable to the Participant under this Plan (including, but not limited to, employment taxes imposed on employees and additional taxes on nonqualified deferred compensation). Although the Company intends and expects that the Plan and its payments and benefits will not give rise to taxes imposed under Section 409A of the Code, neither the Company nor any other Employer, nor its employees, directors, or agents shall have any obligation to mitigate or to hold any Participant harmless from any or all of such taxes.
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9.1
|
Paid Leave of Absence
. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, the Participant shall continue to be considered eligible for the benefits provided under the Plan, and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Article 3.
|
9.2
|
Unpaid Leave of Absence
. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, the Participant shall continue to be considered employed by the Employer, and deferrals shall not be made, in the absence of compensation. Upon such expiration of the unpaid leave and resumption of entitlement to compensation, deferrals shall resume for the remaining portion of the Plan Year in which the return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.
|
10.1
|
Termination
. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, by action of its Board of Directors or the Committee, the Company reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan at any time in accordance with one of the following circumstances set forth in subsections (a) through (c) below and in Treasury Regulation Section 1.409A-3(j)(4)(ix):
|
(a)
|
The Company may terminate the Plan if the termination and liquidation is not proximate to a downturn in the Company’s financial health and:
|
(i)
|
The Plan and all other plans maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) are irrevocably terminated;
|
(ii)
|
No payments other than payments that would otherwise be payable under the terms of the Plan are made within 12 months following the date the Company takes all necessary actions to terminate and liquidate the Plan;
|
(iii)
|
Except with respect to the Participants who became entitled to benefits under the terms of the Plan and any other plan maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) within the first 12 months following the date such plans are irrevocably terminated, all payments to the Participants due under the terms of such plans must be made between the first day of the 13th month and the last day of the 24th month following the date such plans terminated; and
|
(iv)
|
The Company does not adopt a plan that would be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c) within three years following the date the Plan is terminated.
|
(b)
|
The Company terminates and liquidates the Plan pursuant to irrevocable action taken within 30 days preceding or 12 months following a “change in control event” (defined below), provided that the Plan and all other plans maintained by the Company that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) are terminated on the same date with respect to each participant in such plans that experienced the “change in control event,” and all such participants receive all benefits payable under such plans within 12 months following the termination date. For purposes of this Section 10.1(b), “change in control event” shall have the meaning set forth in Treasury Regulation Section 1.409A-3(i)(5).
|
(c)
|
The Company terminates and liquidates the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that all benefits payable under the Plan are distributed to Participants during the earlier of (i) the taxable year in which the amount is actually or constructively received, or (ii) the latest of the calendar year in which (a) the Plan is terminated and liquidated; (b) the benefits are no longer subject to a substantial risk of forfeiture; or (c) the payment first becomes administratively practicable.
|
10.2
|
Amendment
. The Company may, at any time, amend or modify the Plan in whole or in part by the action of the Committee; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Separation from Service as of the effective date of the amendment or modification, (ii) no adverse amendment or modification shall be effective upon or after a Change of Control without the prior written consent of a majority of the Participants, and (iii) no amendment or modification of this Section 10.2 or Section 11.2 of the Plan shall be effective. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to benefits under the terms of the Plan as of the date of the amendment or modification.
|
10.3
|
Effect of Payment
. The full payment of the applicable benefit under Articles 4, 5, or 6 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate.
|
11.1
|
Committee Duties
. Except as otherwise provided in this Article 11, this Plan shall be administered by the Committee, or such other committee or delegates as the Committee shall appoint (including the Claims Reviewer and Appeals Reviewer with respect to benefits claims). The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate laws, rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant, the Company or any Employer.
|
11.2
|
Administration Upon Change of Control
. For purposes of this Plan, the Company, acting through the Committee, shall be the “Administrator” at all times prior to the occurrence of a Change of Control. Upon and after the occurrence of a Change of Control, the “Administrator” shall be an independent third party selected by the Trustee and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change of Control, the Administrator shall have no power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change of Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) pursuant to Section 11.5, indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) pursuant to Section 11.6, supply full and timely information to the Administrator or all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the retirement, Disability, death or Separation from Service of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change of Control, the Administrator may be terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO. Upon and after a Change of Control, the Administrator may not be terminated by the Company.
|
11.3
|
Agents
. In the administration of this Plan, the Committee and the Administrator may, from time to time, employ agents and delegate to them such of their respective administrative duties as they see fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer. The Claims Reviewer and Appeals Reviewer shall be considered delegates of the Committee with respect to benefit claims.
|
11.4
|
Binding Effect of Decisions
. The decisions or actions of the Committee, the Administrator and/or their respective delegates, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
|
11.5
|
Indemnity of Committee
. All Employers shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.
|
11.6
|
Employer Information
. To enable the Committee and Administrator to perform their respective functions, the Company and each Employer shall supply full and timely information to the Committee or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Disability, death or Separation from Service of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.
|
12.1
|
Coordination with Other Benefits
. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.
|
13.1
|
Presentation of Claim
. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the person or persons (“Claims Reviewer”) to whom the responsibility to adjudicate claims under the Plan has been delegated by the Senior Vice President, Human Resources of Amgen Inc.
(as delegate of the Committee) a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. All claims must be made within 180 days of the date on which the event that caused the claim to arise occurred, including, without limitation, the receipt of a benefit statement that is labeled as a final determination (or labeled in terms substantially similar) of the Claimant’s benefits as of a certain date or states a claim for benefits may be filed within 180 days. The claim must state with particularity the determination desired by the Claimant.
|
13.2
|
Notification of Decision
. The Committee shall consider a Claimant’s claim, and shall notify the Claimant in writing. Such notice shall be given to the Claimant within 90 days after the Claims Reviewer receives the application, unless special circumstances require an extension of time for processing the application. In no event shall such an extension exceed a period of 90 days from the end of the initial 90 day period. If such an extension is required, written notice thereof shall be furnished to the Claimant before the end of the initial 90 day period. Such notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Reviewer expects to render a decision. If notice is not given to the Claimant within the period prescribed by this Section 13.2, the application shall be deemed to have been denied for purposes of Section 13.2 upon the expiration of such period. The notice to the Claimant shall state:
|
(a)
|
that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
|
(b)
|
that the Claims Reviewer has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
|
(i)
|
the specific reason(s) for the denial of the claim, or any part of it;
|
(ii)
|
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
|
(iii)
|
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and
|
(iv)
|
an explanation of the claim review procedure set forth in Section 13.3 below, including the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.
|
13.3
|
Review of a Denied Claim
. Within 90 days after receiving a notice from the Claims Reviewer that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Senior Vice President, Human Resources of Amgen Inc. (“Appeals Reviewer”) a written request for a review of the denial of the claim. In addition, the Claimant (or the Claimant’s duly authorized representative):
|
(a)
|
may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim;
|
(b)
|
may submit written comments or other documents; and/or
|
(c)
|
may request a hearing, which the Appeals Reviewer, in its sole discretion, may grant.
|
13.4
|
Decision on Review
. The Appeals Reviewer shall render its decision on review promptly, using an abuse of discretion standard of review, and shall render its decision not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Appeals Reviewer’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:
|
(a)
|
specific reasons for the decision;
|
(b)
|
specific reference(s) to the pertinent Plan provisions upon which the decision was based;
|
(c)
|
a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim; and
|
(d)
|
a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
13.5
|
Legal Action
. A Claimant’s compliance with the foregoing provisions of this Article 13 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits
|
14.1
|
Establishment of the Trust
. The Company may establish the Trust, and each Employer may transfer over to the Trust such assets as the Employer determines, in its sole discretion, to provide for its respective future liabilities created with respect to the Annual Deferral Amounts and Annual Company Contribution Amounts, for such Employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ Account Balances for all periods prior to the transfer, taking into consideration the value of the assets in the Trust at the time of the transfer.
|
14.2
|
Interrelationship of the Plan and the Trust
. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the other creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.
|
14.3
|
Distributions From the Trust
. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.
|
14.4
|
Investment of Trust Assets
. The Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement.
|
15.1
|
Status of Plan
. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. The Plan is an unfunded, nontax-qualified, individual account, profit sharing plan. Plan benefits shall only accrue immediately before they are paid and may be paid directly by the applicable Employer. By electing to contribute to this Plan, each Participant acknowledges that this Plan is subject to ERISA but exempted from all of ERISA’s substantive requirements because it is a “top-hat plan,” acknowledges that the Company would not have implemented or continued this Plan but for its good-
|
15.2
|
Unsecured General Creditor
. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, the Employer’s assets shall be, and remain, neither pledged nor restricted under or as a result of this Plan. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
|
15.3
|
Employer’s Liability
. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.
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15.4
|
Nonassignability
. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
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15.5
|
Not a Contract of Employment
. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except to the extent expressly provided in a written employment agreement, if any. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of any Employer to discipline or discharge the Participant at any time.
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15.6
|
Furnishing Information
. A Participant or his or her Beneficiary, as a condition to entitlement to benefits hereunder, shall cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.
|
15.7
|
Terms
. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
|
15.8
|
Captions
. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
|
15.9
|
Governing Law
. Subject to ERISA and the Code, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.
|
15.10
|
Notice
. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below, except where such documents are required to be submitted on line:
|
15.11
|
Successors
. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.
|
15.12
|
Spouse’s Interest
. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
|
15.13
|
Validity
. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
|
15.14
|
Incompetent
. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
|
15.15
|
Insurance
. The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participants, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participants shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.
|
15.16
|
Legal Fees To Enforce Rights After Change of Control
. The Company and each Employer is aware that upon the occurrence of a Change of Control, the Board or the board of directors of a Participant’s Employer (which might then be composed of new members) or a shareholder of the
|
1.
|
Those management-level Employees at Job Level 7 or higher.
|
2.
|
Those management-level Employees at Job Level 6 who, prior to the implementation of the Global Career Framework, were participating in the Plan.
|
l
|
YOU MAY NOT MAKE ANY CHANGES TO THIS AGREEMENT WITHOUT PRIOR DISCUSSION WITH THE COMPANY.
|
|
|
l
|
YOU WILL HAVE TWENTY-ONE (21) DAYS AFTER YOU RECEIVE THIS AGREEMENT TO SIGN IT, AND SEVEN (7) DAYS TO REVOKE IT, BUT IF YOU REVOKE IT YOU WILL NOT RECEIVE THE BENEFITS DESCRIBED.
|
|
AGREEMENT AND GENERAL RELEASE OF CLAIMS
|
|
1.
|
BENEFITS
|
1.1
|
Irrespective of whether this Agreement becomes effective, Employee will receive the following benefits to which he is entitled as an executive employed by the Company as of December 31, 2013:
|
1.1.1
|
EIP Bonus for 2013
:
If the Company pays awards to active Company executives for performance in 2013 under the Executive Incentive Plan (“EIP”), Employee shall be eligible to receive an EIP award for performance during that plan year equal to the product of (a) Employee’s eligible earnings in 2013 (as determined in the sole discretion of the EIP administrator); and (b) Employee’s target bonus percentage of ninety percent (90%); and (c) the Company’s performance against established goals for 2013. If the EIP calculation just described results in an EIP award being owed to Employee, and if approved by the Compensation and Management Development Committee of the Amgen Board of Directors, the EIP award shall be paid at the same time as EIP payments for 2013 are made to other executives. Employee further acknowledges and agrees that Employee shall not be entitled to participate in the EIP with respect to any plan year not set forth in this Subparagraph.
|
1.1.2
|
Performance Award Program
: Employee is eligible to participate in the Company’s Performance Award Program (the “Program”) for the 2011-2013 performance cycle pursuant to the terms of the Program and Employee’s performance unit agreement. Employee acknowledges that any award to be made to Employee under the Program
|
1.2
|
Continued Employment
: If Employee signs and does not revoke this Agreement, Amgen agrees to employ Employee from the Effective Date through the Termination Date. During this period of continued employment, Employee will no longer be Chief Financial Officer of the Company but shall serve in a non-executive capacity with the title of “Executive Vice President” reporting to the Company’s Chief Executive Officer and shall: (a) be permitted to pursue a job search; (b) perform such duties as may be assigned to Employee by the Company’s Chief Executive Officer; and (c) continue to receive the same salary and be eligible for the same benefits that Employee received and was eligible for as of the Effective Date. On Employee’s Termination Date, Amgen shall pay Employee all monies due for all earned but unpaid wages through the Termination Date and all earned, but unused vacation days Employee accrued through the Termination Date, as required by law. Employee shall not be eligible for any bonus or equity awards for services performed in 2014.
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1.2.1
|
Vesting of Prior Equity Awards
: If Employee remains employed through the Termination Date, Equity awards previously granted to Employee shall vest in accordance with their terms through the Termination Date. Employee acknowledges that Employee’s right to the vesting of any equity awards that have not vested according to their terms prior to the Termination Date shall end and all such remaining awards shall be cancelled.
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1.3
|
If Employee timely signs this Agreement and the Re-Execution Agreement attached as Appendix B and does not revoke those agreements, Employee will receive the benefits set forth below:
|
1.3.1
|
Cash Severance Payment
: Amgen will pay Employee a cash severance payment in the gross amount set forth in the Statement of Benefits, less withholdings as required or permitted by law. This payment will be made within thirty (30) days, or as soon as administratively practicable, after the Re-Execution Agreement’s Effective Date (as defined in the attached Re-Execution Agreement). In no event will the payment due hereunder be made later than March 15th of the calendar year after the year in which Employee terminates employment. Amgen will send this cash severance payment to
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1.3.2
|
Cash Payment for Unvested Equity Grant in October 2010
:
In consideration of (a) proportional service during the vesting period, (b) services prior to the Termination date, including transitioning Employee’s responsibilities, and (c) the covenants and undertakings contained in this Agreement and Employee’s reaffirmation of his obligations under the Proprietary Information and Inventions Agreement (“PIIA”), Employee will receive a cash payment equal to the pro-rated value of the currently unvested 25,000 restricted stock units and unvested 43,750 stock options of the new-hire equity grant made to the Employee in October 2010 calculated by using the number of full months between the October 2010 grant and the Termination Date as the numerator (determined by using the date of the actual termination of Employee’s employment), a denominator of forty-eight (48) months, and an Amgen share price of $113.00 for each of the restricted stock units and the difference between an Amgen share price of $113.00 less the stock option exercise price of $57.27 for each stock option. Employee’s right to the payment specified in this Paragraph 1.3.2 is contingent on (i) Employee’s execution and non-revocation of this Agreement and the Re-Execution Agreement, and (ii) Employee’s continued compliance with Employee’s obligations under this Agreement and the PIIA. This payment, less withholdings as required or permitted by law, will be made within thirty (30) days, or as soon as administratively practical, after the Effective Date of the Re-Execution Agreement. In no event will the payment due under this Paragraph 1.3.2 be made later than March 15th of the calendar year after the year in which Employee terminates employment. Amgen will send this payment to Employee’s last home address on file in Amgen’s records.
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1.3.3
|
COBRA
: If Employee and/or Employee’s eligible dependents timely elect Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage under Amgen’s group health plan(s), Amgen will pay the cost of such COBRA coverage for each person who is eligible and who timely elects to receive such coverage from the Termination Date until the earliest of (a) the number of months set forth in the Statement of Benefits; (b) the date on which the covered person no longer qualifies for COBRA coverage; (c) the date on which the covered person is eligible for group health plan coverage offered by a subsequent employer of Employee or the employer of Employee’s spouse or domestic partner; or (d) in the case of Employee’s eligible dependents, the date on which such dependents cease to be eligible dependents under the terms of Amgen’s group health plan(s). Employee represents and warrants that Employee currently is not eligible for another employer’s, spouse’s or domestic partner’s health plan. Employee further agrees that if Employee becomes eligible for a subsequent employer’s, spouse’s or domestic partner’s health plan while Employee or any dependent is receiving Company-paid COBRA coverage, Employee will notify Amgen’s COBRA administrator of the date Employee becomes eligible for the subsequent plan within thirty (30) days of the date Employee learns of such eligibility.
|
1.3.4
|
Outplacement Services
: Amgen will pay the fees for outplacement services with a provider selected by Amgen. Employee must commence such services within thirty
|
2.
|
COMPLETE RELEASE
|
2.1
|
Release
: In exchange for the consideration set forth in this Agreement, the adequacy of which Employee acknowledges, Employee irrevocably and unconditionally releases all the claims described below that Employee may have against the following persons or entities (the “Releasees”): Amgen; all of Amgen’s subsidiaries, related or affiliated companies; all of Amgen’s and its subsidiaries’ and related or affiliated companies’ predecessors and successors; and, with respect to each such entity, all of its past and present employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit plans and programs (and the trustees, administrators, fiduciaries and insurers of such plans and programs) and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Subparagraph.
|
2.2
|
Claims Released
: Except as provided in Paragraph 2.4 of this Agreement, Employee releases (i.e., gives up) all known and unknown claims that Employee presently has against the Releasees. The claims released include all claims, promises, offers, debts, causes of action or similar rights of any type or nature Employee has or had against Releasees, including but not limited to those that in any way relate to: (a) Employee’s employment with the Company or the termination of Employee’s employment; (b) any claims for any type of compensation or benefits payable under any employee benefit, Company stock, compensatory or severance-related plan, arrangement or agreement; (c) any claims to attorneys’ fees; (d) any claims arising out of or relating to Amgen’s loan program, including without limitation, any loan agreement or promissory note facilitated by the Company and/or reflecting any monetary amount that Employee owes to the Company (“Amgen Note”) and any origination and servicing activities related thereto; and (e) any other claims or demands Employee may have on any basis against the Releasees. The claims released, for example, may have arisen under any of the following statutes or common law doctrines:
|
2.2.1
|
Anti-Discrimination Statutes
, such as Title VII of the Civil Rights Act of 1964; § 1981 of the Civil Rights Act of 1866 and Executive Order 11246; the Equal Pay Act; the Americans With Disabilities Act and § 503 and § 504 of the Rehabilitation Act of 1973; the Genetic Information Nondiscrimination Act of 2008; the California Fair Employment and Housing Act; the West Virginia Human Rights Act; and any other federal, state or local law or regulation prohibiting retaliation or discrimination on the basis of race, color, national origin, religion, gender, disability, age, marital status, sexual orientation, gender identity, genetic information or any other protected characteristic.
|
2.2.2
|
Other Federal and State Statutes
, such as the following federal statutes and their state and local counterparts: the Worker Adjustment and Retraining Notification Act and its equivalent under California law (California Labor Code §§ 1400,
et seq.
); the Family and Medical Leave Act of 1993 and the California Family Rights Act; the False Claims Act; the New Jersey Conscientious Employee Protection Act; the Fair Credit Reporting Act; the Uniform Services Employment and Reemployment Rights Act; the Occupational Safety and Health Act; and the Employee Retirement Income Security Act of 1974 (“ERISA”), including any claims on behalf of an ERISA plan.
|
2.2.3
|
Other Laws
, such as laws restricting an employer’s right to terminate employees or otherwise regulating employment; enforcing express or implied employment contracts, or requiring an employer to deal with employees fairly or in good faith; California Labor Code §§ 200,
et seq
., or any other state statute or regulation that lawfully can be released relating to salary, commission, compensation, benefits and other matters; California Business & Professions Code §§ 17200,
et seq
., or any other state statute or regulation relating to unfair competition; California Private Attorneys General Act, California Labor Code § 2699, or any other state statute or regulation relating to the private enforcement of state labor codes; any applicable California Industrial Welfare Commission Order; any applicable federal, state or local statute or regulation relating to consumer financial services; and any other federal, state or local laws, whether based on statute, regulation or common law, providing recourse for alleged wrongful discharge, physical or personal injury, emotional distress, fraud, unfair competition, negligent misrepresentation, libel, slander, defamation and similar or related claims.
|
2.2.4
|
Age Discrimination in Employment Act
:
|
2.2.4.1
|
Employee acknowledges and agrees that by signing this Agreement, in addition to the matters discussed above, Employee is waiving and releasing any and all claims or rights Employee may have under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), that this waiver and release is knowing and voluntary, and that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled as an employee of the Company.
|
2.2.4.2
|
Employee acknowledges and understands that Employee is advised that: (a) Employee should consult with an attorney (at Employee’s own expense) prior to executing this Agreement (Employee understands that whether Employee consults an attorney or not is Employee’s decision); (b) this Agreement does not waive or release any rights or claims Employee may have under the ADEA that may arise after Employee executes this Agreement; and (c) (i) Employee has at least twenty-one (21) days in which to consider this Agreement; (ii) Employee has seven (7) days following execution of this Agreement to revoke this Agreement (to be effective, any revocation must be received in writing by the Company by 12:00 a.m. Pacific Standard Time on the eighth day); and (iii) this Agreement shall not be effective until the revocation period has expired.
|
2.3
|
Known and Unknown Claims; Suspected and Unsuspected Claims
: This Agreement covers both claims that Employee knows about or suspects, as well as those Employee does not know about or suspect. Employee expressly waives all rights afforded by any statute that limits the effect of a release with respect to unknown and unsuspected claims, including § 1542 of the Civil Code of the State of California, and any other similar state laws, which states as follows:
|
2.4
|
Claims Not Released
: This Agreement does not release: (a) claims for vested benefits under the Amgen Retirement and Savings Plan, the Amgen Nonqualified Deferred Compensation Plan or the Amgen Inc. Supplemental Retirement Plan, that are unpaid as of the Termination Date; (b) Employee’s ability to seek reimbursement for Eligible Medical Expenses (as defined in the Retiree Medical Savings Account Plan (“RMSA”)) from benefit amounts vested under the RMSA, if applicable; (c) Employee’s claims for payment of earned and unpaid wages due on Employee’s final paycheck (if any) or reimbursement of business expenses owed to Employee pursuant to California Labor Code § 2802 or the equivalent law in the relevant jurisdiction; (d) any of Employee’s rights pursuant to the terms of any grant agreements in connection with the grants of stock options, restricted stock, restricted stock units or performance units made to Employee by the Company under a Company stock plan; (e) Employee’s right, if any, to claim government-provided unemployment benefits or workers compensation benefits; (f) Employee’s right to enforce this Agreement; (g) any other claim or legal right that as a matter of law cannot be released or abridged by private agreement between the Company and Employee; (h)any rights or claims to indemnification or limitation of liability protections Employee may have under the certificate of incorporation, bylaws or other governance documents of the Company or any other corporation, partnership, joint venture, trust or other enterprise the Employee may have served as a director, officer, employee, trustee or agent; and (i) any rights or claims Employee may have under officer and director insurance policies or other insurance policies of the Company or any other corporation, partnership, joint venture, trust or other enterprise the Employee may have served as a director, officer, employee, trustee or agent.
|
2.5
|
Ownership of Claims
: Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, all or any part of any claim released by this Agreement.
|
3.
|
EMPLOYEE’S PROMISES
|
3.1
|
Employee’s Representations
:
|
3.1.1
|
Employee represents and warrants that Employee has not breached and will not breach any portion of the PIIA or any similar agreements that Employee may have executed at the Company or any of its predecessors. Employee further acknowledges that the PIIA remains in full force and effect and contains obligations surviving the termination of Employee’s employment. Employee hereby reaffirms Employee’s understanding of those surviving obligations.
|
3.1.2
|
Employee represents and warrants that, with the exception of any pending claims for Workers’ Compensation benefits that have been submitted in writing to the Company prior to the Company issuing notice to Employee of Employee’s termination, Employee has not suffered any job-related injury for which Employee might be entitled to compensation or relief.
|
3.1.3
|
Employee represents and warrants that, under the Family and Medical Leave Act of 1993, as amended, and/or any state or local counterpart (collectively, “FMLA”), Employee (a) has received all leave required and currently does not, and in the past did not, have any claim for denial of any such leave, and (b) does not claim that the Company violated or denied Employee rights under the FMLA or retaliated against Employee in any way for exercising rights under the FMLA.
|
3.1.4
|
Employee represents and warrants that, except as set forth in this Agreement, Employee has received all benefits and other payments from the Company to which Employee is or would be entitled and that the Company has no additional outstanding obligations to Employee other than those expressly set forth in this Agreement.
|
3.1.5
|
Employee represents and warrants that Employee is not aware of any facts that would establish, tend to establish or in any way support an allegation that any Releasee has engaged in conduct that Employee believes could violate: (1) any provision of federal law relating to fraud (including but not limited to the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and/or any state or local counterpart); (2) the Securities Exchange Act of 1934 or any rule or regulation of the Securities and Exchange Commission; (3) the federal False Claims Act and/or any state or local or municipal qui tam counterpart (which prohibit the presentation by the Company or any affiliate of false claims and statements or the creation of false records or statements in order to obtain payment of federal, state, county or municipal funds, or to avoid refunds of such government funds); and (4) any other federal, state or local law.
|
3.1.6
|
Employee represents that Employee will return to the Company on or before the Termination Date all Company property (physical or electronic) in reasonable condition, including but not limited to all files, memoranda, documents, records, copies of the foregoing, automobiles, credit cards, keys, badges, business cards, library books, key fobs, computers, laptops, removable media or other portable storage devices (e.g., USB drives), cell phones, telephones, pagers and personal digital assistants (PDAs) in Employee’s custody or control; and that Employee has not compromised, corrupted, misappropriated, damaged or inappropriately shared, uploaded or downloaded data belonging or relating to the Company’s computer systems or its business. Employee further represents that (a) Employee will pay any outstanding balance on Employee’s Company-provided credit or debit card prior to the Termination Date and, if such balance is not paid by the Termination Date, the Company may deduct any monies owed from the Cash Severance Payment set forth in Subparagraph 1.3.1; and (b) all requests for reimbursement of business expenses covered by California Labor Code § 2802 will be submitted in accordance with Company policy prior to the Termination Date.
|
3.2
|
No Pursuit of Released Claims
: Employee promises never to file, prosecute, or join a lawsuit or other complaint or charge asserting claims that are released by this Agreement, including claims brought on behalf of Employee in a class, collective or representative action. If Employee has filed, submitted or caused to be filed or submitted any such charge, claim or complaint, Employee has, on or before the date when Employee signs this Agreement, submitted a written request to the court or agency requesting the dismissal or withdrawal of
|
3.3
|
Assignment of Qui Tam Proceeds
: In order to ensure that Employee has complied with his or her obligations under this Agreement, and to the fullest extent permitted by law, Employee irrevocably assigns to the federal government, or relevant state or local government, any right Employee may have to any proceeds, bounties or awards in connection with any claims filed by or on behalf of the government under any laws, including but not limited to, the False Claims Act and/or the Dodd-Frank Act (and/or any state or local counterparts of these federal statutes or any other federal, state or local qui tam or “bounty” statute) against the Releasees. Employee also represents and promises that Employee will deliver any such proceeds, bounties or awards to the United States government (or other governmental unit entitled by reason of the assignment to have them).
|
3.4
|
No Future Employment
: Employee understands that Employee’s employment with the Company will terminate as of the Termination Date, and Employee promises never to seek employment with the Company in the future (including but not limited to employment as an employee or engagement as a consultant, temporary employee or contractor).
|
3.5
|
References/Inquiries
: Employee will direct all third-party inquiries regarding Employee’s employment to “The Work Number” at 1-800-367-5690. Employee understands that The Work Number shares the following information about Employee: the dates of Employee’s employment at the Company and the last position Employee held as a Company employee.
|
3.6
|
Employee Not to Harm the Company
: Employee agrees not to criticize, denigrate or otherwise disparage the Company, any other Releasee, or any of the Company’s products, processes, experiments, policies, practices, standards of business conduct or areas or techniques of research; provided, however, that nothing in this Agreement will prohibit Employee from (a) complying with any valid subpoena or court order in accordance with this Agreement; or (b) initiating or cooperating with any official government investigation.
|
3.7
|
Transition Services
:
Employee agrees to reasonably assist the Company in transitioning his responsibilities and with matters that arose during his tenure with the Company. For services rendered subsequent to the Termination Date, the Company will compensate Employee at the rate of $1,200 hour for his time in providing these services. In rendering these services following the Termination Date, Employee acknowledges that he will be functioning as an independent contractor and will not be an employee of the Company, nor will Employee be entitled to any benefits other than those expressly set forth in this Agreement.
|
3.8
|
Agreement to Cooperate With the Company
: Employee agrees to cooperate with the Company in any formal or informal legal matters in which Employee is named as a party or about which Employee has knowledge relevant to the matter. Employee acknowledges and agrees that such cooperation includes executing declarations or similar documents; testifying
|
3.9
|
Resignation
:
To the extent Employee has not already done so prior to the Termination Date, Employee resigns from any officer or director position he holds with the Company effective as of the Termination Date.
|
3.10
|
Agreement to Notify Company Prior to Providing Company Information
: In the event Employee receives notice that Employee is required to provide testimony or information in any context about the Company and/or any Releasee (related to Releasee’s work for the Company) to any third party (excluding government entities), Employee agrees to inform the Office of the General Counsel of Amgen Inc. in writing at One Amgen Center Drive, Mail Stop 38-5-A, Thousand Oaks, CA 91320-1799 within 24 hours of receiving such notice. Employee, thereafter, agrees to cooperate with the Company in responding (if necessary) to such legal process. To the extent legally permissible, Employee also agrees not to testify or provide any information if the Company has informed Employee of its intent to contest the validity or enforceability of any request, subpoena or court order until such time as the Company has informed Employee in writing that it consents to Employee’s testimony or has fully exhausted its efforts to challenge any such request, subpoena or court order. If Employee is required to provide testimony about the Company, Employee shall testify truthfully at all times.
|
4.
|
COMPANY’S PROMISES
|
4.1
|
Non-disparagement
:
The Company agrees not to issue any statements that criticize, denigrate or otherwise disparage Employee; provided however, that nothing in this Agreement will prohibit the Company from (a) complying with any valid subpoena or court order, (b) initiating or cooperating with any official government investigation, (c) making any statements to its outside auditors or attorneys, or (d) making such public disclosures as it determines in its sole discretion are required by law.
|
4.2
|
Indemnification
:
The Company will not amend indemnification provisions in its bylaws in a manner that is adverse to Employee and does not generally apply to all directors, officers, employees or agents.
|
4.3
|
Claims Against Employee
:
Neither the Company nor any other corporation, partnership, joint venture, trust or other enterprise the Employee may have served as a director, employee, trustee or agent currently is aware of any claims it or they may have against Employee.
|
5.
|
NON-ADMISSION OF LIABILITY
|
6.
|
TAX TREATMENT
|
6.1
|
Tax Responsibility
:
Employee acknowledges and agrees that Employee, and not the Company, will be solely responsible for any taxes imposed upon Employee as a result of entering into this Agreement (except for those payroll taxes paid by the Company). Any payments or benefits paid to Employee will be reported to taxing authorities as the Company deems appropriate.
|
6.2
|
409A
:
|
(i)
|
"Section 409A Threshold” shall mean an amount equal to two times the lesser of (i) Employee’s base salary for services provided to Amgen and any Amgen Affiliate as an employee for the calendar year preceding the calendar year in which Employee has a Separation from Service; or (ii) the maximum amount that may be taken into account under a qualified plan in accordance with Internal Revenue Code Section 401(a)(17) for the calendar year in which the Employee has a Separation from Service. In all events, this amount shall be limited to the amount specified under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any successor thereto.
|
(ii)
|
“Separation from Service” shall mean a “separation from service” with Amgen (including any Amgen affiliate) within the meaning of Code Section 409A (and regulations issued thereunder). Notwithstanding anything herein to the contrary, the fact that Employee is treated as having incurred a Separation from Service under Code Section 409A and the terms of this Agreement shall not be determinative, or in any way affect the analysis, of whether Employee has retired, terminated employment, separated from service, incurred a severance from employment or become entitled to a distribution, under the terms of any retirement plan (including pension plans and 401(k) savings plans) maintained by Amgen (including by an Amgen affiliate).
|
(iii)
|
“Specified Employee” shall mean a “specified employee” under Code Section 409A (and regulations issued thereunder). If the Employee is a "specified employee" as such term is defined for purposes of Section 409A, to the extent necessary to avoid imposition of penalties under Section 409A on either Amgen or the Employee, no payment of deferred compensation shall be made to such Employee for the first six months following a Separation from Service, but shall be accumulated and paid on the first day of the seventh month following such separation, with remaining payments, if any, paid in accordance with the otherwise applicable payment terms.
|
(iv)
|
Section 409A Compliance. To the extent that a payment or benefit under this Agreement is subject to Code Section 409A, it is intended that this Agreement as applied to that payment or benefit comply with the requirements of Code Section 409A, and the Agreement shall be administered and interpreted consistent with this intent. Each payment of Salary Continuation and Bonus on each regular salary payroll date, and each other payment of other Severance Benefits occurring on a particular date, shall be treated as a separate “payment,” as defined in Treasury Regulations Section 1.409A-2(b)(2), for purposes of Code Section 409A.
|
7.
|
ENFORCEMENT
|
7.1
|
General Consequences
: If any of Employee’s representations in this Agreement or the Re-Execution Agreement are materially false or if Employee commits a material breach of any of Employee’s promises in this Agreement and the Re-Execution Agreement, for example, and without limiting the generality of the foregoing, (a) by failing to fulfill Employee’s obligations under Paragraphs 3.7 and 3.8 of this Agreement to cooperate and provide transition services, (b) by committing a material breach of the PIIA, or (c) by bringing a lawsuit based on claims that Employee has released, Employee (i) shall forfeit all right to future benefits under this Agreement; (ii) upon the Company’s demand shall repay all benefits previously received pursuant to Paragraph 1.3.1 of this Agreement, and (iii) shall pay reasonable attorneys’ fees and all other costs incurred as a result of Employee’s breach or false representation, such as the cost of defending any suit brought with respect to a released claim by Employee. In addition to the remedies provided above, if Employee breaches this Agreement or the Re-Execution Agreement by bringing suit based on claims that Employee has released, then Employee shall also be required to repay the benefits received under Paragraph 1.3.2 of this Agreement; provided however, that five percent (5%) of the payment set forth in Paragraph 1.3.2 of this Agreement will be exempt from this repayment provision and will constitute consideration for the release of claims set forth in Paragraph 2. This Paragraph shall not be applicable to challenges to the validity of this Agreement or the Re-Execution Agreement under the ADEA or Older Workers Benefit Protection Act (“OWBPA”), nor will the Company seek any damages of any sort against Employee for Employee’s having made such a challenge to the validity of this Agreement or the Re-Execution Agreement under the ADEA or OWBPA. The Company agrees to provide Employee with notice of any breach that it believes triggers the remedies set forth in this Paragraph 7.1 and provide Employee with ten (10) days within which to cure the breach to the extent the breach is curable.
|
7.2
|
Injunctive Relief
: Employee further agrees that the Company would be irreparably harmed by any actual or threatened breach of this Agreement, including but not limited to failure to fulfill Employee’s obligations under Paragraphs 3.7 and 3.8 of this Agreement and Employee’s use or disclosure of information that is prohibited by the PIIA and this Agreement, and that the Company shall be entitled to an injunction prohibiting Employee from continuing or committing any such violation, including temporary and preliminary injunctive relief in advance of any permanent injunction.
|
8.
|
CHOICE OF LAWS
|
9.
|
SUCCESSORS; IMPLEMENTATION
|
9.1
|
Successors and Assigns
: This Agreement will bind Employee’s heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Releasees and their respective heirs, administrators, representatives, executors, successors and assigns.
|
9.2
|
No Assignment
: Employee’s rights, duties or obligations under this Agreement may not be assigned, delegated or transferred.
|
9.3
|
Interpretation
: This Agreement will be construed as a whole according to its fair meaning, and not strictly for or against any of the parties.
|
9.4
|
Counterparts
: This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.
|
9.5
|
Implementation
: The Company and Employee both agree that, without the receipt of additional consideration, they will sign and deliver any documents and do anything else that is necessary in the future to make the provisions of this Agreement effective.
|
10.
|
ENTIRE AGREEMENT
|
10.1
|
Entire Agreement
: This Agreement (including any Appendices), any Publication Election Form, the PIIA, any agreements granting stock options, restricted stock units, performance units, or other awards to Employee under any Company stock plan, any arbitration agreement between the Company and Employee and any Amgen Note: (a) comprise the entire agreement between the Company and Employee relating to Employee’s termination of employment and the subjects covered in this Agreement; and (b) supersede any prior or contemporaneous agreement, arrangement or understanding on their subject matter. None of them may be modified or cancelled in any manner except by a writing signed by Amgen’s Senior Vice President of Human Resources, or his or her designee, and Employee.
|
10.2
|
No Additional Promises
: Employee acknowledges that the Company has made no representations or promises to Employee on subjects covered in this Agreement other than those contained in this Agreement and that Employee is not relying on any such representations or promises when signing this Agreement.
|
10.3
|
Review and Consent
: Employee acknowledges and agrees that Employee was given a copy of this Agreement and has carefully read it and understands it, that Employee has been given the opportunity to consult with Employee’s attorney regarding this Agreement, and that Employee has entered into this Agreement voluntarily and with full knowledge of its final and binding effect. In addition, Employee represents and warrants that Employee has at no time felt compelled, obligated or pressured in any manner, by any person or entity affiliated with the Company, to execute to this Agreement.
|
10.4
|
Severability
: The provisions of this Agreement are severable. If any one or more of its provisions are held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not be affected or impaired in any way; provided, however, that if the release of claims in Paragraph 2 of this Agreement is found to be invalid, illegal or unenforceable in its entirety for any reason, the Agreement shall be void and Employee shall immediately tender back, by certified check delivered to Amgen, all payments (if any) received under Paragraph 1.3.1 and 1.3.2 of this Agreement.
|
INSTRUCTIONS
|
|
|
|
l
|
You are advised to consult with an attorney, at your own expense, before you sign this Agreement.
|
|
|
l
|
You must (a) sign and date this Agreement and print or type your name and Staff ID number where indicated below, and (b) return the original fully executed Agreement so that it is received by ELG Access, Amgen Inc., One Amgen Center Drive, Mail Stop 28-2-B, Thousand Oaks, California 91320-1799, within five (5) business days of the date on which you signed it.
|
|
|
l
|
You have up to twenty-one (21) days after receiving this Agreement to consider and sign it, although you may waive this time period by signing it sooner.
|
|
|
l
|
You have another seven (7) days after signing this Agreement in which to revoke this Agreement, and this Agreement does not take effect until that seven-day period has ended.
|
/s/ JONATHAN PEACOCK
|
|
107204
|
Employee’s Signature
|
|
Employee’s Staff ID Number
|
|
|
|
|
|
|
Jonathan Peacock
|
|
1/9/14
|
Employee’s Name (Print or Type)
|
|
Date
|
|
|
|
|
/s/ STUART TROSS
|
|
By:
|
Stuart Tross
|
|
|
Senior Vice President, Human Resources
|
1.
|
Cash Severance Payment
: Two Million Six Hundred Thousand Dollars ($2,600,000)
|
3.
|
Outplacement Services:
Twelve (12) Months
|
INSTRUCTIONS
|
|
|
|
l
|
YOU MAY NOT SIGN THIS RE-EXECUTION AGREEMENT UNTIL THE DAY FOLLOWING YOUR TERMINATION DATE.
|
|
|
l
|
YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS RE-EXECUTION AGREEMENT. BEFORE SIGNING THIS RE-EXECUTION AGREEMENT, READ IT CAREFULLY, AND THE COMPANY SUGGESTS THAT YOU DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). BY SIGNING IT YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. AFTER YOUR EMPLOYMENT ENDS, YOU MUST SIGN THIS RE-EXECUTION AGREEMENT TO RECEIVE THE SPECIAL PAYMENTS OR BENEFITS THAT ARE ONLY PAYABLE IF YOU SIGN THIS RE-EXECUTION AGREEMENT.
|
|
|
l
|
YOU WILL HAVE TWENTY-ONE (21) DAYS FROM YOUR TERMINATION DATE TO SIGN THIS RE-EXECUTION AGREEMENT, AND SEVEN (7) DAYS TO REVOKE IT. YOU MUST RETURN YOUR RE-EXECUTED AGREEMENT TO AMGEN INC., ONE AMGEN CENTER DRIVE, MAIL STOP 28-2-B, THOUSAND OAKS, CALIFORNIA 91320-1799 SO THAT IT IS RECEIVED WITHIN FIVE (5) BUSINESS DAYS OF THE DATE ON WHICH YOU SIGN IT. IF EMPLOYEE TIMELY EXECUTES THIS RE-EXECUTION AGREEMENT AND RETURNS IT TO ELG ACCESS, AND DOES NOT REVOKE SUCH EXECUTION WITHIN SEVEN DAYS, THEN THIS RE-EXECUTION AGREEMENT WILL BECOME EFFECTIVE ON THE EIGHTH DAY AFTER EMPLOYEE HAS EXECUTED THIS RE-EXECUTION AGREEMENT (“RE-EXECUTION EFFECTIVE DATE”).
|
|
|
l
|
YOU MAY REVOKE THIS RE-EXECUTION AGREEMENT. YOU MUST DELIVER YOUR WRITTEN NOTICE OF REVOCATION TO ELG ACCESS BEFORE SEVEN (7) 24-HOUR PERIODS EXPIRE FROM YOUR RE-EXECUTION. IF YOU REVOKE YOUR RE-EXECUTION, THE ORIGINAL AGREEMENT WILL REMAIN IN EFFECT AND YOU WILL NOT RECEIVE THE PAYMENTS OR BENEFITS THAT ONLY ARE PAYABLE IF YOU SIGN THIS RE-EXECUTION AGREEMENT.
|
______________________________
|
|
______________________________
|
Employee’s Signature
|
|
Employee’s Staff ID Number
|
|
|
|
|
|
|
______________________________
|
|
______________________________
|
Employee’s Name (Print or Type)
|
|
Date (no earlier than the day following your
|
|
|
Termination Date)
|
|
|
STATE OR OTHER
|
SUBSIDIARY
|
|
JURISDICTION OF
|
(Name under which
|
|
INCORPORATION
|
subsidiary does business)
|
|
OR ORGANIZATION
|
|
|
|
Amgen (Europe) GmbH
|
|
Switzerland
|
Amgen Fremont Inc.
|
|
Delaware
|
Amgen Global Finance B.V.
|
|
Netherlands
|
Amgen Manufacturing, Limited
|
|
Bermuda
|
Amgen Research (Munich) GmbH
|
|
Germany
|
Amgen Rockville, Inc.
|
|
Delaware
|
Amgen SF, LLC
|
|
Delaware
|
Amgen Technology (Ireland)
|
|
Ireland
|
Amgen Technology, Limited
|
|
Bermuda
|
Amgen USA Inc.
|
|
Delaware
|
Amgen Worldwide Holdings B.V.
|
|
Netherlands
|
ATL Holdings Limited
|
|
Bermuda
|
Immunex Corporation
|
|
Washington
|
Onyx Pharmaceuticals, Inc.
|
|
Delaware
|
Onyx Pharmaceuticals International GmbH
|
|
Switzerland
|
Onyx Therapeutics, Inc.
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amgen Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|
(d)
|
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 24, 2014
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/s/ ROBERT A. BRADWAY
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Robert A. Bradway
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Chairman of the Board,
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Chief Executive Officer and President
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1.
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I have reviewed this Annual Report on Form 10-K of Amgen Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
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(d)
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Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 24, 2014
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/s/ MICHAEL A. KELLY
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|
Michael A. Kelly
|
|
Acting Chief Financial Officer
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(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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February 24, 2014
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/s/ Robert A. Bradway
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|
|
Robert A. Bradway
|
|
|
Chairman of the Board, Chief Executive Officer and President
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(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(ii)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
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February 24, 2014
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/s/ MICHAEL A. KELLY
|
|
|
Michael A. Kelly
|
|
|
Acting Chief Financial Officer
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