þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-3540776
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Amgen Center Drive,
Thousand Oaks, California
|
|
91320-1799
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(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
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|
|
Page No.
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Item 1.
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||
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||
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||
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||
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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||
Item 1.
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FINANCIAL STATEMENTS
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
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|
2014
|
|
2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
4,848
|
|
|
$
|
4,647
|
|
|
$
|
14,153
|
|
|
$
|
13,393
|
|
Other revenues
|
183
|
|
|
101
|
|
|
579
|
|
|
272
|
|
||||
Total revenues
|
5,031
|
|
|
4,748
|
|
|
14,732
|
|
|
13,665
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,068
|
|
|
788
|
|
|
3,239
|
|
|
2,317
|
|
||||
Research and development
|
1,018
|
|
|
989
|
|
|
3,063
|
|
|
2,834
|
|
||||
Selling, general and administrative
|
1,213
|
|
|
1,249
|
|
|
3,372
|
|
|
3,663
|
|
||||
Other
|
266
|
|
|
34
|
|
|
326
|
|
|
171
|
|
||||
Total operating expenses
|
3,565
|
|
|
3,060
|
|
|
10,000
|
|
|
8,985
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
1,466
|
|
|
1,688
|
|
|
4,732
|
|
|
4,680
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
269
|
|
|
257
|
|
|
810
|
|
|
761
|
|
||||
Interest and other income, net
|
140
|
|
|
72
|
|
|
377
|
|
|
332
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
1,337
|
|
|
1,503
|
|
|
4,299
|
|
|
4,251
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
93
|
|
|
135
|
|
|
435
|
|
|
191
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,244
|
|
|
$
|
1,368
|
|
|
$
|
3,864
|
|
|
$
|
4,060
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.63
|
|
|
$
|
1.81
|
|
|
$
|
5.10
|
|
|
$
|
5.40
|
|
Diluted
|
$
|
1.61
|
|
|
$
|
1.79
|
|
|
$
|
5.02
|
|
|
$
|
5.31
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation of earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
761
|
|
|
754
|
|
|
758
|
|
|
752
|
|
||||
Diluted
|
771
|
|
|
766
|
|
|
769
|
|
|
764
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends paid per share
|
$
|
0.61
|
|
|
$
|
0.47
|
|
|
$
|
1.83
|
|
|
$
|
1.41
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
1,244
|
|
|
$
|
1,368
|
|
|
$
|
3,864
|
|
|
$
|
4,060
|
|
Other comprehensive income (loss), net of reclassification adjustments and taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation (losses) gains
|
(124
|
)
|
|
12
|
|
|
(125
|
)
|
|
(36
|
)
|
||||
Effective portion of cash flow hedges
|
228
|
|
|
(84
|
)
|
|
205
|
|
|
13
|
|
||||
Net unrealized (losses) gains on available-for-sale securities
|
(94
|
)
|
|
48
|
|
|
(33
|
)
|
|
(219
|
)
|
||||
Other
|
9
|
|
|
(2
|
)
|
|
10
|
|
|
(1
|
)
|
||||
Other comprehensive income (loss), net of tax
|
19
|
|
|
(26
|
)
|
|
57
|
|
|
(243
|
)
|
||||
Comprehensive income
|
$
|
1,263
|
|
|
$
|
1,342
|
|
|
$
|
3,921
|
|
|
$
|
3,817
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,677
|
|
|
$
|
3,805
|
|
Marketable securities
|
24,398
|
|
|
15,596
|
|
||
Trade receivables, net
|
2,355
|
|
|
2,697
|
|
||
Inventories
|
2,885
|
|
|
3,019
|
|
||
Other current assets
|
2,733
|
|
|
2,250
|
|
||
Total current assets
|
36,048
|
|
|
27,367
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
5,267
|
|
|
5,349
|
|
||
Intangible assets, net
|
13,100
|
|
|
13,262
|
|
||
Goodwill
|
14,815
|
|
|
14,968
|
|
||
Restricted investments
|
—
|
|
|
3,412
|
|
||
Other assets
|
1,545
|
|
|
1,767
|
|
||
Total assets
|
$
|
70,775
|
|
|
$
|
66,125
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
955
|
|
|
$
|
787
|
|
Accrued liabilities
|
5,096
|
|
|
4,655
|
|
||
Current portion of long-term debt
|
2,500
|
|
|
2,505
|
|
||
Total current liabilities
|
8,551
|
|
|
7,947
|
|
||
|
|
|
|
||||
Long-term debt
|
30,480
|
|
|
29,623
|
|
||
Other noncurrent liabilities
|
6,419
|
|
|
6,459
|
|
||
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 760.6 shares in 2014 and 754.6 shares in 2013
|
30,127
|
|
|
29,891
|
|
||
Accumulated deficit
|
(4,698
|
)
|
|
(7,634
|
)
|
||
Accumulated other comprehensive loss
|
(104
|
)
|
|
(161
|
)
|
||
Total stockholders’ equity
|
25,325
|
|
|
22,096
|
|
||
Total liabilities and stockholders’ equity
|
$
|
70,775
|
|
|
$
|
66,125
|
|
|
Nine months ended
|
||||||
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
3,864
|
|
|
$
|
4,060
|
|
Depreciation and amortization
|
1,567
|
|
|
842
|
|
||
Stock-based compensation expense
|
302
|
|
|
304
|
|
||
Deferred income taxes
|
296
|
|
|
46
|
|
||
Other items, net
|
(260
|
)
|
|
73
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Trade receivables, net
|
345
|
|
|
(132
|
)
|
||
Inventories
|
99
|
|
|
(71
|
)
|
||
Other assets
|
(120
|
)
|
|
(174
|
)
|
||
Accounts payable
|
104
|
|
|
6
|
|
||
Accrued income taxes
|
(324
|
)
|
|
(483
|
)
|
||
Other liabilities
|
237
|
|
|
(15
|
)
|
||
Net cash provided by operating activities
|
6,110
|
|
|
4,456
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(515
|
)
|
|
(492
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(115
|
)
|
|
—
|
|
||
Purchase of intangible assets
|
(150
|
)
|
|
—
|
|
||
Purchases of marketable securities
|
(20,831
|
)
|
|
(17,878
|
)
|
||
Proceeds from sales of marketable securities
|
11,060
|
|
|
15,743
|
|
||
Proceeds from maturities of marketable securities
|
3,962
|
|
|
4,846
|
|
||
Change in restricted investments
|
533
|
|
|
(526
|
)
|
||
Other
|
(70
|
)
|
|
(44
|
)
|
||
Net cash (used in) provided by investing activities
|
(6,126
|
)
|
|
1,649
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of debt
|
4,476
|
|
|
3,074
|
|
||
Repayment of debt
|
(3,480
|
)
|
|
(2,500
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(832
|
)
|
||
Dividends paid
|
(1,387
|
)
|
|
(1,061
|
)
|
||
Net proceeds from issuance of common stock in connection with the Company’s equity award programs
|
153
|
|
|
268
|
|
||
Other
|
126
|
|
|
(30
|
)
|
||
Net cash used in financing activities
|
(112
|
)
|
|
(1,081
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(128
|
)
|
|
5,024
|
|
||
Cash and cash equivalents at beginning of period
|
3,805
|
|
|
3,257
|
|
||
Cash and cash equivalents at end of period
|
$
|
3,677
|
|
|
$
|
8,281
|
|
|
|
Separation Costs
|
|
Asset Impairments
|
|
Accelerated Depreciation
|
|
Other
|
|
Total
|
||||||||||
Cost of sales
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Research and development
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Other
|
|
323
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
330
|
|
|||||
Total
|
|
$
|
323
|
|
|
$
|
17
|
|
|
$
|
29
|
|
|
$
|
7
|
|
|
$
|
376
|
|
|
|
Separation Costs
|
|
Other
|
|
Total
|
||||||
Restructuring liabilities as of June 30, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expense
|
|
309
|
|
|
3
|
|
|
312
|
|
|||
Payments
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Restructuring liabilities as of September 30, 2014
|
|
$
|
309
|
|
|
$
|
2
|
|
|
$
|
311
|
|
Total consideration transferred
|
$
|
9,517
|
|
Compensation expense
|
197
|
|
|
Total cash paid
|
$
|
9,714
|
|
Cash and cash equivalents
|
$
|
319
|
|
Marketable securities
|
337
|
|
|
Inventories
|
170
|
|
|
Indefinite-lived intangible assets - In-process research and development (IPR&D)
|
1,180
|
|
|
Finite-lived intangible assets - Developed product technology rights
|
6,190
|
|
|
Finite-lived intangible assets - Licensing rights
|
2,792
|
|
|
Goodwill
|
2,402
|
|
|
Convertible debt
|
(742
|
)
|
|
Assumed contingent consideration
|
(261
|
)
|
|
Deferred income taxes, net
|
(3,011
|
)
|
|
Other assets (liabilities), net
|
141
|
|
|
Total consideration
|
$
|
9,517
|
|
Total consideration transferred or to be transferred
|
$
|
497
|
|
Settlement of preexisting relationship at fair value
|
(99
|
)
|
|
Total consideration transferred to acquire the Product Rights
|
$
|
398
|
|
Finite-lived intangible assets - Marketing-related rights
|
$
|
363
|
|
Finite-lived intangible assets - Developed product technology rights
|
11
|
|
|
Goodwill
|
3
|
|
|
Other assets
|
21
|
|
|
Total consideration
|
$
|
398
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (Numerator):
|
|
|
|
|
|
|
|
||||||||
Net income for basic and diluted EPS
|
$
|
1,244
|
|
|
$
|
1,368
|
|
|
$
|
3,864
|
|
|
$
|
4,060
|
|
|
|
|
|
|
|
|
|
||||||||
Shares (Denominator):
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares for basic EPS
|
761
|
|
|
754
|
|
|
758
|
|
|
752
|
|
||||
Effect of dilutive securities
|
10
|
|
|
12
|
|
|
11
|
|
|
12
|
|
||||
Weighted-average shares for diluted EPS
|
771
|
|
|
766
|
|
|
769
|
|
|
764
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
1.63
|
|
|
$
|
1.81
|
|
|
$
|
5.10
|
|
|
$
|
5.40
|
|
Diluted EPS
|
$
|
1.61
|
|
|
$
|
1.79
|
|
|
$
|
5.02
|
|
|
$
|
5.31
|
|
Type of security as of September 30, 2014
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||
U.S. Treasury securities
|
|
$
|
3,577
|
|
|
$
|
4
|
|
|
$
|
(9
|
)
|
|
$
|
3,572
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
996
|
|
|
1
|
|
|
(5
|
)
|
|
992
|
|
||||
Foreign and other
|
|
1,553
|
|
|
18
|
|
|
(15
|
)
|
|
1,556
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
5,918
|
|
|
18
|
|
|
(26
|
)
|
|
5,910
|
|
||||
Industrial
|
|
6,043
|
|
|
22
|
|
|
(56
|
)
|
|
6,009
|
|
||||
Other
|
|
631
|
|
|
3
|
|
|
(4
|
)
|
|
630
|
|
||||
Residential mortgage-backed securities
|
|
1,838
|
|
|
3
|
|
|
(14
|
)
|
|
1,827
|
|
||||
Other mortgage- and asset-backed securities
|
|
2,101
|
|
|
—
|
|
|
(62
|
)
|
|
2,039
|
|
||||
Money market mutual funds
|
|
2,386
|
|
|
—
|
|
|
—
|
|
|
2,386
|
|
||||
Other short-term interest-bearing securities
|
|
2,661
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
||||
Total interest-bearing securities
|
|
27,704
|
|
|
69
|
|
|
(191
|
)
|
|
27,582
|
|
||||
Equity securities
|
|
88
|
|
|
8
|
|
|
(8
|
)
|
|
88
|
|
||||
Total available-for-sale investments
|
|
$
|
27,792
|
|
|
$
|
77
|
|
|
$
|
(199
|
)
|
|
$
|
27,670
|
|
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
|
|
Classification in the Condensed Consolidated Balance Sheets
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Cash and cash equivalents
|
|
$
|
3,184
|
|
|
$
|
3,266
|
|
Marketable securities
|
|
24,398
|
|
|
15,596
|
|
||
Other assets — noncurrent
|
|
88
|
|
|
95
|
|
||
Restricted investments
|
|
—
|
|
|
3,406
|
|
||
Total available-for-sale investments
|
|
$
|
27,670
|
|
|
$
|
22,363
|
|
Contractual maturity
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Maturing in one year or less
|
|
$
|
5,101
|
|
|
$
|
6,799
|
|
Maturing after one year through three years
|
|
2,569
|
|
|
4,785
|
|
||
Maturing after three years through five years
|
|
9,296
|
|
|
6,057
|
|
||
Maturing after five years through ten years
|
|
6,299
|
|
|
1,656
|
|
||
Maturing after ten years
|
|
451
|
|
|
—
|
|
||
Mortgage- and asset-backed securities
|
|
3,866
|
|
|
2,971
|
|
||
Total interest-bearing securities
|
|
$
|
27,582
|
|
|
$
|
22,268
|
|
|
|
Less than 12 months
|
|
12 months or greater
|
||||||||||||
Type of security as of September 30, 2014
|
|
Fair value
|
|
Unrealized losses
|
|
Fair value
|
|
Unrealized losses
|
||||||||
U.S. Treasury securities
|
|
$
|
2,131
|
|
|
$
|
(7
|
)
|
|
$
|
310
|
|
|
$
|
(2
|
)
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
380
|
|
|
(1
|
)
|
|
296
|
|
|
(4
|
)
|
||||
Foreign and other
|
|
429
|
|
|
(6
|
)
|
|
232
|
|
|
(9
|
)
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
3,555
|
|
|
(24
|
)
|
|
184
|
|
|
(2
|
)
|
||||
Industrial
|
|
3,846
|
|
|
(53
|
)
|
|
240
|
|
|
(3
|
)
|
||||
Other
|
|
358
|
|
|
(4
|
)
|
|
7
|
|
|
—
|
|
||||
Residential mortgage-backed securities
|
|
739
|
|
|
(4
|
)
|
|
447
|
|
|
(10
|
)
|
||||
Other mortgage- and asset-backed securities
|
|
883
|
|
|
(11
|
)
|
|
841
|
|
|
(51
|
)
|
||||
Equity securities
|
|
24
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
12,345
|
|
|
$
|
(118
|
)
|
|
$
|
2,557
|
|
|
$
|
(81
|
)
|
|
|
Less than 12 months
|
|
12 months or greater
|
||||||||||||
Type of security as of December 31, 2013
|
|
Fair value
|
|
Unrealized losses
|
|
Fair value
|
|
Unrealized losses
|
||||||||
U.S. Treasury securities
|
|
$
|
2,362
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
789
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign and other
|
|
986
|
|
|
(38
|
)
|
|
39
|
|
|
(3
|
)
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
1,781
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||
Industrial
|
|
1,543
|
|
|
(21
|
)
|
|
1
|
|
|
—
|
|
||||
Other
|
|
182
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Residential mortgage-backed securities
|
|
794
|
|
|
(14
|
)
|
|
257
|
|
|
(7
|
)
|
||||
Other mortgage- and asset-backed securities
|
|
982
|
|
|
(29
|
)
|
|
313
|
|
|
(16
|
)
|
||||
Total
|
|
$
|
9,419
|
|
|
$
|
(140
|
)
|
|
$
|
610
|
|
|
$
|
(26
|
)
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
207
|
|
|
$
|
217
|
|
Work in process
|
1,690
|
|
|
2,064
|
|
||
Finished goods
|
988
|
|
|
738
|
|
||
Total inventories
|
$
|
2,885
|
|
|
$
|
3,019
|
|
|
Nine months ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
14,968
|
|
|
$
|
12,662
|
|
Goodwill related to acquisitions of businesses
(1)
|
(114
|
)
|
|
(48
|
)
|
||
Currency translation adjustments
|
(39
|
)
|
|
(42
|
)
|
||
Ending balance
|
$
|
14,815
|
|
|
$
|
12,572
|
|
(1)
|
Composed primarily of adjustments to goodwill resulting from changes to the acquisition date fair values of net assets acquired in business combinations recorded during their respective measurement periods.
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed product technology rights
|
$
|
10,421
|
|
|
$
|
(3,953
|
)
|
|
$
|
6,468
|
|
|
$
|
10,130
|
|
|
$
|
(3,347
|
)
|
|
$
|
6,783
|
|
Licensing rights
|
3,237
|
|
|
(618
|
)
|
|
2,619
|
|
|
3,241
|
|
|
(366
|
)
|
|
2,875
|
|
||||||
R&D technology rights
|
1,183
|
|
|
(552
|
)
|
|
631
|
|
|
1,207
|
|
|
(496
|
)
|
|
711
|
|
||||||
Marketing-related rights
|
1,241
|
|
|
(475
|
)
|
|
766
|
|
|
619
|
|
|
(366
|
)
|
|
253
|
|
||||||
Total finite-lived intangible assets
|
16,082
|
|
|
(5,598
|
)
|
|
10,484
|
|
|
15,197
|
|
|
(4,575
|
)
|
|
10,622
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
IPR&D
|
2,616
|
|
|
—
|
|
|
2,616
|
|
|
2,640
|
|
|
—
|
|
|
2,640
|
|
||||||
Total identifiable intangible assets
|
$
|
18,698
|
|
|
$
|
(5,598
|
)
|
|
$
|
13,100
|
|
|
$
|
17,837
|
|
|
$
|
(4,575
|
)
|
|
$
|
13,262
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
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)
|
1,000
|
|
|
999
|
|
||
Floating Rate Notes due 2017
|
600
|
|
|
—
|
|
||
1.25% notes due 2017 (1.25% 2017 Notes)
|
849
|
|
|
—
|
|
||
2.125% notes due 2017 (2.125% 2017 Notes)
|
1,249
|
|
|
1,248
|
|
||
5.85% notes due 2017 (5.85% 2017 Notes)
|
1,100
|
|
|
1,099
|
|
||
6.15% notes due 2018 (6.15% 2018 Notes)
|
500
|
|
|
500
|
|
||
Master Repurchase Agreement obligation due 2018
|
—
|
|
|
3,100
|
|
||
Term Loan due 2018
|
4,500
|
|
|
4,875
|
|
||
4.375% euro-denominated notes due 2018 (4.375% 2018 euro Notes)
|
699
|
|
|
751
|
|
||
Floating Rate Notes due 2019
|
250
|
|
|
—
|
|
||
2.20% notes due 2019 (2.20% 2019 Notes)
|
1,397
|
|
|
—
|
|
||
5.70% notes due 2019 (5.70% 2019 Notes)
|
999
|
|
|
999
|
|
||
2.125% euro-denominated notes due 2019 (2.125% 2019 euro Notes)
|
850
|
|
|
925
|
|
||
4.50% notes due 2020 (4.50% 2020 Notes)
|
300
|
|
|
300
|
|
||
3.45% notes due 2020 (3.45% 2020 Notes)
|
898
|
|
|
898
|
|
||
4.10% notes due 2021 (4.10% 2021 Notes)
|
998
|
|
|
998
|
|
||
3.875% notes due 2021 (3.875% 2021 Notes)
|
1,747
|
|
|
1,746
|
|
||
3.625% notes due 2022 (3.625% 2022 Notes)
|
747
|
|
|
747
|
|
||
3.625% notes due 2024 (3.625% 2024 Notes)
|
1,398
|
|
|
—
|
|
||
5.50% pound-sterling-denominated notes due 2026 (5.50% 2026 pound sterling Notes)
|
765
|
|
|
781
|
|
||
4.00% pound-sterling-denominated notes due 2029 (4.00% 2029 pound sterling Notes)
|
1,120
|
|
|
1,144
|
|
||
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
|
|
|
596
|
|
||
5.15% notes due 2041 (5.15% 2041 Notes)
|
2,233
|
|
|
2,233
|
|
||
5.65% notes due 2042 (5.65% 2042 Notes)
|
1,245
|
|
|
1,244
|
|
||
5.375% notes due 2043 (5.375% 2043 Notes)
|
1,000
|
|
|
1,000
|
|
||
Other notes
|
100
|
|
|
105
|
|
||
Total debt
|
32,980
|
|
|
32,128
|
|
||
Less current portion
|
(2,500
|
)
|
|
(2,505
|
)
|
||
Total noncurrent debt
|
$
|
30,480
|
|
|
$
|
29,623
|
|
|
Foreign
currency
translation
|
|
Cash flow
hedges
|
|
Available-for-sale
securities
|
|
Other
|
|
AOCI
|
||||||||||
Balance as of December 31, 2013
|
$
|
(68
|
)
|
|
$
|
(33
|
)
|
|
$
|
(43
|
)
|
|
$
|
(17
|
)
|
|
$
|
(161
|
)
|
Foreign currency translation adjustments
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Unrealized gains
|
—
|
|
|
17
|
|
|
66
|
|
|
1
|
|
|
84
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
(14
|
)
|
|
(2
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Income taxes
|
4
|
|
|
(1
|
)
|
|
(24
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Balance as of March 31, 2014
|
$
|
(76
|
)
|
|
$
|
(31
|
)
|
|
$
|
(3
|
)
|
|
$
|
(16
|
)
|
|
$
|
(126
|
)
|
Foreign currency translation adjustments
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Unrealized gains
|
—
|
|
|
8
|
|
|
73
|
|
|
—
|
|
|
81
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
(48
|
)
|
|
(40
|
)
|
|
—
|
|
|
(88
|
)
|
|||||
Income taxes
|
(2
|
)
|
|
15
|
|
|
(12
|
)
|
|
—
|
|
|
1
|
|
|||||
Balance as of June 30, 2014
|
$
|
(69
|
)
|
|
$
|
(56
|
)
|
|
$
|
18
|
|
|
$
|
(16
|
)
|
|
$
|
(123
|
)
|
Foreign currency translation adjustments
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|||||
Unrealized gains (losses)
|
—
|
|
|
187
|
|
|
(161
|
)
|
|
9
|
|
|
35
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
175
|
|
|
11
|
|
|
—
|
|
|
186
|
|
|||||
Income taxes
|
11
|
|
|
(134
|
)
|
|
56
|
|
|
—
|
|
|
(67
|
)
|
|||||
Balance as of September 30, 2014
|
$
|
(193
|
)
|
|
$
|
172
|
|
|
$
|
(76
|
)
|
|
$
|
(7
|
)
|
|
$
|
(104
|
)
|
|
|
Amounts reclassified out of AOCI
|
|
|
||||||
Components of AOCI
|
|
Three months ended September 30, 2014
|
|
Three months ended September 30, 2013
|
|
Line item affected in the Statements of Income
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency contract gains
|
|
$
|
5
|
|
|
$
|
6
|
|
|
Product sales
|
Cross-currency swap contract (losses) gains
|
|
(179
|
)
|
|
153
|
|
|
Interest and other income, net
|
||
Forward interest rate contract losses
|
|
(1
|
)
|
|
—
|
|
|
Interest expense, net
|
||
|
|
(175
|
)
|
|
159
|
|
|
Total before income tax
|
||
|
|
64
|
|
|
(59
|
)
|
|
Tax benefit/(expense)
|
||
|
|
$
|
(111
|
)
|
|
$
|
100
|
|
|
Net of taxes
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||
Net realized losses
|
|
$
|
(11
|
)
|
|
$
|
(2
|
)
|
|
Interest and other income, net
|
|
|
4
|
|
|
1
|
|
|
Tax benefit
|
||
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
Net of taxes
|
|
|
Amounts reclassified out of AOCI
|
|
|
||||||
Components of AOCI
|
|
Nine months ended September 30, 2014
|
|
Nine months ended September 30, 2013
|
|
Line item affected in the Statements of Income
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency contract gains
|
|
$
|
5
|
|
|
$
|
9
|
|
|
Product sales
|
Cross-currency swap contract (losses) gains
|
|
(117
|
)
|
|
25
|
|
|
Interest and other income, net
|
||
Forward interest rate contract losses
|
|
(1
|
)
|
|
(1
|
)
|
|
Interest expense, net
|
||
|
|
(113
|
)
|
|
33
|
|
|
Total before income tax
|
||
|
|
41
|
|
|
(13
|
)
|
|
Tax benefit/(expense)
|
||
|
|
$
|
(72
|
)
|
|
$
|
20
|
|
|
Net of taxes
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||
Net realized gains
|
|
$
|
31
|
|
|
$
|
72
|
|
|
Interest and other income, net
|
|
|
(12
|
)
|
|
(27
|
)
|
|
Tax expense
|
||
|
|
$
|
19
|
|
|
$
|
45
|
|
|
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
|
|
|
Quoted prices in
active markets for identical assets (Level 1) |
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
|
||||||||
Fair value measurement
|
|
|
|
|
|
|||||||||||
as of September 30, 2014, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
3,572
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,572
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
992
|
|
|
—
|
|
|
992
|
|
||||
Foreign and other
|
|
—
|
|
|
1,556
|
|
|
—
|
|
|
1,556
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
5,910
|
|
|
—
|
|
|
5,910
|
|
||||
Industrial
|
|
—
|
|
|
6,009
|
|
|
—
|
|
|
6,009
|
|
||||
Other
|
|
—
|
|
|
630
|
|
|
—
|
|
|
630
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
1,827
|
|
|
—
|
|
|
1,827
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
2,039
|
|
|
—
|
|
|
2,039
|
|
||||
Money market mutual funds
|
|
2,386
|
|
|
—
|
|
|
—
|
|
|
2,386
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
2,661
|
|
|
—
|
|
|
2,661
|
|
||||
Equity securities
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Total assets
|
|
$
|
6,046
|
|
|
$
|
21,990
|
|
|
$
|
—
|
|
|
$
|
28,036
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Cross-currency swap contracts
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
Contingent consideration obligations in connection with business combinations
|
|
—
|
|
|
—
|
|
|
548
|
|
|
548
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
548
|
|
|
$
|
649
|
|
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
|
||||||||
Fair value measurement
|
|
|
|
|
|
|||||||||||
as of December 31, 2013, using:
|
|
|
|
|
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
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Beginning balance
|
$
|
610
|
|
|
$
|
332
|
|
|
$
|
595
|
|
|
$
|
221
|
|
Net changes in valuation
|
(62
|
)
|
|
—
|
|
|
(47
|
)
|
|
111
|
|
||||
Ending balance
|
$
|
548
|
|
|
$
|
332
|
|
|
$
|
548
|
|
|
$
|
332
|
|
|
|
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
|
%
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
|
|
|
September 30,
|
|
September 30,
|
||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency contracts
|
|
|
|
|
$
|
291
|
|
|
$
|
(137
|
)
|
|
$
|
291
|
|
|
$
|
(16
|
)
|
Cross-currency swap contracts
|
|
|
|
|
(104
|
)
|
|
163
|
|
|
(79
|
)
|
|
70
|
|
||||
Total
|
|
|
|
|
$
|
187
|
|
|
$
|
26
|
|
|
$
|
212
|
|
|
$
|
54
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
|
|
September 30,
|
|
September 30,
|
||||||||||||
Derivatives in cash flow hedging relationships
|
|
Statements of Income location
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency contracts
|
|
Product sales
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
9
|
|
Cross-currency swap contracts
|
|
Interest and other income, net
|
|
(179
|
)
|
|
153
|
|
|
(117
|
)
|
|
25
|
|
||||
Forward interest rate contracts
|
|
Interest expense, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total
|
|
|
|
$
|
(175
|
)
|
|
$
|
159
|
|
|
$
|
(113
|
)
|
|
$
|
33
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
|
|
September 30,
|
|
September 30,
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
Statements of Income location
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency contracts
|
|
Interest and other income, net
|
|
$
|
25
|
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
10
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
September 30, 2014
|
|
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
|
|
$
|
120
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
8
|
|
Foreign currency contracts
|
|
Other current assets/ Other noncurrent assets
|
|
225
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
—
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other noncurrent assets
|
|
18
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
90
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
363
|
|
|
|
|
98
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets
|
|
3
|
|
|
Accrued liabilities
|
|
3
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
3
|
|
|
|
|
3
|
|
||
Total derivatives
|
|
|
|
$
|
366
|
|
|
|
|
$
|
101
|
|
|
|
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
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
In August 2014, we announced that the phase 3 YUKAWA-2 (StudY of LDL-Cholesterol Reduction Using a Monoclonal PCSK9 Antibody in Japanese Patients With Advanced Cardiovascular Risk) study evaluating evolocumab in combination with statin therapy in Japanese patients with high cardiovascular risk and high cholesterol met its co-primary endpoints.
|
•
|
In August 2014, we announced that we submitted a BLA to the FDA for the treatment of high cholesterol.
|
•
|
In September 2014, we announced that we submitted an MAA to the EMA for the treatment of high cholesterol.
|
•
|
In August 2014, we announced that the FDA granted priority review designation for the treatment of chronic heart failure.
|
•
|
In August 2014, we and our subsidiary Onyx announced that the phase 3 clinical trial FOCUS (CarFilzOmib for AdvanCed Refractory MUltiple Myeloma European Study) did not meet its primary endpoint of improving overall survival.
|
•
|
In August 2014, we announced that a second placebo-controlled phase 3 study evaluating AMG 416 for the treatment of secondary hyperparathyroidism in patients with chronic kidney disease, receiving hemodialysis, met its primary and all secondary endpoints.
|
•
|
In September 2014, we announced that we submitted an MAA to the EMA for the treatment of adults with regionally and distantly metastatic melanoma.
|
•
|
In October 2014, we announced that the FDA has accepted for review our BLA and granted priority review designation for the investigational bispecific T cell engager (BiTE
®
) antibody blinatumomab, for adults with Philadelphia-negative (Ph-) relapsed/refractory B-precursor ALL, a rapidly progressing cancer of the blood and bone marrow.
|
•
|
In October 2014, we announced that the phase 3 study evaluating efficacy and safety of biosimilar candidate ABP 501 compared with Humira
®
(adalimumab) in patients with moderate-to-severe plaque psoriasis met its primary endpoint.
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Product sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
$
|
3,682
|
|
|
$
|
3,625
|
|
|
2
|
%
|
|
$
|
10,729
|
|
|
$
|
10,358
|
|
|
4
|
%
|
Rest of the world (ROW)
|
1,166
|
|
|
1,022
|
|
|
14
|
%
|
|
3,424
|
|
|
3,035
|
|
|
13
|
%
|
||||
Total product sales
|
4,848
|
|
|
4,647
|
|
|
4
|
%
|
|
14,153
|
|
|
13,393
|
|
|
6
|
%
|
||||
Other revenues
|
183
|
|
|
101
|
|
|
81
|
%
|
|
579
|
|
|
272
|
|
|
*
|
|
||||
Total revenues
|
$
|
5,031
|
|
|
$
|
4,748
|
|
|
6
|
%
|
|
$
|
14,732
|
|
|
$
|
13,665
|
|
|
8
|
%
|
Operating expenses
|
$
|
3,565
|
|
|
$
|
3,060
|
|
|
17
|
%
|
|
$
|
10,000
|
|
|
$
|
8,985
|
|
|
11
|
%
|
Operating income
|
$
|
1,466
|
|
|
$
|
1,688
|
|
|
(13
|
)%
|
|
$
|
4,732
|
|
|
$
|
4,680
|
|
|
1
|
%
|
Net income
|
$
|
1,244
|
|
|
$
|
1,368
|
|
|
(9
|
)%
|
|
$
|
3,864
|
|
|
$
|
4,060
|
|
|
(5
|
)%
|
Diluted EPS
|
$
|
1.61
|
|
|
$
|
1.79
|
|
|
(10
|
)%
|
|
$
|
5.02
|
|
|
$
|
5.31
|
|
|
(5
|
)%
|
Diluted shares
|
771
|
|
|
766
|
|
|
1
|
%
|
|
769
|
|
|
764
|
|
|
1
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Neulasta
®
/NEUPOGEN
®
|
$
|
1,493
|
|
|
$
|
1,601
|
|
|
(7
|
)%
|
|
$
|
4,301
|
|
|
$
|
4,383
|
|
|
(2
|
)%
|
ENBREL
|
1,120
|
|
|
1,155
|
|
|
(3
|
)%
|
|
3,351
|
|
|
3,351
|
|
|
—
|
%
|
||||
EPOGEN
®
|
518
|
|
|
491
|
|
|
5
|
%
|
|
1,492
|
|
|
1,428
|
|
|
4
|
%
|
||||
Aranesp
®
|
474
|
|
|
449
|
|
|
6
|
%
|
|
1,451
|
|
|
1,441
|
|
|
1
|
%
|
||||
XGEVA
®
|
318
|
|
|
261
|
|
|
22
|
%
|
|
896
|
|
|
733
|
|
|
22
|
%
|
||||
Prolia
®
|
255
|
|
|
178
|
|
|
43
|
%
|
|
715
|
|
|
508
|
|
|
41
|
%
|
||||
Sensipar
®
/Mimpara
®
|
273
|
|
|
259
|
|
|
5
|
%
|
|
841
|
|
|
782
|
|
|
8
|
%
|
||||
Other products
|
397
|
|
|
253
|
|
|
57
|
%
|
|
1,106
|
|
|
767
|
|
|
44
|
%
|
||||
Total product sales
|
$
|
4,848
|
|
|
$
|
4,647
|
|
|
4
|
%
|
|
$
|
14,153
|
|
|
$
|
13,393
|
|
|
6
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Neulasta
®
— U.S.
|
$
|
956
|
|
|
$
|
905
|
|
|
6
|
%
|
|
$
|
2,703
|
|
|
$
|
2,629
|
|
|
3
|
%
|
Neulasta
®
— ROW
|
237
|
|
|
230
|
|
|
3
|
%
|
|
713
|
|
|
665
|
|
|
7
|
%
|
||||
Total Neulasta
®
|
1,193
|
|
|
1,135
|
|
|
5
|
%
|
|
3,416
|
|
|
3,294
|
|
|
4
|
%
|
||||
NEUPOGEN
®
— U.S.
|
214
|
|
|
409
|
|
|
(48
|
)%
|
|
642
|
|
|
918
|
|
|
(30
|
)%
|
||||
NEUPOGEN
®
— ROW
|
86
|
|
|
57
|
|
|
51
|
%
|
|
243
|
|
|
171
|
|
|
42
|
%
|
||||
Total NEUPOGEN
®
|
300
|
|
|
466
|
|
|
(36
|
)%
|
|
885
|
|
|
1,089
|
|
|
(19
|
)%
|
||||
Total Neulasta
®
/NEUPOGEN
®
|
$
|
1,493
|
|
|
$
|
1,601
|
|
|
(7
|
)%
|
|
$
|
4,301
|
|
|
$
|
4,383
|
|
|
(2
|
)%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
ENBREL — U.S.
|
$
|
1,048
|
|
|
$
|
1,073
|
|
|
(2
|
)%
|
|
$
|
3,143
|
|
|
$
|
3,136
|
|
|
—
|
%
|
ENBREL — Canada
|
72
|
|
|
82
|
|
|
(12
|
)%
|
|
208
|
|
|
215
|
|
|
(3
|
)%
|
||||
Total ENBREL
|
$
|
1,120
|
|
|
$
|
1,155
|
|
|
(3
|
)%
|
|
$
|
3,351
|
|
|
$
|
3,351
|
|
|
—
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
EPOGEN
®
— U.S.
|
$
|
518
|
|
|
$
|
491
|
|
|
5
|
%
|
|
$
|
1,492
|
|
|
$
|
1,428
|
|
|
4
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Aranesp
®
— U.S.
|
$
|
188
|
|
|
$
|
171
|
|
|
10
|
%
|
|
$
|
588
|
|
|
$
|
567
|
|
|
4
|
%
|
Aranesp
®
— ROW
|
286
|
|
|
278
|
|
|
3
|
%
|
|
863
|
|
|
874
|
|
|
(1
|
)%
|
||||
Total Aranesp
®
|
$
|
474
|
|
|
$
|
449
|
|
|
6
|
%
|
|
$
|
1,451
|
|
|
$
|
1,441
|
|
|
1
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
XGEVA
®
— U.S.
|
$
|
225
|
|
|
$
|
194
|
|
|
16
|
%
|
|
$
|
632
|
|
|
$
|
561
|
|
|
13
|
%
|
XGEVA
®
— ROW
|
93
|
|
|
67
|
|
|
39
|
%
|
|
264
|
|
|
172
|
|
|
53
|
%
|
||||
Total XGEVA
®
|
318
|
|
|
261
|
|
|
22
|
%
|
|
896
|
|
|
733
|
|
|
22
|
%
|
||||
Prolia
®
— U.S.
|
150
|
|
|
109
|
|
|
38
|
%
|
|
428
|
|
|
314
|
|
|
36
|
%
|
||||
Prolia
®
— ROW
|
105
|
|
|
69
|
|
|
52
|
%
|
|
287
|
|
|
194
|
|
|
48
|
%
|
||||
Total Prolia
®
|
255
|
|
|
178
|
|
|
43
|
%
|
|
715
|
|
|
508
|
|
|
41
|
%
|
||||
Total XGEVA
®
/Prolia
®
|
$
|
573
|
|
|
$
|
439
|
|
|
31
|
%
|
|
$
|
1,611
|
|
|
$
|
1,241
|
|
|
30
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Sensipar
®
— U.S.
|
$
|
185
|
|
|
$
|
183
|
|
|
1
|
%
|
|
$
|
567
|
|
|
$
|
540
|
|
|
5
|
%
|
Sensipar
®
/Mimpara
®
— ROW
|
88
|
|
|
76
|
|
|
16
|
%
|
|
274
|
|
|
242
|
|
|
13
|
%
|
||||
Total Sensipar
®
/Mimpara
®
|
$
|
273
|
|
|
$
|
259
|
|
|
5
|
%
|
|
$
|
841
|
|
|
$
|
782
|
|
|
8
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Vectibix
®
— U.S.
|
$
|
44
|
|
|
$
|
32
|
|
|
38
|
%
|
|
$
|
119
|
|
|
$
|
90
|
|
|
32
|
%
|
Vectibix
®
— ROW
|
94
|
|
|
75
|
|
|
25
|
%
|
|
254
|
|
|
197
|
|
|
29
|
%
|
||||
Nplate
®
— U.S.
|
69
|
|
|
58
|
|
|
19
|
%
|
|
193
|
|
|
175
|
|
|
10
|
%
|
||||
Nplate
®
— ROW
|
50
|
|
|
48
|
|
|
4
|
%
|
|
157
|
|
|
132
|
|
|
19
|
%
|
||||
Kyprolis
®
— U.S.
|
85
|
|
|
—
|
|
|
N/A
|
|
|
222
|
|
|
—
|
|
|
N/A
|
|
||||
Kyprolis
®
— ROW
|
9
|
|
|
—
|
|
|
N/A
|
|
|
18
|
|
|
—
|
|
|
N/A
|
|
||||
Other — ROW
|
46
|
|
|
40
|
|
|
15
|
%
|
|
143
|
|
|
173
|
|
|
(17
|
)%
|
||||
Total other products
|
$
|
397
|
|
|
$
|
253
|
|
|
57
|
%
|
|
$
|
1,106
|
|
|
$
|
767
|
|
|
44
|
%
|
Total U.S. — other products
|
$
|
198
|
|
|
$
|
90
|
|
|
*
|
|
|
$
|
534
|
|
|
$
|
265
|
|
|
*
|
|
Total ROW — other products
|
199
|
|
|
163
|
|
|
22
|
%
|
|
572
|
|
|
502
|
|
|
14
|
%
|
||||
Total other products
|
$
|
397
|
|
|
$
|
253
|
|
|
57
|
%
|
|
$
|
1,106
|
|
|
$
|
767
|
|
|
44
|
%
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Cost of sales
|
$
|
1,068
|
|
|
$
|
788
|
|
|
36
|
%
|
|
$
|
3,239
|
|
|
$
|
2,317
|
|
|
40
|
%
|
% of product sales
|
22.0
|
%
|
|
17.0
|
%
|
|
|
|
22.9
|
%
|
|
17.3
|
%
|
|
|
||||||
Research and development
|
$
|
1,018
|
|
|
$
|
989
|
|
|
3
|
%
|
|
$
|
3,063
|
|
|
$
|
2,834
|
|
|
8
|
%
|
% of product sales
|
21.0
|
%
|
|
21.3
|
%
|
|
|
|
21.6
|
%
|
|
21.2
|
%
|
|
|
||||||
Selling, general and administrative
|
$
|
1,213
|
|
|
$
|
1,249
|
|
|
(3
|
)%
|
|
$
|
3,372
|
|
|
$
|
3,663
|
|
|
(8
|
)%
|
% of product sales
|
25.0
|
%
|
|
26.9
|
%
|
|
|
|
23.8
|
%
|
|
27.4
|
%
|
|
|
||||||
Other
|
$
|
266
|
|
|
$
|
34
|
|
|
*
|
|
|
$
|
326
|
|
|
$
|
171
|
|
|
91
|
%
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest expense, net
|
$
|
269
|
|
|
$
|
257
|
|
|
$
|
810
|
|
|
$
|
761
|
|
Interest and other income, net
|
$
|
140
|
|
|
$
|
72
|
|
|
$
|
377
|
|
|
$
|
332
|
|
Provision for income taxes
|
$
|
93
|
|
|
$
|
135
|
|
|
$
|
435
|
|
|
$
|
191
|
|
Effective tax rate
|
7.0
|
%
|
|
9.0
|
%
|
|
10.1
|
%
|
|
4.5
|
%
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Cash, cash equivalents and marketable securities
|
$
|
28,075
|
|
|
$
|
19,401
|
|
Restricted investments
|
—
|
|
|
3,412
|
|
||
Total cash, cash equivalents, marketable securities and restricted investments
|
$
|
28,075
|
|
|
$
|
22,813
|
|
Total assets
|
$
|
70,775
|
|
|
$
|
66,125
|
|
Current portion of long-term debt
|
$
|
2,500
|
|
|
$
|
2,505
|
|
Long-term debt
|
$
|
30,480
|
|
|
$
|
29,623
|
|
Stockholders’ equity
|
$
|
25,325
|
|
|
$
|
22,096
|
|
|
Nine months ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Net cash provided by operating activities
|
$
|
6,110
|
|
|
$
|
4,456
|
|
Net cash (used in) provided by investing activities
|
$
|
(6,126
|
)
|
|
$
|
1,649
|
|
Net cash used in financing activities
|
$
|
(112
|
)
|
|
$
|
(1,081
|
)
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 6.
|
EXHIBITS
|
|
|
Amgen Inc.
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
October 29, 2014
|
By:
|
|
/
S
/ DAVID W. MELINE
|
|
|
|
|
David W. Meline
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
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.)
|
|
|
|
4.6
|
|
Officer's Certificate of Amgen Inc., dated January 1, 1992, as supplemented by the First Supplemental Indenture, dated 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 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 of Amgen Inc., dated November 18, 2004, including forms of the Company’s 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 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 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 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 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 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 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.)
|
|
|
|
Exhibit No.
|
|
Description
|
4.16
|
|
Officers' Certificate of Amgen Inc., dated 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 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 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 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.)
|
|
|
|
4.20
|
|
Indenture, dated May 22, 2014, between Amgen Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.)
|
|
|
|
4.21
|
|
Officers' Certificate of Amgen Inc., dated May 22, 2014, including forms of the Company's Senior Floating Rate Notes due 2017, Senior Floating Rate Notes due 2019, 1.250% Senior Notes due 2017, 2.200% Senior Notes due 2019 and 3.625% Senior Notes due 2024. (Filed as an exhibit to Form 8-K on May 22, 2014 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 5, 2014.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2014 on April 30, 2014 and incorporated herein by reference.)
|
|
|
|
10.4+
|
|
Amgen Inc. 2009 Performance Award Program. (As Amended on December 13, 2013.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)
|
|
|
|
10.5+
|
|
Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on March 5, 2014.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2014 on April 30, 2014 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.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)
|
|
|
|
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.)
|
|
|
|
Exhibit No.
|
|
Description
|
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.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)
|
|
|
|
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 January 9, 2014, by and between Amgen Inc. and Jonathan M. Peacock. (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)
|
|
|
|
10.18+*
|
|
Agreement between Amgen Inc. and David W. Meline, effective July 21, 2014.
|
|
|
|
10.19+
|
|
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.)
|
|
|
|
10.20+
|
|
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.)
|
|
|
|
10.21
|
|
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.)
|
|
|
|
10.22
|
|
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.)
|
|
|
|
10.23
|
|
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.)
|
|
|
|
10.24
|
|
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.)
|
|
|
|
10.25
|
|
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.)
|
|
|
|
10.26
|
|
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.)
|
|
|
|
10.27
|
|
Amendment No. 14 to the Shareholders' Agreement, dated March 26, 2014. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2014 on April 30, 2014 and incorporated herein by reference.)
|
|
|
|
10.28
|
|
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.)
|
|
|
|
10.29
|
|
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.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.30
|
|
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.)
|
|
|
|
10.31
|
|
Amended and Restated Promotion Agreement, dated 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.)
|
|
|
|
10.32
|
|
Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective 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.)
|
|
|
|
10.33
|
|
Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective 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.)
|
|
|
|
10.34
|
|
Amendment No. 3 to Amended and Restated Promotion Agreement, effective 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.)
|
|
|
|
10.35
|
|
Amended and Restated Credit Agreement, dated July 30, 2014, among Amgen Inc., the Banks therein named, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent (Filed as an exhibit to Form 8-K on July 30, 2014 and incorporated herein by reference.)
|
|
|
|
10.36
|
|
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 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.)
|
|
|
|
10.37
|
|
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.)
|
|
|
|
10.38
|
|
Amendment Number 1 to Sourcing and Supply Agreement, effective 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.)
|
|
|
|
10.39
|
|
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.)
|
|
|
|
10.40
|
|
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.)
|
|
|
|
10.41
|
|
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.)
|
|
|
|
10.42
|
|
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.)
|
|
|
|
10.43
|
|
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.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.44
|
|
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.)
|
|
|
|
10.45
|
|
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.)
|
|
|
|
10.46
|
|
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.)
|
|
|
|
10.47
|
|
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.)
|
|
|
|
10.48
|
|
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.)
|
|
|
|
10.49
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|
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.)
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|
|
|
10.50
|
|
Term Loan Facility Credit Agreement, dated 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.)
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31*
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|
Rule 13a-14(a) Certifications.
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32**
|
|
Section 1350 Certifications.
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101.INS*
|
|
XBRL Instance Document.
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|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
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|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
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|
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|
101.DEF*
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|
XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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|
XBRL Taxonomy Extension Presentation Linkbase Document.
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1.
|
Report to work at Amgen or another location to which you are required to travel and perform the regular duties of your employment.
|
2.
|
Contact the Amgen Benefits Center at [*], to enroll within 31 days of your hire date.
|
3.
|
Meet all other eligibility requirements under the plan.
|
/s/ David W. Meline
|
7 June 2014
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Signature of Acceptance
|
Date
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A)
|
Complete, date and sign the Amgen Proprietary Information and Inventions Agreement and return it with your signed offer letter.
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B)
|
Sign and date the Amgen New Staff Member Letter and Certification and return it with your signed offer letter.
|
C)
|
Date and sign the enclosed Mutual Agreement to Arbitrate Claims and return it with your signed offer letter.
|
D)
|
You will be required to provide Amgen with proof of your identity and eligibility for employment per requirements of the Immigration Reform and Control Act of 1986 within 3 (three) days of hire. Information pertaining to this Act and required proof are enclosed.
|
E)
|
For California non-exempt staff only, sign and date the Notice To Employee, Labor Code 2810.5
|
•
|
Carefully read the Company’s Proprietary Information and Inventions Agreement (“PIIA”) that you have executed, and make sure that you understand your obligations under the terms of the PIIA. If you have any questions, please contact Human Resources.
|
•
|
You may not bring any material to the Company from third parties in hard copy, in electronic format or in any other form. Nor should you use any such material in your work for the Company.
|
•
|
Prior to commencing any work for the Company, conduct a search of your personal computer(s), email accounts, and any other electronic storage devices you possess, as well as any files you maintain in hard copy, for information or materials belonging to your Prior Employers. You are instructed to make appropriate arrangements to return any such information or materials belonging to your Prior Employers, consistent with any obligations you have to the Prior Employers.
|
•
|
Do not disclose to or provide the Company with any customer lists you obtained from or during your employment with your Prior Employers. When interacting with doctors or other members of the healthcare industry with whom you may have had contact while working for your Prior Employers, clearly indicate to such persons that you are an Amgen staff member, and focus on the Company’s products rather than using or discussing information related to your prior employment.
|
•
|
If you have any doubts regarding whether you may take, disclose, upload, access, or use any information in your possession, you must err on the side of not taking, disclosing, uploading, accessing or using the information.
|
•
|
Do not begin any work for the Company before your employment with your Prior Employers has officially ended.
|
•
|
After commencing work for the Company, do not request that any employee of your Prior Employers provide you with, or take any other steps to obtain, any information or property of your Prior Employers.
|
•
|
Under no circumstances are you permitted to connect to a Company computer any electronic storage device containing information or property relating to your Prior Employers. Likewise, in performing work for the Company, you are not permitted to use, disclose, access or upload any such information or property. If you discover that any confidential, proprietary, or trade secret information or property of your Prior Employers has been uploaded to any Company computer or email system(s), immediately inform Human Resources.
|
•
|
The Company may monitor and/or conduct an audit of your use of Company computer systems, and you should not have any expectation of privacy in data sent, stored or received on any Company systems. See the Company’s Use of Company Systems and Internet Conduct Policy for further details.
|
•
|
Disclose and identify below all agreements relating to your Prior Employers that may affect your eligibility to become employed by and/or to perform work for the Company, including any non-competition agreement(s), agreements relating to the solicitation of employees or customers, or other restrictive agreements (collectively, “Restrictive Agreements”), regardless of whether you believe these agreements are enforceable, apply to your potential employment with the Company, or have expired, and provide a copy to Human Resources. If “none,” please so indicate.
Do not leave blank.
|
Name of Agreement
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|
Employer
|
|
Date signed
|
|
N/A
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|
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|
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|
|
|
|
|
|
|
•
|
If you are subject to an agreement not to solicit employees of your Prior Employers, you should refrain from doing so. You should specifically inform Human Resources if you are subject to such an agreement. If you are subject to such an agreement and a former colleague contacts you about employment opportunities with the Company, please contact Human Resources for assistance.
|
•
|
Do not use any email account (including Company email accounts), text messages, Instant Messaging, or any other method of written communication to store or discuss any proprietary, confidential or trade secret information or other property belonging to your Prior Employers.
|
•
|
Immediately inform Human Resources if you are contacted in any manner by any former employer regarding your work for Amgen and/or any non-competition agreements, agreements that relate to the solicitation of employees or customers, or any other restrictive agreements you entered into in connection with any Prior Employers.
|
1.
|
The amount of the Bonus is described in the offer letter (as may be amended) that was provided separately to me.
|
2.
|
The Bonus will generally be paid to me as follows:
|
•
|
After thirty (30) days following my start date with Amgen, I will be paid
$1,000,000.00
as an advance. This amount will be earned only after I complete two years of employment with Amgen. The Bonus is intended to facilitate my acceptance of employment with Amgen and my continued employment with Amgen for a period of at least two years. Amgen is providing me with the Bonus with the expectation that I will not resign my employment during this two-year period.
|
•
|
$1,000,000.00
to be paid on or about the first anniversary of your start date. I understand that if I am not employed by Amgen on this date, I have not earned any portion of this amount.
|
3.
|
I understand and agree that I am an at-will employee and that I am free to resign at any time and Amgen is free to terminate my employment, with or without cause, at any time. Nevertheless, I understand that if I resign my employment with Amgen before I complete two years of employment, I have not earned any portion of the Bonus amount. Therefore, I agree to repay Amgen for the gross amount of my Bonus advance if I resign my employment for any reason within 24 months from my hire date at Amgen. I also agree that in the event of such a resignation, the amount to be reimbursed shall be due in full and payable by me immediately in cash (i.e., by check, wire transfer, or similar immediate payment) without further notice or demand by Amgen.
|
4.
|
Generally, a sign-on/retention bonus is considered ordinary wage income to the recipient. I understand that Amgen will report to appropriate federal and state taxing authorities all income that Amgen considers to be subject to taxation and will withhold appropriate taxes in accordance with federal and state regulations. I understand that it is my obligation to declare all income and pay all taxes owed on such income, if any.
|
5.
|
I understand that this agreement shall be governed by the law of the State of California.
|
6.
|
Nothing in this Agreement will be construed as an employment contract or to guarantee me employment at Amgen for any fixed term. I understand that my employment at Amgen is at will.
|
7.
|
The provisions of this agreement are severable. If any part is found to be unenforceable, all other provisions shall remain fully valid and enforceable.
|
I agree:
|
|
Amgen Inc:
|
|
|
|
|
|
/s/ David W. Meline
|
|
/s/ Stuart R. Tross, Ph.D.
|
|
Signature of Staff Member
|
|
Signature of Authorized Representative
|
|
|
|
|
|
David W. Meline
|
|
Director of Human Resources
|
|
Print Name of Staff Member
|
|
Title of Representative
|
|
|
|
|
|
[*]
|
|
June 9, 2014
|
|
Last 4 Digits of Social Security Number (For Identification Purposes)
|
Date
|
|
|
Last 4 Digits of Government ID (If No Social Security Number)
|
|
|
1.
|
The relocation benefits to be provided to me are outlined in the Amgen Relocation Policy that applies to staff members at my Global Career Framework (“GCF”) level.
|
2.
|
I will obtain relocation benefits from Amgen by following the procedures outlined in the Amgen Relocation Policy that applies to staff members at my GCF level.
|
3.
|
I understand that I may obtain an estimate of my relocation costs from Amgen/Amgen’s third-party relocation vendor and that the actual cost of my relocation may be more or less than the estimate I am provided. I further understand that I can obtain detailed information about the actual services and costs being incurred during my relocation by contacting Amgen or Amgen’s third-party relocation vendor.
|
4.
|
The relocation benefits are to facilitate my move as a result of my decision to accept an offer of employment with Amgen. I acknowledge that the cost of these benefits is not required to be reimbursed to me as a matter of law under California Labor Code section 2802 or any similar statute.
|
5.
|
Amgen provides the relocation benefits with the expectation that I will not in the short term resign my employment. While, as an at-will employee, I am free to resign at any time, I agree to reimburse Amgen for the gross amount of the cost of the relocation benefits (according to the schedule below) if I resign my employment for any reason within 730 days of my start date with Amgen. Upon my resignation, the amount to be reimbursed shall be immediately due and payable by me without further notice or demand. The schedule for reimbursement is as follows:
|
Days Since Start Date
|
% of Gross Cost of Relocation Benefits to be
Reimbursed to Amgen
|
0 to 365 days
|
100 %
|
366- 450 days
|
75 %
|
451 - 540 days
|
50 %
|
541 - 730 days
|
25 %
|
Over 730 days
|
0 %
|
6.
|
I understand that Amgen will report to federal and state taxing agencies all income that Amgen considers to be subject to taxation. I understand that it is my obligation to declare all income and pay all taxes owed on such income, if any.
|
7.
|
In the event that I fail to make a reimbursement required by this agreement and Amgen initiates proceedings to recover such reimbursement, the prevailing party in such a suit shall be awarded its reasonable costs and attorney’s fees.
|
8.
|
I understand that this agreement shall be governed by the law of the State of California.
|
9.
|
Nothing in this agreement will be construed as an employment contract or to guarantee me employment at Amgen for any fixed term. I understand that my employment at Amgen is at will. Nor does this agreement guarantee me reimbursement of any particular relocation expenses. I understand that reimbursement is governed by the Amgen Relocation Policy and that I must comply with the procedures in that policy.
|
10.
|
The provisions of this agreement are severable. If any part is found to be unenforceable, all other provisions shall remain fully valid and enforceable.
|
I agree:
|
|
Amgen Inc:
|
|
|
|
|
|
/s/ David W. Meline
|
|
/s/ Stuart R. Tross, Ph.D.
|
|
Signature of Staff Member
|
|
Signature of Authorized Representative
|
|
|
|
|
|
David W. Meline
|
|
Director of Human Resources
|
|
Print Name of Staff Member
|
|
Title of Representative
|
|
|
|
|
|
[*]
|
|
June 9, 2014
|
|
Last 4 Digits of Social Security Number (For Identification Purposes)
|
Date
|
|
|
Last 4 Digits of Government ID (If No Social Security Number)
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amgen Inc.;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report based on such evaluation; and
|
(d)
|
Disclosed in this quarterly 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
|
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.
|
Date: October 29, 2014
|
/s/ ROBERT A. BRADWAY
|
|
Robert A. Bradway
|
|
Chairman of the Board,
|
|
Chief Executive Officer and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amgen Inc.;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report based on such evaluation; and
|
(d)
|
Disclosed in this quarterly 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
|
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.
|
Date: October 29, 2014
|
/s/ DAVID W. MELINE
|
|
David W. Meline
|
|
Executive Vice President and Chief Financial Officer
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2014 (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.
|
Dated: October 29, 2014
|
/s/ ROBERT A. BRADWAY
|
|
Robert A. Bradway
|
|
Chairman of the Board,
|
|
Chief Executive Officer and President
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2014 (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.
|
Dated: October 29, 2014
|
/s/ DAVID W. MELINE
|
|
David W. Meline
|
|
Executive Vice President and Chief Financial Officer
|