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
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
Page No.
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
SIGNATURES
|
Item 1.
|
FINANCIAL STATEMENTS
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
5,510
|
|
|
$
|
5,453
|
|
|
$
|
16,532
|
|
|
$
|
16,226
|
|
Other revenues
|
394
|
|
|
320
|
|
|
985
|
|
|
821
|
|
||||
Total revenues
|
5,904
|
|
|
5,773
|
|
|
17,517
|
|
|
17,047
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,037
|
|
|
990
|
|
|
3,005
|
|
|
3,010
|
|
||||
Research and development
|
926
|
|
|
877
|
|
|
2,555
|
|
|
2,519
|
|
||||
Selling, general and administrative
|
1,293
|
|
|
1,170
|
|
|
3,773
|
|
|
3,443
|
|
||||
Other
|
325
|
|
|
297
|
|
|
303
|
|
|
347
|
|
||||
Total operating expenses
|
3,581
|
|
|
3,334
|
|
|
9,636
|
|
|
9,319
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
2,323
|
|
|
2,439
|
|
|
7,881
|
|
|
7,728
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
355
|
|
|
325
|
|
|
1,040
|
|
|
972
|
|
||||
Interest and other income, net
|
126
|
|
|
267
|
|
|
519
|
|
|
627
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
2,094
|
|
|
2,381
|
|
|
7,360
|
|
|
7,383
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
235
|
|
|
360
|
|
|
894
|
|
|
1,140
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,859
|
|
|
$
|
2,021
|
|
|
$
|
6,466
|
|
|
$
|
6,243
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.88
|
|
|
$
|
2.78
|
|
|
$
|
9.67
|
|
|
$
|
8.52
|
|
Diluted
|
$
|
2.86
|
|
|
$
|
2.76
|
|
|
$
|
9.61
|
|
|
$
|
8.46
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation of earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
645
|
|
|
728
|
|
|
669
|
|
|
733
|
|
||||
Diluted
|
649
|
|
|
733
|
|
|
673
|
|
|
738
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends paid per share
|
$
|
1.32
|
|
|
$
|
1.15
|
|
|
$
|
3.96
|
|
|
$
|
3.45
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
1,859
|
|
|
$
|
2,021
|
|
|
$
|
6,466
|
|
|
$
|
6,243
|
|
Other comprehensive income (loss), net of reclassification adjustments and taxes:
|
|
|
|
|
|
|
|
||||||||
(Losses) gains on foreign currency translation
|
(71
|
)
|
|
41
|
|
|
(153
|
)
|
|
100
|
|
||||
Gains (losses) on cash flow hedges
|
41
|
|
|
(50
|
)
|
|
270
|
|
|
(324
|
)
|
||||
Gains (losses) on available-for-sale securities
|
97
|
|
|
9
|
|
|
(237
|
)
|
|
247
|
|
||||
Other
|
(3
|
)
|
|
6
|
|
|
(1
|
)
|
|
5
|
|
||||
Other comprehensive income (loss), net of taxes
|
64
|
|
|
6
|
|
|
(121
|
)
|
|
28
|
|
||||
Comprehensive income
|
$
|
1,923
|
|
|
$
|
2,027
|
|
|
$
|
6,345
|
|
|
$
|
6,271
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,956
|
|
|
$
|
3,800
|
|
Marketable securities
|
17,965
|
|
|
37,878
|
|
||
Trade receivables, net
|
3,441
|
|
|
3,237
|
|
||
Inventories
|
3,017
|
|
|
2,834
|
|
||
Other current assets
|
1,941
|
|
|
1,727
|
|
||
Total current assets
|
38,320
|
|
|
49,476
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
4,899
|
|
|
4,989
|
|
||
Intangible assets, net
|
7,782
|
|
|
8,609
|
|
||
Goodwill
|
14,684
|
|
|
14,761
|
|
||
Other assets
|
1,648
|
|
|
2,119
|
|
||
Total assets
|
$
|
67,333
|
|
|
$
|
79,954
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,042
|
|
|
$
|
1,352
|
|
Accrued liabilities
|
6,313
|
|
|
6,516
|
|
||
Current portion of long-term debt
|
5,077
|
|
|
1,152
|
|
||
Total current liabilities
|
12,432
|
|
|
9,020
|
|
||
|
|
|
|
||||
Long-term debt
|
29,350
|
|
|
34,190
|
|
||
Long-term deferred tax liabilities
|
978
|
|
|
1,166
|
|
||
Long-term tax liabilities
|
8,832
|
|
|
9,099
|
|
||
Other noncurrent liabilities
|
1,392
|
|
|
1,238
|
|
||
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding — 640.5 shares in 2018 and 722.2 shares in 2017
|
31,145
|
|
|
30,992
|
|
||
Accumulated deficit
|
(15,987
|
)
|
|
(5,072
|
)
|
||
Accumulated other comprehensive loss
|
(809
|
)
|
|
(679
|
)
|
||
Total stockholders’ equity
|
14,349
|
|
|
25,241
|
|
||
Total liabilities and stockholders’ equity
|
$
|
67,333
|
|
|
$
|
79,954
|
|
|
Nine months ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
6,466
|
|
|
$
|
6,243
|
|
Depreciation and amortization
|
1,456
|
|
|
1,506
|
|
||
Share-based compensation expense
|
224
|
|
|
244
|
|
||
Deferred income taxes
|
(294
|
)
|
|
(379
|
)
|
||
Other items, net
|
412
|
|
|
381
|
|
||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
||||
Trade receivables, net
|
(234
|
)
|
|
(229
|
)
|
||
Inventories
|
(93
|
)
|
|
(54
|
)
|
||
Other assets
|
(110
|
)
|
|
(110
|
)
|
||
Accounts payable
|
(311
|
)
|
|
(50
|
)
|
||
Accrued income taxes, net
|
(384
|
)
|
|
48
|
|
||
Long-term tax liabilities
|
204
|
|
|
314
|
|
||
Other liabilities
|
766
|
|
|
251
|
|
||
Net cash provided by operating activities
|
8,102
|
|
|
8,165
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of marketable securities
|
(12,617
|
)
|
|
(26,661
|
)
|
||
Proceeds from sales of marketable securities
|
28,059
|
|
|
18,580
|
|
||
Proceeds from maturities of marketable securities
|
3,881
|
|
|
4,765
|
|
||
Cash acquired in acquisition, net of cash paid
|
197
|
|
|
—
|
|
||
Purchases of property, plant and equipment
|
(513
|
)
|
|
(511
|
)
|
||
Other
|
(31
|
)
|
|
(119
|
)
|
||
Net cash provided by (used in) investing activities
|
18,976
|
|
|
(3,946
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of debt
|
—
|
|
|
3,485
|
|
||
Repayment of debt
|
(500
|
)
|
|
(4,405
|
)
|
||
Net change in commercial paper
|
—
|
|
|
1,499
|
|
||
Repurchases of common stock
|
(15,670
|
)
|
|
(2,371
|
)
|
||
Dividends paid
|
(2,667
|
)
|
|
(2,531
|
)
|
||
Other
|
(85
|
)
|
|
(137
|
)
|
||
Net cash used in financing activities
|
(18,922
|
)
|
|
(4,460
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
8,156
|
|
|
(241
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,800
|
|
|
3,241
|
|
||
Cash and cash equivalents at end of period
|
$
|
11,956
|
|
|
$
|
3,000
|
|
|
|
Amount
|
||
Total cash paid to Kirin
|
|
$
|
780
|
|
Fair value of contingent consideration obligation
|
|
45
|
|
|
Loss on settlement of preexisting relationship
|
|
(168
|
)
|
|
Total consideration transferred to acquire K-A
|
|
657
|
|
|
|
|
|
||
Fair value of Amgen’s investment in K-A
|
|
825
|
|
|
Total acquisition date fair value
|
|
$
|
1,482
|
|
|
|
Three months ended September 30,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
US
|
|
ROW
|
|
Total
|
|
US
|
|
ROW
|
|
Total
|
||||||||||||
Enbrel
®
|
|
$
|
1,242
|
|
|
$
|
50
|
|
|
$
|
1,292
|
|
|
$
|
1,309
|
|
|
$
|
54
|
|
|
$
|
1,363
|
|
Neulasta
®
|
|
897
|
|
|
154
|
|
|
1,051
|
|
|
977
|
|
|
146
|
|
|
1,123
|
|
||||||
Prolia
®
|
|
354
|
|
|
178
|
|
|
532
|
|
|
298
|
|
|
166
|
|
|
464
|
|
||||||
Aranesp
®
|
|
248
|
|
|
229
|
|
|
477
|
|
|
285
|
|
|
231
|
|
|
516
|
|
||||||
XGEVA®
|
|
323
|
|
|
110
|
|
|
433
|
|
|
282
|
|
|
105
|
|
|
387
|
|
||||||
Sensipar
®
/ Mimpara
®
|
|
330
|
|
|
79
|
|
|
409
|
|
|
373
|
|
|
84
|
|
|
457
|
|
||||||
EPOGEN
®
|
|
252
|
|
|
—
|
|
|
252
|
|
|
264
|
|
|
—
|
|
|
264
|
|
||||||
Other products
|
|
614
|
|
|
450
|
|
|
1,064
|
|
|
509
|
|
|
370
|
|
|
879
|
|
||||||
Total product sales
(1)
|
|
$
|
4,260
|
|
|
$
|
1,250
|
|
|
$
|
5,510
|
|
|
$
|
4,297
|
|
|
$
|
1,156
|
|
|
$
|
5,453
|
|
Other revenues
|
|
|
|
|
|
394
|
|
|
|
|
|
|
320
|
|
||||||||||
Total revenues
(2)
|
|
|
|
|
|
$
|
5,904
|
|
|
|
|
|
|
$
|
5,773
|
|
|
|
Nine months ended September 30,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
US
|
|
ROW
|
|
Total
|
|
US
|
|
ROW
|
|
Total
|
||||||||||||
Enbrel
®
|
|
$
|
3,544
|
|
|
$
|
155
|
|
|
$
|
3,699
|
|
|
$
|
3,838
|
|
|
$
|
172
|
|
|
$
|
4,010
|
|
Neulasta
®
|
|
2,854
|
|
|
452
|
|
|
3,306
|
|
|
2,962
|
|
|
458
|
|
|
3,420
|
|
||||||
Prolia
®
|
|
1,070
|
|
|
566
|
|
|
1,636
|
|
|
903
|
|
|
491
|
|
|
1,394
|
|
||||||
Aranesp
®
|
|
714
|
|
|
689
|
|
|
1,403
|
|
|
851
|
|
|
711
|
|
|
1,562
|
|
||||||
XGEVA®
|
|
994
|
|
|
336
|
|
|
1,330
|
|
|
872
|
|
|
312
|
|
|
1,184
|
|
||||||
Sensipar
®
/ Mimpara
®
|
|
1,069
|
|
|
257
|
|
|
1,326
|
|
|
1,052
|
|
|
253
|
|
|
1,305
|
|
||||||
EPOGEN
®
|
|
746
|
|
|
—
|
|
|
746
|
|
|
826
|
|
|
—
|
|
|
826
|
|
||||||
Other products
|
|
1,783
|
|
|
1,303
|
|
|
3,086
|
|
|
1,474
|
|
|
1,051
|
|
|
2,525
|
|
||||||
Total product sales
(1)
|
|
$
|
12,774
|
|
|
$
|
3,758
|
|
|
$
|
16,532
|
|
|
$
|
12,778
|
|
|
$
|
3,448
|
|
|
$
|
16,226
|
|
Other revenues
|
|
|
|
|
|
985
|
|
|
|
|
|
|
821
|
|
||||||||||
Total revenues
(2)
|
|
|
|
|
|
$
|
17,517
|
|
|
|
|
|
|
$
|
17,047
|
|
(1)
|
Hedging gains and losses, which are included in product sales, were not material for the three and nine months ended
September 30, 2018
and
2017
.
|
(2)
|
Prior-period amounts are not adjusted under the modified-retrospective method of adoption.
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Income (Numerator):
|
|
|
|
|
|
|
|
||||||||
Net income for basic and diluted EPS
|
$
|
1,859
|
|
|
$
|
2,021
|
|
|
$
|
6,466
|
|
|
$
|
6,243
|
|
|
|
|
|
|
|
|
|
||||||||
Shares (Denominator):
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares for basic EPS
|
645
|
|
|
728
|
|
|
669
|
|
|
733
|
|
||||
Effect of dilutive securities
|
4
|
|
|
5
|
|
|
4
|
|
|
5
|
|
||||
Weighted-average shares for diluted EPS
|
649
|
|
|
733
|
|
|
673
|
|
|
738
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
2.88
|
|
|
$
|
2.78
|
|
|
$
|
9.67
|
|
|
$
|
8.52
|
|
Diluted EPS
|
$
|
2.86
|
|
|
$
|
2.76
|
|
|
$
|
9.61
|
|
|
$
|
8.46
|
|
Types of securities as of September 30, 2018
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
values
|
||||||||
U.S. Treasury notes
|
|
$
|
2,710
|
|
|
$
|
—
|
|
|
$
|
(84
|
)
|
|
$
|
2,626
|
|
U.S. Treasury bills
|
|
5,376
|
|
|
—
|
|
|
—
|
|
|
5,376
|
|
||||
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
112
|
|
|
—
|
|
|
(3
|
)
|
|
109
|
|
||||
Foreign and other
|
|
1,048
|
|
|
1
|
|
|
(41
|
)
|
|
1,008
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
2,786
|
|
|
—
|
|
|
(89
|
)
|
|
2,697
|
|
||||
Industrial
|
|
2,654
|
|
|
4
|
|
|
(80
|
)
|
|
2,578
|
|
||||
Other
|
|
594
|
|
|
—
|
|
|
(21
|
)
|
|
573
|
|
||||
Residential-mortgage-backed securities
|
|
1,524
|
|
|
—
|
|
|
(62
|
)
|
|
1,462
|
|
||||
Other mortgage- and asset-backed securities
|
|
490
|
|
|
—
|
|
|
(17
|
)
|
|
473
|
|
||||
Money market mutual funds
|
|
8,955
|
|
|
—
|
|
|
—
|
|
|
8,955
|
|
||||
Other short-term interest-bearing securities
|
|
3,561
|
|
|
—
|
|
|
—
|
|
|
3,561
|
|
||||
Total available-for-sale investments
|
|
$
|
29,810
|
|
|
$
|
5
|
|
|
$
|
(397
|
)
|
|
$
|
29,418
|
|
Types of securities as of December 31, 2017
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
values
|
||||||||
U.S. Treasury notes
|
|
$
|
8,313
|
|
|
$
|
1
|
|
|
$
|
(72
|
)
|
|
$
|
8,242
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
225
|
|
|
—
|
|
|
(2
|
)
|
|
223
|
|
||||
Foreign and other
|
|
2,415
|
|
|
18
|
|
|
(11
|
)
|
|
2,422
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
10,089
|
|
|
17
|
|
|
(34
|
)
|
|
10,072
|
|
||||
Industrial
|
|
9,688
|
|
|
34
|
|
|
(52
|
)
|
|
9,670
|
|
||||
Other
|
|
1,393
|
|
|
3
|
|
|
(6
|
)
|
|
1,390
|
|
||||
Residential-mortgage-backed securities
|
|
2,198
|
|
|
—
|
|
|
(30
|
)
|
|
2,168
|
|
||||
Other mortgage- and asset-backed securities
|
|
2,312
|
|
|
—
|
|
|
(15
|
)
|
|
2,297
|
|
||||
Money market mutual funds
|
|
3,245
|
|
|
—
|
|
|
—
|
|
|
3,245
|
|
||||
Other short-term interest-bearing securities
|
|
1,440
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
||||
Total interest-bearing securities
|
|
41,318
|
|
|
73
|
|
|
(222
|
)
|
|
41,169
|
|
||||
Equity securities
|
|
135
|
|
|
14
|
|
|
—
|
|
|
149
|
|
||||
Total available-for-sale investments
|
|
$
|
41,453
|
|
|
$
|
87
|
|
|
$
|
(222
|
)
|
|
$
|
41,318
|
|
Condensed Consolidated Balance Sheets locations
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
|
$
|
11,453
|
|
|
$
|
3,291
|
|
Marketable securities
|
|
17,965
|
|
|
37,878
|
|
||
Other assets
|
|
—
|
|
|
149
|
|
||
Total available-for-sale investments
|
|
$
|
29,418
|
|
|
$
|
41,318
|
|
Contractual maturities
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Maturing in one year or less
|
|
$
|
17,943
|
|
|
$
|
6,733
|
|
Maturing after one year through three years
|
|
2,947
|
|
|
12,820
|
|
||
Maturing after three years through five years
|
|
5,585
|
|
|
13,836
|
|
||
Maturing after five years through ten years
|
|
1,008
|
|
|
3,263
|
|
||
Maturing after ten years
|
|
—
|
|
|
52
|
|
||
Mortgage- and asset-backed securities
|
|
1,935
|
|
|
4,465
|
|
||
Total interest-bearing securities
|
|
$
|
29,418
|
|
|
$
|
41,169
|
|
|
|
Less than 12 months
|
|
12 months or more
|
||||||||||||
Types of securities as of September 30, 2018
|
|
Fair values
|
|
Unrealized losses
|
|
Fair values
|
|
Unrealized losses
|
||||||||
U.S. Treasury notes
|
|
$
|
1,795
|
|
|
$
|
(58
|
)
|
|
$
|
831
|
|
|
$
|
(26
|
)
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
43
|
|
|
(1
|
)
|
|
66
|
|
|
(2
|
)
|
||||
Foreign and other
|
|
855
|
|
|
(38
|
)
|
|
74
|
|
|
(3
|
)
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
2,262
|
|
|
(74
|
)
|
|
397
|
|
|
(15
|
)
|
||||
Industrial
|
|
1,970
|
|
|
(68
|
)
|
|
318
|
|
|
(12
|
)
|
||||
Other
|
|
533
|
|
|
(21
|
)
|
|
13
|
|
|
—
|
|
||||
Residential-mortgage-backed securities
|
|
673
|
|
|
(27
|
)
|
|
782
|
|
|
(35
|
)
|
||||
Other mortgage- and asset-backed securities
|
|
135
|
|
|
(4
|
)
|
|
337
|
|
|
(13
|
)
|
||||
Total
|
|
$
|
8,266
|
|
|
$
|
(291
|
)
|
|
$
|
2,818
|
|
|
$
|
(106
|
)
|
|
|
Less than 12 months
|
|
12 months or more
|
||||||||||||
Types of securities as of December 31, 2017
|
|
Fair values
|
|
Unrealized losses
|
|
Fair values
|
|
Unrealized losses
|
||||||||
U.S. Treasury notes
|
|
$
|
7,728
|
|
|
$
|
(70
|
)
|
|
$
|
195
|
|
|
$
|
(2
|
)
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
188
|
|
|
(1
|
)
|
|
34
|
|
|
(1
|
)
|
||||
Foreign and other
|
|
1,163
|
|
|
(9
|
)
|
|
115
|
|
|
(2
|
)
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
5,928
|
|
|
(28
|
)
|
|
462
|
|
|
(6
|
)
|
||||
Industrial
|
|
5,760
|
|
|
(43
|
)
|
|
612
|
|
|
(9
|
)
|
||||
Other
|
|
868
|
|
|
(4
|
)
|
|
117
|
|
|
(2
|
)
|
||||
Residential-mortgage-backed securities
|
|
1,838
|
|
|
(24
|
)
|
|
276
|
|
|
(6
|
)
|
||||
Other mortgage- and asset-backed securities
|
|
1,777
|
|
|
(12
|
)
|
|
250
|
|
|
(3
|
)
|
||||
Total
|
|
$
|
25,250
|
|
|
$
|
(191
|
)
|
|
$
|
2,061
|
|
|
$
|
(31
|
)
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
288
|
|
|
$
|
232
|
|
Work in process
|
1,771
|
|
|
1,668
|
|
||
Finished goods
|
958
|
|
|
934
|
|
||
Total inventories
|
$
|
3,017
|
|
|
$
|
2,834
|
|
|
Nine months ended
September 30, 2018 |
||
Beginning balance
|
$
|
14,761
|
|
Addition from K-A acquisition
|
6
|
|
|
Currency translation adjustment
|
(83
|
)
|
|
Ending balance
|
$
|
14,684
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
carrying
amounts
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
|
Gross
carrying
amounts
|
|
Accumulated
amortization
|
|
Intangible
assets, net
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed-product-technology rights
|
$
|
12,586
|
|
|
$
|
(7,312
|
)
|
|
$
|
5,274
|
|
|
$
|
12,589
|
|
|
$
|
(6,796
|
)
|
|
$
|
5,793
|
|
Licensing rights
|
3,771
|
|
|
(1,921
|
)
|
|
1,850
|
|
|
3,275
|
|
|
(1,601
|
)
|
|
1,674
|
|
||||||
Marketing-related rights
|
1,285
|
|
|
(982
|
)
|
|
303
|
|
|
1,319
|
|
|
(920
|
)
|
|
399
|
|
||||||
R&D technology rights
|
1,159
|
|
|
(860
|
)
|
|
299
|
|
|
1,161
|
|
|
(804
|
)
|
|
357
|
|
||||||
Total finite-lived intangible assets
|
18,801
|
|
|
(11,075
|
)
|
|
7,726
|
|
|
18,344
|
|
|
(10,121
|
)
|
|
8,223
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-process research and development
|
56
|
|
|
—
|
|
|
56
|
|
|
386
|
|
|
—
|
|
|
386
|
|
||||||
Total other intangible assets
|
$
|
18,857
|
|
|
$
|
(11,075
|
)
|
|
$
|
7,782
|
|
|
$
|
18,730
|
|
|
$
|
(10,121
|
)
|
|
$
|
8,609
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
6.15% notes due 2018 (6.15% 2018 Notes)
|
$
|
—
|
|
|
$
|
500
|
|
4.375% €550 million notes due 2018 (4.375% 2018 euro Notes)
|
648
|
|
|
653
|
|
||
5.70% notes due 2019 (5.70% 2019 Notes)
|
1,000
|
|
|
1,000
|
|
||
1.90% notes due 2019 (1.90% 2019 Notes)
|
700
|
|
|
700
|
|
||
Floating Rate Notes due 2019
|
550
|
|
|
550
|
|
||
2.20% notes due 2019 (2.20% 2019 Notes)
|
1,400
|
|
|
1,400
|
|
||
2.125% €675 million notes due 2019 (2.125% 2019 euro Notes)
|
783
|
|
|
810
|
|
||
4.50% notes due 2020 (4.50% 2020 Notes)
|
300
|
|
|
300
|
|
||
2.125% notes due 2020 (2.125% 2020 Notes)
|
750
|
|
|
750
|
|
||
Floating Rate Notes due 2020
|
300
|
|
|
300
|
|
||
2.20% notes due 2020 (2.20% 2020 Notes)
|
700
|
|
|
700
|
|
||
3.45% notes due 2020 (3.45% 2020 Notes)
|
900
|
|
|
900
|
|
||
4.10% notes due 2021 (4.10% 2021 Notes)
|
1,000
|
|
|
1,000
|
|
||
1.85% notes due 2021 (1.85% 2021 Notes)
|
750
|
|
|
750
|
|
||
3.875% notes due 2021 (3.875% 2021 Notes)
|
1,750
|
|
|
1,750
|
|
||
1.25% €1,250 million notes due 2022 (1.25% 2022 euro Notes)
|
1,451
|
|
|
1,501
|
|
||
2.70% notes due 2022 (2.70% 2022 Notes)
|
500
|
|
|
500
|
|
||
2.65% notes due 2022 (2.65% 2022 Notes)
|
1,500
|
|
|
1,500
|
|
||
3.625% notes due 2022 (3.625% 2022 Notes)
|
750
|
|
|
750
|
|
||
0.41% CHF700 million bonds due 2023 (0.41% 2023 Swiss franc Bonds)
|
713
|
|
|
719
|
|
||
2.25% notes due 2023 (2.25% 2023 Notes)
|
750
|
|
|
750
|
|
||
3.625% notes due 2024 (3.625% 2024 Notes)
|
1,400
|
|
|
1,400
|
|
||
3.125% notes due 2025 (3.125% 2025 Notes)
|
1,000
|
|
|
1,000
|
|
||
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)
|
870
|
|
|
901
|
|
||
2.60% notes due 2026 (2.60% 2026 Notes)
|
1,250
|
|
|
1,250
|
|
||
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)
|
619
|
|
|
642
|
|
||
3.20% notes due 2027 (3.20% 2027 Notes)
|
1,000
|
|
|
1,000
|
|
||
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)
|
912
|
|
|
946
|
|
||
6.375% notes due 2037 (6.375% 2037 Notes)
|
552
|
|
|
552
|
|
||
6.90% notes due 2038 (6.90% 2038 Notes)
|
291
|
|
|
291
|
|
||
6.40% notes due 2039 (6.40% 2039 Notes)
|
466
|
|
|
466
|
|
||
5.75% notes due 2040 (5.75% 2040 Notes)
|
412
|
|
|
412
|
|
||
4.95% notes due 2041 (4.95% 2041 Notes)
|
600
|
|
|
600
|
|
||
5.15% notes due 2041 (5.15% 2041 Notes)
|
974
|
|
|
974
|
|
||
5.65% notes due 2042 (5.65% 2042 Notes)
|
487
|
|
|
487
|
|
||
5.375% notes due 2043 (5.375% 2043 Notes)
|
261
|
|
|
261
|
|
||
4.40% notes due 2045 (4.40% 2045 Notes)
|
2,250
|
|
|
2,250
|
|
||
4.563% notes due 2048 (4.563% 2048 Notes)
|
1,415
|
|
|
1,415
|
|
||
4.663% notes due 2051 (4.663% 2051 Notes)
|
3,541
|
|
|
3,541
|
|
||
Other notes due 2097
|
100
|
|
|
100
|
|
||
Unamortized discounts, premiums, issuance costs and fair value adjustments, net
|
(1,168
|
)
|
|
(929
|
)
|
||
Total carrying value of debt
|
34,427
|
|
|
35,342
|
|
||
Less current portion
|
(5,077
|
)
|
|
(1,152
|
)
|
||
Total long-term debt
|
$
|
29,350
|
|
|
$
|
34,190
|
|
|
2018
|
|
2017
|
||||||||||
|
Shares *
|
|
Dollars
|
|
Shares
|
|
Dollars
|
||||||
First quarter
|
56.4
|
|
|
$
|
10,787
|
|
|
3.4
|
|
|
$
|
555
|
|
Second quarter
|
18.2
|
|
|
3,190
|
|
|
6.2
|
|
|
1,006
|
|
||
Third quarter
|
8.7
|
|
|
1,713
|
|
|
4.4
|
|
|
769
|
|
||
Total stock repurchases
|
83.4
|
|
|
$
|
15,690
|
|
|
14.0
|
|
|
$
|
2,330
|
|
|
Foreign
currency
translation
|
|
Cash flow
hedges
|
|
Available-for-sale
securities
|
|
Other
|
|
AOCI
|
||||||||||
Balance as of December 31, 2017
|
$
|
(529
|
)
|
|
$
|
(6
|
)
|
|
$
|
(144
|
)
|
|
$
|
—
|
|
|
$
|
(679
|
)
|
Cumulative effect of change in accounting principle, net of tax
(1)
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Foreign currency translation adjustments
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Unrealized gains (losses)
|
—
|
|
|
149
|
|
|
(482
|
)
|
|
—
|
|
|
(333
|
)
|
|||||
Reclassification adjustments to income
|
—
|
|
|
(130
|
)
|
|
134
|
|
|
—
|
|
|
4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Income taxes
|
—
|
|
|
(13
|
)
|
|
5
|
|
|
—
|
|
|
(8
|
)
|
|||||
Balance as of March 31, 2018
|
(500
|
)
|
|
—
|
|
|
(496
|
)
|
|
2
|
|
|
(994
|
)
|
|||||
Foreign currency translation adjustments
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||||
Unrealized losses
|
—
|
|
|
(34
|
)
|
|
(106
|
)
|
|
—
|
|
|
(140
|
)
|
|||||
Reclassification adjustments to income
|
—
|
|
|
318
|
|
|
115
|
|
|
—
|
|
|
433
|
|
|||||
Income taxes
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|||||
Balance as of June 30, 2018
|
(611
|
)
|
|
223
|
|
|
(487
|
)
|
|
2
|
|
|
(873
|
)
|
|||||
Foreign currency translation adjustments
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||||
Unrealized gains (losses)
|
—
|
|
|
19
|
|
|
(7
|
)
|
|
—
|
|
|
12
|
|
|||||
Reclassification adjustments to income
|
—
|
|
|
33
|
|
|
103
|
|
|
—
|
|
|
136
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Income taxes
|
—
|
|
|
(11
|
)
|
|
1
|
|
|
—
|
|
|
(10
|
)
|
|||||
Balance as of September 30, 2018
|
$
|
(682
|
)
|
|
$
|
264
|
|
|
$
|
(390
|
)
|
|
$
|
(1
|
)
|
|
$
|
(809
|
)
|
(1)
|
See Note 1, Summary of significant accounting policies, for additional information regarding the adoption on January 1, 2018, of the new accounting standard related to the classification and measurement of financial instruments and the related cumulative effect from the change in accounting principle.
|
|
|
Three months ended
September 30, |
|
|
||||||
Components of AOCI
|
|
2018
|
|
2017
|
|
Condensed Consolidated
Statements of Income locations
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency contract gains (losses)
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
Product sales
|
Cross-currency swap contract (losses) gains
|
|
(36
|
)
|
|
143
|
|
|
Interest and other income, net
|
||
Forward interest rate contract losses
|
|
—
|
|
|
(1
|
)
|
|
Interest expense, net
|
||
|
|
(33
|
)
|
|
140
|
|
|
Income before income taxes
|
||
|
|
7
|
|
|
(49
|
)
|
|
Provision for income taxes
|
||
|
|
$
|
(26
|
)
|
|
$
|
91
|
|
|
Net income
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||
Net realized (losses) gains
|
|
$
|
(103
|
)
|
|
$
|
26
|
|
|
Interest and other income, net
|
|
|
1
|
|
|
(5
|
)
|
|
Provision for income taxes
|
||
|
|
$
|
(102
|
)
|
|
$
|
21
|
|
|
Net income
|
|
|
Nine months ended
September 30, |
|
|
||||||
Components of AOCI
|
|
2018
|
|
2017
|
|
Condensed Consolidated
Statements of Income locations |
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency contract (losses) gains
|
|
$
|
(51
|
)
|
|
$
|
88
|
|
|
Product sales
|
Cross-currency swap contract (losses) gains
|
|
(170
|
)
|
|
514
|
|
|
Interest and other income, net
|
||
Forward interest rate contract losses
|
|
—
|
|
|
(1
|
)
|
|
Interest expense, net
|
||
|
|
(221
|
)
|
|
601
|
|
|
Income before income taxes
|
||
|
|
47
|
|
|
(213
|
)
|
|
Provision for income taxes
|
||
|
|
$
|
(174
|
)
|
|
$
|
388
|
|
|
Net income
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||
Net realized losses
|
|
$
|
(352
|
)
|
|
$
|
(70
|
)
|
|
Interest and other income, net
|
|
|
3
|
|
|
(7
|
)
|
|
Provision for income taxes
|
||
|
|
$
|
(349
|
)
|
|
$
|
(77
|
)
|
|
Net income
|
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, 2018, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest-bearing securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury notes
|
|
$
|
2,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,626
|
|
U.S. Treasury bills
|
|
5,376
|
|
|
—
|
|
|
—
|
|
|
5,376
|
|
||||
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||
Foreign and other
|
|
—
|
|
|
1,008
|
|
|
—
|
|
|
1,008
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
2,697
|
|
|
—
|
|
|
2,697
|
|
||||
Industrial
|
|
—
|
|
|
2,578
|
|
|
—
|
|
|
2,578
|
|
||||
Other
|
|
—
|
|
|
573
|
|
|
—
|
|
|
573
|
|
||||
Residential-mortgage-backed securities
|
|
—
|
|
|
1,462
|
|
|
—
|
|
|
1,462
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
473
|
|
|
—
|
|
|
473
|
|
||||
Money market mutual funds
|
|
8,955
|
|
|
—
|
|
|
—
|
|
|
8,955
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
3,561
|
|
|
—
|
|
|
3,561
|
|
||||
Equity securities
|
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
261
|
|
|
—
|
|
|
261
|
|
||||
Total assets
|
|
$
|
17,174
|
|
|
$
|
12,843
|
|
|
$
|
—
|
|
|
$
|
30,017
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Cross-currency swap contracts
|
|
—
|
|
|
306
|
|
|
—
|
|
|
306
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
||||
Contingent consideration obligations
|
|
—
|
|
|
—
|
|
|
66
|
|
|
66
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
665
|
|
|
$
|
66
|
|
|
$
|
731
|
|
|
|
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, 2017, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest-bearing securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury notes
|
|
$
|
8,242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,242
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
||||
Foreign and other
|
|
—
|
|
|
2,422
|
|
|
—
|
|
|
2,422
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
10,072
|
|
|
—
|
|
|
10,072
|
|
||||
Industrial
|
|
—
|
|
|
9,670
|
|
|
—
|
|
|
9,670
|
|
||||
Other
|
|
—
|
|
|
1,390
|
|
|
—
|
|
|
1,390
|
|
||||
Residential-mortgage-backed securities
|
|
—
|
|
|
2,168
|
|
|
—
|
|
|
2,168
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
2,297
|
|
||||
Money market mutual funds
|
|
3,245
|
|
|
—
|
|
|
—
|
|
|
3,245
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
1,440
|
|
|
—
|
|
|
1,440
|
|
||||
Equity securities
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Total assets
|
|
$
|
11,636
|
|
|
$
|
29,968
|
|
|
$
|
—
|
|
|
$
|
41,604
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
204
|
|
Cross-currency swap contracts
|
|
—
|
|
|
220
|
|
|
—
|
|
|
220
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||
Contingent consideration obligations
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
485
|
|
|
$
|
69
|
|
|
$
|
554
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Beginning balance
|
$
|
72
|
|
|
$
|
182
|
|
|
$
|
69
|
|
|
$
|
179
|
|
Addition from K-A acquisition
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Net changes in valuations
|
(6
|
)
|
|
(114
|
)
|
|
(48
|
)
|
|
(111
|
)
|
||||
Ending balance
|
$
|
66
|
|
|
$
|
68
|
|
|
$
|
66
|
|
|
$
|
68
|
|
|
|
Foreign currency
|
|
U.S. dollars
|
||||||||||
Hedged notes
|
|
Notional amounts
|
|
Interest rates
|
|
Notional amounts
|
|
Interest rates
|
||||||
2.125% 2019 euro Notes
|
|
€
|
675
|
|
|
2.125
|
%
|
|
$
|
864
|
|
|
2.6
|
%
|
1.25% 2022 euro Notes
|
|
€
|
1,250
|
|
|
1.25
|
%
|
|
$
|
1,388
|
|
|
3.2
|
%
|
0.41% 2023 Swiss franc Bonds
|
|
CHF
|
700
|
|
|
0.41
|
%
|
|
$
|
704
|
|
|
3.4
|
%
|
2.00% 2026 euro Notes
|
|
€
|
750
|
|
|
2.00
|
%
|
|
$
|
833
|
|
|
3.9
|
%
|
5.50% 2026 pound sterling Notes
|
|
£
|
475
|
|
|
5.50
|
%
|
|
$
|
747
|
|
|
6.0
|
%
|
4.00% 2029 pound sterling Notes
|
|
£
|
700
|
|
|
4.00
|
%
|
|
$
|
1,111
|
|
|
4.5
|
%
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
Derivatives in cash flow hedging relationships
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Foreign currency contracts
|
|
$
|
41
|
|
|
$
|
(110
|
)
|
|
$
|
233
|
|
|
$
|
(360
|
)
|
Cross-currency swap contracts
|
|
(22
|
)
|
|
165
|
|
|
(99
|
)
|
|
446
|
|
||||
Forward interest rate contracts
|
|
—
|
|
|
10
|
|
|
—
|
|
|
13
|
|
||||
Total unrealized gains
|
|
$
|
19
|
|
|
$
|
65
|
|
|
$
|
134
|
|
|
$
|
99
|
|
|
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
Derivatives in cash flow hedging relationships
|
|
Condensed Consolidated
Statements of Income locations
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Foreign currency contracts
|
|
Product sales
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
$
|
(51
|
)
|
|
$
|
88
|
|
Cross-currency swap contracts
|
|
Interest and other income, net
|
|
(36
|
)
|
|
143
|
|
|
(170
|
)
|
|
514
|
|
||||
Forward interest rate contracts
|
|
Interest expense, net
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total realized (losses) gains
|
|
|
|
$
|
(33
|
)
|
|
$
|
140
|
|
|
$
|
(221
|
)
|
|
$
|
601
|
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
Derivatives in fair value hedging relationships
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net unrealized (losses) gains recognized for interest rate swap contracts
|
|
$
|
(44
|
)
|
|
$
|
(17
|
)
|
|
$
|
(259
|
)
|
|
$
|
1
|
|
Net unrealized gains (losses) recognized for related hedged debt
|
|
$
|
44
|
|
|
$
|
17
|
|
|
$
|
259
|
|
|
$
|
(1
|
)
|
|
|
Carrying amounts of hedged liabilities
(1)
|
|
Cumulative amounts of fair value hedging adjustments related to the carrying amounts of the hedged liabilities
(2)
|
||||||||||||
Condensed Consolidated Balance Sheet locations
|
|
September 30, 2018
|
|
December 31, 2017
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
Current portion of long-term debt
|
|
$
|
2,397
|
|
|
$
|
500
|
|
|
$
|
(2
|
)
|
|
$
|
23
|
|
Long-term debt
|
|
$
|
7,859
|
|
|
$
|
10,516
|
|
|
$
|
(264
|
)
|
|
$
|
(11
|
)
|
(1)
|
Current portion of long-term debt includes
$1.0 billion
and
$500 million
of carrying value with discontinued hedging relationships as of
September 30, 2018
and
December 31, 2017
, respectively. Long-term debt includes
$137 million
and
$1.1 billion
of carrying value with discontinued hedging relationships as of
September 30, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Current portion of long-term debt includes
$7 million
and
$23 million
of hedging adjustments on discontinued hedging relationships as of
September 30, 2018
and
December 31, 2017
, respectively. Long-term debt includes
$37 million
and
$40 million
of hedging adjustments on discontinued hedging relationships as of
September 30, 2018
and
December 31, 2017
, respectively.
|
|
|
Three months ended
September 30, 2018 |
|
Nine months ended
September 30, 2018 |
||||||||||||||||||||
|
|
Product sales
|
|
Interest and other income, net
|
|
Interest (expense), net
|
|
Product sales
|
|
Interest and other income, net
|
|
Interest (expense), net
|
||||||||||||
Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income
|
|
$
|
5,510
|
|
|
$
|
126
|
|
|
$
|
(355
|
)
|
|
$
|
16,532
|
|
|
$
|
519
|
|
|
$
|
(1,040
|
)
|
The effects of cash flow and fair value hedging:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gains (losses) on cash flow hedging relationships reclassified out of AOCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(51
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contracts
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(170
|
)
|
|
$
|
—
|
|
Gains (losses) on fair value hedging relationships—interest rate swap agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedged items
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278
|
|
Derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(259
|
)
|
(1)
|
The amounts include benefits of
$4 million
and
$19 million
related to the amortization of the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged debt for discontinued hedging relationships for the three and nine months ended
September 30, 2018
, respectively.
|
|
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
Derivatives not designated as hedging instruments
|
|
Condensed Consolidated
Statements of Income location
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Foreign currency contracts
|
|
Interest and other income, net
|
|
$
|
11
|
|
|
$
|
(2
|
)
|
|
$
|
44
|
|
|
$
|
12
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
September 30, 2018
|
|
Condensed Consolidated
Balance Sheet locations
|
|
Fair values
|
|
Condensed Consolidated
Balance Sheet locations |
|
Fair values
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets/ Other assets
|
|
$
|
121
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
49
|
|
Cross-currency swap contracts
|
|
Other current assets/ Other assets
|
|
261
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
306
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other assets
|
|
—
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
310
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
382
|
|
|
|
|
$
|
665
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
December 31, 2017
|
|
Condensed Consolidated
Balance Sheet locations
|
|
Fair values
|
|
Condensed Consolidated
Balance Sheet locations |
|
Fair values
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets/ Other assets
|
|
$
|
6
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
204
|
|
Cross-currency swap contracts
|
|
Other current assets/ Other assets
|
|
270
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
220
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other assets
|
|
10
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
61
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
286
|
|
|
|
|
$
|
485
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
In October 2018, we introduced a set of new National Drug Codes (NDCs) to make Repatha
®
available at the lower list price of $5,850 per year to address affordability for patients, particularly those on Medicare.
|
•
|
In September 2018, we announced that the FDA granted Breakthrough Therapy Designation for tezepelumab in patients with severe asthma without an eosinophilic phenotype. Tezepelumab is being jointly developed in collaboration with AstraZeneca plc.
|
•
|
In August 2018, we announced that the European Commission approved an expanded indication for BLINCYTO
®
as monotherapy for the treatment of pediatric patients aged one year or older with Philadelphia chromosome-negative CD19 positive B-cell precursor acute lymphoblastic leukemia (ALL), which is refractory or in relapse after receiving at least two prior therapies or in relapse after receiving prior allogeneic hematopoietic stem cell transplantation.
|
•
|
In October 2018, we announced that the FDA approved the supplemental New Drug Application to expand the Prescribing Information for KYPROLIS
®
to include a once-weekly dosing option in combination with dexamethasone for patients with relapsed or refractory multiple myeloma. The approval is based on data from the phase 3 ARROW (RAndomized, Open-label, Phase 3 Study in Subjects with Relapsed and Refractory Multiple Myeloma Receiving Carfilzomib in Combination with Dexamethasone, Comparing Once-Weekly versus Twice-Weekly Carfilzomib Dosing) study, which demonstrated that KYPROLIS
®
administered once-weekly at 70 mg/m
2
with dexamethasone achieved superior progression-free survival and overall response rates, with a comparable safety profile, versus twice-weekly KYPROLIS
®
administered at a dose of 27 mg/m
2
in combination with dexamethasone.
|
•
|
In October 2018, we announced that AMGEVITA™ began launching in markets across Europe beginning in October 2018.
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
$
|
4,260
|
|
|
$
|
4,297
|
|
|
(1
|
)%
|
|
$
|
12,774
|
|
|
$
|
12,778
|
|
|
—
|
%
|
ROW
|
1,250
|
|
|
1,156
|
|
|
8
|
%
|
|
3,758
|
|
|
3,448
|
|
|
9
|
%
|
||||
Total product sales
|
5,510
|
|
|
5,453
|
|
|
1
|
%
|
|
16,532
|
|
|
16,226
|
|
|
2
|
%
|
||||
Other revenues
|
394
|
|
|
320
|
|
|
23
|
%
|
|
985
|
|
|
821
|
|
|
20
|
%
|
||||
Total revenues
|
$
|
5,904
|
|
|
$
|
5,773
|
|
|
2
|
%
|
|
$
|
17,517
|
|
|
$
|
17,047
|
|
|
3
|
%
|
Operating expenses
|
$
|
3,581
|
|
|
$
|
3,334
|
|
|
7
|
%
|
|
$
|
9,636
|
|
|
$
|
9,319
|
|
|
3
|
%
|
Operating income
|
$
|
2,323
|
|
|
$
|
2,439
|
|
|
(5
|
)%
|
|
$
|
7,881
|
|
|
$
|
7,728
|
|
|
2
|
%
|
Net income
|
$
|
1,859
|
|
|
$
|
2,021
|
|
|
(8
|
)%
|
|
$
|
6,466
|
|
|
$
|
6,243
|
|
|
4
|
%
|
Diluted EPS
|
$
|
2.86
|
|
|
$
|
2.76
|
|
|
4
|
%
|
|
$
|
9.61
|
|
|
$
|
8.46
|
|
|
14
|
%
|
Diluted shares
|
649
|
|
|
733
|
|
|
(11
|
)%
|
|
673
|
|
|
738
|
|
|
(9
|
)%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
ENBREL
|
$
|
1,292
|
|
|
$
|
1,363
|
|
|
(5
|
)%
|
|
$
|
3,699
|
|
|
$
|
4,010
|
|
|
(8
|
)%
|
Neulasta
®
|
1,051
|
|
|
1,123
|
|
|
(6
|
)%
|
|
3,306
|
|
|
3,420
|
|
|
(3
|
)%
|
||||
Prolia
®
|
532
|
|
|
464
|
|
|
15
|
%
|
|
1,636
|
|
|
1,394
|
|
|
17
|
%
|
||||
Aranesp
®
|
477
|
|
|
516
|
|
|
(8
|
)%
|
|
1,403
|
|
|
1,562
|
|
|
(10
|
)%
|
||||
XGEVA®
|
433
|
|
|
387
|
|
|
12
|
%
|
|
1,330
|
|
|
1,184
|
|
|
12
|
%
|
||||
Sensipar
®
/Mimpara
®
|
409
|
|
|
457
|
|
|
(11
|
)%
|
|
1,326
|
|
|
1,305
|
|
|
2
|
%
|
||||
EPOGEN
®
|
252
|
|
|
264
|
|
|
(5
|
)%
|
|
746
|
|
|
826
|
|
|
(10
|
)%
|
||||
Other products
|
1,064
|
|
|
879
|
|
|
21
|
%
|
|
3,086
|
|
|
2,525
|
|
|
22
|
%
|
||||
Total product sales
|
$
|
5,510
|
|
|
$
|
5,453
|
|
|
1
|
%
|
|
$
|
16,532
|
|
|
$
|
16,226
|
|
|
2
|
%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
ENBREL — U.S.
|
$
|
1,242
|
|
|
$
|
1,309
|
|
|
(5
|
)%
|
|
$
|
3,544
|
|
|
$
|
3,838
|
|
|
(8
|
)%
|
ENBREL — Canada
|
50
|
|
|
54
|
|
|
(7
|
)%
|
|
155
|
|
|
172
|
|
|
(10
|
)%
|
||||
Total ENBREL
|
$
|
1,292
|
|
|
$
|
1,363
|
|
|
(5
|
)%
|
|
$
|
3,699
|
|
|
$
|
4,010
|
|
|
(8
|
)%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Neulasta
®
— U.S.
|
$
|
897
|
|
|
$
|
977
|
|
|
(8
|
)%
|
|
$
|
2,854
|
|
|
$
|
2,962
|
|
|
(4
|
)%
|
Neulasta
®
— ROW
|
154
|
|
|
146
|
|
|
5
|
%
|
|
452
|
|
|
458
|
|
|
(1
|
)%
|
||||
Total Neulasta
®
|
$
|
1,051
|
|
|
$
|
1,123
|
|
|
(6
|
)%
|
|
$
|
3,306
|
|
|
$
|
3,420
|
|
|
(3
|
)%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Prolia
®
— U.S.
|
$
|
354
|
|
|
$
|
298
|
|
|
19
|
%
|
|
$
|
1,070
|
|
|
$
|
903
|
|
|
18
|
%
|
Prolia
®
— ROW
|
178
|
|
|
166
|
|
|
7
|
%
|
|
566
|
|
|
491
|
|
|
15
|
%
|
||||
Total Prolia
®
|
$
|
532
|
|
|
$
|
464
|
|
|
15
|
%
|
|
$
|
1,636
|
|
|
$
|
1,394
|
|
|
17
|
%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Aranesp
®
— U.S.
|
$
|
248
|
|
|
$
|
285
|
|
|
(13
|
)%
|
|
$
|
714
|
|
|
$
|
851
|
|
|
(16
|
)%
|
Aranesp
®
— ROW
|
229
|
|
|
231
|
|
|
(1
|
)%
|
|
689
|
|
|
711
|
|
|
(3
|
)%
|
||||
Total Aranesp
®
|
$
|
477
|
|
|
$
|
516
|
|
|
(8
|
)%
|
|
$
|
1,403
|
|
|
$
|
1,562
|
|
|
(10
|
)%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
XGEVA
®
— U.S.
|
$
|
323
|
|
|
$
|
282
|
|
|
15
|
%
|
|
$
|
994
|
|
|
$
|
872
|
|
|
14
|
%
|
XGEVA
®
— ROW
|
110
|
|
|
105
|
|
|
5
|
%
|
|
336
|
|
|
312
|
|
|
8
|
%
|
||||
Total XGEVA
®
|
$
|
433
|
|
|
$
|
387
|
|
|
12
|
%
|
|
$
|
1,330
|
|
|
$
|
1,184
|
|
|
12
|
%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Sensipar
®
— U.S.
|
$
|
330
|
|
|
$
|
373
|
|
|
(12
|
)%
|
|
$
|
1,069
|
|
|
$
|
1,052
|
|
|
2
|
%
|
Sensipar
®
/Mimpara
®
— ROW
|
79
|
|
|
84
|
|
|
(6
|
)%
|
|
257
|
|
|
253
|
|
|
2
|
%
|
||||
Total Sensipar
®
/Mimpara
®
|
$
|
409
|
|
|
$
|
457
|
|
|
(11
|
)%
|
|
$
|
1,326
|
|
|
$
|
1,305
|
|
|
2
|
%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
EPOGEN
®
— U.S.
|
$
|
252
|
|
|
$
|
264
|
|
|
(5
|
)%
|
|
$
|
746
|
|
|
$
|
826
|
|
|
(10
|
)%
|
|
Three months ended
September 30, |
|
|
|
Nine months ended
September 30, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
KYPROLIS
®
— U.S.
|
$
|
142
|
|
|
$
|
135
|
|
|
5
|
%
|
|
$
|
430
|
|
|
$
|
412
|
|
|
4
|
%
|
KYPROLIS
®
— ROW
|
90
|
|
|
72
|
|
|
25
|
%
|
|
287
|
|
|
196
|
|
|
46
|
%
|
||||
Nplate
®
— U.S.
|
107
|
|
|
96
|
|
|
11
|
%
|
|
326
|
|
|
292
|
|
|
12
|
%
|
||||
Nplate
®
— ROW
|
70
|
|
|
63
|
|
|
11
|
%
|
|
209
|
|
|
185
|
|
|
13
|
%
|
||||
Vectibix
®
— U.S.
|
71
|
|
|
65
|
|
|
9
|
%
|
|
214
|
|
|
188
|
|
|
14
|
%
|
||||
Vectibix
®
— ROW
|
110
|
|
|
103
|
|
|
7
|
%
|
|
309
|
|
|
295
|
|
|
5
|
%
|
||||
Repatha
®
— U.S.
|
72
|
|
|
62
|
|
|
16
|
%
|
|
254
|
|
|
155
|
|
|
64
|
%
|
||||
Repatha
®
— ROW
|
48
|
|
|
27
|
|
|
78
|
%
|
|
137
|
|
|
66
|
|
|
*
|
|
||||
NEUPOGEN
®
— U.S.
|
52
|
|
|
96
|
|
|
(46
|
)%
|
|
180
|
|
|
287
|
|
|
(37
|
)%
|
||||
NEUPOGEN
®
— ROW
|
33
|
|
|
42
|
|
|
(21
|
)%
|
|
110
|
|
|
136
|
|
|
(19
|
)%
|
||||
Parsabiv
®
— U.S.
|
92
|
|
|
—
|
|
|
*
|
|
|
194
|
|
|
—
|
|
|
*
|
|
||||
Parsabiv
®
— ROW
|
10
|
|
|
2
|
|
|
*
|
|
|
22
|
|
|
2
|
|
|
*
|
|
||||
BLINCYTO
®
— U.S.
|
33
|
|
|
34
|
|
|
(3
|
)%
|
|
97
|
|
|
85
|
|
|
14
|
%
|
||||
BLINCYTO
®
— ROW
|
25
|
|
|
18
|
|
|
39
|
%
|
|
70
|
|
|
44
|
|
|
59
|
%
|
||||
Aimovig
®
— U.S.
|
22
|
|
|
—
|
|
|
*
|
|
|
24
|
|
|
—
|
|
|
*
|
|
||||
Other — U.S.
|
23
|
|
|
21
|
|
|
10
|
%
|
|
64
|
|
|
55
|
|
|
16
|
%
|
||||
Other — ROW
|
64
|
|
|
43
|
|
|
49
|
%
|
|
159
|
|
|
127
|
|
|
25
|
%
|
||||
Total other products
|
$
|
1,064
|
|
|
$
|
879
|
|
|
21
|
%
|
|
$
|
3,086
|
|
|
$
|
2,525
|
|
|
22
|
%
|
Total U.S. — other products
|
$
|
614
|
|
|
$
|
509
|
|
|
21
|
%
|
|
$
|
1,783
|
|
|
$
|
1,474
|
|
|
21
|
%
|
Total ROW — other products
|
450
|
|
|
370
|
|
|
22
|
%
|
|
1,303
|
|
|
1,051
|
|
|
24
|
%
|
||||
Total other products
|
$
|
1,064
|
|
|
$
|
879
|
|
|
21
|
%
|
|
$
|
3,086
|
|
|
$
|
2,525
|
|
|
22
|
%
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest expense, net
|
$
|
355
|
|
|
$
|
325
|
|
|
$
|
1,040
|
|
|
$
|
972
|
|
Interest and other income, net
|
$
|
126
|
|
|
$
|
267
|
|
|
$
|
519
|
|
|
$
|
627
|
|
Provision for income taxes
|
$
|
235
|
|
|
$
|
360
|
|
|
$
|
894
|
|
|
$
|
1,140
|
|
Effective tax rate
|
11.2
|
%
|
|
15.1
|
%
|
|
12.1
|
%
|
|
15.4
|
%
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Cash, cash equivalents and marketable securities
|
$
|
29,921
|
|
|
$
|
41,678
|
|
Total assets
|
$
|
67,333
|
|
|
$
|
79,954
|
|
Current portion of long-term debt
|
$
|
5,077
|
|
|
$
|
1,152
|
|
Long-term debt
|
$
|
29,350
|
|
|
$
|
34,190
|
|
Stockholders’ equity
|
$
|
14,349
|
|
|
$
|
25,241
|
|
|
Nine months ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
$
|
8,102
|
|
|
$
|
8,165
|
|
Net cash provided by (used in) investing activities
|
$
|
18,976
|
|
|
$
|
(3,946
|
)
|
Net cash used in financing activities
|
$
|
(18,922
|
)
|
|
$
|
(4,460
|
)
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
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)
|
||||||
July 1 - 31
|
|
3,018,400
|
|
|
$
|
191.69
|
|
|
3,018,400
|
|
|
$
|
4,814,509,041
|
|
August 1 - 31
|
|
3,197,500
|
|
|
$
|
197.03
|
|
|
3,197,500
|
|
|
$
|
4,184,499,911
|
|
September 1 - 30
|
|
2,498,600
|
|
|
$
|
202.12
|
|
|
2,498,600
|
|
|
$
|
3,679,470,791
|
|
Total
|
|
8,714,500
|
|
|
$
|
196.64
|
|
|
8,714,500
|
|
|
|
Item 6.
|
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 February 15, 2016.) (Filed as an exhibit to Form 8-K on February 17, 2016 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 14, 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 April 8, 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
|
|
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.)
|
|
|
|
4.9
|
|
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.)
|
|
|
|
4.10
|
|
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, 2008 and incorporated herein by reference.)
|
|
|
|
4.11
|
|
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.)
|
|
|
|
4.12
|
|
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 12, 2010 and incorporated herein by reference.)
|
|
|
|
4.13
|
|
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.)
|
|
|
|
4.14
|
|
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.)
|
|
|
|
4.15
|
|
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.)
|
|
|
|
4.16
|
|
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.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.5+
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 12, 2017.)
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)
|
|
|
|
10.6+
|
|
Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, 2017.)
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2017 and incorporated herein by reference.)
|
|
|
|
10.7+
|
|
Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, 2017.)
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)
|
|
|
|
10.8+
|
|
Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.)
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)
|
|
|
|
10.9+
|
|
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.)
|
|
|
|
10.10+
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.)
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)
|
|
|
|
10.11+
|
|
Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program.
(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)
|
|
|
|
10.12+
|
|
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.)
|
|
|
|
10.13+
|
|
First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 14, 2016.
(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.)
|
|
|
|
10.14+
|
|
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.)
|
|
|
|
10.15+
|
|
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.)
|
|
|
|
10.16+
|
|
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.)
|
|
|
|
10.17+
|
|
Second Amendment to the Amgen Inc. Executive Incentive Plan, effective January 1, 2017.
(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)
|
|
|
|
10.18+
|
|
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.)
|
|
|
|
10.19+
|
|
First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 14, 2016.
(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.)
|
|
|
|
10.20+
|
|
Agreement between Amgen Inc. and David W. Meline, effective July 21, 2014.
(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2014 on October 29, 2014 and incorporated herein by reference.)
|
|
|
|
10.21+
|
|
Agreement between Amgen Inc. and Jonathan Graham, dated May 11, 2015.
(Filed as an exhibit to Form 10-Q/A for the quarter ended June 30, 2015 on August 6, 2015 and incorporated herein by reference.)
|
|
|
|
10.22+
|
|
Agreement between Amgen Inc. and Lori Johnston, dated October 25, 2016.
(Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.)
|
|
|
|
10.23+*
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.39
|
|
Amendment No. 1 to the Collaboration Agreement, dated March 20, 2018, by and between Novartis Pharma AG and Amgen Inc. (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, 2018 on April 25, 2018 and incorporated herein by reference.)
|
|
|
|
31*
|
|
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32**
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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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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Amgen Inc.
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(Registrant)
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Date:
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October 30, 2018
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By:
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/
S
/ DAVID W. MELINE
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David W. Meline
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Amgen
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
805.447.1000
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1.
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Report to work at Amgen or another location to which you are required to travel and perform the regular duties of your employment.
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2.
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Contact the Amgen Benefits Center at 1-800-97AMGEN, to enroll within 31 days of your hire date.
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3.
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Meet all other eligibility requirements under the plan.
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A)
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Sign and date the Amgen New Staff Member Letter and Certification and return it with your signed offer letter.
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B)
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Complete, date and sign the Amgen Proprietary Information and Inventions Agreement and return it with your signed offer letter.
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C)
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Date and sign the enclosed Mutual Agreement to Arbitrate Claims and return it with your signed offer letter.
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D)
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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.
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E)
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For California non-exempt staff only, sign and date the Notice To Employee, Labor Code 2810.5
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•
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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.
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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.
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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.
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•
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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.
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•
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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.
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Do not begin any work for the Company before your employment with your Prior Employers has officially ended.
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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.
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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.
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•
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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.
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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 i ndi cate N/A. Do not leave blank.
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Non-Compete/Non-Solicitation Agreement and General Release
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Bristol-Myers Squibb
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June 2010
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Non-Compete/Non-Solicitation Agreement and General Release
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Bristol-Myers Squibb
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June 2014
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Award Agreements
(Attach additional sheets, if necessary)
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Bristol-Myers Squibb
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Various
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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.
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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.
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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.
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1.
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The amount of the Bonus is described in the offer letter (as may be amended) that was provided separately to me.
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2.
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The Bonus will generally be paid to me as an advance after thirty (30) days following my start date with Amgen, and 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 the Bonus with the expectation that I will not resign my employment during this two-year period.
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3.
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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 or are terminated for cause 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 if I resign my employment for any reason or are terminated for cause 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.
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4.
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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.
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5.
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I understand that this agreement shall be governed by the law of the State of California.
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6.
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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.
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7.
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The provisions of this agreement are severable. If any part is found to be unenforceable, all other provisions shall remain fully valid and enforceable.
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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 or are terminated for cause within 730 days of my start date with Amgen. Upon my resignation or termination, 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:
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Days Since Start Date
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% of Gross Cost of Relocation Benefits to be Reimbursed to Amgen
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0 to 365 days
366- 730 days
Over 730 days
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100 %
50 %
0 %
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6.
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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.
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7.
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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.
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8.
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I understand that this agreement shall be governed by the law of the State of California.
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9.
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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.
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10.
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The provisions of this agreement are severable. If any part is found to be unenforceable, all other provisions shall remain fully valid and enforceable.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Amgen Inc.;
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2.
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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;
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3.
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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;
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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)
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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;
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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)
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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
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(d)
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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
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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)
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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: October 30, 2018
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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 Quarterly Report on Form 10-Q of Amgen Inc.;
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2.
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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;
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3.
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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;
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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)
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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;
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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)
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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
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(d)
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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
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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)
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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: October 30, 2018
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/s/ DAVID W. MELINE
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David W. Meline
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Executive Vice President and Chief Financial Officer
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(i)
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the accompanying Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2018
(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)
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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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Date: October 30, 2018
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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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(i)
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the accompanying Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2018
(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)
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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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Date: October 30, 2018
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/s/ DAVID W. MELINE
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David W. Meline
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Executive Vice President and Chief Financial Officer
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