Delaware
|
|
001-37702
|
|
95-3540776
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|||
One Amgen Center Drive
|
|
|
||
Thousand Oaks
|
|
|
||
California
|
|
91320-1799
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
☐
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.0001 par value
|
AMGN
|
The NASDAQ Global Select Market
|
1.250% Senior Notes Due 2022
|
AMGN22
|
New York Stock Exchange
|
2.000% Senior Notes Due 2026
|
AMGN26
|
New York Stock Exchange
|
•
|
Otezla® Product Line of Celgene Corporation and Subsidiaries’ audited special-purpose statements as of December 31, 2018 and the year ended December 31, 2018; and
|
•
|
Otezla® Product Line of Celgene Corporation and Subsidiaries’ unaudited special-purpose statements as of September 30, 2019 and December 31, 2018 (audited) and for the nine months ended September 30, 2019 and 2018.
|
•
|
Unaudited pro forma condensed combined income statement for the year ended December 31, 2018 and the unaudited pro forma condensed combined balance sheet and income statement as of and for the nine months ended September 30, 2019.
|
99.1
|
|
|
|
99.2
|
|
|
|
99.3
|
|
|
|
99.4
|
|
|
|
104
|
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
|
|
|
|
|
|
AMGEN INC.
|
||
|
|
|
|
|
Date: January 24, 2020
|
|
By:
|
|
/s/ Peter H. Griffith
|
|
|
Name:
|
|
Peter H. Griffith
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
/s/ KPMG LLP
|
|
|
|
|
|
|
|
|
|
Short Hills, New Jersey
|
|
|
|
|
November 20, 2019
|
|
|
|
|
|
December 31,
2018
|
|||
|
||||
Assets acquired
|
|
|
||
Current assets:
|
|
|
||
Inventory
|
$
|
70,420
|
|
|
Total current assets
|
70,420
|
|
||
Total assets acquired
|
$
|
70,420
|
|
|
Liabilities assumed
|
|
|
||
Current liabilities:
|
|
|
||
Accrued expenses and other current liabilities
|
$
|
18,465
|
|
|
Total current liabilities
|
18,465
|
|
||
Other non-current liabilities
|
2,877
|
|
||
Total liabilities assumed
|
$
|
21,342
|
|
|
Commitments and Contingencies (Note 5)
|
|
|
|
Year Ended December 31, 2018
|
|||||
Revenues:
|
|
|
|
|||
Net product sales
|
|
|
$
|
1,611,770
|
|
|
Total revenues
|
|
|
1,611,770
|
|
||
Direct expenses:
|
|
|
|
|||
Cost of goods sold
|
|
|
53,044
|
|
||
Research and development
|
|
|
212,547
|
|
||
Selling
|
|
|
621,695
|
|
||
General and administrative
|
|
|
17,723
|
|
||
Total direct expenses
|
|
|
905,009
|
|
||
Revenues less direct expenses
|
|
|
$
|
706,761
|
|
|
|
Year Ended December 31, 2018
|
|||||
Gross Product Sales
|
|
$
|
2,629,436
|
|
|||
Gross-to-Net Adjustments:
|
|
|
|||||
Government Rebates
|
|
(162,720)
|
|
||||
Chargebacks and Distributor Services Fees
|
|
(769,264)
|
|
||||
Sales Discounts
|
|
(46,101)
|
|
||||
Sales Returns and Allowances
|
|
(39,581)
|
|
||||
Total Gross-to-Net Adjustments
|
|
(1,017,666)
|
|
||||
Net Product Sales
|
|
$
|
1,611,770
|
|
|
December 31,
2018
|
|||
|
||||
Raw materials
|
$
|
48,838
|
|
|
Work in process
|
8,064
|
|
||
Finished goods
|
13,518
|
|
||
Total inventory
|
$
|
70,420
|
|
|
|
Year Ended
December 31, 2018
|
|||||
Cost of goods sold
|
|
$
|
2,841
|
|
|||
Research and development
|
|
22,058
|
|
||||
Selling
|
|
42,511
|
|
||||
General and administrative
|
|
2,233
|
|
||||
Total share-based compensation expense
|
|
$
|
69,643
|
|
|
|
Operating Leases
|
||||||
2019
|
|
$
|
1,945
|
|
||||
2020
|
|
1,433
|
|
|||||
2021
|
|
829
|
|
|||||
2022
|
|
14
|
|
|||||
Thereafter
|
|
—
|
|
|||||
Total minimum lease payments
|
|
$
|
4,221
|
|
|
September 30, 2019
|
|
|
December 31, 2018
|
||||||
Assets acquired
|
|
|
|
|||||||
Current assets:
|
|
|
|
|||||||
Inventory
|
$
|
65,346
|
|
|
|
$
|
70,420
|
|
||
Total current assets
|
65,346
|
|
|
|
|
|
70,420
|
|
||
Other non-current assets
|
3,766
|
|
|
|
—
|
|
||||
Total assets acquired
|
$
|
69,112
|
|
|
|
$
|
70,420
|
|
||
Liabilities assumed
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||||
Accrued expenses and other current liabilities
|
$
|
20,946
|
|
|
|
$
|
18,465
|
|
||
Total current liabilities
|
|
20,946
|
|
|
|
|
18,465
|
|
||
Other non-current liabilities
|
|
6,425
|
|
|
|
|
2,877
|
|
||
Total liabilities assumed
|
$
|
27,371
|
|
|
|
$
|
21,342
|
|
||
Commitments and Contingencies (Note 5)
|
|
|
|
|
|
|
|
Nine-Month Periods Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|||||||
Revenues:
|
|
|
|
|
|
||||||
Net product sales
|
|
$
|
1,433,987
|
|
|
$
|
1,159,805
|
||||
Total revenues
|
|
|
1,433,987
|
|
|
|
1,159,805
|
||||
Direct expenses:
|
|
|
|
|
|
|
|
||||
Cost of goods sold
|
|
|
42,785
|
|
|
|
36,204
|
||||
Research and development
|
|
|
143,873
|
|
|
|
154,442
|
||||
Selling
|
|
|
457,676
|
|
|
|
454,637
|
||||
General and administrative
|
|
|
16,628
|
|
|
|
12,965
|
||||
Total direct expenses
|
|
|
660,962
|
|
|
|
658,248
|
||||
Revenues less direct expenses
|
|
$
|
|
773,025
|
|
|
$
|
501,557
|
|
Nine-Month Periods Ended September 30,
|
|||||||||
|
2019
|
|
|
2018
|
||||||
Gross Product Sales
|
$
|
2,419,662
|
|
|
$
|
1,881,221
|
|
|||
Gross-to-Net Adjustments:
|
|
|
|
|||||||
Government Rebates
|
|
(159,286
|
)
|
|
|
|
|
(118,855
|
)
|
|
Chargebacks and Distributor Services Fees
|
|
(783,127
|
)
|
|
|
|
|
(564,052
|
)
|
|
Sales Discounts
|
|
(42,609
|
)
|
|
|
|
|
(32,934
|
)
|
|
Sales Returns and Allowances
|
|
(653
|
)
|
|
|
|
|
(5,575
|
)
|
|
Total Gross-to-Net Adjustments
|
|
(985,675
|
)
|
|
|
(721,416
|
)
|
|||
Net Product Sales
|
$
|
1,433,987
|
|
|
$
|
1,159,805
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|||||
|
|
|||||||
Raw materials
|
$
|
41,070
|
|
|
|
$
|
48,838
|
|
Work in process
|
|
7,240
|
|
|
|
8,064
|
|
|
Finished goods
|
|
17,036
|
|
|
|
13,518
|
|
|
Total inventory
|
$
|
65,346
|
|
|
|
$
|
70,420
|
|
|
Nine-Month Periods Ended September 30,
|
||||||||||||
|
2019
|
|
|
|
2018
|
||||||||
Cost of goods sold
|
$
|
2,469
|
|
|
$
|
2,084
|
|
||||||
Research and development
|
|
18,132
|
|
|
|
|
16,451
|
|
|||||
Selling
|
|
37,842
|
|
|
|
|
31,586
|
|
|||||
General and administrative
|
|
1,666
|
|
|
|
|
1,647
|
|
|||||
Total share-based compensation expense
|
$
|
60,109
|
|
|
$
|
51,768
|
|
Operating Leases
|
|
September 30, 2019
|
||||
Other non-current assets
|
|
$
|
3,766
|
|
||
Accrued expenses and other current liabilities
|
|
|
1,917
|
|
||
Other non-current liabilities
|
|
|
1,798
|
|
Weighted-average remaining lease term (years) - operating leases
|
|
2.08
|
|
Weighted-average discount rate - operating leases
|
|
3.66
|
%
|
|
|
Operating Leases
|
||||||
2019 (excluding the nine-month period ended September 30, 2019)
|
|
$
|
590
|
|
||||
2020
|
|
|
1,848
|
|
||||
2021
|
|
|
1,244
|
|
||||
2022
|
|
|
171
|
|
||||
Thereafter
|
|
|
—
|
|
||||
Total undiscounted lease payments
|
|
$
|
3,853
|
|
||||
|
|
|
|
|||||
Less: imputed interest
|
|
|
138
|
|
||||
Total discounted lease payments
|
|
$
|
3,715
|
|
|
|
Operating Leases
|
||||||
2019
|
|
$
|
1,137
|
|
||||
2020
|
|
|
1,848
|
|
||||
2021
|
|
|
1,244
|
|
||||
2022
|
|
|
171
|
|
||||
Thereafter
|
|
|
—
|
|
||||
Total minimum lease payments
|
|
$
|
4,400
|
|
•
|
Amgen’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission (SEC) on February 13, 2019;
|
•
|
Amgen’ Quarterly Report on Form 10-Q for the period ended September 30, 2019 filed with the SEC on October 30, 2019;
|
•
|
Otezla® Product Line of Celgene Corporation and Subsidiaries’ audited special-purpose statements as of December 31, 2018 and the year ended December 31, 2018 included in Exhibit 99.1 of this Form 8-K/A; and
|
•
|
Otezla® Product Line of Celgene Corporation and Subsidiaries’ unaudited special-purpose statements as of September 30, 2019 and December 31, 2018 (audited) and for the nine months ended September 30, 2019 and 2018 included in Exhibit 99.2 of this Form 8-K/A.
|
|
Amgen (Historical)
|
|
Otezla® (Historical)
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma Combined
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
16,323
|
|
|
$
|
1,434
|
|
|
$
|
—
|
|
|
|
|
$
|
17,757
|
|
Other revenues
|
842
|
|
|
—
|
|
|
—
|
|
|
|
|
842
|
|
||||
Total revenues
|
17,165
|
|
|
1,434
|
|
|
—
|
|
|
|
|
18,599
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
3,103
|
|
|
43
|
|
|
1,228
|
|
|
3(b)
|
|
4,374
|
|
||||
Research and development
|
2,804
|
|
|
144
|
|
|
—
|
|
|
|
|
2,948
|
|
||||
Selling
|
—
|
|
|
458
|
|
|
(458
|
)
|
|
3(a)
|
|
—
|
|
||||
General and administrative
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
3(a)
|
|
—
|
|
||||
Selling, general and administrative
|
3,637
|
|
|
—
|
|
|
490
|
|
|
3(a), 3(b), 3(c)
|
|
4,127
|
|
||||
Other
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(5
|
)
|
||||
Total operating expenses
|
9,539
|
|
|
661
|
|
|
1,244
|
|
|
|
|
11,444
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
7,626
|
|
|
773
|
|
|
(1,244
|
)
|
|
|
|
7,155
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
988
|
|
|
—
|
|
|
—
|
|
|
|
|
988
|
|
||||
Interest and other income, net
|
517
|
|
|
—
|
|
|
—
|
|
|
|
|
517
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
7,155
|
|
|
773
|
|
|
(1,244
|
)
|
|
|
|
6,684
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
1,016
|
|
|
—
|
|
|
(94
|
)
|
|
3(d)
|
|
922
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
6,139
|
|
|
$
|
773
|
|
|
$
|
(1,150
|
)
|
|
|
|
$
|
5,762
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
10.08
|
|
|
|
|
|
|
|
|
3(e)
|
|
$
|
9.46
|
|
||
Diluted
|
$
|
10.01
|
|
|
|
|
|
|
3(e)
|
|
$
|
9.40
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation of earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
609
|
|
|
|
|
|
|
|
|
609
|
|
||||||
Diluted
|
613
|
|
|
|
|
|
|
|
|
613
|
|
|
Amgen (Historical)
|
|
Otezla® (Historical)
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma Combined
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
22,533
|
|
|
$
|
1,612
|
|
|
$
|
—
|
|
|
|
|
$
|
24,145
|
|
Other revenues
|
1,214
|
|
|
—
|
|
|
—
|
|
|
|
|
1,214
|
|
||||
Total revenues
|
23,747
|
|
|
1,612
|
|
|
—
|
|
|
|
|
25,359
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
4,101
|
|
|
53
|
|
|
1,636
|
|
|
3(b)
|
|
5,790
|
|
||||
Research and development
|
3,737
|
|
|
212
|
|
|
—
|
|
|
|
|
3,949
|
|
||||
Selling
|
—
|
|
|
622
|
|
|
(622
|
)
|
|
3(a)
|
|
—
|
|
||||
General and administrative
|
—
|
|
|
18
|
|
|
(18
|
)
|
|
3(a)
|
|
—
|
|
||||
Selling, general and administrative
|
5,332
|
|
|
—
|
|
|
662
|
|
|
3(a), 3(b), 3(c)
|
|
5,994
|
|
||||
Other
|
314
|
|
|
—
|
|
|
—
|
|
|
|
|
314
|
|
||||
Total operating expenses
|
13,484
|
|
|
905
|
|
|
1,658
|
|
|
|
|
16,047
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
10,263
|
|
|
707
|
|
|
(1,658
|
)
|
|
|
|
9,312
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
1,392
|
|
|
—
|
|
|
—
|
|
|
|
|
1,392
|
|
||||
Interest and other income, net
|
674
|
|
|
—
|
|
|
—
|
|
|
|
|
674
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
9,545
|
|
|
707
|
|
|
(1,658
|
)
|
|
|
|
8,594
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
1,151
|
|
|
—
|
|
|
(190
|
)
|
|
3(d)
|
|
961
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
8,394
|
|
|
$
|
707
|
|
|
$
|
(1,468
|
)
|
|
|
|
$
|
7,633
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
12.70
|
|
|
|
|
|
|
3(e)
|
|
$
|
11.55
|
|
||||
Diluted
|
$
|
12.62
|
|
|
|
|
|
|
3(e)
|
|
$
|
11.48
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation of earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
661
|
|
|
|
|
|
|
|
|
661
|
|
||||||
Diluted
|
665
|
|
|
|
|
|
|
|
|
665
|
|
|
Amgen (Historical)
|
|
Otezla® (Historical)
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma Combined
|
||||||||
ASSETS
|
|||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
11,415
|
|
|
$
|
—
|
|
|
$
|
(8,440
|
)
|
|
2
|
|
$
|
2,975
|
|
Marketable securities
|
9,438
|
|
|
—
|
|
|
(5,000
|
)
|
|
2
|
|
4,438
|
|
||||
Trade receivables, net
|
3,606
|
|
|
—
|
|
|
—
|
|
|
|
|
3,606
|
|
||||
Inventories
|
3,243
|
|
|
65
|
|
|
251
|
|
|
2
|
|
3,559
|
|
||||
Other current assets
|
3,349
|
|
|
—
|
|
|
4
|
|
|
2
|
|
3,353
|
|
||||
Total current assets
|
31,051
|
|
|
65
|
|
|
(13,185
|
)
|
|
|
|
17,931
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, net
|
4,901
|
|
|
—
|
|
|
—
|
|
|
|
|
4,901
|
|
||||
Intangible assets, net
|
6,702
|
|
|
—
|
|
|
13,249
|
|
|
2
|
|
19,951
|
|
||||
Goodwill
|
14,705
|
|
|
—
|
|
|
—
|
|
|
|
|
14,705
|
|
||||
Other assets
|
2,176
|
|
|
4
|
|
|
—
|
|
|
|
|
2,180
|
|
||||
Total assets
|
$
|
59,535
|
|
|
$
|
69
|
|
|
$
|
64
|
|
|
|
|
$
|
59,668
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
1,005
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
1,005
|
|
Accrued liabilities
|
7,683
|
|
|
21
|
|
|
—
|
|
|
|
|
7,704
|
|
||||
Current portion of long-term debt
|
2,049
|
|
|
—
|
|
|
—
|
|
|
|
|
2,049
|
|
||||
Total current liabilities
|
10,737
|
|
|
21
|
|
|
—
|
|
|
|
|
10,758
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
27,742
|
|
|
—
|
|
|
—
|
|
|
|
|
27,742
|
|
||||
Long-term deferred tax liabilities
|
665
|
|
|
—
|
|
|
21
|
|
|
3(d)
|
|
686
|
|
||||
Long-term tax liabilities
|
7,921
|
|
|
—
|
|
|
85
|
|
|
3(d)
|
|
8,006
|
|
||||
Other noncurrent liabilities
|
1,543
|
|
|
6
|
|
|
—
|
|
|
|
|
1,549
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock and additional paid-in capital
|
31,451
|
|
|
—
|
|
|
—
|
|
|
|
|
31,451
|
|
||||
Accumulated deficit
|
(20,136
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(20,136
|
)
|
||||
Accumulated other comprehensive loss
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(388
|
)
|
||||
Total stockholders’ equity
|
10,927
|
|
|
—
|
|
|
—
|
|
|
|
|
10,927
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
59,535
|
|
|
$
|
27
|
|
|
$
|
106
|
|
|
|
|
$
|
59,668
|
|
|
|
Amounts
|
||
Cash purchase price
|
|
$
|
13,400
|
|
Transaction costs and taxes
|
|
40
|
|
|
Accumulated cost (consideration transferred)
|
|
$
|
13,440
|
|
|
|
|
||
Inventory
|
|
$
|
316
|
|
Intangible assets
|
|
13,249
|
|
|
Deferred tax liability, net
|
|
(21
|
)
|
|
Deferred credit
|
|
(85
|
)
|
|
Other liabilities, net
|
|
(19
|
)
|
|
Total assets acquired, net
|
|
$
|
13,440
|
|
(a)
|
To conform the presentation used in the Otezla® Special Purpose Financial Statements to the historical financial statement presentation used by Amgen. General and administrative and Selling expenses in the Otezla® Special Purpose Financial Statements have been combined into Selling, general and administrative expenses in the Pro Forma Statements of Income.
|
(b)
|
Amortization of identifiable assets acquired consists of the following (dollar amounts in millions):
|
|
|
Increase in carrying value of identifiable assets acquired
|
|
Estimated useful life (in years)
|
|
Nine months ended September 30, 2019
|
|
Year ended December 31, 2018
|
|
Pro Forma Statements of Income locations
|
|||||||
Inventory
|
|
$
|
251
|
|
|
2.5
|
|
|
$
|
75
|
|
|
$
|
100
|
|
|
Cost of sales
|
Intangible assets
|
|
13,249
|
|
|
8.5
|
|
|
1,169
|
|
|
1,558
|
|
|
Cost of sales and Selling, general and administrative
|
|||
Total
|
|
$
|
13,500
|
|
|
|
|
$
|
1,244
|
|
|
$
|
1,658
|
|
|
|
(c)
|
The accumulated cost of the net assets acquired includes an estimated $37 million of transaction fees and $3 million in taxes. The estimated direct transaction fees include professional services and transaction advisory fees, and the taxes relate to non-U.S. consumption taxes directly related to the Acquisition.
|
(d)
|
As the Acquisition was accounted for as an asset acquisition under GAAP, there is a difference between the book basis and tax basis of the assets acquired. GAAP prohibits any immediate income tax expense or benefit from the recognition of those deferred taxes, and, instead, requires the use of simultaneous equations to determine the assigned value of the assets acquired and the related deferred tax assets or liabilities. Use of this methodology resulted in a pro forma increase to the carrying value of the intangible assets and inventory of $103 million and $3 million, respectively, offset by a deferred tax liability of $106 million. Although goodwill was not recognized for accounting purposes, goodwill is created for tax purposes, resulting in pro forma adjustments for a deferred tax asset of $85 million, offset by a deferred credit of $85 million. The deferred tax liability of $106 million was netted with the deferred tax asset of $85 million, for a net deferred tax liability of $21 million. The tax effects of the Acquisition are preliminary and are based on Amgen’s estimated blended global statutory tax rate of 20%. The tax amounts that will ultimately be recorded will be based on the applicable statutory rates by jurisdiction, and may differ materially from this preliminary estimate.
|
|
|
Nine months ended September 30, 2019
|
|
Year ended December 31, 2018
|
||||
Otezla® earnings before tax
|
|
$
|
773
|
|
|
$
|
707
|
|
Amortization
|
|
(1,244
|
)
|
|
(1,658
|
)
|
||
Otezla® pro forma loss before tax
|
|
$
|
(471
|
)
|
|
$
|
(951
|
)
|
|
|
|
|
|
||||
Tax benefit
|
|
$
|
(94
|
)
|
|
$
|
(190
|
)
|
(e)
|
The computation of pro forma basic and diluted earnings per share is shown in the table below (in millions, except per-share data).
|
|
|
Nine months ended September 30, 2019
|
|
Year ended December 31, 2018
|
||||
Net income
|
|
$
|
5,762
|
|
|
$
|
7,633
|
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
9.46
|
|
|
$
|
11.55
|
|
Diluted
|
|
$
|
9.40
|
|
|
$
|
11.48
|
|
|
|
|
|
|
||||
Shares used in calculation of earnings per share
|
|
|
|
|
||||
Basic
|
|
609
|
|
|
661
|
|
||
Diluted
|
|
613
|
|
|
665
|
|
/s/ KPMG LLP
|
|
|
|
|
|
|
|
|
|
Short Hills, New Jersey
|
|
|
|
|
January 24, 2020
|
|
|
|
|