☑
|
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
|
|
91320-1799
|
Thousand Oaks
|
|
|
California
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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
|
2.00% Senior Notes Due 2026
|
AMGN26
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
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.
|
||
Item 1.
|
FINANCIAL STATEMENTS
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Product sales
|
$
|
5,894
|
|
|
$
|
5,286
|
|
Other revenues
|
267
|
|
|
271
|
|
||
Total revenues
|
6,161
|
|
|
5,557
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Cost of sales
|
1,513
|
|
|
1,055
|
|
||
Research and development
|
952
|
|
|
879
|
|
||
Selling, general and administrative
|
1,316
|
|
|
1,154
|
|
||
Other
|
25
|
|
|
(3
|
)
|
||
Total operating expenses
|
3,806
|
|
|
3,085
|
|
||
|
|
|
|
||||
Operating income
|
2,355
|
|
|
2,472
|
|
||
|
|
|
|
||||
Interest expense, net
|
346
|
|
|
343
|
|
||
Interest and other income, net
|
11
|
|
|
185
|
|
||
|
|
|
|
||||
Income before income taxes
|
2,020
|
|
|
2,314
|
|
||
|
|
|
|
||||
Provision for income taxes
|
195
|
|
|
322
|
|
||
|
|
|
|
||||
Net income
|
$
|
1,825
|
|
|
$
|
1,992
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
3.09
|
|
|
$
|
3.20
|
|
Diluted
|
$
|
3.07
|
|
|
$
|
3.18
|
|
|
|
|
|
||||
Shares used in calculation of earnings per share:
|
|
|
|
||||
Basic
|
590
|
|
|
622
|
|
||
Diluted
|
594
|
|
|
626
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income
|
$
|
1,825
|
|
|
$
|
1,992
|
|
Other comprehensive (loss) income, net of reclassification adjustments and taxes:
|
|
|
|
||||
Losses on foreign currency translation
|
(52
|
)
|
|
(13
|
)
|
||
(Losses) gains on cash flow hedges
|
(61
|
)
|
|
45
|
|
||
(Losses) gains on available-for-sale securities
|
(19
|
)
|
|
221
|
|
||
Other
|
(2
|
)
|
|
—
|
|
||
Other comprehensive (loss) income, net of taxes
|
(134
|
)
|
|
253
|
|
||
Comprehensive income
|
$
|
1,691
|
|
|
$
|
2,245
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,687
|
|
|
$
|
6,037
|
|
Marketable securities
|
325
|
|
|
2,874
|
|
||
Trade receivables, net
|
5,009
|
|
|
4,057
|
|
||
Inventories
|
3,682
|
|
|
3,584
|
|
||
Other current assets
|
2,110
|
|
|
1,888
|
|
||
Total current assets
|
18,813
|
|
|
18,440
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
4,879
|
|
|
4,928
|
|
||
Intangible assets, net
|
18,653
|
|
|
19,413
|
|
||
Goodwill
|
14,683
|
|
|
14,703
|
|
||
Other assets
|
4,641
|
|
|
2,223
|
|
||
Total assets
|
$
|
61,669
|
|
|
$
|
59,707
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,338
|
|
|
$
|
1,371
|
|
Accrued liabilities
|
8,649
|
|
|
8,511
|
|
||
Current portion of long-term debt
|
1,840
|
|
|
2,953
|
|
||
Total current liabilities
|
11,827
|
|
|
12,835
|
|
||
|
|
|
|
||||
Long-term debt
|
30,008
|
|
|
26,950
|
|
||
Long-term deferred tax liabilities
|
427
|
|
|
606
|
|
||
Long-term tax liabilities
|
8,111
|
|
|
8,037
|
|
||
Other noncurrent liabilities
|
1,811
|
|
|
1,606
|
|
||
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding — 588.0 shares in 2020 and 591.4 shares in 2019
|
31,525
|
|
|
31,531
|
|
||
Accumulated deficit
|
(21,378
|
)
|
|
(21,330
|
)
|
||
Accumulated other comprehensive loss
|
(662
|
)
|
|
(528
|
)
|
||
Total stockholders’ equity
|
9,485
|
|
|
9,673
|
|
||
Total liabilities and stockholders’ equity
|
$
|
61,669
|
|
|
$
|
59,707
|
|
|
Number
of shares
of common
stock
|
|
Common
stock and
additional
paid-in capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Total
|
|||||||||
Balance as of December 31, 2019
|
591.4
|
|
|
$
|
31,531
|
|
|
$
|
(21,330
|
)
|
|
$
|
(528
|
)
|
|
$
|
9,673
|
|
Cumulative effect of changes in accounting principles, net of tax
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
1,825
|
|
|
—
|
|
|
1,825
|
|
||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
(134
|
)
|
||||
Dividends declared on common stock ($1.60 per share)
|
—
|
|
|
—
|
|
|
(938
|
)
|
|
—
|
|
|
(938
|
)
|
||||
Issuance of common stock in connection with the Company’s equity award programs
|
0.9
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Stock-based compensation expense
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
Tax impact related to employee stock-based compensation expense
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
||||
Repurchases of common stock
|
(4.3
|
)
|
|
—
|
|
|
(933
|
)
|
|
—
|
|
|
(933
|
)
|
||||
Balance as of March 31, 2020
|
588.0
|
|
|
$
|
31,525
|
|
|
$
|
(21,378
|
)
|
|
$
|
(662
|
)
|
|
$
|
9,485
|
|
|
Number
of shares
of common
stock
|
|
Common
stock and
additional
paid-in capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Total
|
|||||||||
Balance as of December 31, 2018
|
629.6
|
|
|
$
|
31,246
|
|
|
$
|
(17,977
|
)
|
|
$
|
(769
|
)
|
|
$
|
12,500
|
|
Net income
|
—
|
|
|
—
|
|
|
1,992
|
|
|
—
|
|
|
1,992
|
|
||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
253
|
|
||||
Dividends declared on common stock ($1.45 per share)
|
—
|
|
|
—
|
|
|
(879
|
)
|
|
—
|
|
|
(879
|
)
|
||||
Issuance of common stock in connection with the Company’s equity award programs
|
0.7
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Stock-based compensation expense
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||
Tax impact related to employee stock-based compensation expense
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||
Repurchases of common stock
|
(15.9
|
)
|
|
—
|
|
|
(3,031
|
)
|
|
—
|
|
|
(3,031
|
)
|
||||
Balance as of March 31, 2019
|
614.4
|
|
|
$
|
31,243
|
|
|
$
|
(19,895
|
)
|
|
$
|
(516
|
)
|
|
$
|
10,832
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,825
|
|
|
$
|
1,992
|
|
Depreciation, amortization and other
|
897
|
|
|
495
|
|
||
Deferred income taxes
|
(84
|
)
|
|
(50
|
)
|
||
Other items, net
|
107
|
|
|
24
|
|
||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
||||
Trade receivables, net
|
(955
|
)
|
|
(207
|
)
|
||
Inventories
|
(113
|
)
|
|
(28
|
)
|
||
Other assets
|
319
|
|
|
(249
|
)
|
||
Accounts payable
|
(25
|
)
|
|
(112
|
)
|
||
Accrued income taxes, net
|
137
|
|
|
277
|
|
||
Long-term tax liabilities
|
74
|
|
|
100
|
|
||
Other liabilities
|
(48
|
)
|
|
(397
|
)
|
||
Net cash provided by operating activities
|
2,134
|
|
|
1,845
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of marketable securities
|
(129
|
)
|
|
(6,898
|
)
|
||
Proceeds from sales of marketable securities
|
2,574
|
|
|
125
|
|
||
Proceeds from maturities of marketable securities
|
113
|
|
|
10,455
|
|
||
Purchases of property, plant and equipment
|
(142
|
)
|
|
(116
|
)
|
||
Purchases of equity method investments
|
(2,645
|
)
|
|
(5
|
)
|
||
Other
|
(1
|
)
|
|
(6
|
)
|
||
Net cash (used in) provided by investing activities
|
(230
|
)
|
|
3,555
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of debt
|
4,963
|
|
|
—
|
|
||
Repayment of debt
|
(3,250
|
)
|
|
(1,000
|
)
|
||
Repurchases of common stock
|
(961
|
)
|
|
(3,032
|
)
|
||
Dividends paid
|
(945
|
)
|
|
(901
|
)
|
||
Other
|
(61
|
)
|
|
(54
|
)
|
||
Net cash used in financing activities
|
(254
|
)
|
|
(4,987
|
)
|
||
Increase in cash and cash equivalents
|
1,650
|
|
|
413
|
|
||
Cash and cash equivalents at beginning of period
|
6,037
|
|
|
6,945
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,687
|
|
|
$
|
7,358
|
|
|
|
Three months ended March 31,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
|
US
|
|
ROW
|
|
Total
|
|
US
|
|
ROW
|
|
Total
|
||||||||||||
Enbrel® (etanercept)
|
|
$
|
1,117
|
|
|
$
|
36
|
|
|
$
|
1,153
|
|
|
$
|
1,106
|
|
|
$
|
45
|
|
|
$
|
1,151
|
|
Prolia® (denosumab)
|
|
422
|
|
|
232
|
|
|
654
|
|
|
390
|
|
|
202
|
|
|
592
|
|
||||||
Neulasta® (pegfilgrastim)
|
|
534
|
|
|
75
|
|
|
609
|
|
|
893
|
|
|
128
|
|
|
1,021
|
|
||||||
XGEVA® (denosumab)
|
|
355
|
|
|
126
|
|
|
481
|
|
|
356
|
|
|
115
|
|
|
471
|
|
||||||
Otezla® (apremilast)
|
|
377
|
|
|
102
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Aranesp® (darbepoetin alfa)
|
|
175
|
|
|
247
|
|
|
422
|
|
|
182
|
|
|
232
|
|
|
414
|
|
||||||
KYPROLIS® (carfilzomib)
|
|
187
|
|
|
93
|
|
|
280
|
|
|
154
|
|
|
91
|
|
|
245
|
|
||||||
Repatha® (evolocumab)
|
|
124
|
|
|
105
|
|
|
229
|
|
|
83
|
|
|
58
|
|
|
141
|
|
||||||
Other products
|
|
988
|
|
|
599
|
|
|
1,587
|
|
|
827
|
|
|
424
|
|
|
1,251
|
|
||||||
Total product sales(1)
|
|
$
|
4,279
|
|
|
$
|
1,615
|
|
|
5,894
|
|
|
$
|
3,991
|
|
|
$
|
1,295
|
|
|
5,286
|
|
||
Other revenues
|
|
|
|
|
|
267
|
|
|
|
|
|
|
271
|
|
||||||||||
Total revenues
|
|
|
|
|
|
$
|
6,161
|
|
|
|
|
|
|
$
|
5,557
|
|
(1)
|
Hedging gains and losses, which are included in product sales, were not material for the three months ended March 31, 2020 and 2019.
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Income (Numerator):
|
|
|
|
||||
Net income for basic and diluted EPS
|
$
|
1,825
|
|
|
$
|
1,992
|
|
|
|
|
|
||||
Shares (Denominator):
|
|
|
|
||||
Weighted-average shares for basic EPS
|
590
|
|
|
622
|
|
||
Effect of dilutive securities
|
4
|
|
|
4
|
|
||
Weighted-average shares for diluted EPS
|
594
|
|
|
626
|
|
||
|
|
|
|
||||
Basic EPS
|
$
|
3.09
|
|
|
$
|
3.20
|
|
Diluted EPS
|
$
|
3.07
|
|
|
$
|
3.18
|
|
Types of securities as of March 31, 2020
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
values
|
||||||||
U.S. Treasury notes
|
|
$
|
173
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
176
|
|
U.S. Treasury bills
|
|
900
|
|
|
—
|
|
|
—
|
|
|
900
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Industrial
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential-mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Money market mutual funds
|
|
5,762
|
|
|
—
|
|
|
—
|
|
|
5,762
|
|
||||
Other short-term interest-bearing securities
|
|
432
|
|
|
—
|
|
|
—
|
|
|
432
|
|
||||
Total interest-bearing securities
|
|
$
|
7,291
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
7,294
|
|
Types of securities as of December 31, 2019
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair
values
|
||||||||
U.S. Treasury notes
|
|
$
|
359
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
360
|
|
U.S. Treasury bills
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
1,108
|
|
|
13
|
|
|
—
|
|
|
1,121
|
|
||||
Industrial
|
|
824
|
|
|
10
|
|
|
—
|
|
|
834
|
|
||||
Other
|
|
195
|
|
|
3
|
|
|
—
|
|
|
198
|
|
||||
Residential-mortgage-backed securities
|
|
181
|
|
|
1
|
|
|
—
|
|
|
182
|
|
||||
Money market mutual funds
|
|
5,250
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
||||
Other short-term interest-bearing securities
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
||||
Total interest-bearing securities
|
|
$
|
8,206
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
8,234
|
|
Condensed Consolidated Balance Sheets locations
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
|
$
|
6,969
|
|
|
$
|
5,360
|
|
Marketable securities
|
|
325
|
|
|
2,874
|
|
||
Total interest-bearing securities
|
|
$
|
7,294
|
|
|
$
|
8,234
|
|
Contractual maturities
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Maturing in one year or less
|
|
$
|
7,165
|
|
|
$
|
5,629
|
|
Maturing after one year through three years
|
|
129
|
|
|
2,304
|
|
||
Maturing after three years through five years
|
|
—
|
|
|
119
|
|
||
Residential mortgage-backed securities
|
|
—
|
|
|
182
|
|
||
Total interest-bearing securities
|
|
$
|
7,294
|
|
|
$
|
8,234
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Raw materials
|
$
|
446
|
|
|
$
|
358
|
|
Work in process
|
2,192
|
|
|
2,227
|
|
||
Finished goods
|
1,044
|
|
|
999
|
|
||
Total inventories
|
$
|
3,682
|
|
|
$
|
3,584
|
|
|
Three months ended
March 31, 2020 |
||
Beginning balance
|
$
|
14,703
|
|
Currency translation adjustment
|
(20
|
)
|
|
Ending balance
|
$
|
14,683
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross
carrying
amounts
|
|
Accumulated
amortization
|
|
Other intangible
assets, net
|
|
Gross
carrying
amounts
|
|
Accumulated
amortization
|
|
Other intangible
assets, net
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed-product-technology rights
|
$
|
25,549
|
|
|
$
|
(8,876
|
)
|
|
$
|
16,673
|
|
|
$
|
25,575
|
|
|
$
|
(8,322
|
)
|
|
$
|
17,253
|
|
Licensing rights
|
3,746
|
|
|
(2,494
|
)
|
|
1,252
|
|
|
3,761
|
|
|
(2,398
|
)
|
|
1,363
|
|
||||||
Marketing-related rights
|
1,375
|
|
|
(979
|
)
|
|
396
|
|
|
1,382
|
|
|
(965
|
)
|
|
417
|
|
||||||
Research and development technology rights
|
1,269
|
|
|
(967
|
)
|
|
302
|
|
|
1,273
|
|
|
(947
|
)
|
|
326
|
|
||||||
Total finite-lived intangible assets
|
31,939
|
|
|
(13,316
|
)
|
|
18,623
|
|
|
31,991
|
|
|
(12,632
|
)
|
|
19,359
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-process research and development
|
30
|
|
|
—
|
|
|
30
|
|
|
54
|
|
|
—
|
|
|
54
|
|
||||||
Total other intangible assets
|
$
|
31,969
|
|
|
$
|
(13,316
|
)
|
|
$
|
18,653
|
|
|
$
|
32,045
|
|
|
$
|
(12,632
|
)
|
|
$
|
19,413
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
4.50% notes due 2020 (4.50% 2020 Notes)
|
$
|
—
|
|
|
$
|
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
|
|
||
4.10% notes due 2021 (4.10% 2021 Notes)
|
—
|
|
|
1,000
|
|
||
1.85% notes due 2021 (1.85% 2021 Notes)
|
—
|
|
|
750
|
|
||
3.875% notes due 2021 (3.875% 2021 Notes)
|
1,450
|
|
|
1,750
|
|
||
1.25% €1,250 million notes due 2022 (1.25% 2022 euro Notes)
|
1,379
|
|
|
1,402
|
|
||
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)
|
728
|
|
|
725
|
|
||
2.25% notes due 2023 (2.25% 2023 Notes)
|
750
|
|
|
750
|
|
||
3.625% notes due 2024 (3.625% 2024 Notes)
|
1,400
|
|
|
1,400
|
|
||
1.90% notes due 2025 (1.90% 2025 Notes)
|
500
|
|
|
—
|
|
||
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)
|
827
|
|
|
841
|
|
||
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)
|
590
|
|
|
630
|
|
||
2.20% notes due 2027 (2.20% 2027 Notes)
|
750
|
|
|
—
|
|
||
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)
|
869
|
|
|
928
|
|
||
2.45% notes due 2030 (2.45% 2030 Notes)
|
1,250
|
|
|
—
|
|
||
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
|
|
||
3.15% notes due 2040 (3.15% 2040 Notes)
|
1,250
|
|
|
—
|
|
||
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
|
|
||
3.375% notes due 2050 (3.375% 2050 Notes)
|
1,250
|
|
|
—
|
|
||
4.663% notes due 2051 (4.663% 2051 Notes)
|
3,541
|
|
|
3,541
|
|
||
Other notes due 2097
|
100
|
|
|
100
|
|
||
Unamortized bond discounts, premiums and issuance costs, net
|
(892
|
)
|
|
(868
|
)
|
||
Fair value adjustments
|
648
|
|
|
296
|
|
||
Total carrying value of debt
|
31,848
|
|
|
29,903
|
|
||
Less current portion
|
(1,840
|
)
|
|
(2,953
|
)
|
||
Total long-term debt
|
$
|
30,008
|
|
|
$
|
26,950
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||
Notes
|
|
Notional amounts
|
Effective interest rates
|
|
Notional amounts
|
Effective interest rates
|
||||
3.45% 2020 Notes
|
|
$
|
—
|
|
LIBOR + 1.1%
|
|
$
|
900
|
|
LIBOR + 1.1%
|
4.10% 2021 Notes
|
|
—
|
|
LIBOR + 1.7%
|
|
1,000
|
|
LIBOR + 1.7%
|
||
3.875% 2021 Notes
|
|
1,450
|
|
LIBOR + 2.0%
|
|
1,750
|
|
LIBOR + 2.0%
|
||
3.625% 2022 Notes
|
|
750
|
|
LIBOR + 2.7%
|
|
750
|
|
LIBOR + 1.6%
|
||
3.625% 2024 Notes
|
|
1,400
|
|
LIBOR + 3.2%
|
|
1,400
|
|
LIBOR + 1.4%
|
||
3.125% 2025 Notes
|
|
1,000
|
|
LIBOR + 1.8%
|
|
1,000
|
|
LIBOR + 0.9%
|
||
2.60% 2026 Notes
|
|
1,250
|
|
LIBOR + 1.8%
|
|
1,250
|
|
LIBOR + 0.3%
|
||
4.663% 2051 Notes(1)
|
|
1,500
|
|
LIBOR + 2.6%
|
|
1,500
|
|
LIBOR + 0.0%
|
||
Total notional amounts
|
|
$
|
7,350
|
|
|
|
$
|
9,550
|
|
|
(1)
|
Excludes an additional 1.5% of interest for the difference between the coupon rate paid to note holders and the fixed rate received under the interest rate swap contracts.
|
|
2020
|
|
2019
|
||||||||||
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
||||||
First quarter
|
4.3
|
|
|
$
|
933
|
|
|
15.9
|
|
|
$
|
3,031
|
|
|
Foreign
currency
translation
|
|
Cash flow
hedges
|
|
Available-for-sale
securities
|
|
Other
|
|
AOCI
|
||||||||||
Balance as of December 31, 2019
|
$
|
(718
|
)
|
|
$
|
175
|
|
|
$
|
22
|
|
|
$
|
(7
|
)
|
|
$
|
(528
|
)
|
Foreign currency translation adjustments
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Unrealized (losses) gains
|
—
|
|
|
(162
|
)
|
|
8
|
|
|
—
|
|
|
(154
|
)
|
|||||
Reclassification adjustments to income
|
—
|
|
|
84
|
|
|
(33
|
)
|
|
—
|
|
|
51
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Income taxes
|
—
|
|
|
17
|
|
|
6
|
|
|
—
|
|
|
23
|
|
|||||
Balance as of March 31, 2020
|
$
|
(770
|
)
|
|
$
|
114
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
(662
|
)
|
|
|
Three months ended March 31,
|
|
|
||||||
Components of AOCI
|
|
2020
|
|
2019
|
|
Condensed Consolidated
Statements of Income locations
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency contract gains
|
|
$
|
49
|
|
|
$
|
14
|
|
|
Product sales
|
Cross-currency swap contract losses
|
|
(133
|
)
|
|
(42
|
)
|
|
Interest and other income, net
|
||
|
|
(84
|
)
|
|
(28
|
)
|
|
Income before income taxes
|
||
|
|
18
|
|
|
6
|
|
|
Provision for income taxes
|
||
|
|
$
|
(66
|
)
|
|
$
|
(22
|
)
|
|
Net income
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||
Net realized gains (losses)
|
|
$
|
33
|
|
|
$
|
(4
|
)
|
|
Interest and other income, net
|
|
|
(7
|
)
|
|
—
|
|
|
Provision for income taxes
|
||
|
|
$
|
26
|
|
|
$
|
(4
|
)
|
|
Net income
|
|
|
Three months ended March 31,
|
|
|
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 March 31, 2020, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury notes
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176
|
|
U.S. Treasury bills
|
|
900
|
|
|
—
|
|
|
—
|
|
|
900
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Industrial
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential-mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Money market mutual funds
|
|
5,762
|
|
|
—
|
|
|
—
|
|
|
5,762
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
432
|
|
|
—
|
|
|
432
|
|
||||
Equity securities
|
|
220
|
|
|
—
|
|
|
—
|
|
|
220
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
375
|
|
|
—
|
|
|
375
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||
Total assets
|
|
$
|
7,058
|
|
|
$
|
930
|
|
|
$
|
—
|
|
|
$
|
7,988
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Cross-currency swap contracts
|
|
—
|
|
|
657
|
|
|
—
|
|
|
657
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Contingent consideration obligations
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
685
|
|
|
$
|
60
|
|
|
$
|
745
|
|
|
|
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, 2019, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury notes
|
|
$
|
360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
360
|
|
U.S. Treasury bills
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
1,121
|
|
|
—
|
|
|
1,121
|
|
||||
Industrial
|
|
—
|
|
|
834
|
|
|
—
|
|
|
834
|
|
||||
Other
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
||||
Residential-mortgage-backed securities
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
||||
Money market mutual funds
|
|
5,250
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
289
|
|
|
—
|
|
|
289
|
|
||||
Equity securities
|
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
224
|
|
|
—
|
|
|
224
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
||||
Total assets
|
|
$
|
5,913
|
|
|
$
|
3,173
|
|
|
$
|
—
|
|
|
$
|
9,086
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
Cross-currency swap contracts
|
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration obligations
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
346
|
|
|
$
|
61
|
|
|
$
|
407
|
|
|
|
Foreign currency
|
|
U.S. dollars
|
||||||||||
Hedged notes
|
|
Notional amounts
|
|
Interest rates
|
|
Notional amounts
|
|
Interest rates
|
||||||
1.25% 2022 euro Notes
|
|
€
|
1,250
|
|
|
1.3
|
%
|
|
$
|
1,388
|
|
|
3.2
|
%
|
0.41% 2023 Swiss franc Bonds
|
|
CHF
|
700
|
|
|
0.4
|
%
|
|
$
|
704
|
|
|
3.4
|
%
|
2.00% 2026 euro Notes
|
|
€
|
750
|
|
|
2.0
|
%
|
|
$
|
833
|
|
|
3.9
|
%
|
5.50% 2026 pound sterling Notes
|
|
£
|
475
|
|
|
5.5
|
%
|
|
$
|
747
|
|
|
6.0
|
%
|
4.00% 2029 pound sterling Notes
|
|
£
|
700
|
|
|
4.0
|
%
|
|
$
|
1,111
|
|
|
4.5
|
%
|
|
|
Three months ended
March 31, |
||||||
Derivatives in cash flow hedging relationships
|
|
2020
|
|
2019
|
||||
Foreign currency contracts
|
|
$
|
239
|
|
|
$
|
85
|
|
Cross-currency swap contracts
|
|
(401
|
)
|
|
(55
|
)
|
||
Total unrealized (losses) gains
|
|
$
|
(162
|
)
|
|
$
|
30
|
|
|
|
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 Sheets locations
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
Current portion of long-term debt
|
|
$
|
90
|
|
|
$
|
903
|
|
|
$
|
90
|
|
|
$
|
4
|
|
Long-term debt
|
|
$
|
7,784
|
|
|
$
|
8,814
|
|
|
$
|
558
|
|
|
$
|
292
|
|
(1)
|
Current portion of long-term debt includes $90 million of carrying value with discontinued hedging relationships as of March 31, 2020. Long-term debt includes $592 million and $136 million of carrying value with discontinued hedging relationships as of March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
Current portion of long-term debt includes $90 million of hedging adjustments on discontinued hedging relationships as of March 31, 2020. Long-term debt includes $492 million and $36 million of hedging adjustments on discontinued hedging relationships as of March 31, 2020 and December 31, 2019, respectively.
|
|
|
Three months ended March 31, 2020
|
||||||||||
|
|
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
|
|
$
|
5,894
|
|
|
$
|
11
|
|
|
$
|
(346
|
)
|
The effects of cash flow and fair value hedging:
|
|
|
|
|
|
|
||||||
Gains (losses) on cash flow hedging relationships reclassified out of AOCI:
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contracts
|
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
—
|
|
Gains (losses) on fair value hedging relationships—interest rate swap agreements:
|
|
|
|
|
|
|
||||||
Hedged items(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210
|
|
Derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(190
|
)
|
|
|
Three months ended March 31, 2019
|
||||||||||
|
|
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
|
|
$
|
5,286
|
|
|
$
|
185
|
|
|
$
|
(343
|
)
|
The effects of cash flow and fair value hedging:
|
|
|
|
|
|
|
||||||
Gains (losses) on cash flow hedging relationships reclassified out of AOCI:
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contracts
|
|
$
|
—
|
|
|
$
|
(42
|
)
|
|
$
|
—
|
|
(Losses) gains on fair value hedging relationships—interest rate swap agreements:
|
|
|
|
|
|
|
||||||
Hedged items(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(130
|
)
|
Derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
(1)
|
Gains (losses) on hedged items do not completely offset gains (losses) on the related designated hedging instruments due to amortization of the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged debt for discontinued hedging relationships and the recognition of gains on terminated hedges where the corresponding hedged item was paid down in the period.
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
March 31, 2020
|
|
Condensed Consolidated
Balance Sheets locations
|
|
Fair values
|
|
Condensed Consolidated
Balance Sheets locations |
|
Fair values
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets/ Other assets
|
|
$
|
375
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
5
|
|
Cross-currency swap contracts
|
|
Other current assets/ Other assets
|
|
10
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
657
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other assets
|
|
89
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
23
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
474
|
|
|
|
|
685
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets
|
|
—
|
|
|
Accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Total derivatives
|
|
|
|
$
|
474
|
|
|
|
|
$
|
685
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
December 31, 2019
|
|
Condensed Consolidated
Balance Sheets locations
|
|
Fair values
|
|
Condensed Consolidated
Balance Sheets locations |
|
Fair values
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets/ Other assets
|
|
$
|
223
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
31
|
|
Cross-currency swap contracts
|
|
Other current assets/ Other assets
|
|
66
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
315
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other assets
|
|
259
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
548
|
|
|
|
|
346
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets
|
|
1
|
|
|
Accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
1
|
|
|
|
|
—
|
|
||
Total derivatives
|
|
|
|
$
|
549
|
|
|
|
|
$
|
346
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
In April 2020, we completed our purchase from Astellas of the remaining shares of Amgen Astellas BioPharma K.K. (AABP), a joint venture between Amgen and Astellas established in 2013. AABP, now a wholly-owned Amgen affiliate in Japan and renamed Amgen K.K., has enabled us to build a strong presence in Japan as we continue to advance treatments for serious illnesses.
|
|
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
|||||
Product sales
|
|
|
|
|
|
|||||
U.S.
|
$
|
4,279
|
|
|
$
|
3,991
|
|
|
7
|
%
|
ROW
|
1,615
|
|
|
1,295
|
|
|
25
|
%
|
||
Total product sales
|
5,894
|
|
|
5,286
|
|
|
12
|
%
|
||
Other revenues
|
267
|
|
|
271
|
|
|
(1
|
)%
|
||
Total revenues
|
$
|
6,161
|
|
|
$
|
5,557
|
|
|
11
|
%
|
Operating expenses
|
$
|
3,806
|
|
|
$
|
3,085
|
|
|
23
|
%
|
Operating income
|
$
|
2,355
|
|
|
$
|
2,472
|
|
|
(5
|
)%
|
Net income
|
$
|
1,825
|
|
|
$
|
1,992
|
|
|
(8
|
)%
|
Diluted EPS
|
$
|
3.07
|
|
|
$
|
3.18
|
|
|
(3
|
)%
|
Diluted shares
|
594
|
|
|
626
|
|
|
(5
|
)%
|
|
Three months ended
March 31, |
|
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|||||
ENBREL — U.S.
|
$
|
1,117
|
|
|
$
|
1,106
|
|
|
1
|
%
|
ENBREL — Canada
|
36
|
|
|
45
|
|
|
(20
|
)%
|
||
Total ENBREL
|
$
|
1,153
|
|
|
$
|
1,151
|
|
|
—
|
%
|
|
Three months ended
March 31, |
|
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|||||
XGEVA® — U.S.
|
$
|
355
|
|
|
$
|
356
|
|
|
—
|
%
|
XGEVA® — ROW
|
126
|
|
|
115
|
|
|
10
|
%
|
||
Total XGEVA®
|
$
|
481
|
|
|
$
|
471
|
|
|
2
|
%
|
|
Three months ended
March 31, 2020 |
|
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|||||
KYPROLIS® — U.S.
|
$
|
187
|
|
|
$
|
154
|
|
|
21
|
%
|
KYPROLIS® — ROW
|
93
|
|
|
91
|
|
|
2
|
%
|
||
Total KYPROLIS®
|
$
|
280
|
|
|
$
|
245
|
|
|
14
|
%
|
|
Three months ended
March 31, |
|
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|||||
Nplate®— U.S.
|
$
|
127
|
|
|
$
|
114
|
|
|
11
|
%
|
Nplate®— ROW
|
91
|
|
|
75
|
|
|
21
|
%
|
||
Vectibix®— U.S.
|
80
|
|
|
78
|
|
|
3
|
%
|
||
Vectibix®— ROW
|
122
|
|
|
92
|
|
|
33
|
%
|
||
Parsabiv® — U.S.
|
146
|
|
|
109
|
|
|
34
|
%
|
||
Parsabiv® — ROW
|
29
|
|
|
17
|
|
|
71
|
%
|
||
EPOGEN® — U.S.
|
155
|
|
|
219
|
|
|
(29
|
)%
|
||
Sensipar® — U.S.
|
42
|
|
|
135
|
|
|
(69
|
)%
|
||
Sensipar®/Mimpara® — ROW
|
81
|
|
|
78
|
|
|
4
|
%
|
||
KANJINTI®— U.S.
|
96
|
|
|
—
|
|
|
*
|
|
||
KANJINTI®— ROW
|
23
|
|
|
24
|
|
|
(4
|
)%
|
||
MVASI®— U.S.
|
108
|
|
|
—
|
|
|
*
|
|
||
MVASI®— ROW
|
7
|
|
|
—
|
|
|
*
|
|
||
EVENITY® — U.S.
|
37
|
|
|
—
|
|
|
*
|
|
||
EVENITY®— ROW
|
63
|
|
|
17
|
|
|
*
|
|
||
BLINCYTO® — U.S.
|
57
|
|
|
40
|
|
|
43
|
%
|
||
BLINCYTO® — ROW
|
37
|
|
|
29
|
|
|
28
|
%
|
||
AMGEVITATM — ROW
|
86
|
|
|
31
|
|
|
*
|
|
||
Aimovig® — U.S.
|
71
|
|
|
59
|
|
|
20
|
%
|
||
NEUPOGEN®— U.S.
|
45
|
|
|
50
|
|
|
(10
|
)%
|
||
NEUPOGEN®— ROW
|
20
|
|
|
23
|
|
|
(13
|
)%
|
||
Other — U.S.
|
24
|
|
|
23
|
|
|
4
|
%
|
||
Other — ROW
|
40
|
|
|
38
|
|
|
5
|
%
|
||
Total other products
|
$
|
1,587
|
|
|
$
|
1,251
|
|
|
27
|
%
|
Total U.S. — other products
|
$
|
988
|
|
|
$
|
827
|
|
|
19
|
%
|
Total ROW — other products
|
599
|
|
|
424
|
|
|
41
|
%
|
||
Total other products
|
$
|
1,587
|
|
|
$
|
1,251
|
|
|
27
|
%
|
|
Three months ended
March 31, |
|
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|||||
Operating expenses:
|
|
|
|
|
|
|||||
Cost of sales
|
$
|
1,513
|
|
|
$
|
1,055
|
|
|
43
|
%
|
% of product sales
|
25.7
|
%
|
|
20.0
|
%
|
|
|
|||
% of total revenues
|
24.6
|
%
|
|
19.0
|
%
|
|
|
|||
Research and development
|
$
|
952
|
|
|
$
|
879
|
|
|
8
|
%
|
% of product sales
|
16.2
|
%
|
|
16.6
|
%
|
|
|
|||
% of total revenues
|
15.5
|
%
|
|
15.8
|
%
|
|
|
|||
Selling, general and administrative
|
$
|
1,316
|
|
|
$
|
1,154
|
|
|
14
|
%
|
% of product sales
|
22.3
|
%
|
|
21.8
|
%
|
|
|
|||
% of total revenues
|
21.4
|
%
|
|
20.8
|
%
|
|
|
|||
Other
|
$
|
25
|
|
|
$
|
(3
|
)
|
|
*
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Interest expense, net
|
$
|
346
|
|
|
$
|
343
|
|
Interest and other income, net
|
$
|
11
|
|
|
$
|
185
|
|
Provision for income taxes
|
$
|
195
|
|
|
$
|
322
|
|
Effective tax rate
|
9.7
|
%
|
|
13.9
|
%
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash, cash equivalents and marketable securities
|
$
|
8,012
|
|
|
$
|
8,911
|
|
Total assets
|
$
|
61,669
|
|
|
$
|
59,707
|
|
Current portion of long-term debt
|
$
|
1,840
|
|
|
$
|
2,953
|
|
Long-term debt
|
$
|
30,008
|
|
|
$
|
26,950
|
|
Stockholders’ equity
|
$
|
9,485
|
|
|
$
|
9,673
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net cash provided by operating activities
|
$
|
2,134
|
|
|
$
|
1,845
|
|
Net cash (used in) provided by investing activities
|
$
|
(230
|
)
|
|
$
|
3,555
|
|
Net cash used in financing activities
|
$
|
(254
|
)
|
|
$
|
(4,987
|
)
|
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)
|
||||||
January 1 - 31
|
|
1,362,200
|
|
|
$
|
233.67
|
|
|
1,362,200
|
|
|
$
|
6,155,729,344
|
|
February 1 - 29
|
|
1,707,100
|
|
|
$
|
220.32
|
|
|
1,707,100
|
|
|
$
|
5,779,612,845
|
|
March 1 - 31
|
|
1,184,327
|
|
|
$
|
201.66
|
|
|
1,184,327
|
|
|
$
|
5,540,776,983
|
|
Total
|
|
4,253,627
|
|
|
$
|
219.40
|
|
|
4,253,627
|
|
|
|
(1)
|
Average price paid per share includes related expenses.
|
(2)
|
In December 2019, our Board of Directors increased the amount authorized under our stock repurchase program by an additional $4.0 billion.
|
Item 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
2.1
|
|
Asset Purchase Agreement, dated August 25, 2019, by and between Amgen Inc. and Celgene Corporation. (Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)
|
|
|
|
2.2
|
|
Amendment No. 1 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc. and Celgene Corporation. (Filed as an exhibit to Form 8-K on October 17, 2019 and incorporated herein by reference.)
|
|
|
|
2.3
|
|
Amendment No. 2 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc. and Celgene Corporation. (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
2.4
|
|
Letter Agreement, dated November 21, 2019, by and between Amgen Inc. and the parties named therein re: Treatment of Certain Product Inventory in connection with Amgen’s acquisition of Otezla®. (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
2.5
|
|
Irrevocable Guarantee, dated August 25, 2019, by and between Amgen Inc. and Bristol-Myers Squibb Company. (Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)
|
|
|
|
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 form of the Company’s 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 form of the Company’s 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 form of the Company’s 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 form of the Company’s 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 form of the Company’s 4.95% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.)
|
|
|
|
10.4+
|
|
Form of Grant of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 10, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.5+
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 10, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 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, 2018 and incorporated herein by reference.)
|
|
|
|
10.7+
|
|
Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on December 10, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.8+
|
|
Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on December 11, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 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 December 11, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.11+
|
|
Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program. (As Amended on December 11, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 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+
|
|
Second Amendment to the Amgen Inc. Supplemental Retirement Plan (As Amended and Restated effective October 23, 2019.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.15+
|
|
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.)
|
|
|
|
10.16+
|
|
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.)
|
|
|
|
10.17+
|
|
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.)
|
|
|
|
10.18+
|
|
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.)
|
|
|
|
10.19+
|
|
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.)
|
|
|
|
10.20+
|
|
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.)
|
|
|
|
10.21+
|
|
Second Amendment to the Amgen Nonqualified Deferred Compensation Plan (As Amended and Restated effective January 1, 2020.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.22+
|
|
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.)
|
|
|
|
10.23+
|
|
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.)
|
|
|
|
10.24+
|
|
Agreement between Amgen Inc. and Murdo Gordon, dated July 25, 2018. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2018 on October 31, 2018 and incorporated herein by reference.)
|
|
|
|
10.25+*†
|
|
|
|
|
|
10.26
|
|
Second Amended and Restated Credit Agreement, dated December 12, 2019, among Amgen Inc., the Banks therein named, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. (Filed as an exhibit to Form 8-K on December 12, 2019 and incorporated herein by reference.)
|
|
|
|
10.27
|
|
Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited dated May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No. 1, effective June 9, 2003, to Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K/A for the year ended December 31, 2012 on July 31, 2013 and incorporated herein by reference.)
|
|
|
|
10.28
|
|
Amendment No. 2 to Collaboration and License Agreement, effective November 14, 2016, between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.)
|
|
|
|
10.29
|
|
Letter Agreement, dated June 25, 2019, by and between Amgen Inc. and UCB Celltech (portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2019 on July 31, 2019 and incorporated herein by reference.)
|
|
|
|
10.30
|
|
Collaboration Agreement, dated April 22, 1994, by and between Bayer Corporation (formerly Miles, Inc.) and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 by Onyx Pharmaceuticals, Inc. on May 10, 2011 and incorporated herein by reference.)
|
|
|
|
10.31
|
|
Amendment to Collaboration Agreement, dated April 24, 1996, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.32
|
|
Amendment to Collaboration Agreement, dated February 1, 1999, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.33
|
|
Settlement Agreement and Release, dated October 11, 2011, by and between Bayer Corporation, Bayer AG, Bayer HealthCare LLC and Bayer Pharma AG and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)
|
|
|
|
10.34
|
|
Fourth Amendment to Collaboration Agreement, dated October 11, 2011, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)
|
|
|
|
10.35
|
|
Side Letter Regarding Collaboration Agreement, dated May 29, 2015, by and between Bayer HealthCare LLC and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2015 on August 5, 2015 and incorporated herein by reference.)
|
|
|
|
10.36*
|
|
|
|
|
|
10.37
|
|
Sourcing and Supply Agreement, dated January 6, 2017, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)
|
|
|
|
10.38
|
|
Exclusive License and Collaboration Agreement, dated August 28, 2015, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)
|
|
|
|
10.39
|
|
Amendment No. 1 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)
|
|
|
|
10.40
|
|
Amendment No. 2 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)
|
|
|
|
10.41
|
|
Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)
|
|
|
|
10.42
|
|
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.)
|
|
|
|
10.43
|
|
Collaboration Agreement, dated October 31, 2019, by and between Amgen Inc. and BeiGene Switzerland GmbH, a wholly-owned subsidiary of BeiGene, Ltd. (portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed). (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.44
|
|
Guarantee, dated as of October 31, 2019, made by and among BeiGene, Ltd. and Amgen Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
|
|
|
|
10.45
|
|
Share Purchase Agreement, dated October 31, 2019, by and between Amgen Inc. and BeiGene, Ltd. (portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed). (Filed as an exhibit to Schedule 13D on January 8, 2020 and incorporated herein by reference.)
|
|
|
|
10.46
|
|
Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and among BeiGene, Ltd. and Amgen Inc. (Filed as an exhibit to Schedule 13D on January 8, 2020 and incorporated herein by reference.)
|
|
|
|
10.47*
|
|
|
|
|
|
31*
|
|
|
|
|
|
32**
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Amgen Inc.
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(Registrant)
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Date:
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April 30, 2020
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By:
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/S/ PETER H. GRIFFITH
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Peter H. Griffith
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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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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/s/ Robert A. Bradway
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/s/ Peter H. Griffith
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10-19-2019
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Signature of Acceptance
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Date
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XXXX
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Last 4 Digits of Social Security Number (For Identification Purposes)
Last 4 Digits of Government ID (If No Social Security Number)
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October 23, 2019
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Anticipated Start Date
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A)
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Complete, date and sign 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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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 Amgen 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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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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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 Amgen Human Resources.
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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 Amgen Human Resources. If “none,” please so indicate. Do not leave blank.
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If your position at the Company will involve manufacturing or process development; chemical, biologic, pharmaceutical, medical device, or diagnostic research; or development of therapeutic molecules, medical devices, or diagnostic assays or agents, please review your agreements with Prior Employers to determine whether you are required to assign intellectual property rights to any Prior Employer even after that employment has ended. If you do find such an agreement or if you are unsure, please send such agreement to Amgen Human Resources. If “none,” please so indicate. Do not leave blank.
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Name of Agreement
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Employer
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Date Signed
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None
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EY
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None
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Sherwood Canyon Group, LLC
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(Attach additional sheets, if necessary)
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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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/s/ Peter H. Griffith
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Signature of Staff Member
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Peter H. Griffith
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Print Name of Staff Member
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XXXX
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Last 4 Digits of Social Security Number (For Identification Purposes)
Last 4 Digits of Government ID (If No Social Security Number)
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October 19, 2019
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Date
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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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I agree:
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Amgen Inc.:
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/s/ Peter H. Griffith
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/s/ NHMiller
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Signature of Staff Member
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Signature of Authorized Representative
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Peter H. Griffith
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Global Head, Talent Acquisition
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Print Name of Staff Member
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Title of Representative
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XXXX
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10/18/2019
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Last 4 Digits of Social Security Number (For Identification Purposes)
Last 4 Digits of Government ID (If No Social Security Number)
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Date
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October 19, 2019
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Date
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a.
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In consideration of and effective upon receipt of the payment made by Bayer to Onyx pursuant to paragraph 1.b below, the sufficiency of which is acknowledged by Onyx, Onyx agrees on behalf of itself and its Affiliates that (a) no payment, repayment or refund shall be due from Bayer to Onyx as a result of the KPMG Observations and Onyx agrees not to make any additional Claims against Bayer with respect to (i) the correctness of any report or payment made under the Collaboration Agreement with respect to Marketing Profit or Loss or Co-Development Costs through December 31, 2015 or (ii) the correctness of any report or payment made under the Stivarga Agreement through December 31, 2015 and (b) it waives its rights pursuant to (i) Section 17.2 of the Collaboration Agreement to examine those records as may be necessary or reasonably useful to determine, with respect to the period from January 1, 2016 through December 31, 2019, the correctness of any report or payment made under the Collaboration Agreement with respect to Marketing Profit or Loss or Co-Development Costs for the period from January 1, 2016 through December 31, 2019 and (ii) Section 4.7 of the Stivarga Agreement to examine those records as may be necessary or reasonably useful to determine, with respect to the period from January 1, 2016 through December 31, 2019, accuracy of all reports and payments made pursuant to the Stivarga Agreement for the period from January 1, 2016 through December 31, 2019. Notwithstanding the foregoing, the Parties acknowledge that, pursuant to a letter dated October 1, 2018 (the “Stivarga Royalty Letter”), Onyx disputes the royalty reports and payments delivered by Bayer to Onyx under the Stivarga Agreement and demands revised royalty reports that cover “Net Sales” of all “Products” (as such terms are defined in the Stivarga Agreement) worldwide, and Onyx expressly reserves all of its rights with respect to such dispute, and the Parties agree that nothing herein shall be construed to waive, limit or adversely affect such rights, including (i) the right to make additional Claims against Bayer with respect to the correctness of any report or payment made under the Stivarga Agreement dating to the third fiscal quarter of 2018 and (ii) the right to examine those records as may be necessary or reasonably useful to determine the accuracy of all reports and payments made pursuant to the Stivarga Agreement dating to the third fiscal quarter of 2018.
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b.
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Provided Onyx has submitted an invoice to the address set forth in paragraph 2.f., Bayer agrees to make to Onyx a non-refundable, non-creditable payment in the amount of six million U.S. dollars (US$6,000,000.00).
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c.
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The Parties hereby agree that, notwithstanding anything to the contrary in the Collaboration Agreement, during the Ex-U.S. Royalty Term (as defined below), Bayer shall have exclusive authority and control over the development of Collaboration Products in all countries of the world and commercialization of the Collaboration Products in the Ex-U.S. Territory (including control over when and how to discontinue commercialization of the Collaboration Products in the Ex-U.S. Territory). In exercising such authority and control, Bayer shall use the level of efforts and resources (including the promptness with which such efforts and resources would be applied) commonly used in the pharmaceutical industry with respect to a product of commercial potential similar to the Collaboration Products at a similar stage in its development or product life, taking into consideration its safety and efficacy, its cost to develop, the competitiveness of alternative products of Third Parties, the patent and other proprietary position of such product, its profitability and all other relevant factors.
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d.
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Additionally and in furtherance of Bayer’s exclusive authority and control set forth in Paragraph 1.c above, from and after January 1, 2020 and continuing throughout the Ex- U.S. Royalty Term, Bayer shall control, and be solely responsible for all costs and expenses relating to, development and commercialization of the Collaboration Products in all countries of the world, including, without limitation: (i) marketing and promotion, (ii) pricing and access and (iii) medical affairs.
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e.
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The Parties hereby agree that, for purposes of the Parties’ prospective arrangements set forth in this letter, the “Ex-U.S. Territory” shall refer to all countries of the world except (i) as has been the agreed-upon practice of the Parties under the Collaboration Agreement, the fifty (50) states of the United States of America and the District of Columbia (but shall include territories and possessions thereof) and (ii) Japan. For clarity, the Ex-U.S. Territory includes the United States territories and possessions other than the fifty (50) states and the District of Columbia.
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a.
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Royalty. Bayer shall pay to Onyx non-refundable, non-creditable royalties equal to thirty- two percent (32%) of Net Sales of all Collaboration Products in the Ex-U.S. Territory during the Ex- U.S. Royalty Term. Any sales of Collaboration Products in the Ex-U.S. Territory by or on behalf of Bayer, its Affiliates, licensees and/or sublicensees shall be treated hereunder as if such sales were made by Bayer. If Bayer grants licenses to its Affiliates or Third Parties to make or sell Collaboration Products in any country, possession or territory of the Ex-U.S. Territory, it shall include an obligation for such parties to account for and report Net Sales of Collaboration Products on the same basis as if such sales were made by Bayer, and Bayer shall pay royalties to Onyx under this letter as if the Net Sales of such Collaboration Products by such Affiliates and Third Parties were Net Sales of Bayer. For the purposes of applying the definition of “Net Sales” to Net Sales from a country in the Ex-U.S. Territory, a licensee or sublicensee of Bayer or its Affiliates or any of their licensees or sublicensees who is granted such license or sublicense as a result of a settlement by Bayer of any action taken in a court or Governmental or Regulatory Authority, a compulsory license granted pursuant to Applicable Law or any action taken by a court or Governmental or Regulatory Authority shall not be considered a licensee or sublicensee of Bayer or its Affiliates or any of their licensees or sublicensees and, accordingly, gross receipts received by such licensee or sublicensees on account of sales of Collaboration Products shall not be taken into account for determining Net Sales. For clarity, however, amounts received by Bayer from such licensees or sublicensees in the form of license fees or royalties shall be treated as Net Sales, and Bayer shall pay royalties to Onyx under this letter as , amounts received by Bayer from such licensees or sublicensees in the form of license fees or royalties were Net Sales of Bayer. Notwithstanding the foregoing, on a country-by-country basis, if during the Ex-U.S. Royalty Term, a Third Party receives marketing authorization for and commences commercial sale of a Generic Product (as defined below) in a country, possession, or territory of the Ex-U.S. Territory set forth on Appendix A hereto (such countries, possessions or territories, the “Tier One Ex-U.S. Countries”), then royalties payable to Onyx with respect to Net Sales of the applicable Collaboration Product in such country, possession or territory shall be reduced to sixteen percent (16%) beginning on the first day of the first full calendar quarter following the date of first sale of the Generic Product in which Net Sales of the applicable Collaboration Product in such country, possession or territory in such calendar quarter decrease by more than fifty percent (50%) from the Net Sales of such Collaboration Product in such country, possession or territory in the calendar quarter immediately preceding the first sale of such Generic Product in such country, possession or territory. For the purposes of this provision, a “Generic Product” shall mean, with respect to a Collaboration Product, any pharmaceutical product in such Tier One Ex-U.S. Country that: (i) contains the same active pharmaceutical ingredient (irrespective of its solvate, hydrate, salt, pro-drug or polymorphic form) as the Collaboration Product; (ii) is approved by the applicable Governmental or Regulatory Authority in such jurisdiction in reliance, in whole or in part, on the prior Drug Approval of such Collaboration Product; (iii) is bioequivalent to such Collaboration Product; and (iv) is sold in such jurisdiction by a Third Party that (a) is not a licensee or sublicensee of Bayer or its Affiliates or any of their licensees or sublicensees, (b) has not obtained such product from a chain of distribution including Bayer, its Affiliates or any of their licensees or sublicensees, and (c) is not otherwise authorized by Bayer or any of its Affiliates, licensees, sublicensees or distributors to sell such product (provided that a licensee or sublicensee of Bayer or its Affiliates or any of their licensees or sublicensees who is granted such license or sublicense as a result of a settlement by Bayer of any action taken in a court or Governmental or Regulatory Authority, a compulsory license granted pursuant to Applicable Law or any action taken by a court or Governmental or Regulatory Authority shall not be considered as having been authorized by Bayer or any of its Affiliates, licensees, sublicensees or distributors to sell such product for the purposes of this Paragraph 2.a.). Notwithstanding the foregoing, on a country-by country basis, from and after the calendar quarter in which Loss of Exclusivity (as defined below) occurs in any country, possession or territory of the Ex-U.S. Territory other than the Tier One Ex-U.S. Countries, then royalties payable to Onyx with respect to Net Sales of the applicable Collaboration Product in such country, possession or territory of the Ex-U.S. Territory shall be reduced to sixteen percent (16%).
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b.
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Ex- U.S. Royalty Term. Royalties shall be paid under this Paragraph 2 on a country-by-country basis during the period from January 1, 2020 until the date of the termination or expiration, as the case may be, of the Collaboration Agreement in accordance with its terms (such period, the “Ex- U.S. Royalty Term”).
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c.
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Royalty Reports and Payments. Within thirty (30) days following the end of each calendar quarter during the Ex- U.S. Royalty Term, Bayer shall provide Onyx with a report containing the following information for such calendar quarter on a country-by-country basis: (i) the amount of gross sales of Collaboration Products in such country (in Euros), (ii) Net Sales in such country (in Euros), (iii) the conversion of such Net Sales from Euros into Dollars, and (iv) the calculation of the royalty payment due on such sales pursuant to Paragraph 2.a hereof. Bayer shall pay to Onyx all amounts due to Onyx pursuant to this Paragraph 2 following the receipt of an invoice pursuant to Paragraph 2.f.
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d.
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Books and Records. During the Ex- U.S. Royalty Term, Bayer shall, and shall cause its Affiliates, licensees and sublicensees to, keep complete and accurate books and records that disclose, on a country-by-country basis, the total Ex-U.S. Territory sales and Net Sales of Collaboration Products in such country in the Ex-U.S. Territory, the number of units of Collaboration Products sold in such country in the Ex-U.S. Territory, and all matters relating to those sales that are relevant for the purposes of determining the royalties due to Onyx hereunder. During the Ex- U.S. Royalty Term, Bayer shall, and shall cause its Affiliates to, (i) maintain such books and records in sufficient detail to calculate all amounts payable hereunder and to verify compliance with Bayer’s obligations under this letter, and (ii) retain such books and records until five (5) years after the end of the period to which such books and records pertain.
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e.
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Other Royalty Terms. The Parties hereby acknowledge and agree that the terms of Sections 4.4 (Mode of Payment), 4.5 (Taxes), 4.6 (Interest on Late Payments), 4.7 (Audit), 4.8 (Audit Dispute) and 4.9 (Confidentiality) of the Stivarga Agreement, are incorporated into the Collaboration Agreement mutatis mutantis such that these provisions apply to sales of Collaboration Products in the Ex-U.S. Territory during the Ex- U.S. Royalty Term and the royalties payable to Onyx under this Paragraph 2 in connection therewith.
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f.
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Invoices. Payments due to Onyx under paragraph 1.b. and 2.c. shall be made thirty (30) days after receipt of invoice which shall be sent to by electronic mail to invoice.bhc.usa@bayer.com.
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a.
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Governance. Article 3 of the Collaboration Agreement, from and after January 1, 2020 shall no longer have force or effect. Accordingly, any decision to be made by a committee to be constituted by Article 3 of the Collaboration is from and after January 1, 2020, reserved for Bayer in its sole discretion consistent with the terms of the Collaboration Agreement. No less than twice each calendar year (no later than July 1 and December 1 of each calendar year), Bayer shall provide the following information to the Amgen Alliance Manager: (a)for the Tier One Ex-U.S. Countries: (i) sales forecast for the following calendar year, (ii) any product-specific marketing programs anticipated to be implemented during the following calendar year (to the extent such information is available as of July 1 and December 1) and (iii) any known or anticipated entry of a Generic Product and (b) for the Ex-U.S. Territory, the total sales forecast for the following calendar year. Within sixty (60) days of the receipt of such information, the Amgen Alliance Manger may request a meeting (which can occur by means of telephone conference, videoconference or other means of communications) with knowledgeable representatives of Bayer to address any reasonable questions Amgen may have with respect to such information.
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b.
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Disputes and Escalation. Each Party shall nominate (or maintain) a representative to act as its alliance manager (the “Alliance Manager”). The Alliance Managers shall, inter alia, serve as the key contact point between the Parties, facilitate interactions between the Parties and facilitate the escalation process described in Section 25.1 of the Collaboration Agreement. A Party may replace its Alliance Manager at any time by providing written notice to the other Party. Notwithstanding Section 25.1 of the Collaboration Agreement, any disputes among the Parties that cannot be resolved by good faith negotiation shall be referred to the Parties’ respective Alliance Managers. Any disputes which cannot be resolved by the Alliance Managers that cannot be resolved by good faith negotiations shall be referred to the Executive Officers, who shall meet as soon as possible, and not less than sixty (60) days after a dispute is referred to the Executive Officers. In the event that the Executive Officers are not able to resolve such dispute during such sixty (60) day period, either party may submit such dispute to arbitration in accordance with the terms of Section 25.1, which shall apply mutatis mutandis to disputes which are not resolved by the Executive Officers. “Executive Officers” means the Head of the Oncology Strategic Business Unit of Bayer and the Global Marketing Oncology Headof Amgen, or to such other senior officer of similar authority and standing as each Party may from time to time designate.
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c.
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Global Development. Except as expressly set forth in this letter, nothing in this letter is intended to modify or otherwise alter the provisions of the Collaboration Agreement with respect to ongoing and / or future global clinical development of the Collaboration Compounds.
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d.
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Effect on Other Agreements. This letter agreement shall have no effect on the Pharmacovigilance Agreement or the Stivarga Agreement (except that paragraph 1.a shall serve as a waiver of Onyx’s rights under the Stivarga Agreement as described, and only to the extent described, therein) which each shall continue in full force and effect according to their respective terms.
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c.
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Notice. The addresses to which notices to Bayer pursuant to Section 28.7 of the Collaboration Agreement shall be addressed shall be:
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a.
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The proviso set forth in the first sentence of Paragraph 1.a. of the 2015 Side Letter Regarding Collaboration Agreement is hereby amended (new language is underlined).
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b.
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The last sentence of Paragraph 2 of the 2015 Side Letter Regarding Collaboration Agreement is hereby amended as follows (new language is underlined):
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c.
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Paragraph 3.a. of the 2015 Side Letter Regarding Collaboration Agreement is hereby amended to include the following sentence:
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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: April 30, 2020
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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: April 30, 2020
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/s/ PETER H. GRIFFITH
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Peter H. Griffith
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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 March 31, 2020 (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: April 30, 2020
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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 March 31, 2020 (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: April 30, 2020
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/s/ PETER H. GRIFFITH
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Peter H. Griffith
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Executive Vice President and Chief Financial Officer
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