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þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-3540776
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Amgen Center Drive,
Thousand Oaks, California
|
|
91320-1799
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting 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,
|
||||||
|
2013
|
|
2012
|
||||
Revenues:
|
|
|
|
||||
Product sales
|
$
|
4,151
|
|
|
$
|
3,901
|
|
Other revenues
|
87
|
|
|
147
|
|
||
Total revenues
|
4,238
|
|
|
4,048
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Cost of sales
|
744
|
|
|
750
|
|
||
Research and development
|
878
|
|
|
736
|
|
||
Selling, general and administrative
|
1,158
|
|
|
1,079
|
|
||
Other
|
16
|
|
|
6
|
|
||
Total operating expenses
|
2,796
|
|
|
2,571
|
|
||
|
|
|
|
||||
Operating income
|
1,442
|
|
|
1,477
|
|
||
|
|
|
|
||||
Interest expense, net
|
263
|
|
|
235
|
|
||
Interest and other income, net
|
164
|
|
|
124
|
|
||
|
|
|
|
||||
Income before income taxes
|
1,343
|
|
|
1,366
|
|
||
|
|
|
|
||||
(Benefit) provision for income taxes
|
(91
|
)
|
|
182
|
|
||
|
|
|
|
||||
Net income
|
$
|
1,434
|
|
|
$
|
1,184
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.91
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
1.88
|
|
|
$
|
1.48
|
|
|
|
|
|
||||
Shares used in calculation of earnings per share:
|
|
|
|
||||
Basic
|
751
|
|
|
791
|
|
||
Diluted
|
764
|
|
|
800
|
|
||
|
|
|
|
||||
Dividends paid per share
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Net income
|
$
|
1,434
|
|
|
$
|
1,184
|
|
Other comprehensive income (loss), net of reclassification adjustments and taxes:
|
|
|
|
||||
Foreign currency translation losses
|
(23
|
)
|
|
(2
|
)
|
||
Effective portion of cash flow hedges
|
75
|
|
|
(65
|
)
|
||
Net unrealized gains (losses) on available-for-sale securities
|
(62
|
)
|
|
2
|
|
||
Other
|
1
|
|
|
—
|
|
||
Other comprehensive loss, net of tax
|
(9
|
)
|
|
(65
|
)
|
||
Comprehensive income
|
$
|
1,425
|
|
|
$
|
1,119
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,530
|
|
|
$
|
3,257
|
|
Marketable securities
|
18,741
|
|
|
20,804
|
|
||
Trade receivables, net
|
2,528
|
|
|
2,518
|
|
||
Inventories
|
2,737
|
|
|
2,744
|
|
||
Other current assets
|
2,159
|
|
|
1,886
|
|
||
Total current assets
|
28,695
|
|
|
31,209
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
5,296
|
|
|
5,326
|
|
||
Intangible assets, net
|
3,897
|
|
|
3,968
|
|
||
Goodwill
|
12,604
|
|
|
12,662
|
|
||
Other assets
|
1,148
|
|
|
1,133
|
|
||
Total assets
|
$
|
51,640
|
|
|
$
|
54,298
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
940
|
|
|
$
|
905
|
|
Accrued liabilities
|
4,195
|
|
|
4,791
|
|
||
Current portion of long-term debt
|
7
|
|
|
2,495
|
|
||
Total current liabilities
|
5,142
|
|
|
8,191
|
|
||
|
|
|
|
||||
Long-term debt
|
23,885
|
|
|
24,034
|
|
||
Other noncurrent liabilities
|
3,122
|
|
|
3,013
|
|
||
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 749.6 shares in 2013 and 756.3 shares in 2012
|
29,465
|
|
|
29,337
|
|
||
Accumulated deficit
|
(10,111
|
)
|
|
(10,423
|
)
|
||
Accumulated other comprehensive income
|
137
|
|
|
146
|
|
||
Total stockholders’ equity
|
19,491
|
|
|
19,060
|
|
||
Total liabilities and stockholders’ equity
|
$
|
51,640
|
|
|
$
|
54,298
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,434
|
|
|
$
|
1,184
|
|
Depreciation and amortization
|
277
|
|
|
259
|
|
||
Stock-based compensation expense
|
92
|
|
|
75
|
|
||
Other items, net
|
(38
|
)
|
|
67
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Trade receivables, net
|
19
|
|
|
(92
|
)
|
||
Inventories
|
(12
|
)
|
|
(16
|
)
|
||
Other assets
|
(10
|
)
|
|
(133
|
)
|
||
Accounts payable
|
35
|
|
|
226
|
|
||
Accrued income taxes
|
(406
|
)
|
|
(60
|
)
|
||
Other liabilities
|
(342
|
)
|
|
(538
|
)
|
||
Net cash provided by operating activities
|
1,049
|
|
|
972
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(158
|
)
|
|
(144
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(969
|
)
|
||
Purchases of marketable securities
|
(6,964
|
)
|
|
(6,133
|
)
|
||
Proceeds from sales of marketable securities
|
6,013
|
|
|
4,740
|
|
||
Proceeds from maturities of marketable securities
|
2,924
|
|
|
160
|
|
||
Other
|
(6
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
1,809
|
|
|
(2,346
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt
|
(2,500
|
)
|
|
(84
|
)
|
||
Repurchases of common stock
|
(832
|
)
|
|
(1,375
|
)
|
||
Dividends paid
|
(353
|
)
|
|
(285
|
)
|
||
Net proceeds from issuance of common stock in connection with the Company’s equity award programs
|
93
|
|
|
374
|
|
||
Other
|
7
|
|
|
5
|
|
||
Net cash used in financing activities
|
(3,585
|
)
|
|
(1,365
|
)
|
||
Decrease in cash and cash equivalents
|
(727
|
)
|
|
(2,739
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,257
|
|
|
6,946
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,530
|
|
|
$
|
4,207
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Income (Numerator):
|
|
|
|
||||
Net income for basic and diluted EPS
|
$
|
1,434
|
|
|
$
|
1,184
|
|
|
|
|
|
||||
Shares (Denominator):
|
|
|
|
||||
Weighted-average shares for basic EPS
|
751
|
|
|
791
|
|
||
Effect of dilutive securities
|
13
|
|
|
9
|
|
||
Weighted-average shares for diluted EPS
|
764
|
|
|
800
|
|
||
|
|
|
|
||||
Basic EPS
|
$
|
1.91
|
|
|
$
|
1.50
|
|
Diluted EPS
|
$
|
1.88
|
|
|
$
|
1.48
|
|
Type of security as of March 31, 2013
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||
U.S. Treasury securities
|
|
$
|
2,698
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
2,707
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
1,013
|
|
|
6
|
|
|
—
|
|
|
1,019
|
|
||||
Foreign and other
|
|
1,436
|
|
|
35
|
|
|
(5
|
)
|
|
1,466
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
3,907
|
|
|
72
|
|
|
(2
|
)
|
|
3,977
|
|
||||
Industrial
|
|
4,380
|
|
|
79
|
|
|
(2
|
)
|
|
4,457
|
|
||||
Other
|
|
470
|
|
|
9
|
|
|
—
|
|
|
479
|
|
||||
Residential mortgage-backed securities
|
|
1,816
|
|
|
9
|
|
|
(8
|
)
|
|
1,817
|
|
||||
Other mortgage- and asset-backed securities
|
|
1,515
|
|
|
2
|
|
|
(20
|
)
|
|
1,497
|
|
||||
Money market mutual funds
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
||||
Other short-term interest-bearing securities
|
|
1,677
|
|
|
—
|
|
|
—
|
|
|
1,677
|
|
||||
Total interest-bearing securities
|
|
20,654
|
|
|
221
|
|
|
(37
|
)
|
|
20,838
|
|
||||
Equity securities
|
|
55
|
|
|
7
|
|
|
—
|
|
|
62
|
|
||||
Total available-for-sale investments
|
|
$
|
20,709
|
|
|
$
|
228
|
|
|
$
|
(37
|
)
|
|
$
|
20,900
|
|
Type of security as of December 31, 2012
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||
U.S. Treasury securities
|
|
$
|
4,443
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
4,458
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
1,018
|
|
|
12
|
|
|
—
|
|
|
1,030
|
|
||||
Foreign and other
|
|
1,549
|
|
|
60
|
|
|
(1
|
)
|
|
1,608
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
3,266
|
|
|
96
|
|
|
(1
|
)
|
|
3,361
|
|
||||
Industrial
|
|
4,283
|
|
|
100
|
|
|
(3
|
)
|
|
4,380
|
|
||||
Other
|
|
441
|
|
|
11
|
|
|
—
|
|
|
452
|
|
||||
Residential mortgage-backed securities
|
|
1,828
|
|
|
9
|
|
|
(8
|
)
|
|
1,829
|
|
||||
Other mortgage- and asset-backed securities
|
|
1,769
|
|
|
7
|
|
|
(9
|
)
|
|
1,767
|
|
||||
Money market mutual funds
|
|
2,620
|
|
|
—
|
|
|
—
|
|
|
2,620
|
|
||||
Other short-term interest-bearing securities
|
|
2,186
|
|
|
—
|
|
|
—
|
|
|
2,186
|
|
||||
Total interest-bearing securities
|
|
23,403
|
|
|
310
|
|
|
(22
|
)
|
|
23,691
|
|
||||
Equity securities
|
|
52
|
|
|
2
|
|
|
—
|
|
|
54
|
|
||||
Total available-for-sale investments
|
|
$
|
23,455
|
|
|
$
|
312
|
|
|
$
|
(22
|
)
|
|
$
|
23,745
|
|
Classification in the Condensed Consolidated Balance Sheets
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Cash and cash equivalents
|
|
$
|
2,097
|
|
|
$
|
2,887
|
|
Marketable securities
|
|
18,741
|
|
|
20,804
|
|
||
Other assets — noncurrent
|
|
62
|
|
|
54
|
|
||
Total available-for-sale investments
|
|
$
|
20,900
|
|
|
$
|
23,745
|
|
Contractual maturity
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Maturing in one year or less
|
|
$
|
3,916
|
|
|
$
|
7,175
|
|
Maturing after one year through three years
|
|
4,926
|
|
|
5,014
|
|
||
Maturing after three years through five years
|
|
6,919
|
|
|
6,286
|
|
||
Maturing after five years through ten years
|
|
1,763
|
|
|
1,620
|
|
||
Mortgage- and asset-backed securities
|
|
3,314
|
|
|
3,596
|
|
||
Total interest-bearing securities
|
|
$
|
20,838
|
|
|
$
|
23,691
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Raw materials
|
$
|
215
|
|
|
$
|
192
|
|
Work in process
|
1,646
|
|
|
1,723
|
|
||
Finished goods
|
876
|
|
|
829
|
|
||
Total inventories
|
$
|
2,737
|
|
|
$
|
2,744
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
0.375% convertible notes due 2013 (0.375% 2013 Convertible Notes)
|
$
|
—
|
|
|
$
|
2,488
|
|
1.875% notes due 2014 (1.875% 2014 Notes)
|
1,000
|
|
|
1,000
|
|
||
4.85% notes due 2014 (4.85% 2014 Notes)
|
1,000
|
|
|
1,000
|
|
||
2.30% notes due 2016 (2.30% 2016 Notes)
|
749
|
|
|
749
|
|
||
2.50% notes due 2016 (2.50% 2016 Notes)
|
999
|
|
|
999
|
|
||
2.125% notes due 2017 (2.125% 2017 Notes)
|
1,248
|
|
|
1,248
|
|
||
5.85% notes due 2017 (5.85% 2017 Notes)
|
1,099
|
|
|
1,099
|
|
||
6.15% notes due 2018 (6.15% 2018 Notes)
|
499
|
|
|
499
|
|
||
4.375% euro-denominated notes due 2018 (4.375% 2018 euro Notes)
|
708
|
|
|
723
|
|
||
5.70% notes due 2019 (5.70% 2019 Notes)
|
999
|
|
|
999
|
|
||
2.125% euro-denominated notes due 2019 (2.125% 2019 euro Notes)
|
868
|
|
|
887
|
|
||
4.50% notes due 2020 (4.50% 2020 Notes)
|
300
|
|
|
300
|
|
||
3.45% notes due 2020 (3.45% 2020 Notes)
|
897
|
|
|
897
|
|
||
4.10% notes due 2021 (4.10% 2021 Notes)
|
998
|
|
|
998
|
|
||
3.875% notes due 2021 (3.875% 2021 Notes)
|
1,745
|
|
|
1,745
|
|
||
3.625% notes due 2022 (3.625% 2022 Notes)
|
747
|
|
|
747
|
|
||
5.50% pound-sterling-denominated notes due 2026 (5.50% 2026 pound sterling Notes)
|
715
|
|
|
763
|
|
||
4.00% pound-sterling-denominated notes due 2029 (4.00% 2029 pound sterling Notes)
|
1,047
|
|
|
1,117
|
|
||
6.375% notes due 2037 (6.375% 2037 Notes)
|
899
|
|
|
899
|
|
||
6.90% notes due 2038 (6.90% 2038 Notes)
|
499
|
|
|
499
|
|
||
6.40% notes due 2039 (6.40% 2039 Notes)
|
996
|
|
|
996
|
|
||
5.75% notes due 2040 (5.75% 2040 Notes)
|
697
|
|
|
697
|
|
||
4.95% notes due 2041 (4.95% 2041 Notes)
|
595
|
|
|
595
|
|
||
5.15% notes due 2041 (5.15% 2041 Notes)
|
2,232
|
|
|
2,232
|
|
||
5.65% notes due 2042 (5.65% 2042 Notes)
|
1,244
|
|
|
1,244
|
|
||
5.375% notes due 2043 (5.375% 2043 Notes)
|
1,000
|
|
|
1,000
|
|
||
Other notes
|
112
|
|
|
109
|
|
||
Total debt
|
23,892
|
|
|
26,529
|
|
||
Less current portion
|
(7
|
)
|
|
(2,495
|
)
|
||
Total noncurrent debt
|
$
|
23,885
|
|
|
$
|
24,034
|
|
|
2013
|
|
2012
|
||||||||
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
||||
First quarter
|
9.1
|
|
$
|
771
|
|
|
21.0
|
|
$
|
1,429
|
|
|
Foreign
currency
translation
|
|
Cash flow
hedges
|
|
Available-for-sale
securities
|
|
Other
|
|
AOCI
|
||||||||||
Balance as of December 31, 2012
|
$
|
12
|
|
|
$
|
(35
|
)
|
|
$
|
183
|
|
|
$
|
(14
|
)
|
|
$
|
146
|
|
Foreign currency translation adjustments
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Unrealized (losses) gains
|
—
|
|
|
(25
|
)
|
|
(32
|
)
|
|
1
|
|
|
(56
|
)
|
|||||
Reclassification adjustments to income
|
—
|
|
|
144
|
|
|
(67
|
)
|
|
—
|
|
|
77
|
|
|||||
Income taxes
|
13
|
|
|
(44
|
)
|
|
37
|
|
|
—
|
|
|
6
|
|
|||||
Balance as of March 31, 2013
|
$
|
(11
|
)
|
|
$
|
40
|
|
|
$
|
121
|
|
|
$
|
(13
|
)
|
|
$
|
137
|
|
|
|
Amount reclassified out of AOCI
|
|
|
||
|
|
Three months ended
|
|
Line item affected in the
|
||
Components of AOCI
|
|
March 31, 2013
|
|
Statement of Income
|
||
Cash flow hedges:
|
|
|
|
|
||
Foreign currency contract losses
|
|
$
|
(4
|
)
|
|
Product sales
|
Cross-currency swap contract losses
|
|
(140
|
)
|
|
Interest and other income, net
|
|
|
|
(144
|
)
|
|
Total before income tax
|
|
|
|
53
|
|
|
Income tax (expense)/benefit
|
|
|
|
$
|
(91
|
)
|
|
Net of income taxes
|
Available-for-sale securities:
|
|
|
|
|
||
Net realized gains
|
|
$
|
67
|
|
|
Interest and other income, net
|
|
|
(25
|
)
|
|
Income tax (expense)/benefit
|
|
|
|
$
|
42
|
|
|
Net of income taxes
|
Level 1
|
—
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
|
Level 2
|
—
|
Valuations for which all significant inputs are observable, either directly or indirectly, other than level 1 inputs
|
Level 3
|
—
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement
|
|
|
Quoted prices in
active markets for identical assets (Level 1) |
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
|
||||||||
Fair value measurement
|
|
|
|
|
|
|||||||||||
as of March 31, 2013, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
2,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,707
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
1,019
|
|
|
—
|
|
|
1,019
|
|
||||
Foreign and other
|
|
—
|
|
|
1,466
|
|
|
—
|
|
|
1,466
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
3,977
|
|
|
—
|
|
|
3,977
|
|
||||
Industrial
|
|
—
|
|
|
4,457
|
|
|
—
|
|
|
4,457
|
|
||||
Other
|
|
—
|
|
|
479
|
|
|
—
|
|
|
479
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
1,817
|
|
|
—
|
|
|
1,817
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
1,497
|
|
|
—
|
|
|
1,497
|
|
||||
Money market mutual funds
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
1,677
|
|
|
—
|
|
|
1,677
|
|
||||
Equity securities
|
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||
Total assets
|
|
$
|
4,511
|
|
|
$
|
16,527
|
|
|
$
|
—
|
|
|
$
|
21,038
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Cross-currency swap contracts
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
||||
Contingent consideration obligations in connection with a business combination
|
|
—
|
|
|
—
|
|
|
222
|
|
|
222
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
222
|
|
|
$
|
315
|
|
|
|
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, 2012, using:
|
|
|
|
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
4,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,458
|
|
Other government-related debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
1,030
|
|
||||
Foreign and other
|
|
—
|
|
|
1,608
|
|
|
—
|
|
|
1,608
|
|
||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Financial
|
|
—
|
|
|
3,361
|
|
|
—
|
|
|
3,361
|
|
||||
Industrial
|
|
—
|
|
|
4,380
|
|
|
—
|
|
|
4,380
|
|
||||
Other
|
|
—
|
|
|
452
|
|
|
—
|
|
|
452
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
1,829
|
|
|
—
|
|
|
1,829
|
|
||||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
1,767
|
|
|
—
|
|
|
1,767
|
|
||||
Money market mutual funds
|
|
2,620
|
|
|
—
|
|
|
—
|
|
|
2,620
|
|
||||
Other short-term interest-bearing securities
|
|
—
|
|
|
2,186
|
|
|
—
|
|
|
2,186
|
|
||||
Equity securities
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
Cross-currency swap contracts
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Total assets
|
|
$
|
7,132
|
|
|
$
|
16,724
|
|
|
$
|
—
|
|
|
$
|
23,856
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Cross-currency swap contracts
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Contingent consideration obligations in connection with a business combination
|
|
—
|
|
|
—
|
|
|
221
|
|
|
221
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
221
|
|
|
$
|
286
|
|
|
|
Foreign currency
|
|
U.S. dollars
|
||||||||||
Hedged notes
|
|
Notional Amount
|
|
Interest rate
|
|
Notional Amount
|
|
Interest rate
|
||||||
2.125% 2019 euro Notes
|
|
€
|
675
|
|
|
2.125
|
%
|
|
$
|
864
|
|
|
2.6
|
%
|
5.50% 2026 pound sterling Notes
|
|
£
|
475
|
|
|
5.50
|
%
|
|
$
|
748
|
|
|
5.8
|
%
|
4.00% 2029 pound sterling Notes
|
|
£
|
700
|
|
|
4.00
|
%
|
|
$
|
1,122
|
|
|
4.3
|
%
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
Derivatives in cash flow hedging relationships
|
|
2013
|
|
2012
|
||||
Foreign currency contracts
|
|
$
|
100
|
|
|
$
|
(87
|
)
|
Cross-currency swap contracts
|
|
(125
|
)
|
|
8
|
|
||
Total
|
|
$
|
(25
|
)
|
|
$
|
(79
|
)
|
|
|
|
|
Three months ended
|
||||||
|
|
|
|
March 31,
|
||||||
Derivatives in cash flow hedging relationships
|
|
Statements of Income location
|
|
2013
|
|
2012
|
||||
Foreign currency contracts
|
|
Product sales
|
|
$
|
(4
|
)
|
|
$
|
11
|
|
Cross-currency swap contracts
|
|
Interest and other income, net
|
|
(140
|
)
|
|
13
|
|
||
Total
|
|
|
|
$
|
(144
|
)
|
|
$
|
24
|
|
|
|
|
|
Three months ended
|
||||||
|
|
|
|
March 31,
|
||||||
Derivatives not designated as hedging instruments
|
|
Statements of Income location
|
|
2013
|
|
2012
|
||||
Foreign currency contracts
|
|
Interest and other income, net
|
|
$
|
(16
|
)
|
|
$
|
(10
|
)
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
March 31, 2013
|
|
Balance Sheet location
|
|
Fair value
|
|
Balance Sheet location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
|
Other current assets/ Other noncurrent assets
|
|
$
|
8
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
72
|
|
Foreign currency contracts
|
|
Other current assets/ Other noncurrent assets
|
|
107
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
21
|
|
||
Interest rate swap contracts
|
|
Other current assets/ Other noncurrent assets
|
|
22
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
137
|
|
|
|
|
93
|
|
||
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
|
|
|
|
$
|
138
|
|
|
|
|
$
|
93
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||
December 31, 2012
|
|
Balance Sheet location
|
|
Fair value
|
|
Balance Sheet location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
|
Other current assets/ Other noncurrent assets
|
|
$
|
65
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
$
|
6
|
|
Foreign currency contracts
|
|
Other current assets/ Other noncurrent assets
|
|
45
|
|
|
Accrued liabilities/ Other noncurrent liabilities
|
|
58
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
110
|
|
|
|
|
64
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Other current assets
|
|
1
|
|
|
Accrued liabilities
|
|
1
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
1
|
|
|
|
|
1
|
|
||
Total derivatives
|
|
|
|
$
|
111
|
|
|
|
|
$
|
65
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
On March 19, 2013, we announced top-line results from the phase 3 trial in melanoma, which evaluated the efficacy and safety of talimogene laherparepvec for the treatment of unresected stage IIIB, IIIC or IV melanoma compared to treatment with subcutaneous granulocyte-macrophage colony-stimulating factor (GM-CSF).
|
•
|
In April 2013, we announced we had initiated phase 3 studies for the treatment of secondary hyperparathyroidism.
|
•
|
In April 2013, we announced plans to commence a pivotal study in the second quarter for biosimilar Herceptin
®
(trastuzumab).
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Product sales:
|
|
|
|
|
|
|||||
U.S.
|
$
|
3,172
|
|
|
$
|
2,997
|
|
|
6
|
%
|
Rest-of-the-world (ROW)
|
979
|
|
|
904
|
|
|
8
|
%
|
||
Total product sales
|
4,151
|
|
|
3,901
|
|
|
6
|
%
|
||
Other revenues
|
87
|
|
|
147
|
|
|
(41
|
)%
|
||
Total revenues
|
$
|
4,238
|
|
|
$
|
4,048
|
|
|
5
|
%
|
Operating expenses
|
$
|
2,796
|
|
|
$
|
2,571
|
|
|
9
|
%
|
Operating income
|
$
|
1,442
|
|
|
$
|
1,477
|
|
|
(2
|
)%
|
Net income
|
$
|
1,434
|
|
|
$
|
1,184
|
|
|
21
|
%
|
Diluted EPS
|
$
|
1.88
|
|
|
$
|
1.48
|
|
|
27
|
%
|
Diluted shares
|
764
|
|
|
800
|
|
|
(5
|
)%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Neulasta
®
/NEUPOGEN
®
|
$
|
1,338
|
|
|
$
|
1,344
|
|
|
—
|
%
|
ENBREL
|
1,039
|
|
|
938
|
|
|
11
|
%
|
||
Aranesp
®
|
468
|
|
|
518
|
|
|
(10
|
)%
|
||
EPOGEN
®
|
435
|
|
|
446
|
|
|
(2
|
)%
|
||
XGEVA
®
|
223
|
|
|
153
|
|
|
46
|
%
|
||
Prolia
®
|
142
|
|
|
88
|
|
|
61
|
%
|
||
Other products
|
506
|
|
|
414
|
|
|
22
|
%
|
||
Total product sales
|
$
|
4,151
|
|
|
$
|
3,901
|
|
|
6
|
%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Neulasta
®
— U.S.
|
$
|
827
|
|
|
$
|
814
|
|
|
2
|
%
|
Neulasta
®
— ROW
|
212
|
|
|
225
|
|
|
(6
|
)%
|
||
Total Neulasta
®
|
1,039
|
|
|
1,039
|
|
|
—
|
%
|
||
NEUPOGEN
®
— U.S.
|
242
|
|
|
239
|
|
|
1
|
%
|
||
NEUPOGEN
®
— ROW
|
57
|
|
|
66
|
|
|
(14
|
)%
|
||
Total NEUPOGEN
®
|
299
|
|
|
305
|
|
|
(2
|
)%
|
||
Total Neulasta
®
/NEUPOGEN
®
|
$
|
1,338
|
|
|
$
|
1,344
|
|
|
—
|
%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
ENBREL — U.S.
|
$
|
974
|
|
|
$
|
878
|
|
|
11
|
%
|
ENBREL — Canada
|
65
|
|
|
60
|
|
|
8
|
%
|
||
Total ENBREL
|
$
|
1,039
|
|
|
$
|
938
|
|
|
11
|
%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Aranesp
®
— U.S.
|
$
|
168
|
|
|
$
|
202
|
|
|
(17
|
)%
|
Aranesp
®
— ROW
|
300
|
|
|
316
|
|
|
(5
|
)%
|
||
Total Aranesp
®
|
$
|
468
|
|
|
$
|
518
|
|
|
(10
|
)%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
EPOGEN
®
— U.S.
|
$
|
435
|
|
|
$
|
446
|
|
|
(2
|
)%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
XGEVA
®
— U.S.
|
$
|
178
|
|
|
$
|
139
|
|
|
28
|
%
|
XGEVA
®
— ROW
|
45
|
|
|
14
|
|
|
*
|
|
||
Total XGEVA
®
|
223
|
|
|
153
|
|
|
46
|
%
|
||
Prolia
®
— U.S.
|
87
|
|
|
54
|
|
|
61
|
%
|
||
Prolia
®
— ROW
|
55
|
|
|
34
|
|
|
62
|
%
|
||
Total Prolia
®
|
142
|
|
|
88
|
|
|
61
|
%
|
||
Total XGEVA
®
/Prolia
®
|
$
|
365
|
|
|
$
|
241
|
|
|
51
|
%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Sensipar
®
— U.S.
|
$
|
179
|
|
|
$
|
140
|
|
|
28
|
%
|
Sensipar
®
/Mimpara
®
— ROW
|
85
|
|
|
79
|
|
|
8
|
%
|
||
Vectibix
®
— U.S.
|
27
|
|
|
31
|
|
|
(13
|
)%
|
||
Vectibix
®
— ROW
|
60
|
|
|
59
|
|
|
2
|
%
|
||
Nplate
®
— U.S.
|
55
|
|
|
54
|
|
|
2
|
%
|
||
Nplate
®
— ROW
|
41
|
|
|
36
|
|
|
14
|
%
|
||
Other — ROW
|
59
|
|
|
15
|
|
|
*
|
|
||
Total other products
|
$
|
506
|
|
|
$
|
414
|
|
|
22
|
%
|
Total U.S. — other products
|
$
|
261
|
|
|
$
|
225
|
|
|
16
|
%
|
Total ROW — other products
|
245
|
|
|
189
|
|
|
30
|
%
|
||
Total other products
|
$
|
506
|
|
|
$
|
414
|
|
|
22
|
%
|
|
Three months ended
|
|
|
|||||||
|
March 31,
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Cost of sales
|
$
|
744
|
|
|
$
|
750
|
|
|
(1
|
)%
|
% of product sales
|
17.9
|
%
|
|
19.2
|
%
|
|
|
|||
Research and development
|
$
|
878
|
|
|
$
|
736
|
|
|
19
|
%
|
% of product sales
|
21.2
|
%
|
|
18.9
|
%
|
|
|
|||
Selling, general and administrative
|
$
|
1,158
|
|
|
$
|
1,079
|
|
|
7
|
%
|
% of product sales
|
27.9
|
%
|
|
27.7
|
%
|
|
|
|||
Other
|
$
|
16
|
|
|
$
|
6
|
|
|
*
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Interest expense, net
|
$
|
263
|
|
|
$
|
235
|
|
Interest and other income, net
|
$
|
164
|
|
|
$
|
124
|
|
(Benefit) provision for income taxes
|
$
|
(91
|
)
|
|
$
|
182
|
|
Effective tax rate
|
(6.8
|
)%
|
|
13.3
|
%
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Cash, cash equivalents and marketable securities
|
$
|
21,271
|
|
|
$
|
24,061
|
|
Total assets
|
51,640
|
|
|
54,298
|
|
||
Current portion of long-term debt
|
7
|
|
|
2,495
|
|
||
Long-term debt
|
23,885
|
|
|
24,034
|
|
||
Stockholders’ equity
|
19,491
|
|
|
19,060
|
|
|
Three months ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Net cash provided by operating activities
|
$
|
1,049
|
|
|
$
|
972
|
|
Net cash provided by (used in) investing activities
|
1,809
|
|
|
(2,346
|
)
|
||
Net cash used in financing activities
|
(3,585
|
)
|
|
(1,365
|
)
|
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
|
|
Total number
of shares
purchased
|
|
Average
price paid
per share
|
|
Total number of
shares purchased
as part of publicly announced program
|
|
Maximum dollar
value that may
yet be purchased
under the program
(1)
|
||||||
January 1 - January 31
|
5,261,500
|
|
|
$
|
85.30
|
|
|
5,261,500
|
|
|
$
|
1,882,491,021
|
|
February 1 - February 28
|
3,811,000
|
|
|
84.66
|
|
|
3,811,000
|
|
|
1,559,838,541
|
|
||
March 1 - March 31
|
—
|
|
|
|
|
|
—
|
|
|
1,559,838,541
|
|
||
|
9,072,500
|
|
|
85.03
|
|
|
9,072,500
|
|
|
|
(1)
|
On December 13, 2012, our Board of Directors authorized the repurchase of an additional $2 billion of our common stock.
|
Item 6.
|
EXHIBITS
|
|
|
Amgen Inc.
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
May 3, 2013
|
By:
|
|
/s/ Jonathan M. Peacock
|
|
|
|
|
Jonathan M. Peacock
|
|
|
|
|
Executive Vice President
and Chief Financial Officer
|
Exhibit No.
|
|
Description
|
3.1*
|
|
Restated Certificate of Incorporation of Amgen Inc. (As Restated March 6, 2013).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Amgen Inc. (As Amended and Restated March 6, 2013). (Filed as an exhibit to Form 8-K filed on March 6, 2013 and incorporated herein by reference.)
|
|
|
|
4.1
|
|
Form of stock certificate for the common stock, par value $.0001 of the Company. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1997 on May 13, 1997 and incorporated herein by reference.)
|
|
|
|
4.2
|
|
Form of Indenture, dated January 1, 1992. (Filed as an exhibit to Form S-3 Registration Statement filed on December 19, 1991 and incorporated herein by reference.)
|
|
|
|
4.3
|
|
Agreement of Resignation, Appointment and Acceptance dated February 15, 2008. (Filed as an exhibit to Form 10-K for the year ended December 31, 2007 on February 28, 2008 and incorporated herein by reference.)
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated February 26, 1997. (Filed as an exhibit to Form 8-K on March 14, 1997 and incorporated herein by reference.)
|
|
|
|
4.5
|
|
8-1/8% Debentures due April 1, 2097. (Filed as an exhibit to Form 8-K filed on April 8, 1997 and incorporated herein by reference.)
|
|
|
|
4.6
|
|
Officer's Certificate, dated as of January 1, 1992, as supplemented by the First Supplemental Indenture, dated as of February 26, 1997, establishing a series of securities entitled “8 1/8% Debentures due April 1, 2097.” (Filed as an exhibit to Form 8-K filed on April 8, 1997 and incorporated herein by reference.)
|
|
|
|
4.7
|
|
Indenture, dated as of August 4, 2003. (Filed as an exhibit to Form S-3 Registration Statement on August 4, 2003 and incorporated herein by reference.)
|
|
|
|
4.8
|
|
Officers' Certificate, dated November 18, 2004, including forms of the 4.00% Senior Notes due 2009 and 4.85% Senior Notes due 2014. (Filed as an exhibit to Form 8-K on November 19, 2004 and incorporated herein by reference.)
|
|
|
|
4.9
|
|
Indenture, dated as of February 17, 2006 and First Supplemental Indenture, dated as of June 8, 2006 (including form of 0.375% Convertible Senior Note due 2013). (Filed as exhibit to Form 10-Q for the quarter ended June 30, 2006 on August 9, 2006 and incorporated herein by reference.)
|
|
|
|
4.10
|
|
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.)
|
|
|
|
4.11
|
|
Officers' Certificate of Amgen Inc., dated as of May 30, 2007, including forms of the Company's Senior Floating Rate Notes due 2008, 5.85% Senior Notes due 2017 and 6.375% Senior Notes due 2037. (Filed as an exhibit to Form 8-K on May 30, 2007 and incorporated herein by reference.)
|
|
|
|
4.12
|
|
Officers' Certificate of Amgen Inc., dated as of May 23, 2008, including forms of the Company's 6.15% Senior Notes due 2018 and 6.90% Senior Notes due 2038. (Filed as exhibit to Form 8-K on May 23, 2009 and incorporated herein by reference.)
|
|
|
|
4.13
|
|
Officers' Certificate of Amgen Inc., dated as of January 16, 2009, including forms of the Company's 5.70% Senior Notes due 2019 and 6.40% Senior Notes due 2039. (Filed as exhibit to Form 8-K on January 16, 2009 and incorporated herein by reference.)
|
|
|
|
4.14
|
|
Officers' Certificate of Amgen Inc., dated as of March 12, 2010, including forms of the Company's 4.50% Senior Notes due 2020 and 5.75% Senior Notes due 2040. (Filed as exhibit to Form 8-K on March 15, 2010 and incorporated herein by reference.)
|
|
|
|
4.15
|
|
Officers' Certificate of Amgen Inc., dated as of September 16, 2010, including forms of the Company's 3.45% Senior Notes due 2020 and 4.95% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.)
|
|
|
|
4.16
|
|
Officers' Certificate of Amgen Inc., dated as of June 30, 2011, including forms of the Company's 2.30% Senior Notes due 2016, 4.10% Senior Notes due 2021 and 5.65% Senior Notes due 2042. (Filed as an exhibit to Form 8-K on June 30, 2011 and incorporated herein by reference.)
|
|
|
|
Exhibit No.
|
|
Description
|
4.17
|
|
Officers' Certificate of Amgen Inc., dated as of November 10, 2011, including forms of the Company's 1.875% Senior Notes due 2014, 2.50% Senior Notes due 2016, 3.875% Senior Notes due 2021 and 5.15% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on November 10, 2011 and incorporated herein by reference.)
|
|
|
|
4.18
|
|
Officers' Certificate of Amgen Inc., dated as of December 5, 2011, including forms of the Company's 4.375% Senior Notes due 2018 and 5.50% Senior Notes due 2026. (Filed as an exhibit to Form 8-K on December 5, 2011 and incorporated herein by reference.)
|
|
|
|
4.19
|
|
Officers' Certificate of Amgen Inc., dated as of May 15, 2012, including forms of the Company's 2.125% Senior Notes due 2017, 3.625% Senior Notes due 2022 and 5.375% Senior Notes due 2043. (Filed as an exhibit to Form 8-K on May 15, 2012 and incorporated herein by reference.)
|
|
|
|
4.20
|
|
Officers' Certificate of Amgen Inc., dated as of September 13, 2012, including forms of the Company's 2.125% Senior Notes due 2019 and 4.000% Senior Notes due 2029. (Filed as an exhibit to Form 8-K on September 13, 2012 and incorporated herein by reference.)
|
|
|
|
10.1+
|
|
Amgen Inc. 2009 Equity Incentive Plan. (Filed as Appendix A to the Definitive Proxy Statement on Schedule 14A on March 26, 2009 and incorporated herein by reference.)
|
|
|
|
10.2+*
|
|
Form of Stock Option Agreement for the Amgen Inc. 2009 Equity Incentive Plan. (As Amended on March 6, 2013.)
|
|
|
|
10.3+*
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Equity Incentive Plan. (As Amended on March 6, 2013.)
|
|
|
|
10.4+*
|
|
Amgen Inc. 2009 Performance Award Program. (As Amended on March 6, 2013.)
|
|
|
|
10.5+*
|
|
Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on March 6, 2013.)
|
|
|
|
10.6+*
|
|
Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March 6, 2013.)
|
|
|
|
10.7+
|
|
Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (Filed as an exhibit to Form 8-K on May 8, 2009 and incorporated herein by reference.)
|
|
|
|
10.8+*
|
|
Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March 6, 2013.)
|
|
|
|
10.9+
|
|
Amgen Inc. Supplemental Retirement Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)
|
|
|
|
10.10+
|
|
First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective April 11, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)
|
|
|
|
10.11+
|
|
Second Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.12+
|
|
Third Amendment to the Amgen Inc. Supplemental Retirement Plan, effective January 1, 2012. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.13+
|
|
Fourth Amendment to the Amgen Inc. Supplemental Retirement Plan, effective June 18, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.14+
|
|
Fifth Amendment to the Amgen Inc. Supplemental Retirement Plan, effective August 27, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2012 on November 6, 2012 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.)
|
|
|
|
Exhibit No.
|
|
Description
|
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+
|
|
Amgen Inc. Executive Nonqualified Retirement Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)
|
|
|
|
10.19+
|
|
First Amendment to the Amgen Inc. Executive Nonqualified Retirement Plan, effective July 21, 2010. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010 on August 9, 2010 and incorporated herein by reference.)
|
|
|
|
10.20+
|
|
Amgen Nonqualified Deferred Compensation 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.)
|
|
|
|
10.21+
|
|
First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective April 11, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)
|
|
|
|
10.22+
|
|
Second Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.23+
|
|
Third Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective June 18, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.24+
|
|
Fourth Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective August 27, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2012 on November 6, 2012 and incorporated herein by reference.)
|
|
|
|
10.25+
|
|
Agreement between Amgen Inc. and Mr. Jonathan M. Peacock, dated July 5, 2010. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2010 on November 8, 2010 and incorporated herein by reference.)
|
|
|
|
10.26+
|
|
Agreement between Amgen Inc. and Mr. Anthony C. Hooper, dated October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.27+
|
|
Grant Agreement, dated December 3, 2012, between Amgen Inc. and Reed College. (Filed as an exhibit to Form 8-K on December 7, 2012 and incorporated herein by reference.)
|
|
|
|
10.28+*
|
|
Consulting Services Agreement, entered into as of January 25, 2013, by and between Amgen Inc. and Fabrizio Bonanni.
|
|
|
|
10.29+
|
|
Restricted Stock Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.30+
|
|
Performance Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)
|
|
|
|
10.31
|
|
Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated, September 30, 1985 between Amgen and Ortho Pharmaceutical Corporation. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)
|
|
|
|
10.32
|
|
Shareholders' Agreement, dated May 11, 1984, among Amgen, Kirin Brewery Company, Limited and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.33
|
|
Amendment No. 1 dated March 19, 1985, Amendment No. 2 dated July 29, 1985 (effective July 1, 1985), and Amendment No. 3, dated December 19, 1985, to the Shareholders' Agreement dated May 11, 1984. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)
|
|
|
|
10.34
|
|
Amendment No. 4 dated October 16, 1986 (effective July 1, 1986), Amendment No. 5 dated December 6, 1986 (effective July 1, 1986), Amendment No. 6 dated June 1, 1987, Amendment No. 7 dated July 17, 1987 (effective April 1, 1987), Amendment No. 8 dated May 28, 1993 (effective November 13, 1990), Amendment No. 9 dated December 9, 1994 (effective June 14, 1994), Amendment No. 10 effective March 1, 1996, and Amendment No. 11 effective March 20, 2000 to the Shareholders' Agreement, dated May 11, 1984. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.35
|
|
Amendment No. 12 to the Shareholders' Agreement, dated January 31, 2001. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2005 on August 8, 2005 and incorporated herein by reference.)
|
|
|
|
10.36
|
|
Amendment No. 13 to the Shareholders' Agreement, dated June 28, 2007 (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2007 on August 9, 2007 and incorporated herein by reference.)
|
|
|
|
10.37
|
|
Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated September 30, 1985, between Kirin-Amgen, Inc. and Ortho Pharmaceutical Corporation. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)
|
|
|
|
10.38
|
|
Research, Development Technology Disclosure and License Agreement: PPO, dated January 20, 1986, by and between Kirin Brewery Co., Ltd. and Amgen Inc. (Filed as an exhibit to Amendment No. 1 to Form S-1 Registration Statement on March 11, 1986 and incorporated herein by reference.)
|
|
|
|
10.39
|
|
Assignment and License Agreement, dated October 16, 1986 (effective July 1, 1986), between Amgen and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.40
|
|
G-CSF United States License Agreement, dated June 1, 1987 (effective July 1, 1986), Amendment No. 1, dated October 20, 1988, and Amendment No. 2, dated October 17, 1991 (effective November 13, 1990), between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.41
|
|
G-CSF European License Agreement, dated December 30, 1986, between Kirin-Amgen and Amgen, Amendment No. 1 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated June 1, 1987, Amendment No. 2 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated March 15, 1998, Amendment No. 3 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated October 20, 1988, and Amendment No. 4 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated December 29, 1989, between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)
|
|
|
|
10.42
|
|
Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and among Immunex Corporation, American Home Products Corporation and Amgen Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on March 22, 2002 and incorporated herein by reference.)
|
|
|
|
10.43
|
|
Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective as of July 8, 2003, among Wyeth, Amgen Inc. and Immunex Corporation (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2003 on March 11, 2004 and incorporated herein by reference.)
|
|
|
|
10.44
|
|
Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective as of April 20, 2004, by and among Wyeth, Amgen Inc. and Immunex Corporation. (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on June 29, 2004 and incorporated herein by reference.)
|
|
|
|
10.45
|
|
Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among Wyeth, Amgen Inc. and Immunex Corporation (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2005 on May 4, 2005 and incorporated herein by reference.)
|
|
|
|
10.46
|
|
Confirmation of OTC Convertible Note Hedge related to 2013 Notes, dated February 14, 2006, to Amgen Inc. from Merrill Lynch International related to 0.375% Convertible Senior Notes Due 2013. (Filed as an exhibit to Form 10-K for the year ended December 31, 2005 on March 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.47
|
|
Confirmation of OTC Warrant Transaction, dated February 14, 2006, to Amgen Inc. from Merrill Lynch International for warrants expiring in 2013. (Filed as an exhibit to Form 10-K for the year ended December 31, 2005 on March 10, 2006 and incorporated herein by reference.)
|
|
|
|
10.48
|
|
Credit Agreement, dated as of December 2, 2011, among Amgen Inc., with Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book runners, and the other banks party thereto. (Filed as an exhibit to Form 8-K filed on December 2, 2011 and incorporated herein by reference.)
|
|
|
|
Exhibit No.
|
|
Description
|
10.49
|
|
Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited dated May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No. 1, effective as of June 9, 2003, to Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.50
|
|
Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (Previously filed as an exhibit to Form 10-K for the year ended December 31, 2008 on February 27, 2009.), as amended by Amendment Number 1 dated March 31, 2010 (portions of the exhibit have been omitted pursuant to a request for confidential treatment), Amendment Number 2 dated May 12, 2011 (as corrected by the Letter Agreement) (portions of the exhibit have been omitted pursuant to a request for confidential treatment), and Letter Agreement dated July 19, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)
|
|
|
|
10.51
|
|
Amendment Number 3, dated July 1, 2011, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2011 on November 4, 2011 and incorporated herein by reference.)
|
|
|
|
10.52*
|
|
Amendment Number 4, dated March 20, 2013, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc.
|
|
|
|
10.53
|
|
Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)
|
|
|
|
10.54
|
|
Amendment Number 1, dated as of January 24, 2012, to Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.55
|
|
Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)
|
|
|
|
10.56
|
|
Amendment Number 1, dated September 20, 2010, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2010 on November 8, 2010 and incorporated herein by reference.)
|
|
|
|
10.57
|
|
Amendment Number 2, dated as of January 24, 2012, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.58
|
|
Sourcing and Supply Agreement, dated November 15, 2011, by and between Amgen USA Inc, a wholly owned subsidiary of Amgen Inc., and DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)
|
|
|
|
10.59
|
|
Amendment Number 1 to Sourcing and Supply Agreement, effective as of January 1, 2013, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Healthcare Partners Inc. f/k/a DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)
|
|
|
|
10.60
|
|
Collaboration Agreement dated March 30, 2012 by and between Amgen Inc. and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.)
|
|
|
|
31*
|
|
Rule 13a-14(a) Certifications.
|
|
|
|
32**
|
|
Section 1350 Certifications.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
Exhibit No.
|
|
Description
|
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.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004. Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on science, technology, engineering, and mathematics (STEM) education. Dr. Austin has been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers and mobile and communication devices, since February 2024, serving on its Audit and Finance Committee. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016 and lead independent director since 2022, serving as the Chair of the Board Nominating and Governance Committee and a member of the Management Compensation Committee. Dr. Austin served as a director of Virgin Galactic Holdings, Inc., a commercial space flight company, from 2019 until 2023, serving as the Chair of the Compensation Committee and a member of the Safety Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering. Qualifications Our Board concluded that Dr. Austin should serve on our Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her board experience, including leadership roles at public company boards with global business operations. | |||
Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacturing, and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert has been a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010 and non-executive Chair of the Board since 2021, serving as the Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation and Human Capital Committee. Mr. Eckert also has served as a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2020, serving as the Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert served as a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, from 2003 until 2023, serving as a member of the Public Policy and Strategy Committee and the Governance Committee. He was appointed a director of Eyemart Express Holdings LLC, a privately held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured and extensive experience as a chief executive officer, director, and board chair of large public companies, his broad international experience in marketing and business development, and his valuable governance and management leadership experience. | |||
Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm's banking department and corporate finance activities in Europe. Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes and defense, space and securities systems, since 2016, serving as the Chair of the Governance and Public Policy Committee and a member of the Compensation Committee. He previously served as the Chair of the Finance Committee of Boeing from 2021 to 2024. Mr. Bradway has served on the board of trustees of USC since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School. Qualifications Our Board concluded that Mr. Bradway should serve on our Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer, and board experience at large, highly regulated public companies. | |||
S. Omar Ishrak is the former Executive Chairman and Chairman of the Board of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chairman and Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation, (1) a multinational corporation and technology company, since 2017, serving as a member of the Audit and Finance Committee and Corporate Governance and Nominating Committee; he was Chairman of its Board from 2020 until 2023. Dr. Ishrak has served as Co-Chairman and lead independent director, as well as a member of the Audit Committee and Nominating and Corporate Governance Committee, of Allurion Technologies, Inc., a weight loss platform combined with gastric balloon, since its merger in 2023 with Compute Health Acquisition Corporation, a special purpose acquisition company, where Dr. Ishrak served as Chairman of the Board of Directors from 2021 until its merger in 2023. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. Qualifications Our Board concluded that Dr. Ishrak should serve on our Board based on Dr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills. | |||
Michael V. Drake has served as our director since 2022. Dr. Drake has been President of the University of California, a system of 10 campuses, five medical centers, and three nationally affiliated labs since 2020. (1) Dr. Drake previously served as President of The Ohio State University from 2014 to 2020. He was Chancellor and Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education) of the University of California, Irvine, from 2005 to 2014, and served as Vice President for Health Affairs for the University of California system from 2000 to 2005. Prior to this, Dr. Drake was on the faculty of the University of California, San Francisco School of Medicine in various roles from 1979, and was the Steven P. Shearing Professor of Ophthalmology from 1998 to 2005 and Senior Associate Dean for Admissions and Extramural Academic Programs from 1998 to 2000. Dr. Drake received his undergraduate degree from Stanford University and his medical doctorate from the University of California, San Francisco. Qualifications Our Board concluded that Dr. Drake should serve on our Board based on his medical, healthcare and scientific background and his extensive management and leadership experience, including his more than two decades of leading and advancing two world-ranking academic systems where he has demonstrated his expertise at managing complex organizations. | |||
Mary E. Klotman has been Executive Vice President for Health Affairs of Duke University since 2023, Dean of the Duke University School of Medicine since 2017, and Chief Academic Officer of Duke Health since 2020. Dr. Klotman previously served as chair of the Department of Medicine in the Duke University School of Medicine from 2010 to 2017. She was the Irene and Dr. Arthur M. Fishberg Professor of Medicine at the Mount Sinai School of Medicine and served as chief of the Division of Infectious Diseases from 1997 to 2010. Dr. Klotman was also co-director of Mount Sinai’s Global Health and Emerging Pathogens Institute, a program designed to translate basic science discoveries into clinical therapeutics for newly emerging and re-emerging infectious diseases. Dr. Klotman was elected to the National Academy of Medicine in 2014 and the American Academy of Arts and Sciences in 2021. Dr. Klotman received both her undergraduate degree and her medical doctorate from Duke University. Qualifications Our Board concluded that Dr. Klotman should serve on our Board based on her broad medical and scientific background, including her expertise leading an important academic institution, her extensive scientific research, and important contributions as a clinician and physician-scientist. | |||
Greg C. Garland was the Executive Chairman of the board of directors of Phillips 66, a diversified energy manufacturing and logistics company, from July 2022 to May 2024, and chaired the Executive Committee. Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 from 2012 to June 2022. Prior to Phillips 66, Mr. Garland served as Senior Vice President of Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Products from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland received an undergraduate degree in Chemical Engineering from Texas A&M University. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. He is a member of the Board of Visitors, and an Executive Committee Member of The University of Texas MD Anderson Cancer Center, a leading cancer research and treatment institution. He is a founding member of Houston’s CEO Against Cancer. Mr. Garland serves as Vice Chairman of the Barbara Bush Literacy Foundation. Qualifications Our Board concluded that Mr. Garland should serve on our Board because Mr. Garland’s experience as a chief executive officer and chairman has provided him with strong management experience overseeing complex multinational businesses operating in highly regulated industries as well as expertise in financial reporting, risk management, environmental issues, business transformations and capital markets. He has significant experience with public policy and government affairs through his service on numerous councils and associations including former Chair of the American Petroleum Institute and was appointed by two administrations to serve on the National Petroleum Council. | |||
Ellen J. Kullman is Executive Chair of the Board of Carbon, Inc., doing business as Carbon3D, Inc., a privately held 3D printing company, having held this position since 2022. Ms. Kullman served as President and Chief Executive Officer of Carbon, Inc. from 2019 to 2022, and has been a member of its board since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, chairing its Public Responsibilities Committee and serving on its Compensation and Corporate Governance and Nominating Committees. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, chairing its Nominating and Governance Committee and serving as lead independent director since 2023. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 until its merger with Raytheon Company in 2020, serving on its Compensation, Finance and Executive Committees and as lead director from 2018. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee. Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and is a Trustee Emerita of Tufts University School of Engineering, having served on its Board of Advisors since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. Since 2016, Ms. Kullman has been a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Ms. Kullman should serve on our Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. | |||
Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President of Walmart and prior to that, as Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately held provider of audit, consulting, tax, and advisory services, from 2016 to 2019. Mr. Holley has been a director of Phillips 66, since 2019 and serves on the Audit and Finance Committee and the Public Policy and Sustainability Committee. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since 2020 and chairs the Audit Committee and serves as a member of the Governance Committee. Mr. Holley is a lifetime member of the Advisory Council for the McCombs School of Business at the University of Texas at Austin and a member of the University of Texas Presidents’ Development Board. Mr. Holley received an undergraduate degree from the University of Texas at Austin and a master’s degree in business administration from the University of Houston. Qualifications Our Board concluded that Mr. Holley should serve on our Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. | |||
Brian J. Druker was the director of the Oregon Health & Science University, or OHSU, Knight Cancer Institute from 2007 to 2024. Dr. Druker joined OHSU in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker served as an associate dean for oncology of the OHSU School of Medicine from 2010 to 2024, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019. Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has been a member of the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to GRAIL, Inc. (formerly known as GRAIL, LLC), a biotechnology company, since 2021, and served on its scientific advisory board, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately held molecular diagnostics company that was acquired by ICON plc in 2019. Dr. Druker has been a member of the board of directors of the Burroughs Wellcome Fund since 2018, an independent, private foundation supporting research and other scientific and education activities. Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec ® ) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. Qualifications Our Board concluded that Dr. Druker should serve on our Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients. | |||
Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee and is a member of the Governance and Sustainability Committee. Ms. Miles has also been a director of Carrier Global Corporation since January 2025 and serves as a member of the Audit and Governance Committees. Ms. Miles was a director of Norfolk Southern Corporation, a transportation company, from 2014 to 2024 and non-executive Chair of the Board and Chair of the Executive Committee from 2022 to 2024. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles serves on the board of trustees of the Boys and Girls Club of Eastern Tennessee. Ms. Miles received an undergraduate degree from the University of Tennessee. Qualifications Our Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board. |
Name and
|
Year |
Salary
|
Bonus
|
Stock
|
Option
|
Non-Equity
|
All Other
|
Total
|
|
Robert A. Bradway |
2024 |
1,869,242 |
0 |
12,599,930 |
5,399,991 |
3,845,000 |
714,332 |
24,428,495 |
|
Chief Executive Officer |
2023 |
1,786,977 |
0 |
11,138,503 |
4,773,714 |
4,264,000 |
680,456 |
22,643,650 |
|
and President |
2022 |
1,722,300 |
0 |
11,138,544 |
4,773,714 |
3,122,000 |
643,175 |
21,399,733 |
|
Murdo Gordon |
2024 |
1,197,268 |
0 |
3,709,504 |
1,589,966 |
1,642,000 |
334,762 |
8,473,500 |
|
Executive Vice President, |
2023 |
1,144,623 |
0 |
3,499,708 |
1,499,969 |
1,821,000 |
277,511 |
8,242,811 |
|
Global Commercial Operations |
2022 |
1,103,277 |
0 |
3,499,679 |
1,499,985 |
1,333,000 |
281,285 |
7,717,226 |
|
David M. Reese |
2024 |
1,268,615 |
0 |
3,359,613 |
1,439,984 |
1,740,000 |
318,610 |
8,126,822 |
|
Executive Vice President, |
2023 |
1,212,823 |
0 |
3,149,928 |
1,349,985 |
1,929,000 |
260,919 |
7,902,655 |
|
and Chief Technology Officer |
2022 |
1,158,846 |
0 |
3,149,736 |
1,349,995 |
1,397,000 |
277,547 |
7,333,124 |
|
Peter H. Griffith |
2024 |
1,133,633 |
0 |
3,359,613 |
1,439,984 |
1,555,000 |
318,581 |
7,806,811 |
|
Executive Vice President |
2023 |
1,083,762 |
0 |
3,149,928 |
1,349,985 |
1,724,000 |
261,623 |
7,569,298 |
|
and Chief Financial Officer |
2022 |
1,044,492 |
0 |
3,149,736 |
1,349,995 |
1,262,000 |
267,512 |
7,073,735 |
|
James E. Bradner |
2024 |
1,214,331 |
1,021,429 |
9,528,772 |
1,289,932 |
1,661,000 |
198,917 |
14,914,381 |
|
Executive Vice President, |
|
|
|
|
|
|
|
|
|
Research and Development |
|
|
|
|
|
|
|
|
|
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
AMGEN INC | - | 35,368,700 | 0 |
Bradway Robert A | - | 641,734 | 0 |
Bradway Robert A | - | 400,188 | 90,000 |
Santos Esteban | - | 65,676 | 820 |
REESE DAVID M | - | 54,164 | 0 |
Gordon Murdo | - | 44,308 | 0 |
Gordon Murdo | - | 44,186 | 0 |
REESE DAVID M | - | 36,922 | 0 |
Graham Jonathan P | - | 28,987 | 0 |
Graham Jonathan P | - | 28,078 | 0 |
Bradner James E. | - | 22,393 | 0 |
Grygiel Nancy A. | - | 10,874 | 98 |
Miller Derek | - | 8,544 | 0 |
Grygiel Nancy A. | - | 7,210 | 102 |
Austin Wanda M | - | 6,544 | 0 |
Busch Matthew C. | - | 5,117 | 0 |
Drake Michael V | - | 3,738 | 0 |