AMGN 10-Q Quarterly Report Sept. 30, 2018 | Alphaminr

AMGN 10-Q Quarter ended Sept. 30, 2018

AMGEN INC
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits

Exhibits

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.) 4.3 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 Officers 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 March31, 1998 on May13, 1998 and incorporated herein by reference.) 4.9 Officers Certificate of Amgen Inc., dated May 30, 2007, including forms of the Companys Senior Floating Rate Notes due 2008, 5.85% Senior Notes due 2017 and 6.375% Senior Notes due 2037.(Filed as an exhibit to Form 8-K on May 30, 2007 and incorporated herein by reference.) 4.10 Officers Certificate of Amgen Inc., dated May 23, 2008, including forms of the Companys 6.15% Senior Notes due 2018 and 6.90% Senior Notes due 2038.(Filed as exhibit to Form 8-K on May 23, 2008 and incorporated herein by reference.) 4.11 Officers Certificate of Amgen Inc., dated January 16, 2009, including forms of the Companys 5.70% Senior Notes due 2019 and 6.40% Senior Notes due 2039.(Filed as exhibit to Form 8-K on January 16, 2009 and incorporated herein by reference.) 4.12 Officers Certificate of Amgen Inc., dated March 12, 2010, including forms of the Companys 4.50% Senior Notes due 2020 and 5.75% Senior Notes due 2040.(Filed as exhibit to Form 8-K on March 12, 2010 and incorporated herein by reference.) 4.13 Officers Certificate of Amgen Inc., dated September 16, 2010, including forms of the Companys 3.45% Senior Notes due 2020 and 4.95% Senior Notes due 2041.(Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.) 4.14 Officers Certificate of Amgen Inc., dated June 30, 2011, including forms of the Companys 2.30% Senior Notes due 2016, 4.10% Senior Notes due 2021 and 5.65% Senior Notes due 2042.(Filed as an exhibit to Form 8-K on June 30, 2011 and incorporated herein by reference.) 4.15 Officers Certificate of Amgen Inc., dated November 10, 2011, including forms of the Companys 1.875% Senior Notes due 2014, 2.50% Senior Notes due 2016, 3.875% Senior Notes due 2021 and 5.15% Senior Notes due 2041.(Filed as an exhibit to Form 8-K on November 10, 2011 and incorporated herein by reference.) 4.16 Officers Certificate of Amgen Inc., dated December 5, 2011, including forms of the Companys 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.) 4.17 Officers Certificate of Amgen Inc., dated May 15, 2012, including forms of the Companys 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.) 4.18 Officers Certificate of Amgen Inc., dated September 13, 2012, including forms of the Companys 2.125% Senior Notes due 2019 and 4.000% Senior Notes due 2029.(Filed as an exhibit to Form 8-K on September 13, 2012 and incorporated herein by reference.) 4.19 Indenture, dated May 22, 2014, between Amgen Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.) 4.20 Officers Certificate of Amgen Inc., dated May 22, 2014, including forms of the Companys Senior Floating Rate Notes due 2017, Senior Floating Rate Notes due 2019, 1.250% Senior Notes due 2017, 2.200% Senior Notes due 2019 and 3.625% Senior Notes due 2024.(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.) 4.21 Officers Certificate of Amgen Inc., dated May 1, 2015, including forms of the Companys 2.125% Senior Notes due 2020, 2.700% Senior Notes due 2022, 3.125% Senior Notes due 2025 and 4.400% Senior Notes due 2045.(Filed as an exhibit on Form 8-K on May 1, 2015 and incorporated herein by reference.) 4.22 Officers Certificate of Amgen Inc., dated as of February 25, 2016, including forms of the Companys 1.250% Senior Notes due 2022 and 2.000% Senior Notes due 2026.(Filed as an exhibit on Form 8-K on February 26, 2016 and incorporated herein by reference.) 4.23 Form of Permanent Global Certificate for the Companys 0.410% bonds due 2023.(Filed as an exhibit on Form 8-K on March 8, 2016 and incorporated herein by reference.) 4.24 Terms of the Bonds for the Companys 0.410% bonds due 2023.(Filed as an exhibit on Form 8-K on March 8, 2016 and incorporated herein by reference.) 4.25 Officers Certificate of Amgen Inc., dated as of June 14, 2016, including forms of the Companys 4.563% Senior Notes due 2048 and 4.663% Senior Notes due 2051.(Filed as an exhibit to Form 8-K on June 14, 2016 and incorporated herein by reference.) 4.26 Registration Rights Agreement, dated as of June 14, 2016, by and among Amgen Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Mizuho Securities USA Inc., as lead dealer managers, and Drexel Hamilton, LLC and The Williams Capital Group, L.P., as co-dealer managers.(Filed as an exhibit to Form 8-K on June 14, 2016 and incorporated herein by reference.) 4.27 Officers Certificate of Amgen Inc., dated as of August 19, 2016, including forms of the Companys 1.850% Senior Notes due 2021, 2.250% Senior Notes due 2023 and 2.600% Senior Notes due 2026.(Filed as an exhibit to Form 8-K on August 19, 2016 and incorporated herein by reference.) 4.28 Officers Certificate of Amgen Inc., dated as of May 11, 2017, including forms of the Companys Senior Floating Rate Notes due 2019, Senior Floating Rate Notes due 2020, 1.900% Senior Notes due 2019, 2.200% Senior Notes due 2020 and 2.650% Senior Notes due 2022.(Filed as an exhibit to Form 8-K on May 11, 2017 and incorporated herein by reference.) 4.29 Officers Certificate of Amgen Inc., dated as of November 2, 2017, including in the form of the Companys 3.200% Senior Notes due 2027.(Filed as an exhibit to Form 8-K on November 2, 2017 and incorporated by reference.) 10.1+ Amgen Inc. Amended and Restated 2009 Equity Incentive Plan.(Filed as Appendix C to the Definitive Proxy Statement on Schedule 14A on April 8, 2013 and incorporated herein by reference.) 10.2+ First Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 4, 2015.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2015 on April 27, 2015 and incorporated herein by reference.) 10.3+ Second Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 2, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2016 on May 2, 2016 and incorporated herein by reference.) 10.4+ Form of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 12, 2017.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.5+ Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 12, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.6+ Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2017 and incorporated herein by reference.) 10.7+ Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.8+ Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.9+ Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc. 2009 Director Equity Incentive Program.(Filed as an exhibit to Form 8-K on May 8, 2009 and incorporated herein by reference.) 10.10+ Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.11+ Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program.(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.12+ Amgen Inc. Supplemental Retirement Plan. (As Amended and Restated effective October 16, 2013.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.) 10.13+ First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 14, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.) 10.14+ Amended and Restated Amgen Change of Control Severance Plan. (As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.)(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.) 10.15+ Amgen Inc. Executive Incentive Plan. (As Amended and Restated effective January1, 2009.)(Filed as an exhibit to Form 10-Q for the quarter ended September30, 2008 on November7, 2008 and incorporated herein by reference.) 10.16+ First Amendment to the Amgen Inc. Executive Incentive Plan, effective December 13, 2012. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.) 10.17+ Second Amendment to the Amgen Inc. Executive Incentive Plan, effective January 1, 2017.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.) 10.18+ Amgen Nonqualified Deferred Compensation Plan. (As Amended and Restated effective October 16, 2013.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.) 10.19+ First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 14, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.) 10.20+ Agreement between Amgen Inc. and David W. Meline, effective July 21, 2014.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2014 on October 29, 2014 and incorporated herein by reference.) 10.21+ Agreement between Amgen Inc. and Jonathan Graham, dated May 11, 2015.(Filed as an exhibit to Form 10-Q/A for the quarter ended June 30, 2015 on August 6, 2015 and incorporated herein by reference.) 10.22+ Agreement between Amgen Inc. and Lori Johnston, dated October 25, 2016.(Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.) 10.23+* Agreement between Amgen Inc. and Murdo Gordon, dated July 25, 2018. 10.24 Amended and Restated Credit Agreement, dated July 30, 2014, among Amgen Inc., the Banks therein named, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent (the Credit Agreement). (Filed as an exhibit to Form 8-K on July 30, 2014 and incorporated herein by reference.) 10.25 Amendment No. 1 to the Credit Agreement, dated March 9, 2018, among Amgen Inc., the Banks therein named, and Citibank, N.A., as administrative agent.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2018 on April 25, 2018 and incorporated herein by reference.) 10.26 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.) 10.27 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.) 10.28 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.) 10.29 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.) 10.30 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.) 10.31 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.) 10.32 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.) 10.33 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.) 10.34 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.) 10.35 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.) 10.36 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.) 10.37 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.) 10.38 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.) 10.39 Amendment No. 1 to the Collaboration Agreement, dated March 20, 2018, by and between Novartis Pharma AG and Amgen Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment.)(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2018 on April 25, 2018 and incorporated herein by reference.) 31* Rule 13a-14(a) Certifications. 32** Section 1350 Certifications.