Amgen 2002 Annual Report Download - page 61

Page 59
AMGEN 2002 ANNUAL REPORT
Pursuant to the Amended and Restated Rights Plan,
each share of common stock outstanding has attached to it
one whole Right. One Right represents the right to pur-
chase one four-thousandth (1/4000) of a share of Series A
Preferred Stock of the Company at $350.00. The Rights will
expire on December 12, 2010.
Under certain circumstances, if an acquiring person or
group acquires 10% or more of the Company’s outstand-
ing common stock, an exercisable Right will entitle its
holder (other than the acquirer) to buy shares of common
stock of the Company having a market value of two times
the exercise price of one Right. However, in limited cir-
cumstances approved by the outside directors of the Board
of Directors, a stockholder who enters into an acceptable
standstill agreement may acquire up to 20% of the out-
standing shares without triggering the Rights. If an acquirer
acquires at least 10%, but less than 50%, of the Company’s
common stock, the Board of Directors may exchange each
Right (other than those of the acquirer) for one share of
common stock per Right. In addition, under certain cir-
cumstances, if the Company is involved in a merger or other
business combination where it is not the surviving corpo-
ration, an exercisable Right will entitle its holder to buy
shares of common stock of the acquiring company having
a market value of two times the exercise price of one Right.
The Company may redeem the Rights at $0.00025 per
Right at any time prior to the public announcement that
a 10% position has been acquired.
Stock repurchase program
The Company has a stock repurchase program primarily
to reduce the dilutive effect of its employee stock option and
stock purchase plans. Stock repurchased under the program
is intended to be retired. The amount the Company spends
and the number of shares repurchased varies based on a
variety of factors, including the stock price and blackout peri-
ods in which the Company is restricted from repurchasing
shares. In June 2002, the Board of Directors authorized
the Company to repurchase up to an additional $2.0 bil-
lion of common stock through June 30, 2004. At the time
of the additional authorization, the Company had approx-
imately $257.1 million remaining under the December
2000 stock repurchase authorization. In December 2000,
the Board of Directors authorized the Company to repur-
chase up to $2 billion of common stock between January
1, 2001 and December 31, 2002. As of December 31, 2002,
$1,842.1 million was available for stock repurchases through
June 30, 2004.
Other comprehensive income/(loss)
SFAS No. 130, “Reporting Comprehensive Income”, requires
unrealized gains/(losses) on the Company’s available-for-
sale securities and foreign currency forward contracts which
qualify and are designated as cash flow hedges, and foreign
currency translation adjustments to be included in other
comprehensive income.
Information regarding the components of accumulated
other comprehensive income/(loss) are as follows
(in millions):
Accumulated
Unrealized Foreign other
gains/(losses) currency comprehensive
on securities translation income
Balance at December 31, 2001 $107.6 $(51.3) $56.3
Current year other
comprehensive
(loss)/income (17.3) 28.2 10.9
Balance at December 31, 2002 $ 90.3 $(23.1) $67.2