Amgen 2013 Annual Report Download

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Dear Shareholders,
2013 was a landmark year for Amgen. We
delivered financially for investors as we executed
on our core strategies and set the stage for
long-term growth. In 2013, revenues increased
8 percent to $18.7 billion. Adjusted earnings per
share* grew 17 percent to $7.60, reflecting
strong execution and continued momentum in
our business. Our total shareholder return of
35 percent outperformed the S&P 500 in 2013.
Just as important, we made the long-term
investments necessary to continue to advance
our later-stage pipeline and grow globally.
We plan to have pivotal data on 10 innovative
molecules in our later-stage pipeline by 2016
and to advance a portfolio of six biosimilar
molecules that have the potential to begin
launching in 2017. We are also now present in
more than 75 countries, including Japan, China
and other emerging markets.
All of this gives me great confidence that we
are creating a very exciting future for Amgen.
We are pushing the boundaries of biotechnology
to find new ways to deliver for patients suffering
from serious illnesses. We are also bringing
our medicines to new markets, providing new
treatment options for patients around the world.
Delivering for Shareholders
Consistent with our capital allocation strategy,
we continued to return significant capital to
shareholders: first, in the form of $1.4 billion
in cash dividends paid in 2013, and second,
through the repurchase of $0.8 billion of our
stock in 2013, for a total return of capital of
$2.2 billion. In December 2013, we declared
a dividend of $0.61 per share of common
stock, payable in March 2014, representing a
30 percent increase over the quarterly dividend
paid in each of the last four quarters. In addition
to a higher dividend, our share price appreciated
significantly in 2013.
Continued Product Growth
Our performance in 2013 was driven by strong
execution across the portfolio. Product sales
grew 10 percent in the United States, and
8 percent in the rest of the world.
Neulasta® (pegfilgrastim) and NEUPOGEN®
(filgrastim) sales grew in 2013 with an
established track record of efficacy and safety
in the oncology setting. Notably, Neulasta®
represents more than 75 percent of our
filgrastim business.
With Enbrel® (etanercept), we are pleased that
the investment we have been making continues
to yield attractive returns. In addition, 2014 will
be an important year for ENBREL, as we expect
an $800-million incremental operating income
contribution from this franchise.
EPOGEN® (epoetin alfa) remained a viable
therapy for patients with anemia undergoing
dialysis in 2013.
Sensipar®/Mimpara® (cinacalcet), our therapy
for patients with secondary hyperparathyroidism
on dialysis, generated sales in excess of
$1 billion in 2013. Furthermore, Nplate®
(romiplostim) and Vectibix® (panitumumab)
continued to grow, while Aranesp® (darbepoetin
alfa) remained an important therapy in use by
physicians for the treatment of anemia.
Prolia® (denosumab) and XGEVA® (denosumab)
also continued to grow, having contributed sales
of $1.8 billion in 2013 and having now become
available in all major European countries. In
addition, XGEVA® became the seventh product
in our portfolio to exceed $1 billion of sales in
a single year.
Kyprolis® (carfilzomib) is in the early stages of
its launch and continues to be the therapy of
Letter to
Shareholders
*Adjusted earnings per share is a non-GAAP financial measure. See back page for reconciliation to U.S. generally accepted accounting principles (GAAP).
Robert A. Bradway, Chairman and Chief Executive Officer, Amgen Inc.

Table of contents

  • Page 1
    ... Robert A. Bradway, Chairman and Chief Executive Officer, Amgen Inc. Dear Shareholders, 2013 was a landmark year for Amgen. We delivered financially for investors as we executed on our core strategies and set the stage for long-term growth. In 2013, revenues increased 8 percent to $18.7 billion...

  • Page 2
    ... acquired Onyx Pharmaceuticals, Inc., a leading biopharmaceutical company engaged in the development and commercialization of innovative therapies for improving the lives of people with certain cancers. This is an important addition to our already strong oncology business. In 2013, we purchased the...

  • Page 3
    ... the potential to deliver high levels of skin clearance for many patients. Currently, products like Prolia are helping stop ® We broke ground in Singapore in early 2013 on a facility that will enable us to be faster, more flexible and more efficient in our manufacturing operations. Amgen is widely...

  • Page 4
    ... the operations of companies we have acquired may not be successful. Our business performance could affect or limit the ability of our Board of Directors to declare a dividend or our ability to pay a dividend or repurchase our common stock. Amgen Inc. One Amgen Center Drive Thousand Oaks, CA...

  • Page 5
    ... Thousand Oaks, California (Address of principal executive offices) (805) 447-1000 (I.R.S. Employer Identification No.) 91320-1799 (Zip Code) (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Tct: Title of Each Class Name of Each Exchange...

  • Page 6
    ... ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES CONTROLS AND PROCEDURES OTHER INFORMATION DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY...

  • Page 7
    ...in 2013 and early 2014 affecting our business. Acquisition • In October 2013, we acquired Onyx Pharmaceuticals, Inc. (Onyx), a global biopharmaceutical company engaged in the development and commercialization of innovative therapies for improving the lives of people with certain cancers. Onyx has...

  • Page 8
    ... jurisdictions outside of the United States as Procoralan ® for chronic heart failure and stable angina in patients with elevated heart rates. Talimogene Laherparepvec • In March 2013, we announced results from the phase 3 trial in melanoma, which evaluated the efficacy and safety of talimogene...

  • Page 9
    ...credit limits and, for certain customers, may require letters of credit. Our product sales to three large wholesalers, AmerisourceBergen Corporation, McKesson Corporation and Cardinal Health, Inc., each accounted for more than 10% of total revenues for each of the years ended December 31, 2013, 2012...

  • Page 10
    .... The rights to market and sell ENBREL outside the United States and Canada are reserved to Pfizer. ESAs (erythropoiesis-stimulating agents) Our ESAs include both Aranesp ® and EPOGEN ®. Beginning in 2006, safety concerns contributed to regulatory and reimbursement changes impacting the way ESAs...

  • Page 11
    ... or more patents with the same or earlier expiry date may fall under the same "general subject matter" and are not separately listed. Product Territory General Subject Matter Expiration Neulasta® (pegfilgrastim) U.S. Europe Pegylated G-CSF Pegylated G-CSF (1) Enbrel® (etanercept) Aranesp...

  • Page 12
    ...of new products, the development of new processes or technologies by competitors or the emergence of new information about existing products may result in increased competition for our marketed products, even for those protected by patents, or in a reduction of the price that we receive from selling...

  • Page 13
    ... them from commercializing in the United States until expiration of the patents. We anticipate EPOGEN® and Aranesp ® may begin to face competition during the second half of 2014 from the launch of MIRCERA ® in the United States. Pursuant to a December 2009 settlement agreement between Amgen and...

  • Page 14
    ...and expansion of our acquired formulation, fill and finish site in Ireland to manufacture our products. In 2013, Amgen announced a planned expansion in Singapore. The facility will initially focus on expanding Amgen's capability to manufacture monoclonal antibodies while bringing new technology and...

  • Page 15
    ..., the Public Health Service Act, the Food, Drug, and Cosmetic Act (FDCA) and the regulations promulgated thereunder, as well as other federal and state statutes and regulations govern, among other things, the production, research, development, testing, manufacture, quality control, labeling, storage...

  • Page 16
    .... In early February 2014, the FDA released its planned agenda for 2014, which included the possible publication of new draft guidance documents relating to biosimilar interchangeability, reference product exclusivity and biosimilars labeling. Regulation of Product Marketing and Promotion . The...

  • Page 17
    ... State False Claims Acts. In connection with entering into the settlement agreement, Amgen also entered into a corporate integrity agreement with the Office of Inspector General (OIG) of the U.S. Department of Health and Human Services that requires Amgen to maintain its corporate compliance program...

  • Page 18
    ...to the development of human therapeutics delivered as large molecules, small molecules, or other combination or new modalities. For the years ended December 31, 2013, 2012 and 2011, our R&D expenses were $4.1 billion, $3.4 billion and $3.2 billion, respectively. We have major R&D centers in several...

  • Page 19
    ... (EU only); Glucocorticoid-induced osteoporosis Gastric cancer Postmenopausal osteoporosis (PMO) ® Sensipar / Mimpara Trebananib Vectibix® ® Post renal transplant Melanoma Talimogene laherparepvec Ovarian cancer Metastatic colorectal cancer (mCRC) (US only) Velcalcetide (AMG 416...

  • Page 20
    ... human subjects. Phase 3 Product Candidate Program Changes As of February 11, 2013, we had 14 phase 3 programs. As of February 17, 2014, we had 16 phase 3 programs, as two programs had advanced into phase 3 trials, one program concluded and one program was added as a result of our Onyx acquisition...

  • Page 21
    ... in 2013. A phase 2 study in non-small cell lung cancer is ongoing. We decided not to pursue our marketing application to the EMA for XGEVA ® to treat men with castration-resistant prostate cancer at high risk of developing bone metastases. Evolocumab Evolocumab is a human monoclonal antibody...

  • Page 22
    Romosozumab Romosozumab is a humanized monoclonal antibody that inhibits the action of sclerostin. Romosozumab is being developed in collaboration with UCB for PMO. Phase 3 studies for the treatment of PMO in women are ongoing. In January 2014, we announced that we completed enrollment in the phase ...

  • Page 23
    ... in 2013. Business Relationships From time to time, we enter into business relationships, including joint ventures and collaborative arrangements, for the R&D, manufacture and/or commercialization of products and/or product candidates. In addition, we also acquire product and R&D technology rights...

  • Page 24
    ...an agreement to acquire Roche's licenses to market filgrastim and pegfilgrastim effective January 1, 2014. Pfizer Inc. The co-promotion term of our ENBREL collaboration agreement with Pfizer in the United States and Canada expired on October 31, 2013. We now have full ownership of ENBREL promotional...

  • Page 25
    ..., Global Development and Corporate Chief Medical Officer from March 2007 to February 2012. Prior to joining the Company, Dr. Harper worked for five years at Merck Research Laboratories. Mr. Anthony C. Hooper, age 59, became Executive Vice President, Global Commercial Operations in October 2011...

  • Page 26
    ... became Acting Chief Financial Officer in January 2014. Before assuming this role, Mr. Kelly held a number of roles at the Company. From October 2013 to January 2014, Mr. Kelly served as Vice President, Commercial Operations. Mr. Kelly has also served as Vice President, Finance, Amgen-Astellas Joint...

  • Page 27
    ... to reform medical device regulation or the pedigree requirements for medical products or to implement new requirements for combination products, and whether such changes could have a material adverse effect on our business and results of operations. Regulatory authorities may also question the...

  • Page 28
    ... resulted in changes to ESA labeling and usage in both the oncology and nephrology clinical settings. In addition to our innovative products, we are working to develop and commercialize biosimilar versions of six products currently manufactured, marketed and sold by other pharmaceutical companies...

  • Page 29
    ... if competitors are conducting similar clinical trials in certain patient populations. Delays in planned clinical trials can result in increased development costs, delays in regulatory approvals, associated delays in product candidates reaching the market and revisions to existing product labels. 23

  • Page 30
    ...to market and sell it. If we were unable to market and sell our products or product candidates, our business and results of operations could be materially and adversely affected. In addition, some of our clinical trials involve drugs manufactured and marketed by other pharmaceutical companies. These...

  • Page 31
    ...our product prices and sales, subject to our ability to enforce our patents. (See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources.) This additional competition could have a material adverse effect on...

  • Page 32
    ... Health Care Exchange offerings have very high deductibles and cost-sharing requirements for drugs; if private payers were to broadly adopt these benefit levels for other plans, such change would have a material adverse effect on the sales of our products, our business and results of operations...

  • Page 33
    ...value of certain related assets, which could have a material and adverse effect on our business and results of operations. Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales. Manufacturing biologic human therapeutic products is difficult...

  • Page 34
    ... and limit our product sales.) Our efforts to acquire other companies or products and to integrate their operations may not be successful, and may result in costs, delays or failures to realize the benefits of the transactions. We have an ongoing process of evaluating potential merger, acquisition...

  • Page 35
    ... patents expire, competitors may be able to legally produce and market similar products or technologies, including biosimilars, which may have a material adverse effect on our product sales, business and results of operations. (See Item 7. Management's Discussion and Analysis of Financial Condition...

  • Page 36
    ... terms, or at all, which could have a material adverse effect on our business and results of operations. Changes in credit ratings issued by nationally recognized credit rating agencies could adversely affect our cost of financing and have an adverse effect on the market price of our securities...

  • Page 37
    ... our products or manufacturing processes, withdrawal of our products from the market, significant fines, exclusion from government healthcare programs or other sanctions or litigation. Such occurrences could have a material and adverse effect on our product sales, business and results of operations...

  • Page 38
    ...effectiveness, cost-effectiveness and service impact of new, emerging and existing medicines and treatments. Any recommendations or guidelines that result in decreased use, dosage or reimbursement of our products could materially and adversely affect our product sales, business and operating results...

  • Page 39
    ... our views on potential future capital requirements for strategic transactions, including acquisitions; debt service requirements; our credit rating; changes to applicable tax laws or corporate laws; and changes to our business model. Our dividend payments may change from time to time, and we cannot...

  • Page 40
    ... of our products. See Item 1. Business - Manufacturing, Distribution and Raw Materials. Item 3. LEGTL PROCEEDINGS Certain of the legal proceedings in which we are involved are discussed in Note 18, Contingencies and commitments, to our Consolidated Financial Statements in this Annual Report on...

  • Page 41
    ... 13, 2014, there were approximately 7,955 holders of record of our common stock. The following table sets forth, for the periods indicated, the range of high and low quarterly closing sales prices of the common stock as quoted on The NASDAQ Global Select Market: Year ended December 31, 2013 High...

  • Page 42
    ...Amgen common stock, the Amex Biotech Index, the Amex Pharmaceutical Index and Standard & Poor's 500 Index (S&P 500). All values assume reinvestment of the pretax value of dividends and are calculated as of December 31 of each year. The historical stock price performance of the Company's common stock...

  • Page 43
    ...,838,541 Average price paid per share includes related expenses. On December 13, 2012, our Board of Directors authorized the repurchase of an additional $2 billion of our common stock. Dividends For the years ended December 31, 2013 and 2012, we have been paying quarterly dividends. We expect to...

  • Page 44
    ... In 2011, we recorded a $780 million legal settlement charge ($705 million, net of tax) in connection with an agreement in principle to settle allegations related to our sales and marketing practices. (3) See Note 14, Financing arrangements, to the Consolidated Financial Statements for discussion...

  • Page 45
    ... grown to be the world's largest independent biotechnology company, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential. Amgen operates in one business segment: human therapeutics. Therefore, our results of operations are discussed on...

  • Page 46
    ... result in variability in quarterly product sales on a sequential basis, these effects have generally not been significant when comparing product sales in the three months ended March 31 with product sales in the corresponding period of the prior year. See Item 1. Business - Marketing, Distribution...

  • Page 47
    ... exchange rates was not material in 2013, 2012 or 2011. Results of Operations Product sales Worldwide product sales were as follows (dollar amounts in millions): 2013 Change 2012 Change 2011 Neulasta®/NEUPOGEN ® ENBREL Aranesp® EPOGEN® XGEVA® Prolia® Sensipar®/Mimpara® Other products...

  • Page 48
    ... See Item 1. Business - Marketing, Distribution and Selected Marketed Products - Competition. Aranesp® Total Aranesp® sales by geographic region were as follows (dollar amounts in millions): 2013 Change 2012 Change 2011 Aranesp® - U.S. $ $ 747 Aranesp® - ROW Total Aranesp® 1,164 1,911...

  • Page 49
    ... patterns resulting from changes to the label and to the reimbursement environment that occurred during 2011. The decrease in ROW Aranesp ® sales for 2013 reflects unit declines and price pressure in Europe. In 2012, the ROW decline was driven by a decrease in the average net sales price. EPOGEN...

  • Page 50
    ... net sales prices, offset partially by changes in product mix. The excise tax imposed by Puerto Rico on the gross intercompany purchase price of goods and services from our manufacturer in Puerto Rico (Puerto Rico excise tax) also slightly contributed to the decrease. The rate was 4.0% in 2011, 3.75...

  • Page 51
    ... of product sales for 2013, 2012 and 2011, respectively. Research and development R&D costs are expensed as incurred and include primarily salaries, benefits and other staff-related costs; facilities and overhead costs; clinical trial and related clinical manufacturing costs; contract services and...

  • Page 52
    ... in our effective rate for 2013 was due primarily to three significant events occurring in 2013: (i) the acquisition of Onyx, which resulted in a tax benefit of $182 million ; (ii) the $187 million settlement of our examination with the Internal Revenue Service (IRS) for the years ended December 31...

  • Page 53
    ... of our common stock during 2014 and 2015. In connection with the acquisition of Onyx in October 2013, we entered into a Repurchase Agreement and a Term Loan Credit Facility. See Note 2, Business combinations to the Consolidated Financial Statements. Pursuant to the Repurchase Agreement, we sold 34...

  • Page 54
    ..., which are considered investment grade. Unfavorable changes to these ratings may have an adverse impact on future financings and would affect the interest rate paid under our Term Loan Credit Facility. We issued long-term debt during the three years ended December 31, 2013, including $8.1 billion...

  • Page 55
    ... of the payment associated with a previously disclosed litigation settlement and higher payments to taxing authorities, offset partially by cash receipts in 2012 of $397 million in connection with the termination of interest rate swap agreements and $197 million received under a government-funded...

  • Page 56
    ... the years ended December 31, 2013, 2012 and 2011, also included the cost of acquiring certain businesses, net of cash acquired, which totaled $ 9.4 billion, $2.4 billion and $701 million , respectively. Net sales of marketable securities were $ 2.2 billion for 2013, compared to net purchases of...

  • Page 57
    ...exchange rate in effect at December 31, 2013. See Note 14, Financing arrangements, to the Consolidated Financial Statements for further discussion of our long-term debt obligations. (4) (5) Purchase obligations relate primarily to (i) our long-term supply agreements with third-party manufacturers...

  • Page 58
    ... in 2013. Including this adjustment, changes in annual estimates related to prior annual periods were less than 10% of the estimated rebate amounts charged against product sales for the years ended December 31, 2013 and 2012, and less than 5% for the year ended December 31, 2011. A 10% change in...

  • Page 59
    ... years, sales return provisions have amounted to less than 1% of gross product sales. Changes in estimates for prior year sales return provisions have historically been insignificant. Income taxes The Company provides for income taxes based on pretax income, applicable tax rates and tax planning...

  • Page 60
    ... a material adverse effect on the Company's results of operations. See Item 1A. Risk Factors - The adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability. Contingencies In the ordinary course of business, we are involved in various legal proceedings...

  • Page 61
    ... related dates of the assessments. Item 7T. QUTNTITTTIVE TND QUTLITTTIVE DISCLOSURES TBOUT MTRKET RISK We are exposed to market risks that may result from changes in interest rates, foreign currency exchange rates and prices of equity instruments as well as changes in general economic conditions...

  • Page 62
    ... $730 million, but would have no material effect on the related cash flows in the ensuing year. A hypothetical 20% adverse movement in foreign currency exchange rates compared with the U.S. dollar relative to exchange rates at December 31, 2012, would have resulted in an increase in fair value of...

  • Page 63
    ... in Amgen's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Amgen's management, including its Chief Executive Officer and Acting Chief Financial Officer...

  • Page 64
    ...Consolidated Statements of Income, Comprehensive Income, Stockholders' Equity and Cash Flows for each of the three years in the period ended December 31, 2013 of Amgen Inc. and our report dated February 24, 2014 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Los Angeles, California...

  • Page 65
    ... entitled ITEM 1 - ELECTION OF DIRECTORS in our Proxy Statement for the 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2013 (the Proxy Statement). Information about compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by...

  • Page 66
    ... and Restated 1997 Special Non-Officer Equity Incentive Plan (5) Amended and Restated 1999 Incentive Stock Plan (6) Amended and Restated Assumed Avidia Equity Plan (7) Amgen Profit Sharing Plan for Employees in Ireland (8) Total Unapproved Plans Number of Securities Remaining Tvailable for Future...

  • Page 67
    ... and salary to the purchase the Company's Common Stock on the open market at the market price by a third-party trustee as described in the Profit Sharing Plan. (8) Security Ownership of Directors and Executive Officers and Certain Beneficial Owners Information about security ownership of certain...

  • Page 68
    ... of the three years in the period ended December 31, 2013 F-5 F-6 F-7 Notes to Consolidated Financial Statements (a)2. Index to Financial Statement Schedules The following Schedule is filed as part of this Annual Report on Form 10-K: Page number II. Valuation and Qualifying Accounts F-51 All...

  • Page 69
    ... Statement on Schedule 14A on April 8, 2013 and incorporated herein by reference.) Form of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013...

  • Page 70
    ... 30, 2010 on August 9, 2010 and incorporated herein by reference.) Amgen Nonqualified Deferred Compensation Plan. (As Amended and Restated effective October 16, 2013.) 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...

  • Page 71
    ... to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.) 10.29 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...

  • Page 72
    ...-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.) 10.45 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...

  • Page 73
    ....) 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...

  • Page 74
    ... of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. AMGEN INC. (Registrant) Date: 02/24/2014 By: /S / MICHAEL A. KELLY Michael T. Kelly Tcting Chief Financial Officer 68

  • Page 75
    ... financial statements and schedule of Amgen Inc. and the effectiveness of internal control over financial reporting of Amgen Inc. included in this Annual Report (Form 10-K) of Amgen Inc. for the year ended December 31, 2013. /s/ Ernst & Young LLP Los Angeles, California February 24, 2014...

  • Page 76
    ... the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /S/ ROBERT A. BRADWAY Robert T. Bradway Chairman of the Board, Chief Executive Officer and President...

  • Page 77
    ...basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Amgen Inc.'s internal control over financial reporting as...

  • Page 78
    ...INC. CONSOLIDTTED STTTEMENTS OF INCOME Years ended December 31, 2013 , 2012 and 2011 (In millions, except per share data) 2013 2012 2011 Revenues: Product sales Other revenues Total revenues Operating expenses: Cost of sales Research and development Selling, general and administrative Other Total...

  • Page 79
    ... OF COMPREHENSIVE INCOME Years ended December 31, 2013 , 2012 and 2011 (In millions) 2013 2012 2011 Net income $ 5,081 (80) $ 4,345 $ 3,683 (1) 40 Other comprehensive income (loss), net of reclassification adjustments and taxes: Foreign currency translation losses Effective portion of cash...

  • Page 80
    ...$ Current liabilities: Accounts payable Accrued liabilities Current portion of long-term debt Total current liabilities Long-term debt Other noncurrent ...stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 754.6 shares in 2013 and 756.3 shares in 2012...

  • Page 81
    ... 31, 2011 Net income Other comprehensive loss, net of tax Dividends Issuance of common stock in connection with the Company's equity award programs Stock-based compensation Tax impact related to employee stock-based compensation Repurchases of common stock Balance at December 31, 2012 Net income...

  • Page 82
    ... Years ended December 31, 2013 , 2012 and 2011 (In millions) 2013 2012 2011 Cash flows from operating activities: Net income Depreciation and amortization Stock-based compensation expense Deferred income taxes Property, plant and equipment impairments Other items, net Changes in operating assets...

  • Page 83
    ...Company," "we," "our" or "us") is a global biotechnology pioneer that discovers, develops, manufactures and delivers innovative human therapeutics. We operate in one business segment: human therapeutics. Principles of consolidation The consolidated financial statements include the accounts of Amgen...

  • Page 84
    ... are generally recognized as compensation expense as the awards vest ratably from the grant date to the end of the performance period. See Note 3, Stock-based compensation. Income taxes We provide for income taxes based on pretax income, applicable tax rates and tax planning opportunities available...

  • Page 85
    ... as of the acquisition date in our consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination (including...

  • Page 86
    .... Adverse clinical trial results, significant delays in obtaining market approval and the inability to bring a product to market could result in the related intangible assets to be partially or fully impaired. We perform an impairment test of goodwill annually and whenever events or changes in...

  • Page 87
    ... to expand our oncology franchise. Onyx's operations have been included in our consolidated financial statements commencing on the acquisition date. The aggregate consideration to acquire Onyx was paid in cash and consisted of (in millions): Total consideration transferred Compensation expense...

  • Page 88
    ... future results of operations of the combined company nor do they reflect the expected realization of any cost savings associated with the acquisition. deCODE Genetics On December 10, 2012, we acquired for cash all of the outstanding stock of deCODE Genetics (deCODE), a privately held company that...

  • Page 89
    ...), a publicly held biotechnology company focused on the discovery, development and commercialization of innovative antibody-based therapies for the treatment of cancer. This transaction provides us with an opportunity to further expand our oncology pipeline. The estimated fair value of acquired IPR...

  • Page 90
    ... to distribute certain of our products in the Brazilian pharmaceutical market from our local distributor in Brazil and its parent company, Hypermarcas, and in connection therewith acquired all business operations related to these products in Brazil. The aggregate acquisition date consideration...

  • Page 91
    ... the plans and related grant agreements, including upon death, disability, a change in control, termination in connection with a change in control and the retirement of employees who meet certain service and/or age requirements. RSUs and stock options granted prior to April 25, 2011, generally vest...

  • Page 92
    ... resulting weighted-average estimated grant date fair values of stock options were as follows for the years ended December 31, 2013 , 2012 and 2011: 2013 2012 2011 Closing price of our common stock on grant date Expected volatility Expected life (in years) Risk-free interest rate Expected dividend...

  • Page 93
    ... assumptions used in these models and the resulting weighted-average grant date fair values of our performance units were as follows for the years ended December 31, 2013 , 2012 and 2011: 2013 2012 2011 Closing price of our common stock on grant date Volatility Risk-free interest rate Fair value of...

  • Page 94
    ... taxes The provision for income taxes includes the following for the years ended December 31, 2013 , 2012 and 2011 (in millions): 2013 2012 2011 Current provision: Federal State Foreign $ Total current provision Deferred provision (benefit): Federal State Foreign Total deferred provision (benefit...

  • Page 95
    ...(1,617) (225) At December 31, 2013 and 2012, we had net noncurrent deferred tax liabilities of $3.5 billion and $0.9 billion , respectively, related primarily to the difference between the book basis and tax basis of intangible assets acquired in business combinations. These amounts are included in...

  • Page 96
    ... the years ended December 31, 2013 , 2012 and 2011, respectively. Puerto Rico imposes an excise tax on the gross intercompany purchase price of goods and services from our manufacturer in Puerto Rico. The rate was 4.0% in 2011, 3.75% in 2012, 2.75% in the first half of 2013 and 4.0% effective July...

  • Page 97
    ... in the Company's 2012 financial results and instead are reflected in the Company's 2013 financial results. The tax benefit of the retroactive extension of the 2012 R&D tax credit that was recognized in 2013 was $70 million . Income taxes paid during the years ended December 31, 2013 , 2012 and 2011...

  • Page 98
    ... in the United States and Canada expired on October 31, 2013. Under the collaboration agreement, Amgen and Pfizer shared in the agreed-upon selling and marketing expenses approved by a joint committee. We paid Pfizer a percentage of annual gross profits on our ENBREL sales in the United States and...

  • Page 99
    ... equally in the worldwide commercialization profits and losses related to the collaboration after accounting for expenses. The collaboration agreement will continue in effect unless terminated earlier in accordance with its terms. During the years ended December 31, 2013, 2012 and 2011, the net...

  • Page 100
    ... in Cost of sales in the Consolidated Statements of Income. K-A's expenses consist primarily of costs related to R&D activities conducted on its behalf by Amgen and Kirin. K-A pays Amgen and Kirin for such services at negotiated rates. During the years ended December 31, 2013 , 2012 and 2011, we...

  • Page 101
    ... years ended December 31, 2013 , 2012 and 2011, respectively, which are included in Other operating expenses in the Consolidated Statements of Income. The expenses are primarily severance-related. The 2012 charges also included expenses associated with abandoning leased facilities. Legal settlement...

  • Page 102
    ... of security as of December 31, 2013 Tmortized cost unrealized gains unrealized losses Estimated fair value U.S. Treasury securities Other government-related debt securities: $ 4,737 $ 2 - 13 $ (9) $ (8) (41) 4,730 U.S. Foreign and other Corporate debt securities: Financial Industrial...

  • Page 103
    ...is based on a number of factors including, the length of time and the extent to which the fair value has been below our cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of December 31, 2013 and 2012, we believe the...

  • Page 104
    ... assets Goodwill The changes in the carrying amounts of goodwill for the years ended December 31, 2013 and 2012, were as follows (in millions): 2013 2012 Beginning balance $ Goodwill resulting from acquisitions of businesses Currency translation and other adjustments Ending balance 12,662...

  • Page 105
    ... in 2014, 2015, 2016, 2017 and 2018, respectively. 13. Tccrued liabilities Accrued liabilities consisted of the following as of December 31, 2013 and 2012 (in millions): 2013 2012 Sales deductions Employee compensation and benefits Clinical development costs Dividends payable Sales returns reserve...

  • Page 106
    ... of convertible debt assumed in the acquisition of Onyx, $125 million of principal on our Term Loan Credit Facility and $4 million of Other notes. During the year ended December 31, 2012 , we repaid $123 million of Other notes. In February 2011, our 0.125% 2011 Convertible Notes became due, and we...

  • Page 107
    ... to repurchase all or a portion of the Class A preferred shares at any time prior to the required repurchase date . Term Loan On October 1, 2013, we borrowed $5.0 billion under a Term Loan Credit Facility which bears interest at a floating rate based on LIBOR plus additional interest, initially...

  • Page 108
    ... related to the debt discount, is included in Cash flows from financing activities in the Consolidated Statement of Cash Flows. After giving effect to this bifurcation, the effective interest rate on the 0.375% 2013 Convertible Notes was 6.35%. For the years ended December 31, 2013 , 2012 and 2011...

  • Page 109
    ... be offered from time to time with terms to be determined at the time of issuance. As of December 31, 2013 and 2012, no securities were outstanding under this medium-term note program. Certain of our financing arrangements contain non-financial covenants. In addition, our revolving credit agreement...

  • Page 110
    ... stock at an average price paid per share of $60.08, including related expenses, for an aggregate cost of $5.0 billion , under a modified Dutch auction tender offer. As of December 31, 2013, $1.6 billion remained available under our Board of Directors-approved stock repurchase program. Dividends...

  • Page 111
    ... gains Forward interest rate contract losses Year Ended December 31, 2013 Line item affected in the Statements of Income 4 $ 82 (1) Product sales Interest and other income, net Interest expense, net Total before income tax Tax (expense) 85 (33) 52 Available-for-sale securities: Net realized...

  • Page 112
    ... of inputs as follows: Level 1 Level 2 Level 3 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access - Valuations for which all significant inputs are observable, either directly or indirectly, other than...

  • Page 113
    ... unobservable inputs (Level 3) Total Tssets: Available-for-sale investments: U.S. Treasury securities Other government-related debt securities: $ 4,730 $ - 1,079 1,546 3,676 3,760 390 $ $ 4,730 U.S. Foreign and other Corporate debt securities: Financial Industrial Other Residential...

  • Page 114
    .... Most of our other government-related and corporate debt securities are investment grade with maturity dates of five years or less from the balance sheet date. Our other government-related debt securities portfolio is composed of securities with weighted-average credit ratings of A+ by S&P, Moody...

  • Page 115
    ...obligations for the years ended December 31, 2013 and 2012, were as follows (in millions): 2013 2012 Beginning balance Additions from Onyx acquisition Net changes in valuation $ Ending balance $ 221 261 113 595 $ 190 - 31 $ 221 As a result of our acquisition of BioVex in March 2011, we are...

  • Page 116
    .... These inputs include reported trades of and broker/dealer quotes on the same or similar securities; credit spreads; benchmark yields; foreign currency exchange rates, as applicable; and other observable inputs. As of December 31, 2013 and 2012, the aggregate fair values of our long-term debt were...

  • Page 117
    ... hedges were as follows (in millions): Years ended December 31, Derivatives in cash flow hedging relationships Statements of Income location 2013 2012 2011 Foreign currency contracts Cross-currency swap contracts Forward interest rate contracts Total Product sales Interest and other income, net...

  • Page 118
    ... in the same line item, Interest expense, net, in the Consolidated Statement of Income, as the offsetting unrealized losses of $161 million on the related interest rate swap agreements. During the years ended December 31, 2012 and 2011, we included the unrealized losses on the hedged debt of $20...

  • Page 119
    ...31, 2013 , contain certain credit-risk-related contingent provisions that would be triggered if: (i) we were to undergo a change in control and (ii) our or the surviving entity's creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade...

  • Page 120
    ... December 12, 2013, Sandoz appealed the dismissal to the U.S. Court of Appeals for the Federal Circuit. Onyx Litigation Between August 28, 2013 and September 16, 2013, nine plaintiffs filed purported class action lawsuits against Onyx, its directors, Amgen and Arena Acquisition Company (Arena), and...

  • Page 121
    ... these officers and directors made false statements that resulted in: (i) deceiving the investing public regarding Amgen's prospects and business; (ii) artificially inflating the prices of Amgen's publicly traded securities and (iii) causing plaintiff and other members of the class to purchase Amgen...

  • Page 122
    ... duties by failing to inform current and former employees who participated in the Amgen Retirement and Savings Plan and the Retirement and Savings Plan for Amgen Manufacturing Limited of the alleged off-label promotion of both Aranesp ® and EPOGEN® while a number of studies allegedly demonstrated...

  • Page 123
    ...2015 2016 2017 2018 Thereafter Total minimum operating lease commitments 125 114 95 86 345 $ 905 Included in the table above are future rental commitments for abandoned leases in the amount of $293 million . Rental expense on operating leases for the years ended December 31, 2013 , 2012 and 2011...

  • Page 124
    ... are presented below. Revenues Revenues were as follows for the years ended December 31, 2013 , 2012 and 2011 (in millions): 2013 2012 2011 Product sales: Neulasta® NEUPOGEN ® ENBREL Aranesp® EPOGEN® Sensipar®/Mimpara® Vectibix® Nplate® XGEVA® Prolia® $ 4,392 1,398 4,551 1,911 1,953...

  • Page 125
    ... condition of our larger customers, and we limit our credit exposure by setting credit limits and, for certain customers, may require letters of credit. We had product sales to three customers each accounting for more than 10% of total revenues for the years ended December 31, 2013 , 2012 and 2011...

  • Page 126
    ...$ $ $ $ $ $ $ March 31 1.91 1.88 2012 Quarters ended Product sales Gross profit from product sales (1) Net income Earnings per share: Basic Diluted (1) $ 4,337...of certain acquired intangible assets that have been reclassified within Operating expenses in our Consolidated Statements of Income ...

  • Page 127
    SCHEDULE II TMGEN INC. VTLUTTION TND QUTLIFYING TCCOUNTS Years ended December 31, 2013, 2012 and 2011 (In millions) Tdditions Balance at Tllowance for doubtful accounts beginning of period charged to costs and expenses Balance at end Other additions Deductions of period Year ended December 31,...

  • Page 128
    ..." shall mean the Board of Directors of the Company. "Change of Control " shall mean the occurrence of any of the following: (i) the acquisition (other than from the Company) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this...

  • Page 129
    ... then outstanding voting securities) or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Notwithstanding anything herein or in any Award Agreement to the contrary, if a Change of Control constitutes a payment event with respect to...

  • Page 130
    ... establish the basis for payments under this Program in relation to specified Performance Goals no later than the ninetieth (90th) day after the beginning of such Performance Period, but in no event after 25 percent of the Performance Period has lapsed. Following the end of each Performance Period...

  • Page 131
    ... the foregoing, the Committee may not take any actions hereunder, and no award of Performance Units shall be granted, that would violate the Securities Act, the Exchange Act, the Code, or any other securities or tax or other applicable law or regulation. ARTICLE V AWARD DETERMINATIONS 5.1 Award of...

  • Page 132
    ... to which the Performance Goals have been achieved and the corresponding number of Performance Units earned. The specified payment date applicable to such Awards shall be the year immediately following the tax year including the end of the Performance Period. Shares of Common Stock issued in respect...

  • Page 133
    ... either such Participant signs a general release and waiver in a form provided by the Company and delivers it to the Company no later than the date specified by the Company, or the Company waives such release requirement in writing; provided, hoiever, that in no event shall payment of such full...

  • Page 134
    ... than the specified payment date as set forth in Section 6.1 above. 7.2 Termination of Employment After End of Performance Period . In the event that a Participant's employment with the Company or an Affiliate is terminated on or after the last business day of the applicable Performance Period but...

  • Page 135
    ... to the contrary in the Program, in the event of a Change of Control that occurs after the end of the applicable Performance Period but prior to the Determination Date, the amount of any Award applicable to such Performance Period shall be paid to the Participant in accordance with the provisions of...

  • Page 136
    ... other person acquires a right to receive payment with respect to an Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company or other employing entity, as applicable. All amounts payable under this Program shall be paid from the general assets...

  • Page 137
    Exhibit 10.9 AMGEN INC. SUPPLEMENTAL RETIREMENT PLAN (As Amended and Restated Effective October 16, 2013)

  • Page 138
    ... and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. 2.4 AML Plan means the Savings Plan for Amgen Manufacturing, Limited. 1

  • Page 139
    ..., persons or entity entitled under Article VI to receive Plan benefits payable in the event of your death. 2.6 Board means the board of directors of Amgen Inc. 2.7 Change of Control Plan means the Amgen Inc. Change of Control Severance Plan, as amended and restated, effective as of December 9, 2010...

  • Page 140
    ... Control Plan in effect at the time of your termination. 2.23 Retirement Plan means the Amgen Inc. Retirement and Savings Plan. 2.24 Salary Cap means the highest level of compensation that can be considered for the purpose of calculating benefits under Section 401(a)(17) of the Code (or Puerto Rico...

  • Page 141
    ...at the time of your death. 2.27 Years of Service means, effective April 1, 2004, a continuous period of employment beginning on your date of hire with the Company and ending on the date your employment with the Company terminates for any reason. You will be credited with one Year of Service for each...

  • Page 142
    ... Vice President, Human Resources of Amgen Inc. (or his delegate) permits, selected by you from among the investment vehicles available under the Retirement Plan (or the AML Plan with respect to Puerto Rico Participants), excluding the Amgen Inc. Stock Fund. 4.4 Vesting of Your Account. Your Account...

  • Page 143
    ... be calculated by multiplying your Account balance as of the end of the prior Plan Year by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due, and (ii) the right to receive a benefit payment in annual installments shall be treated as...

  • Page 144
    ... Period, your Account will continue to be credited or debited in accordance with Section 4.3 above until your Account is distributed. Within 14 calendar days after the end of the 409A Suspension Period, you shall be paid a lump-sum payment in cash equal to any Specified Benefits delayed during the...

  • Page 145
    ...automatically change as well. 6.2 No Beneficiary Designation . If you fail to designate a Beneficiary under the Retirement Plan (or the AML Plan with respect to Puerto Rico Participants), or if the Beneficiary you designate dies before you or before complete distribution of your Plan benefits, your...

  • Page 146
    ...the new distribution election shall have no effect until at least 12 months after the date on which such election is made (e.g., must be made at least 12 months before your Separation from Service), (ii) the payment date must involve completion of all payments not later than the end of the Plan Year...

  • Page 147
    ... for benefits under the Plan shall be submitted to the person or persons ("Claims Reviewer") to whom the responsibility to adjudicate claims under the Plan has been delegated by the Senior Vice President, Human Resources of Amgen Inc. (as delegate of the Committee) at the Company's principal office...

  • Page 148
    ...final determination (or labeled in terms substantially similar) of your benefits as of a certain date or states you may file a claim for benefits within 100 days), whichever is later. If no arbitration agreement is applicable, any legal or equitable action for benefits under the Plan must be brought...

  • Page 149
    ... three years following the date the Plan is terminated. (iv) (b) The Company terminates and liquidates the Plan pursuant to irrevocable action taken within 30 days preceding or 12 months following a "change in control event" (defined below), provided that the Plan and all other plans maintained...

  • Page 150
    ... of any taxes with respect to the benefits payable to you under this Plan (including, but not limited to, employment taxes imposed on employees and additional taxes on nonqualified deferred compensation). Although the Company intends and expects that the Plan and its payments and benefits will not...

  • Page 151
    ... or discharge you at any time. 9.7 Cooperation . You are required to cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder. 9.0 Terms. Whenever words are used in this Plan in the masculine they will...

  • Page 152
    ... or invalidity will not affect the remaining parts hereof, but this IN WITNESS WHEREOF, the Company has signed this amended and restated Plan document as of October 10, 2013. "Company" Amgen Inc., a Delaware corporation By: /s/ BRIAN MCNAMEE Title: Senior Vice President, Human Resources 15

  • Page 153
    ... - January 1, 2003 4. Immunex Rhode Island Corporation - January 1, 2003 5. Amgen Worldwide Services, Inc. - January 1, 2004 6. Amgen SF, LLC - January 1, 2005 7. BioVex, Inc. - April 11, 2011 0. Amgen Manufacturing, Limited - January 1, 2012 9. Amgen Rockville, Inc. (formerly Micromet, Inc...

  • Page 154
    Exhibit 10.15 Amgen Nonqualified Deferred Compensation Plan As Amended and Restated Effective October 16, 2013

  • Page 155
    ... to Defer/Effect of Election Form...Delayed Commencement Election...Withholding of Annual Deferral Amounts...Annual Company Contribution Amount... Vesting...Crediting/Debiting of Account Balances...FICA and Other Taxes...Distributions...SHORT-TERM PAYOUT...4.1 Short-Term Payout...4.2 Other Benefits...

  • Page 156
    ......10.3 Effect of Payment...ARTICLE 11 ADMINISTRATION...11.1 Committee Duties...11.2 Administration Upon Change of Control...11.3 Agents...11.4 Binding Effect of Decisions...11.5 Indemnity of Committee...11.6 Employer Information...ARTICLE 12 OTHER BENEFITS AND AGREEMENTS...12.1 Coordination...

  • Page 157
    TABLE OF CONTENTS (continued) Page 15.13 15.14 15.15 15.16 APPENDIX A APPENDIX B Validity...Incompetent...Insurance... Legal Fees To Enforce Rights After Change of Control... 23 23 23 23 26 27 iii

  • Page 158
    ... is paid pursuant to the Amgen Global Management Incentive Plan (GMIP), the Amgen Inc. Executive Incentive Plan (EIP), or an equivalent bonus program. All other compensation is excluded from the definition of Annual Bonus. "Annual Company Contribution Amount " shall mean, for any one Plan Year, the...

  • Page 159
    ... from time to time by the Committee that a Participant completes and returns to the Committee to designate one or more Beneficiaries. "Board" shall mean the board of directors of the Company. "Change of Control " shall have the meaning set forth in the Amgen Inc. Change of Control Severance Plan, as...

  • Page 160
    ... of trades or businesses, whether or not incorporated, under common control), as applicable. 1.22 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. "401(k) Plan " shall mean the Amgen Retirement and Savings Plan adopted by the Company...

  • Page 161
    ...resulting from legal separation or divorce. 1.25 "Plan" shall mean the Amgen Nonqualified Deferred Compensation Plan, as amended and restated effective October 16, 2013, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time. "Plan Agreement...

  • Page 162
    ... Agreement, dated as of January 1, 2002 between the Company and the trustee named therein, as amended from time to time. "Unforeseeable Financial Emergency " shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial...

  • Page 163
    ... the Committee, including returning all required documents to the Committee within the specified time period set forth in Section 2.2, that Employee or Board member shall commence participation in the Plan on the first day of the month following the month in which he or she completes all enrollment...

  • Page 164
    ... the Annual Deferral Amount shall be zero for that Plan Year. 3.3 Delayed Commencement Election . A Participant who also participates in the 401(k) Plan or in the Retirement and Savings Plan of Amgen Manufacturing, Limited (the "1165(e) Plan") shall have the opportunity to delay the effective date...

  • Page 165
    ... or the Plan to the contrary, the vesting schedule for a Participant's Company Contribution Account shall not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that any...

  • Page 166
    ... Account Balances under the Plan. The Senior Vice President, Human Resources of the Company (or his delegate) may, in such person's sole discretion, discontinue, substitute, or add a Measurement Fund at any time. Each such action shall take effect after a reasonable period of time following the day...

  • Page 167
    ... foregoing, for all Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013, any election as to the time and form of payment previously made by the Participant under the Amgen Inc. Supplemental Retirement Plan ("SRP") shall also...

  • Page 168
    ... the foregoing, for Annual Company Contribution Amounts credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings), the time and form of payment of such amounts shall be governed by Section 5.1. 5.3 Distribution Election Changes . With respect to...

  • Page 169
    ... Company Contribution Amount credited to a Participant with respect to services performed on or after October 16, 2013 (and related earnings) shall be distributed upon the death of a Participant before the commencement of benefits in a lump-sum cash payment. The provisions of the Plan in effect...

  • Page 170
    ... right of representation the share the parent would have taken if living; and (iii) his or her estate. 6.9 Discharge of Obligations . The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this...

  • Page 171
    ... will continue to be credited or debited in accordance with Section 3.7(a) above until the Account Balance is distributed. Within 14 calendar days after the end of the 409A Suspension Period, the Participant shall be paid a lump-sum payment in cash equal to any Specified Benefits delayed during the...

  • Page 172
    ... Participant under this Plan (including, but not limited to, employment taxes imposed on employees and additional taxes on nonqualified deferred compensation). Although the Company intends and expects that the Plan and its payments and benefits will not give rise to taxes imposed under Section 409A...

  • Page 173
    ... payments that would otherwise be payable under the terms of the Plan are made within 12 months following the date the Company takes all necessary actions to terminate and liquidate the Plan; (iii) Except with respect to the Participants who became entitled to benefits under the terms of the Plan...

  • Page 174
    ...years following the date the Plan is terminated. (b) The Company terminates and liquidates the Plan pursuant to irrevocable action taken within 30 days preceding or 12 months following a "change in control event" (defined below), provided that the Plan and all other plans maintained by the Company...

  • Page 175
    ... questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change of Control, the Administrator shall have no power to direct...

  • Page 176
    ... the Senior Vice President, Human Resources of Amgen Inc. (as delegate of the Committee) a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. All claims must be made within 180 days of the date on which the event that caused the claim to arise...

  • Page 177
    ...13.3 Review of a Denied Claim . Within 90 days after receiving a notice from the Claims Reviewer that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Senior Vice President, Human Resources of Amgen Inc. ("Appeals Reviewer...

  • Page 178
    ... (or labeled in terms substantially similar) of the Claimant's benefits as of a certain date or states the Claimant may file a claim for benefits within 180 days), whichever is later. If no arbitration agreement is applicable, any legal or equitable action for benefits under the Plan must be...

  • Page 179
    ... other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. 15.4 15.5 Not a Contract of Employment . The terms and conditions of this Plan shall...

  • Page 180
    ... for insurance. 15.16 Legal Fees To Enforce Rights After Change of Control . The Company and each Employer is aware that upon the occurrence of a Change of Control, the Board or the board of directors of a Participant's Employer (which might then be composed of new members) or a shareholder of...

  • Page 181
    ... (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Participant's Employer or any director, officer, shareholder or other person affiliated with the...

  • Page 182
    IN WITNESS WHEREOF, the Company has signed this amended and restated Plan document on October 18, 2013. "Company" Amgen Inc., a Delaware corporation By: /s/ BRIAN MCNAMEE Title: Senior Vice President, Human Resources 25

  • Page 183
    ...Inc. are designated as Employers: Amgen Manufacturing, Limited Amgen Rockville, Inc. (formerly Micromet, Inc.) Amgen SF, LLC Amgen USA Inc. Amgen Worldwide Services, Inc. BioVex, Inc. Immunex Corporation Immunex Manufacturing Corporation Immunex Rhode Island Corporation KAI Pharmaceuticals, Inc. 26

  • Page 184
    ... the other terms and conditions of the Plan, the following management-level Employees shall be eligible to participate in the Plan: 1. 2. Those management-level Employees at Job Level 7 or higher. Those management-level Employees at Job Level 6 who, prior to the implementation of the Global Career...

  • Page 185
    ... and (c) the Company's performance against established goals for 2013. If the EIP calculation just described results in an EIP award being owed to Employee, and if approved by the Compensation and Management Development Committee of the Amgen Board of Directors, the EIP award shall be paid at the...

  • Page 186
    ..., Amgen agrees to employ Employee from the Effective Date through the Termination Date. During this period of continued employment, Employee will no longer be Chief Financial Officer of the Company but shall serve in a non-executive capacity with the title of "Executive Vice President" reporting to...

  • Page 187
    ... employer's, spouse's or domestic partner's health plan while Employee or any dependent is receiving Company-paid COBRA coverage, Employee will notify Amgen's COBRA administrator of the date Employee becomes eligible for the subsequent plan within thirty (30) days of the date Employee learns...

  • Page 188
    ... and the California Family Rights Act; the False Claims Act; the New Jersey Conscientious Employee Protection Act; the Fair Credit Reporting Act; the Uniform Services Employment and Reemployment Rights Act; the Occupational Safety and Health Act; and the Employee Retirement Income Security Act of...

  • Page 189
    ...in writing by the Company by 12:00 a.m. Pacific Standard Time on the eighth day); and (iii) this Agreement shall not be effective until the revocation period has expired. 2.3 Known and Unknown Claims; Suspected and Unsuspected Claims : This Agreement covers both claims that Employee knows about or...

  • Page 190
    ...TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER [EMPLOYEE] MUST HAVE MATERIALLY AFFECTED HIS OR HER [EMPLOYEE'S] SETTLEMENT WITH THE DEBTOR [EMPLOYER]." 2.4 Claims Not Released : This Agreement does not release: (a) claims for vested benefits under the Amgen Retirement and Savings Plan...

  • Page 191
    ... cards, keys, badges, business cards, library books, key fobs, computers, laptops, removable media or other portable storage devices (e.g., USB drives), cell phones, telephones, pagers and personal digital assistants (PDAs) in Employee's custody or control; and that Employee has not compromised...

  • Page 192
    ... Services: Employee agrees to reasonably assist the Company in transitioning his responsibilities and with matters that arose during his tenure with the Company. For services rendered subsequent to the Termination Date, the Company will compensate Employee at the rate of $1,200 hour for his time...

  • Page 193
    ... Company and/or any Releasee (related to Releasee's work for the Company) to any third party (excluding government entities), Employee agrees to inform the Office of the General Counsel of Amgen Inc. in writing at One Amgen Center Drive, Mail Stop 38-5-A, Thousand Oaks, CA 91320-1799 within 24 hours...

  • Page 194
    ... the analysis, of whether Employee has retired, terminated employment, separated from service, incurred a severance from employment or become entitled to a distribution, under the terms of any retirement plan (including pension plans and 401(k) savings plans) maintained by Amgen (including by an...

  • Page 195
    ... to cooperate and provide transition services, (b) by committing a material breach of the PIIA, or (c) by bringing a lawsuit based on claims that Employee has released, Employee (i) shall forfeit all right to future benefits under this Agreement; (ii) upon the Company's demand shall repay all...

  • Page 196
    ... except by a writing signed by Amgen's Senior Vice President of Human Resources, or his or her designee, and Employee. No Additional Promises : Employee acknowledges that the Company has made no representations or promises to Employee on subjects covered in this Agreement other than those contained...

  • Page 197
    ...your name and Staff ID number where indicated below, and (b) return the original fully executed Agreement so that it is received by ELG Access, Amgen Inc., One Amgen Center Drive, Mail Stop 28-2-B, Thousand Oaks, California 91320-1799, within five (5) business days of the date on which you signed it...

  • Page 198
    ... Date: May 2, 2014 The benefits set forth below in this Statement of Benefits are subject to all provisions of the Agreement and General Release of Claims: 1. 2. Cash Severance Payment : Two Million Six Hundred Thousand Dollars ($2,600,000) COBRA: Up to Eighteen (18) Months of Company-paid...

  • Page 199
    APPENDIX B

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    ... books, key fobs, computers, laptops, removable media or other portable storage devices (e.g., USB drives), cell phones, telephones, pagers and personal digital assistants (PDAs) in Employee's custody or control; that Employee has updated, signed and returned to the Company any and all lab notebooks...

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    ...IT. YOU MUST RETURN YOUR RE-EXECUTED AGREEMENT TO AMGEN INC., ONE AMGEN CENTER DRIVE, MAIL STOP 28-2-B, THOUSAND OAKS, CALIFORNIA 913201799 SO THAT IT IS RECEIVED WITHIN FIVE (5) BUSINESS DAYS OF THE DATE ON WHICH YOU SIGN IT. IF EMPLOYEE TIMELY EXECUTES THIS RE-EXECUTION AGREEMENT AND RETURNS IT TO...

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    ...2013, omitting some subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. SUBSCDCARY (Name under which subsidiary does business) Amgen (Eurone) GmbH Amgen Fremont Cnc. Amgen Global Finance B.V. Amgen Manufacturing, Limited Amgen Research (Munich) GmbH Amgen...

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    ...Any fraud, ehether or not material, that involves management or other employees eho have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2014 /s/ ROBERT A. BRADWAY Robert A. Bradeay Chairman of the Board, Chief Executive Officer and President 1

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    ... financial information; and (b) Any fraud, ehether or not material, that involves management or other employees eho have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2014 /s/ MICHAEL A. KELLY Michael A. Kelly Acting Chief Financial Officer...

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    ... Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: February 24, 2014 /s/ Robert A. Bradway Robert A. Bradway Chairman of the Board, Chief Executive Officer and President A signed original of this written statement required...

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    ...the Securities Exchange Act of 1934, as amended; and (ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: February 24, 2014 /s/ MICHAEL A. KELLY Michael A. Kelly Acting Chief Financial Officer...

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