

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our market risk is disclosed in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2015, and is incorporated herein by reference. Except as discussed below, there have been no material changes during the ~~six~~nine months ended ~~June~~September 30, 2016, to the information provided in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2015.

Interest rate sensitive financial instruments

During the first quarter of 2016, we entered into cross-currency swap contracts to hedge the entire principal amount of the debt denominated in euros and Swiss francs that we issued during this period. As of ~~June~~September 30, 2016, we had open cross-currency swap contracts with aggregate notional amounts of $5.6 billion that effectively convert interest payments and principal

repayment of certain of our foreign currency denominated debt securities to U.S. dollars and are designated for accounting purposes as cash flow hedges. A hypothetical 100 basis point adverse movement in interest rates relative to interest rates as of ~~June~~September 30, 2016, would result in a reduction in the aggregate fair value of our cross-currency swap contracts of approximately ~~$530~~$500 million, but would have no material effect on cash flows or income in the ensuing year.

Foreign currency sensitive financial instruments

As of ~~June~~September 30, 2016, we had outstanding euro-, pound-sterling- and Swiss-franc-denominated debt with a carrying value of $5.8 billion and a fair value of ~~$6.4~~$6.5 billion. A hypothetical 20% adverse movement in foreign currency exchange rates relative to exchange rates as of ~~June~~September 30, 2016, would result in an increase in fair value of this debt of approximately $1.3 billion and a reduction in income of approximately $1.2 billion but would have no material effect on the related cash flows in the ensuing year. The analysis for this debt does not consider the offsetting impact that hypothetical changes in foreign currency exchange rates would have on the related cross-currency swap contracts which are in place for the majority of the foreign currency denominated debt.

With regard to our $5.6 billion notional amount of cross-currency swap contracts that are designated as cash flow hedges of certain of our debt denominated in euros, pound sterling and Swiss francs, a hypothetical 20% adverse movement in foreign currency exchange rates relative to exchange rates as of ~~June~~September 30, 2016, would result in a reduction in the fair values of these contracts of approximately $1.3 billion but would have no material effect on the related cash flows in the ensuing year. The impact on income during this period from the above mentioned hypothetical adverse movement in foreign currency exchange rates would be fully offset by the corresponding hypothetical changes in the carrying amounts of the related hedged debt.



Item 4.	CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed 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 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Amgen’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and, in reaching a reasonable level of assurance, Amgen’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation under the supervision and with the participation of our management, including Amgen’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Amgen’s disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2016.

Management determined that, as of ~~June~~September 30, 2016, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION



Item 1.	LEGAL PROCEEDINGS

See Note 13, Contingencies and commitments, to the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for the periods ended September 30, 2016, June 30, 2016 and March 31, 2016, for discussions that are limited to certain recent developments concerning our legal proceedings. Those discussions should be read in conjunction with Note 18, Contingencies and commitments, to our consolidated financial statements in Part IV of our Annual Report on Form 10-K for the year ended December 31, 2015.



Item 1A.	RISK FACTORS

This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties facing our business. We have described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the primary risks related to our business, and we periodically update those risks for material developments. Those risks are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as employment relations, general economic conditions,

geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price.

Below, we are providing, in supplemental form, the material changes to our risk factors that occurred during the past quarter. Our risk factors disclosed in Part 1,I, Item 1A, of our Annual Report, on Form 10-K for the year ended December 31, 2015, and in Part II, Item 1A. our Quarterly ~~Report~~Reports, on Form 10-Q for the ~~period~~periods ended June 30, 2016 and March 31, 2016, provide additional disclosure for these supplemental risks and are incorporated herein by reference.

~~We perform a substantial amount~~Our sales depend on coverage and reimbursement from third-party payers, and pricing and reimbursement pressures may affect our profitability.

Sales of our ~~commercial manufacturing activities at~~principal products are dependent on the availability and extent of coverage and reimbursement from third-party payers, including government healthcare programs and private insurance plans. Governments and private payers continue to pursue aggressive initiatives to contain costs and manage drug utilization and are increasingly focused on the effectiveness, benefits and costs of similar treatments, which could result in lower reimbursement rates for our Puerto Rico manufacturing facility and a substantial amount of our clinical manufacturing activities at our Thousand Oaks, California manufacturing facility; if significant disruptions or production failures occur at the Puerto Rico facility, we may not be able to supply these products or ~~at the Thousand Oaks facility, we may not~~narrower populations for whom our products will be ~~able to continue our clinical trials.~~

~~We currently perform all~~reimbursed by payers. Public scrutiny of the ~~formulation, fill~~price of drugs and ~~finish for NEUPOGEN~~^®~~, Aranesp~~^®~~, EPOGEN~~^®~~, Prolia~~^®other healthcare costs is increasing and ~~XGEVA~~^®greater focus on pricing and ~~substantially all of~~price increases may limit our ability to set or increase the ~~formulation, fill and finish operations for Neulasta~~^® ~~and ENBREL at our manufacturing facility in Juncos, Puerto Rico. We also currently perform all of the bulk manufacturing for Neulasta~~^®~~, NEUPOGEN~~^® ~~and Aranesp~~^®~~, all of the purification of bulk EPOGEN~~^® ~~material and substantially all of the bulk manufacturing for Prolia~~^® ~~and XGEVA~~^® at this facility. We perform substantially all of the bulk manufacturing and formulation, fill and finish, and packaging for product candidates to be used in clinical trials at our manufacturing facility in Thousand Oaks, California. The global supplyprice of our products based upon their value, which could have a material adverse effect on our product sales, business and ~~product candidates is significantly dependent~~results of operations.

A substantial portion of our U.S. business relies on reimbursement from the ~~uninterrupted~~U.S. federal government healthcare programs and ~~efficient operation of these facilities.~~private insurance plans regulated by the U.S. federal government. (See our Annual Report on Form 10-K for the year ended December 31, 2015, Part 1,I, Item 1. Business—Reimbursement.) Changes to U.S. federal reimbursement policy may come through legislative actions such as The Patient Protection and Affordable Care Act. For example, discussions continue about proposals that would allow the U.S. federal government to directly negotiate drug prices with pharmaceutical manufacturers or require manufacturers to pay higher rebates in the Medicare Part D setting. Changes in U.S. federal reimbursement policy may also arise as a result of regulations or demonstration projects implemented by the Centers for Medicare & Medicaid Services (CMS), the federal agency responsible for administering Medicare, Medicaid and the Health Insurance Marketplaces. CMS has substantial power to quickly implement policy changes that can significantly affect how our products are covered and reimbursed. State government actions can also affect how our products are covered and reimbursed or create additional pressure on how our products are priced. For example, a recently enacted Vermont law allows state healthcare regulators to identify certain drugs on which the state spends significant health care dollars and for which list prices rose by a certain percentage (which this year includes ENBREL) and to require the manufacturers to submit justifications of the price increases to the state attorney general. Many other states have discussed and debated and are considering new pricing legislation, including state proposals designed to require biopharmaceutical manufacturers to publicly report proprietary pricing information or to place a maximum price ceiling, or cap, on pharmaceutical products purchased by state agencies. For example, California voters will consider in the November 2016 election a ballot proposition that would prohibit the state from paying a greater price for drugs than the lowest price paid by the U.S. Department of Veterans Affairs. Passage of this California proposition could lead to the introduction of similar ballot initiatives in other states. Legislative or regulatory changes or other government initiatives that decrease the coverage or reimbursement available for our products, require that we pay increased rebates, limit our ability to offer commercial patient co-pay payment assistance or limit the pricing of pharmaceutical products could have a material adverse effect on our business and results of operations.

Payers, including healthcare insurers, pharmacy benefit managers (PBMs) and others, increasingly seek price discounts or rebates in connection with the placement of our products on their formularies or those they manage. Consolidation in the health insurance industry has resulted in a few large insurers and PBMs exerting greater pressure in pricing and usage negotiations with drug manufacturers. Payers are adopting benefit plan changes that shift a greater portion of prescription costs to patients, and some payers may attempt to limit the use of commercial patient co-pay payment assistance programs. Payers also control costs by imposing restrictions on access to our products, such as requiring prior authorizations or step therapy, and may choose to exclude certain indications for which our products are approved or even choose to exclude coverage entirely. For example, since the launch of Repatha^® in August 2015, the application of utilization management criteria by some payers, including PBMs, has resulted in denials of coverage for a substantial number of patients for whom Repatha^® has been prescribed, slowing Repatha^® sales. In the current competitive environment, even if the phase 3 ongoing outcomes study evaluating the ability of Repatha^® to prevent cardiovascular events meets its clinical endpoints, the application of restrictive utilization management criteria by some payers may continue until the clinical data is reflected in approved product labeling, or even thereafter. Ultimately, further discounts, rebates, coverage or plan changes, restrictions or exclusions as described above could have a material adverse effect on sales of our affected products.

We also face risks relating to the reporting of pricing data that affects the reimbursement of and discounts provided for our products to U.S. government healthcare programs. Pricing data that we submit impacts the payment rates for providers, rebates we pay, and discounts we are required to provide under Medicare, Medicaid and other government drug programs. Government price reporting regulations are complex and may require a manufacturer to update certain previously submitted data. Our price reporting data calculations are reviewed on a monthly and quarterly basis, and based on such reviews we have on occasion restated

previously reported pricing data to reflect changes in calculation methodology, reasonable assumptions and/or underlying data. If our submitted pricing data are incorrect, we may become subject to substantial fines and penalties or other government enforcement actions, which could have a material adverse effect on our business and results of operations. In addition, as a result of restating previously reported price data we also may be required to pay additional rebates and provide additional discounts.

Outside the United States, we expect that countries will continue to take aggressive actions to reduce their healthcare expenditures. (See our Annual Report on Form 10-K for the year ended December 31, 2015, Part I, Item 1. Business—Reimbursement.) For example, international reference pricing (IRP) is widely used by a large number of countries to control costs based on an external benchmark of a product’s price in other countries. IRP policies can quickly and frequently change and may not reflect differences in the burden of disease, indications, market structures, or affordability differences across countries or regions. Any deterioration in the coverage and reimbursement available for our products or in the timeliness or certainty of payment by payers to physicians and other providers could negatively impact the ability or willingness of healthcare providers to prescribe our products for their patients or otherwise negatively affect the use of our products or the prices we receive for them. Such changes could have a material adverse effect on our product sales, business and results of operations.

We must conduct clinical trials in humans before we can commercialize and sell any of our product candidates or existing products for new indications.

Before we can sell any products, we must conduct clinical trials to demonstrate that our product candidates are safe and effective for use in humans. The results of those clinical trials are used as the basis to obtain approval from regulatory authorities such as the FDA and EMA. (See our Annual Report on Form 10-K for the year ended December 31, 2015, Part I, Item 1A. Risk Factors—~~Manufacturing difficulties, disruptions~~ Our current products and products in development cannot be sold without regulatory approval.) We are required to conduct clinical trials using an appropriate number of trial sites and patients to support the product label claims. The length of time, number of trial sites and patients required for clinical trials vary substantially and therefore, we may spend several years and incur substantial expense in completing certain clinical trials. In addition, we may have difficulty finding a sufficient number of clinical trial sites and subjects to participate in our clinical trials, particularly if competitors are conducting clinical trials in similar patient populations. Patients may withdraw from clinical trials at any time, and privacy laws and/or other restrictions in certain countries may restrict the ability of clinical trial investigators to conduct further follow-up on such patients, which may adversely affect the interpretation of study results. Delays and complications in planned clinical trials can result in increased development costs, associated delays in regulatory approvals and in product candidates reaching the market and revisions to existing product labels.

Further, to increase the number of patients available for enrollment for our clinical trials, we have and will continue to open clinical sites and enroll patients in a number of locations where our experience conducting clinical trials is limited, including Russia, India, China, South Korea, the Philippines, Singapore and some Central and South American countries, either through utilization of third-party contract clinical trial providers entirely or in combination with local staff. Conducting clinical trials in locations where we have limited experience requires substantial time and resources to understand the unique regulatory environments of individual countries. Further, we must ensure the timely production, distribution and delivery of the clinical supply of our product candidates to numerous and varied clinical trial sites. If we fail to adequately manage the design, execution and diverse regulatory aspects of our large and complex clinical trials or to manage the production or distribution of our clinical supply, corresponding regulatory approvals may be delayed or we may fail to gain approval for our product candidates or could ~~limit~~lose our ability to market existing products in certain therapeutic areas or altogether. If we are unable to market and sell our products or product candidates or to obtain approvals in the timeframe needed to execute our product strategies, our business and results of operations could be materially and adversely affected.

We rely on independent third-party clinical investigators to recruit subjects and conduct clinical trials on our behalf in accordance with the applicable study protocols and laws and regulations. Further, we rely on unaffiliated third-party vendors to perform certain aspects of our clinical trial operations. We also may acquire companies that have ongoing clinical trials. These trials may not be conducted to the same standards as ours; however, once an acquisition has been completed we assume responsibility for the conduct of the trial, including any potential risks and liabilities associated with the past and prospective conduct of those trials. If regulatory authorities determine that we or others, including our licensees or the independent investigators selected by us or by a company we have acquired, have not complied with regulations applicable to the clinical trials, those authorities may refuse or reject some or all of the clinical trial data or take other actions which could negatively impact our ability to obtain or maintain marketing approval of the product or indication. 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 drugs may be administered in a clinical trial in combination with one of our products or product candidates or in a head-to-head study comparing the products’ or product candidates’ relative efficacy and safety. In the event that any of these vendors or pharmaceutical companies have unforeseen issues that negatively impact the quality of their work or create a shortage of supply, or if we are otherwise unable to obtain an adequate supply of these other drugs, our ability to complete our applicable clinical

trials and/or evaluate clinical results may also be negatively impacted. As a result, this could adversely affect our ability to timely file for, gain or maintain regulatory approvals worldwide.

Clinical trials must be designed based on the current standard of medical care. However in certain diseases, such as cancer, the standard of care is evolving rapidly. In these diseases, the duration of time needed to complete certain clinical trials may result in the design of such clinical trials being based on standards of medical care that are no longer the current standards by the time such trials are completed, limiting the utility and application of such trials. We may not obtain favorable clinical trial results and therefore may not be able to obtain regulatory approval for new product candidates, new indications for existing products or maintenance of our current product labels. Participants in clinical trials of our products and ~~limit~~product candidates may also suffer adverse medical events or side effects that could, among other factors, delay or terminate the clinical trial program and/or require additional or longer trials to gain approval.

Even after a product is on the market, safety concerns may require additional or more extensive clinical trials as part of a risk management plan for our product ~~sales.) Since~~or for approval of a new indication. For example, in connection with the June ~~2015, when~~2011 erythropoiesis-stimulating agents(ESA) label changes, we also agreed to conduct additional clinical trials examining the ~~Governor~~use of ~~Puerto Rico announced that~~ESAs in CKD. Additional clinical trials we initiate, including those required by the ~~government (including certain government entities) is unable to pay its roughly $72 billion~~FDA, could result in ~~debt,~~substantial additional expense and the ~~government’s liquidity position has continued to deteriorate. In early April 2016,~~outcomes could result in additional label restrictions or the ~~Puerto Rico government enacted~~loss of regulatory approval for an approved indication, each of which could have a material adverse effect on our business and results of operations. Additionally, any negative results from such trials could materially affect the ~~Puerto Rico Emergency Moratorium~~extent of approvals, the use, reimbursement and Financial Rehabilitation Act (Act No. 21-2016) that authorizes the Governor to declare a fiscal emergency and implement a temporary debt moratorium until January 2017. Pursuant to the new law, the Governor issued an Executive Order that declared a fiscal emergency and implemented the debt moratorium in order to prevent a shutdown of essential government services and manage the government’s cash liquidity. Public reports indicate that the Puerto Rico government is not making certain payments. On June 30, 2016, President Obama signed into law the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) to provide a mechanism for Puerto Rico to restructure its debt, achieve fiscal responsibility, and gain access to capital markets. PROMESA establishes a federal Financial Oversight and Management Board to assist in the debt restructuring, and establishment of the Board operates as an automatic stay of creditor actions to enforce claims against the Puerto Rico government. While PROMESA is an important step in moving Puerto Rico towards economic stability, there is still a risk that Puerto Rico’s economic situation could impact the territorial government’s provision of utilities or other services in Puerto Rico that we use in the operationsales of our products, our business ~~create the potential for increased taxes or fees to operate in Puerto Rico, result in migration~~and results of ~~workers from Puerto Rico to the mainland United States, and make it more expensive or difficult for us to operate in Puerto Rico.~~operations.



Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~June~~September 30, 2016, we had one outstanding stock repurchase program and the repurchase activity was as follows:

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⁾
April 1 - 30 684,708
$ 159.11
684,708
$ 4,117,540,621
May 1 - 31 843,447
$ 154.05
843,447
$ 3,987,606,271
June 1 - 30 2,332,541
$ 151.04
2,332,541
$ 3,635,289,228
3,860,696
$ 153.13
3,860,696



	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⁾
July 1 - 31	717,888	$	162.08	717,888	$	3,518,934,577
August 1 - 31	1,857,289	$	172.82	1,857,289	$	3,197,956,578
September 1 - 30	1,812,513	$	170.93	1,812,513	$	2,888,135,072
	4,387,690	$	170.28	4,387,690


(1)	In October ~~2015,~~2016, our Board of Directors authorized an increase that resulted in a total of $5.0 billion available under the stock repurchase program.



Item 6.	EXHIBITS

Reference is made to the Index to Exhibits included herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.



		Amgen Inc.
		(Registrant)

Date:	~~July 29,~~October 28, 2016	By:	/S/ DAVID W. MELINE
			David W. Meline
			Executive Vice President and Chief Financial Officer

AMGEN INC.

INDEX TO EXHIBITS



Exhibit No.		Description
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 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 on April 8, 1997 and incorporated herein by reference.)

4.6		Officer’s Certificate of Amgen Inc., dated January 1, 1992, as supplemented by the First Supplemental Indenture, dated 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 on April 8, 1997 and incorporated herein by reference.)

4.7		Indenture, dated August 4, 2003. (Filed as an exhibit to Form S-3 Registration Statement on August 4, 2003 and incorporated herein by reference.)

4.8		Corporate Commercial Paper - Master Note between and among Amgen Inc., as Issuer, Cede & Co., as Nominee of The Depository Trust Company, and Citibank, N.A., as Paying Agent. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1998 on May 13, 1998 and incorporated herein by reference.)

4.9		Officers’ Certificate of Amgen Inc., dated May 30, 2007, including 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.)

4.10		Officers’ Certificate of Amgen Inc., dated 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, 2008 and incorporated herein by reference.)

4.11		Officers’ Certificate of Amgen Inc., dated 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.)

4.12		Officers’ Certificate of Amgen Inc., dated 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 12, 2010 and incorporated herein by reference.)

4.13		Officers’ Certificate of Amgen Inc., dated 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.)

4.14		Officers’ Certificate of Amgen Inc., dated 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.)

4.15		Officers’ Certificate of Amgen Inc., dated 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.)

4.16		Officers’ Certificate of Amgen Inc., dated 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.)



Exhibit No.		Description
4.17		Officers’ Certificate of Amgen Inc., dated 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.)

4.18		Officers’ Certificate of Amgen Inc., dated 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.)

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 Company’s 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		Officer’s Certificate of Amgen Inc., dated May 1, 2015, including forms of the Company’s 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		Officer’s Certificate of Amgen Inc., dated as of February 25, 2016, including forms of the Company’s 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 Company’s 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 Company’s 0.410% bonds due 2023. (Filed as an exhibit on Form 8-K on March 8, 2016 and incorporated herein by reference.)

4.25		Officer’s Certificate of Amgen Inc., dated as of June 14, 2016, including forms of the Company’s 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		Officer’s Certificate of Amgen Inc., dated as of August 19, 2016, including forms of the Company’s 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.)

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 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.)

10.5+		Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on 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.)

10.6+		Amgen Inc. 2009 Performance Award Program. (As Amended on 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.)

10.7+		Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on 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.)



Exhibit No.		Description
10.8+		Amgen Inc. 2009 Director Equity Incentive Program. (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 and incorporated herein by reference.)



~~Exhibit No.~~		~~Description~~
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 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.)

10.11+		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.)

10.12+*		First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 14, 2016.

10.13+		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.)

~~10.13+~~10.14+		Amgen Inc. Executive Incentive Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)

~~10.14+~~10.15+		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.)

~~10.15+~~10.16+		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.)

~~10.16+~~10.17+*		First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 14, 2016.

10.18+		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.)

~~10.17+~~10.19+		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.)

~~10.18~~10.20		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.)

~~10.19~~10.21		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.)

~~10.20~~10.22		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.)

~~10.21~~10.23		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.)

~~10.22~~10.24		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.)

~~10.23~~10.25		Amendment No. 14 to the Shareholders’ Agreement, dated March 26, 2014. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2014 on April 30, 2014 and incorporated herein by reference.)

~~10.24~~10.26		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.)

~~10.25~~

Exhibit No.		Description
10.27		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.)



~~Exhibit No.~~		~~Description~~
~~10.26~~10.28		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.)

~~10.27~~10.29		Amended and Restated Promotion Agreement, dated 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.)

~~10.28~~10.30		Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective 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.)

~~10.29~~10.31		Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective 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.)

~~10.30~~10.32		Amendment No. 3 to Amended and Restated Promotion Agreement, effective 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.)

~~10.31~~10.33		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 (Filed as an exhibit to Form 8-K on July 30, 2014 and incorporated herein by reference.)

~~10.32~~10.34		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.)

~~10.33~~10.35		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.)

~~10.34~~10.36		Amendment Number 1 to Sourcing and Supply Agreement, effective 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.)

~~10.35~~10.37		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.)

~~10.36~~10.38		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.)

~~10.37~~10.39		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.)

~~10.38~~

Exhibit No.		Description
10.40		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.)

~~10.39~~10.41		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.)



~~Exhibit No.~~		~~Description~~

~~10.40~~10.42		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.)~~

~~10.41~~		Term Loan Facility Credit Agreement, dated September 20, 2013, among Amgen Inc., the Banks therein named, Bank of America, N.A., as Administrative Agent, and Barclays Bank PLC and JPMorgan Chase Bank, N.A., as Syndication Agents. (Filed as an exhibit to Form 8-K on September 20, 2013 and incorporated herein by reference.)

31*		Rule 13a-14(a) Certifications.

32**		Section 1350 Certifications.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

____________________________

(* = filed herewith)

(** = furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended)

(+ = management contract or compensatory plan or arrangement)

4446



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 ¨


	Three months ended				Six months ended				Three months ended					Nine months ended
	June 30,				June 30,				September 30,					September 30,
	2016		2015		2016		2015		2016		2015			2016		2015
Revenues:
Product sales	$	5,474	$	5,225	$	10,713	$	10,099	$	5,516	$	5,516		$	16,229	$	15,615
Other revenues	214		145		502		304		295		207			797		511
Total revenues	5,688		5,370		11,215		10,403		5,811		5,723			17,026		16,126

Operating expenses:
Cost of sales	1,050		1,089		2,068		2,122		1,027		1,034			3,095		3,156
Research and development	900		964		1,772		1,858		990		1,119			2,762		2,977
Selling, general and administrative	1,292		1,160		2,495		2,186		1,244		1,244			3,739		3,430
Other	66		81		98		139		23		(13		)	121		126
Total operating expenses	3,308		3,294		6,433		6,305		3,284		3,384			9,717		9,689

Operating income	2,380		2,076		4,782		4,098		2,527		2,339			7,309		6,437

Interest expense, net	313		277		607		529		325		282			932		811
Interest and other income, net	137		198		287		304		216		135			503		439

Income before income taxes	2,204		1,997		4,462		3,873		2,418		2,192			6,880		6,065

Provision for income taxes	334		344		692		597		401		329			1,093		926

Net income	$	1,870	$	1,653	$	3,770	$	3,276	$	2,017	$	1,863		$	5,787	$	5,139

Earnings per share:
Basic	$	2.49	$	2.18	$	5.01	$	4.30	$	2.70	$	2.46		$	7.70	$	6.76
Diluted	$	2.47	$	2.15	$	4.97	$	4.26	$	2.68	$	2.44		$	7.63	$	6.70

Shares used in calculation of earnings per share:
Basic	751		760		753		761		747		757			752		760
Diluted	756		768		759		769		753		764			758		767

Dividends paid per share	$	1.00	$	0.79	$	2.00	$	1.58	$	1.00	$	0.79		$	3.00	$	2.37


	Three months ended						Six months ended						Three months ended						Nine months ended
	June 30,						June 30,						September 30,						September 30,
	2016			2015			2016			2015			2016			2015			2016			2015
Net income	$	1,870		$	1,653		$	3,770		$	3,276		$	2,017		$	1,863		$	5,787		$	5,139
Other comprehensive income (loss), net of reclassification adjustments and taxes:
Foreign currency translation (losses) gains	(17		)	18			16			(155		)
Foreign currency translation gains (losses)													9			(86		)	25			(241		)
Effective portion of cash flow hedges	(6		)	(115		)	(185		)	63			(16		)	(53		)	(201		)	10
Net unrealized gains (losses) on available-for-sale securities	184			(108		)	542			32
Net unrealized (losses) gains on available-for-sale securities													(27		)	(35		)	515			(3		)
Other	1			—			1			—			1			5			2			5
Other comprehensive income (loss), net of taxes	162			(205		)	374			(60		)
Other comprehensive (loss) income, net of taxes													(33		)	(169		)	341			(229		)
Comprehensive income	$	2,032		$	1,448		$	4,144		$	3,216		$	1,984		$	1,694		$	6,128		$	4,910


	June 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	2,630		$	4,144		$	3,485		$	4,144
Marketable securities	32,404			27,238			34,495			27,238
Trade receivables, net	3,078			2,995			3,186			2,995
Inventories	2,671			2,435			2,681			2,435
Other current assets	2,164			1,703			1,997			1,703
Total current assets	42,947			38,515			45,844			38,515

Property, plant and equipment, net	4,884			4,907			4,912			4,907
Intangible assets, net	11,068			11,641			10,690			11,641
Goodwill	14,799			14,787			14,802			14,787
Other assets	1,773			1,599			1,902			1,599
Total assets	$	75,471		$	71,449		$	78,150		$	71,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	870		$	965		$	825		$	965
Accrued liabilities	4,666			5,452			4,920			5,452
Current portion of long-term debt	5,294			2,247			4,797			2,247
Total current liabilities	10,830			8,664			10,542			8,664

Long-term debt	27,928			29,182			30,526			29,182
Long-term deferred tax liability	2,598			2,239			2,412			2,239
Other noncurrent liabilities	3,982			3,281			3,897			3,281

Contingencies and commitments

Stockholders’ equity:
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding—748.9 shares in 2016 and 754.0 shares in 2015	30,595			30,649
Accumulated deficit	(356		)	(2,086		)
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding—744.8 shares in 2016 and 754.0 shares in 2015							30,691			30,649
Retained earnings (accumulated deficit)							221			(2,086		)
Accumulated other comprehensive loss	(106		)	(480		)	(139		)	(480		)
Total stockholders’ equity	30,133			28,083			30,773			28,083
Total liabilities and stockholders’ equity	$	75,471		$	71,449		$	78,150		$	71,449



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



		Page No.
PART I - FINANCIAL INFORMATION		1
Item 1.	FINANCIAL STATEMENTS	1
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	1
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	2
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
Item 4.	CONTROLS AND PROCEDURES	3637
PART II - OTHER INFORMATION		37
Item 1.	LEGAL PROCEEDINGS	37
Item 1A.	RISK FACTORS	37
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3840
Item 6.	EXHIBITS	3840
SIGNATURES		3941
INDEX TO EXHIBITS		4042



Total cash paid to former shareholders of Dezima	$	300
Fair value of contingent consideration obligations	110
Total consideration	$	410


Type of security as of June 30, 2016	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Type of security as of September 30, 2016										Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
U.S. Treasury securities	$	7,916	$	104	$	—		$	8,020	$	7,495	$	55	$	(3	)	$	7,547
Other government-related debt securities:
U.S.	345		2		—			347		302		1		—			303
Foreign and other	1,814		54		(2		)	1,866		1,773		52		(2		)	1,823
Corporate debt securities:
Financial	8,120		121		(3		)	8,238		8,381		110		(2		)	8,489
Industrial	8,345		141		(13		)	8,473		8,636		142		(8		)	8,770
Other	1,002		17		(1		)	1,018		1,040		15		(1		)	1,054
Residential mortgage-backed securities	1,729		15		(6		)	1,738		2,106		8		(5		)	2,109
Other mortgage- and asset-backed securities	2,197		10		(27		)	2,180		1,759		7		(4		)	1,762
Money market mutual funds	1,673		—		—			1,673		2,089		—		—			2,089
Other short-term interest-bearing securities	1,014		—		—			1,014		3,619		—		—			3,619
Total interest-bearing securities	34,155		464		(52		)	34,567		37,200		390		(25		)	37,565
Equity securities	89		34		—			123		124		39		—			163
Total available-for-sale investments	$	34,244	$	498	$	(52	)	$	34,690	$	37,324	$	429	$	(25	)	$	37,728



Type of security as of December 31, 2015	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
U.S. Treasury securities	$	4,298	$	—	$	(24	)	$	4,274
Other government-related debt securities:
U.S.	536		—		(2		)	534
Foreign and other	1,768		7		(36		)	1,739
Corporate debt securities:
Financial	7,904		7		(40		)	7,871
Industrial	7,961		11		(136		)	7,836
Other	905		1		(21		)	885
Residential mortgage-backed securities	1,484		1		(15		)	1,470
Other mortgage- and asset-backed securities	2,524		—		(55		)	2,469
Money market mutual funds	3,370		—		—			3,370
Other short-term interest-bearing securities	528		—		—			528
Total interest-bearing securities	31,278		27		(329		)	30,976
Equity securities	88		48		—			136
Total available-for-sale investments	$	31,366	$	75	$	(329	)	$	31,112


Classification in the Condensed Consolidated Balance Sheets	June 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Cash and cash equivalents	$	2,163	$	3,738	$	3,070	$	3,738
Marketable securities	32,404		27,238		34,495		27,238
Other assets — noncurrent	123		136		163		136
Total available-for-sale investments	$	34,690	$	31,112	$	37,728	$	31,112


Contractual maturity	June 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Maturing in one year or less	$	3,965	$	4,578	$	7,121	$	4,578
Maturing after one year through three years	11,141		9,370		10,900		9,370
Maturing after three years through five years	12,155		9,932		12,068		9,932
Maturing after five years through ten years	3,335		3,087		3,525		3,087
Maturing after ten years	53		70		80		70
Mortgage- and asset-backed securities	3,918		3,939		3,871		3,939
Total interest-bearing securities	$	34,567	$	30,976	$	37,565	$	30,976


	Less than 12 months					12 months or greater					Less than 12 months					12 months or greater
Type of security as of June 30, 2016	Fair value		Unrealized losses			Fair value		Unrealized losses
Type of security as of September 30, 2016											Fair value		Unrealized losses			Fair value		Unrealized losses
U.S. Treasury securities	$	174	$	—		$	—	$	—		$	957	$	(3	)	$	—	$	—
Other government-related debt securities:
U.S.											77		—			—		—
Foreign and other	53		(1		)	67		(1		)	192		(2		)	18		—
Corporate debt securities:
Financial	420		(2		)	171		(1		)	638		(2		)	47		—
Industrial	884		(8		)	405		(5		)	1,275		(6		)	204		(2		)
Other	64		—			31		(1		)	110		(1		)	25		—
Residential mortgage-backed securities	100		(1		)	289		(5		)	667		(2		)	182		(3		)
Other mortgage- and asset-backed securities	168		(4		)	481		(23		)	266		(2		)	102		(2		)
Equity securities	1		—			—		—
Total	$	1,864	$	(16	)	$	1,444	$	(36	)	$	4,182	$	(18	)	$	578	$	(7	)


	Six months ended June 30,					Nine months ended September 30,
	2016		2015			2016		2015
Beginning balance	$	14,787	$	14,788		$	14,787	$	14,788
Goodwill related to acquisitions of businesses⁽¹⁾	2		—			2		—
Currency translation adjustments	10		(65		)	13		(114		)
Ending balance	$	14,799	$	14,723		$	14,802	$	14,674


	Six months ended						Nine months ended
	June 30,						September 30,
	2016			2015			2016			2015
Cash flows from operating activities:
Net income	$	3,770		$	3,276		$	5,787		$	5,139
Depreciation and amortization	1,043			1,043			1,546			1,566
Share-based compensation expense	139			160			222			242
Deferred income taxes	245			(126		)	80			(251		)
Other items, net	42			5			93			26
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables, net	(119		)	(199		)	(192		)	(302		)
Inventories	(156		)	196			(125		)	284
Other assets	(330		)	85			(335		)	192
Accounts payable	(100		)	(198		)	(147		)	(74		)
Accrued income taxes	(328		)	369			(140		)	478
Other liabilities	386			155			465			358
Net cash provided by operating activities	4,592			4,766			7,254			7,658
Cash flows from investing activities:
Purchases of property, plant and equipment	(344		)	(251		)	(511		)	(389		)
Purchases of intangible assets	(99		)	(50		)
Proceeds from the sale of property, plant and equipment	14			226			15			271
Purchases of marketable securities	(14,969		)	(13,530		)	(22,682		)	(19,792		)
Proceeds from sales of marketable securities	9,063			8,021			14,072			11,784
Proceeds from maturities of marketable securities	1,339			2,500			1,932			3,179
Other	(51		)	(227		)	(262		)	(367		)
Net cash used in investing activities	(5,047		)	(3,311		)	(7,436		)	(5,314		)
Cash flows from financing activities:
Net proceeds from issuance of debt	2,908			3,464			6,713			3,464
Repayment of debt	(1,000		)	(2,150		)	(2,725		)	(2,275		)
Repurchases of common stock	(1,218		)	(940		)	(1,982		)	(1,684		)
Dividends paid	(1,504		)	(1,201		)	(2,251		)	(1,800		)
Settlement of contingent consideration obligation	—			(225		)	—			(225		)
Withholding taxes arising from shares withheld for share-based payments	(262		)	(390		)	(254		)	(394		)
Other	17			51			22			65
Net cash used in financing activities	(1,059		)	(1,391		)	(477		)	(2,849		)
(Decrease) increase in cash and cash equivalents	(1,514		)	64
Decrease in cash and cash equivalents							(659		)	(505		)
Cash and cash equivalents at beginning of period	4,144			3,731			4,144			3,731
Cash and cash equivalents at end of period	$	2,630		$	3,795		$	3,485		$	3,226


	June 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Raw materials	$	205	$	201	$	220	$	201
Work in process	1,510		1,529		1,356		1,529
Finished goods	956		705		1,105		705
Total inventories	$	2,671	$	2,435	$	2,681	$	2,435


	June 30, 2016							December 31, 2015							September 30, 2016							December 31, 2015
	Gross carrying amount		Accumulated amortization			Intangible assets, net		Gross carrying amount		Accumulated amortization			Intangible assets, net		Gross carrying amount		Accumulated amortization			Intangible assets, net		Gross carrying amount		Accumulated amortization			Intangible assets, net
Finite-lived intangible assets:
Developed product technology rights	$	12,313	$	(5,472	)	$	6,841	$	12,310	$	(4,996	)	$	7,314	$	12,320	$	(5,710	)	$	6,610	$	12,310	$	(4,996	)	$	7,314
Licensing rights	3,275		(1,149		)	2,126		3,275		(998		)	2,277		3,275		(1,225		)	2,050		3,275		(998		)	2,277
Research and development technology rights	1,138		(675		)	463		1,134		(635		)	499		1,142		(696		)	446		1,134		(635		)	499
Marketing-related rights	1,349		(726		)	623		1,186		(650		)	536		1,348		(764		)	584		1,186		(650		)	536
Total finite-lived intangible assets	18,075		(8,022		)	10,053		17,905		(7,279		)	10,626		18,085		(8,395		)	9,690		17,905		(7,279		)	10,626
Indefinite-lived intangible assets:
IPR&D	1,015		—			1,015		1,015		—			1,015		1,000		—			1,000		1,015		—			1,015
Total identifiable intangible assets	$	19,090	$	(8,022	)	$	11,068	$	18,920	$	(7,279	)	$	11,641	$	19,085	$	(8,395	)	$	10,690	$	18,920	$	(7,279	)	$	11,641


	June 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
2.30% notes due 2016 (2.30% 2016 Notes)	$	—	$	750	$	—	$	750
2.50% notes due 2016 (2.50% 2016 Notes)	1,000		1,000		1,000		1,000
2.125% notes due 2017 (2.125% 2017 Notes)	1,250		1,250		1,250		1,250
Floating Rate Notes due 2017	600		600		600		600
1.25% notes due 2017 (1.25% 2017 Notes)	850		850		850		850
5.85% notes due 2017 (5.85% 2017 Notes)	1,100		1,100		1,100		1,100
6.15% notes due 2018 (6.15% 2018 Notes)	500		500		500		500
Term Loan due 2018 (Term Loan)	1,725		1,975		—		1,975
4.375% euro-denominated notes due 2018 (4.375% 2018 euro Notes)	606		599		616		599
5.70% notes due 2019 (5.70% 2019 Notes)	1,000		1,000		1,000		1,000
Floating Rate Notes due 2019	250		250		250		250
2.20% notes due 2019 (2.20% 2019 Notes)	1,400		1,400		1,400		1,400
2.125% euro-denominated notes due 2019 (2.125% 2019 euro Notes)	750		733		758		733
4.50% notes due 2020 (4.50% 2020 Notes)	300		300		300		300
2.125% notes due 2020 (2.125% 2020 Notes)	750		750		750		750
3.45% notes due 2020 (3.45% 2020 Notes)	900		900		900		900
4.10% notes due 2021 (4.10% 2021 Notes)	1,000		1,000		1,000		1,000
1.85% notes due 2021 (1.85% 2021 Notes)					750		—
3.875% notes due 2021 (3.875% 2021 Notes)	1,750		1,750		1,750		1,750
1.25% euro-denominated notes due 2022 (1.25% 2022 euro Notes)	1,388		—		1,404		—
2.70% notes due 2022 (2.70% 2022 Notes)	500		500		500		500
3.625% notes due 2022 (3.625% 2022 Notes)	750		750		750		750
0.41% Swiss-franc-denominated bonds due 2023 (0.41% 2023 Swiss franc Bonds)	717		—		721		—
2.25% notes due 2023 (2.25% 2023 Notes)					750		—
3.625% notes due 2024 (3.625% 2024 Notes)	1,400		1,400		1,400		1,400
3.125% notes due 2025 (3.125% 2025 Notes)	1,000		1,000		1,000		1,000
2.00% euro-denominated notes due 2026 (2.00% 2026 euro Notes)	833		—		843		—
2.60% notes due 2026 (2.60% 2026 Notes)					1,250		—
5.50% pound-sterling denominated notes due 2026 (5.50% 2026 pound sterling Notes)	633		700		616		700
4.00% pound-sterling denominated notes due 2029 (4.00% 2029 pound sterling Notes)	932		1,032		908		1,032
6.375% notes due 2037 (6.375% 2037 Notes)	552		900		552		900
6.90% notes due 2038 (6.90% 2038 Notes)	291		500		291		500
6.40% notes due 2039 (6.40% 2039 Notes)	466		1,000		466		1,000
5.75% notes due 2040 (5.75% 2040 Notes)	412		700		412		700
4.95% notes due 2041 (4.95% 2041 Notes)	600		600		600		600
5.15% notes due 2041 (5.15% 2041 Notes)	974		2,250		974		2,250
5.65% notes due 2042 (5.65% 2042 Notes)	487		1,250		487		1,250
5.375% notes due 2043 (5.375% 2043 Notes)	261		1,000		261		1,000


⁽¹⁾	Consists of goodwill recognized on the acquisition dates of business combinations and subsequent adjustments to these amounts resulting from changes to the acquisition date fair values of net assets acquired in the business combinations recorded during their respective measurement periods.



	Principal Amount Exchanged
6.375% 2037 Notes	$	348
6.90% 2038 Notes	209
6.40% 2039 Notes	534
5.75% 2040 Notes	288
5.15% 2041 Notes	1,276
5.65% 2042 Notes	763
5.375% 2043 Notes	739


	Foreign currency translation			Cash flow hedges			Available-for-sale securities			Other			AOCI			Foreign currency translation			Cash flow hedges			Available-for-sale securities			Other			AOCI
Balance as of December 31, 2015	$	(511	)	$	297		$	(260	)	$	(6	)	$	(480	)	$	(511	)	$	297		$	(260	)	$	(6	)	$	(480	)
Foreign currency translation adjustments	36			—			—			—			36			36			—			—			—			36
Unrealized (losses) gains	—			(117		)	379			—			262			—			(117		)	379			—			262
Reclassification adjustments to income	—			(166		)	30			—			(136		)	—			(166		)	30			—			(136		)
Income taxes	(3		)	104			(51		)	—			50			(3		)	104			(51		)	—			50
Balance as of March 31, 2016	$	(478	)	$	118		$	98		$	(6	)	$	(268	)	$	(478	)	$	118		$	98		$	(6	)	$	(268	)
Foreign currency translation adjustments	(22		)	—			—			—			(22		)	(22		)	—			—			—			(22		)
Unrealized (losses) gains	—			(144		)	268			—			124			—			(144		)	268			—			124
Reclassification adjustments to income	—			133			23			—			156			—			133			23			—			156
Other	—			—			—			1			1			—			—			—			1			1
Income taxes	5			5			(107		)	—			(97		)	5			5			(107		)	—			(97		)
Balance as of June 30, 2016	$	(495	)	$	112		$	282		$	(5	)	$	(106	)	$	(495	)	$	112		$	282		$	(5	)	$	(106	)
Foreign currency translation adjustments																11			—			—			—			11
Unrealized gains (losses)																—			35			(19		)	—			16
Reclassification adjustments to income																—			(65		)	(23		)	—			(88		)
Other																—			—			—			1			1
Income taxes																(2		)	14			15			—			27
Balance as of September 30, 2016																$	(486	)	$	96		$	255		$	(4	)	$	(139	)


	Amounts reclassified out of AOCI							Amounts reclassified out of AOCI
Components of AOCI	Three months ended June 30, 2016			Three months ended June 30, 2015			Line item affected in the Statements of Income	Three months ended September 30, 2016			Three months ended September 30, 2015			Line item affected in the Statements of Income
Cash flow hedges:
Foreign currency contract gains	$	79		$	91		Product sales	$	67		$	86		Product sales
Cross-currency swap contract (losses) gains	(212		)	136			Interest and other income, net
Cross-currency swap contract losses								(1		)	(67		)	Interest and other income, net
Forward interest rate contract losses	—			(1		)	Interest expense, net	(1		)	—			Interest expense, net
	(133		)	226			Total before income tax	65			19			Total before income tax
	49			(81		)	Tax benefit (expense)	(27		)	(7		)	Tax expense
	$	(84	)	$	145		Net of taxes	$	38		$	12		Net of taxes
Available-for-sale securities:
Net realized losses	$	(23	)	$	(9	)	Interest and other income, net
Net realized gains (losses)								$	23		$	(39	)	Interest and other income, net
	8			3			Tax benefit	(8		)	15			Tax (expense) benefit
	$	(15	)	$	(6	)	Net of taxes	$	15		$	(24	)	Net of 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)				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 June 30, 2016, using:			Total
as of September 30, 2016, using:												Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)		Total
Assets:
Available-for-sale investments:
U.S. Treasury securities	$	8,020				$	—			$	—	$	8,020			$	7,547				$	—		$	—	$	7,547
Other government-related debt securities:
U.S.	—			347					—		347		—				303			—			303
Foreign and other	—			1,866				—		1,866		—		1,823					—		1,823
Corporate debt securities:
Financial	—			8,238				—		8,238		—		8,489				—		8,489
Industrial	—			8,473				—		8,473		—		8,770				—		8,770
Other	—			1,018				—		1,018		—		1,054				—		1,054
Residential mortgage-backed securities	—			1,738				—		1,738		—		2,109				—		2,109
Other mortgage- and asset-backed securities	—			2,180				—		2,180		—		1,762				—		1,762
Money market mutual funds	1,673			—				—		1,673		2,089		—				—		2,089
Other short-term interest-bearing securities	—			1,014				—		1,014		—		3,619				—		3,619
Equity securities	123			—				—		123		163		—				—		163
Derivatives:
Foreign currency contracts	—			68				—		68		—		43				—		43
Cross-currency swap contracts	—			17				—		17		—		69				—		69
Interest rate swap contracts	—			266				—		266		—		205				—		205
Total assets	$	9,816		$	25,225			$	—	$	35,041	$	9,799	$	28,246			$	—	$	38,045

Liabilities:
Derivatives:
Foreign currency contracts	$	—		$	27			$	—	$	27	$	—	$	35			$	—	$	35
Cross-currency swap contracts	—			456				—		456		—		442				—		442
Forward interest rate contracts	—			4				—		4
Contingent consideration obligations in connection with business combinations	—			—				171		171		—		—				176		176
Total liabilities	$	—		$	487			$	171	$	658	$	—	$	477			$	176	$	653


	Three months ended June 30,					Six months ended June 30,					Three months ended September 30,					Nine months ended September 30,
	2016			2015		2016			2015		2016		2015			2016			2015
Beginning balance	$	194		$	215	$	188		$	215	$	171	$	215		$	188		$	215
Net changes in valuation	(23		)	—		(17		)	—		5		(18		)	(12		)	(18		)
Ending balance	$	171		$	215	$	171		$	215	$	176	$	197		$	176		$	197



	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	%
1.25% 2022 euro Notes	€	1,250	1.25	%	$	1,388	3.2	%
0.41% 2023 Swiss franc Bonds	CHF	700	0.41	%	$	704	3.4	%
2.00% 2026 euro Notes	€	750	2.00	%	$	833	3.9	%
5.50% 2026 pound sterling Notes	£	475	5.50	%	$	747	6.0	%
4.00% 2029 pound sterling Notes	£	700	4.00	%	$	1,111	4.5	%


	Derivative assets			Derivative liabilities			Derivative assets			Derivative liabilities
June 30, 2016	Balance Sheet location	Fair value		Balance Sheet location	Fair value
September 30, 2016							Balance Sheet location	Fair value		Balance Sheet location	Fair value
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets/ Other noncurrent assets	$	68	Accrued liabilities/ Other noncurrent liabilities	$	26	Other current assets/ Other noncurrent assets	$	43	Accrued liabilities/ Other noncurrent liabilities	$	34
Cross-currency swap contracts	Other current assets/ Other noncurrent assets	17		Accrued liabilities/ Other noncurrent liabilities	456		Other current assets/ Other noncurrent assets	69		Accrued liabilities/ Other noncurrent liabilities	442
Forward interest rate contracts	Other current assets/ Other noncurrent assets	—		Accrued liabilities/ Other noncurrent liabilities	4
Interest rate swap contracts	Other current assets/ Other noncurrent assets	266		Accrued liabilities/ Other noncurrent liabilities	—		Other current assets/ Other noncurrent assets	205		Accrued liabilities/ Other noncurrent liabilities	—
Total derivatives designated as hedging instruments		351			486			317			476
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	—		Accrued liabilities	1		Other current assets	—		Accrued liabilities	1
Total derivatives not designated as hedging instruments		—			1			—			1
Total derivatives		$	351		$	487		$	317		$	477


•	In August 2016, we announced that the phase 3 randomized, double-blind, double-dummy, active-controlled study evaluating the safety and efficacy of Prolia^® compared with risedronate in patients receiving glucocorticoid treatment met all primary and secondary endpoints at 12 months.


•	In ~~May~~September 2016, we announced that the phase 3 GLAGOV (GLobal Assessment of Plaque ReGression with a PCSK9 AntibOdy as Measured by IntraVascular Ultrasound) study evaluating the effect of Repatha^® on coronary artery disease met its primary and secondary endpoints.


•	In August 2016, we announced that the FDA issued a Complete Response Letter for the New Drug Application for Parsabiv^™for the treatment of secondary hyperparathyroidism (sHPT) in adult patients with chronic kidney disease (CKD) on hemodialysis.


•	In September 2016, we announced that the Committee for Medicinal Products for Human Use of the European Medicines Agency (EMA) adopted a positive opinion for the Marketing Authorization of Parsabiv^™, recommending approval for the treatment of sHPT in adult patients with CKD on hemodialysis.