

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our market risk is disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, and is incorporated herein by reference. There have been no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, to the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.



Item 4.	CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined under the Securities 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 ~~September~~June 30, ~~2018.~~2019.

Management determined that, as of ~~September~~June 30, ~~2018,~~2019, 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 15, Contingencies and commitments, to the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for the periods ended June 30, 2018 and September 30, 2018, and Note 14,13, Contingencies and commitments, to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the ~~period~~periods ended March 31, ~~2018,~~2019 and June 30, 2019, for discussions that are limited to certain recent developments concerning our legal proceedings. Those discussions should be read in conjunction with Note ~~18,~~20, Contingencies and commitments, to the consolidated financial statements in Part IV of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.



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 involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties our business faces. We have described in our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2017,~~2018, the primary risks related to our business, and we periodically update those risks for material developments. Those risks are not the only ones we face. 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 I, Item 1A, of our Annual Report, on Form 10-K for the year ended December 31, ~~2017,~~2018, provide additional disclosure for these supplemental risks and are incorporated herein by reference.

Our sales depend on coverage and reimbursement from third-party payers, and pricing and reimbursement pressures may affect our profitability.

Sales of our products depend 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 initiatives to contain costs and manage drug utilization. These payers are increasingly focused on the effectiveness, benefits and costs of similar treatments, which could result for our products in lower reimbursement rates or narrower populations for whom payers will reimburse. Continued intense public scrutiny of the price of drugs and other healthcare costs, together with payer dynamics, may limit our ability to set or adjust the price of our products based on their value, which could have a material adverse effect on our business. In the United States, the public discussions of drug pricing issues are likely to continue.

—Changing federal coverage and reimbursement policies and practices have impacted and may continue to impact access to and sales of our products

A substantial portion of our U.S. business relies on reimbursement from U.S. federal government healthcare programs and commercial insurance plans regulated by the U.S. federal and state governments. See our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, Part I, Item 1. Business—Reimbursement. ~~Changes~~Our business has and will continue to be impacted by legislative actions changing U.S. federal reimbursement ~~policy may come through legislative and/or administrative actions.~~policy. For example, in February 2018, the U.S. Congress passed legislation ~~that requires~~requiring biopharmaceutical manufacturers to ~~pay~~provide greater discounts ~~for~~beginning in 2019 on products dispensed to patients in the coverage gap between the initial coverage limit of Medicare Part D ~~coverage gap beginning in 2019,~~and the program’s catastrophic-coverage threshold, which ~~may~~has and will continue to reduce our net product sales relating to such patients. ~~Other~~Additional legislative proposals have been introduced ~~into the U.S.~~by members of Congress to overhaul provisions of the Patient Protection and Affordable Care Act, ~~(ACA) and~~ to ~~enable~~allow commercial-level ~~re-importation~~reimportation of prescription medications from Canada or other ~~countries.~~countries and to enable Medicare to negotiate drug prices with biopharmaceutical manufacturers. Congressional focus on drug pricing has increased since the Democrats took control of the U.S. House of Representatives following the November 2018 election. Recent proposed legislation has been introduced in Congress that would, among other things, penalize pharmaceutical manufacturers for raising prices on drugs covered by Medicare Parts B and D faster than the rate of inflation, cap out-of-pocket expenses for Medicare Part D beneficiaries and significantly change the way Medicare reimburses for drugs in Medicare Part B. In addition, in January 2019, the chair of the House Oversight and Reform Committee sent letters to twelve different biopharmaceutical manufacturers, including Amgen, seeking documents and detailed information about such companies’ drug pricing. A number of other Congressional committees have also held hearings during the first half of 2019 on drug pricing.

Also our business has been and is expected to continue to be impacted by changes in U.S. federal reimbursement policy resulting from executive actions, federal regulations, or federal demonstration projects. For example, in May 2018, the U.S. ~~President Donald Trump and his~~presidential administration (the Administration) released a drug pricing “blueprint” and requested public comment on an array of policy ideas intended to increase competition, improve the negotiating power of the federal government, reduce drug prices and lower patient out-of-pocket costs. ~~The~~This blueprint ~~included~~includes a number of policy ideas with the potential to significantly impact, whether individually or collectively, our ~~industry, including~~industry. Such proposals ~~to move~~include moving coverage and reimbursement for Medicare Part B drugs into Medicare Part D, ~~to require the inclusion of drug price information in direct-to-consumer drug advertising and to institute~~instituting a competitive acquisition program for Part B ~~drugs. The blueprint also proposed~~drugs in which competing third-party vendors take on the ~~removal~~financial risk of acquiring drugs and billing Medicare, removing the ~~safe-harbor~~safe harbor protection under the federal anti-kickback statute for drug rebates paid to ~~payers.~~ payers, and requiring the inclusion of drug price information in direct-to-consumer drug advertising.

Since that time, the release of the drug pricing blueprint, senior administration officials have continued to state publicly their strong interest in changing the U.S. drug reimbursement system to eliminate rebates. Rebates are payments by a biopharmaceutical manufacturer of a portion of product’s purchase price back to the government program president and/or private insurance plan responsible for paying for such product, or to the pharmacy benefit managers (PBMs) who administer the prescription drug programs for government and private employers. While significant uncertainty remains as to how these or other changes might be accomplished, removal of the existing federal anti-kickback statute safe harbor protection for rebates may call into question the legality of such rebates in federal healthcare programs. This development or other changes affecting the ability or willingness

of biopharmaceutical manufacturers to pay rebates could cause significant disruption in the current drug payment and reimbursement system. Changes in U.S. federal reimbursement policy may also arise as a result of executive actions, federal regulations, or demonstration projects implemented by federal agencies, ~~including~~such as the Centers for Medicare &and Medicaid Services (CMS), have announced a number of demonstration projects, recommendations and proposals to implement various elements described in the drug pricing blueprint. CMS, the federal agency responsible for administering Medicare and overseeing state Medicaid programs and ~~the~~ Health Insurance ~~Marketplaces. CMS~~Marketplaces, has substantial power to implement policy changes or demonstration projects that can quickly and significantly affect how drugs, including our products, are covered and reimbursed. For example, in October 2018, President Trump announced that CMS was evaluating a pilot program proposed to initially cover fifty percent of spending on Part B single-source drugs referred to as the “International Price Index” (IPI) model that would, among other things, set the Medicare payment amount for such single-source drugs to more closely align with international drug prices. In June 2019, Administration officials announced that the Office of Management and Budget is reviewing a draft of a proposed rule to implement the IPI model in the United States. CMS has ~~already begun implementing certain elements described in the administration’s drug pricing blueprint, including: issuing~~also issued guidance to allow certain Medicare plans offered by private insurance companies to ~~begin requiring~~require that patients receiving Medicare Part B drugs first try a drug preferred by the plan before such plan will cover another ~~therapy;~~therapy and proposing ~~new rules to require drug price information in direct-to-consumer (DTC) drug television advertising and to~~ lower reimbursement rates for new Part B drugs launched beginning in 2019. Prior to CMS issuing its proposed DTC television advertising rule, we committed to the enhanced Pharmaceutical Research and Manufacturers of America voluntary DTC principles, which provide that, effective in 2019, all DTC television advertisements will direct patients to information about drug costs, including the list pricedrugs. Some of the ~~medicine~~efforts of CMS and ~~out~~the U.S. Department of ~~pocket costs. On October 25, 2018, President Trump~~Health and Human Services (HHS, the federal agency of which CMS is a part) to implement elements of the drug pricing blueprint have not ultimately resulted in policy changes. For example, in July 2019 Administration officials announced the withdrawal of a proposed HHS rule that ~~CMS was evaluating a pilot program that proposes~~would have excluded from federal anti-kickback safe harbor protection certain rebates paid to ~~set~~PBMs under Medicare. However, following the ~~Medicare payment amount for Part B single source drugs and biologics to more closely align with international~~withdrawal of this rebate rule, the Administration might pursue the IPI model or other drug ~~prices and pay physicians and hospitals participating in such program a set~~pricing initiatives.

Separate from the drug add-on payment for administered drugs. CMS has since issued an advance notice of proposed rulemaking that requests public comment on the pilot program, which is proposed to initially cover fifty percent of Medicare Part B spending on separately payable Part B drugs.pricing blueprint, CMS has undertaken other demonstration projects to test care models, such as the CMS Oncology Care Model, ~~that~~which provides participating physician practices with performance-based financial incentives that aim to manage or reduce Medicare costs without negatively impacting the efficacy of care. We believe the Oncology Care Model has reduced utilization of certain of our oncology products by participating physician practices and ~~may~~expect it to continue to do so in the future. ~~In addition,~~And in July 2019, CMS released a proposed rule creating a new mandatory payment model focused on encouraging greater use of home dialysis and kidney transplants for end-stage renal disease patients that, if finalized as proposed, could result in changes to treatment of such patients, including reduction of the use of our erythropoiesis-stimulating agents and calcimimetic products. CMS has also solicited suggestions regarding other potential care models. Further, President Trump’s administration is seeking to address drug prices through other federal agency actions. For example, to promote greater drug price competition, the FDA is pursuing policies that would ease generic and biosimilar entry requirements, including the lowering of standards for demonstrating biosimilarity or interchangeability. See ~~We currently face competition from biosimilars and expect to face increasing competition from biosimilars and generics in the future.~~

~~While~~In this dynamic environment, we are unable to predict which or how many of these various federal policy, legislative or regulatory changes may ultimately be ~~enacted,~~enacted. However, to the extent that these or other federal government initiatives decrease or modify the coverage or reimbursement available for our products, limit our ability to offer co-pay payment assistance to commercial patients, require that we pay increased rebates or shift other costs to us, limit or impact our decisions regarding the pricing of biopharmaceutical products or otherwise reduce the use of our U.S. products, such actions could have a material adverse effect on our business and results of operations.

We also face risks relating to the reporting of pricing data that affects the reimbursement of and discounts provided for our products. Government price reporting regulations are complex and may require a manufacturer to update certain previously submitted 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.

—Changing state reimbursement and pricing actions may impact access to and have impacted and may continue to impact sales of our products

At the state level, government actions or ballot initiatives can also affect how our products are covered and reimbursed and/or create additional pressure on our pricing decisions. A number of states have adopted, and many other states have discussed and debated and are considering, new pricing ~~legislation,~~actions, including proposals designed to require biopharmaceutical manufacturers to publicly report proprietary pricing information, limit price increases or to place a maximum price ceiling or cap on biopharmaceutical products. Existing and proposed state pricing laws have added complexity to the pricing of drugs and may already be impacting industry pricing decisions. For example, in October 2017, California enacted a ~~drug pricing~~drug-pricing transparency bill that requires biopharmaceutical manufacturers to notify health insurers and government health plans at least 60 days before scheduled prescription drug price increases that exceed certain thresholds. ~~In addition,~~Oregon and Washington passed similar laws in 2019 requiring notices to a state agency of certain price increases. Other states are seeking to change the way their states pay for drugs for patients covered by state programs. For example, in August 2018 the Ohio Department of Medicaid ~~recently~~ ordered that all of the state’s Medicaid managed care plans terminate and renegotiate contracts with PBMs to eliminate the drug purchasing model in which PBMs bill the state more than they reimburse pharmacists for filling Medicaid patient prescriptions. In January 2019, California’s governor issued an executive order expanding state Medicaid coverage and directing state agencies and programs to consolidate drug purchases and to negotiate drug prices with manufacturers. Additionally, four states have enacted laws to facilitate the importation of drugs from Canada. These state importation programs must first be approved by HHS under a federal statute that excludes biologics, but state and federal legislatures and agencies may seek ways to extend such measures to biologics. Other states could adopt similar approaches ~~which~~or could ~~create additional uncertainty~~pursue different policy changes in ~~the Medicaid reimbursement setting.These existing and proposed state pricing laws have added complexity~~a continuing effort to ~~the pricing of drugs and may already be impacting industry pricing decisions.~~reduce their costs. Ultimately, as with U.S. federal government actions, existing or future state government actions or ballot initiatives may also have a material adverse effect on our product sales, business and results of operations.

—U.S. commercial payer actions have impacted and may continue to impact access to and sales of our products

Payers, including healthcare insurers, PBMs, integrated healthcare delivery systems and group purchasing organizations, increasingly seek ways to reduce their and their respective members’ costs. ~~Many~~With increasing frequency, payers ~~continue to adopt~~are adopting benefit plan changes that shift a greater portion of ~~prescription~~drug costs to patients. Such measures include more limited benefit plan designs, high deductible plans, higher patient co-pay or ~~co-insurance~~coinsurance obligations and more significant limitations on patients’ use of manufacturer commercial ~~manufacturer~~ co-pay payment assistance programs (including through co-pay accumulator adjustment or maximization programs). Payers have sought and will likely continue to seek price discounts or rebates in connection with the placement of our products on their formularies or those they manage, particularly in treatment areas where the payer has taken the position that multiple branded products are therapeutically comparable. Payers also control costs by imposing restrictions on access to or usage of our products, such as requiring that ~~the patient~~patients first try a drug preferred by the payer or receive the payer’s prior authorization before covering the product, ~~and~~or that patients use a mail-order pharmacy or a limited network of fully-owned specialty pharmacies; payers may also choose to exclude certain indications for which our products are approved or even choose to exclude coverage entirely. For example, the burdensome administrative ~~process~~processes required for physicians to demonstrate or document that the patients for whom Repatha^®has been prescribed meet ~~the payers’~~payer utilization management criteria has limited and may continue to limit patient access to Repatha^® treatment. In an effort to reduce barriers to access,

~~burdens,~~ we ~~have taken a number of actions to reduce~~reduced the net price of Repatha^® ~~through offering~~ by providing greater discounts and rebates to ~~payers. Even with increased access,~~payers, including PBMs that administer Medicare Part D prescription drug plans. However, affordability of patient out-of-pocket ~~expense~~co-pay cost has and may continue to limit patient use. For example, a very high percentage of Medicare patients have abandoned their Repatha^® prescriptions rather than pay their co-pay payment. In ~~October~~late 2018 and early 2019, we introduced a set of new ~~NDCs~~National Drug Codes (NDCs) to make Repatha^®available at a lower list price to attempt to address affordability for patients, particularly those on Medicare. To allow payers time to make a smooth transition to the lower list price and avoid incentivizing PBMs to immediately switch patients to the other available proprotein convertase subtilisin/kexin type 9 (PCSK9) inhibitor that offered them a higher overall rebate due to its higher list price, we also continued to offer Repatha^® at the original list price for a period of time. Despite ~~the recent~~these net and list price reductions, some payers have and may continue to restrict patient access, change formulary coverage for Repatha^®, seek further discounts or rebates or take other actions that could reduce our sales of Repatha^®. Further, ~~our introduction of~~in the competitive PCSK9 inhibitor marketplace, many payers have not yet adopted the new NDCs we introduced for lower-list price Repatha^®, including a number of PBMs that continue to cover Repatha^® at the original list price in part because of the higher rebates they receive for it. These factors have and may ~~not be rapidly adopted by payers, which could~~ continue to limit patient affordability and use and ~~could also reduce~~to negatively impact our sales of Repatha^®.

Significant 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, significantly increasing discounts and rebates required of manufacturers and limiting patient access and usage. For example, in the United States, the top three PBMs now oversee ~~more~~greater than ~~70%~~two-thirds of prescription claims ~~and the top three health insurance companies’ coverage is approaching half of~~as well as government and commercial covered lives. ~~Consolidation between pharmacies is also increasing, with the top three pharmacies now responsible for half of U.S. drug sales.~~ The consolidation among insurers, PBMs and other payers, including through integrated healthcare delivery systems and/or with specialty or mail-order pharmacies and pharmacy retailers, has increased the negotiating leverage such entities have over us and other drug manufacturers and has resulted in greater price discounts, ~~on our products,~~rebates and fees for other services ~~and rebates.~~being realized by those payers. For example, ~~U.S. regulators have recently approved~~during the ~~mergers~~

fourth quarter of 2018, two of the nation’s largest PBMs, Express Scripts and CVS Health, completed their combinations with major insurance companies Cigna and Aetna, respectively. ~~Further~~Additional consolidation would further increase the leverage of such entities. Ultimately, additional discounts, rebates, coverage or plan changes, restrictions or exclusions ~~as described above~~imposed by these commercial payers could have a material adverse effect on our product sales, business and results of operations.

—Government and commercial payer actions outside the United States have impacted and will continue to impact access to and sales of our ~~affected products.~~products

Outside the United States, we expect countries will continue to take actions to reduce their drug expenditures. See our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, Part I, Item 1. Business—Reimbursement. ~~For example, international~~International reference pricing (IRP) ishas been widely used by ~~a large number of~~many countries outside the United States 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. In addition, countries may ~~exclude~~refuse to reimburse or ~~limit coverage and reimbursement~~may restrict the reimbursed population for a product when their national health technology assessments do not ~~indicate that the product demonstrates~~consider a medicine to demonstrate sufficient clinical benefit beyond existing ~~therapies.~~therapies or that it does not meet certain cost effectiveness thresholds. For example, despite the EMA’s May 2018 approval of Repatha^® for the treatment of patients with established atherosclerotic disease, reimbursement for Repatha^® in France and Germany ~~may remain~~has remained limited to ~~relatively narrow~~narrower patient populations (such as those with homozygous familial hypercholesterolemia) following ~~recent~~ national health technology ~~assessments. While the pricing and reimbursement process~~assessments in ~~those countries remains ongoing, these assessments have negatively impacted our efforts in France and Germany~~mid-2018. Failure to ~~expand Repatha~~^® ~~access to the broader patient population covered by the approved label. Any deterioration in the~~obtain coverage and reimbursement ~~available~~ for our products, a deterioration in their existing coverage and reimbursement, or a decline in the timeliness or certainty of payment by payers to physicians and other providers ~~could~~has impacted and may further negatively impact the ability or willingness of healthcare providers to prescribe our products for their patients ~~or could~~and otherwise negatively affect the use of our products or the prices we receive for them. Such changes ~~could~~can and have had a material adverse effect on our product sales, business and results of operations.

We ~~also face risks relating to the reporting~~perform a substantial majority of ~~pricing data that affects the reimbursement of and discounts provided for~~ our ~~products. In the United States, pricing data that we submit to~~commercial manufacturing activities at our facility in the U.S. ~~government impacts~~territory of Puerto Rico and a substantial majority of our clinical manufacturing activities at our facility in Thousand Oaks, California; significant disruptions or production failures at these facilities could significantly impair our ability to supply our products or continue our clinical trials.

The global supply of our products and product candidates for commercial sales and for use in our clinical trials is significantly dependent on the ~~payment rates for providers, rebates we pay,~~uninterrupted 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 monthly and quarterly, and based on such reviews we have on occasion restated previously reported pricing data to reflect changesefficient operation of our manufacturing facilities, 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.

~~We currently face competition from biosimilars and expect to face increasing competition from biosimilars and generics~~particular those in the ~~future.~~

~~We currently face competition from biosimilars in both Europe~~U.S. territory of Puerto Rico and the United States, and we expect to face increasing biosimilar and/or generics competition this year and beyond. Expiration or successful challenge of applicable patent rights or expiration of an applicable exclusivity period would accelerate such competition, and we expect to face more litigation regarding the validity and/or scope of our patents. Our products may also experience greater competition from lower-cost biosimilars or generics that come to market when branded products that compete with our products lose their own patent protection. To the extent that governments adopt more permissive approval frameworks and competitors are able to obtain broader or expedited marketing approval for biosimilars and generics, the rate of increased competition for our products could accelerate.

In the European Union, biosimilars are evaluated for marketing authorization pursuant to a set of general and product class-specific guidelines. In addition, in an effort to spur biosimilar utilization and/or increase potential healthcare savings, some EU countries have adopted and others are attempting to adopt biosimilar uptake measures such as requiring physician prescribing

quotas or promoting switching or pharmacy substitution of biosimilars for the corresponding reference products, and other countries may adopt similar measures. Some EU countries impose automatic price reductions upon market entry of one or more biosimilar competitors.

~~In the United States, the ACA authorized the FDA to approve biosimilars via a separate, abbreviated pathway.~~Thousand Oaks, California. See our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, Part I, Item ~~1. Business—Government Regulation—Regulation in the United States—Approval of Biosimilars. The first biosimilar entrant into the U.S. market, Sandoz’s Zarxio~~^®~~, is a biosimilar version of NEUPOGEN~~^®~~, and was launched in the United States in 2015. Since then, the FDA has approved additional biosimilars, including biosimilar versions of ENBREL, Neulasta~~^® ~~and EPOGEN~~^®~~, and a growing number of companies have announced that they are also developing biosimilar versions of our products. One biosimilar version of Neulasta~~^® ~~launched earlier this year and others may also receive approval in the near future; the approved biosimilar version of EPOGEN~~^® ~~may also launch. We believe that when multiple biosimilar versions of one~~1A. Risk Factors—Manufacturing difficulties, disruptions or delays could limit supply of our products ~~are approved~~ and ~~launched, competition~~limit our product sales.

We currently perform a substantial majority of our clinical manufacturing activities at our facility in Thousand Oaks, California. A substantial disruption in our ability to operate our Thousand Oaks, California manufacturing facility could ~~intensify more rapidly, resulting~~materially and adversely affect our ability to supply our product candidates for use in ~~a greater impact on such product’s sales. Companies pursuing~~our clinical trials, leading to delays in development of ~~biosimilar versions~~our product candidates.

In addition, we currently perform a substantial majority of our ~~products~~commercial manufacturing activities at our facility in the U.S. territory of Puerto Rico. In late September 2017, Hurricane Maria made landfall on the island of Puerto Rico. The hurricane destroyed residential and commercial buildings, agriculture, communications networks and most of Puerto Rico’s electric grid. While the critical manufacturing areas of our commercial manufacturing facility were not significantly impacted by the storm, the restoration of electrical service on the island was a slow process, and our facility operated with electrical power from back-up diesel powered generators for some time. In January 2018, we reconnected to the Puerto Rico electric grid but have ~~challenged and may continue~~continued to ~~challenge our patents well in advance~~use diesel generators as needed when sufficient electric power has not been reliably available. Further instability of the ~~expiration~~electric grid could require us to increase the use of our ~~material patents. For information related~~generators or even return to using them exclusively. In addition, future storms or other disasters or events could cause a more significant impact to our ~~biosimilars~~manufacturing operations. Also, there is political instability in the Puerto Rican government that has led to civil unrest and ~~generics patent litigation, see Note 15, Contingencies~~the recent resignation of the governor. While our ability to manufacture and ~~commitments,~~supply our products has not, to date, been impacted by the ~~condensed consolidated financial statements, Note 18, Contingencies~~political instability, any substantial disruption in our ability to operate our Puerto Rico manufacturing facility (whether due to problems with the facility itself, compliance with regulatory requirements, the infrastructure and ~~commitments,~~services available on the island, the unavailability of raw materials or supplies from vendors, the unavailability of key staff or otherwise) or get supplies and manufactured products transported to ~~the consolidated financial statements in~~and from that location could materially and adversely affect our ability to supply our products and affect our product sales. See our Annual Report on Form 10-K for the year ended December 31, ~~2017, and Notes 14 and 15, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the periods ended March 31,~~ 2018, ~~and June 30, 2018, respectively. See also our Annual Report on Form 10-K for the year ended December 31, 2017,~~ Part I, Item 1A. Risk Factors—~~Our intellectual property positions may be~~Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales.

The impact of Hurricane Maria and the political instability in Puerto Rico have placed greater stress on the island’s already challenged ~~invalidated or circumvented, or we may fail~~economy. Prior to ~~prevail~~Hurricane Maria, the government of Puerto Rico was unable to pay its roughly $72 billion in ~~present~~debt. In June 2016, the U.S. Congress passed the Puerto Rico Oversight, Management, and ~~future intellectual property litigation.~~ ~~The~~Economic Stability Act (PROMESA), which established a Financial Oversight and Management Board (Oversight Board) to provide fiscal oversight through the development and approval of fiscal plans and budgets for Puerto Rico and to assist in its debt restructuring. In May 2017, after negotiations for debt restructuring with creditors were unsuccessful, the Oversight Board approved and certified the filing in the U.S. ~~pathway includes~~District Court for the ~~option~~District of Puerto Rico of a voluntary petition under Title III of PROMESA for ~~biosimilar products that meet~~the government of Puerto Rico and certain ~~criteria~~of its governmental entities, including the Puerto Rico Electric Power Authority (PREPA). Title III of PROMESA provides Puerto Rico with a judicial process for restructuring its debt similar to, ~~be approved as interchangeable with their reference products. Some companies currently developing or already marketing biosimilars may seek~~but not identical to, register their products as interchangeable biosimilars, which could make it easier for pharmacists to substitute those biosimilars for our reference products or could encourage prescribers or payers who are inclined to select the interchangeable biosimilar over our innovative products or our biosimilars. In addition, criticsChapter 9 of the ~~12-year exclusivity period in~~U.S. Bankruptcy Code. The governor of Puerto Rico declared a state of emergency and authorized a moratorium on the ~~biosimilar pathway law will likely continue to seek to shorten the data exclusivity period and/or to encourage the FDA to interpret narrowly the law’s provisions regarding~~payment of general obligation bonds and other debts issued by certain instrumentalities, which new products receive data exclusivity. For example, the FDA is considering whether subsequent changes to a licensed biologic would be protected by the remainder of the reference product’s original 12-year exclusivity period (a concept known in the generic drug context as “umbrella exclusivity”). If the FDA were to decide that “umbrella exclusivity” does not apply to biological reference products or were to make other changes to the exclusivity period, this could expose us to biosimilar competition at an earlier time. There also havemoratorium has been extended and may continue to be ~~public, legislative,~~extended while the Oversight Board is in effect. Given the severe conditions in Puerto Rico after Hurricane Maria, resolution of Puerto Rico’s debt situation through the PROMESA judicial process has been delayed. In the case of PREPA, the effects of Hurricane Maria and ~~FDA efforts to promote price competition through policies enabling easier generic and biosimilar entry, including efforts to lower standards~~several changes in PREPA’s management have delayed reconstruction efforts.

In June 2018, the Oversight Board certified a budget for ~~demonstrating biosimilarity or interchangeability, and through changes~~Puerto Rico’s fiscal year 2019 that imposes significant expense reductions across the government. The Title III Court dismissed most of the government’s challenges to the ~~reimbursement policies~~budget, and the governor and legislature of Puerto Rico filed appeals before the U.S. Court of Appeals for ~~biologics.~~

~~While most of our products are biologics, some of our products are small molecule products. Upon~~ the ~~expiration or loss of patent protection for a small molecule product, we can lose~~First Circuit (First Circuit Court). In February 2019, the majority of revenues for that product in a very short period of time. The FDA approval process exempts generics from costly and time-consuming clinical trials to demonstrate their safety and efficacy and allows generic manufacturers to rely onFirst Circuit Court affirmed the ~~safety and efficacy data~~Title III Court’s dismissal of the ~~innovator product, often enabling these generic competitors~~legislature’s appeal; however, the governor’s appeal is still pending before the First Circuit Court.

In addition, certain non-governmental entities have brought suit claiming the appointment process of the Oversight Board members set forth in PROMESA conflicts with the appointments clause of the U.S. Constitution. In February 2019, the First Circuit Court ruled that the appointment was unconstitutional and in June 2019, the U.S. Supreme Court accepted the case for review. If the U.S. Supreme Court were to ~~market competing versions~~hold that PROMESA has a constitutional infirmity and that actions taken by the Oversight Board are invalid, the commencement of ~~our product after~~all Title III proceedings could be invalid. In such event, the ~~expiration or loss~~current debt restructuring process and the debtholder litigation stay under Title III of ~~our patent at~~PROMESA could be in jeopardy.

In October 2018, the fiscal plan for Puerto Rico was updated, including a ~~much lower price. Our U.S. composition~~projected increase in federal disaster funding and projected material deficits once the stimulus effects of ~~matter patent for Sensipar~~^®,the disaster recovery dissipate. The fiscal plan stresses the importance of structural reforms to address Puerto Rico’s challenging economic and demographic trends that may be difficult to implement as well as have a ~~small molecule product, expired in March 2018. We are engaged in litigation with a number of companies seeking to market generic versions of Sensipar~~^® ~~surrounding~~material adverse impact on our ~~U.S. formulation patent that expires in September 2026. See Note 15, Contingencies and commitments, to the condensed~~ consolidated financial ~~statements, Note 18, Contingencies~~statements.

In May 2019, the fiscal plan was further updated to incorporate a revised projection on federal disaster spending. The new fiscal plan projects a smaller surplus in the short-term due to a longer rollout in federal disaster assistance. In June 2019, the Oversight Board certified the fiscal year 2020 budget, which is higher than the 2019 budget.

In addition, the Tax Cuts and ~~commitments, to the consolidated financial statements in our Annual Report~~Jobs Act (2017 Tax Act) will no longer permit deferral of U.S. taxation on Form 10-K for the year ended December 31, 2017, and Notes 14 and 15, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018, respectively. SeveralPuerto Rico earnings of U.S. companies (or their foreign subsidiaries), although these ~~generic versions of Sensipar~~^® have been approved by the FDA, and one or more of these companies may elect to launch their approved generic versions at risk, prior to the conclusion of our ongoing litigation. If this happens, our product sales for Sensipar^® ~~could~~earnings generally will be ~~materially and adversely affected.~~

~~While we are unable to predict the precise impact of biosimilars and generics on our products, we are currently facing and expect to face greater competition~~taxed in the United States ~~Europe~~at a reduced 10.5% rate. Given Puerto Rico’s challenged economy and ~~elsewhere this year~~hurricane recovery needs, it may be difficult for Puerto Rico to sustain or grow its manufacturing base due to competition from other foreign locations subject to a similar level of U.S. taxation, or U.S. locations due to the reduction in the U.S. corporate tax rate from 35% to 21%. The manufacturing sector contributes more than 45% of Puerto Rico’s gross domestic product, and ~~beyond~~multinational companies with Puerto Rico operations contribute approximately 30% of Puerto Rico’s revenue base.

While PROMESA and the actions above continue to be important factors in moving Puerto Rico toward economic stability, there is still a risk that Puerto Rico’s ongoing economic challenges, the effects of Hurricane Maria and the potential impact of the 2017 Tax Act could negatively affect the territorial government’s provision of utilities or other services in Puerto Rico that we use in the operation of our business, create the potential for increased taxes or fees to operate in Puerto Rico, result in a migration of workers from Puerto Rico to the mainland United States, or make it more expensive or difficult for us to operate in Puerto Rico. In addition, the political instability in Puerto Rico described above may cause additional disruption and further delay the resolution of Puerto Rico’s debt restructuring and economic recovery. These factors could materially and adversely affect our ability to supply our products and affect our product sales.

A breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and availability of our information technology systems and network-connected control systems and our data, interrupt the operation of our business and affect our reputation.

To achieve our business objectives, we rely to a large extent upon sophisticated information technology systems and network-connected control systems, some of which are managed, hosted, provided or serviced by third parties. Internal or external events that compromise the confidentiality, integrity and availability of our systems and data may significantly interrupt the operation of our business, result in significant costs and/or affect our reputation.

Our information technology systems are highly integrated into our business, including our R&D efforts, our clinical and commercial manufacturing processes and our product sales and distribution processes. The complexity and interconnected nature of our systems makes them potentially vulnerable to breakdown or other service interruptions. Our systems are also subject to frequent cyberattacks. As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and are becoming increasingly difficult to detect. Such attacks could include the use of harmful and virulent malware, including ransomware or other denials of service, and can be deployed through various means including the software supply chain, e-mail, malicious websites, and the use of social engineering. Attacks such as those seen with other multi-national companies, including some of our peers, could leave us unable to utilize key business systems or access important data needed to operate our business, including developing, gaining regulatory approval for, manufacturing, selling and/or distributing our products. For example, in 2017, a pharmaceutical company experienced a cyberattack involving virulent malware that significantly disrupted its operations, including its research and sales operations and the production of some of its medicines and vaccines. As a result of ~~biosimilar~~the cyberattack, its orders and ~~generic competition~~sales for certain products in certain markets were negatively impacted. Our systems also contain and ~~downward pressure on our product prices~~utilize a high volume of sensitive data, including intellectual property, trade secrets, financial information, regulatory information, strategic plans, sales trends and ~~sales. This competition has had and could increasingly have a material adverse effect on our product sales, business and results of operations.~~

~~Guidelines and recommendations published by various organizations can reduce the use of our products.~~

~~Government agencies promulgate regulations and guidelines directly applicable~~forecasts, litigation materials and/or personal information belonging to us, ~~and to~~ our products. Professional societies, practice management groups, insurance carriers, physicians’ groups, private health and science foundations and organizations involved in various diseases also publish guidelines and recommendations to healthcare providers, administrators and payers, as well as patient communities. Recommendations by government agencies staff, our patients, customers and/or other ~~groups~~parties. In some cases, we utilize third-party service providers to process, store, manage or transmit such data, which may increase our risk. Intentional or inadvertent data privacy or security breaches (including cyberattacks) or lapses by employees, service providers, nation states, organized crime organizations, “hacktivists” or others, create risks that our sensitive data may be exposed to unauthorized persons, our competitors, or the public. Finally, domestic and ~~organizations~~global government regulators, our business partners, suppliers with whom we do business, companies that provide us or our partners with business services and companies we may

~~relate~~ acquire may face similar risks, and security breaches of their systems could adversely affect our security, leave us without access to such matters as usage, dosage, route of administration and use of related therapies. In addition, a growing number of organizations are providing assessments of the value and pricing of biopharmaceuticalimportant systems, products, and even organizations whose guidelines have historically been focused on clinical matters may begin to incorporate analyses of the cost effectiveness of various treatments into their treatment guidelines and recommendations. Value assessments may come from private organizations that publish their findings and offer recommendations relating to the products’ reimbursement by government and private payers. Some companies and payers have announced pricing and payment decisions based in part on the assessments of private organizations.raw materials, components, services or information or expose our confidential data. For example, ~~CVS Caremark indicated~~ in ~~August 2018~~June 2019, a vendor that ~~it will begin utilizing third-party cost effectiveness analyses to make formulary~~performs a variety of tests and ~~coverage determinations for newly-approved drugs. In addition, government health technology assessment organizations~~analytical services that we and other biopharmaceutical companies use in ~~many countries make reimbursement recommendations to payers in their jurisdictions based on the clinical effectiveness, cost-effectiveness~~developing and service impact of new, emerging and existing medicines and treatments. Such health technology assessment organizations may recommend reimbursement for our product for a narrower indication than was approved by applicable regulatory agencies or may recommend against reimbursement entirely. Such recommendations or guidelines may affect our reputation, and any recommendations or guidelines that result in decreased use, dosage or reimbursement ofmanufacturing our products experienced a cyberattack requiring us to disconnect our systems from the vendor’s systems. While we were able to reconnect our systems after several weeks, an extended service outage impacting this or other vendors, particularly where such vendor is the single source from which we obtain the services, could have a material adverse effect on our ~~product sales,~~ business ~~and~~or results of operations. In addition, we distribute our products in the ~~perception by~~United States primarily through three pharmaceutical wholesalers, and a security breach that impairs the ~~investment community or stockholders that such recommendations or guidelines will result in decreased use and dosage~~distribution operations of our wholesalers could significantly impair our ability to deliver our products to healthcare providers.

Although we have experienced system breakdowns, attacks and information security breaches, we do not believe such breakdowns, attacks and breaches have had a material adverse effect on our business or results of operations. We continue to invest in the monitoring, protection, and resilience of our critical or sensitive data and systems. However, there can be no assurance that our efforts will detect, prevent or fully recover systems or data from all breakdowns, service interruptions, attacks, or breaches of our systems that could adversely affect our business and operations and/or result in the ~~market price~~loss or exposure of critical, proprietary, private, confidential or otherwise sensitive data, which could result in financial, legal, business or reputational harm to us or impact our stock price. While we maintain cyber-liability insurance, our insurance is not sufficient to cover us against all losses that could potentially result from a service interruption, breach of our ~~common stock.~~systems or loss of our critical or sensitive data.



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

During the three months ended ~~September~~June 30, ~~2018,~~2019, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:

Period
Total number
of shares
purchased

Average
price paid
per share ⁽¹⁾

Total number
of shares purchased
as part of publicly announced program

Maximum dollar
value that may
yet be purchased
under the program ⁽²⁾
July 1 - 31 3,018,400
$ 191.69
3,018,400
$ 4,814,509,041
August 1 - 31 3,197,500
$ 197.03
3,197,500
$ 4,184,499,911
September 1 - 30 2,498,600
$ 202.12
2,498,600
$ 3,679,470,791
Total 8,714,500
$ 196.64
8,714,500



Period	Total number of shares purchased	Average price paid per share ⁽¹⁾		Total number of shares purchased as part of publicly announced program	Maximum dollar value that may yet be purchased under the program⁽²⁾
April 1 - 30	5,910,200	$	186.39	5,910,200	$	981,408,982
May 1 - 31	4,457,100	$	170.96	4,457,100	$	5,219,445,027
June 1 - 30	2,718,800	$	178.60	2,718,800	$	4,733,865,620
Total	13,086,100	$	179.51	13,086,100

^{(1) ___________}~~Average price paid per share includes related expenses.~~

⁽²⁾ ~~In April 2018, our Board of Directors increased the amount authorized under our stock repurchase program by an additional $5.0 billion.~~


⁽¹⁾	Average price paid per share includes related expenses.


⁽²⁾	In May 2019, our Board of Directors increased the amount authorized under our stock repurchase program by an additional $5.0 billion.



Item 6.	EXHIBITS

Reference is made to the Index to Exhibits included herein.

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 14, 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 April 8, 1997, establishing a series of securities entitled “8 1/8% Debentures due April 1, 2097.” (Filed as an exhibit to Form 8-K on April 8, 1997 and incorporated herein by reference.)

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

4.8		Corporate Commercial Paper - Master Note between and among Amgen Inc., as Issuer, Cede & Co., as Nominee of The Depository Trust Company, and Citibank, N.A., as Paying Agent.~~(Filed~~ (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.)

~~4.24~~		~~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.)

~~4.28~~4.27		Officer’s Certificate of Amgen Inc., dated as of May 11, 2017 including forms of the Company’s Senior Floating Rate Notes due 2019, Senior Floating Rate Notes due 2020, 1.900% Senior Notes due 2019, 2.200% Senior Notes due 2020 and 2.650% Senior Notes due 2022. (Filed as an exhibit to Form 8-K on May 11, 2017 and incorporated herein by reference.)

~~4.29~~4.28		Officer’s Certificate of Amgen Inc., dated as of November 2, 2017, including in the form of the Company’s 3.200% Senior Notes due 2027. (Filed as an exhibit to Form 8-K on November 2, 2017 and incorporated by reference.)

10.1+		Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (Filed as Appendix C to the Definitive Proxy Statement on Schedule 14A on April 8, 2013 and incorporated herein by reference.)

10.2+		First Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 4, 2015. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2015 on April 27, 2015 and incorporated herein by reference.)

10.3+		Second Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 2, 2016. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2016 on May 2, 2016 and incorporated herein by reference.)

10.4+		Form of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 7, 2018.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2018 on February 13, 2019 and incorporated herein by reference.)

10.5+		Form of Restricted Stock Unit Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. (As Amended on December 7, 2018.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2018 on February 13, 2019 and incorporated herein by reference.)

10.6+		Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, ~~2017~~2017.).) (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)



~~Exhibit No.~~		~~Description~~
~~10.5+~~10.7+		Form of ~~Restricted Stock~~Performance Unit Agreement for the Amgen Inc. ~~Amended and Restated~~ 2009 ~~Equity Incentive Plan.~~Performance Award Program. (As Amended on December ~~12,~~7, 2018.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2018 on February 13, 2019 and incorporated herein by reference.)

10.8+		Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)

~~10.6+~~10.9+		Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc. 2009 ~~Performance Award~~Director Equity Incentive Program. ~~(As Amended on December 12, 2017.)~~ (Filed as an exhibit to Form ~~10-K for the year ended December 31, 2017~~8-K on ~~February 13, 2017~~May 8, 2009 and incorporated herein by reference.)

~~10.7+~~10.10+		Form of ~~Performance~~Restricted Stock Unit Agreement for the Amgen Inc. 2009 ~~Performance Award~~Director Equity Incentive Program. (As Amended on ~~December 12,~~October 24, 2017.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)

~~10.8+~~10.11+		Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen ~~Inc.~~ 2009 Director Equity Incentive Program. ~~(As Amended on October 24, 2017.)~~ (Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)

~~10.9+~~		~~Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc. 2009 Director Equity Incentive Program.~~ ~~(Filed as an exhibit to Form 8-K on May 8, 2009 and incorporated herein by reference.)~~

~~10.10+~~		~~Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on October 24, 2017.)~~ ~~(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)~~

~~10.11+~~		~~Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program.~~ ~~(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.)~~

10.12+		Amgen Inc. Supplemental Retirement Plan. (As Amended and Restated effective October 16, 2013.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)

10.13+		First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 14, 2016. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.)

10.14+		Amended and Restated Amgen Change of Control Severance Plan. (As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.)~~(Filed~~ (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.)

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

10.16+		First Amendment to the Amgen Inc. Executive Incentive Plan, effective December 13, ~~2012~~2012.. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)

10.17+		Second Amendment to the Amgen Inc. Executive Incentive Plan, effective January 1, 2017.~~(Filed~~ (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)

10.18+		Amgen Nonqualified Deferred Compensation Plan. (As Amended and Restated effective October 16, 2013.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.)

10.19+		First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 14, 2016. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.)

10.20+		Agreement between Amgen Inc. and David W. Meline, effective July 21, 2014. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2014 on October 29, 2014 and incorporated herein by reference.)

10.21+		Agreement between Amgen Inc. and Jonathan Graham, dated May 11, 2015.~~(Filed~~ (Filed as an exhibit to Form 10-Q/A for the quarter ended June 30, 2015 on August 6, 2015 and incorporated herein by reference.)

10.22+		Agreement between Amgen Inc. and Lori Johnston, dated October 25, 2016.~~(Filed~~ (Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.)

10.23+*		Agreement between Amgen Inc. and Murdo Gordon, dated July 25, 2018. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2018 on October 31, 2018 and incorporated herein by reference.)



~~Exhibit No.~~		~~Description~~
10.24		Amended and Restated Credit Agreement, dated July 30, 2014, among Amgen Inc., the Banks therein named, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent (the “Credit Agreement”).. (Filed as an exhibit to Form 8-K on July 30, 2014 and incorporated herein by reference.)

10.25		Amendment No. 1 to the Credit Agreement, dated March 9, 2018, among Amgen Inc., the Banks therein named, and Citibank, N.A., as administrative agent.~~(Filed~~ (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2018 on April 25, 2018 and incorporated herein by reference.)



10.26		Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited dated May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No. 1, effective June 9, 2003, to Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K/A for the year ended December 31, 2012 on July 31, 2013 and incorporated herein by reference.)

10.27		Amendment No. 2 to Collaboration and License Agreement, effective November 14, 2016, between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.)

~~10.28~~10.28*		Letter Agreement, dated June 25, 2019, by and between Amgen Inc. and UCB Celltech (portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed).

10.29		Collaboration Agreement, dated April 22, 1994, by and between Bayer Corporation (formerly Miles, Inc.) and Onyx Pharmaceuticals, Inc.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 by Onyx Pharmaceuticals, Inc. on May 10, 2011 and incorporated herein by reference.)

~~10.29~~10.30		Amendment to Collaboration Agreement, dated April 24, 1996, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)

~~10.30~~10.31		Amendment to Collaboration Agreement, dated February 1, 1999, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc. on May 10, 2006 and incorporated herein by reference.)

~~10.31~~10.32		Settlement Agreement and Release, dated October 11, 2011, by and between Bayer Corporation, Bayer AG, Bayer HealthCare LLC and Bayer Pharma AG and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)

~~10.32~~10.33		Fourth Amendment to Collaboration Agreement, dated October 11, 2011, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc. on February 27, 2012 and incorporated herein by reference.)

~~10.33~~10.34		Side Letter Regarding Collaboration Agreement, dated May 29, 2015, by and between Bayer HealthCare LLC and Onyx Pharmaceuticals, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2015 on August 5, 2015 and incorporated herein by reference.)

~~10.34~~10.35		Sourcing and Supply Agreement, dated January 6, 2017, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)

~~10.35~~10.36		Exclusive License and Collaboration Agreement, dated August 28, 2015, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

~~10.36~~10.37		Amendment No. 1 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG ~~(portions of the exhibit have been omitted pursuant to a request for confidential treatment).~~ ~~(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)~~

~~10.37~~		~~Amendment No. 2 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG~~ (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

10.38		Amendment No. 2 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)



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

10.39		Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc. and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

10.40		Amendment No. 1 to the Collaboration Agreement, dated March 20, 2018, by and between Novartis Pharma AG and Amgen Inc. (portions of the exhibit have been omitted pursuant to a request for confidential ~~treatment.)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2018 on April 25, 2018 and incorporated herein by reference.)



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

32**		Section 1350 Certifications.

101.INS*101.INS		XBRL Instance ~~Document.~~Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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)

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:	~~October~~July 30, ~~2018~~2019	By:	/S/ DAVID W. MELINE
			David W. Meline
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

5055



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
Thousand Oaks
California
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	AMGN	The NASDAQ Global Select Market
1.250% Senior Notes Due 2022	AMGN22	New York Stock Exchange
2.00% Senior Notes Due 2026	AMGN26	New York Stock Exchange



Large accelerated filerþ	☑	Accelerated filer¨	☐	Non-accelerated filer¨	☐
Smaller reporting company¨	☐	Emerging growth company¨	☐


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,						Six months ended June 30,
	2018		2017		2018		2017		2019			2018			2019			2018
Revenues:
Product sales	$	5,510	$	5,453	$	16,532	$	16,226	$	5,574		$	5,679		$	10,860		$	11,022
Other revenues	394		320		985		821		297			380			568			591
Total revenues	5,904		5,773		17,517		17,047		5,871			6,059			11,428			11,613

Operating expenses:
Cost of sales	1,037		990		3,005		3,010		1,012			1,024			2,067			1,968
Research and development	926		877		2,555		2,519		924			869			1,803			1,629
Selling, general and administrative	1,293		1,170		3,773		3,443		1,260			1,353			2,414			2,480
Other	325		297		303		347		(3		)	(19		)	(6		)	(22		)
Total operating expenses	3,581		3,334		9,636		9,319		3,193			3,227			6,278			6,055

Operating income	2,323		2,439		7,881		7,728		2,678			2,832			5,150			5,558

Interest expense, net	355		325		1,040		972		332			347			675			685
Interest and other income, net	126		267		519		627		218			162			403			393

Income before income taxes	2,094		2,381		7,360		7,383		2,564			2,647			4,878			5,266

Provision for income taxes	235		360		894		1,140		385			351			707			659

Net income	$	1,859	$	2,021	$	6,466	$	6,243	$	2,179		$	2,296		$	4,171		$	4,607

Earnings per share:
Basic	$	2.88	$	2.78	$	9.67	$	8.52	$	3.59		$	3.50		$	6.78		$	6.76
Diluted	$	2.86	$	2.76	$	9.61	$	8.46	$	3.57		$	3.48		$	6.75		$	6.73

Shares used in calculation of earnings per share:
Basic	645		728		669		733		607			656			615			682
Diluted	649		733		673		738		610			660			618			685

Dividends paid per share	$	1.32	$	1.15	$	3.96	$	3.45


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Net income	$	1,859		$	2,021		$	6,466		$	6,243		$	2,179		$	2,296		$	4,171		$	4,607
Other comprehensive income (loss), net of reclassification adjustments and taxes:
(Losses) gains on foreign currency translation	(71		)	41			(153		)	100
Gains (losses) on cash flow hedges	41			(50		)	270			(324		)
Losses on foreign currency translation													(4		)	(111		)	(17		)	(82		)
(Losses) gains on cash flow hedges													(104		)	223			(59		)	229
Gains (losses) on available-for-sale securities	97			9			(237		)	247			153			9			374			(334		)
Other	(3		)	6			(1		)	5			6			—			6			2
Other comprehensive income (loss), net of taxes	64			6			(121		)	28			51			121			304			(185		)
Comprehensive income	$	1,923		$	2,027		$	6,345		$	6,271		$	2,230		$	2,417		$	4,475		$	4,422



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~~STOCKHOLDERS’ EQUITY	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	57
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2931
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3942
Item 4.	CONTROLS AND PROCEDURES	3942
PART II - OTHER INFORMATION		4043
Item 1.	LEGAL PROCEEDINGS	4043
Item 1A.	RISK FACTORS	4043
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4449
Item 6.	EXHIBITS	4449
INDEX TO EXHIBITS		45
~~SIGNATURES~~		50
SIGNATURES		55


	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	11,956		$	3,800		$	5,525		$	6,945
Marketable securities	17,965			37,878			16,233			22,359
Trade receivables, net	3,441			3,237			3,801			3,580
Inventories	3,017			2,834			3,176			2,940
Other current assets	1,941			1,727			2,011			1,794
Total current assets	38,320			49,476			30,746			37,618

Property, plant and equipment, net	4,899			4,989			4,882			4,958
Intangible assets, net	7,782			8,609			6,813			7,443
Goodwill	14,684			14,761			14,689			14,699
Other assets	1,648			2,119			2,243			1,698
Total assets	$	67,333		$	79,954		$	59,373		$	66,416

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,042		$	1,352		$	1,001		$	1,207
Accrued liabilities	6,313			6,516			6,805			7,862
Current portion of long-term debt	5,077			1,152			2,816			4,419
Total current liabilities	12,432			9,020			10,622			13,488

Long-term debt	29,350			34,190			27,798			29,510
Long-term deferred tax liabilities	978			1,166			763			864
Long-term tax liabilities	8,832			9,099			7,861			8,770
Other noncurrent liabilities	1,392			1,238			1,535			1,284

Contingencies and commitments

Stockholders’ equity:
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding — 640.5 shares in 2018 and 722.2 shares in 2017	31,145			30,992
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding — 602.1 shares in 2019 and 629.6 shares in 2018							31,313			31,246
Accumulated deficit	(15,987		)	(5,072		)	(20,054		)	(17,977		)
Accumulated other comprehensive loss	(809		)	(679		)	(465		)	(769		)
Total stockholders’ equity	14,349			25,241			10,794			12,500
Total liabilities and stockholders’ equity	$	67,333		$	79,954		$	59,373		$	66,416



	Number of shares of common stock		Common stock and additional paid-in capital			Accumulated deficit			Accumulated other comprehensive loss			Total
Balance as of December 31, 2018	629.6		$	31,246		$	(17,977	)	$	(769	)	$	12,500
Net income	—		—			1,992			—			1,992
Other comprehensive income, net of taxes	—		—			—			253			253
Dividends declared on common stock ($1.45 per share)	—		—			(879		)	—			(879		)
Issuance of common stock in connection with the Company’s equity award programs	0.7		6			—			—			6
Stock-based compensation expense	—		64			—			—			64
Tax impact related to employee stock-based compensation expense	—		(73		)	—			—			(73		)
Repurchases of common stock	(15.9	)	—			(3,031		)	—			(3,031		)
Balance as of March 31, 2019	614.4		31,243			(19,895		)	(516		)	10,832
Net income	—		—			2,179			—			2,179
Other comprehensive income, net of taxes	—		—			—			51			51
Issuance of common stock in connection with the Company’s equity award programs	0.8		23			—			—			23
Stock-based compensation expense	—		97			—			—			97
Tax impact related to employee stock-based compensation expense	—		(50		)	—			—			(50		)
Repurchases of common stock	(13.1	)	—			(2,349		)	—			(2,349		)
Other	—		—			11			—			11
Balance as of June 30, 2019	602.1		$	31,313		$	(20,054	)	$	(465	)	$	10,794



	Amount
Total cash paid to Kirin	$	780
Fair value of contingent consideration obligation	45
Loss on settlement of preexisting relationship	(168		)
Total consideration transferred to acquire K-A	657

Fair value of Amgen’s investment in K-A	825
Total acquisition date fair value	$	1,482



	Three months ended September 30,
	2018						2017
	US		ROW		Total		US		ROW		Total
Enbrel^®	$	1,242	$	50	$	1,292	$	1,309	$	54	$	1,363
Neulasta^®	897		154		1,051		977		146		1,123
Prolia^®	354		178		532		298		166		464
Aranesp^®	248		229		477		285		231		516
XGEVA®	323		110		433		282		105		387
Sensipar^® / Mimpara^®	330		79		409		373		84		457
EPOGEN^®	252		—		252		264		—		264
Other products	614		450		1,064		509		370		879
Total product sales⁽¹⁾	$	4,260	$	1,250	$	5,510	$	4,297	$	1,156	$	5,453
Other revenues					394						320
Total revenues⁽²⁾					$	5,904					$	5,773



	Three months ended June 30,
	2019						2018
	US		ROW		Total		US		ROW		Total
Enbrel^®(etanercept)	$	1,315	$	48	$	1,363	$	1,252	$	50	$	1,302
Neulasta^®(pegfilgrastim)	719		105		824		948		152		1,100
Prolia^®(denosumab)	458		240		698		396		214		610
XGEVA^® (denosumab)	379		120		499		339		113		452
Aranesp^®(darbepoetin alfa)	192		244		436		241		231		472
KYPROLIS^®(carfilzomib)	166		101		267		151		112		263
EPOGEN^®(epoetin alfa)	223		—		223		250		—		250
Sensipar^®/Mimpara^®(cinacalcet)	43		79		122		330		90		420
Other products	647		495		1,142		460		350		810
Total product sales⁽¹⁾	$	4,142	$	1,432	5,574		$	4,367	$	1,312	5,679
Other revenues					297						380
Total revenues					$	5,871					$	6,059


	Nine months ended September 30,												Six months ended June 30,
	2018						2017						2019						2018
	US		ROW		Total		US		ROW		Total		US		ROW		Total		US		ROW		Total
Enbrel^®	$	3,544	$	155	$	3,699	$	3,838	$	172	$	4,010
ENBREL													$	2,421	$	93	$	2,514	$	2,302	$	105	$	2,407
Neulasta^®	2,854		452		3,306		2,962		458		3,420		1,612		233		1,845		1,957		298		2,255
Prolia^®	1,070		566		1,636		903		491		1,394		848		442		1,290		716		388		1,104
XGEVA^®													735		235		970		671		226		897
Aranesp^®	714		689		1,403		851		711		1,562		374		476		850		466		460		926
XGEVA®	994		336		1,330		872		312		1,184
Sensipar^® / Mimpara^®	1,069		257		1,326		1,052		253		1,305
KYPROLIS^®													320		192		512		288		197		485
EPOGEN^®	746		—		746		826		—		826		442		—		442		494		—		494
Sensipar^®/Mimpara^®													178		157		335		739		178		917
Other products	1,783		1,303		3,086		1,474		1,051		2,525		1,203		899		2,102		881		656		1,537
Total product sales⁽¹⁾	$	12,774	$	3,758	$	16,532	$	12,778	$	3,448	$	16,226	$	8,133	$	2,727	10,860		$	8,514	$	2,508	11,022
Other revenues					985						821						568						591
Total revenues⁽²⁾					$	17,517					$	17,047
Total revenues																	$	11,428					$	11,613


⁽¹⁾	Hedging gains and losses, which are included in product sales, were not material for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~2018.


	Nine months ended September 30,						Six months ended June 30,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	6,466		$	6,243		$	4,171		$	4,607
Depreciation and amortization	1,456			1,506
Share-based compensation expense	224			244
Depreciation, amortization and other							996			955
Deferred income taxes	(294		)	(379		)	(70		)	(114		)
Other items, net	412			381			32			181
Changes in operating assets and liabilities, net of acquisition:
Trade receivables, net	(234		)	(229		)	(228		)	(348		)
Inventories	(93		)	(54		)	(118		)	(135		)
Other assets	(110		)	(110		)	(158		)	(232		)
Accounts payable	(311		)	(50		)	(205		)	(329		)
Accrued income taxes, net	(384		)	48			(257		)	(314		)
Long-term tax liabilities	204			314			(322		)	134
Other liabilities	766			251			(582		)	424
Net cash provided by operating activities	8,102			8,165			3,259			4,829
Cash flows from investing activities:
Purchases of marketable securities	(12,617		)	(26,661		)	(7,250		)	(6,733		)
Proceeds from sales of marketable securities	28,059			18,580			217			23,723
Proceeds from maturities of marketable securities	3,881			4,765			13,617			993
Cash acquired in acquisition, net of cash paid	197			—			—			197
Purchases of property, plant and equipment	(513		)	(511		)	(260		)	(342		)
Other	(31		)	(119		)	(24		)	6
Net cash provided by (used in) investing activities	18,976			(3,946		)
Net cash provided by investing activities							6,300			17,844
Cash flows from financing activities:
Net proceeds from issuance of debt	—			3,485
Repayment of debt	(500		)	(4,405		)	(3,650		)	(500		)
Net change in commercial paper	—			1,499
Repurchases of common stock	(15,670		)	(2,371		)	(5,447		)	(13,941		)
Dividends paid	(2,667		)	(2,531		)	(1,781		)	(1,816		)
Other	(85		)	(137		)	(101		)	(85		)
Net cash used in financing activities	(18,922		)	(4,460		)	(10,979		)	(16,342		)
Increase (decrease) in cash and cash equivalents	8,156			(241		)
(Decrease) increase in cash and cash equivalents							(1,420		)	6,331
Cash and cash equivalents at beginning of period	3,800			3,241			6,945			3,800
Cash and cash equivalents at end of period	$	11,956		$	3,000		$	5,525		$	10,131


⁽²⁾	~~Prior-period amounts are not adjusted under the modified-retrospective method of adoption.~~


Types of securities as of September 30, 2018	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair values
Types of securities as of June 30, 2019										Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair values
U.S. Treasury notes	$	2,710	$	—	$	(84	)	$	2,626	$	2,709	$	10	$	(2	)	$	2,717
U.S. Treasury bills	5,376		—		—			5,376		3,497		—		—			3,497
Other government-related debt securities:
U.S.	112		—		(3		)	109		112		—		—			112
Foreign and other	1,048		1		(41		)	1,008		962		18		(3		)	977
Corporate debt securities:
Financial	2,786		—		(89		)	2,697		2,755		19		(1		)	2,773
Industrial	2,654		4		(80		)	2,578		2,400		14		(6		)	2,408
Other	594		—		(21		)	573		558		4		—			562
Residential-mortgage-backed securities	1,524		—		(62		)	1,462		1,335		2		(4		)	1,333
Other mortgage- and asset-backed securities	490		—		(17		)	473		469		—		(6		)	463
Money market mutual funds	8,955		—		—			8,955		3,886		—		—			3,886
Other short-term interest-bearing securities	3,561		—		—			3,561		2,389		—		—			2,389
Total available-for-sale investments	$	29,810	$	5	$	(397	)	$	29,418
Total interest-bearing securities										$	21,072	$	67	$	(22	)	$	21,117



Types of securities as of December 31, 2018	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair values
U.S. Treasury notes	$	2,710	$	—	$	(47	)	$	2,663
U.S. Treasury bills	8,191		—		—			8,191
Other government-related debt securities:
U.S.	112		—		(2		)	110
Foreign and other	972		1		(41		)	932
Corporate debt securities:
Financial	2,778		—		(81		)	2,697
Industrial	2,603		—		(99		)	2,504
Other	583		—		(21		)	562
Residential-mortgage-backed securities	1,458		—		(36		)	1,422
Other mortgage- and asset-backed securities	483		—		(14		)	469
Money market mutual funds	5,659		—		—			5,659
Other short-term interest-bearing securities	3,515		—		—			3,515
Total interest-bearing securities	$	29,064	$	1	$	(341	)	$	28,724



Condensed Consolidated Balance Sheets locations	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	4,884	$	6,365
Marketable securities	16,233		22,359
Total interest-bearing securities	$	21,117	$	28,724



Contractual maturities	June 30, 2019		December 31, 2018
Maturing in one year or less	$	9,872	$	17,424
Maturing after one year through three years	5,730		3,356
Maturing after three years through five years	2,961		5,168
Maturing after five years through ten years	758		885
Mortgage- and asset-backed securities	1,796		1,891
Total interest-bearing securities	$	21,117	$	28,724


	Less than 12 months					12 months or more					Less than 12 months					12 months or more
Types of securities as of September 30, 2018	Fair values		Unrealized losses			Fair values		Unrealized losses
Types of securities as of June 30, 2019											Fair values		Unrealized losses			Fair values		Unrealized losses
U.S. Treasury notes	$	1,795	$	(58	)	$	831	$	(26	)	$	105	$	—		$	724	$	(2	)
Other government-related debt securities:
U.S.	43		(1		)	66		(2		)	—		—			48		—
Foreign and other	855		(38		)	74		(3		)	6		—			115		(3		)
Corporate debt securities:
Financial	2,262		(74		)	397		(15		)	121		—			320		(1		)
Industrial	1,970		(68		)	318		(12		)	191		(3		)	500		(3		)
Other	533		(21		)	13		—			30		—			40		—
Residential-mortgage-backed securities	673		(27		)	782		(35		)	93		—			685		(4		)
Other mortgage- and asset-backed securities	135		(4		)	337		(13		)	—		—			401		(6		)
Total	$	8,266	$	(291	)	$	2,818	$	(106	)	$	546	$	(3	)	$	2,833	$	(19	)



	June 30, 2019		December 31, 2018
Raw materials	$	294	$	257
Work in process	1,788		1,660
Finished goods	1,094		1,023
Total inventories	$	3,176	$	2,940



	Six months ended June 30, 2019
Beginning balance	$	14,699
Currency translation adjustment	(10		)
Ending balance	$	14,689



	Nine months ended September 30, 2018
Beginning balance	$	14,761
Addition from K-A acquisition	6
Currency translation adjustment	(83		)
Ending balance	$	14,684



	June 30, 2019							December 31, 2018
	Gross carrying amounts		Accumulated amortization			Other intangible assets, net		Gross carrying amounts		Accumulated amortization			Other intangible assets, net
Finite-lived intangible assets:
Developed-product-technology rights	$	12,563	$	(7,812	)	$	4,751	$	12,573	$	(7,479	)	$	5,094
Licensing rights	3,693		(2,174		)	1,519		3,772		(2,032		)	1,740
Marketing-related rights	1,209		(959		)	250		1,297		(1,019		)	278
Research and development technology rights	1,148		(910		)	238		1,148		(872		)	276
Total finite-lived intangible assets	18,613		(11,855		)	6,758		18,790		(11,402		)	7,388
Indefinite-lived intangible assets:
In-process research and development	55		—			55		55		—			55
Total other intangible assets	$	18,668	$	(11,855	)	$	6,813	$	18,845	$	(11,402	)	$	7,443



	September 30, 2018							December 31, 2017
	Gross carrying amounts		Accumulated amortization			Intangible assets, net		Gross carrying amounts		Accumulated amortization			Intangible assets, net
Finite-lived intangible assets:
Developed-product-technology rights	$	12,586	$	(7,312	)	$	5,274	$	12,589	$	(6,796	)	$	5,793
Licensing rights	3,771		(1,921		)	1,850		3,275		(1,601		)	1,674
Marketing-related rights	1,285		(982		)	303		1,319		(920		)	399
R&D technology rights	1,159		(860		)	299		1,161		(804		)	357
Total finite-lived intangible assets	18,801		(11,075		)	7,726		18,344		(10,121		)	8,223
Indefinite-lived intangible assets:
In-process research and development	56		—			56		386		—			386
Total other intangible assets	$	18,857	$	(11,075	)	$	7,782	$	18,730	$	(10,121	)	$	8,609



Condensed Consolidated Balance Sheets locations	June 30, 2019
Assets:
Other assets	$	430
Liabilities:
Accrued liabilities	$	134
Other noncurrent liabilities	363
Total lease liabilities	$	497



Lease costs	Three months ended June 30, 2019			Six months ended June 30, 2019
Operating⁽¹⁾	$	51		$	99
Sublease income	(9		)	(17		)
Total net lease costs	$	42		$	82


⁽¹⁾	Includes short-term leases and variable lease costs, which were not material for the three and six months ended June 30, 2019.



Maturity dates	Operating leases
Remaining six months ending December 31, 2019	$	69
2020	152
2021	132
2022	73
2023	62
Thereafter	48
Total lease payments⁽¹⁾	536
Less imputed interest	(39		)
Present value of lease liabilities	$	497


⁽¹⁾	Includes future rental commitments for abandoned leases of $200 million. We expect to receive total future rental income of $158 million related to noncancelable subleases for abandoned facilities.



	Three months ended June 30, 2019		Six months ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	39	$	73
ROU assets obtained in exchange for lease obligations:
Operating leases	$	46	$	54



	June 30, 2019			December 31, 2018
5.70% notes due 2019 (5.70% 2019 Notes)	$	—		$	1,000
1.90% notes due 2019 (1.90% 2019 Notes)	—			700
Floating Rate Notes due 2019	—			550
2.20% notes due 2019 (2.20% 2019 Notes)	—			1,400
2.125% €675 million notes due 2019 (2.125% 2019 euro Notes)	768			774
4.50% notes due 2020 (4.50% 2020 Notes)	300			300
2.125% notes due 2020 (2.125% 2020 Notes)	750			750
Floating Rate Notes due 2020	300			300
2.20% notes due 2020 (2.20% 2020 Notes)	700			700
3.45% notes due 2020 (3.45% 2020 Notes)	900			900
4.10% notes due 2021 (4.10% 2021 Notes)	1,000			1,000
1.85% notes due 2021 (1.85% 2021 Notes)	750			750
3.875% notes due 2021 (3.875% 2021 Notes)	1,750			1,750
1.25% €1,250 million notes due 2022 (1.25% 2022 euro Notes)	1,422			1,433
2.70% notes due 2022 (2.70% 2022 Notes)	500			500
2.65% notes due 2022 (2.65% 2022 Notes)	1,500			1,500
3.625% notes due 2022 (3.625% 2022 Notes)	750			750
0.41% CHF700 million bonds due 2023 (0.41% 2023 Swiss franc Bonds)	717			713
2.25% notes due 2023 (2.25% 2023 Notes)	750			750
3.625% notes due 2024 (3.625% 2024 Notes)	1,400			1,400
3.125% notes due 2025 (3.125% 2025 Notes)	1,000			1,000
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)	853			860
2.60% notes due 2026 (2.60% 2026 Notes)	1,250			1,250
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)	603			606
3.20% notes due 2027 (3.20% 2027 Notes)	1,000			1,000
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)	889			893
6.375% notes due 2037 (6.375% 2037 Notes)	552			552
6.90% notes due 2038 (6.90% 2038 Notes)	291			291
6.40% notes due 2039 (6.40% 2039 Notes)	466			466
5.75% notes due 2040 (5.75% 2040 Notes)	412			412
4.95% notes due 2041 (4.95% 2041 Notes)	600			600
5.15% notes due 2041 (5.15% 2041 Notes)	974			974
5.65% notes due 2042 (5.65% 2042 Notes)	487			487
5.375% notes due 2043 (5.375% 2043 Notes)	261			261
4.40% notes due 2045 (4.40% 2045 Notes)	2,250			2,250
4.563% notes due 2048 (4.563% 2048 Notes)	1,415			1,415
4.663% notes due 2051 (4.663% 2051 Notes)	3,541			3,541
Other notes due 2097	100			100
Unamortized bond discounts, premiums and issuance costs, net	(882		)	(896		)
Fair value adjustments	295			(53		)
Total carrying value of debt	30,614			33,929
Less current portion	(2,816		)	(4,419		)
Total long-term debt	$	27,798		$	29,510



	September 30, 2018			December 31, 2017
6.15% notes due 2018 (6.15% 2018 Notes)	$	—		$	500
4.375% €550 million notes due 2018 (4.375% 2018 euro Notes)	648			653
5.70% notes due 2019 (5.70% 2019 Notes)	1,000			1,000
1.90% notes due 2019 (1.90% 2019 Notes)	700			700
Floating Rate Notes due 2019	550			550
2.20% notes due 2019 (2.20% 2019 Notes)	1,400			1,400
2.125% €675 million notes due 2019 (2.125% 2019 euro Notes)	783			810
4.50% notes due 2020 (4.50% 2020 Notes)	300			300
2.125% notes due 2020 (2.125% 2020 Notes)	750			750
Floating Rate Notes due 2020	300			300
2.20% notes due 2020 (2.20% 2020 Notes)	700			700
3.45% notes due 2020 (3.45% 2020 Notes)	900			900
4.10% notes due 2021 (4.10% 2021 Notes)	1,000			1,000
1.85% notes due 2021 (1.85% 2021 Notes)	750			750
3.875% notes due 2021 (3.875% 2021 Notes)	1,750			1,750
1.25% €1,250 million notes due 2022 (1.25% 2022 euro Notes)	1,451			1,501
2.70% notes due 2022 (2.70% 2022 Notes)	500			500
2.65% notes due 2022 (2.65% 2022 Notes)	1,500			1,500
3.625% notes due 2022 (3.625% 2022 Notes)	750			750
0.41% CHF700 million bonds due 2023 (0.41% 2023 Swiss franc Bonds)	713			719
2.25% notes due 2023 (2.25% 2023 Notes)	750			750
3.625% notes due 2024 (3.625% 2024 Notes)	1,400			1,400
3.125% notes due 2025 (3.125% 2025 Notes)	1,000			1,000
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)	870			901
2.60% notes due 2026 (2.60% 2026 Notes)	1,250			1,250
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)	619			642
3.20% notes due 2027 (3.20% 2027 Notes)	1,000			1,000
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)	912			946
6.375% notes due 2037 (6.375% 2037 Notes)	552			552
6.90% notes due 2038 (6.90% 2038 Notes)	291			291
6.40% notes due 2039 (6.40% 2039 Notes)	466			466
5.75% notes due 2040 (5.75% 2040 Notes)	412			412
4.95% notes due 2041 (4.95% 2041 Notes)	600			600
5.15% notes due 2041 (5.15% 2041 Notes)	974			974
5.65% notes due 2042 (5.65% 2042 Notes)	487			487
5.375% notes due 2043 (5.375% 2043 Notes)	261			261
4.40% notes due 2045 (4.40% 2045 Notes)	2,250			2,250
4.563% notes due 2048 (4.563% 2048 Notes)	1,415			1,415
4.663% notes due 2051 (4.663% 2051 Notes)	3,541			3,541
Other notes due 2097	100			100
Unamortized discounts, premiums, issuance costs and fair value adjustments, net	(1,168		)	(929		)
Total carrying value of debt	34,427			35,342
Less current portion	(5,077		)	(1,152		)
Total long-term debt	$	29,350		$	34,190



	2019			2018
	Shares *	Dollars		Shares	Dollars
First quarter	15.9	$	3,031	56.4	$	10,787
Second quarter	13.1	2,349		18.2	3,190
Total stock repurchases	28.9	$	5,380	74.6	$	13,977



	Foreign currency translation			Cash flow hedges			Available-for-sale securities			Other			AOCI
Balance as of December 31, 2018	$	(670	)	$	241		$	(338	)	$	(2	)	$	(769	)
Foreign currency translation adjustments	(13		)	—			—			—			(13		)
Unrealized gains	—			30			218			—			248
Reclassification adjustments to income	—			28			4			—			32
Income taxes	—			(13		)	(1		)	—			(14		)
Balance as of March 31, 2019	(683		)	286			(117		)	(2		)	(516		)
Foreign currency translation adjustments	(4		)	—			—			—			(4		)
Unrealized (losses) gains	—			(96		)	161			—			65
Reclassification adjustments to income	—			(36		)	2			—			(34		)
Other	—			—			—			6			6
Income taxes	—			28			(10		)	—			18
Balance as of June 30, 2019	$	(687	)	$	182		$	36		$	4		$	(465	)


⁽¹⁾	See Note 1, Summary of significant accounting policies, for additional information regarding the adoption on January 1, 2018, of the new accounting standard related to the classification and measurement of financial instruments and the related cumulative effect from the change in accounting principle.


	Three months ended September 30,							Three months ended June 30,
Components of AOCI	2018			2017			Condensed Consolidated Statements of Income locations	2019			2018			Condensed Consolidated Statements of Income locations
Cash flow hedges:
Foreign currency contract gains (losses)	$	3		$	(2	)	Product sales	$	22		$	(20	)	Product sales
Cross-currency swap contract (losses) gains	(36		)	143			Interest and other income, net
Forward interest rate contract losses	—			(1		)	Interest expense, net
Cross-currency swap contract gains (losses)								14			(298		)	Interest and other income, net
	(33		)	140			Income before income taxes	36			(318		)	Income before income taxes
	7			(49		)	Provision for income taxes	(8		)	68			Provision for income taxes
	$	(26	)	$	91		Net income	$	28		$	(250	)	Net income
Available-for-sale securities:
Net realized (losses) gains	$	(103	)	$	26		Interest and other income, net
Net realized losses								$	(2	)	$	(115	)	Interest and other income, net
	1			(5		)	Provision for income taxes	—			1			Provision for income taxes
	$	(102	)	$	21		Net income	$	(2	)	$	(114	)	Net income