
								PROXY STATEMENT SUMMARY

Our stock price increased from $114.08 to $159.29 per share during 2014, reflecting appreciation of 40% with a one-year total shareholder return, or TSR, of 42%, including our dividends, and a three-year TSR of 157%.

We returned $1.9 billion of cash to our stockholders through dividends in 2014, with an increase in quarterly dividend to $0.61 per share in 2014 from $0.47 per share in 2013. Since the initiation of our first dividend in July 2011 through 2014, we have raised the dividend three times over the previous quarterly amount by an average of 30% and returned a total of $4.9 billion of cash to our stockholders through dividends.

We repurchased 0.9 million shares of our Common Stock in 2014.

We grew revenues by 7% over 2013 to $20.1 billion in 2014.

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We grew adjusted operating income 22% to $8.5 billion⁽¹⁾in 2014.

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We grew adjusted net income by 15% to $6.7 billion⁽¹⁾ in 2014.

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Our year-over-year adjusted earnings per share grew 14% to $8.70.⁽¹⁾

We effectively advanced our pipeline, the highlights of which include that six of our medicines generated positive registration-enabling data and four were submitted for regulatory approval. In December 2014, the Food and Drug Administration approved BLINCYTO™ (blinatumomab) less than three months after submission.


								PROXY STATEMENT SUMMARY

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We target compensation at the 50^th percentile, or median of our peer group.

Our long-term incentive, or LTI, equity award pay mix is primarily performance-based with 80% performance units and 20% time-vested restricted stock units.

Performance units under our LTI performance award program are earned and paid in shares based strictly on our TSR performance as compared to our comparator group (beginning with the 2013-2015 performance

~~B-1~~

period, the Standard & Poor’s 500) over a three-year performance period.

Annual cash incentive award payments for 2014 were earned based on our financial and operational performance against targets. Financial goals of revenues and adjusted net income were each weighted 30%, and various operational goals relating to “Deliver the Best Pipeline” and “Deliver Annual Priorities” were each weighted 25% and 15%, respectively.

~~PROXY STATEMENT~~The independent members of our Board of Directors, or Board, re-elected Vance D. Coffman as our lead independent director with specific and significant duties. We have active participation by all directors, including the 12 independent director nominees. We believe that the current structure of our Board best positions us to benefit from the respective strengths of our Chief Executive Officer, or CEO, and lead independent director. (page 30)

12 of our 13 director nominees (all directors except our CEO), and all members of the Audit, Compensation and Management Development, Corporate Responsibility and Compliance and Governance and Nominating Committees meet the criteria for independence under The NASDAQ Stock Market listing standards and the requirements of the Securities and Exchange Commission. (pages 30 and 33)

All directors meet our Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement asAppendix A.

Our independent directors meet privately on a regular basis. (page 30)

Our Amended and Restated Bylaws provide for a majority voting standard for uncontested director elections. (page 28)

We hold an annual advisory vote to approve our executive compensation. (page 18)

We have significant stock ownership requirements for our directors and for vice presidents and above. (pages 61 and 86)

We have a Company-wide Enterprise Risk Management Program to identify, assess, manage, report and monitor enterprise risk and areas that may affect our ability to achieve our objectives. This includes an annual detailed compensation risk analysis performed with the assistance of the Compensation and Management Development Committee’s independent consultant. (page 31)

Our staff members and the Board are prohibited from engaging in short sales, purchasing Common Stock on margin, pledging Common Stock, or entering into any hedging, derivative or similar transactions. (page 62)

Our Board maintains a Corporate Responsibility and Compliance Committee that is responsible for overseeing our compliance program and reviewing our programs in a number of areas governing ethical conduct. (page 37)


								INFORMATION CONCERNING VOTING AND SOLICITATION

The enclosed proxy is solicited on behalf of the Board of Directors, or Board, of Amgen Inc., a Delaware corporation, for use at our ~~2012~~2015 Annual Meeting of Stockholders, or Annual Meeting, to be held on ~~Wednesday,~~Thursday, May ~~23, 2012,~~14, 2015, at 11:00 A.M., local time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting of Stockholders and any business properly brought before the Annual Meeting. Amgen Inc. may also be referred to as Amgen, the Company, we, us or our in this proxy statement. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held at the Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, California 91362.

Pursuant to the rules adopted by the Securities and Exchange Commission, ~~or SEC,~~ we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials, or Notice, to certain of our stockholders of record, and we are sending a paper copy of the proxy materials and proxy card to other stockholders of record who we believe would prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. We intend to make this proxy statement available on the Internet and to mail the Notice, or to mail the proxy statement and proxy card, as applicable, on or about April ~~12, 2012~~2, 2015 to all stockholders entitled to notice of and to vote at the Annual Meeting.

In this proxy statement when we refer to our fiscal year, we mean the twelve-month period ending December 31 of the stated year (for example, fiscal 2011 is January 1, 2011 through December 31, 2011), unless specifically stated otherwise.

Important Notice Regarding the Availability of Proxy Materials for the ~~2012~~2015 Stockholder Meeting to Be Held on May ~~23, 2012.~~14, 2015.

This proxy statement, our ~~2011~~2014 annual report and our other proxy materials are available at:~~www.amstock.com/ProxyServices/~~www.astproxyportal.com/ast/Amgen. At this website, you will find a complete set of the following proxy materials: notice of ~~2012~~2015 annual meeting of stockholders; proxy statement; ~~2011~~2014 annual report ~~to stockholders~~ and form proxy card. You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting at the meeting.

What Are You Voting On?

You will be entitled to vote on the following proposals at the Annual Meeting:

The election of ~~fourteen~~13 directors to serve on our Board for a term of office expiring at the ~~2013~~2016 annual meeting of stockholders;

The ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, ~~2012;~~2015;

The advisory vote to approve our executive compensation;

~~The proposed amendment to our Restated Certificate of Incorporation, as amended, to authorize~~One stockholder ~~action by written consent;~~proposal, if properly presented; and

~~Four stockholder proposals, if~~Any other business as may properly ~~presented.~~come before the Annual Meeting.

Who Can Vote

The Board has set March ~~26, 2012~~16, 2015 as the record date for the Annual Meeting. You are entitled to notice and to vote if you were a stockholder of record of our ~~common stock,~~Common Stock, $.0001


								INFORMATION CONCERNING VOTING AND SOLICITATION

par value per share, or Common Stock, as of the close of business on March ~~26, 2012.~~16, 2015. You are entitled to one vote on each proposal for each share of Common Stock you held on the record date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy.

Difference Between a Stockholder of Record and a “Street Name” Holder

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described below.

Shares Outstanding and Quorum

At the close of business on March ~~26, 2012,~~16, 2015, there were ~~782,409,949~~757,913,499 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. The presence of the holders of a majority of the outstanding shares of our Common Stock entitled to vote constitutes a quorum, which is required to hold and conduct business at the Annual Meeting. Shares are counted as present at the Annual Meeting if:

you are present in person at the Annual Meeting; or

your shares are represented by a properly authorized and submitted proxy (submitted by mail, by telephone or over the Internet).

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as

to certain “routine” matters, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see the subsection “If You Do Not Specify How You Want Your Shares Voted” below. In the absence of a quorum, the Annual Meeting may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.

Voting Your Shares

You may vote by attending the Annual Meeting and voting in person or ~~you may vote~~ by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.”

Shares Held as a Record Holder.If you hold your shares of Common Stock as a record holder and you are viewing this proxy statement on the Internet, you may ~~vote by submitting~~submit a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. You may request paper copies of the proxy statement and proxy card by following the instructions on the Notice. If you hold your shares of

Common Stock as a record holder and you are reviewing a paper copy of this proxy statement, you may ~~vote your shares by submitting~~submit a proxy over the Internet or by telephone by following the instructions on the proxy card, or by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you.

Shares Held in Street Name.If you hold your shares of Common Stock in street name, you will receive a Notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares. Your broker, bank, trust or other nominee may allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker, bank, trust or other nominee.

The Internet and telephone voting facilities will close at 11:59 P.M., Eastern Time, on May ~~22, 2012.~~13, 2015. Stockholders who submit a proxy through the Internet or telephone should be aware that they may incur costs to access the Internet or telephone, such as usage charges from telephone companies or Internet service providers and that these costs must be


								INFORMATION CONCERNING VOTING AND SOLICITATION

borne by the stockholder. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting.

Voting in Person

If you plan to attend the Annual Meeting and wish to vote in person, you may request a ballot at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your broker, bank, trust or other nominee). Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy ~~to vote your shares~~ in advance of the Annual Meeting. Please see the important instructions and requirements below regarding “Attendance at the Annual Meeting.”

Changing Your Vote

As a stockholder of record, if you ~~vote by~~submit a proxy, you may revoke that proxy ~~or change your vote~~ at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy ~~or change his or her vote~~ prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Secretary ~~of the Company~~ at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A, (ii) duly submitting a later-dated proxy over the Internet, by mail or by telephone or (iii) attending the Annual Meeting in person and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

If You Receive More Than One Proxy Card or Notice

If you receive more than one proxy card or Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice you receive.

How Will Your Shares Be Voted

Stockholders of record as of the close of business on March ~~26, 2012~~16, 2015 are entitled to one vote for each share of our Common Stock held on all matters to be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.YOUR VOTE IS VERY IMPORTANT.

If You Do Not Specify How You Want Your Shares Voted

As a stockholder of record, if you submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the proxy holder will vote your shares:

FOR the election of the ~~fourteen~~13 nominees listed in this proxy statement to serve on our Board for a term of office expiring at the ~~2013~~2016 annual meeting of stockholders;

FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, ~~2012;~~2015;

FOR the advisory vote to approve our executive compensation;

~~FOR the amendment to our Restated Certificate of Incorporation, as amended, to authorize stockholder action by written consent;~~ and

AGAINST the ~~four~~one stockholder ~~proposals,~~proposal, if properly presented.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the nominee does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of Ernst & Young LLP as our independent registered public accountants. Brokers, however, do not have discretionary authority to vote on the election of directors to serve on our Board, the advisory vote to approve our executive compensation ~~the amendment to our Restated Certificate of Incorporation~~ or on any stockholder ~~proposal.~~proposals.


								INFORMATION CONCERNING VOTING AND SOLICITATION

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. In addition, other than the stockholder ~~proposals~~proposal described in this proxy statement, no other stockholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Inspector of Election and Counting of Votes

All votes will be tabulated as required by Delaware law, the state of our incorporation, by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

Election of Directors.We have a majority voting standard for the election of directors in an uncontested ~~elections,~~election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In the election of directors, you may either vote “for,” “against” or ~~“abstain.”~~“abstain” for each nominee. Cumulative voting is not permitted. Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present in person or represented by ~~proxy and entitled to vote.~~proxy. A “majority of the votes cast” means that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” the nominee. For these purposes, abstentions will not count as a vote “for” or “against” a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes will have no effect on the election of directors as brokers are not entitled to vote ~~on this proposal.~~for or against a nominee without instruction from the beneficial owner. If a director nominee is an incumbent director and does not receive a majority of the votes cast in an uncontested election, that director will

continue to serve on the Board as a “holdover” director, but must tender his or her resignation to the Board promptly after certification of the election results of the stockholder vote. The Governance and Nominating Committee of the Board will then

recommend to the Board whether to accept the resignation or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of the Governance and Nominating Committee, and the Board’s decision will be publicly disclosed within 90 days after certification of the election results of the stockholder vote. A director who tenders his or her resignation after failing to receive a majority of the votes cast will not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board with respect to his or her resignation.

Ratification of Auditors.The ratification of the selection of Ernst & Young LLP requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the ratification. Because brokers have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with the ratification.

Advisory Vote on Executive Compensation.The approval of the advisory vote on our executive compensation requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the proposal. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, however, will have no effect on the proposal as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

~~Amendment to Our Restated Certificate of Incorporation.~~Stockholder Proposal. The approval of the ~~proposed amendment to our Restated Certificate of Incorporation, as amended, to authorize~~ stockholder action by written consent requires the affirmative vote of the holders of not less than a majority of the outstanding shares of our Common Stock entitled to vote on the matter. In addition, the proposed amendment will be effective only if a Certificate of Amendment to the Restated Certificate of Incorporation, which includes the amendment to the Restated Certificate of Incorporation, as amended, approved by stockholders, is filed with the Secretary of State of the State of Delaware. Abstentions will have the same effect as votes against the proposed amendment to the Restated Certificate of Incorporation. Brokers do not have discretionary authority to vote on this proposal, ~~and broker non-votes will have the same effect as votes against the proposal.~~

~~Stockholder Proposals.~~~~The approval of each of the stockholder proposals,~~ if properly presented at the Annual Meeting, requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes “against” such proposal. Brokers do not have discretionary authority to vote on ~~these proposals.~~the proposal. Broker non-votes, therefore, will have no effect on the ~~four~~ stockholder ~~proposals~~proposal as brokers are not entitled to vote on such ~~proposals~~proposal in the absence of voting instructions from the beneficial owner.


								INFORMATION CONCERNING VOTING AND SOLICITATION

Solicitation of Proxies

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy, the Notice and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. No additional compensation will be paid to our directors, officers or staff members for such services. In addition, we have retained ~~Georgeson Inc.~~D.F. King & Co. to assist in the solicitation of proxies for a fee of approximately ~~$200,000~~$150,000 plus distribution costs and other costs and expenses. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our principal

executive offices at One Amgen Center Drive, Thousand Oaks, California, 91320-1799 for the ten days prior to the Annual Meeting and also at the Annual Meeting.

Attendance at the Annual Meeting

To attend the Annual Meeting, you will need an admittance ticket and proof of ownership of our Common Stock as of the close of business on March ~~26, 2012.~~16, 2015. If you have received a paper copy of the proxy statement, to receive an admittance ticket you will need to complete and return the postage-paid reply card attached to this proxy statement. If you received electronic delivery of this proxy statement, you will receive an e-mail with instructions for obtaining an admittance ticket. If you are viewing the proxy statement over the Internet, please follow the instructions indicated on the website referred to in the Notice. Each stockholder is entitled to one admittance ticket. Directions to attend the Annual Meeting will be sent with your admittance ticket and are available at the website referred to in the Notice and~~www.amstock.com/ProxyServices/Amgen.~~www.astproxyportal.com/ast/Amgen.

You must bring certain documents with you to be admitted to the Annual Meeting. The purpose of this requirement is to help us verify that you are actually a stockholder of the Company. Please read the following rules carefully, because

they specify the documents that you must bring with you to the Annual Meeting to be admitted. The items that you must bring with you differ depending upon whether or not you were a record holder of ~~the Company’s~~our Common Stock as of the close of business on March ~~26, 2012.~~16, 2015. A “record holder” of stock is someone whose shares of stock are registered in his or her name in the records of the Company’s transfer agent. Many stockholders are not record holders because their shares of stock are registered in the name of their broker, bank, trust or other nominee, and the broker, bank, trust or other nominee is the record holder instead.All persons must bring a valid personal photo identification (such as a driver’s license or passport). If you are a record holder, at the Annual Meeting, we will check your name for verification purposes against our list of record holders as of the close of business on March ~~26, 2012.~~16, 2015.

If a broker, bank, trust or other nominee was the record holder of your shares of Common Stock as of the close of business on March ~~26, 2012,~~16, 2015, then you must also bring to the Annual Meeting:

Proof that you owned shares of our Common Stock as of the close of business on March ~~26, 2012.~~16, 2015.

If you intend to vote at the Annual Meeting, the executed proxy naming you as the proxy holder, signed by the broker, bank, trust or other nominee who was the record holder of your shares of Common Stock as of the close of business on March 16, 2015.

Examples of proof of ownership include the following: (1) an original or a copy of the voting information form from your bank or broker with your name on it; (2) a letter from your bank or broker stating that you owned shares of our Common Stock as of the close of business on March ~~26, 2012~~16, 2015 or (3) a brokerage account statement indicating that you owned shares of our Common Stock as of the close of business on March ~~26, 2012.~~16, 2015.

If you are a proxy holder for a stockholder of the Company who owned shares of our Common Stock as of the close of business on March ~~26, 2012,~~16, 2015, then you must also bring to the Annual Meeting:

The executed proxy naming you as the proxy holder, signed by a stockholder of the Company who owned shares of our Common Stock as of the close of business on March ~~26, 2012.~~16, 2015.


								ITEM 1 — ELECTION OF DIRECTORS

Under our ~~Restated Certificate of Incorporation, as amended, or Certificate of Incorporation, and our Amended and Restated Bylaws,~~governing documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. We currently have 13 authorized directors and 13 directors serving on our Board. On October 17, 2014, R. Sanders Williams was appointed to serve on our Board. The Board has ~~currently~~ fixed the authorized number of directors at ~~thirteen and increased it~~13 to ~~fourteen contingent upon all~~continue to be effective as of the ~~nominees for director set forth below being elected, including Dr. Tyler Jacks, a new nominee for director. In October 2011, Robert A. Bradway was appointed~~2015 Annual Meeting of Stockholders, or Annual Meeting. The independent members of our Board re-elected Vance D. Coffman to serve for another term as a our lead independent

director with specific and significant duties as ~~a result, we currently have thirteen directors in office.~~discussed under “Corporate Governance.” Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated each of the current directors set forth below to stand for re-election, ~~each~~or in the case of ~~whom is currently a director, and~~ Dr. ~~Jacks~~Williams to stand for initial election by our stockholders, in each case for a one-year term expiring at our ~~2013~~2016 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.

Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even though less than a ~~quorum.~~quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

If any nominee should become unavailable for election prior to the ~~2012 Annual Meeting of Stockholders, or~~ Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.


								ITEM 1 — ELECTION OF DIRECTORS

David Baltimore is President Emeritus and Robert Andrews Millikan Professor of Biology at the California Institute of Technology, or Caltech. He received the Nobel Prize in Medicine as a co-recipient in 1975. Dr. Baltimore has been a director of Regulus Therapeutics Inc., a biopharmaceutical company, since 2007, serving on its Compensation Committee and chairing its Nominating and Governance Committee. Dr. Baltimore has also been a member of the board of directors of Immune Design Corp. (formerly Vaccsys), a vaccine company, since 2008, chairing its Nominating and Governance Committee. He was a director of BB Biotech, AG, a Swiss investment company, from ~~2004~~1994 to March 2011 and served as a director of MedImmune, Inc., a privately-held antibody formulation company, from 2003 to 2007. ~~He has also been a director of Regulus Therapeutics Inc., a privately-held biopharmaceutical company, since~~In 2008, ~~and Immune Design Corp. (formerly Vaccsys), a privately-held vaccine company of which he is a founder, since 2008. Also in 2008, he~~Dr. Baltimore became a founder of Calimmune, Inc., a privately-held company developing a stem-cell HIV/AIDS therapy, and serves as Chairman of the board of directors.

Dr. Baltimore was President of Caltech from 1997 to 2006. Prior to this, he was a professor at the Massachusetts Institute of Technology, or MIT, and at The Rockefeller University where he also served as the President. During this time he was also the Chairman of the National Institutes of

Health AIDS Vaccine Research Committee, a director and member of the Whitehead Institute for Biomedical Research, and a professor of microbiology and research professor of the American Cancer Society. He was a postdoctoral fellow at MIT and Albert Einstein College of Medicine and on the staff of The Salk Institute for Biological Studies. Dr. Baltimore has been awarded honorary degrees from numerous institutions, including Harvard, Yale and Columbia.

Dr. Baltimore holds leadership roles in a number of scientific and philanthropic non-profit organizations, currently serving as a director and member of the Board of Scientific Counselors of the Broad Institute of MIT and Harvard, a director of the Foundation for Biomedical Research, ~~and~~ a member of the Human Genome ~~Organisation.~~Organisation and a member of the scientific advisory board of Immune Design Corp.

The Board concluded that Dr. Baltimore should serve on the Board because Dr. Baltimore has spent his career in scientific academia at a number of well-known and highly regarded institutions. This experience provides Dr. Baltimore with extensive scientific knowledge and a deep understanding of our industry and of the research and development activities and operations of our Company.


								ITEM 1 — ELECTION OF DIRECTORS

Frank J. Biondi, Jr. has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization, since 1999. Prior to WaterView Advisors, Mr. Biondi was the Chairman and Chief Executive Officer of Universal Studios, Inc. from 1996 to 1998, the President and Chief Executive Officer of Viacom, Inc. from 1987 to 1996, Executive Vice President of Entertainment Business Sector of The Coca-Cola Company and Chairman and Chief Executive Officer of Coca-Cola Television from 1985 to 1987, Chairman and Chief Executive Officer of Time Inc.’s subsidiary Home Box Office, Inc. from 1982 to 1984, Vice President of Time Inc. from 1978 to ~~1984 and Chairman and Chief Executive Officer of its subsidiary Home Box Office, Inc. in~~ 1984 and Assistant Treasurer of the Children’s Television Workshop from 1974 to 1978.

Mr. Biondi has been a director of Cablevision Systems Corp., a telecommunications, media and entertainment company, since ~~2005, Hasbro, Inc., a toy and games company, since 1999,~~2005; Seagate Technology plc, a manufacturer of hard disk drives, since 2005, serving on its Compensation Committee and chairing its Finance Committee; and RealD Inc., a global licensor of three-dimensional technologies, since July ~~2010. He serves~~2010, serving as its lead director and on ~~the~~its Audit Committee and chairing its Compensation Committee. Mr. Biondi has been a director of Hasbro, Inc., a toy and games company, since 2002, serving on its Compensation and Nominating, Governance and ~~Governance Committees~~Social Responsibility Committees. Hasbro has announced that Mr. Biondi will not stand for election at Hasbro’s annual meeting of ~~Hasbro, on the Audit, Compensation and Finance and Strategic and Financial Transactions Committees of Seagate Technology and on the Compensation and Audit Committees of RealD.~~ stockholders in May 2015.

From 2008 until May 2010, Mr. Biondi was a director of Yahoo! Inc., a provider of Internet services, serving on its Compensation Committee. From 2002 to 2008, he was a director of Harrahs Entertainment, Inc., a gaming corporation, serving on its Compensation and Governance Committees, and from 1995 to 2008 he was a director of The Bank of New York Mellon Corporation, an asset management and securities services company, serving on its Compensation and Risk Committees. He has also been a director of Vail Resorts, Inc., a mountain resort operator, and The Seagram Company, a liquor and spirits company. Mr. Biondi received an undergraduate degree from Princeton University and a master’s degree from Harvard Business School.

The Board concluded that Mr. Biondi should serve on the Board due to Mr. Biondi’s experience as chief executive officer of many large, public companies and his current role with WaterView Advisors which provide valuable management and leadership skills, as well as an understanding of the operations and financial results and prospects of our Company. Given his financial and leadership experience, Mr. Biondi has been determined to be an Audit Committee financial expert by our Board.

Robert A. Bradway has served as our director since October 2011 and Chairman of the Board since January 1, 2013. Mr. Bradway has been our President since May 2010 and Chief Executive Officer since May 2012. From May 2010 to May 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from April 2007 to May 2010. Prior to joining Amgen, he was a Managing Director and Head of International Banking at Morgan Stanley in London since 2001 where he had responsibility for the firm’s banking department and corporate finance activities in Europe and focused on healthcare.

Mr. Bradway has been a director of ~~3M Company,~~Norfolk Southern Corporation, a ~~consumer and office products and services~~transportation company, since ~~2002~~July 2011,

serving on its Audit and heGovernance and Nominating Committees. He has ~~been a director of Deere & Company, a farm and construction machinery company, since 2004. He serves~~served on the ~~Compensation and Nominating and Governance Committees~~board of 3M and the Compensation and Corporate Governance Committees of Deere. Dr. Coffman was also director of Bristol-Myers Squibb Company, a pharmaceutical company, and a member of its Audit, Governance and Compliance Committees, from 1998 to 2007.

~~Dr. Coffman was the Chairman~~trustees of the ~~Board and Chief Executive Officer~~University of Lockheed Martin Corporation, an aerospace and defense company, from 1998 to 2005, and was ex officio member of all board committees. From 1997 to 1998, he was Vice Chairman of the Board and Chief Executive Officer of Lockheed Martin. He is currently on the Board of Trustees of the Naval Postgraduate School Foundation, the Advisory Board of Stanford University and the Board of Governors of the Iowa State University Foundation. Dr. Coffman has been a Member of the National Academy of EngineeringSouthern California since ~~1997 and a Fellow of the American Institute of Aeronautics and Astronautics and the American Astronautical Society since 1989 and 1997, respectively.~~April 2014.

The Board concluded that ~~Dr. Coffman~~Mr. Bradway should serve on the Board ~~as during~~due to Mr. Bradway’s knowledge of all aspects of our business, combined with his ~~service as Chairman of the Board and Chief Executive Officer of Lockheed Martin, Dr. Coffman acquired important~~ leadership and management skills ~~that provide insight into~~having served as our President and Chief Operating Officer and formerly our Chief Financial Officer. During this time, Mr. Bradway provided strong leadership through a variety of challenges and this positions him well to serve as a director and provides the ~~operations of our Company~~Board with a knowledgeable perspective with regard to the Company’s products and ~~the challenges of managing a complex organization.~~operations.


								ITEM 1 — ELECTION OF DIRECTORS

François de Carbonnel is a director of corporations and corporate advisor. Mr. de Carbonnel has been a director of Solocal Group (formerly known as Pages Jaunes S.A.), a French company which offers online content, advertising solutions and transactional services, since 2004 and serves as chairman of the Remuneration and Appointments Committee. Mr. de Carbonnel has been a supervisory board member of Mazars Group, a privately-held international organization specializing in audit, accountancy, tax, legal and advisory services since December 2011.

From 2004 until October 2013, Mr. de Carbonnel was a director of a number of funds managed by Ecofin, a privately-held investment management firm. Mr. de Carbonnel was a director of Thomson S.A., a French multimedia corporation, from 2007 to January 2010, serving as Chairman of the Audit Committee ~~since April 2007~~throughout his tenure, and as non-executive Chairman of the Board from April 2008 to April 2009. ~~He has also been~~Mr. de Carbonnel was a director ~~and Chairman of the Remuneration and Nominating Committee of Pages Jaunes S.A., a French company which publishes directories and internet band advertising, since 2004, and~~ of Quilvest S.A., a Luxembourg company which provides wealth management and private equity services, ~~since 2006. Mr. de Carbonnel has been a director of a number of funds managed by Ecofin, a privately-held investment management firm that provides discretionary fund management services and advice~~from 2006 to institutions, utilities and infrastructure industries since 2004 and of Mazars Group, a privately-held international organization specializing in audit, accountancy, tax, legal and advisory services since December 2011.2013.

Mr. de Carbonnel was ~~the~~a Senior Advisor of the Global Corporate and Investment Bank of Citigroup from 2004 to

2006, and ~~its~~a Managing Director from 1999 to 2004. He was the Chairman and Chief Executive Officer of Midial S.A., a French listed company, from 1994 to 1998, Chairman of General Electric Capital SNC from 1996 to 1998. He was a corporate Vice President of General Electric Company and President of General Electric Capital-Europe from 1990 to 1992, President of Strategic Planning Associates, an international consulting company, from 1981 to 1990 and Vice President of Boston Consulting Group from 1971 to 1981. He ~~has been~~is a member emeritus of the ~~business board~~Business Board of ~~advisors~~Advisors of the Carnegie Mellon Tepper School of ~~Business since 1984.~~Business. Mr. de Carbonnel is a French citizen and resides in Europe.

The Board concluded that Mr. de Carbonnel should serve on the Board because Mr. de Carbonnel has acquired knowledge, skills and brings a strong vantage point through his international career as an executive officer of well-known consulting ~~companies~~firms as well as a number of public companies. This perspective is important as the Company undertakes further global expansion plans. Given his experience in the financial industry, Mr. de Carbonnel has been determined to be an Audit Committee financial expert by our Board.


								ITEM 1 — ELECTION OF DIRECTORS

Vance D. Coffman is our lead independent director. Dr. Coffman has been a director of 3M Company, a consumer and office products and services company, since 2002 and he has been a director of Deere & Company, a farm and construction machinery company, since 2004. He serves on the Compensation Committee and chairs the Finance Committee of 3M Company and serves on the Corporate Governance and Executive Committees and chairs the Compensation Committee of Deere & Company. Dr. Coffman was also director of Bristol-Myers Squibb Company, a pharmaceutical company, and a member of its Audit and Governance Committees, from 1998 to 2007.

Dr. Coffman was the Chairman of the Board and Chief Executive Officer of Lockheed Martin Corporation, an aerospace and defense company, from 1998 to 2005, and was ex officio member of all board committees. From 1997 to 1998, he was Vice Chairman of the Board and Chief

Executive Officer of Lockheed Martin. He is currently on the Board of Trustees of the Naval Postgraduate School Foundation, the Stanford Engineering Advisory Council of Stanford University and the Board of Governors of the Iowa State University Foundation. Dr. Coffman has been a Member of the National Academy of Engineering since 1997 and a Fellow of the American Institute of Aeronautics and Astronautics and the American Astronautical Society since 1989 and 1997, respectively. Dr. Coffman received an undergraduate degree from Iowa State University and a doctorate from Stanford University.

The Board concluded that Dr. Coffman should serve on the Board as during his service as Chairman of the Board and Chief Executive Officer of Lockheed Martin, Dr. Coffman acquired important leadership and management skills that provide insight into the operations of our Company and the challenges of managing a complex organization.

Robert A. Eckert has been an Operating Partner at Friedman Fleischer & Lowe, a private equity firm, since September 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through December 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992.

Mr. Eckert has been a director of McDonald’s Corporation, a company which franchises and operates McDonald’s restaurants in the global restaurant industry, since 2003, serving as the Chair of the Compensation Committee and a member of the Executive and Governance Committees. Mr. Eckert was a director of Smart & Final Stores, Inc., a

warehouse store, from May 2013 until July 2014 prior to it becoming a publicly-traded company. Mr. Eckert also has served as a director of Levi Strauss & Co., a privately-held jeans and casual wear manufacturer, since 2010. He was appointed director of Eyemart Express Holdings LLC, a privately-held eyewear retailer and portfolio company of Friedman Fleischer & Lowe, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg Graduate School of Management and serves on the Eller College National Board of Advisors at the University of Arizona.

The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s recent and long-tenured experience as a Chief Executive Officer of large public companies, his broad international experience in marketing and business development and his valuable leadership experience. Given his financial and leadership experience, Mr. Eckert has been determined to be an Audit Committee financial expert by our Board.


								ITEM 1 — ELECTION OF DIRECTORS

Greg C. Garland is the Chairman, President and Chief Executive Officer of Phillips 66, an energy manufacturing and logistics company with midstream, chemical, refining and marketing and specialties businesses created through the repositioning of ConocoPhillips, having held this position since April 2012. Mr. Garland chairs the Executive Committee of Phillips 66. Prior to Phillips 66, Mr. Garland served as Senior Vice President, Exploration and Production, Americas of ConocoPhillips from 2010 to April 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President,

Planning and Specialty Chemicals from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland is a member of the Engineering Advisory Board for Texas A&M University.

The Board concluded that Mr. Garland should serve on our Board because of Mr. Garland’s experience as a Chief Executive Officer and his over 30 years of international experience in a highly regulated industry. Given his financial and leadership experience, Mr. Garland has been determined to be an Audit Committee financial expert by our Board.

Rebecca M. Henderson has been the John and Natty McArthur University Professor at Harvard University since ~~September~~ 2011 and ~~has been on~~is the ~~faculty~~Co-Director of the Business and Environment Initiative at Harvard Business ~~School serving~~School. From 2009 to 2011, Dr. Henderson served as the Senator John Heinz Professor of Environmental Management ~~since July 2009.~~at Harvard Business School. Prior to this, she was a professor of management at the Massachusetts Institute of Technology, or MIT, for 21 years, having been the Eastman Kodak LFM Professor of Management since 1999. Since 1995, she has also been a Research Associate at the National Bureau of Economic Research. She specializes in technology strategy and the broader strategic problems faced by companies in high technology industries. Dr. Henderson has been a director of IDEXX Laboratories, Inc., a company which develops and commercializes technology-based products and services for veterinary, food and water applications, since 2003, serving on its Finance Committee and chairing its Nominating and Governance ~~Committees.~~Committee.

Dr. Henderson has also served as a director of the Ember Corporation, a privately-held semiconductor chip

manufacturer, and was on its Compensation Committee, from 2001 to July 2009. She has further been a director of Linbeck Construction Corporation, a privately-held facility solutions ~~company.~~company, from 2000 until 2004. In May 2011, Dr. Henderson was appointed to the U.S. Department of Commerce Innovation Advisory Board which was established as a result of the America COMPETES Reauthorization Act of 2010 signed into law by President Obama on January 4, 2011 and ~~will guide~~which guided a study of U.S. economic competitiveness and innovation to help inform national policies at the heart of U.S. job creation and global competitiveness. Dr. Henderson has published articles, papers and reviews in a range of scholarly ~~journals,~~journals. Dr. Henderson received an undergraduate degree from MIT and ~~sits on the editorial board of~~~~Research Policy~~, a ~~multi-disciplinary journal.~~doctorate from Harvard University.

The Board concluded that Dr. Henderson should serve on the Board because Dr. Henderson’s study of the complex strategy issues faced by high technology companies provides unique insight into the Company’s strategic and technology issues.


								ITEM 1 — ELECTION OF DIRECTORS

Frank C. Herringer has been Chairman of the Board of Transamerica Corporation, a financial services company, since 1995. Mr. Herringer was an executive with Transamerica for 20 years, including its Chief Executive Officer from 1991 until its acquisition by Aegon N.V., a life insurance, pensions and asset management company, in 1999, subsequently serving on Aegon’s Executive Board for one year and he is currently a director of Aegon USU.S. Holding ~~Corporation.~~Corporation, a position he has held since 1999. Mr. Herringer has been a director of The Charles Schwab Corporation, a brokerage and banking company, since 1996, serving on its Compensation, Nominating and Corporate Governance Committees, and a director of Cardax, Inc., a biotechnology company, since 2014, serving on its Compensation Committee and chairing its Governance and Nominating Committee, and has been a director of its parent company, Cardax Pharmaceuticals, Inc., since 2006. Mr. Herringer is a member of the Board of Trustees of the California Pacific Medical Center Foundation, a not-for-profit organization which develops philanthropic resources for the California

Pacific Medical Center, a privately-held, not-for-profit academic medical center, since 2013. Mr. Herringer was a director of Safeway Inc., a food and drug retailer, ~~since~~from 2008 until January 2015, serving on its Executive Compensation and Executive Committees and chairing its Nominating and Corporate Governance ~~Committees.~~Committee. From 2002 to 2005, Mr. Herringer was a director of AT&T Corporation, and a member of its Audit and Compensation Committees. He is also currently a director of Cardax Pharmaceuticals, Inc., a privately-held biotechnology company, and sat on the Board of Trustees of the California Pacific Medical Center, a privately-held not-for-profit academic medical center, from 1983 until 2009. In 2004, Mr. Herringer was named an Outstanding Director of the Year by the Outstanding ~~Director’s~~Directors Exchange. Mr. Herringer received an undergraduate degree and master of business administration from Dartmouth College.

The Board concluded that Mr. Herringer should serve on the Board due to Mr. Herringer’s career as Transamerica’s Chief Executive Officer and Chairman of the Board which developed Mr. Herringer’s management and leadership skills and provides an informed perspective on our financial performance, prospects and strategy.

Tyler Jacks as a new nominee to stand for initial election to the Board at the Annual Meeting. Dr. Jacks was first identified to the Governance and Nominating Committee as a potential director candidate by Dr. David Baltimore, a member of the Company’s Board. Dr. Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology and director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of ~~cancer.~~cancer, a position he has held since 2007. Dr. Jacks has been an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, since ~~2002.~~1994. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since May 2009, and ~~was a founder of~~serves on its Strategy and Finance Committee and scientific advisory board. In 2006, he co-founded T2 Biosystems, Inc., a ~~privately-held~~ biotechnology company, ~~since 2006.~~and served on its scientific advisory board until 2013. Dr. Jacks ~~serves on numerous~~has been a consultant scientific ~~advisory boards including~~advisor to Epizyme, Inc., a ~~privately-held~~ biopharmaceutical company, since ~~2007 and~~2007. Dr. Jacks served on the scientific advisory board of Aveo Pharmaceuticals Inc., a cancer therapeutics company, ~~since 2001. Dr. Jacks~~from 2001 until 2013. He was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, in October 2011. Dr. Jacks was a director of ~~the Massachusetts Institute of Technology’s~~ MIT’s

Center for Cancer Research from 2001 to ~~2008~~2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the Institute of Medicine in 2009. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco.

The Board concluded that Dr. Jacks should serve on the Board due to Dr. Jacks’ extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher and service on several scientific advisory boards. His expertise in the field of oncology, which includes pioneering the use of technology to study cancer-associated genes and to construct animal models of many human cancer types, is evidenced by his ~~recent~~ appointment to the National Cancer Advisory Board and by his numerous awards for cancer research. Dr. Jacks’ scientific knowledge and thorough understanding of our industry positions him to provide valuable insights into the scientific activities of our Company.


								ITEM 1 — ELECTION OF DIRECTORS

Judith C. Pelham is the President Emeritus of Trinity Health, a national system of healthcare facilities, including hospitals, long-term care, home care, psychiatric care, residences for the elderly and ambulatory care, and one of the largest Catholic healthcare systems in the U.S. Prior to her current position at Trinity Health, she was the President and Chief Executive Officer of Trinity Health from 2000 to 2004, the President and Chief Executive Officer of Mercy Health Services, a system of hospitals, home care, long-term care, ambulatory services and managed care, from 1993 to 2000, the President and Chief Executive Officer of the Daughters of Charity Health Services of Austin, a network of hospitals, home care and ambulatory services, from 1982 to 1992, and the Assistant Vice President of Brigham and Women’s Hospital from 1976 to 1980.

~~In February 2011,~~ Ms. Pelham ~~became~~has been a director of Health Care REIT, Inc., a public real estate investment trust for senior living and health care real estate, since May 2012 and serves on its Compensation, Planning, Nominating/Corporate Governance and Investment Committees. Ms. Pelham was a director of Zoll Medical Corporation, a medical products and software solutions ~~company.~~company, from February 2011 to April 2012 when it became a wholly owned subsidiary of Asahi Kasei Group. Ms. Pelham was a director of Eclipsys Corporation, a healthcare IT solutions company, from 2009 to August 2010 when it merged with AllScripts, and was a member of its Compensation Committee. In addition, from 2005 to 2006 she was a director of Hospira, Inc., a specialty pharmaceutical

delivery company, and a member of its Audit and Public Policy and Compliance Committees. She also sits on the board of trustees of Smith College and is a member of its Audit, Finance, ~~and~~ Buildings and Grounds, and ~~Advancement~~Libraries Committees and chairs the Audit and Information Technology Committees.

Ms. Pelham has received numerous honors for her civic and healthcare systems leadership, including the CEO IT Achievement Award in 2004 from Modern Healthcare and the Healthcare Information Management Systems Society for her leadership in implementing information technology in healthcare provider organizations and the National Quality Healthcare Award in 2004 from the National Committee for Quality Healthcare, for innovation and implementation of clinical quality and patient safety systems. She received the American Hospital Association Partnership for Action Grassroots Advocacy Award in 1992 in recognition of her work in healthcare reform.

The Board concluded that Ms. Pelham should serve on the Board due to Ms. Pelham’s career as an executive leader at a number of large healthcare systems, as well her extensive experience developing programs to improve the health status of communities and championing innovation and advances in the delivery of, access to and financing of healthcare, ~~provide an~~her understanding of the nation’s healthcare system, the patient populations served by our Company’s products and the operations of our Company.


								ITEM 1 — ELECTION OF DIRECTORS

Mr. Leonard D. Schaeffer has been a Senior Advisor for TPG Capital, a private investment firm, since 2006 and a partner at North Bristol Partners LLC, a privately-held consulting company since 2006. From 2007 to 2011, Mr. Schaeffer served as the Chairman of the Board of Surgical Care Affiliates, LLC, a privately-held company operating a national network of ambulatory surgical centers and surgical hospitals. From November 2004 to November 2005, Mr. Schaeffer served as Chairman of the Board of WellPoint, Inc., the largest health insurance company in the United States created by the combination of WellPoint Health Networks, Inc. and Anthem, Inc. From 1992 until 2004, Mr. Schaeffer served as Chairman of the Board and Chief Executive Officer of WellPoint Health Networks, Inc. He was a director of Allergan, Inc., a specialty pharmaceutical company, from 1993 to May 2011, serving as Chair of its Organization and Compensation Committee and as a member of its Corporate Governance Committee, and serves as a director of Quintiles Transnational Corp., a privately-held clinical research and consulting services company, since 2008, serving as Chair of its Corporate Governance and Compliance Committee and on its Audit Committee. Mr. Schaeffer was a director of the National Institute for Health Care Management from 1993 to 2005 and has served on its Advisory Board from 2005 to present.

Mr. Schaeffer has been the Chairman of the Board, from 1989 to 2004, and Chief Executive Officer, from 1986 to 2002, of Blue Cross of California, President and Chief Executive Officer of Group Health, Inc., a health maintenance organization, from 1983 to 1986, Executive Vice President and Chief Operating Officer of the Student Loan Marketing Association (Sallie Mae) from 1980 to 1982, and Administrator of the Centers for Medicaid and Medicare Services, or CMS (formerly the Health Care Financing Administration), from 1978 to 1980. Prior to CMS, Mr. Schaeffer was employed by the Department of Health and Human Services in 1978, the Illinois Bureau of the Budget from 1975 to 1976 and the Illinois Department of Mental Health from 1972 to 1975. Mr. Schaeffer was named the Judge Widney Professor and Chair at the University of Southern California in 2007 and serves on the board of The Brookings Institution, the RAND Corporation and the board of fellows of Harvard Medical School. Mr. Schaeffer is also a member of the Institute of Medicine of the National Academy of Sciences.

The Board concluded that Mr. Schaeffer should serve on the Board as Mr. Schaeffer’s career as a chief executive officer of health insurance organizations such as Blue Cross and WellPoint, as well as his experience with and insight gained into government reimbursement programs while with CMS, provide a deep understanding of the nation’s healthcare system, healthcare industry, private and public reimbursement programs and the operations of our Company.

~~KEVIN W. SHARER~~

Mr. Kevin W. Sharer has been the Company’s Chief Executive Officer, or CEO, since May 2000 and has been Chairman of our Board of Directors since January 2001. Effective as of May 23, 2012, Mr. Sharer will step down as CEO of the Company. Mr. Sharer will remain as Chairman of the Board until December 31, 2012 at which time he will retire from the Board and the Company. Mr. Sharer served as Amgen’s President and Chief Operating Officer from 1992 to May 2000, as CEO and President from May 2000 to May 2010 and has been a director of Amgen since November 1992. Under Mr. Sharer’s leadership as CEO, the Company has successfully launched nine products and completed the biotechnology industry’s largest-ever acquisition, which brought our eighth product, Enbrel^®. During Mr. Sharer’s tenure as CEO, Amgen has grown its annual revenues from over $3 billion in 1999 to revenues approaching $16 billion in 2011. Prior to joining the Company, Mr. Sharer was an executive with MCI Communications Corporation and the General Electric Company and a consultant with McKinsey & Company, Inc.

Mr. Sharer’s leadership skills were shaped by his training at the U.S. Naval Academy. He became lieutenant commander in the U.S. Navy, serving on two nuclear attack submarines and overseeing one nuclear submarine’s construction. After he left the U.S. Navy, he attended business school, receiving his MBA from the University of Pittsburgh.

Mr. Sharer has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2007 and a member of its Board Nominating and Governance and Management Compensation Committees. He has served as a director of Northrop Grumman Corporation, a global security company, since 2003 and is on its Policy Committee. From 2001 to 2007, Mr. Sharer was a director of 3M Company, and from 1996 to 2005 he was a director of Unocal Corporation, a crude petroleum and natural gas company, serving on its Board Governance and Management Development and Compensation Committees. He was also the Chairman of the Board of Pharmaceutical Research and Manufacturers of America from 2005 to 2007. He is Chairman of the Board of the Los Angeles County Museum of National History.

The Board concluded that Mr. Sharer should serve on the Board because Mr. Sharer’s knowledge regarding our Company’s operations and the markets and industries in which we compete provides a critical link between management and the Board of Directors, enabling the Board to provide its oversight function with the benefit of management’s perspective of the business.

~~RONALD D. SUGAR~~

~~Dr.~~ Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global ~~security~~aerospace and defense company, having held these posts from 2003 through 2009. He was President and Chief Operating Officer of Northrop Grumman Corporation from 2001 until 2003. He was President, Chief Operating Officer and director of Litton Industries, Inc., a developer of military products, from 2000 until 2001, and Chief Financial Officer of TRW, Inc., an aerospace, automotive and credit reporting company, from 1994 to 1996, and President and Chief Operating Officer of TRW Aerospace, a developer of missile systems and spacecraft, from 1998 to 2000. He is a senior advisor to Ares Management LLC, a privately-held asset manager and ~~Securities and Exchange Commission~~ registered investment advisor, and a senior advisor to Northrop Grumman Corporation, both since 2010.

Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since ~~2005, and chairs its Audit Committee.~~2005. Dr. Sugar has also been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers, mobile communication and media devices since

2010 and of Air Lease Corporation, an aircraft leasing company, since 2010. Dr. Sugar chairs the Audit Committee of Chevron, chairs the Audit and Finance Committee of Apple, chairs the Compensation Committee of Air Lease, and serves on the Air Lease Governance Committee. In 2014, Dr. Sugar joined the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a private investment company based in Singapore. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, member of UCLA Anderson School of Management Board of Visitors, director and member of the Los Angeles Philharmonic Association and national trustee of the Boys and Girls Clubs of America.

The Board concluded that Dr. Sugar should serve on our Board because Dr. Sugar’s board and senior executive-level expertise, including his recent experience as Chairman and Chief Executive Officer of Northrop Grumman Corporation, provides valuable leadership experience and insight in the areas of operations, government affairs, technology and finance.

R. Sanders Williams has served as a director of the Company since October 17, 2014. Dr. Williams was first identified to the Governance and Nominating Committee as a potential director candidate by Vance D. Coffman, our lead independent director, and Robert A. Bradway, our Chairman of the Board and Chief Executive Officer. Dr. Williams is President of Gladstone Institutes, a non-profit biomedical research enterprise, and its Robert W. and Linda L. Mahley Distinguished Professor of Medicine, both since 2010. He is also a Professor of Medicine at the University of California, San Francisco since 2010. Prior to this, Dr. Williams served as Senior Vice Chancellor of the Duke University School of Medicine from 2008 to 2010 and Dean of the Duke University School of Medicine from 2001 to 2008. He was the founding Dean of the Duke-NUS Graduate Medical School, Singapore, from 2003 to 2008 and served on its Governing Board from 2003 to 2010. From 1990 to 2001, Dr. Williams was Chief of Cardiology and Director of the Ryburn Center for Molecular Cardiology at the University of Texas, Southwestern Medical Center. Dr. Williams has been a director of the Laboratory

Corporation of America Holdings, a diagnostic technologies company, since 2007. Dr. Williams was a director of Bristol-Meyers Squibb Company, a pharmaceutical company, from 2006 until 2013. Dr. Williams has served on the board of directors of the Gladstone Foundation, a non-profit institution that is distinct from Gladstone Institutes, since 2012 and on the board of directors of Exploratorium, a non-profit science museum and learning center located in San Francisco, since 2011. Dr. Williams received his undergraduate degree from Princeton University and his doctorate from Duke University.

The Board concluded that Dr. Williams should serve on the Board due to his broad medical and scientific background, including his leadership roles at Gladstone Institutes and Duke University, deep experience in cardiology, oversight of governance of multi-hospital healthcare provider systems, leadership of international medical programs in Singapore and China, and prior industry board experience, all of which provide valuable perspectives and insight into the operations of our Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE ~~FOURTEEN~~13 NAMED NOMINEES.

ITEM 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected Ernst & Young LLP, or Ernst & Young, as our independent registered public accountants for the fiscal year ending December 31, ~~2012,~~2015, and the Board has ~~further~~ directed that management submit this selection for ratification by the stockholders at our 2015 Annual ~~Meeting.~~Meeting of Stockholders. Ernst & Young has served as our independent registered public accounting firm and has audited our financial statements since the Company’s inception in 1980. The Audit Committee periodically considers whether there should be a rotation of our independent registered public accountants. The members of the Audit Committee believe that the continued retention of Ernst & Young as our independent registered public accountants is in the best interests of the Company. In conjunction with the mandated rotation of Ernst & Young’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of Ernst & Young’s new lead engagement partner. A representative of Ernst & Young is expected to be present at the

Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions.

Stockholder ratification of the selection of Ernst & Young as our independent registered public accountants is not required by ~~our~~the Amgen Inc. Restated Certificate of Incorporation, ~~our~~the Amended and Restated Bylaws of Amgen Inc., or otherwise. However, the Board is submitting the selection of Ernst & Young to the stockholders for ratification because we believe it is a matter of good corporate governance practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young, but still may retain them. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and that of our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.


								ITEM 3— ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION

This advisory stockholder vote, commonly known as “Say on Pay,” gives you as a stockholder the opportunity to endorse or not endorse our executive pay program and policies. Accordingly, you are being asked to vote on the compensation of our Named Executive Officers, or NEOs, as disclosed in the Compensation Discussion and Analysis and related compensation tables and the narrative in this proxy statement.

Our executive compensation ~~programs reflect~~program is designed to achieve the following ~~objectives that are strongly aligned with the interests of our stockholders:~~objectives:

Pay for performance in a manner that strongly aligns with stockholder interests by rewarding ~~performance on~~ both aour short- and long-term basis. Our executive cash incentive and equity incentive programs for 2011 depended primarily on achieving our business and financial goals, growth in the price of our Common Stock and our relative long-term total shareholder return, or TSR. The largest portion of long-term incentive, or LTI, equity awards granted to our NEOs is based on the performance of our TSR relative to our peer group’s TSR over a three-year period. We generally do not offer defined benefit or traditional executive supplemental defined benefit pension plans to our NEOs.measurable performance.

Attract, motivate and retain the highest level of executive talent by providing competitive compensation, consistent with their roles and responsibilities, our success and their contributions to this success. To attract executive talent with proven skills and experience, we believe the inducements and compensation packages we offer need to provide a sufficient catalyst for executives to agree to join our management team, account for compensation lost in joining our team and compare favorably to compensation obtainable at companies where we compete for high caliber executive talent.

Mitigate compensation riskby maintaining pay practices ~~thatreward~~that reward actions and outcomes consistent with the sound operation of our Company and with the creation of long-term stockholder value. Examples include our clawback policy, which applies to cash or equity compensation payouts awarded to executive officers, and our executive stock ownership guidelines, which by requiring executives to hold significant amounts of the Company’s equity, further aligns their interests with the interests of our stockholders and our long-term success.

Consider all Amgen staff members in the design of our executive compensation programs, to ensure a consistent approach that encourages and rewards all staff members who contribute to our success. ~~As a result, there are no special plans for our NEOs.~~

~~Our solid~~A significant majority of each NEO’s compensation is dependent on our performance ~~in 2011 grew revenues by 4% over 2010 to $15.6 billion. Our strong balance sheet permitted us to initiate payment of quarterly dividends, with a dividend of $0.28 per share declared in July~~ and ~~October 2011, and an increased dividend declared in December 2011 for stockholders of record in February 2012 of $0.36 per share. In 2011, we returned $500 million of cash to~~ our ~~stockholders through dividends and $8.3 billion through stock repurchases equal to approximately 15%~~execution of our ~~Common Stock outstanding as~~strategic priorities. In 2014, we delivered strong performance, the highlights of ~~December 31, 2010.~~which include:

Stock Price Appreciation

of 40%in 2014

One-Year TSR of ~~18%~~42%

in 2014

LOGO

–

Payout Under Our Long-Term Incentive Performance Award Program Reflects our TSR Performance. Consistent with our robust three-year TSR, the performance units earned in 2014 under our long-term incentive, or LTI, performance award program (for the 2012-2014 performance period) were 150% of target, or maximum payout, based on our TSR for the 2012-2014 performance period compared with the average TSR of our 15-company peer group for this period. Commencing with performance awards granted in 2013, our TSR is compared against that of the S&P 500.


								ITEM 3— ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION

•

Delivering on Return of Capital to Our Stockholders.

$1.9 billion

in dividends ~~under our new plan to return capital to stockholders.~~in 2014

–

Our strong cash flows and balance sheet in 2014 permitted us to return $1.9 billion of cash to our stockholders through dividends.

–

In 2014, we increased our quarterly cash dividend to $0.61 per share from $0.47 per share in 2013. Since our first dividend in July 2011 through 2014, we have raised the dividend three times, by an average of 30% over the previous quarterly amount, for a total dividend growth of 118% per share, and returned a total of $4.9 billion of cash to our stockholders through dividends over this period.

–

We Repurchased Stock in 2014. In the fourth quarter of 2014, we repurchased 0.9 million shares of our Common Stock.

•

Cost Containment.

–

We undertook actions to support our transformation plans announced in 2014 to invest in continuing innovation and the launch of our new pipeline molecules, while improving our cost structure. As part of the plan, these actions will result in an approximate 23% reduction in our facilities footprint Company-wide.

–

There were no annual base salary increases in 2014 for staff members at senior manager level or above, including our NEOs. There was a reduction in value of the LTI equity award grants made in January 2014 from those made in 2013 for all NEOs, other than our Chief Executive Officer, or CEO, to respond to lower median values among our peer group. We increased our CEO’s LTI equity award grant value in 2014 to maintain median positioning against our peer group as the 2013 median for the CEO position increased over the prior year.

Our Annual Cash Incentive Award Program is Tied Directly to Our Performance Based on Pre-Established Performance Goals.

•

Strong Financial Performance. In 2014, revenues grew 7% over 2013 to $20.1 billion, adjusted operating income grew 22% to $8.5 billion⁽¹⁾ and adjusted net income grew 15% to $6.7 billion.⁽¹⁾In addition, our year-over-year adjusted earnings per share grew 14% in 2014 to $8.70.⁽¹⁾

–

Our strong operating performance resulted in above-target performance on our pre-established performance goals for 2014 revenues (147.4% of target performance) and adjusted net income (187.9% of target performance), that comprise 60% of the weighting under our 2014 annual cash incentive award program.

•

Significant Pipeline Advancement and Success. In 2014, we continued to significantly enhance our pipeline, the highlights of which include that six of our medicines generated positive registration-enabling data and four (Repatha™ (evolocumab)*, Corlanor^® (ivabradine)*, talimogene laherparepvec and BLINCYTO™ (blinatumomab)) were submitted for regulatory approval. In December 2014, the Food and Drug Administration, or FDA, approved BLINCYTO™ less than three months after submission. We also reported positive data on our AMG 334 study for patients with episodic migraines and, as a consequence, we announced a decision to move into Phase 3 in 2015.

–

We performed at 127.6% of our pre-established target goal of “Deliver the Best Pipeline” that represents a 25% weighting under our 2014 annual cash incentive award program.

•

Execution on Key Strategic Priorities. We performed at 96.7% of our pre-established performance goals of “Deliver Annual Priorities” comprising 15% of the weighting under our 2014 annual cash incentive award program and including Full Potential, Drug Delivery and Decision Making sub-goals.

–

In 2014, the FDA also granted approval of the Neulasta^® (pegfilgrastim) Delivery Kit, including the On-body Injector for Neulasta^®, a drug delivery system.

The payout under our annual cash incentive award program for ~~2011 resulted in payment of 181.9%~~all measures after weighting was 147% of target opportunity based on our financial (revenue and adjusted earnings per share, or EPS) and operational objectives. This annual cash incentive award program payment was primarily driven by our strong revenue and EPS performance (which benefited from our strategic decision to expand our stock repurchase program reflecting our confidence in the long-term value of our Company) and, to a lesser degree, our execution and advancement of our pipeline. Going forward, we have determined to replace EPS with adjusted netbonus opportunity.

(1)
Adjusted operating income, ~~as one of the two primary financial goals~~adjusted net income and adjusted earnings per share are reported and reconciled in our ~~annual cash incentive award program to align compensation with a measure that more directly correlates with the underlying performance~~Form 8-K dated as of ~~our operations.~~January 27, 2015.

*	FDA provisionally approved trade name.

ï 2015 Proxy Statement19


								ITEM 3— ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION

Positive 2014 Say on Pay Vote and Engagement With Our Stockholders

~~However, given~~97% stockholder support

on our ~~TSR for~~2014 say on pay

In 2014, we received over 97% stockholder support on our say on pay advisory vote. We have engaged consistently in broad direct stockholder outreach over the ~~longer-term 2009-2011 performance period under~~past several years and have found these interactions highly valuable and informative and will continue to engage with our ~~performance award program,~~stockholders to further enhance our ~~performance award program payout for~~understanding of the ~~2009-2011 performance period~~perspectives of our investors. The compensation related feedback from our stockholders is reviewed by our Compensation and Management Development Committee, or Compensation Committee, and we have made a number of compensation changes in response to past discussions with our stockholders.

Since our 2014 annual meeting of stockholders, we have engaged in outreach activities and discussions with stockholders comprising approximately 50% of our outstanding shares. In 2014, our predominant feedback from investors with respect to our compensation practices was ~~reduced~~that they are satisfied with our compensation program. While we are pleased with our say on pay results and stockholder feedback, we will continue to ~~only 45.5%~~reach out to understand and address any concerns of ~~target.~~our stockholders. Our stockholder outreach efforts will continue after the filing of this proxy statement, as well as through our executive compensation website (accessible atwww.amgen.com/executivecompensation) initiated in 2008 that invites stockholders to provide feedback directly to the Compensation Committee regarding our executive compensation program.

We Have Implemented Compensation Best Practices

~~In December 2011, we announced~~We are mindful of compensation and governance best practices and have implemented the following practices, among others:

We have a clawback policy that ~~Kevin W. Sharer,~~requires our Chairman of the Board and Chief Executive Officer, or CEO, notified us of his plan to step down as CEO on May 23, 2012, the date of the Company’s 2012 Annual Meeting of Stockholders, and as Chairman of the Board at the end of 2012. Prior to that time, the Board of Directors, or Board, ~~had~~to consider the recapture of past cash or LTI equity award payouts to our NEOs if the amounts were determined based on financial results that are later restated and the NEOs’ misconduct is determined by the Board to have caused the restatement.

Our incentive compensation plans contain recoupment provisions applicable to all staff members that expressly allow the Compensation Committee to determine that annual cash incentive awards are not earned fully or in part where such employee has engaged in ~~extensive succession planning efforts. As a result,~~misconduct that causes serious financial or reputational damage to the independent members of the Board announced that Robert A. Bradway, our President and Chief Operating Officer, will succeed Mr. Sharer as CEO effective May 23, 2012. There is no separation agreement with Mr. Sharer and no employment agreement with Mr. Bradway.Company.

•

In March 2012, the Compensation and Management Development Committee, or Compensation Committee, targeted Mr. Bradway’s LTI equity award compensation for CEO at the median of our 2012 peer group, resulting in a 34% reduction in targeted LTI equity award value from the previous CEO award value in 2011. This reduction was primarily due to our change in compensation philosophy to target the median of our peer group to be responsive to our stockholders. In addition, Mr. Bradway’s base salary was set slightly above the 30^th percentile of our peer group and his annual cash incentive award target was set at the median of our 2012 peer group. In sum, Mr. Bradway’s total target compensation falls below the median of our 2012 peer group, resulting in target compensation that is 32% lower than Mr. Sharer’s 2011 total target compensation, reflective of Mr. Sharer’s service in this role in excess of ten years.

Also in December 2011, Dr. Roger M. Perlmutter, Executive Vice President, Research and Development, announced his plans to retire effective February 12, 2012. The Board appointed Dr. Sean E. Harper, our Senior Vice President, Global Development and Corporate Chief Medical Officer, who has a decadeOur LTI equity award grants are primarily performance-based with 80% of ~~experience at our Company,~~LTI equity awards granted as ~~Dr. Perlmutter’s successor.~~performance units.

We ~~successfully recruited Anthony C. Hooper as~~have robust stock ownership guidelines, with a six times base salary ownership requirement for our ~~new Executive Vice President, Global Commercial Operations. Mr. Hooper is a seasoned global business leader who has led commercial operations~~CEO.

Our staff members and Board are prohibited from engaging in ~~mature and emerging pharmaceutical markets, and his experience is key~~short sales, purchasing Common Stock on margin, pledging Common Stock, or entering into any hedging, derivative or similar transactions with respect to our global expansion objectives. Now, with Messrs. Bradway and Hooper and Jonathan M. Peacock, our Executive Vice President and Chief Financial Officer, we have significantly strengthened the international experience and expertise of our senior management team to help us navigate our entry into new markets worldwide.Common Stock.

~~2011 Stockholder Outreach and Resulting Changes to Our Compensation Programs:~~

During 2011 management engaged in extensive outreach efforts with our stockholders to discuss concerns those stockholders had with our compensation policies and practices. We reached out to stockholders comprising over 59% of our outstanding shares. We made the following changes effective for our 2012 compensation program:

•

~~Changed our~~We target compensation ~~philosophy and significantly reduced~~at the ~~grant value of regular annual LTI equity awards~~~~by lowering the benchmarking target by 25 percentage points to the~~ 50^th percentile, or median, of our peer group to be responsive to our stockholders. When combined with changes in our peer group (as described below), this resulted in reductions in LTI equity award grant date targeted valuations for 2012 of 34% for Mr. Sharer, our current CEO, on an annual basis and a 72% reduction based on the actual grant provided to Mr. Sharer in 2012 to reflect his partial year of service as CEO in 2012.group.

~~Replaced time-vested LTI equity awards with performance-based equity awards~~~~by increasing the weighting~~We do not provide tax gross-ups, except for business related payments such as reimbursement of ~~performance units from 50% to 80% of our regular annual LTI equity award grant values,~~

resulting in 80% of units granted being in the form of performance units. To make this shift, we eliminated time-vested stock options and a portion of the value of time-vested restricted stock units, or RSUs, as illustrated in the following chart:

LTI Equity Awards    2010 Allocation 2011 Allocation 2012 Allocation
Performance Units
   40% 50% 80%
Stock Options
   40% 25% 0%
RSUs
   20% 25% 20%

~~Linked actual pay delivery from LTI equity awards more closely to performance~~ because performance units only vest if specified performance goals are achieved. Historically, our relative or absolute TSR has been a primary metric for determining the extent to which performance units may be earned,certain moving and currently, our outstanding performance units are earned exclusively based on our TSR relative to the TSRs of our peer group companies. We believe TSR is an important metric as it provides the greatest indication of stockholder alignment and ensures that compensation realized reflects our stock performance relative to our peer group. Our move in 2012 to 80% allocation of performance units further increases the emphasis of our compensation on performance for 2012 and beyond. As illustration, our performance unit payouts over the last three years resulted in below-target payouts at the following percentages of target grant values, due to the reduction in the units earned based primarily on our TSR multipliers in effect for these years.

Performance Period
   Absolute TSR TSR Multiplier
Effect (% of
Earned Award
Paid) Multiplier
(Relative or
Absolute TSR) Payout as a %
of Target
2009-2011 performance period
   6.5 % 50 % Relative    45.5 %
2008-2010 performance period
   3.7 % 73 % Absolute    73.0 %
2007-2009 performance period
   (0.3 )% 50 % Absolute    47.4 %

~~Rebalanced our peer group~~ to include Allergan, Inc. and Celgene Corporation for 2012 decisions, in addition to Gilead Sciences, Inc. which was previously added to our peer group for 2011 decisions. These three companies are among those in our industry with which we both most closely compete for executive talent and closely match in terms of market capitalization and revenue.relocation expenses.

~~Replaced EPS with adjusted net income as one~~We do not have “single-trigger” equity vesting acceleration upon a change of ~~the~~control for restricted stock units or stock options, and our double-trigger cash severance is limited to a multiple of two ~~primary financial goalsin our 2012~~times target annual cash ~~incentive award program to align~~ compensation, ~~with a measure that more directly correlates with the underlying performance of our operations.~~without tax gross-ups.

~~Increased the stock ownership guideline for our CEO~~~~from five times base salary to six times base salary to further align the interests of our CEO to our stockholders and mitigate potential compensation-related risk.~~We do not have any defined benefit pension or supplemental executive retirement plan benefits or “above-market” interest on deferred compensation.

20 ï 2015 Proxy Statement


								ITEM 3 — ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION

Board Recommends a Vote “FOR” Our Executive ~~Compensation:~~Compensation

Our Board believes that our current executive compensation program aligns the interests of our executives with those of our ~~stockholders.~~stockholders and is earned primarily based on the performance of our Company. We intend that our compensation programs reward actions and outcomes that are consistent with the sound operation of our Company and are aligned with the creation of long-term stockholder value.

For the reasons discussed above, the Board recommends that stockholders vote “FOR” the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Securities and

Exchange Commission rules in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure of this proxy statement.”

Although this vote is advisory and is not binding on the Board, our Compensation Committee values the opinions expressed by our stockholders and will consider the outcome of the vote when making future executive compensation decisions.

We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our ~~2013~~2016 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION INDICATING THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

ï 2015 Proxy Statement21


								ITEM 4 — STOCKHOLDER PROPOSAL

~~ITEM~~Item 4

~~APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION~~Stockholder Proposal

~~TO AUTHORIZE STOCKHOLDER ACTION BY WRITTEN CONSENT~~

We received a stockholder proposal in each of the last two years requesting our Board of Directors, or Board, to take the steps necessary to permit stockholder action by written consent. At our 2010 annual meeting of stockholders, the stockholder written consent proposal was approved by 62.66% of the votes cast (representing 46.45% of our outstanding shares). In 2011, our Board decided to oppose the stockholder written consent proposal a second time as it believed that the support in 2010 was based largely on older investor written consent policies. While the 2011 stockholder proposal received far less support, it was nonetheless approved by 50.19% of the votes cast (representing 38.10% of our outstanding shares). The Board continues to be concerned that stockholder action by written consent without the appropriate safeguards is not in the best interests of our Company or our stockholders, particularly when it enables uninformed action, creates stockholder disenfranchisement, or is lacking in procedural requirements. We have also received feedback from our stockholders on this issue and many expressed concerns about stockholder rights to act by written consent without procedural safeguards. Thus, our Board has determined to recommend a proposal to authorize stockholder action by written consent that is designed to avoid many of the concerns presented by the prior stockholder proposals and expressed by our stockholders. Our Board has declared advisable and has submitted to our stockholders for their approval, the amendment to our Restated Certificate of Incorporation attached hereto as~~Appendix B~~ (the “Amendment”) that would permit action by written consent of our stockholders, subject to certain procedural requirements designed to protect the best interests of the Company and all of our stockholders.

At present, our Restated Certificate of Incorporation does not permit any stockholder action by written consent. The General Corporation Law of the State of Delaware permits us to restrict stockholders’ ability to act by written consent in our Restated Certificate of Incorporation or eliminate it entirely. The Board is proposing the Amendment that, while enabling action by written consent, contains procedural safeguards to ensure a stockholder action by written consent does not occur without adequate notice, transparency, information or time. Without these procedural safeguards, stockholder action by written consent creates the potential for uninformed action and stockholder confusion and potentially disables the Company from pursuing superior alternatives in the face of an unsolicited takeover. The safeguards include the following:

•

~~To ensure that a stockholder who has little or no support for the action being proposed does not cause the Company to incur unnecessary expense or disruption caused by a consent solicitation~~, the proposed Amendment requires a minimum stock ownership threshold of 15% or more of the outstanding stock to request the Board to set a record date to determine stockholders entitled to consent, which is the same ownership threshold as is required for stockholders to call a special meeting.

•

~~To provide transparency, any~~

A stockholder ~~seeking to act by written consent would be required to provide the same information as would be required to propose a matter to be acted upon at a stockholder meeting or to nominate a director.~~

•

~~To ensure that the written consent is in compliance with applicable laws and is not duplicative~~, the written consent process would not be available for a limited number of matters, specifically: (i) those matters that would not be a proper subject for stockholder action, (ii) if an identical or substantially similar item is included in the Company’s notice of meeting for a meeting that has been called but not yet held, and is within ninety (90) days of the request to set a record date, or (iii) if the request to set a record date involved a violation of the federal proxy rules or other applicable law.

•

~~To provide the Board with a reasonable timeframe to properly evaluate and respond to a stockholder request~~, the Amendment requires that the Board must act, with respect to a valid request, to set a record date by the later of (i) twenty (20) days after delivery of a valid request to set a record date and (ii) five (5) days after delivery by the stockholder of any information requested by the Company to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent. The record date must be no more than ten (10) days after

the Board action to set a record date. Should the Board fail to set a record date by the required date, the record date is the date the first signed stockholder written consent is delivered to the Company.

•

~~To ensure that stockholders have sufficient time to consider the proposal and any statements in opposition~~, as well as to provide the Board the opportunity to present its views regarding the proposal and, in appropriate cases, to pursue superior options in a proposed change of control of the Company, the proposed Amendment would put the timing of action by written consent on the same timetable as action at a special meeting called by stockholders and by prohibiting dating and delivering consents until ninety (90) days after the delivery of a valid request to set a record date.

•

~~To protect against stockholder disenfranchisement~~, consents must be solicited from all stockholders, giving each stockholder the right to consider and act on a proposal. This protection would eliminate the possibility that a small group of stockholders could act without a public and transparent discussion of the merits of any proposed action, and without the input from all of our stockholders.

~~Without the foregoing procedural safeguards, a group of stockholders could, among other actions, remove~~ and replace the sitting Board without notice to the Company and without making publicly available information regarding this stockholder action by written consent. Further, in the most likely context in which written consent would be employed, involving a potential change of control of the Company, the uncertain timetable created by a written consent without this procedural structure would allow the action to be effective as soon as written consents representing the requisite number of votes are received, without giving the Board or our other stockholders adequate time to consider potential ramifications or suitable alternatives. This uncertainty could prevent the Board from receiving the highest value for the Company and our stockholders in a potential sale transaction, as potential bidders may not want to engage in the cost and effort of due diligence and negotiations given the possibility that at any time, without notice, the Board they were negotiating with might be replaced and a transaction agreed to with the party soliciting consents. These procedural safeguards also prevent duplicative proposals, where a similar proposal had been noticed for a meeting within ninety (90) days and require an independent inspector of elections to be able to establish the accuracy of the tabulation of the stockholder action by written consent, which is in all parties’ best interests.

If this proposal to approve the Amendment is adopted by the requisite vote of our stockholders, Article Tenth of our Restated Certificate of Incorporation will be amended as set forth in the Certificate of Amendment of Restated Certificate of Incorporation (Certificate of Amendment) attached hereto as~~Appendix B~~ ~~upon the filing of the Certificate of Amendment with the Secretary of the State of the State of Delaware and our Amended and Restated Bylaws will be correspondingly amended.~~

~~THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION.~~

~~ITEM 5~~

~~STOCKHOLDER PROPOSALS~~

~~Certain stockholders~~co-filer have informed the Company that they intend to present the ~~proposals~~proposal set forth below at our ~~2012~~2015 Annual Meeting of Stockholders, or Annual Meeting. If the ~~stockholders~~stockholder (or ~~their respective~~its “qualified ~~representatives”~~representative” as determined under our Amended and Restated Bylaws) ~~are~~is present at the Annual Meeting and properly ~~submit their respective~~submits the proposal for a vote, then the stockholder ~~proposals~~proposal will be voted upon at the Annual Meeting.

In accordance with the Federal securities laws, the stockholder ~~proposals~~proposal and supporting ~~statements are~~statement is presented below as submitted by the ~~stockholders~~stockholder and ~~are~~is quoted verbatim ~~(including footnotes)~~ and ~~are~~is in italics. The Company disclaims all responsibility for the content of the ~~proposals~~proposal and the supporting ~~statements,~~statement, including ~~websites and~~ other sources referenced in the supporting ~~statements. Any references to websites are not intended to function as a hyperlink, and the information contained on any such websites are not intended to be part of this proxy~~ statement.

FOR THE REASONS STATED IN THE BOARD’S ~~RESPONSES,~~RESPONSE, WHICH ~~FOLLOW EACH OF~~FOLLOWS THE STOCKHOLDER ~~PROPOSALS,~~PROPOSAL, THE BOARD STRONGLY AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” ~~ALL~~THE STOCKHOLDER ~~PROPOSALS #1, #2, #3 AND #4.~~PROPOSAL.

Stockholder Proposal #1

~~The UAW Retiree Medical Benefits Trust with an address of 301 North Main Street, Suite 100, Ann Arbor, MI 48104,~~Michael Burke Stansbury and Francie Rutherford, each owner of 1,679,924 shares of our Common Stock as of October 6, 2011, and the Illinois State Board of Investment with an address of 180 North LaSalle Street, Suite 2015, Chicago, Illinois 60601, owner of 202,332a purported 50 shares of our Common Stock as of December ~~1, 2011~~9, 2014, appointing Investor Voice, SPC as their representative, with an address of 10033 12th Avenue NW, Seattle, WA 98177, have notified ~~the Company that they intend~~us of their intention to submit the following proposal at our Annual Meeting. Walden Asset Management, owner of a purported 25,636 shares of our Common Stock as of December 3, 2014, has notified us that they are co-filing the ~~Annual Meeting:~~proposal.

RESOLVED: ~~That stockholders~~ Shareholders of Amgen, Inc. (“Amgen” or) hereby request the ~~“Company”) ask~~Board of Directors to initiate the ~~board~~steps necessary to amend Amgen’s governing documents to provide that all matters presented to shareholders, other than the election of directors, ~~to adopt~~shall be decided by a ~~policy that~~simple majority of the ~~board’s Chairman be~~shares voted FOR and AGAINST an independent director according to the definition set forth in the Nasdaq Listing Rules, unless Amgen’s stock ceases being listed there and is listed on another exchange, at which point that exchange’s standard of independence should apply. If the board determines that a Chairman who was independent when he or she was selected is no longer independent, the board shall promptly select a new Chairman who satisfies this independence requirement. Compliance with this requirement may be excused if no director who qualifies as independent is elected by stockholders or if no independent director is willing to serve as Chairman.item. This policy shall apply ~~prospectively so~~to all such matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.

SUPPORTING STATEMENT:

This proposal is needed because Amgen counts votes two different ways in its proxy – a practice we feel is confusing, inconsistent, does not fully honor voter intent, and harms shareholder best-interest.

Vote Calculation Methodologies, a CalPERS / GMI Ratings report, studied companies in the S&P 500 and Russell 1000 and found that 48% employ simple majority vote-counting as requested by this Proposal. See http://www.calpers-governance.org/docs-sof/provyvoting/calpers-russell-1000-vote-caculation-methodology-final-v2.pdf

Recently, Cardinal Health, ConAgra Foods, Plum Creek Timber, and Smucker’s each implemented the request of this Proposal.

The Securities and Exchange Commission dictates a specific vote-counting formula for the purpose of establishing eligibility for resubmission of shareholder-sponsored proposals. This formula – which we will call the “Simple Majority Vote” – is the votes cast FOR, divided bytwo categories of vote, the:

•

FOR votes, plus

•

AGAINST votes.

However, Amgen does not uniformly follow theSimple Majority Vote. With respect to ~~violate any contractual obligation at~~adopting a shareholder-sponsored proposal (versus determining its eligibility for resubmission), Amgen’s proxy states that abstentions “will have the same effect as votes against”.

Thus, results are determined by the votes cast FOR a proposal, divided by not two, butthree categories of vote:

•

FOR votes,

•

AGAINST votes, plus

•

ABSTAIN votes.

At the same time as Amgen applies this more restrictive formula thatincludes abstentions to shareholder-sponsored items (and other management ones), it ~~is adopted.~~employs the Simple Majority Vote andexcludes abstentions for management’s Proposal 1 (in uncontested director elections), saying they “will not count”.


								ITEM 4 — STOCKHOLDER PROPOSAL

~~SUPPORTING STATEMENT~~These practices boost the appearance of support for management’s Proposal 1, but depress the calculated level of support for other items – including every shareholder proposal.

~~Amgen’s CEO Kevin Sharer also serves~~Invariably, abstaining voters havenot followed a Board’s typical recommendation to vote AGAINST every shareholder-sponsored item. Despite this, Amgen counts every abstain vote – without exception – as ~~Chairman of~~if the ~~Company’s board.~~ voter agreed with the Board’s AGAINST recommendation.

In our view, ~~an independent board chair promotes greater board effectiveness. The primary duty~~Amgen’s use of ~~a board of directors~~two vote-counting formulas is ~~to oversee the management of a company on behalf of its stockholders,~~confusing, inconsistent, does not fully honor voter intent, and ~~we believe that the combined CEO~~harms shareholder best-interest.

Therefore, please vote FOR good governance and ~~chair compromises this important oversight function. It also weakens the board’s ability to exercise strong and independent leadership.~~Simple Majority Voting at Amgen.

In March 2009, the Chairman’s Forum, a group of over 50 current and former board chairman, directors, chief executives, investors and governance experts hosted by Yale’s Millstein Center, endorsed the voluntary adoption of independent, non-executive chairmen of the board, finding that “[t]he independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.” (Chairing the Board: The Case for Independent Leadership in Corporate North America, Yale Millstein Center, 2009).~ ~ ~

The Board of Directors recommends a vote “AGAINST” the Stockholder Proposal #1 for the following reasons:

Our Board of Directors has considered this proposal and has concluded that it is not in the best interests of the Company or its ~~stockholders.~~stockholders to adopt the proponent’s vote-counting methodology.

Our stockholder approval standard and vote counting methodology of including abstentions adheres to Delaware law. The Company is incorporated in the State of Delaware and, therefore, Delaware law governs the voting standards for action by the Company’s stockholders. The required vote for action by the Company’s stockholders follows the default approval standard for stockholder action under Delaware law. The Company’s Amended and Restated Bylaws provide that, except in the election of directors, as otherwise provided by the Company’s governing documents ~~permit~~or required by applicable laws, rules and regulations, when a quorum is present, the ~~roles~~affirmative vote of the ~~Chairman~~holders of a majority of the shares present (in person or by proxy) and ~~CEO~~entitled to ~~be filled by~~vote is required to approve any matter brought before a stockholder meeting. We believe the majority of Delaware corporations adhere to the same ~~or different individuals.~~default voting standard.

Under Delaware law, abstention votes are considered shares “entitled to vote.” Accordingly, in the vote tabulation for matters that require the affirmative vote of the majority of the shares present and entitled to vote, abstentions are not included in the numerator (because they are not affirmative votes), but are included in the denominator as shares entitled to vote. Therefore, abstentions under this standard have the same practical effect as a vote “against” a proposal.

Our vote counting methodology applies identically to management-sponsored proposalsand stockholder proposals. In its supporting statement, the proponent focuses on the effect that counting abstentions has on stockholder proposals. As disclosed in this proxy statement, abstention votes are included in the vote count for each of these management-sponsored proposals and have the same practical effect as a vote against them. This ~~flexibility permits~~vote count standard does not favor these management-sponsored proposals over the stockholder proposals. Both are treated equally.

Our Board of Directors believes that since stockholders are made aware of the treatment and effect of abstentions, counting abstention votes effectively honors the intent of our stockholders.Stockholders typically have three voting choices for a particular proposal: for; against and abstain. In the proxy statement for the annual meeting, the Company discloses the vote required to approve each proposal, and also describes how abstentions will be counted in the vote tabulation and the effect of abstentions on the outcome of a matter. The Company’s stockholders are informed that if they vote “abstain” on a proposal other than the election of directors, their vote will have the same practical effect as an “against” vote, and the Board ~~to choose a leadership structure~~believes that ~~can be tailored to~~counting abstention votes effectively honors the ~~strengths~~intent of the Company’s ~~officers~~stockholders. If a stockholder elects to abstain on a matter, the Board believes that the stockholder recognizes the impact of the vote and expects it to be included in the vote count.

Furthermore, the Board believes that abstentions serve a worthwhile purpose. The proponent of an item of business,


								ITEM 4 — STOCKHOLDER PROPOSAL

be it management or a stockholder, bears the burden of persuading a majority of stockholders to affirmatively vote in favor of the item. Consistent with conversations we have had with some of our stockholders, the proponent’s own cited source recognizes the value of abstentions, noting, “that some institutional investors abstain on shareholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.”⁽¹⁾ We therefore do not believe it would be in our stockholders’ best interest or effective corporate governance to disregard these views.

Our Board of Directors believes that lowering the approval standard for proposals would be poor corporate governance.The proponent requests that abstentions be ignored for all matters presented to the Company’s stockholders. Ignoring abstention votes would lower the approval standard and effectively make approval easier. Except with respect to the election of directors and ~~best addresses~~matters that require, statutorily or otherwise, a different vote, the Board believes that a proposal—whether management-sponsored or stockholder-sponsored—should receive more “for” votes than the sum of “against” and “abstain” votes in order to constitute approval by the Company’s ~~evolving and highly complex business. Each year,~~stockholders. Moreover, the proponent’s argument of using the “SEC Standard” of excluding abstentions in vote tabulations is based on the SEC’s vote-counting rules for determining whether a stockholder may resubmit a proposal for inclusion in a company’s proxy statement. These rules do not govern whether a stockholder proposal has been approved by stockholders. It may be that in this limited context the SEC

wished to set a lower bar to enable stockholders to more easily resubmit proposals. However, in other contexts, the SEC promotes voting standards similar to ours. For instance, the SEC expressly requires a form of proxy to include an abstention option with respect to the advisory vote on the frequency of advisory vote on executive compensation. The Board ~~reviews its leadership structure to determine whether combining~~believes that it would not be effective corporate governance or ~~separating the roles of Chairman and CEO is in~~serve the best interests of the ~~Company~~Company’s stockholders to take one voting standard that an organization applies to a specific context and ~~its~~adopt that standard universally.

Faced with similar proposals in 2014, stockholders overwhelmingly did not support the adoption of the proposed vote counting methodology. In 2014, three companies included a similar proposal from Investor Voice in their 2014 annual meeting proxy statements. Each of those proposals received less than 13% support from stockholders. ~~As part~~The proponent’s supporting statement claims that ConAgra Foods has implemented the request of this proposal yet ConAgra Food’s 2014 annual meeting proxy statement proposal on this topic received just 12.6% of its ~~December 2011 evaluation,~~stockholders’ support and we have found no evidence in public filings that ConAgra Foods has indeed implemented the ~~Board has determined that combining the roles~~subject of ~~Chairman and CEO in Mr. Sharer at~~ this ~~time offers several distinct benefits~~proposal. Additionally, Investor Voice failed to the Company and its stockholders. After considering Mr. Sharer’s unique insight, along with the Company’s current corporate governance structure, including its strong emphasis on Board independence, a strong independent presiding director and focus on Board and committee involvement, the Board concluded that the Company can more effectively execute its strategy and business plans to maximize stockholder value if Mr. Sharer continues to hold the positions of Chairman and CEO.

Independent oversight of management is a keystone of the Company’s corporate governance structure. The Board believes that the interests of the Company and its stockholders are best served when the Board’s independent members are fully involved in the Company’s operations. The Board does not consider the mandated separation of the Chairman and CEO to be necessary to accomplish this goal. The Company achieves independent oversight of executive management through the composition of the Board, through use of a presiding independent director and through the Company’s corporate governance policies and practices.

The Board remains committed to having both a substantial majority of independent directors and a strong committee system. 12 out of the 14 director nominees (over 85%) are independent as defined by the NASDAQ listing standards and the requirements of the SEC, with Messrs. Sharer and Bradway representing the sole exceptions. All members of the Board’s key committees (Audit, Compensation and Management Development, Corporate Responsibility and Compliance and Governance and Nominating) are independent. This means that oversight of critical issues such as the integrity of the Company’s financial statements, the efficacy of the Company’s enterprise risk management program, executive compensation decisions (including for Mr. Sharer), and the development and implementation of the Company’s corporate governance policies and practices is entrusted to independent directors. The Company’s independent directors routinely meet without the presence of executive management, including at each regularly scheduled Board meeting, to review the Company’s performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items, as needed. Mr. Sharer,attend our ~~CEO, will be stepping down from his position as CEO effective as of the 2012~~2014 Annual Meeting of Stockholders to properly present the proposal and ~~will continue~~so it was not properly placed before the meeting. However, had it been presented, based on voting information as ~~Chairman until December 31, 2012, at which time he will retire~~of immediately prior to our meeting, it would have received very low support (approximately 5.4%) from ~~that position. The independent members of the Board announced that Mr. Bradway will succeed~~our stockholders.

Mr. Sharer as CEO effective May 23, 2012. The Board announced their intention to elect Mr. Bradway as Chairman when Mr. Sharer retires from that position at the end of 2012 and the Board will elect a lead independent director at that time.

~~Additionally, Dr. Coffman, as Chair of the Governance and Nominating Committee, serves as the current presiding independent director. Dr. Coffman’s primary responsibilities include:~~

~~acting as the principal liaison to the Chairman regarding the views of, and any concerns or issues raised by, the independent directors;~~

~~setting the agenda for and presiding at all meetings of the independent directors and apprising the Chairman of the issues considered when necessary and appropriate;~~


								1.	Company policy and procedures governing the lobbying of legislators and regulators, including that done on our company’s behalf by trade associations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications.

A listing of payments (both direct and indirect, including payments to trade associations) used for direct lobbying as well as grassroots lobbying communications, including the amount of the payment and the recipient.

~~Membership in and payments to any tax-exempt organization that writes model legislation or endorses legislation.~~

~~Description of the decision making process and oversight by the management and Board for~~

~~direct and indirect lobbying contribution or expenditure; and~~

~~expenditures for grassroots lobbying.~~

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation, (b) reflects a view on the legislation and (c) encourages the recipient of the communication to take action with respect to the legislation.

~~Both “direct and indirect lobbying” and “grassroots lobbying communication” include efforts at the local, state and federal levels.~~

~~The report shall be presented to the Audit Committee of the Board or other relevant oversight committees of the Board and posted on the company’s website.~~

~~Supporting Statement~~

As stockholders, we encourage transparency and accountability on the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly as well as grassroots lobbying initiatives. We believe such disclosure is in stockholder’s best interests. Absent a system of accountability, company assets could be used for policy objectives contrary to a company’s long-term interests posing risks to the company and stockholders.

Amgen spent approximately $22.7 million in 2009 and 2010 on direct federal lobbying activities, according to disclosure reports (U.S. Senate Office of Public Records). This figure may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures to influence legislation or regulation.

~~Such expenditures and contributions can potentially involve the company in controversies posing reputational risks.~~

~~We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.~~

~~Board Response to Stockholder Proposal #3~~

~~The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #3 for the following reasons:~~

~~Our Board of Directors has considered this proposal and has concluded that it is not in the best interests of the Company or its stockholders.~~

The Company recognizes the importance of sound public policy in achieving our goal of serving patients by providing therapies that restore health and save lives. Accordingly, it is in the best interests of the Company and its stockholders for the Company to participate in the political process. The Company is committed to transparency in this regard and its contributions and expenditures are well documented as required by existing disclosure requirements and internal policies. As such, the Board believes that producing the report requested by this proposal would be an unnecessary use of the Company’s resources without a commensurate benefit.

The Board is dedicated to the highest standard of legal compliance, ethical behavior and accurate disclosure to the public. The Corporate Responsibility and Compliance Committee of the Board annually reviews the Company’s policies, practices and philosophy regarding making political contributions. Contributions are made in accordance with Company policies approved by senior management and are audited on a regular basis. In addition, the Company strictly complies with the disclosure obligations imposed by the numerous federal, state and local laws that regulate the Company’s political contributions and expenditures at all levels. The Company publicly discloses and regularly updates information regarding its political contributions and lobbying expenditures at www.amgen.com/about/corporate_governance_political_contributions.html. The Company also discloses all of its U.S. lobbying activities to the U.S. House of Representatives and the Company’s corporate contributions and political action committee contributions made to candidates and organizations are publicly disclosed in compliance with the U.S. Congress’s Honest Leadership and Open Government Act.

The Board believes that a combination of the voluntary disclosure on our website and the ample, legally-mandated public disclosure is sufficient to address the concerns cited in this stockholder proposal. Any additional disclosure would impose an unnecessary administrative burden on the Company while providing little, if any, value to the Company’s stockholders. Furthermore, the disclosure of the decision making process behind the Company’s contributions and expenditures could place the Company at a competitive disadvantage by revealing our long-term business strategies and priorities. Accordingly, the Board does not believe that implementing the proposal is in the best interests of the Company or its stockholders.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL # 3.~~

~~Stockholder Proposal #4~~

Mr. William Steiner with an address of 112 Abbottsford Gate, Piermont, NY 10968, owner of at least 500 shares of our Common Stock as of December 12, 2011, has notified the Company that he intends to submit the following proposal at the Annual Meeting:

~~4 -~~ ~~CEO to Serve on a Maximum of One Other Board~~

RESOLVED, Shareholders request that our board of directors adopt a policy that allows our Chief Executive Officer to serve on no more than one outside board of directors of a public company that has a market capitalization of more than $200 million. This policy would address any possible need for any exception to this rule.

While our CEO Kevin Sharer was paid $21 million by Amgen he was overextended by directorships on the boards of Northrop Grumman (annual sales of $30 billion) and Chevron (annual sales of $233 billion). Mr. Sharer was also on the Chevron executive pay committee (and Chevron was rated high concern for executive pay by The Corporate Library). Plus Northrop Grumman is no longer headquartered in California.

The merit of this proposal should also be considered in the context of the opportunity for additional improvement in our company’s 2011 reported corporate governance in order to make our company more competitive:

The Corporate Library, an independent investment research firm, rated our company “D” with “High Governance Risk” and “High Concern” in Executive Pay – $21 million for Kevin Sharer, our CEO. Mr. Sharer was also potentially entitled to $24 million if there was a change in control.

Our company continued to give out discretionary bonuses – new CFO Jonathan Peacock received a $1 million sign-on bonus. Sign-on bonuses in the form of cash and not tied to performance are not in the best interests of shareholders. In addition, long-term incentive pay for executives continued to include time-vesting equities in the form of market-priced stock options and restricted stock units.

Vance Coffman, on our audit and nomination committees, was designated a “Flagged (Problem) Director” by The Corporate Library due his chairmanship of Bristol-Myers’ audit committee when Bristol-Myers settled an SEC suit alleging substantial accounting fraud. Two-thirds of our nomination committee individually received 17% in negative votes.

The proposal for shareholders to act by written consent received 51% and 63% votes in consecutive years and management did not move to adopt it. In fact management spent extra money to oppose the written consent proposal but could not stop our 51% vote. However, Andrea Robinson, assistant secretary, said it is important to understand Amgen’s shareholder base and how they feel about particular issues.

Mr. Sharer allowed no questions at our 2010 annual meeting when the election of directors and auditors were introduced for voting. Mr. Sharer boasted that he held 85% of proxies and would not even allow our audit firm to answer a question.

~~Please encourage our board to respond positively to this proposal to increase CEO focus on our company’s challenges – Yes on 4.~~

~~Board Response to Stockholder Proposal #4~~

~~The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #4 for the following reasons:~~

~~Our Board of Directors has considered this proposal and has concluded that it is unnecessary and not in the best interests of the Company or its stockholders.~~

The Board understands that it is important that our Chief Executive Officer, or CEO, is not overcommitted due to his service on outside boards of directors. The Board also recognizes that the time our CEO spends as a director of outside companies provides him with insight and experience that enhances his value to the Company. To balance these interests, the Board has adopted corporate governance principles requiring our CEO to limit his service on outside boards of directors to ensure that such participation does not interfere with his ability to fulfill his duties to the Company. In furtherance of this policy, the corporate governance principles prohibit our CEO from serving on more than two outside public company boards of directors. In addition, the Governance and Nominating Committee must review and consent to each outside board membership that our CEO desires to accept. This process allows the Governance and Nominating Committee to assess whether our CEO’s commitments might interfere with his effective service to the Company.

The Board believes that the current policy strikes an appropriate balance between permitting our CEO to gather experience as a director on outside boards of directors and preventing him from becoming overcommitted. This proposal would arbitrarily restrict board service, thereby reducing the diversity of issues and insights to which our CEO is exposed and would not be in the best interests of the Company or its stockholders.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #4.~~

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS


								SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS


Name	RSUs and Dividend Equivalents Included		Stock Options Included		RSUs and Dividend Equivalents Excluded
David Baltimore		0		20,000		0
Frank J. Biondi, Jr.		0		15,000		15,396
François de Carbonnel		0		5,000		2,125
Vance D. Coffman		0		20,000		8,419
Robert A. Eckert		0		20,000		3,741
Greg C. Garland		0		0		0
Rebecca M. Henderson		0		8,000		7,507
Frank C. Herringer		0		20,000		16,828
Tyler Jacks		0		20,000		1,828
Judith C. Pelham		0		0		0
Ronald D. Sugar		0		30,000		7,176
R. Sanders Williams		0		0		0
Robert A. Bradway		14,440		284,500		0
Anthony C. Hooper		3,016		0		0
David W. Meline		0		0		0
Sean E. Harper		5,056		37,000		0
Madhavan Balachandran		2,405		21,750		0
Michael A. Kelly		1,192		1,777		0
Jonathan M. Peacock		0		0		0


								SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS


								CORPORATE GOVERNANCE

Our Board of Directors, or Board, is governed by our ~~corporate governance principles,~~Amgen Board of Directors Corporate Governance Principles, or Corporate Governance Principles, which are amended from time to time to incorporate certain current best practices in corporate governance. ~~The corporate governance principles~~Our Corporate Governance Principles may be found on our website atwww.amgen.comand are available in print upon written request to the Company’s ~~Secretary.~~Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A. The Board’s corporate governance practices include the following:

•

Lead Independent Director. The independent members of the Board elect a lead independent director on an annual basis. The lead independent director has specific responsibilities and authorities as discussed below. Vance D. Coffman currently serves as our lead independent director.

•

Regular Executive Sessions of Independent ~~Directors~~Directors.—Our independent directors meet privately on a regular basis. ~~The chairman of the Governance and Nominating Committee, or Governance Committee, is~~Dr. Coffman, as our ~~presiding~~lead independent director, ~~who~~ presides at such ~~meetings and has the additional responsibilities and authorities discussed below.~~meetings.

•

Majority ~~Stockholder Votes~~Approval Required for Director ~~Elections~~Elections.—If an incumbent director up for re-election at a meeting of stockholders fails to receive a majority of affirmative votes in an uncontested election, the Board will adhere to the director resignation policy as provided in ~~our~~the Amended and Restated ~~Bylaws.~~Bylaws of Amgen Inc.

•

Board Access to ~~Management~~Management.—We afford our directors ready access to our management. Key members of management attend Board and committee meetings to present information concerning various aspects of the Company, its operations and results. The Corporate Responsibility and Compliance Committee, or Compliance Committee, members also have regular meetings in executive session with our Chief Compliance Officer, and the Audit Committee members have regular meetings in executive session with our internal ~~auditors.~~auditors and separate meetings in executive session with our head of Corporate Audit.

•

Board Authority to Retain Outside ~~Advisors~~Advisors.~~—The~~ Our Board ~~vests its~~ committees ~~with~~have the authority to retain outside advisors.

The Audit Committee has the sole authority to ~~hire~~appoint, compensate, retain and ~~terminate~~oversee the independent registered public accountants. The Compensation and Management Development Committee, or Compensation Committee, has the sole authority to ~~hire~~appoint, compensate, retain and ~~terminate~~oversee compensation advisors for senior management compensation review. The Governance and Nominating Committee, or Governance Committee, has the sole authority to ~~hire~~appoint, retain and ~~terminate~~replace search firms to identify director candidates and compensation advisors for our directors’ compensation review.

•

Director Limitation on Number of ~~Boards~~Boards.—A director who is currently serving as our Chief Executive Officer, or CEO, should not serve on more than two outside public company boards. No director should serve on more than five outside public company boards.

•

Director Tenure. Our average Board tenure is substantially less than the Standard & Poor’s 500 average.

•

Director Retirement ~~Age~~Age.—The Board has established a retirement age of 72. A director ~~will~~is expected to retire from the Board on the day of the annual meeting of stockholders following his or her 72^nd72nd birthday. ~~The~~After due consideration, the Board has ~~determined~~waived the retirement age with respect to David Baltimore based on its determination that it would be beneficial to have Dr. ~~David Baltimore’s service transition with that~~Baltimore continue to serve as a director due to his unique scientific knowledge and deep understanding of ~~Dr. Tyler Jacks to facilitate such transition~~the research and development activities and operations of the Company. The Board has waived the retirement age with respect to ~~Dr. Baltimore (who is currently 74 years old). Dr. Baltimore will retire from the Board~~Frank Herringer based on its determination that it would be beneficial to have Mr. Herringer continue to serve as ~~of the 2013 annual meeting of stockholders.~~a director due to his financial acumen and Company knowledge and experience.

•

Director Changes in Circumstances ~~Evaluated~~Evaluated.—If a director has a substantial change in principal business or professional affiliation or responsibility, including a change in principal occupation, he or she shall offer his or her resignation to the chairman of the Governance


								CORPORATE GOVERNANCE

Committee. The Governance Committee determines whether to accept the resignation based on what it believes to be in the best interests of the Company and ~~its~~our stockholders.

•

Director Outside Relationships Require ~~Pre-Approval~~Pre-Approval.—Without the prior approval of disinterested members of the Board, directors should not enter into any transaction or relationship with the Company in which they will have a financial or a personal interest or any transaction that otherwise involves a conflict of interest.

•
Director Conflicts of ~~Interest—~~Interest.If an actual or potential conflict of interest arises for a director or a situation arises giving the appearance of an actual or potential conflict, the director must promptly inform the Chairman of the Board, or Chairman, or the chairman of the Governance Committee. All directors will recuse themselves from any discussion or decision found to affect their personal, business or professional interests.

•

Regular Board and Committee ~~Evaluations~~Evaluations.—The Board and the Audit, Compensation, Compliance and Governance Committees each have an annual evaluation process which focuses on their role and effectiveness, as well as fulfillment of their fiduciary duties. In 2014, the evaluations were each completed anonymously to encourage candid feedback. The Board ~~and Governance Committee~~ completed ~~their evaluations~~its evaluation in December ~~2011,~~2014, while the Audit, ~~Committee,~~ Compensation, ~~Committee~~Compliance and ~~Compliance Committee~~Governance Committees each completed its assessment in October ~~2011~~2014 for further evaluation by the Governance Committee in ~~December.~~December 2014. The results of the committee evaluations are reported to and reviewed by the full Board. Each committee and the Board was satisfied with its ~~performance.~~performance and considered to be operating effectively, with appropriate balance among governance, oversight, strategic and operational matters.

Our Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating and recommending to the Board nominees for ~~the~~ annual election to the Board and to fill vacancies as they arise. The Governance Committee reviews, periodically with the Board, the composition and size of the Board, ~~reviews~~ each committee’s performance and ~~recommends, if~~makes recommendations, as necessary, ~~measures to be taken~~ so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity advisable for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations.

The Governance Committee maintains guidelines for selecting nominees to serve on the Board and for considering stockholder recommendations for nominees. The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement as

Appendix AA.. Among other things, Board members should possess demonstrated breadth and depth of management and leadership experience, financial and/or business acumen or relevant industry or scientific experience, integrity and high ethical standards, sufficient time to devote to the Company’s business, the ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders, the ability to comply with the Amgen Board of ~~Directors’~~Directors Code of Conduct and a demonstrated ability to think independently and work collaboratively. In addition, although the Governance Committee does not maintain a diversity policy, the Governance Committee considers diversity in its determinations. Diversity includes race, ethnicity, age and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience and scientific and academic expertise, geography and personal backgrounds.


								CORPORATE GOVERNANCE

Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. The Board has currently determined that it is in the best interests of the Company and ~~its~~our stockholders to have ~~Mr. Kevin W. Sharer,~~Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active ~~presiding~~lead independent director. As such, Mr. ~~Sharer~~Bradway holds the position of Chairman, ~~and~~ CEO and President, and Dr. ~~Vance D.~~ Coffman ~~the chairman of our Governance Committee~~ serves as the ~~presiding~~lead independent director. Mr. Sharer will be stepping down from his position as CEO effective as of the 2012 Annual Meeting of Stockholders, or Annual Meeting, and will continue on as Chairman until December 31, 2012, at which time he will retire from that position. Mr. Robert A. Bradway, our President and Chief Operating Officer, will succeed Mr. Sharer as CEO effective May 23, 2012 and the Board has announced their intention to elect Mr. Bradway as Chairman when Mr. Sharer retires from that position at the end of 2012. The Board has also announced their intention to elect a lead independent director at that time.

Corporate Governance ~~Structure~~Structure.. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active ~~presiding~~lead independent director and strong Board and committee involvement, provides sound and robust oversight of management.

~~Board Independence~~Director Independence.. At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations regarding director independence to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.

~~Twelve~~12 out of the ~~fourteen~~13 director nominees (over ~~85%~~92%) are independent as defined by The NASDAQ Stock Market, or NASDAQ, listing standards and the requirements of the Securities and Exchange Commission, or SEC, with the ~~exceptions~~exception being ~~Messrs. Sharer and~~Mr. Bradway. All of our directors are elected annually.

~~Presiding~~Lead Independent Director. The lead independent director is elected by the independent members of the Board on an annual basis. Dr. Coffman ~~the chairman of our Governance Committee, serves~~has served as the ~~presiding~~lead independent ~~director.~~director since January 1, 2012. His term was extended by the independent members of the Board in December 2014 and he was re-elected to serve for an additional term by the independent members of the Board in March 2015. In such position, heDr. Coffman serves as a means for regular communication between the independent directors and Mr. ~~Sharer,~~Bradway, keeping Mr. ~~Sharer~~Bradway apprised of any concerns, issues or determinations made during the independent sessions, and consults with Mr. ~~Sharer~~Bradway on other matters pertinent to the Company and the Board. The ~~presiding~~lead independent ~~director chairs the independent sessions of the Board, as well as~~director’s additional responsibilities include:

Presiding at meetings of the Board at which ~~Mr. Sharer~~the Chairman is not ~~present.~~present, including executive sessions of the independent directors;

Serving as a liaison between the Chairman and the independent directors;

Previewing the information to be provided to the Board;

Approving meeting agendas for the Board;

Assuring that there is sufficient time for discussion of all meeting agenda items;

Organizing and leading the Board’s evaluation of the CEO;

Being responsible for leading the Board’s annual self-assessment;

Having the authority to call meetings of the independent directors; and

If requested by major stockholders, ensuring that he/she is available for consultation and direct communication.

Key Committees Comprised of Independent ~~Directors~~Directors.. The Audit, ~~Committee, the~~ Compensation, ~~Committee, the~~ Compliance ~~Committee~~ and ~~the~~ Governance ~~Committee~~Committees are each composed solely of independent directors and provide independent oversight of management. In addition, the Audit, Compensation and ~~Compensation~~Compliance Committees meet in executive session ~~at all~~on a regular ~~meetings~~basis with no members of management present (unless otherwise requested by the committee). Each of our committees effectively manages ~~their~~its Board delegated duties and communicates regularly with the Chairman and members of management. In addition, the Compensation Committee has an effective process for monitoring and evaluating Mr. ~~Sharer’s~~Bradway’s compensation and performance. Each committee chair ~~reports~~provides a report on committee meetings held to the full Board at each regular meeting of the Board.

Independent Directors ~~Sessions~~Sessions.. At each regularly scheduled Board meeting, the independent directors ~~generally~~ meet in an executive session without ~~Messrs. Sharer and~~Mr. Bradway to review Company performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items. These independent sessions are organized and chaired by our ~~presiding~~lead independent director.

Annual ~~Assessment~~Assessment.. As part of the Board’s annual self-evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of


								CORPORATE GOVERNANCE

Chairman and CEO is in the best interests of the Company and ~~its~~our stockholders.

Benefits of Combined Leadership Structure.The Board believes that the Company and ~~its~~our stockholders ~~has~~have been best served by having Mr. ~~Sharer~~Bradway in the role of Chairman and CEO ~~through May 23, 2012 and will continue to be the best served by having Mr. Sharer continue in the role of Chairman for the remainder of 2012 to assist Mr. Bradway in his transition to his new role~~ for the following reasons:

Mr. ~~Sharer~~Bradway is most familiar with our ~~highly complex and long-cycle~~ business and the unique challenges we face. Mr. ~~Sharer’s~~Bradway’s day-to-day insight into our challenges facilitates a timely deliberation by the Board of important matters.

Mr. ~~Sharer~~Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. ~~Sharer’s wealth of~~Bradway’s knowledge regarding ~~Company~~our operations and the industries and markets in which we compete positions him to identify and prioritize matters for Board review and deliberation.

As Chairman and CEO, Mr. ~~Sharer has served~~Bradway serves as an important bridge between the Board and management and ~~provided~~provides critical leadership for carrying out our strategic initiatives and confronting our challenges. ~~During the remainder of the time that Mr. Sharer serves as Chairman, the~~The Board believes that Mr. ~~Sharer will bring~~Bradway brings unique insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder ~~value in this period of transition.~~value.

The strength and effectiveness of the communications between Mr. ~~Sharer~~Bradway as our Chairman and Dr. Coffman as our ~~presiding~~lead independent director results in effective Board oversight of the issues, plans and prospects of our Company.

This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and consistent leadership direction and provides a collaborative and collegial environment for Board decision making.

Flexibility of ~~Board.~~the Leadership Structure. The Board is committed to high standards of corporate governance. ~~Our Company and its management team is undergoing great changes as it evolves over time.~~ The Board values its flexibility to select, from time to time, a leadership structure that is best able to serve the Company’s

and stockholders’ best interests based on the qualifications of individuals available and circumstances existing at the time. As such, the Board regularly evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and ~~its~~our stockholders. The Board believes that a policy limiting its flexibility to choose, consistent with its fiduciary duties, a leadership structure that will enable the Company to most effectively execute its strategy and business plans to maximize stockholder value would be detrimental to the Company and ~~its~~our stockholders.

The Board’s Role in Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the Company’s objectives, including strategic objectives to improve long-term financial and operational performance and enhance stockholder value. Our Board believes that a fundamental part of risk management is ~~not only~~ understanding ~~control and mitigation of~~ the risks that we face, ~~but also understanding what level~~monitoring these risks and adopting appropriate control and mitigation of ~~risk is appropriate for our Company and how that level of risk may change over time or due to circumstances.~~these risks. We believe that the risk management areas that are fundamental to the success of our annual and strategic plans include ~~certainty~~the areas of ~~supply, product safety, the resiliency of our business operations, the direction and productivity of our~~ product development, ~~efforts, legal~~safety, supply, quality, value and ~~regulatory compliance~~access, sales and ~~the reliability of public~~promotion and ~~private reimbursement systems,~~corporate development, as well as protecting our assets (financial, intellectual property and information), all of which are managed cross-functionally by senior executive management reporting directly to our CEO.

We have implemented an Enterprise Risk Management, or ERM, program, which is a Company-wide effort to identify, assess, manage, report and monitor enterprise risks and risk areas that may affect our ability to achieve ~~our strategic~~the Company’s objectives. The ERM program involves our Board, our management and other personnel and is overseen by one of our senior executive officers. Enterprise risks are identified and managed by management and the business functions and, as discussed below, are overseen by the Board or the appropriate Board committee. ~~At least annually the~~


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At each regular meeting, or more frequently as needed, the Board considers reports from each of the committees set forth above, which reports ~~often~~may provide ~~considerable~~additional detail on risk management issues and management’s response.

Compensation Risk Management

~~In 2011,~~On an annual basis, management, working with the Compensation Committee’s independent compensation consultant, ~~conducted~~conducts an assessment of the Company’s compensation policies and practices for all staff members generally, and for our staff members who participate in our sales incentive compensation program, for material risk to the Company. The results of this assessment ~~were~~are reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and Company-wide goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us.

In evaluating our compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee and its independent consultant believe discourage excessive risk-taking, including the factors described below:

Our compensation programs consist of a mix of incentives that are tied to varying performance periods and are designed to balance our need to drive our current performance with the need to position the Company for longer-term success.

Of this mix of incentives, Company-wide results are the most important factor in determining the amount of an incentive award for each of our staff members. Additionally, we ~~limit~~cap short-term incentives and make long-term incentive, or LTI, equity awards a component of compensation for nearly all of our full-time staff members. In particular, the CEO and the other executive officers participate in compensation plans that are designed so that the largest component of their compensation is in the form of LTI equity awards to ~~ensure that a significant portion of their compensation is associated with long-term outcomes rather than short-term outcomes, which aligns these individuals’ interests with our stockholders.~~


								CORPORATE GOVERNANCE

ensure that a significant portion of their compensation is associated with long-term, rather than short-term, outcomes, which aligns these individuals’ interests with our stockholders.

We employ strong practices with respect to equity awards: we do not award mega-grants, discounted stock options or immediately ~~vesting~~vested stock options to staff members; we have grant guidelines that generally limit the ~~time period in which we can make~~grant date for our equity grants to ~~two~~the third business ~~days~~day after our announcement of quarterly earnings and we prohibit staff members from hedging the economic risk of our Company’s Common Stock.

We have robust stock ownership guidelines for vice presidents and above that require significant investment by these individuals in our ~~Company’s~~ Common Stock.

Our Company values and leadership behaviors are an integral part of the performance assessments of our staff members and are particularly emphasized in our assessment tools at higher positions. These evaluations serve as an important information tool and basis for compensation decisions.

The Compensation Committee retains full discretion to reduce or eliminate annual cash incentive awards to our executive officers and can ~~modify,~~ and has modified awards downwards.

We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement.

We have recoupment provisions that expressly allow the Compensation Committee or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award.

Our Insider Trading Policy prohibits pledging and hedging our Common Stock.

Our Board has adopted two codes of business conduct and ethics, one that applies to our directors and the second which applies to all of our staff members, including our executive officers. ~~The Company~~We also ~~has~~have a Code of Ethics for ~~Senior Financial Officers.~~senior financial officers. To view our codes of business conduct, please visit our website at~~www.amgen.com.~~www.amgen.com. We intend to

disclose any future amendments to certain provisions of our ~~code~~codes of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers, at the same location on our website identified above. There were no waivers of any of the codes of business conduct or the ~~code~~codes of ethics in ~~2011.~~2014.

At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.

The Board has determined that each of our non-employee directors is independent under the listing standards of NASDAQ and the requirements of the SEC. Mr. ~~Sharer~~Bradway is

not independent based on his service as our CEO and President. Mr. Bradway is ~~not independent based on his services as our President and Chief Operating Officer. Messrs. Sharer and Bradway are~~ the only ~~directors~~director who also ~~serve~~serves us in a management capacity. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. ~~The Board’s independence determinations included reviewing~~All of the ~~following~~reviewed transactions and ~~arrangements:~~arrangements were entered into in the ordinary course of business and none of the business transactions, donations or grants involved an


								CORPORATE GOVERNANCE

amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served in any capacity other than as a director of a publicly held-corporation or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which our directors serve as professors or employees. The following types and categories of transactions, relationships and arrangements were considered by our Board in making its independence determinations:

~~Drs. Coffman, Henderson, Omenn and Sugar and Messrs. Biondi, de Carbonnel, Herringer and Schaeffer and Ms. Pelham are affiliated with and/~~Each of our independent directors (or their immediate family members), currently serves or ~~are members of~~has previously served within the board of directors, scientific advisory board or board of trustees of companies (or healthcare institutions) with which we do business and/or to which The Amgen Foundation, Inc. makes grants or matching gifts.

~~Drs. Baltimore, Coffman, Henderson, Omenn and Sugar and Messrs. Biondi, Herringer and Schaeffer and Ms. Pelham have each served~~last three years as a professor, trustee, director, or member of ~~the board of governors, board of overseers, board of fellows, board of visitors or other advisory~~a board, council or committee for one or more colleges, ~~and~~ universities or ~~one or more~~ non-profit, charitable organizations, ~~and/or~~including research or scientific ~~institutions. We have a variety of dealings with these~~ institutions, ~~and entities, including:~~

~~Research and development, including specialized lab services;~~

~~Consulting and promotional and advertising services;~~

Donations and grants, including for fellowship stipend support for graduate student research, independent medical education, healthcare sponsorships and programs, symposia and honoraria and membership fees; and

to which The Amgen Foundation, Inc. ~~grants~~has made matching donations under our Amgen matching gift program that is available to all of our employees and ~~charitable matching contributions.~~directors, or has made grants.

Each of our independent directors (or their immediate family members), other than Ms. Pelham, currently serves

or has previously served within the last three years as a member of the board of directors or the board of trustees or an advisory board for an entity with which Amgen has business transactions or to which Amgen makes donations or grants. The business transactions include, among other things, purchasing supplies, equipment and software licenses, repair and maintenance fees, healthcare sponsorships and programs, utilities, clinical trials, research and development expenses, executive education, conferences and limited consulting services.

Drs. Baltimore, Henderson, Jacks and Williams currently serve as professors for universities to which Amgen has made payments for certain business transactions such as symposiums, conferences, clinical trials, training and research and development expenses, software licenses and maintenance fees, as well as for grants.

None of our directors directly or indirectly provides any professional or consulting services to us and none of our directors currently has or has had any direct or indirect material interest in any of ~~these~~the above transactions and ~~arrangements and the~~arrangements. The Board determined that these transactions and arrangements did not warrant a determination that the director was not independent.

The Board held seven meetings in ~~2011~~2014 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. ~~Mr. Bradway~~Dr. Williams was appointed to the Board in October ~~2011~~2014 and attended all meetings of the Board and committees on which he served in 2014 after the date of his appointment. The independent directors ~~generally~~ meet in executive session without management, ~~present,~~ including ~~Messrs. Sharer and~~Mr. Bradway, present at all regularly

scheduled meetings of the Board. ~~The chairman of the Governance Committee,~~Dr. Coffman, our ~~presiding~~lead independent director, ~~presides~~presided at such meetings. We and the Board expect all current directors to attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. All of the then-current members of the Board, except for Drs. Baltimore and Coffman, were present at our ~~2011~~2014 annual meeting of ~~stockholders, except for Frederick W. Gluck who retired at the 2011 annual meeting of~~ stockholders.

The ~~Board’s~~Board has six standing ~~committees are:~~committees: Audit ~~Committee,~~Committee; Compensation ~~Committee,~~Committee; Compliance ~~Committee,~~Committee; Equity Award ~~Committee,~~Committee; Executive Committee and Governance Committee. The Board maintains charters for each of these standing committees. In addition, the Board has adopted a written set of ~~corporate~~

~~governance principles~~Corporate Governance Principles and a Board

of Directors’ code of conduct that generally formalize practices we have in place. To view the charters of ~~the~~our standing Board committees, ~~named above, the corporate governance principles~~our Corporate Governance Principles and the Board of Directors’ code of conduct, please visit our website at~~www.amgen.com.~~www.amgen.com.


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Audit Committee

The Audit Committee met nine times in ~~2011.~~2014. Throughout 2014 and currently, Mr. Biondi serves as chairman and Ms. Pelham, ~~Mr.~~Dr. Baltimore and Messrs. de Carbonnel, Eckert and ~~Drs. Baltimore and Omenn currently~~Garland serve as members of the Audit Committee. Dr. Gilbert S. Omenn served on the Audit Committee until his retirement from the Board in May 2014. All members of the Audit Committee meet the NASDAQ composition requirements, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that each member is independent under the listing standards of NASDAQ and the rules of the SEC, regarding audit committee membership. The Board has also determined that Messrs. Biondi, ~~and~~ de Carbonnel, Eckert and Garland are each an “audit committee financial expert” as defined by SEC rules.

The Audit Committee has sole authority for the appointment, compensation, retention and oversight of the work of the independent registered public accountants, and responsibility for reviewing and discussing, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases.

Compensation and Management Development Committee

The Compensation Committee met ~~five~~six times in ~~2011.~~2014. Throughout 2014 and currently, Mr. Herringer serves as ~~Chairman~~chairman and ~~Adm. Reason,~~Ms. Pelham, Mr. ~~Schaeffer~~Biondi and ~~Drs.~~Dr. Coffman ~~and Sugar currently~~ serve as members of the Compensation ~~Committee, each~~Committee. Each member of ~~whom~~the Compensation Committee has been determined by the Board to be independent under the listing standards of NASDAQ and the requirements of the SEC.

The Compensation Committee assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s compensation plans, policies and programs, especially those regarding executive compensation. The Compensation Committee is responsible for ~~ensuring that~~designing the Company’s compensation programs ~~are designed to~~that encourage high performance, promote accountability and adherence to Company values and the staff member code of conduct and to align with the interests of the Company’s stockholders. The Compensation Committee is responsible for ensuring that the executive management development processes ~~are designed to~~

attract, develop and retain talented leadership to serve the long-term best interests of the Company. The Compensation Committee has authority for overseeing the Board’s relationship with stockholders on executive compensation matters, including stockholder outreach efforts, stockholder proposals, advisory votes, communications with proxy advisory firms and related matters.

The processes and procedures of the Compensation Committee for considering and determining compensation for 2014 for our executive officers ~~are~~were as follows:

Compensation for our executive officers, including our Named Executive Officers, or NEOs, is generally determined annually in ~~March.~~March, except for annual LTI equity awards which are determined in December of the prior year and are granted in January.

With respect to our CEO, ~~during~~by the first calendar quarter of each year, the Compensation Committee reviews and approves Company performance goals and objectives for the current year and evaluates the CEO’s performance in light of the Company performance goals and objectives established for the prior year. The Compensation Committee evaluates the performance of the CEO within the context of the ~~overall~~financial and operational performance of the Company, considers competitive market data and establishes the CEO’s compensation based on this evaluation. The values of each component of total compensation (base salary, target annual cash incentive awards and equity awards) for the current year, as well as total annual compensation for the prior year (including the value of equity holdings, potential change of control payments and vested benefits under our Retirement and Savings Plan, Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan as of the end of the last fiscal year) are considered at this time. Final determinations regarding our CEO’s performance and compensation are made during an executive session of the Compensation Committee and are reported to and reviewed by the Board in an independent directors’ session.

During ~~2011,~~2014, the Compensation Committee engaged Frederic W. Cook & Co., Inc., or Cook & Co. or the consultant, an independent compensation consultant, to provide advice regarding executive compensation ~~market data as requested, opinions on the appropriateness~~ and ~~competitiveness of our~~ executive compensation ~~programs relative to market practice, consult on various compensation matters~~trends and ~~recommend~~developments, compensation designs and ~~practices. Cook & Co. reported directly to the Compensation Committee. Cook & Co. works with the cooperation of management to conduct an assessment of the risks arising from our~~equity compensation policies and practices. Management interacts with the consultant to provide information or the perspective of management as requested by the consultant or Compensation Committee, coordinates payment to the consultant out of the Board’s budget, notifies the consultant of upcoming agenda items or makes the consultant aware of regular or special meetings of the Compensation Committee. Cook & Co. attends regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested).


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practices, market data as requested, and opinions on the appropriateness and competitiveness of our executive compensation programs relative to market practice. Cook & Co. reported directly to the Compensation Committee and attended regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested). In cooperation with management, Cook & Co. assesses the potential risks arising from our compensation policies and practices. Management interacts with the consultant to provide information or the perspective of management as requested by the consultant or Compensation Committee, coordinates payment to the consultant out of the Board’s budget, notifies the consultant of upcoming agenda items and makes the consultant aware of regular or special meetings of the Compensation Committee.

In setting executive compensation, the Compensation Committee compares the Company’s pay levels and programs to those of the Company’s competitors for executive talent and uses this comparative data as a guide in its review and determination of compensation. ~~For~~Our Compensation Committee considers and selects an appropriate peer group (consisting of biotechnology and pharmaceutical companies), based in part on the recommendations of Cook & Co., and, for each NEO, the Compensation Committee reviews the compensation levels and practices of aour peer group, ~~consisting~~which for our NEOs, other than the CEO, is based on reports prepared by management from information contained in compensation surveys and proxy statements. Cook & Co. provides the Compensation Committee with market data, practices of ~~biotechnology~~our peer group and ~~pharmaceutical companies.~~recommendations for the CEO position.

Our Compensation Committee determines compensation for the executive officers (other than the CEO) based, in part, on the recommendations of our CEO regarding base salary, annual cash incentive awards and ~~annual~~ equity awards. In determining his compensation recommendations for each NEO, our CEO reviews comparative peer group data. The Compensation Committee has typically followed these recommendations.

The Compensation Committee generally holds executive sessions (with no members of management present, unless requested by the Compensation Committee) at each of its regular meetings.

The Compensation Committee has authority to delegate any of the functions described above to a subcommittee of its members. No delegation of this authority was made in ~~2011.~~2014.

Each year the Compensation Committee reviews the independence of its compensation consultants and other advisors. In performing its analysis, the Compensation Committee considers the factors set forth in the SEC rules and the NASDAQ listing requirements. After review and consultation with Cook & Co., the Compensation Committee has determined that Cook & Co. is independent and there is no conflict of interest resulting from retaining Cook & Co. currently or during the year ended December 31, 2014.

Equity Award Committee

The Equity Award Committee met four times in ~~2011.~~2014. Throughout 2014 and currently, Mr. Herringer serves as chairman and Dr. Coffman and Mr. ~~Sharer currently~~Bradway serve as members of the Equity Award Committee. Our Board has delegated to the Equity Award Committee the responsibility for determining annual equity-based awards to vice presidents and below who are not Section 16 officers and authority to make equity-based awards from time to time to such eligible staff members for purposes of compensation, retention, promotion and upon commencement of their employment consistent with the equity grant guidelines established by the Compensation Committee. In addition, the Equity Award Committee presents a report to the Compensation Committee detailing the equity-based awards made by the Equity Award Committee at least twice per year.

Governance and Nominating Committee

The Governance Committee met four times in ~~2011.~~2014. Throughout 2014 and currently, Dr. Coffman serves as chairman and Drs. Baltimore, Henderson, Jacks and Sugar, and Messrs. de Carbonnel, Garland and Herringer ~~currently~~ serve as members of the Governance Committee, ~~each~~with Dr. Williams joining the Governance Committee effective October 2014. Each of ~~whom~~the members of the Governance Committee has been determined by the Board to be independent under the listing standards of NASDAQ and the requirements of the SEC.

The Governance Committee is responsible for developing and overseeing the Board’s ~~corporate governance principles~~Corporate Governance Principles and a code of conduct applicable to members of the Board and for monitoring the independence of the Board. The


								CORPORATE GOVERNANCE

Governance Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees to fill vacancies as they arise, reviews the performance of the Board and its committees and is responsible for director education. The Governance Committee maintains, with the approval of the Board, guidelines for selecting nominees to serve on the Board and considering stockholder recommendations for nominees. Such guidelines are included in this proxy statement asAppendix A. Stockholders wishing to

communicate with the Governance Committee regarding recommendations for director nominees should follow the procedure described in “Communication with the Board” below. See “OTHER MATTERS—Stockholder Proposals” for a description of the information that a stockholder proposing to nominate a director for election must provide to the Company in their advance notice. Additionally, the Governance Committee recommends to the Board nominees for appointment as executive officers and certain other officers.

The Governance Committee also oversees the corporate governance and Board membership matters of the Company. The Governance Committee identifies and recommends to the Board qualified individuals for Board and committee membership and considers and recommends to the Board nominees to stand for election at the annual meeting of stockholders and to fill vacancies as they arise as more fully described previously in “Director Qualifications and Review of Board ~~Diversity” above.~~Diversity.” Among the Governance Committee’s responsibilities, the Governance Committee evaluates and makes recommendations to our Board regarding compensation for non-employee Board members. Any Board member who is also an employee of the Company does not receive separate compensation for service on the Board.

The processes and procedures of the Governance Committee for considering and determining director compensation are as follows:

The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation. The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee may determine to make recommendations to our Board regarding possible changes to director compensation.

The Governance Committee has the authority to retain consultants to advise on director compensation matters. No executive officer has any role in determining or recommending the form or amount of director compensation. In 2012, the Governance Committee retained Cook & Co. to advise on director compensation and determined to make a change to director compensation, the first increase to director cash compensation since 2003, effective January 1, 2013. No additional changes were made to director compensation in 2014.

The Governance Committee has authority to delegate any of these functions to a subcommittee of its members. No delegation of this authority was made in ~~2011.~~2014.

Corporate Responsibility and Compliance Committee

The Compliance Committee met five times in ~~2011. Mr. Schaeffer~~2014. Throughout 2014 and currently, Dr. Sugar serves as chairman and Drs. Henderson and ~~Omenn, Ms. Pelham~~Jacks and ~~Adm. Reason~~Mr. Eckert serve as members of the Compliance Committee. Dr. Omenn served on the Compliance Committee until his retirement from the Board in May 2014. Dr. Williams joined the Compliance Committee effective October 2014.

The Compliance Committee is responsible for overseeing our compliance program and reviewing our programs in a number of areas governing ethical conduct including: (i) Federal health care program requirements; (ii) Food and Drug Administration requirements and other regulatory agency requirements, including good manufacturing, clinical and laboratory ~~practices;~~practices, drug safety and pharmacovigilance activities; (iii) interactions with members of the healthcare community; (iv) the Company’s Corporate Integrity Agreement; (v) environment, health and ~~safety;~~safety and (iv) human resources and government affairs. Additionally, the Compliance Committee receives regular updates on political, social and environmental trends, and public policy issues that may affect our business or public image, and reviews our environmental sustainability, political and philanthropic activities.

Our compliance program is designed to promote ethical business conduct and ensure compliance with applicable laws and regulations. We have codes of conduct for our officers, staff and suppliers that delineate standards for ethical business conduct and legal and regulatory


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compliance as well as a business conduct hotline through which anonymous reports of misconduct can be made to our Chief Compliance Officer. To view the codes of conduct, please visit our website atwww.amgen.com.

Our Chief Compliance Officer, who reports to the Compliance Committee, oversees the ongoing operations of the compliance program. The key objectives of our compliance program operations include developing policies and procedures, providing ongoing compliance training and education, auditing and monitoring of compliance risks, maintaining and promoting the business conduct hotline, conducting investigations, responding appropriately to any compliance violations and taking appropriate steps to detect and prevent recurrence.

Executive Committee

The Executive Committee did not meet in ~~2011.~~2014. Throughout 2014 and currently, Mr. ~~Sharer~~Bradway serves as chairman and Messrs. Biondi and Herringer and ~~Schaeffer~~Drs. Coffman and ~~Dr. Coffman currently~~Sugar serve as members of the Executive Committee. The

Executive Committee has all the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, changes to ~~our~~the Amgen Inc. Restated Certificate of Incorporation or any other matter expressly prohibited by law or ~~our~~the Amgen Inc. Restated Certificate of Incorporation.

Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder

communications that would be considered inappropriate for submission to the Board include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the chairman of the Governance Committee.

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the

Compensation Discussion and Analysis be included in the Company’s ~~2012~~2015 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K.


								COMPENSATION DISCUSSION AND ANALYSIS

A significant majority of each NEO’s compensation is dependent on our performance and our execution of our ~~Executive Compensation Tables.~~strategic priorities. In 2014, we delivered strong performance, the highlights of which include:

•

Demonstrated Value Creation for Our Stockholders.

Stock Price Appreciation

of 40%in 2014

Our stock price increased from $114.08 to $159.29 per share during 2014, reflecting appreciation of 40%. This 2014 stock price performance contributed to our strong three-year stock price performance. Since 2012, our stock price has increased 148% versus 103% for our peer group and 64% for the Standard & Poor’s 500, or S&P 500.


								COMPENSATION DISCUSSION AND ANALYSIS

One-Year TSR of 42%

in 2014

Our one-year total shareholder return, or TSR, of 42%, including our dividends, outperforms the TSRs of our peer group and the S&P 500 for the same period of 24% and 14%, respectively. Our three-year TSR of 157% also outperforms the TSRs of our peer group and the S&P 500 for the same period of 111% and 75%, respectively.

LOGO

–

•

Delivering on Return of Capital to Our Stockholders.

$1.9 billion

in dividends in 2014

–

Our ~~solid performance~~strong cash flows and balance sheet in ~~2011 grew revenues by 4% over 2010 to $15.6 billion. Our strong balance sheet~~2014 permitted us to ~~initiate payment~~return $1.9 billion of cash to our stockholders through dividends.

–

In 2014, we increased our quarterly ~~dividends, with a~~cash dividend ~~of $0.28~~to $0.61 per share ~~declared~~from $0.47 per share in 2013. Since

our first dividend in July 2011 through 2014, we have raised the dividend three times, by an average of 30% over the previous quarterly amount, for a total dividend growth of 118% per share, and ~~October 2011, and an increased dividend declared in December 2011 for stockholders~~returned a total of ~~record in February 2012 of $0.36 per share. In 2011, we returned $500 million~~$4.9 billion of cash to our stockholders through dividends ~~and $8.3 billion through stock repurchases equal to approximately 15%~~over this period.

LOGO

*represents annualized dividend

–

We Repurchased Stock in 2014. In the fourth quarter of 2014, we repurchased 0.9 million shares of our Common ~~Stock outstanding as of December 31, 2010.~~Stock.

•

Cost Containment.

•–

~~Our stock price increased from $54.90~~We undertook actions to ~~$64.21 per share during 2011, reflecting strong stock price appreciation of approximately 17%~~support our transformation plans announced in 2014 to invest in continuing innovation and ~~a one-year total shareholder return, or TSR, of 18%, including~~ the ~~impact~~launch of our ~~dividends under~~new pipeline molecules, while improving our ~~new~~cost structure. As part of the plan, ~~to return capital to stockholders.~~these actions will result in an approximate 23% reduction in our facilities footprint Company-wide.

–

Our Annual Cash Incentive Award Program is Tied Directly to Our Performance Based on Pre-Established Performance Goals.


								COMPENSATION DISCUSSION AND ANALYSIS

•

~~Our annual cash incentive award program for 2011 resulted in payment of 181.9% of target opportunity based on~~Strong Financial Performance. In 2014, revenues grew 7% over 2013 to $20.1 billion, adjusted operating income grew 22% to $8.5 billion⁽¹⁾and adjusted net income grew 15% to $6.7 billion.⁽¹⁾In addition, our ~~financial (revenue and~~year-over-year adjusted earnings per share, or ~~EPS) and operational objectives. This annual cash incentive award program payment was primarily driven by our strong revenue and~~ EPS, ~~performance (which benefited from our strategic decision~~grew 14% in 2014 to expand our stock repurchase program reflecting our confidence in the long-term value of our Company) and, to a lesser degree, our execution and advancement of our pipeline. Going forward, we have determined to replace EPS with adjusted net income as one of the two primary financial goals in our annual cash incentive award program to align compensation with a measure that more directly correlates with the underlying performance of our operations.$8.70.⁽¹⁾

–

•

~~However, given~~Significant Pipeline Advancement and Success. In 2014, we continued to significantly enhance our ~~TSR~~pipeline, the highlights of which include that six of our medicines generated positive registration-enabling data and four (Repatha™ (evolocumab)*, Corlanor^® (ivabradine)*, talimogene laherparepvec and BLINCYTO™ (blinatumomab)) were submitted for regulatory approval. In December 2014, the ~~longer-term 2009-2011 performance period under~~Food and Drug Administration, or FDA, approved BLINCYTO™ less than three months after submission. We also reported positive data on our ~~performance award program, our performance award program payout for the 2009-2011 performance period was reduced to only 45.5% of target.~~AMG

334 study for patients with episodic migraines and, as a consequence, we announced a decision to move into Phase 3 in 2015.

–

We performed at 127.6% of our pre-established target goal of “Deliver the Best Pipeline” that represents a 25% weighting under our 2014 annual cash incentive award program.

•

~~In December 2011, we announced that Kevin W. Sharer,~~Execution on Key Strategic Priorities. We performed at 96.7% of our ~~Chairman~~pre-established performance goals of “Deliver Annual Priorities” comprising 15% of the ~~Board~~weighting under our 2014 annual cash incentive award program and ~~Chief Executive Officer, or CEO, notified us of his plan to step down as CEO on May 23, 2012, the date of the Company’s 2012 Annual Meeting of Stockholders,~~including Full Potential, Drug Delivery and as Chairman of the Board at the end of 2012. Prior to that time, the Board of Directors, or Board, had engaged in extensive succession planning efforts. As a result, the independent members of the Board announced that Robert A. Bradway, our President and Chief Operating Officer, will succeed Mr. Sharer as CEO effective May 23, 2012. There is no separation agreement with Mr. Sharer and no employment agreement with Mr. Bradway.Decision Making sub-goals.

•–

In ~~March 2012,~~2014, the ~~Compensation and Management Development Committee, or Compensation Committee, targeted Mr. Bradway’s long-term incentive, or LTI, equity award compensation~~FDA also granted approval of the Neulasta^® (pegfilgrastim) Delivery Kit, including the On-body Injector for ~~CEO at the median of our 2012 peer group, resulting in~~Neulasta^®, a 34% reduction in targeted LTI equity award value from the previous CEO award value in 2011. This reduction was primarily due to our change in compensation philosophy to target the median of our peer group to be responsive to our stockholders. In addition, Mr. Bradway’s base salary was set slightly above the 30^th percentile of our peer group and his annual cash incentive award target was set at the median of our 2012 peer group. In sum, Mr. Bradway’s total target compensation falls below the median of our 2012 peer group, resulting in target compensation that is 32% lower than Mr. Sharer’s 2011 total target compensation, reflective of Mr. Sharer’s service in this role in excess of ten years.drug delivery system.

•
Also in December 2011, Dr. Roger M. Perlmutter, Executive Vice President, Research and Development, announced his plans to retire effective February 12, 2012. The Board appointed Dr. Sean E. Harper, our Senior Vice President, Global Development and Corporate Chief Medical Officer, who has a decade of experience at our Company, as Dr. Perlmutter’s successor.

The payout under our annual cash incentive award program for all measures after weighting was 147% of target bonus opportunity.

•

We successfully recruited Anthony C. Hooper as our new Executive Vice President, Global Commercial Operations. Mr. Hooper is a seasoned global business leader who has led commercial operations in mature and emerging pharmaceutical markets, and his experience is key to our global expansion objectives. Now, with Messrs. Bradway and Hooper and Jonathan M. Peacock, our Executive Vice President and Chief Financial Officer, we have significantly strengthened the international experience and expertise of our senior management team to help us navigate our entry into new markets worldwide.

97% stockholder support

on our 2014 say on pay

In 2014, we received over 97% stockholder support on our say on pay advisory vote. We have engaged consistently in broad direct stockholder outreach over the past several years and have found these interactions highly valuable and informative and will continue to engage with our stockholders to further enhance our understanding of the perspectives of our investors. The compensation related feedback from our stockholders is reviewed by our Compensation and Management Development Committee, or Compensation Committee, and we have made a number of compensation changes in response to past discussions with our stockholders.

Since our 2014 annual meeting of stockholders, we have engaged in outreach activities and discussions with stockholders comprising approximately 50% of our outstanding shares. In 2014, our predominant feedback from investors with respect to our compensation practices was that they are satisfied with our compensation program. While we are pleased with our say on pay results and stockholder feedback, we will continue to reach out to understand and address any concerns of our stockholders. Our stockholder outreach efforts will continue after the filing of this proxy statement, as well as through our executive compensation website (accessible atwww.amgen.com/executivecompensation) initiated in 2008 that invites stockholders to provide feedback directly to the Compensation Committee regarding our executive compensation program.

	•		In May 2011, subsequent to our annual compensation decisions, our stockholders voted on our named executive officers’ 2010 compensation and, while more than a majority of our stockholders voted in favor of the proposal, our vote was not as supportive as we would have liked.
										COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Program Highlights and Objectives


										COMPENSATION DISCUSSION AND ANALYSIS

•

~~In connection~~Performance units are earned only if specified long-term performance goals are achieved. For all performance periods commencing with 2011 and ~~since~~thereafter, performance units are earned based on our ~~May 2011 say on pay advisory vote, we engaged~~relative TSR performance over the three-year performance period to align our payouts with the experiences of our stockholders. Our payout for the most recent 2012-2014 performance period was at 150% of target, or maximum payout, because our high TSR for this performance period (185.7%) significantly exceeded the average of the TSRs of our 15-company peer group for this period (125.8%). (See “Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards—Performance Units—Performance Award Program—Performance Units Earned for the Performance Period Ending in ~~extensive outreach efforts to our stockholders to discuss our compensation philosophy, policies, programs and practices and to understand the reasons for our vote~~2014.”)

Performance Period
Relative
TSR Multiplier
(% of Earned
Award Paid)
Absolute TSR Payout as a %
of Target
2012-2014 performance period
n/a    185.7%    150.0%
2011-2013 performance period
n/a    114.4%    122.7%
2010-2012 performance period⁽¹⁾
133.7%    60.9%    144.1%

•

⁽¹⁾

~~We have reached out~~Performance units for the performance period beginning in 2010 were earned based upon our revenues and adjusted EPS (weighted equally) during the first year of the performance period as compared to ~~stockholders comprising over 59%~~target performance, and modified by a relative TSR multiplier based on our TSR ranking compared with companies in our peer group at the beginning of ~~our outstanding shares and have had fulsome discussions with stockholders comprising 48% of our outstanding shares.~~the period.

•

~~In these discussions with our stockholders, we reviewed our compensation philosophy, policies, programs and practices and engaged in a candid exchange of ideas for improvement.~~

•

~~The feedback from our stockholders was reviewed and the Compensation Committee determined to make the meaningful compensation philosophy, policy, program and practice changes described below for 2012.~~

•

~~This intensive stockholder outreach effort supplements our executive compensation website accessible at~~~~www.amgen.com/executivecompensation~~ that we initiated in 2008 that invites all of our stockholders to fill out a survey to provide feedback directly to the Compensation Committee, regarding our executive compensation philosophy, policies, programs and practices.

~~OUR COMPENSATION PROGRAM CHANGES~~

~~In response to discussions~~Beginning with ~~our stockholders and to continue our process of improving~~ the ~~alignment~~2013-2015 performance period of our ~~NEO compensation design~~performance award program,we measure our TSR compared with the TSR of the S&P 500, a broad-based and realistic measure of our stockholders’ investment opportunities.If our absolute TSR is less than zero, the payout percentage shall not be greater than 100% to limit rewards in a performance period in which we perform in-line with, or better than, the S&P 500 companies, but investors do not recognize growth in their investment in our Company.

Our RSUs are designed to encourage retention and long-term value creationas they generally vest over four years, with no vesting in the first year and vesting in approximately three equal annual installments on the second, third and fourth anniversaries of the grant date.

Annual Cash Incentive Awards (at risk)

Our Compensation Committee annually approves Company performance goals for our Global Management Incentive Plan, or GMIP, designed to focus the Company’s staff on and reward performance ~~we have~~against the results of such goals. Our Executive Incentive Plan, or EIP, establishes a maximum award possible for each participant and annual cash incentive awards are generally made to our NEOs under the ~~following prospective compensation philosophy, policy, program~~EIP based on the pre-established GMIP Company performance goals. Each year, the GMIP goals are tailored to focus on our financial performance, operational objectives and ~~practice changes that were implemented in 2012:~~specific priorities.


				Purposes

		•		Measure NEOs’ performance against pre-established GMIP Company performance goals.
		•		Align all staff members around the same Company performance goals as all such annual cash incentive awards are based on the same GMIP Company performance goals.
		•		Motivate NEOs to meet or exceed our annual GMIP Company performance goals to drive annual performance and position us for longer-term success.


										COMPENSATION DISCUSSION AND ANALYSIS

Our annual cash incentives are earned based on achieving our financial growth and operational objectives that drive long-term growth and stockholder value. In 2014, we established annual cash incentives based on our performance against our measures of revenues (30%) and adjusted net income (30%) and a number of operational objectives designed to drive delivery of the best pipeline (25%) and delivery of specific annual priorities (15%).

Base Salaries (the smallest component of compensation for our NEOs)


				Purposes
		• •		Provide a degree of financial certainty and stability that helps us retain talent. Recognize competitive market conditions and/or rewards individual performance through periodic increases.

The preceding pie charts are calculated using (i) the “Salary” column from the “Summary Compensation Table” in our Executive Compensation Tables, (ii) the target annual cash incentive award in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Target” column in the table in footnote 3 to the “Grants of Plan-Based Awards” table in our Executive Compensation Tables and (iii) the grant date fair value of annual grants of performance units and RSUs in the “Grant Date Fair Value of Stock and Option Awards” column of the “Grants of Plan-Based Awards” table in our Executive Compensation Tables. Messrs. Meline, Kelly and Peacock are not included in the pie charts because Mr. Meline commenced employment with our Company on July 21, 2014, Mr. Kelly served in an NEO capacity for only a portion of 2014 and Mr. Peacock ceased service as our Chief Financial Officer as of January 10, 2014.

Our compensation practices are designed to be competitive and balanced.

•

We target the 50^th percentile of our peer group ~~(as described below), this resulted in reductions in LTI~~for our equity award budget. We are mindful of stockholder dilution and the potential dilutive effect is considered against our peer group levels.We provide broad-based grants to nearly all of our full-time staff members and our Board of Directors, or Board. The rates at which we grant ~~date targeted valuations for 2012~~awards of ~~34% for Mr. Sharer,~~stock and its potential dilutive effect are consistent with our ~~current CEO, on an annual basis~~peer group levels and ~~a 72% reduction based on~~have decreased over the ~~actual grant provided to Mr. Sharer in 2012 to reflect his partial year of service as CEO in 2012.~~last five years.

~~Replaced time-vested LTI equity awards with performance-based equity awards~~by increasing the weighting of performance units from 50% to 80% of our regular annual LTI equity award grant values, resulting in 80% of units granted being in the form of performance units. To make this shift, we eliminated time-vested stock options and a portion of the value of time-vested restricted stock units, or RSUs, as illustrated in the following chart:

LTI Equity Awards 2010 Allocation 2011 Allocation 2012 Allocation
Performance Units
40% 50% 80%
Stock Options
40% 25% 0%
RSUs
20% 25% 20%
~~Linked actual pay delivery from LTI equity awards more closely to performance~~ ~~because performance units only vest if specified performance goals are achieved. Historically, our relative or absolute TSR has been a primary metric~~We have objective criteria for ~~determining the extent to which performance units may be earned, and currently, our outstanding performance units are earned exclusively based on our TSR relative to the TSRs~~selection of our peer group ~~companies. We believe TSR is an important metric as it provides the greatest indication of stockholder alignment~~ and ensures that compensation realized reflects our stock performance relative to our peer group. Our move in 2012 to 80% allocation of performance units further increases the emphasis of our compensation on performance for 2012 and beyond. As illustration, our performance unit payouts over the last three years resulted in below-target payouts at the following percentages of target grant values, due to the reduction in the units earned based primarily on our TSR multipliers in effect for these years.

Performance Period
   Absolute TSR TSR Multiplier
Effect (% of
Earned Award
Paid) Multiplier
(Relative or
Absolute TSR) Payout as a %
of Target
2009-2011 performance period
   6.5 % 50 % Relative    45.5 %
2008-2010 performance period
   3.7 % 73 % Absolute    73.0 %
2007-2009 performance period
   (0.3 )% 50 % Absolute    47.4 %
~~Rebalanced our peer group~~ ~~to include Allergan, Inc. and Celgene Corporation for 2012 decisions, in addition to Gilead Sciences, Inc. which was previously added to~~review our peer group ~~for 2011 decisions. These three~~annually. We draw our peers from biotechnology and pharmaceuticals companies as we believe they are ~~among those in~~ our ~~industry with which we both most closely compete~~direct competitors for executive talent and ~~closely match in terms of market capitalization~~have comparable enterprise requirements and ~~revenue.~~complexity.

~~Replaced EPS with adjusted net income as one of the two primary financial goals~~44 ~~in our 2012 annual cash incentive award program to align compensation with a measure that more directly correlates with the underlying performance of our operations.~~ï 2015 Proxy Statement


										COMPENSATION DISCUSSION AND ANALYSIS

The changes for 2012 build on other actions taken over the past three years to enhance the linkage between pay and performance. With these 2012 changes, our compensation philosophy, policies, programs and practices further demonstrate our ongoing commitment to effectively align pay with performance and reflect sound governance principles. The following chart depicts our current LTI equity award practices and our other compensation and governance practices for our NEOs:



~~Our Long-Term Incentive Equity Award~~We Maintain Other Compensation and Governance Best Practices ~~Adopted in 2011~~

Clawback	•	• We have ~~lengthened~~a clawback policy that requires our ~~average vesting period so RSU~~Board to consider the recapture of past cash or LTI equity award payouts to our NEOs if the amounts were determined based on financial results that are later restated and the NEOs’ misconduct is determined by the Board to have caused the restatement.

Recoupment Provisions	•	Our incentive compensation plans contain recoupment provisions applicable to all staff members that expressly allow the Compensation Committee to determine thatannual cash incentive awards are not earned fully or in part where such employee has engaged in misconduct that causes serious financial or reputational damage to the Company.

Equity Practices	•	We have robust stock ~~option awards do not begin to vest until the second anniversary of the grant date;~~ ~~• We eliminated “single-trigger” equity vesting acceleration upon~~ownership guidelines, with a ~~change of control~~six times base salary ownership requirement for our ~~RSUs~~CEO.

	•	Our staff members and ~~stock options; beginning~~Board are prohibited from engaging in short sales, purchasing Common Stock on margin, pledging Common Stock, or entering into any hedging, derivative or similar transactions with respect to our ~~2011 grants, in the event~~Common Stock.
	•	We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of a change of control, a qualifying termination of employment, or “double-trigger,” is required for acceleration of RSU and stock option vesting unless such awards are cashed-out at the time of transaction closing; andequity awards.

	•	~~• For NEOs,~~ LTI equity awards are granted based on a specific dollar ~~valuation~~amount, rather than a set number of shares, to avoid the impact of fluctuations in the stock price between the date the Compensation Committee determines the grant amount and the actual grant ~~date to ensure no more value is delivered than intended by the Compensation Committee.~~ date.


Tax Gross-Ups		~~Our Other Compensation and Governance Practices~~•
	• We do not provide tax gross-ups, except for business-related payments such as reimbursement of certain moving and relocation expenses on behalf of newly-hired and current executives who agree to relocate to work on the Company’s behalf.

Change of Control		•	We do not ~~including loss on sale~~have “single-trigger” equity vesting acceleration upon a change of control for RSUs and stock options. In the event of a ~~home;~~change of control, a qualifying termination of employment, or “double-trigger,” is required for acceleration of RSU and stock option vesting.

		•	Any performance awards earned upon a change in control are based on a truncated performance period and TSR based on our actual stock price or, if greater, the value paid in such change in control.

		•	• In the event of a change of control, double-trigger cash severance islimited to a multiple of two times target annual ~~pay;~~cash compensation.

Limited Additional Compensation		•	• Our perquisites are limited to those with a clear business-related ~~rationale for security and/or convenience;~~ • We have a clawback policy that recaptures past cash or LTI equity award payouts to our NEOs if the amounts were determined based on financial results that are later restated and the NEOs’ misconduct caused the restatement; ~~• We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of stock awards;~~ ~~• We have robust stock ownership guidelines, including a six times base salary requirement for the CEO;~~ • Our insider trading policy prohibits engaging in short sales, purchasing or pledging Common Stock on margin (other than for “cashless exercise”) or entering into any derivative or similar transactions with respect to our Common Stock; and ~~• We have no multi-year guaranteed bonuses.~~ rationale.

~~2011 COMPENSATION ALIGNS WITH PERFORMANCE~~

We made important advances in our execution and advancement of our pipeline and growth opportunities. This, coupled with a 4% increase in our revenues and a 2% increase in our EPS, resulted in payouts under our annual cash incentive award program of 181.9% of target annual cash incentive award opportunity. Our EPS performance benefited from our strategic decision to expand our stock repurchase program to return significant capital to stockholders and take advantage of the attractive interest rate environment. Going forward, we have replaced EPS with adjusted net income as one of the two primary financial goals in our annual cash incentive award program.

~~However, the performance units that were earned under our performance award program in 2011 were reduced by more than half (45.5%) as a result of our relative three-year TSR performance.~~

The following table summarizes the total compensation realized by Mr. Sharer in 2011. The table is to supplement our “Summary Compensation Table” in our Executive Compensation Tables which requires us to use accounting-based grant date LTI equity award values that do not reflect the actual compensation delivered to the NEOs in a particular year. The total compensation below provides a more accurate representation of the compensation Mr. Sharer actually realized in 2011 and is representative of the results experienced by all of our NEOs who received performance units in 2011.

Name and Principal Position
   2011
Compensation Reported in
Summary Compensation Table
($)    2011
Total Realized
Compensation
($)(1)
Kevin W. Sharer
   18,850,311       11,282,846
Chairman of the Board and Chief Executive Officer

~~(1)~~•
~~Total realized~~We do not have employment contracts or guaranteed bonuses,other than in countries where they are required by law.
•
We do not have defined benefit pension or supplemental executive retirement plan (SERP) benefitsor “above market” interest on deferred compensation represents total compensation as calculated under the Securities and Exchange Commission, or SEC, rules, minus the aggregate grant date fair value of LTI equity awards (as reflected in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table” in our Executive Compensation Tables) plus the value realized from the exercise of stock options and the vesting of RSUs (as reflected in the “Options Exercised and Stock Vested” table in our Executive Compensation Tables) in 2011 and the value of the performance units earned for the 2009-2011 performance period (as reflected in the “Outstanding Equity Awards at Fiscal Year End” table in our Executive Compensation Tables).

~~Pay for performance in a manner that strongly aligns with stockholder interests~~ by rewarding performance on both a short- and long-term basis. Our executive cash incentive and equity incentive programs for 2011 depended primarily on achieving our business and financial goals, growth in the price of our Common Stock and our relative long-term TSR. The largest portion of LTI equity awards granted to our NEOs is based on the performance of our TSR relative to our peer group’s TSR over a three-year period. We generally do not offer defined benefit or traditional executive supplemental defined benefit pension plans to our NEOs.


								COMPENSATION DISCUSSION AND ANALYSIS


								COMPENSATION DISCUSSION AND ANALYSIS

Use of Independent Compensation Committee Consultant

To assist the Compensation Committee in its review and determination of executive compensation, the Compensation Committee retained and sought advice from Frederic W. Cook & Co., Inc., or Cook & Co., an independent consultant, throughout ~~2011~~2014 and to date in ~~2012.~~2015. George B. Paulin, athe Chairman of Cook & Co. ~~consultant,~~, worked directly with the Compensation Committee in the roles and undertaking the responsibilities previously described in ~~the table above.~~“How Compensation Decisions Are Made for Our Named Executive Officers” and specifically provided consultation regarding regulatory updates, selection of our peer group and market practices for NEO compensation.

On a periodic basis, the Company purchases proprietary executive compensation survey data from Cook & Co., to inform the Compensation Committee’s decisions, but does not engage Cook & Co. for any other services to the Company. ~~The surveys purchased by the Company are not customized.~~ During ~~2011,~~2014, the Compensation Committee, as in past years, had responsibility for engaging Cook & Co. and directed the nature of the ~~communications~~activity and interchange of data between Cook & Co. and management.

Peer Group ~~Company Market Information~~

The Compensation Committee ~~believes that, given~~recognizes the unique demands of our industry, including its complex regulatory and reimbursement environment, and the challenges of running an enterprise focused on the discovery, development, manufacture and commercialization ~~and manufacture~~ of ~~novel~~innovative treatments to address ~~unmet medical needs, we~~serious illness. The Compensation Committee believes that these unique demands require executive talent ~~with~~that has significant industry experience as well as, for certain key functions, unique scientific expertise to oversee research and development activities and the complex manufacturing requirements for ~~biological~~biologic products. ~~These~~Further, the Compensation Committee believes that these very specific skills and capabilities limit the pool of talent from which we can recruit and also cause our employees to be highly valued and sought after in our industry. This ~~results in~~makes it imperative that our peer group for compensation purposes include those companies ~~being the companies that~~with which we ~~primarily look to~~compete for new executives given the similarities in experience and knowledge that are

developed at these companies. Further, this also results in these companies being our most effective competitors for the attraction and retention of executive talent with the skills and capabilities that we seek and develop ourselves. For example, Messrs. Peacock and Hooper, our two most recently hired NEOs, each previously worked for companies in our peer group. Moreover, as evidenced by the fact that ~~nine~~13 of the 1115 companies in our peer group (10 U.S.-based companies) also list us as a peer, we believe that our peer group ~~most~~ accurately reflects those companies with whom we compete for executive talent. The Compensation Committee compares our pay levels and programs to ~~those of this~~the peer group and uses this comparative data as a reference point in its review and determination of executive compensation. ~~Our~~The Compensation Committee’s approach ~~however,~~ also considers our performance, ~~and~~ the individual’s performance and other relevant factors in setting ~~pay as opposed~~pay.

In July 2014, Cook & Co. reviewed our peer group with the Compensation Committee to ~~simply establishing target levels of compensation at specific benchmark percentiles.~~

determine whether it remained appropriate. Based in part on recommendations from Cook & Co., the Compensation Committee ~~uses~~determined that the peer group remained appropriate and continued to meet the following objective criteria ~~in selecting its peer group~~ from the universe of other pharmaceutical and biotechnology ~~companies:~~companies given that our relative size and positioning remains generally the same as the prior year:

~~industry;~~GICS codes of biotechnology (352010) and pharmaceuticals (352020);

~~our~~ 12-month average market capitalization between 0.25 and 4.0x that of Amgen’s average market capitalization for the same period;

trailing four-quarter revenues between 0.25 and 4.0x that of Amgen’s revenues;

non-U.S. peers limited to those commonly identified as a “peer of peers”;

competitors for executive talent;

companies ~~with similar pay models;~~of comparable scope and complexity;

competitors for equity investor capital;

companies that identify us as their direct ~~peer (nine of our 11 peer group companies include Amgen in their peer groups);~~

~~companies that compete directly with our products (nine of our 11 peer group companies have products that compete directly with our products);~~peer; and

companies ~~that generally compare in market-capitalization and/or revenue.~~with similar pay practices.

Therefore, no changes were made to the peer group in 2014 and it is the Compensation Committee’s view that this peer group is the most appropriate for benchmarking executive compensation as these companies are generally those with which we most closely compete for executive talent.


								COMPENSATION DISCUSSION AND ANALYSIS

The market capitalization of our peer group ranged between ~~$16~~$33 billion and ~~$169.9~~$258 billion determined as of the last trading day of ~~2010~~2013 as provided by ~~Bloomberg L.P.~~ThomsonONE™. The ~~2010 revenue~~2013 revenues of our peer group ~~companies~~ ranged between ~~$4.7~~$6.3 billion and ~~$67.8~~$71.3 billion based on filings with the SEC, except for Roche Group which was obtained from data disclosed on their website. Revenue for Roche Group and Sanofi S.A. were converted into U.S. dollars using the average of daily exchange rates for 2010 as provided by Bloomberg L.P. Revenue for GlaxoSmithKline plc was converted into U.S. dollars using the average exchange rate for 2010 disclosed within their SEC filing.public filings. Amgen’s ~~2010~~2013 market capitalization and ~~revenue was $51.9~~revenues were $86 billion and ~~$15.1~~$18.7 billion,

respectively. The median ~~2010~~2013 market capitalization and ~~revenue~~revenues of our peer group (not including Amgen) was ~~$84.5~~$115 billion and ~~$40.3~~$25.7 billion, respectively. We were between the 25^th percentile and median relative to all of our peer group and in the range of median relative to our U.S. peers.

Peer Group Data

Our primary data sources for evaluating all elements of compensation for our CEO and ~~our~~ other NEOs’ ~~compensation~~ against the peer group in March ~~2011~~2014 were the ~~2010~~2013 Towers Watson Pharmaceutical Human Resources Association, or PHRA, Executive Compensation Survey (the 2013 Towers Survey), and the available ~~2010 proxy~~ data from ~~2011 filings~~proxy statements filed in 2013 with the SEC for ~~the peer group as compiled by Equilar, Inc.~~

~~To address concerns of our stockholders and in response to the reduction in the number of peer group companies resulting from merger activity, in 2011, we rebalanced~~ our peer ~~group to include Allergan, Inc. and Celgene Corporation for 2012~~group. The 2013 Towers Survey contains compensation ~~decisions. These~~information from pharmaceutical companies ~~were chosen because they are among those in our industry with which we both most closely compete for executive talent and provide greater balance~~ in our peer group, but does not contain information on many biotechnology companies. Therefore, compensation information for the biotechnology companies within our peer group is compiled using proxy statement filings to provide additional data and to inform the

Compensation Committee. The 2013 Towers Survey data and the peer group proxy data is compiled and presented by management to the Compensation Committee both individually and in ~~terms~~the aggregate, including the comparison of ~~market capitalization ($21.1 billion~~each NEO on a position or pay rank basis and ~~$27.8 billion, respectively,~~an analysis of each element of direct compensation at the median and 75^th percentile of the peer group for each NEO position, other than Mr. Bradway, as our CEO. For Mr. Bradway, Cook & Co. provides data to the Compensation Committee of ~~December 31, 2010)~~the median and ~~revenue ($4.9 billion~~a range between the 25^th percentile and ~~$3.6 billion, respectively,~~75^th percentile of the specific compensation elements paid to CEOs in our peer group. In addition to the sources provided previously, for ~~2010).~~the determination of LTI equity awards, we also considered the Cook & Co. 2013 Survey of Long-Term Incentives.

In general, the “Market Median” is derived by averaging the values of the 2013 Towers Survey 50^th percentile and the 2013 peer group proxy statement 50^th percentile, except for Mr. Bradway as our CEO. The Market Median shown for Mr. Bradway was the median of the specific compensation elements paid to CEOs in our peer group, as reported by Cook & Co. from proxy statement filings and Form 8-K filings. Mr. Hooper’s position was not well-represented in either the 2013 Towers Survey or peer group proxy statements and, accordingly, based on his position as Executive Vice President, Global Commercial Operations with its global scope and span as well as degree of importance to the


								COMPENSATION DISCUSSION AND ANALYSIS

Company, Mr. Hooper was matched to the median of the second highest paid NEOs in the 2013 Towers Survey. No market comparable position data was available for Mr. Balachandran because his position as Executive Vice President, Operations had no comparable position included in the 2013 Towers Survey or peer group proxy statement filings as our peer group companies did not have individuals

in similarly global positions. Mr. Balachandran’s position was unique, as compared to positions reported in the 2013 Towers Survey and the peer group proxy statements, because it includes global oversight of all of the Company’s manufacturing operations, quality and product and process engineering.

Long-Term Incentive Equity Awards —

Our ~~Largest Primary Element~~compensation program aims to achieve the appropriate balance of ~~Executive Compensation~~

~~Long-Term Incentive Equity Award Grant Guidelines~~

Wecompensation relative to the responsibilities of our staff members, with the result that the largest proportion of the compensation program for our CEO and the other executive officers is in the form of LTI equity awards that are risk-based and closely aligned with the creation of long-term stockholder value. Equity-based compensation represents 72% of our CEO’s compensation and 64% of compensation for our other NEOs. In addition, we also grant LTI equity awards each year to nearly all of our ~~over 17,000~~ staff members worldwide to ~~emphasize~~increase awareness of how our performance impacts stockholder value.

Company Continues to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards

Our compensation philosophy, practices and ~~provide incentives for long-term Company performance and~~approach continue to be effective in balancing the use of equity to align employees with our stockholders while being mindful of the ~~interests~~level of ~~every staff member with those~~dilution that our stockholders experience. The Compensation Committee sets an LTI budget that is approximately at the 50^th percentile, or median, of our ~~stockholders.~~ peer group because, while the Compensation Committee supports a broad-based equity plan to align our staff members with our stockholders, based on the rates at which we grant LTI equity awards the Compensation Committee strives to limit the amount of stockholder dilution to that which would be expected to be experienced by stockholders of our peer group. The rates at which we grant LTI equity awards and its potential dilutive effect is consistent with our peer group levels and has decreased over the last five years.

LTI equity award grant guidelines for each job level within the Company are then set ~~for each executive officer level,~~ based on the size of the annual total LTI equity award ~~budget and peer group market data. When determining each NEO’s~~budget. We believe that our capacity to grant ~~level, the Compensation Committee considers the limited retirement benefits offered at~~equity-based compensation has been a significant factor in achieving our ~~Company, the goal of tying more compensation to the interests~~strategic objectives by rewarding execution of our strategy and stock price appreciation, aligning our NEOs’ and staff members’ interests with stockholders and the desire to be competitive among our peer group. In December 2011, we changed our methodology to grant shares based on a specific dollar valuation rather than a number of shares to avoid the impact of fluctuations in the stock price between the date on which the Compensation Committee determines the grant amountfostering long-term focus and ~~the actual grant date to ensure that value is delivered as intended.~~retention.

~~Prior to our May 2011 say on pay vote, in March 2011, we set our LTI equity award budget at the 75~~^th percentile of our peer group as had been our practice based on comparisons with our peer group companies and to account for our lack of more traditional forms of long-term wealth creation or retention programs, such as a defined benefit pension plan or subsidized Company-provided retiree medical plans that are common to our peer group. Based on our conversations with our stockholders following our 2011 say on pay vote, in which stockholders acknowledged the lack of such plans, but also recommended targeting a lower percentile, the Compensation Committee reduced the targeted benchmark measure for our LTI equity award budget for 2012 by 25 percentage points to the 50^th percentile, or median, of our peer group, which when combined with changes in our peer group, resulted in reductions in LTI equity award grant date valuations of 34% for Mr. Sharer as compared to 2011 on an annual basis (and a 72% reduction based on the actual grant provided to Mr. Sharer in 2012 to reflect his partial year of service as CEO in 2012). The Compensation Committee believes that the 50^th ~~percentile is an appropriate competitive target level for our 2012 LTI equity awards budget because it is responsive to our stockholders’ concerns about targeting a higher LTI equity award value.~~

Long-Term Incentive Equity Award ~~Mix~~Composition

In March 2011, annual LTI equity award grants were made to our NEOs and consisted of three-year performance units, time-vested RSUs and stock options (which vest in three approximately equal annual installments on the second through fourth anniversaries of the grant date). Previous grants of time-vested RSUs and stock options had vested in four equal installments, commencing on the first anniversary of the grant date. Performance units are earned at the end of the three-year performance period based on the extent to which the performance goals for the applicable period are met.

In October 2010, the Compensation Committee changed the LTI equity award mix for 2011. As previously described, further changes were made to the LTI equity award mix by the Compensation Committee in December 2011 for LTI equity awards in 2012. The chart below shows the changes to the LTI equity award mix over the last three years:

~~2011 Long-Term Incentive Equity Award Mix~~

The changes in the 2011 LTI equity award mix were made as part of a series of measures after a review of our peer group and broader market grant practice data. The increase in the weighting of the performance units in our overall LTI equity award mix provides a greater percentage of equity compensation that is at-risk and tied to the strength of our TSR performance as compared to that of our peer group and further aligns payouts with our stockholders’ interests.

The Compensation Committee believed that this incremental change in the mix of grant types, coupled with a new design for the 2011-2013 performance goals for performance unit awards based solely on our TSR results compared to the TSRs of the companies in the peer group (described above) struck an appropriate balance between pay for performance and the retention of talent necessary for the success of the Company over the longer-term.

~~2012 Long-Term Incentive Equity Award Mix~~

~~Based on conversations with our stockholders following our May 2011 say on pay vote, effective for~~ LTI equity awards granted to our NEOs in ~~2012, the Compensation Committee changed the LTI equity award mix to~~2014 consisted of 80% performance units and 20% ~~RSUs and eliminated stock options.~~ RSUs.

LOGO

This ~~change was made~~allocation results in ~~response to stockholder feedback and to provide a greater percentage~~the substantial majority of equity compensation ~~that is~~being earned ~~predominantly~~ based on our achieved performance. We believe it is important to ~~retain~~maintain a relatively small percentage of equity awards in the form of RSUs to ~~provide retention incentives.~~incentivize retention. This ~~mix~~composition of LTI equity awards also facilitates a more efficient use of the shares available under our LTI equity award plan and minimizes dilution as fewer shares are used ~~under our modeling~~ when granting performance units and RSUs ~~than when granting~~as compared to stock options. Performance units are generally earned at the end of the three-year performance period to the extent to which the performance


								COMPENSATION DISCUSSION AND ANALYSIS

goals for the applicable period are met. Our time-vested RSUs generally vest over four years, with no vesting in the first year and vesting in approximately three equal annual installments on the second, third and fourth anniversaries of the grant date (instead of four equal annual installments commencing on the first anniversary of the grant date). This delay in the commencement of RSU vesting further emphasizes the long-term performance focus of our LTI equity award program and enhances retention.

Value of Long-Term Incentive Equity Awards Granted to Named Executive Officers in ~~2011~~2014

~~Based on 2010 peer group market survey data (which reflected 2010 annual~~In December 2013, the Compensation Committee considered executive LTI equity award ~~grants),~~grants for 2014. To determine 2014 executive LTI equity award grant compensation, the Compensation Committee ~~determined 2011~~compared the value of the 2014 annual LTI equity awards ~~within a range around~~for each NEO being recommended by management to the 7550^th and 75^th percentile

of the peer group for each available NEO position (as previously described under “Peer Group Data”). The Compensation Committee also took the Company’s performance, the individual’s performance in their role and historical grant levels into account when determining individual grants.

In reviewing the peer group market data, the Compensation Committee took into account the reduction in the median values of our peer group. Also, the Compensation Committee noted the difference in LTI equity award values for our Executive Vice President roles (or their equivalents). As a result, the Compensation Committee approved reduced values for LTI equity award grants made in 2014 from those made in 2013 for all NEOs, other than the CEO, to respond to lower median values among our peer group ~~consistent with our annual~~for those roles. Also, the Compensation Committee approved slightly higher grant values for Mr. Hooper and Dr. Harper than granted to Mr. Balachandran because Mr. Hooper and Dr. Harper are viewed as having positions that have comparable impact to the execution of the Company’s strategy, whereas Mr. Balachandran’s role was viewed to be more comparable to the Chief Financial Officer market data available shown in the table below. The Compensation Committee awarded Mr. Bradway a LTI equity award grant ~~practice at the time. The Compensation Committee took our anticipated grant values, our performance and the individual’s performance into account when determining the grants. Our approach has been~~valued higher than in 2013 to ~~provide annual grants based on a fixed number of shares. The number of shares was established using the 75~~^th ~~percentile of~~maintain median positioning against our peer group ~~market survey data. At~~for this position as the ~~executive vice president level, each position was benchmarked against the 75~~^th percentile of the competitive market using the 2010 Towers Watson PHRA Executive Compensation Survey. We then calculated an average of the executive vice president positions to the extent available to determine a market rate2013 median for the ~~value of~~CEO position increased over the LTI equity awards. The Compensation Committee chose to provide an equal number of shares to each NEO in their position at the time the grants were made, with the exception of Messrs. Sharer and Bradway, to reflect the similar scope of their overall leadership responsibilities for each of these other NEO positions across our Company.prior year.


								COMPENSATION DISCUSSION AND ANALYSIS

Mr. Meline’s New Hire Equity Grant

Mr. Meline was appointed to ~~each NEO~~serve as the Company’s Chief Financial Officer effective July 21, 2014. Mr. Meline received an RSU grant with a value of $6,800,000 to compensate Mr. Meline for equity forfeited as a result of his leaving his previous employer, to induce him to join the Company and to provide LTI equity awards that are in ~~2012~~alignment with the Company’s stockholder interests.

Mr. Kelly’s Equity Grants

Mr. Kelly was appointed to serve as the Company’s Acting Chief Financial Officer on January 10, 2014. In connection with Mr. Kelly being asked to serve in this important capacity while the Company recruited a Chief Financial Officer, Mr. Kelly received a special RSU grant the value of which was $1,000,000 to compensate Mr. Kelly for his service as Acting Chief Financial Officer for the amount of time it was anticipated the search for a Chief Financial Officer would take. The first 50% of such grant vested on June 30, 2014 and the remaining 50% will ~~be value-based~~vest on June 30, 2015, subject to Mr. Kelly’s continued service with the Company. In April 2014, in connection with our annual LTI equity award grants to all staff members, Mr. Kelly received his annual grant valued at $350,000 (with performance units valued at $280,000 and ~~targeted~~RSUs valued at $70,000), commensurate with Vice President job level LTI equity award values. Mr. Kelly served as Acting Chief Financial Officer until Mr. Meline’s appointment to Chief Financial Officer in July 2014 and assisted in the 50^th ~~percentile~~transition of ~~our peer group market data.~~Mr. Meline.

After Mr. Meline’s appointment to Chief Financial Officer, Mr. Kelly was appointed to lead Global Business Services as a Vice President. In October 2014, Mr. Kelly was promoted to Senior Vice President, Global Business Services effective January 5, 2015. Based on the scope and strategic importance of Mr. Kelly’s new position, he received a promotion RSU grant valued at $300,000 in October 2014. This grant, when coupled with his 2014 annual grant of $350,000, brought his total annual grant level commensurate with typical Senior Vice President job level LTI equity award values.

Performance Units

The Compensation Committee grants performance units to tie actual compensation earned from LTI equity awards directly to our long-term performance. Performance units are rights to ~~receive~~earn shares of our Common Stock, based on pre-established performance goals achieved over a performance period, generally three years. Each performance unit earned entitles the participant to one share of the Company’s Common Stock. Performance units granted to our NEOs in 2014 represented 80% in value of their total LTI equity awards, ensuring that a significant proportion of equity compensation is earned based on the performance achieved by the Company.

Performance Award ~~Program –~~ Program—Performance Units ~~Earned~~Granted in 2014 for the ~~2009-2011~~2014-2016 Performance Period

~~Performance units~~The Compensation Committee regularly reviews and considers whether to update the performance award goal design with input from management and Cook & Co. This is to ensure that the performance award program continues to strongly align with the interests of our stockholders. Based on such review, in December 2013, the Compensation Committee approved a performance goal design for the ~~2009-2011~~2014-2016 performance period ~~were paid in March 2012~~substantially identical to that of last year’s performance awards (i.e., for the 2013-2015 performance period) based ~~upon our 2009 revenue and 2009 EPS, weighted equally, and modified at~~on the ~~end~~relative ranking of the Company’s three-year ~~performance period by a relative~~ TSR ~~multiplier measured over~~results against the ~~2009-2011 performance period.~~

three-year TSR results of the companies listed in the S&P 500 as of the grant date. The ~~relative TSR multiplier~~continued use of this design is based on the ~~ranking~~belief that a comparison to the S&P 500 companies:

Allows comparison to broader market performance indicators which is a realistic representation of our ~~three-year TSR compared with~~stockholders’ investment opportunities;

Addresses the ~~three-year TSRs~~challenges of using a single performance metric (TSR) given the ~~Comparator Group, comprised of the companies in~~broad comparator group; and

Tests our ~~2009 peer group. The relative TSR multiplier is expressed as a percentage and varies depending on~~performance against our ~~ranking within the Comparator Group companies, as shown below. The maximum TSR multiplier that could be achieved was 160%.~~

~~The performance results~~competition for ~~our 2009-2011 performance period are as follows:~~equity investor capital.

~~Performance~~

~~Units Granted~~

~~(Revenue Percentage (28.5%) + EPS Percentage (62.5%))~~

X ~~(TSR Multiplier (50%))~~


~~= Performance Units Earned (45.5%)~~				COMPENSATION DISCUSSION AND ANALYSIS

LOGO

The ~~actual~~target payout of 100% of the units granted requires our TSR to rank at the 50^th percentile, maximum payout of 150% is based on 75^th percentile ranking or above, 50% payout is based on 25^th percentile ranking and 0% payout is based on bottom ranking, with linear interpolation between bottom ranking and 75^th percentile ranking resulting in payouts ranging from 0% to 150% of the target performance units granted. However, in the event our absolute TSR is less than zero, the payout percentage shall not be greater than 100%, notwithstanding our ranking, to limit rewards in a performance period in which we perform in-line with, or better than, the S&P 500 companies but investors do not recognize growth in their investment in our Company.

The grant date of LTI equity awards to our executive management (comprised of Senior Vice Presidents and above), including our NEOs, is the third business day after the announcement of our annual results in January and the performance period commences on the grant date. The stock prices for TSR measurements is determined using the 20 trading days starting on the grant date and the last 20 trading days of the performance period, which reduces the effect of random stock price volatility on a given day or over a shorter time period.

Performance Award Program—2015–2017 Performance Period

In December 2014, the Compensation Committee decided to retain the design of the performance goals for the ~~2009-2011~~performance units granted for the 2015-2017 performance period ~~resulted in the Common Stock amounts earned~~ as ~~follows:~~previously described.

Named Executive Officer
   Number of Units
Granted (Target)    Performance
Multiplier (%) Number of Shares
of our Common
Stock Earned
Kevin W. Sharer
   73,000       45.5    33,215
Robert A. Bradway
   24,000       45.5    10,920
Roger M. Perlmutter
   24,000       45.5    10,920
Jonathan M. Peacock(1)
   n/a       n/a    n/a
Anthony C. Hooper(1)
   n/a       n/a    n/a

~~(1)~~

~~Messrs. Peacock and Hooper commenced employment with the Company after participants for the 2009-2011 performance period had been determined.~~

Performance Award Program—Performance Units ~~Awarded in 2011~~Earned for the ~~2011-2013~~ Performance Period Ending in 2014

InPerformance units for the 2012-2014 performance period were earned and converted into shares of Common Stock in March ~~2011,~~2015, calculated as set forth in the table below using a payout percentage resulting from the comparison of our three-year TSR (185.7%) to the average three-year TSR of the companies in the comparator group for this performance period (125.8%). The comparator group for this performance period was our peer group at the time the performance goals were set in 2012. However, Abbott Laboratories, a member of our peer group in 2012, spun off its pharmaceutical business into a new company called AbbVie Inc. in 2013. As a result of the Abbott Laboratories spin-off, in compliance with pre-established performance goals and Section 162(m) of the Internal Revenue Code, or Section 162(m), the Compensation Committee ~~modified the performance award program goal design for the 2011-2013 performance period to make our~~determined that AbbVie Inc. should replace Abbott Laboratories on a go-forward basis and that we would use a weighted TSR ~~compared to the average~~ of ~~the TSRs of our 13 company peer group for such period the single performance measure to determine the number of shares earned at the end~~47.85% Abbott Laboratories (the proportion of the performance ~~period. We believe TSR is an important metric as it provides~~period before the ~~greatest indication~~spin-off) and 52.15% AbbVie Inc. starting January 1, 2013, the effective date of ~~stockholder alignment and ensures that compensation realized reflects our stock~~the spin-off.

For the awards granted in 2012 whose performance ~~relative to our peer group. The~~period ended December 31, 2014, the payout percentage equals 100% plus two times the TSR percentage difference of our TSR less the average of the TSRs of our ~~peer~~comparator group companies which may be a positive or negative ~~amount.~~

~~For example, assume that on April 30, 2011, a participant~~amount, with actual results shown in the ~~2011-2013 performance period is awarded 1,500~~table below. The number of performance units ~~and that~~earned at the end of the ~~2011-2013~~ performance period ~~our TSR is 15%, the average TSR~~ranges from 0% to a maximum of our peer group companies is 9% and the TSR percentage difference is 6%. The resulting payout percentage will be 112% equal to 100% plus two times the TSR percentage difference. The participant will earn 1,680 shares of our Common Stock (equal to multiplying 1,500 performance units by the payout percentage).

The Compensation Committee chose to eliminate the single-year revenue and EPS measures from the goal design for the 2011-2013 performance period to focus exclusively on longer-term measures that are in full alignment with longer-term stockholder interests. The maximum number of performance units that may be earned is 150% of the target performance units ~~granted for the 2011-2013 performance period.~~granted.


								COMPENSATION DISCUSSION AND ANALYSIS

Initial Hire Performance Units for Mr. ~~Sharer,~~Hooper

To compensate Mr. Hooper for equity forfeited as a result of his leaving his previous employer, to induce him to join us and to provide long-term incentives that are in alignment with stockholder interests, certain performance units were awarded upon his hiring in October 2011. The last of these new hire performance unit awards had a performance period running from his hire date of October 27, 2011 and ending on December 31, 2014 with a grant of 35,185 performance units. The performance award goal design for this

performance unit award is identical to that of the 2012-2014 performance period previously discussed, including a maximum payout of 150%. These performance units were calculated using a payout percentage that is based upon our ~~current CEO, are set forth~~three-year TSR (204.2%) for the period compared to the average three-year TSR of the companies in the ~~table below~~comparator group for this performance period (139.5%) and ~~are representative~~resulted in a payout percentage that was limited to the maximum of 150%, or 52,777 performance units.


								COMPENSATION DISCUSSION AND ANALYSIS

Value of Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2015

In December 2014, the Compensation Committee considered executive LTI equity award grants for 2015 and compared the proposed value of the ~~results experienced~~2015 annual LTI equity awards for each NEO being recommended by management to the 50^th and 75^th percentile of the peer group for each NEO position and between the 35^th and 85^th percentile of the Company’s peer group with respect to our CEO (as previously described under “Peer Group Data”). The Compensation Committee also took the Company’s and the individual’s performance into account when determining individual grants. In reviewing the peer group market data, the Compensation Committee determined that the peer group data supported greater differentiation among LTI equity award values in 2015 for Executive Vice President roles. As such, Mr. Hooper received an increased LTI equity award for 2015 in response to the higher Market Median based on the second highest paid NEOs in 2014 peer group proxy statements and

Mr. Hooper’s role in the 2014 Towers Survey. Dr. Harper received the same LTI equity award grant as the prior year, consistent with the Market Median for his role. Mr. Meline also received an LTI equity award grant approximately at the Market Median for his role. Additionally, although more data was available for the 2015 LTI equity award for Mr. Balachandran than at the time of the 2014 LTI equity award, management and the Compensation Committee believe that Mr. Balachandran’s position continues to be unique because it includes global oversight of all of the Company’s manufacturing operations, quality, and product and process engineering. As such, this position is still not well-represented in either the peer group proxy statements or the 2014 Towers Survey because this data does not have individuals in similarly global positions. Accordingly, given his strategic importance and pay ranking within our ~~NEOs:~~Company, the Compensation Committee determined to set Mr. Balachandran’s LTI equity award level equal to his grant from the previous year.


								COMPENSATION DISCUSSION AND ANALYSIS

~~Stock Options and~~ Restricted Stock Units

Time-vested RSUs comprise only 20% of our LTI equity award grants for NEOs. They result in aone share of Common Stock being delivered ~~to the grantee~~ on the vesting of each RSU and serve as an ~~effective~~important and cost-effective retention tool ~~within our mix of grant types~~ because RSUs have intrinsic value on the date of grant and going forward.

~~The Compensation Committee has historically granted time-vested stock options to tie compensation to absolute increases in our stock price~~ Our RSUs generally vest over multi-year periods. Stock options are rights to purchase our Common Stock on or after the vesting date at the closing price of our Common Stock on the date of grant. Unlike RSUs, our stock price must increase over the exercise price set at the date of grant for stock options to have any value. Effective for 2012, the Compensation Committee determined to no longer grant stock options to our NEOs to provide greater emphasis on our performance units which for 2011 and 2012 are tied exclusively to our TSR as compared to the TSRs of the companies in our peer group.

~~Terms and Vesting~~

~~Beginning with the 2011 annual LTI equity award grants, the Compensation Committee revised the vesting period of RSUs and stock options from vesting in~~ four ~~equal annual installments commencing on the first anniversary of the grant date, to a delayed commencement of vesting,~~years in three approximately equal annual installments on the second, third and fourth anniversaries of the grant ~~date.~~date (instead of four equal annual installments commencing on the first anniversary of the grant date). This ~~action was taken to~~delayed vesting schedule further ~~emphasize~~emphasizes the long-term performance focus of ~~the~~our LTI equity award program ~~on increasing our stock price over the longer-term~~ and ~~to enhance~~enhances the retention of ~~talented~~ staff members by lengthening the average time from the date of grant over which shares are earned. For the 2011 annual grants, the term of our stock options is ten years to align our option grants with the competitive practice in place at our peer group companies,members.

Dividend Equivalents

We have dividend equivalent rights on RSUs and ~~in recognition of the fact that we are engaged in a long-cycle business, in which the Company~~ performance ~~that drives stockholder value is often realized over significant periods of time.~~

~~In March 2012, the Compensation Committee approved amendments to the RSU form agreements to grant~~units. Such dividend equivalents ~~on all grants of RSUs~~are payable only when and to the extent such ~~RSUs vest, commencing with the 2012 annual grant of RSUs, in response to our decision to grant dividends to our stockholders.~~

~~New-Hire Equity Grants~~

~~To compensate Mr. Hooper for equity lost as a result of his leaving his previous employer, to induce him to join the Company and to provide long-term incentives that~~awards are in alignment with stockholder interests, the Compensation Committee approved grants of an aggregate of 105,555 performance units (35,185 performance units in each of three varying performance periods) and 45,238 time-vested RSUs, with a total grant date fair value of $8,464,614, as described more fully below. Because the LTI equity awards were primarily for replacement, the award vehicles, grant values and vesting provisions were meant to be substantially similar to the values and structures of those awards at his previous employer.

With respect to the three performance unit awards of 35,185 units each, the number of units was computed using a value per award of $1,925,000 divided by the average daily closing price of our Common Stock for the 60 trading days immediately preceding the grant date of October 27, 2011. The performance units may only be earned and converted to shares ~~based on the performance~~ of ~~our TSR as compared to the TSRs of our peer group companies during the applicable performance period, with a maximum payout of 150% of the performance units granted.~~Common Stock. The ~~performance periods~~dividend equivalents may be paid in stock (with cash paid for the performance unit awards each commenced on the October 27, 2011 and shall end on December 31, 2012, December 31, 2013 and December 31, 2014, respectively. The goal design for these performance unit awards is identical to the awards for the 2011-2013 performance period awards, except that we added Allegan, Inc. and Celgene Corporation to the peer group used to calculate the payout. Mr. Hooper’s RSUs were granted on October 27, 2011 and 50% vested on March 2, 2012 with the remaining 50% to vestfractional shares) or in ~~approximately one-third increments on March 2, 2013, March 2, 2014 and March 2, 2015, contingent upon Mr. Hooper being actively employed with us through each vesting date.~~cash.

In December 2011, the Compensation Committee approved a time-vested RSU grant and, pursuant to our equity grant guidelines, on January 31, 2012 (the grant date), Mr. Hooper was granted 26,497 RSUs with a total grant date fair value of $1,753,836. This award was provided in addition to Mr. Hooper’s offer letter amount because (1) the value of equity grants forfeited by Mr. Hooper by leaving his previous position to take the position with us was higher than previously estimated as Mr. Hooper’s previous employer used an above-target multiplier, whereas we had used a target multiplier in our models, (2) the value of shares of Mr. Hooper’s previous employer, driven by the share price at the time of his departure, was higher than previously estimated in

our models and (3) Mr. Hooper’s previous employer had been more rigorous in pro-rating certain equity awards held by Mr. Hooper than we had previously modeled. Each of these RSUs will vest in three approximately equal installments on each of March 2, 2012, 2013 and 2014.

Approximately 76%, or $7,718,450, of the total equity awards granted to Mr. Hooper was not new compensation, but was granted to replace equity rights that Mr. Hooper forfeited due to joining us and terminating his employment with his previous employer.

~~Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2012~~

As Mr. Sharer plans to step down as CEO on May 23, 2012, in March 2012, the Compensation Committee determined to grant him a pro-rata LTI equity award that approximates the five months of the year he will serve as our CEO in an amount targeted at the median of our peer group in accordance with our new compensation policy to target the median. In connection with Mr. Bradway’s promotion to CEO effective May 23, 2012, in March 2012 the Compensation Committee determined that they would not grant a special promotional grant to Mr. Bradway. Further, Mr. Bradway’s 2012 LTI equity award grant and the LTI equity award grants for each of our other NEOS were also set at the median of our peer group.

~~Total Cash Compensation~~

~~Target Annual Cash Compensation~~

Target annual cash is the sum of the NEO’s base salary and target annual cash incentive award. The Compensation Committee believes that target annual cash compensation valued at the peer group median is an appropriate standard, absent unusual or special circumstances. The Compensation Committee compares target annual cash compensation for each NEO to the most recent peer group market data for comparable positions available at that time.

In early 2011, other than Mr. Hooper (who was not yet an employee), the Compensation Committee approved target annual cash compensation for each NEO after reviewing and comparing it to the peer group median as follows:

Named Executive Officer
   2011 Amgen Target
Annual Cash($)    Median
Target Annual Cash($)(1)    Difference vs. Median
Over/(Under)(%)
Kevin W. Sharer
   4,497,500       4,500,000    (0.1 )
Robert A. Bradway(2)
   2,056,000       1,956,435    5.1
Roger M. Perlmutter
   1,774,800       1,852,500    (4.2 )
Jonathan M. Peacock(3)
   1,512,000       1,798,730    (15.9 )

~~(1)~~

~~Peer group compensation data has been compiled from the 2010 Towers Watson PHRA Executive Compensation Survey.~~

~~(2)~~

In determining Mr. Bradway’s 2011 target annual cash compensation, the Compensation Committee reviewed data for the second highest paid employee from select companies as there was not enough data from our peer group. The information shown in the table above reflects Mr. Bradway’s cash compensation as compared to the pay levels of the second highest paid employee at these select companies.

~~(3)~~

~~Mr. Peacock commenced employment with our Company effective September 1, 2010 and his base salary was set to reflect his newly entering into the role of Chief Financial Officer of our Company.~~

Annual Cash Incentive Awards

Annual cash incentive awards to our NEOs are generally made under our stockholder approved EIP, which employs a stockholder approved formula that ~~generates~~establishes a maximum award possible for each ~~participant. Actual~~participant based on our adjusted net income. Our EIP is an umbrella plan intended to satisfy the performance-based requirements of Section 162(m). This year and in the past, actual awards under the EIP are determined by the Compensation Committee using their negative discretion under the EIP, generally ~~then determined using~~based on the pre-established Company performance goals ~~and results measured~~ under our GMIP. ~~During~~This approach is not purely formulaic, as the Compensation Committee also considers the contributions of

each participant’s role to our success during the performance period. Historically, and in 2014, the Compensation Committee has paid well below the maximum award permitted under the EIP and consistent with the results warranted by our performance under our Company goals. The majority of our staff members participate in our GMIP or our Value Enhancement Program, or VEP, an annual cash incentive award program also based on our pre-established GMIP Company performance goals and results.

No later than the first 90 days of the calendar year, the Compensation Committee determines the EIP participants, the EIP definition of adjusted net income, the maximum award payable to each participant under the EIP, the target annual cash incentive award opportunities under the EIP as a percentage of base salary, the GMIP Company performance goals and weightings and the percentages payable for threshold, target ~~bonus opportunities as~~and maximum performance under the GMIP.

For 2014, Messrs. Bradway, Hooper, Balachandran and Kelly and Dr. Harper were each a ~~percentage of salary. For 2011,~~participant in the EIP and the maximum award for each participant under the EIP iscontinued to be based on a percentage ~~(0.125% for our CEO and 0.075% for each of the other NEOs)~~ of our adjusted net income, as defined in the EIP⁽¹⁾ (0.125% for our CEO, 0.075% for each of the Executive Vice President NEOs and 0.05% for Mr. Kelly). ~~The~~In 2014, Mr. Meline was a participant in the GMIP because he was not an employee at the time participants in the EIP were determined. Mr. Peacock left the Company prior to the time EIP payments were made and he did not receive any cash incentive award for 2014. In 2014, the Compensation ~~Committee’s~~Committee continued its practice ~~has been to exercise~~of exercising negative discretion from the calculated EIP maximum award payable to each individual by using the GMIP Company performance goals score ~~and~~as applied to the participant’s target annual cash incentive award opportunity in making its determination of the actual award amount paid. ~~This approach is not purely formulaic, as the Compensation Committee also considers the contributions of each participant to our success during the performance period.~~ Annual cash incentive awards are paid in March of the year following the ~~EIP and GMIP~~ annual performance ~~periods. The Compensation Committee cannot increase~~period and certification of the ~~calculated EIP maximum award payable and can only reduce it.~~

The 2011 target annual cash incentive award opportunity for Mr. Sharer, our current CEO, remained at 150% of base salary, for Mr. Bradway remained at 100% of base salary and for the other NEOs remained at 80% of base salary. These target annual cash incentive award opportunities were calibrated to support total cash compensation at the median of our peer group. Mr. Hooper was not a participant under the EIP because Mr. Hooper had not commenced employment with the Company at the time participants were determined for 2011. Upon Mr. Hooper’s appointment as Executive Vice President, Global Commercial Operations in October 2011, he became eligible to participate in our GMIP and his target annual cash incentive award was set at 80% of base salary under the GMIP (pro-rated from his start date), consistent with the target annual cash incentive award opportunity for all of our other Executive Vice Presidents.

~~2011 GMIP Company Performance Goals~~

~~The GMIP Company performance goals approved~~resulting payouts by the Compensation Committee for 2011 were “Deliver Financially” (60% weighting), “Deliver the Best Pipeline” (25% weighting), and “Growth Opportunities” (15% weighting). These Company performance goals were selected to retain the emphasis on financial performance of revenue and EPS, while focusing the remaining goals on other factors critical to our near- and longer-term clinical and commercialization success that are embedded in our operating plans, budgets and forecasts. While all of these goals measure single-year performance, taken as a whole, they are intended to positively position us for both short- and long-term success:

The 2011 “Deliver Financially” goals (Revenue and EPS) are equally focused on top- and bottom-line growth, and were assigned the largest weighting of any goal category, consistent with the fundamental importance of financial performance to us and our stockholders over the longer-term. EPS was replaced with adjusted net income as one of the two primary financial goals for our 2012 annual cash incentive award program.Committee.

“Deliver the Best Pipeline” goals measured progress on both early- and later-stage product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over the near- and longer-term.

⁽¹⁾

For ~~2011,~~2014, adjusted net income for purposes of the EIP was defined as net income determined under U.S. generally accepted accounting principles, adjusted for the ~~following:~~following, net of tax: the adverse impact of changes in accounting principles; expenses and related costs incurred in connection with business combinations; non-cash interest expense on our convertible debt; stock option expense; losses and related costs incurred with respect to legal and contractual settlements; losses on disputes with tax authorities; expenses incurred in connection with restructurings and related actions; asset impairment charges, inventory write-offs; adverse impact of changes in tax law, costs arising from a natural disaster and ~~losses incurred on~~the impact of discontinued operations. Adjusted net income for purposes of the GMIP is adjusted net income we reported in our Form 8-K dated as of January 27, 2015.

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								COMPENSATION DISCUSSION AND ANALYSIS

Consistent with the prior year, the target annual cash incentive award opportunity for 2014 for Mr. Bradway was 130%, and for each Executive Vice President was 90%, of base salary. The target annual cash incentive award opportunity for Mr. Bradway and each Executive Vice President aligns us competitively with our peer group and, on average, falls slightly below the median of our peer group. Mr. Kelly’s target annual cash incentive award opportunity was 55% of base salary as his bonus opportunity had been increased from 40% in recognition of his service in the capacity of Acting Chief Financial Officer until Mr. Meline’s appointment to Chief Financial Officer.

2014 GMIP Company Performance Goals

The GMIP Company performance goals approved by the Compensation Committee for 2014 were “Deliver Financially” (60% weighting), “Deliver the Best Pipeline” (25% weighting), and “Deliver Annual Priorities” (15% weighting). These goals were selected to retain the emphasis on financial performance, while focusing the remaining goals on other factors that are relevant to the Company’s strategy and critical to our near- and longer-term clinical and commercialization success. While all of these goals measure single-year performance, taken as a whole, they are intended to positively position us for both near- and longer-term success:

The 2014 “Deliver Financially” goals (60%) Revenues and Adjusted Net Income are equally focused on top- and bottom-line growth and were assigned the largest weighting of 30% each, consistent with the fundamental importance of financial performance to us and our stockholders over the longer-term.

“~~Growth Opportunities”~~Deliver the Best Pipeline” goals (25%) measured progress on both early- and later-stage product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum,

which we believe is critical to our continued success over both the near- and longer-term. In 2014, we continued to significantly enhance our pipeline, the highlights of which include that six of our medicines generated positive registration-enabling data, four (Repatha™ (evolocumab)*, Corlanor^® (ivabradine)*, talimogene laherparepvec and BLINCYTO™ (blinatumomab)) were submitted for regulatory approval. In December 2014, the FDA approved BLINCYTO™ less than three months after submission. We also reported positive data on our AMG 334 study for patients with episodic migraines and, as a consequence, we announced a decision to move into Phase 3 in 2015.

“Deliver Annual Priorities” (15%) was chosen as a ~~2011~~2014 goal category to highlight the importance of accomplishing a series of current-year objectives to ~~acquire innovative products or make financially accretive acquisitions, prepare~~position us for the longer-term to ~~enter into~~execute under our Full Potential Program, develop drug delivery devices and deliver improvements in the ~~biosimilars market and expand our business into additional countries.~~area of decision making.

All of these goal categories are intended to create stockholder value in the near- and longer-term. There are no payouts for below-threshold performance on the two financial metrics. Threshold performance for the non-financial primary metrics, which are often expressed in milestones, are more subjective in nature than are the financial metrics and could result in a very small payout percentage ~~(1%~~(less than 1% of annual cash compensation). Maximum performance under each ~~measure~~metric results in earning 225% of target annual cash incentive award opportunity for that ~~measure.~~ metric.

For 2014, to reduce the GMIP Company performance goal score during years of high financial over-achievement, the Compensation Committee widened the minimum and maximum ranges of performance. In addition, the maximum payout for the financial goals for 2014 requires higher performance over plan than prior years.

*	FDA provisionally approved trade name.

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								COMPENSATION DISCUSSION AND ANALYSIS

2014 GMIP Company Performance Goals and Results

The table below illustrates the weighting of each goal, the goals established and our actual performance for ~~2011:~~2014:

Deliver Financially (60%)—Achieved 173.4%
Threshold    Target    Maximum       Achieved
Revenue (30%)
$ 14,550 million    $ 15,300 million    $ 16,050 million       $15,582 million
Achieved–135.7%
GMIP EPS⁽¹⁾(30%)
$4.85    $5.10    $5.35       $5.33
Achieved–211.0%

Deliver Financially (60% weighting)—Achieved 167.7%

Sub-goals

Threshold

Target

Maximum

Achieved

Revenues (30%)

$18,150 million

$19,400 million

$20,950 million

$20,063 million

Achieved–147.4%

Adjusted Net Income⁽¹⁾ (30%)

$5,725 million

$6,225 million

$6,850 million

$6,700 million

Achieved–187.9%

⁽¹⁾

~~For 2011,~~Adjusted net income for purposes of the GMIP EPS reflects adjustments for (i) any changes in tax law or accounting principles, the discontinuation or operations or the recording of any extraordinary items or (ii) any (a) merger, acquisition, and investment or asset related expenses, gains and losses, (b) asset impairment charges, (c) restructuring charges, (d) gains or losses from litigation, arbitration and contractual settlements, (e) non-cash interest expense on our convertible debt or (f) stock option expense, eachis adjusted net ~~of tax. EPS is the same measurement discussed in detail~~income as we reported in our Form 8-K dated as of January ~~26, 2012.~~27, 2015.

Deliver the Best Pipeline (25%) weighting)—Achieved ~~207.0%~~127.6%

Sub-goals

Results

Achieved

~~Execute Key Clinical Programs Including Filings, Obtain Approvals (15%~~Advance the Early Pipeline (5%)

•

Generated new product strategy teams.

50.0%

•

Initiated first-in-human studies.

~~Executed 13 of 13 key clinical studies.~~

~~Achieved 35% of filings or approvals out of possible 50%.~~

~~210.0%~~

~~Early Pipeline Advancement (10%)~~

•

~~Advanced 8 new product strategy teams.~~

~~202.5%~~

•

Advanced programs through the early-to-late stage portal.

Advance Late-stage Assets (20%)

~~Initiated 3 first-in-human studies.~~•

Executed key clinical programs, including filings and obtaining approvals.

147.0%

Deliver Annual Priorities (15% weighting)—Achieved 96.7%

Sub-goals

Results

Achieved

Full Potential Goals (7%)

•

Deliver savings for 2014.

~~4 programs moved through~~104.1%

•

Move the ~~early-to-late portal.~~first wave of transformation to implementation.

Drug Delivery (5%)

•

Develop and implement drug delivery systems to optimize lifecycle management, pipeline development, and innovation.

75.0%

Decision Making (3%)

•

Decision making goal setting.

112.5%

•

Decision making tool usage.


2014 GMIP Company Performance Goals Composite Score		147.0%

ï 2015 Proxy Statement57


~~Growth Opportunities (15%)—Achieved 173.4%~~
	*~~Results~~*	*~~Achieved~~*

*~~External Opportunities (5%)~~*	~~• Achieved 4 bids or deals in target markets.~~ ~~• Achieved 3 deals for innovative products or financially attractive acquisitions.~~		~~197.0%~~

*~~Biosimilars (5%)~~*	~~• Advanced a regulated environment that is science-based, patient safety oriented and provides incentives for innovation.~~ ~~• Completed the necessary pre-clinical, clinical, manufacturing, regulatory and commercial activities required to occur in 2011 to support the launch of targeted products.~~ ~~• Developed a business plan that meets market/partnering needs and secured meaningful interest from prospective partners.~~		~~199.3%~~

*~~Country Expansion (5%)~~*	~~• Achieved 2011 revenue of $144.0 million.~~ ~~• Achieved 31 new filings.~~ ~~• Entered 6 new countries.~~		~~123.8%~~	COMPENSATION DISCUSSION AND ANALYSIS

~~Our performance against the 2011 GMIP Company performance goals (as~~

2014 Annual Cash Incentive Awards

As shown in the table ~~above)~~above, our performance against the 2014 GMIP Company performance goals yielded a composite score of approximately ~~181.9%. The~~147% and the Compensation Committee awarded actual annual cash incentive awards under the EIP to ~~the~~our NEOs based on this composite score.

~~The following actual annual cash incentive awards were paid to our NEOs under the EIP and the GMIP at approximately 181.9% of target:~~ No further discretion was employed.

Named Executive Officer
   Target 2011
Award($)    Actual 2011
Award($)
Kevin W. Sharer
   2,684,365       4,882,000
Robert A. Bradway
   1,022,615       1,860,000
Roger M. Perlmutter
   784,646       1,427,000
Jonathan M. Peacock
   665,846       1,211,000
Anthony C. Hooper(1)
   108,154       196,000


Named Executive Officer	Target 2014 Award($)⁽¹⁾		Actual 2014 Award($)
Robert A. Bradway		1,950,000		2,867,000
Anthony C. Hooper		901,620		1,325,000
David W. Meline⁽²⁾		327,121		481,000
Sean E. Harper		806,850		1,186,000
Madhavan Balachandran		693,000		1,019,000
Michael A. Kelly		280,388		412,000
Jonathan M. Peacock⁽³⁾		n/a		0

(1)	Calculated in accordance with GMIP.

(2)

Because Mr. ~~Hooper~~Meline commenced employment with us in ~~October 2011,~~July 2014, he received a pro-rata share of his ~~2011~~2014 eligible award under the GMIP ~~award.~~as he was not an employee when participants in the EIP were determined. The target award shown reflects pro-rating based on the term of his employment during 2014.

(3)	Mr. Peacock ceased service as our Chief Financial Officer as of January 10, 2014 and is no longer an executive officer or employee. No annual cash incentive award was provided to Mr. Peacock in 2014.

In March ~~2012,~~2015, the Compensation Committee approved GMIP Company goal categories for ~~2012 performance that are substantially consistent with the 2011 Company~~2015 performance. These goal categories ~~except it replaced “Growth Opportunities” with “Reach More Patients Through Growth Opportunities.”~~ are “Deliver Results” (70%) (which is comprised of Revenues (30%), Adjusted Net Income (30%) and Execute New Product/Delivery System Launches (10%) sub-goals) and “Progress Innovative Pipeline” (30%) (which is comprised of “Execute Key Clinical Studies and Regulatory Filings” (20%) and “Advance Early Pipeline” (10%) sub-goals).

2011 Special Retention Award

In ~~addition,~~March 2011, while Mr. Balachandran served as our Senior Vice President, Manufacturing, the Compensation Committee ~~replaced EPS with adjusted net income~~approved a $1,000,000 special cash retention award to Mr. Balachandran, payable in installments of $330,000 on March 2, 2012 and 2013 and $170,000 on March 2, 2014 and 2015, subject to his continued employment through such dates (excluding terminations due to death or disability and involuntary termination by us not for cause). This special retention award was made in light of Mr. Balachandran’s valued performance in his then-current role and the Company’s desire to retain him as ~~one~~a succession candidate for the role of ~~the two primary financial goals in our 2012 annual cash incentive award program to align compensation with a measure that more directly correlates with the underlying performance of our operations.~~

~~In March 2012, the Compensation Committee increased the target annual cash incentive award opportunity for~~ Executive Vice ~~Presidents, including Messrs. Peacock~~President, Operations. In August 2012, Mr. Balachandran was promoted to Executive Vice President, Operations.

Mr. Meline’s Sign-On Bonus

To replace the pro-rata value of Mr. Meline’s 2014 bonus at his current employer, which was forfeited upon his leaving, and ~~Hooper, from 80%~~to induce Mr. Meline to accept the Company’s offer of ~~base salary to 90% of base salary for 2012 compensation. This increase was made based on peer group market data, which suggested that we were significantly below~~employment and join the median of our peer group and this increase in our target annual cash incentive award opportunity to 90% would cause us to be competitive with our peer group and still fall slightly below the median of our peer group. In addition, in connection withCompany, Mr. ~~Bradway’s promotion to CEO on May 23, 2012, the~~

Compensation Committee increased the target annual cash incentive award opportunity for Mr. Bradway to 130% of base salary for 2012 compensation. This percentage targets the median of our peer group and is lower than the target annual cash incentive award opportunity of 150% for Mr. Sharer because the peer group median has decreased since Mr. Sharer’s annual cash incentive award opportunity was set.

~~New-Hire Bonus~~

~~We paid Mr. Hooper~~Meline received a sign-on bonus ~~totaling $2,700,000, consisting~~ of an$2,000,000 (50% vested on August 21, 2014 and the other 50% will vest on July 21, 2015) in addition to his initial payment of $1,000,000 and an additional payment of $1,700,000 to induce Mr. Hooper to join our Company and to attract him to our Company and California. In addition, in March 2012, Mr. Hooper received $350,045 as a make-whole bonus to compensate him for the loss of his 2011 bonus amounts from his then-current employer as the result of his departure. Mr. Hooper brings broad global commercial operations experience crucial in implementing a strategic vision for the Company’s growth and international expansion. Mr. Hooper’s new-hire bonus reflects his experience and an inducement amount necessary to attract him to our Company. Mr. Hooper’s sign-on bonus must be repaid in full if Mr. Hooper voluntarily resigns his employment for any reason or if we terminate Mr. Hooper’s employment due to cause, in either event, prior to the two year anniversary of his start date of October 27, 2011.hire RSU grant previously discussed.

Base Salaries ~~— Our Smallest Primary Element of Executive Compensation~~

~~The base salary for each staff member, including NEOs, is managed within the range of base salaries set for that staff member’s level.~~ Generally, in March of each year, the ~~specific~~ base salaries for the NEOs are set based, in part, upon the Compensation Committee’s review of the peer group ~~base salary~~ data ~~available for each NEO position. Data reviewed typically includes~~compared with the 25^th~~, 50~~^th ~~and 75~~^th ~~percentile data.~~Market Median as previously described under “Peer Group Data.” In addition, the Compensation Committee considers our performance, market conditions, retention and such other factors deemed relevant. Further, the Compensation Committee ~~deems relevant. Additionally,~~receives management’s, including our ~~CEO engages in a discussion with the Compensation Committee concerning his~~CEO’s, assessment of the performance of each of the other NEOs and ~~his~~ recommendations regarding any base salary adjustments for them. The Compensation Committee uses our management’s and CEO’s evaluation of the performance of the NEOs that report to our CEO, each ~~other~~ NEO’s performance, information with respect to each ~~person’s~~NEO’s experience and other

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qualifications, ~~peer group base salary market data~~the Market Median and ~~the base salary adjustment recommendation made by the CEO~~environmental conditions in determining each NEO’s base salary. ~~NEOs have no expectation or guarantee of a~~No increase in base salary ~~increase and no pre-established formulaic base salary increases are granted.~~is automatic or guaranteed.

In March 2011, the Compensation Committee engaged in extensive discussions regarding executive compensation and assessed the market competitiveness of each of the then-NEO’s base salary and such officer’s performance as well as, but to a lesser degree, the Company’s overall performance. After these discussions,2014, the Compensation Committee determined that ~~each NEO’s~~there would be no increase in base ~~salary should generally be increased by 2.8%, which was~~salaries for our NEOs. This is consistent with the ~~increases granted to our U.S.-based~~Compensation Committee’s determination that base salaries for each staff ~~members. The~~member at a

senior managerial level and above would not be increased, except as previously approved by the Compensation Committee ~~approved a 5% base salary increase for Mr. Peacock, increasing his salary~~with respect to ~~$840,000,~~recent promotions or appointments, to ~~make his salary more competitive~~attain better alignment with the peer group ~~median~~ for ~~his position~~such levels. As a result, base salaries of ~~approximately $947,000.~~our NEOs were generally slightly below the Market Median.

2014 Base Salary Market Position

The 2014 base ~~salary adjustments approved~~salaries and ~~implemented in March 2011~~Market Median position are shown in the table below:

Named Executive Officer
   2010 Base
Salary($)    Increase(%)    2011 Base
Salary($)
Kevin W. Sharer
   1,750,000       2.8       1,799,000
Robert A. Bradway
   1,000,000       2.8       1,028,000
Roger M. Perlmutter
   959,000       2.8       986,000
Jonathan M. Peacock
   800,000       5.0       840,000


Named Executive Officer	2013 Base Salary ($)		Increase (%)		2014 Base Salary ($)		Market Median ($)		Difference vs. Market Median Over/(Under) (%)
Robert A. Bradway		1,500,000		0		1,500,000		1,575,000		(4.8	)
Anthony C. Hooper⁽¹⁾		1,001,800		0		1,001,800		1,070,000		(6.4	)
David W. Meline⁽²⁾		n/a		n/a		900,016		901,092		(0.1	)
Sean E. Harper		896,500		0		896,500		989,703		(9.4	)
Madhavan Balachandran⁽³⁾		770,000		0		770,000		n/a		n/a
Michael A. Kelly⁽⁴⁾		509,796		0		509,796		n/a		n/a
Jonathan M. Peacock⁽⁵⁾		904,900		0		n/a		n/a		n/a

(1)	See “Peer Group Data” previously described regarding the market data for Mr. Hooper.

(2)	Mr. Meline commenced employment with us in July 2014 and was not an employee at the time base salaries were determined.

(3)	As there was no position match in either the 2013 Towers Survey or peer group proxy statements, Mr. Balachandran was compared to the salaries of the other NEOs to determine his base salary.

(4)	As Mr. Kelly served as our Acting Chief Financial Officer during our search for our Chief Financial Officer, the Compensation Committee maintained his base salary to reflect the temporary nature of this role.

(5)	Mr. Peacock ceased service as our Chief Financial Officer as of January 10, 2014 and is no longer an executive officer or employee. Mr. Peacock did not serve in an executive officer role when the Compensation Committee determined base salaries in March 2014.

~~The Board appointed Mr. Hooper to serve as~~

2015 Base Salary Adjustments

In March 2015, the ~~Company’s Executive Vice President, Global Commercial Operations effective October 27, 2011.~~Compensation Committee determined that base salaries for each NEO would again not be increased. This is consistent with the Compensation Committee’s determination that base salaries for each staff member at an executive director level and above would not be increased in recognition of our on-going transformation activities.

Target Total Annual Cash Compensation

Target total annual cash is the sum of the NEO’s base salary and target annual cash incentive award. The Compensation Committee ~~set Mr. Hooper’s initial base salary at $950,000, a level sufficient to attract him from his then-current employer, yet less than the base salary of his predecessor in the same role.~~

In March 2012, each NEO, with the exception of Mr. Sharer who will retire from the position of CEO effective May 23, 2012, received a base salary increase. Mr. Bradway received a base salary increase of approximately 36% to $1,400,000 annually in connection with his promotion to CEO on May 23, 2012. His base salary is targeted slightly above the 30^th ~~percentile of~~believes that reviewing our peer group because the Compensation Committee wanted to provide Mr. Bradway with a sizeable increase to reflect his new responsibilities as CEO. Mr. Peacock received a base salary increase of 5% to bring him closer to (although still below) the median of our peer group. Mr. Hooper received a base salary increase of approximately 2.8%, which was generally intended to maintain his relative positioningNEOs’ target annual cash compensation as compared to the Market Median provides a useful check.

In March 2014, the Compensation Committee reviewed target annual cash compensation for each NEO comparing it to the Market Median as set forth below and received historical target annual cash compensation figures over the previous three years. Our target total annual cash compensation was generally below the Market Median, which the Compensation Committee considered appropriate. For more information regarding the determination of Market Median and the peer group ~~median and was consistent with~~data reviewed, see “Peer Group Data” previously described. No material adjustments were made to target annual cash compensation for any of our NEOs as a result of this review by the ~~increases granted to our U.S.-based staff members generally.~~Compensation Committee as the comparisons demonstrated acceptable market alignment as well as appropriate internal pay equity among the Executive Vice Presidents.

~~Perquisites~~ï 2015 Proxy Statement59


								COMPENSATION DISCUSSION AND ANALYSIS

2014 Target Annual Cash Compensation


Named Executive Officer	2014 Amgen Target Annual Cash ($)		Market Median ($)		Difference vs. Market Median Over/(Under) (%)
Robert A. Bradway		3,450,000		3,750,000		(8.0	)
Anthony C. Hooper⁽¹⁾		1,903,420		2,140,000		(11.1	)
David W. Meline⁽²⁾		1,710,030		2,029,200		(15.7	)
Sean E. Harper		1,703,350		1,897,212		(10.2	)
Madhavan Balachandran⁽³⁾		1,463,000		1,903,426		(23.1	)
Michael A. Kelly⁽⁴⁾		790,184		n/a		n/a
Jonathan M. Peacock⁽⁵⁾		n/a		n/a		n/a

(1)	See “Peer Group Data” previously described regarding the market data for Mr. Hooper.

(2)	Mr. Meline commenced employment with us in July 2014 and was not an employee at the time target annual cash compensation was determined for the other NEOs. The amounts above show an annualized amount.

(3)	As there was no position match in either the 2013 Towers Survey or peer group proxy statements, Mr. Balachandran was compared to the target annual cash compensation of the other NEOs to determine his target annual cash compensation.

(4)	As Mr. Kelly served as our Acting Chief Financial Officer during our search for our Chief Financial Officer, no increase was made to Mr. Kelly’s target annual cash compensation as a result of his service as Acting Chief Financial Officer or his promotion to Vice President, Global Business Services.

(5)	Mr. Peacock ceased service as our Chief Financial Officer as of January 10, 2014 and is no longer an executive officer or employee. Mr. Peacock did not serve in an executive officer role when the Compensation Committee determined target annual cash compensation in March 2014.

Perquisites

Perquisites are ~~intended to be~~ limited in both in type and in monetary value. ~~We do believe,~~The Compensation Committee believes, however, that ~~offering our NEOs~~ certain perquisites ~~facilitates~~facilitate the efficient operation of our business, allowing ~~these~~our NEOs to better focus their time, attention and capabilities on our Company, ~~permits our NEOs~~permit them to be accessible to the business as required, ~~alleviates~~alleviate safety and security concerns and ~~assists~~assist us in recruiting and retaining ~~these~~ key executives. The perquisites provided to our NEOs generally include an allowance for personal financial planning ~~and~~services, including tax preparation services (not to exceed $15,000 annually ~~combined)~~in aggregate), annual physical examinations, Company-paid moving and relocation expenses ~~when they are required by us~~paid on behalf of newly-hired and current executives who agree to ~~move~~relocate to ~~a new location and,~~work on the Company’s behalf, in limited instances, personal expenses when on business travel such as guests accompanying NEOs on business travel. Certain of our NEOs also have access to ~~the personal use of~~ a Company car and driver and, subject to the ~~use~~approval of our CEO, the Company aircraft ~~to facilitate efficient use of time and alleviate security concerns.~~for personal use. Our CEO is encouraged to use our ~~private~~Company aircraft for all of his travel (business and personal) because the Compensation Committee believes that the value to us of

making the aircraft available to our CEO, in terms of safety, security, accessibility and efficiency, is greater than the incremental cost that we ~~incur to make the aircraft available.~~incur.

It is the Compensation Committee’s intention to continually assess business needs and evolving practices to ensure that perquisite offerings are competitive and in the best interests of our stockholders. No tax gross-up reimbursements ~~for NEOs~~ are provided to NEOs, except in connection with reimbursement of moving and relocation expenses ~~(excluding~~consistent with our other staff members and our general relocation policy. We do not provide tax gross-ups for assistance with loss on sale of a ~~home), consistent with our other staff members.~~home. We believe that providing tax gross-up reimbursements on the applicable moving and relocation expenses paid on behalf of newly-hired ~~executives who agree to relocate on the Company’s behalf~~ and current executives who agree to ~~expatriate to another country to work~~relocate on the Company’s behalf is appropriate because it treats these executives in a similar manner as ~~non-executive newly-hired employees and current employees~~non-executives under our Company-wide policy ~~and~~which is designed to maximize allocation of our human resources in the best interest of the Company. It also assists in the attraction and retention of the executive talent necessary to compete ~~successfully in the market.~~successfully.

~~In March 2011, the Compensation Committee limited the~~We have caps on moving and relocation ~~benefits for the top executives of the Company. Specifically,~~expenses and on home sale loss assistance for Senior Vice Presidents and ~~above, the Company has:~~

~~capped moving and relocation expenses;~~

~~capped assistance on loss on sale of a home; and~~

~~clarified that relocation tax gross-ups do not apply to assistance on loss on sale of a home.~~

above. Our Company-wide policy includes a repayment provision applicable to all staff members (including our NEOs) which requires ~~an employee~~a new staff member hired from outside the

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Company or staff members who accept an assignment and relocate, to repay us for moving and relocation expenses incurred by us in the event that the ~~employee~~staff member does not

complete the move, resigns or is discharged for cause from the Company within two years of the ~~employee’s~~ employment start date (with a pro-rata refund in the second year). ~~For employees who accept an expatriate assignment, the repayment provision is one year from the assignment date.~~

~~Mr. Peacock, our Executive Vice President~~Compensation Policies and Chief Financial Officer, who relocated from Switzerland to California upon his hiring, and Mr. Hooper, our Executive Vice President, Global Commercial Operations, who relocated from New Jersey to California, incurred moving and relocation expenses during 2011 in accordance with our relocation policies. Specifically, the material relocation benefits provided to Messrs. Peacock and Hooper in 2011 included reimbursement for closing expenses and other costs related to the sale of a prior

residence, housing and living expenses, reimbursement of miscellaneous other relocation expenses (including for Mr. Hooper, costs for use of our aircraft for relocation-related trips), and tax gross-up payments on the taxable portion of such benefits provided. See “Summary Compensation Table—~~All Other Compensation—Perquisites and Other Compensation~~~~” in our Executive Compensation Tables for more information on these benefits.~~Practices

~~COMPENSATION POLICIES AND PRACTICES~~

Clawback Policy

We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers, including our NEOs, if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement.

Recoupment Provisions

Our cash incentive compensation plans (EIP, GMIP and VEP) expressly allow the Compensation Committee, or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an

employee has earned an annual cash incentive award or the amount of any such award. This provision is not intended to limit any other action that the Company could take against an employee, including other disciplinary actions (up to termination), ordinary course performance considerations, disclosure of wrongdoing to the government and pursuit of any other legal claims against such employees.

Stock Ownership Guidelines

Our stock ownership guidelines require our executives to hold a meaningful amount of our Common Stock, promote a long-term perspective in managing the ~~company,~~Company, further align the interests of our executives and stockholders and mitigate potential compensation-related risk. Executives are generally given five years following their hire into their current job level to comply with these guidelines, with compliance measured based on holdings and stock price as of December 31

^st. Once these ownership guidelines are met, executives are expected to maintain such ownership until they change job levels or are no longer employed by the Company. As of November 8, 2011, all executive officers, including our NEOs, that were required to meet their applicable ownership guidelines did so. Messrs. Bradway, Peacock and Hooper are not required to meet their guidelines until 2014, 2015 and 2016, respectively.Stock Ownership Guidelines Requirements

The ~~current~~ stock ownership guidelines ~~are~~for 2014 were as follows, with the ownership requirement for the CEO having increased from five times base salary to six times base salary recommended by the Compensation Committee and approved by the Board in March 2012 and effective March 15, 2012:follows:


Position		Stock Ownership Requirement
Chief Executive Officer	~~Six times base salary~~
~~President and Chief Operating Officer~~	~~Three times~~6x base salary
Executive Vice President	~~Three times~~	3x base salary
Senior Vice President	~~13,500 shares~~	2x base salary
Vice President	~~4,500 shares~~	1x base salary

The following holdings count towards satisfying these stock ownership ~~requirements, each as of the certification date:~~requirements:

shares of our Common Stock that are not subject to forfeiture restrictions and are beneficially held;

shares of our Common Stock held through a 401(k) plan or other qualified pension or profit-sharing plan; and

shares purchasable with funds then allocated under our Employee Stock Purchase Plan.

Executives are generally given five years following their placement into their current job level to comply with these guidelines. Executives who are promoted to a status with a

stock ownership level one level higher than the executive was previously required to satisfy, have three years to comply with the new ownership level if the executive has been subject to the stock ownership guidelines for five or more years. Once these ownership guidelines are met, executives are expected to maintain such ownership until they change job levels or are no longer employed by the Company. As of October 24, 2014, the effective date of our executive certifications, all executive officers, including our NEOs, who were expected to meet such guidelines, were in compliance. NEOs promoted to a new position within the last five years have the compliance dates for their new position as set forth in the table below.

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								COMPENSATION DISCUSSION AND ANALYSIS

Stock Ownership Guidelines Compliance Dates and Holdings

With the exception of Mr. Meline, who commenced employment with our Company on July 21, 2014, all NEOs substantially exceed their applicable stock ownership requirements.

LOGO

Insider Trading Policy and Practices

~~Our insider trading policy prohibits all~~All staff members ~~from~~and our Board are prohibited from: (i) buying or selling our Common Stock while aware of any material nonpublic ~~information or~~information; (ii) engaging in short sales with respect to our Common ~~Stock, from~~Stock; (iii) pledging or purchasing ~~or pledging~~our Common Stock on margin ~~(with the exception of the use of a margin account to purchase our Common Stock in connection with the exercise of company-granted stock options),~~ or (iv) entering into any derivative, hedging or similar transactions with respect to our Common Stock.

We do not have any executive 10b5-1 plans.

Policies for Grants of Long-Term Incentive Equity Awards

In accordance with our Equity Awards Policy, our regular annual ~~grants of~~ LTI equity ~~awards~~award grants are typically approved at an in-person or telephonic meeting of the Compensation Committee (for grants of equity awards to executive ~~officers,~~management, including our NEOs) or the Equity Award Committee (for grants to all other staff members). In unusual ~~and compelling~~ circumstances, LTI equity awards may be approved by the Compensation Committee or Equity Award Committee by unanimous written consent.

~~The Compensation Committee typically approves the~~Regular grants of annual LTI equity awards ~~made~~ to our executive ~~officers,~~management (comprised of Senior Vice Presidents and above), including our NEOs, ~~during its March meeting. The~~are approved in December with a grant date ~~for annual awards of stock options and RSUs~~that is the third business day after the release of our ~~first fiscal quarter earnings. For stock options, the exercise price is equal to the closing price~~annual earnings, generally in January of the ~~Company’s Common Stock on~~following year, to align the grant ~~date.~~date with the start of the performance period. Our ~~executive officers~~NEOs may also receive special equity awards ~~of stock options or RSUs~~ on an ad hoc basis as determined by the Compensation Committee as new hires or for recognition and retention, ~~promotional~~

promotions or other purposes, but generally only on the third business day after the release of our quarterly or annual earnings after the date of determination by our Compensation Committee. The grant date for annual awards of performance units and RSUs to staff members other than our executive management is the third business day after the release of our first fiscal quarter earnings.

Tally Sheets

~~As part of its executive compensation review conducted annually, the~~The Compensation Committee annually reviews a tally ~~sheet~~sheets for each NEO, setting forth all components of compensation, including compensation ~~paid~~payable at termination, retirement or ~~at the time of~~ a change of control. ~~The~~These tally ~~sheet also includes a summary of both~~sheets summarize the number of shares and the value at a given price of the LTI equity awards held by each NEO, as well as each NEO’s individual cumulative account balances in our benefit plans. These tools are employed by the Compensation Committee as a useful check on total annual compensation and the cumulative impact of our long-term programs and are considered important to understand both the overall and longer-term impact of compensation decisions.

Based on its review of the tally sheets, the Compensation Committee may increase or decrease certain individual elements of compensation to align total compensation with peer group market data and to promote internal equity among our NEOs, other than ~~the~~our CEO. No material adjustments to total compensation for any of our NEOs were made ~~in 2011~~ as a result of the review of these tally sheets by the Compensation ~~Committee.~~Committee in 2014.

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								COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Website

We have implemented a website, accessible at~~Retirement Arrangement,~~ www.amgen.com/executivecompensation, which provides a link to this proxy statement and invites our stockholders to fill out a survey to provide input and feedback to the

Compensation Committee regarding our executive compensation policies and practices. All input from our stockholders is valuable and the Compensation Committee appreciates your time and effort in completing the survey.

Non-Direct Compensation and Payouts in Certain Circumstances

Offer ~~Letters, Consulting~~Letter, Severance Arrangement and Change of Control Benefits

Our CEO and other NEOs are generally not covered by contractual arrangements that provide for severance or other payments in the event of termination, but all are participants in our Change of Control Severance Plan discussed below. In addition, we typically enter into offer letters with new hires detailing their compensation and requirements to pay back certain elements of ~~compensation and any limited severance arrangements to mitigate the candidate’s risk in changing jobs.~~

compensation. To attract talented executives from outside the Company, our offer letters generally include severance terms that apply to terminations ~~that are~~ initiated by the Company and occur for reasons “other than cause” within ~~a limited period of time~~three years from the date of hire. ~~Benefits of this type~~These benefits are sometimes provided to officer-level candidates to provide an incentive tofor them to join ~~the Company~~us by reducing the ~~risk of~~risks associated with making such a job change.

~~Kevin~~Offer Letter—David W. ~~Sharer~~

On December 14, 2011, Mr. Sharer notified us of his plan to step down as CEO effective May 23, 2012 and as Chairman of the Board and an employee of the Company at the end of 2012. When Mr. Sharer steps down as CEO in May 2012, he will assist in the transition of our new CEO and provide leadership to the Board. Through the end of Mr. Sharer’s employment with the Company on December 31, 2012, we will continue to pay Mr. Sharer a regular salary at his current base salary rate and he will be eligible for a pro-rata portion (or approximately five/twelfths) of his annual cash incentive award for 2012 for the service provided as our CEO. During 2012, he will also continue to participate in the normal benefits and perquisites as currently provided by the Company to Mr. Sharer.

Mr. Sharer was granted a reduced amount (or approximately five/twelfths) of his LTI equity awards for 2012 for the service provided as CEO through May 2012. The provisions of the performance award program and our RSU grant agreement requiring pro-ration of the performance units earned or RSUs vesting, as applicable, upon the occurrence of certain events, including death, disability or retirement shall not apply to Mr. Sharer’s grant of performance units under the 2012-2014 performance program or 2012 annual grant of RSUs. Like our other retirement-eligible employees, following Mr. Sharer’s retirement in December 2012, he will continue to vest in his outstanding RSUs and stock options in accordance with their original vesting schedules and he will continue to be entitled to a full payout from his outstanding performance units (for the 2010-2012, 2011-2013 and 2012-2014 performance periods). There will be no severance paid to Mr. Sharer. The Compensation Committee has approved providing Mr. Sharer with office space and administrative and technical support until December 31, 2017, but no decisions have been made regarding the specific support levels to be provided.

~~Jonathan M. Peacock~~Meline

Mr. ~~Peacock,~~Meline, who commenced employment as our Chief Financial Officer effective September 1, 2010, is currently subject to an offer letter approved by the Compensation Committee. Mr. Peacock’s offer letter provides for standard severance protection for three years following his hire date at a benefit multiple of two times annual base salary and target annual cash incentive award opportunity plus up to 18 months of Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, medical coverage paid by us. These severance benefits will expire on September 1, 2013. To facilitate Mr. Peacock’s relocation from Switzerland to the U.S., he received our relocation package for international relocations. Mr. Peacock will repay his moving and relocation expenses incurred by the Company in the event Mr. Peacock resigns or is discharged for cause from the Company within two years (with pro-rata refund in the second year of his hire date).

~~Anthony C. Hooper~~

~~Mr. Hooper, who commenced employment effective October 27, 2011,~~July 21, 2014, is currently subject to an offer letter that was negotiated ~~with Mr. Hooper~~ in connection with his hiring and approved by the Compensation Committee. Mr. ~~Hooper’s compensation and benefits for 2011 are described in this Compensation Discussion and Analysis. Mr. Hooper’s~~Meline’s offer letter ~~also provides Mr. Hooper with~~included our standard relocation assistance ~~and our standard severance protection for new executives.~~to facilitate Mr. Meline’s relocation from Minnesota to California. We agreed to provide Mr. ~~Hooper~~Meline with ~~these~~a base salary of $900,016, which was targeted at the Market Median, and a target annual cash incentive award opportunity of 90% of base salary, which is consistent with the target annual cash incentive award opportunity for each of the other Executive Vice Presidents. We also agreed to provide Mr. Meline with a $2,000,000 sign-on bonus, with $1,000,000 payable within 30 days of his hire date and $1,000,000 to be paid on the one year anniversary of his hire date, or July 21, 2015, to replace the pro-rata value of Mr. Meline’s 2014 bonus with his former employer which was forfeited upon leaving his position. We also agreed to provide Mr. Meline with an RSU grant at a value of $6,800,000 to compensate Mr. Meline for equity forfeited as

a result of his leaving his previous employer, to induce him to join the Company and to provide long-term incentives that tie a significant portion of Mr. Meline’s compensation to the value of our stock in alignment with the Company’s and its stockholders’ interests. To replace Mr. Meline’s forfeiture of certain pension benefits at his former employer, Mr. Meline was also provided with a contribution to his Deferred Compensation Plan of $1,600,000 which will vest at the rate of 12.5% per year from 2015 through 2022 as long as Mr. Meline remains actively and continuously employed by us. We agreed to provide Mr. Meline with such compensation and benefits because Mr. ~~Hooper’s~~Meline’s leadership talent and broad ~~commercial operations~~international experience ~~and his leadership roles in developing the pharmaceutical business in Latin America, the Middle East, Africa, Canada, Japan and several countries in the Pacific Rim are~~was important to ~~implementing~~the Company as we execute our ~~strategic vision~~strategy for long-term growth and ~~international expansion~~bring our pipeline of medicines toward commercialization in a number of new markets and to attract him to our Company and California. Mr. ~~Hooper’s~~Meline’s compensation and benefits were designed and negotiated to facilitate a prompt, effective and fair process.

Mr. ~~Hooper’s~~Meline’s offer letter provides for cash severance protection for three years following ~~Mr. Hooper’s~~his hire date ~~at a benefit multiple of two times~~equal to one year’s annual base salary and ~~80%~~a target annual cash incentive award (currently 90% of his annual base ~~salary~~salary) plus up to 1812 months of Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, medical and dental coverage paid by us. ~~As with Mr. Peacock, benefits~~Benefits of this type are ~~sometimes~~often provided to officer-level candidates to provide an incentive to them to join the Company by reducing the risk of making such a job change. These severance benefits will expire on July 21, 2017, and are payable only if Mr. Meline is terminated other than for “cause.”

Severance Arrangement—Jonathan M. Peacock

Mr. Peacock resigned as our Chief Financial Officer effective January 10, 2014, at which time he continued to be employed in a non-executive officer capacity to assist in the transition of Mr. Kelly, our then-Acting Chief Financial Officer, which transition period ended in May 2014. Upon his

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								COMPENSATION DISCUSSION AND ANALYSIS

termination from the Company, Mr. Peacock was provided the following severance benefits: (1) lump sum payment that is approximately equal to 1.5 times base pay salary plus target annual cash incentive award opportunity; (2) reimbursement for COBRA medical coverage for up to 18 months; (3) senior executive career transition services for up to 12 months; (4) a cash payment in an amount that is approximately equal to the pro-rata value of the last unvested tranche of his new hire equity awards (stock options and RSUs) that would have vested in October ~~27, 2014.~~2014, based on the total period of time that he was expected to be employed over the total vesting period of such tranche (48 months) calculated on the date of his termination of employment with the Company, and using a stock price equal to $113 per share and (5) an aggregate payment of $10,800, representing an hourly rate of $1,200 for authorized time that he spent following the termination of his employment in further transitioning his responsibilities and with matters that arose during his tenure with the Company. In ~~addition, we have agreed~~determining these benefits, the Compensation Committee considered that, until September 2013, Mr. Peacock was eligible for severance protection at a higher benefit multiple of two times annual base salary and target annual cash incentive award opportunity plus up to 18 months of COBRA protection, that the pro-rata value of the last unvested tranche of his new hire equity awards was made, in part, to compensate Mr. ~~Hooper~~Peacock for cancellations or forfeitures of previously earned or vested compensation (or the denial of vesting of such compensation) arising out of his employment with us and to indemnify him against claims relating to recoupment of such compensation. Approximately 76% of the LTI equity awards granted to Mr. Hooper was intended to compensate him for the forfeitures and cancellations of outstanding equity awardsvalue that ~~resulted from his departure from~~he left behind at his former ~~employer.~~

~~To facilitate~~employer and that Mr. ~~Hooper’s relocation from New Jersey to California, he received our relocation package which~~Peacock served (including by providing important transition services) nearly the full vesting period. The agreement between the Company and Mr. Peacock includes a ~~repayment~~general release of all claims by Mr. Peacock and provides that Mr. Peacock forfeit and repay substantial benefits of this agreement ~~that says he will repay the moving and relocation expenses incurred by the Company~~if Mr. Peacock materially breaches any covenants or conditions in the ~~event that~~agreement or the previously signed Proprietary Information and Inventions Agreement, including if Mr. ~~Hooper does not complete~~Peacock fails to fulfill his post-termination obligations to cooperate, to maintain the ~~move, resigns or is discharged for cause from the Company within two years (with a pro-rata refund in the second year). Reimbursement~~confidentiality of ~~relocation expenses is essential to ensure the executive is able to move in a timely manner~~our information and ~~able to more quickly take on his responsibilities.~~

~~Roger M. Perlmutter~~

Dr. Perlmutter announced his retirement effective February 12, 2012. He is entitled to the standard retirement benefits provided to our retirement-eligible employees under our LTI equity award agreements. In sum, Dr. Perlmutter will continue to vest in his outstanding RSUs and stock options in accordance with their original vesting schedules and he will continue to be entitled to a full payout from his outstanding performance units (for the 2010-2012 and 2011-2013 performance periods). Dr. Perlmutter was not granted any LTI equity awards in 2012.

In light of Dr. Perlmutter’s expertise in research and development, commercialization of the research and development product pipeline and related areas, the Compensation Committee approved a one-year consulting services agreement with Dr. Perlmutter and Perlmutter Consulting, Inc., effective February 13, 2012, with the option to extend the consulting agreement for a second year by mutual agreement. Pursuant to the consulting agreement, Dr. Perlmutter will advise us on issues related to his areas of expertise. We will pay Perlmutter Consulting $100,000 quarterly in arrears as compensation for 80 hours of Dr. Perlmutter’s services in a calendar quarter, plus an additional $1,200 per hour for any additional hours of services performed in any calendar quarter. The maximum total hours of services in any calendar quarter is 160 hours unless previously authorized. In addition, we will reimburse Perlmutter Consulting for all reasonable and normal travel-related expenses incurred in connection with the performance of Dr. Perlmutter’s services. Perlmutter Consulting and Dr. Perlmutter will each be responsible for the income and self-employment taxes due on all taxable income arising under the consulting agreement. Pursuant to the consulting agreement, Perlmutter Consulting and Dr. Perlmutter agree not to ~~enter into any other agreement that conflicts with, or will conflict with, Perlmutter Consulting’s or Dr. Perlmutter’s obligations under~~disparage the ~~consulting agreement and to give written notice at least ten business days in advance~~Company.

Change of commencing services for any other employer or client. If Perlmutter Consulting or Dr. Perlmutter accepts employment or an engagement which we determine, in our sole discretion, is not appropriate, such acceptance shall constitute a material breach of the consulting agreement and authorize us to terminate the consulting agreement immediately. Each party to the consulting agreement can terminate the Consulting Agreement for any reason with 30 days’ prior written notice.Control Benefits

Change of Control Severance Plan

In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to ~~1,663~~1,586 U.S. staff members (as of

December 31, ~~2011)~~2014), including each NEO. There are no tax gross-up payments provided under the plan. The plan was structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus.

The cash severance multiple for ~~the~~our CEO and all other NEOs is two times annual cash compensation. ~~There are no tax gross-up payments provided under the plan.~~ The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued by the Compensation Committee, to reinforce and encourage the continued attention and dedication of members of management to their assigned duties without the distraction arising from the possibility of a change of control, to enable and encourage management to focus their attention on obtaining the best possible deal for our stockholders and making an independent evaluation of all possible transactions, without being influenced by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits, and to provide severance benefits to any participant who incurs a termination of employment under the circumstances described within a certain period following a change of control in recognition of their contributions to the Company.

Change of Control Treatment of Long-Term Incentive Equity Awards

~~Stock Options, Restricted Stock and~~ Restricted Stock Units and Stock Options

To ensure that our LTI equity award practices remain aligned with current governance best practices and are competitive with the practices of the companies in our peer group, on March 2, 2011, the Compensation Committee eliminated the single trigger full acceleration of vesting upon a change in control for futureAll LTI equity award grants ~~and replaced it with a~~that have yet to vest have “double-trigger” acceleration of vesting that requires a qualifying termination in connection with a change of control. ~~As a result, annual grants of LTI equity~~Assuming the awards ~~made on~~are continued or ~~after March 2, 2011 provide that~~assumed, all unvested stock options and RSUs vest in full only if the grantee’s employment is involuntarily terminated other than for “cause” or “disability,” or, in the case of staff members subject to the Change of Control Severance Plan, voluntarily terminated with “good reason” within two years following a change of control.

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								COMPENSATION DISCUSSION AND ANALYSIS

Performance Units

The Compensation Committee has maintained change of control features for each of the performance periods under our performance award programs to ensure that these programs reward participants for our performance up until the ~~time that~~successful closing of the change of control. In general, the performance units are earned based on a truncated performance period and our performance through the change of control, ~~occurs. Payment calculation methods differ according to~~and provides for potential earn-out at the ~~terms~~end of the ~~award for each~~ performance period ~~and whether~~with the amount earned pro-rated for a change of control that occurs inwithin the first six ~~or 12~~ months of the performance period or thereafter. For additional information on the levels of payout, see “Potential Payments Upon Termination or Change of Control—Long-Term Incentive Equity Awards—Performance Units” in our Executive Compensation Tables.

Limited Retirement Benefits and Deferred Compensation Plan

Our health, retirement and other benefits programs are available to all of our U.S.-based staff members (excluding Puerto Rico) and are typically targeted to align in value with our peer group on a total company basis. The primary survey used to make this total company comparison is the ~~Hewitt’s~~Aon Hewitt Benefit Index^®, last updated as of May ~~2010,~~2014, using a sample group of 1514 companies, chosen so as to have the greatest representation from our peer group. The data generated from this survey is used by the Compensation Committee and management in evaluating the competitive positioning and program design of our health, retirement and other benefit programs that pertain to all U.S.-based staff members, including our NEOs.

Retirement and Savings Plan, Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan

Our Retirement and Savings Plan, or 401(k) Plan, is available to all regular U.S.-based staff members of the Company and participating subsidiaries. All 401(k) Plan participants are eligible to receive the same proportionate level of matching and core contributions from us.

We credit to our Supplemental Retirement Plan, or SRP, which is available to all 401(k) Plan participants, Company core and matching contributions on eligible compensation that cannot be made to the 401(k) Plan because they relate

to compensation that is in excess of the maximum amount of recognizable compensation allowed under the Internal Revenue Code’s qualified plan rules. We also credit staff members in the SRP for lost 401(k) Plan Company match and core contributions resulting from making a deferral into the Nonqualified Deferred Compensation Plan, or NDCP. Earnings under the SRP are market-based—there are no “above market” or guaranteed rates of returns offered in this plan and this plan enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels. Unlike a traditional pension plan, which provides a lifetime annuity that replaces a significant portion of a participant’s final pay, retirement benefits from our 401(k) Plan and SRP are based on the investment return on the staff member’s own investment ~~(with the exception of the Company’s match),~~elections, with the participant bearing ~~both~~the investment ~~and longevity~~ risk. ~~We also credit staff members in the SRP for lost 401(k) Plan Company match and core contributions resulting from making a deferral into the Nonqualified Deferred Compensation Plan, or NDCP.~~

The NDCP offers all ~~U.S.- and Puerto Rico-based~~U.S.-based staff members (excluding employees acquired in our acquisition of Onyx Pharmaceuticals, Inc.) at director level and above the opportunity to defer eligible base salary and ~~bonus,~~annual cash incentive awards, up to maximum amounts typical at our peer ~~group companies.~~group. We also have the discretion to make contributions to this plan, ~~which~~but we do not domake such contributions on a regular basis. ~~We did not make~~

~~any contributions in the NDCP to our NEOs in 2011.~~ We believe that offering the NDCP is appropriate because it provides executives the opportunity to save for retirement in a tax-effective fashion that is not readily available without our sponsorship.

~~Executive Nonqualified Retirement Plan~~

As part of his initial employment offer in 2001, we agreed to provide Dr. Perlmutter with supplemental retirement benefits based on his length of employment with us as a replacement for pension benefits foregone from his previous employer. The benefits are provided through our Executive Nonqualified Retirement Plan, in which Dr. Perlmutter is the only participant. In accordance with the terms of the plan, we credited a special retirement account with $10 million for Dr. Perlmutter’s benefit on September 16, 2007. Because Dr. Perlmutter was employed by us through January 2011, which was when he attained 10 years of service and was at least age 55, the terms of the plan require us to credit interest on his account balance at a rate equal to 125% of the 10-year moving average yield on 10-year U.S. Treasury notes, adjusted annually and compounded annually, from September 16, 2007 until his account balance is distributed to him.

Dr. Perlmutter retired from our Company on February 12, 2012. In connection with his retirement, Dr. Perlmutter is entitled to payment in January 2013 of his vested account under our Executive Nonqualified Retirement Plan which totaled $12,759,768 as of February 12, 2012 and which continues to accrue interest at a rate equal to 125% of the 10-year moving average yield on 10-year U.S. Treasury Notes, adjusted and compounded annually until distributed to him in 2013.

Retiree Medical Savings Account Plan and Retiree Health Access Plan for all U.S.-based Staff ~~members~~Members

~~In 2009, we implemented~~We maintain a Retiree Medical Savings Account Plan ~~and a high deductible health plan, referred to as the Retiree Health Access Plan,~~ available to all U.S.-based (excluding Puerto Rico) staff members. The Retiree Medical Savings Account Plan allows all staff members to make after-tax deferrals to be used post-termination to reimburse them for eligible medical expenses. The Company credits all eligible staff members with an annual contribution ($1,000) and makes a matching contribution equal to 50% of a staff member’s deferrals (up to a match of $1,500 per year). Company credits can be accessed to reimburse eligible medical expenses toof staff members who terminate having fulfilled the Company’s retirement criteria. The permissible uses of such credits were expanded to include COBRA, individual and health insurance exchange-related premiums. We do not offer a traditional Company-paid retiree medical plan to our NEOs or other U.S.-based staff members. The Retiree Health Access Plan is

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								COMPENSATION DISCUSSION AND ANALYSIS

available to U.S.-based staff members who retire after attaining age 55 and ten years of service and who are not eligible for Medicare. ~~The Retiree Health Access Plan is designed to be paid for entirely by employee contributions.~~ Our Retiree Health Access Plan is paid for entirely by a retiree’s contributions, ~~whereas~~unlike a traditional retiree medical plan that provides a company subsidy based

on retirement status or years of service. Our intent is to terminate the Retiree Health Access Plan when the health insurance exchange system becomes a viable health insurance option for our retirees.

~~TAXES AND ACCOUNTING STANDARDS~~Taxes and Accounting Standards

Tax Deductibility Under Section 162(m) of the Internal Revenue Code

We ~~intend to develop~~maintain certain incentive compensation programs that are intended to provide for compensation that is tax deductible to us, but we recognize that the best interests of our stockholders may at times be better served by compensation arrangements that are not tax deductible. Section 162(m) ~~of the Internal Revenue Code~~ places a $1,000,000 limit on the amount of compensation that we may deduct for tax purposes for any year with respect to the executive who serves as our CEO at year-end, and any of our three other most highly compensated employees who serve as executive officers at year-end, other than our Chief Financial Officer. The $1,000,000 limit does not apply to performance-based compensation, as defined under Section 162(m). Our executive compensation program is designed with the intent to ~~maximize the deductibility of~~provide cash incentive compensation under our EIP and performance units under our performance award program as qualifying performance-based compensation. ~~However, when warranted due~~Due to competitive or other factors, the Compensation Committee may decide in certain circumstances to exceed the deductibility limit under Section 162(m) or to otherwise pay non-deductible compensation. These circumstances have included the following:

To maintain a competitive base salary, ~~for the CEO and President and Chief Operating Officer positions,~~ the base ~~salaries~~salary provided to ~~our CEO~~Messrs. Bradway and ~~President and Chief Operating Officer~~Hooper in ~~2011~~2014 exceeded the tax-deductible limit.

~~As previously referenced, the introduction in 2008~~The use of RSUs as part (20%) of the annual LTI equity award mix for executives and officers is focused primarily on the attraction and retention of the talent needed to drive our long-term success. ~~While this component of the LTI equity award program~~This compensation, however, is not performance-based compensation under Section 162(m) of the Internal Revenue Code, for 2011, 75% of the annual LTI equity award grant mix and 100% of the annual cash incentive award payments remain deductible as performance-based compensation. The fiscal impact for 2011 of the RSUs not being performance-based is approximately $1,025,000, assuming the Company’s U.S. combined effective tax rate for 2011.

Section 162(m). The fiscal impact for 2014 of the RSUs not being performance-based is approximately $3.3 million assuming the Company’s U.S. combined effective tax rate for 2014.

To attract highly qualified executives to join us and to promote their retention, we may offer other compensation elements that are not performance-based compensation under ~~Internal Revenue Code~~ Section 162(m), such as retention bonuses or sign-on bonuses, as part of their initial employment offers.

~~Section 409A of the Internal Revenue Code~~

Internal Revenue Code Section 409A requires programs that allow executives to defer a portion of their current income, such as our deferred compensation plans, to meet certain requirements regarding risk of forfeiture and election and distribution timing, among other considerations. With respect to our compensation and benefit plans that are subject to Section 409A, in accordance with Section 409A and regulatory guidance issued by the Internal Revenue Service, we are currently operating such plans in compliance with Section 409A of the Internal Revenue Code. Pursuant to that regulatory guidance, we have amended our plans and arrangements to either make them exempt from or have them comply with Section 409A.

Accounting Standards

Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, RSUs and performance units under our LTI equity ~~incentive~~ award plans are accounted for under FASB ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our LTI equity ~~incentive~~ award plans and programs. For example, the Compensation Committee took these accounting standards into account when discontinuing grants of incentive stock options. In addition, we modified our Employee Stock Purchase Plan to make it non-compensatory under the “safe harbor” provisions of the accounting rules and therefore no longer recognize compensation expense under this plan. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

66 ~~Executive Compensation Website~~ï 2015 Proxy Statement

~~We have implemented a website, accessible at~~~~www.amgen.com/executivecompensation~~, which provides a link to this proxy statement and invites our stockholders to fill out a survey to provide input and feedback to the Compensation Committee regarding our executive compensation policies and practices. All input from our stockholders is valuable and the Compensation Committee appreciates your time and effort in completing the survey.


								EXECUTIVE COMPENSATION TABLES

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables

Summary Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by each of our Named Executive Officers, or NEOs.

Name and Principal Position
Year Salary
($)(1) Bonus
($)(2) Stock Awards
($)(3) Option
Awards
($)(4) Non-Equity
Incentive Plan
Compensation
($)(5) Nonqualified
Deferred
Compensation
Earnings
($)(6) All Other
Compensation
($)(7) Total
($)
Performance
Units and
Restricted
Stock Units Stock
Options EIP/GMIP
Kevin W. Sharer
2011    1,791,462    0    8,994,000    2,382,429    4,882,000    0    800,420    18,850,311
Chairman of the Board and
Chief Executive Officer

2010
2009



1,748,846
1,682,308



0
0



8,306,025
4,418,324



6,691,367
4,663,347



3,635,000
3,790,000



0
0



756,895
791,738



21,138,133
15,345,717


Robert A. Bradway
2011    1,023,692    0    3,147,900    833,850    1,860,000    0    259,522    7,124,964
President and Chief
Operating Officer

2010
2009



971,204
883,096



0
0



2,541,180
1,444,308



2,668,143
1,530,161



1,340,000
1,060,000



0
0



251,216
224,940



7,771,743
5,142,505


Roger M. Perlmutter
2011    981,846    0    2,363,499    625,388    1,427,000    101,360    268,510    5,767,603
Executive Vice President,
Research and Development

2010
2009



958,904
934,235



0
0



2,190,600
1,444,308



1,764,756
1,530,161



1,065,000
1,125,000



61,251
41,879



270,827
266,986



6,311,338
5,342,569


Jonathan M. Peacock(8)
2011    833,846    0    2,363,499    625,388    1,211,000    0    245,158    5,278,891
Executive Vice President
and Chief Financial Officer
2010    270,769    1,000,000    5,727,000    3,314,483    267,000    0    371,942    10,951,194
Anthony C. Hooper(9)
2011    171,731    3,050,045    8,464,614    0    196,000    0    174,822    12,057,212
Executive Vice President,
Global Commercial Operations


Name and Principal Position	Year		Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
							Performance Units and Restricted Stock Units		EIP
Robert A. Bradway Chairman of the Board, Chief Executive Officer and President		2014 2013 2012		1,505,769 1,490,769 1,262,308		0 0 0		8,999,880 7,999,917 8,571,724		2,867,000 3,598,000 3,316,000	��	589,018 561,121 420,059		13,961,667 13,649,807 13,570,091
Anthony C. Hooper Executive Vice President, Global Commercial Operations		2014 2013 2012		1,005,653 1,001,858 976,179		0 0 0		2,999,960 3,199,895 5,296,747		1,325,000 1,677,000 1,795,000		291,341 300,750 518,068		5,621,954 6,179,503 8,585,994
David W. Meline⁽⁵⁾ Executive Vice President and Chief Financial Officer		2014		408,469		1,000,000		6,799,914		481,000		1,909,980		10,599,363
Sean E. Harper⁽⁶⁾ Executive Vice President, Research and Development		2014 2013 2012		899,948 896,543 835,038		0 0 0		2,999,960 3,199,895 3,542,911		1,186,000 1,501,000 1,535,000		259,782 265,228 176,814		5,345,690 5,862,666 6,089,763
Madhavan Balachandran⁽⁷⁾ Executive Vice President, Operations		2014 2013		772,961 762,461		170,000 330,000		2,799,884 3,199,895		1,019,000 1,273,000		224,300 203,354		4,986,145 5,768,710
Michael A. Kelly⁽⁸⁾ Former Acting Chief Financial Officer and Vice President, Global Business Services		2014		511,757		0		1,627,205		412,000		251,248		2,802,210
Jonathan M. Peacock⁽⁹⁾ Former Executive Vice President and Chief Financial Officer		2014 2013 2012		428,087 904,945 878,931		0 0 0		0 3,199,895 3,542,911		0 1,515,000 1,615,000		7,467,590 266,967 240,588		7,895,677 5,886,807 6,277,430

⁽¹⁾

Reflects base salary earned in each bi-weekly pay period (or portion thereof) during each fiscal year before pre-tax contributions and, therefore, includes compensation deferred under our qualified and nonqualified deferred compensation plans. Under payroll practices for salaried staff members of our U.S. entities, including our NEOs, base salary earned in a pay period is computed by dividing the annual base salary then in effect by 26, which is the number of full bi-weekly pay periods in a year.

⁽²⁾

For 2011, reflects the following bonuses paid to Mr. Hooper: (1) a sign-on bonus of $2,700,000 in connection with the commencement of his employment, and (ii) a $350,045 “make whole” bonus to compensate Mr. Hooper for the loss of his 2011 bonus from his then-current employer as the result of his departure from that company in October 2011.

~~(3)~~

~~For 2011,~~2014, reflects the grant date fair values of performance units and restricted stock units, or RSUs, granted during ~~2011~~2014 determined in accordance with accounting standard ASC 718 (see footnotes 6 ~~7, 9, 10,~~ and ~~11 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined).~~

The single measure that determines the number of units to be earned for the performance unit awards granted during 2011 is our total shareholder return, or TSR, compared with the average of TSRs of companies in our peer group, all computed over the performance period applicable to each award, which is a market condition as defined under Financial Accounting Standards Board principles regarding the measurement of stock-based compensation (ASC 718). Since these awards do not have performance conditions as defined under ASC 718, such awards have no maximum grant date fair values that differ from the fair values presented in the table above.

~~(4)~~

~~For 2011, reflects the grant date fair values of nonqualified stock options granted during 2011 (see footnote 8~~7 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined).

~~(5)~~

The single measure that determines the number of units to be earned for the performance unit awards granted during 2014 is our total shareholder return, or TSR, compared with the average of the TSRs of companies in the Standard & Poor’s 500, or S&P 500, all computed over the performance period, which is a market condition as defined under Financial Accounting Standards Board principles regarding the measurement of stock-based compensation (ASC 718). Since these awards do not have performance conditions as defined under ASC 718, such awards have no maximum grant date fair values that differ from the grant date fair values presented in the table above.

⁽³⁾

Reflects amounts that were earned under our Executive Incentive Plan, or EIP, ~~and Global Management Incentive Plan, or GMIP,~~ for ~~2011~~2014 performance which were determined and paid in March ~~2012. All NEOs participated in the EIP in 2011 except for Mr. Hooper, who participated in the GMIP, because Mr. Hooper had not commenced employment with~~

~~the Company at the time EIP participants were determined for 2011.~~2015. For a description of our EIP, see “Elements of Compensation and ~~GMIP, see “~~Specific Compensation Decisions—~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—~~Annual Cash Incentive Awards” in our Compensation Discussion and Analysis.

~~(6)~~⁽⁴⁾

For 2011, reflects interest (calculated at the rate of 125% of the 10-year moving average yield on 10-year U.S. Treasury notes, adjusted annually and compounded annually) accrued for Dr. Perlmutter under our Executive Nonqualified Retirement Plan in excess of 120% of the applicable long-term federal rate. For a description of this plan, see “Nonqualified Deferred Compensation—~~Executive Nonqualified Retirement Plan~~~~” below.~~

~~(7)~~

See the subsection “~~All~~“All Other Compensation—Perquisites and Other ~~Compensation~~”Compensation” immediately following these footnotes.

ï 2015 Proxy Statement67


								EXECUTIVE COMPENSATION TABLES

~~(8)~~⁽⁵⁾

Mr. ~~Peacock commenced employment with the Company effective September 1, 2010~~Meline was not an NEO in 2012 or 2013. Mr. Meline was hired to serve as Executive Vice President and Chief Financial Officer ~~or CFO, and this~~effective July 21, 2014. This table reflects his compensation earned beginning on that date. The amount shown in the bonus column reflects the first of two $1,000,000 installments paid to Mr. Meline as a sign-on bonus to replace the value of Mr. Meline’s pro-rata 2014 bonus with his former employer which was forfeited upon leaving his position.

~~(9)~~⁽⁶⁾

~~Mr. Hooper commenced employment with the Company effective October 27, 2011~~Dr. Harper was appointed to serve as Executive Vice President, ~~Global Commercial Operations,~~Research and Development effective February 13, 2012 and he was not an executive officer prior to that date, but this table reflects his compensation earned ~~beginning~~for all of Fiscal 2012.

⁽⁷⁾

Mr. Balachandran was not an NEO in 2012. The amount shown in the bonus column reflects the installments of the special retention bonus award to Mr. Balachandran in March 2012, with installments payable on ~~that date.~~March 2 of 2012, 2013, 2014 and 2015, subject to his continued employment through such dates (except for certain terminations of employment—see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards—2011 Special Retention Award” in our Compensation Discussion and Analysis).

⁽⁸⁾	Mr. Kelly was not an NEO in 2012 or 2013. Mr. Kelly served as our Acting Chief Financial Officer from January 10, 2014 until July 21, 2014.

⁽⁹⁾

Mr. Peacock ceased service as our Chief Financial Officer as of January 10, 2014 and is no longer an employee. Mr. Peacock is entitled to receive the following severance benefits, which are included in the “All Other Compensation” column of the “Summary Compensation Table”: (1) lump sum severance payment ($2,600,000); (2) reimbursement for the Consolidated Omnibus Reconciliation Act of 1985, or COBRA, medical coverage ($36,104) assuming full 18-months of coverage; (3) career transition services ($15,000); (4) payment for forfeited equity ($4,605,289) and (5) transition service hourly fees ($10,800).

All Other Compensation—Perquisites and Other Compensation

Perquisites. The amounts reported reflect the aggregate incremental cost of perquisites and other personal benefits provided to our ~~NEOs.~~NEOs and are included in the “All Other Compensation” column of the “Summary Compensation Table.” The following table sets forth the perquisites provided ~~and all of the associated tax gross-up reimbursements made~~ to our NEOs in ~~2011. Tax gross-ups are only provided with respect to moving and relocation expenses. For a description of our principles regarding moving and relocation benefits, see the discussion in “~~~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—~~Perquisites~~~~” in our Compensation Discussion and Analysis.~~2014.


	Personal Use of Company Aircraft(1)		Personal Use of Company Car and Driver(2)		Personal Financial Planning Services		Moving and Relocation Expenses(3)(4)				Expenses Related to Guests Accompanying Officers on Business Travel		Other(5)				Personal Use of Company Aircraft⁽¹⁾		Personal Use of Company Car and Driver⁽²⁾		Personal Financial Planning Services		Moving and Relocation Expenses^(3),(4)				Other⁽⁵⁾
Name	Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Tax Gross- Up($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Total($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Aggregate Incremental Cost($)		Tax Gross- Up($)		Aggregate Incremental Cost($)		Total($)
Kevin W. Sharer		198,177		40,186		15,000		0		0		2,618		1,981		257,962
Robert A. Bradway		0		2,638		15,000		0		0		4,514		1,109		23,261		55,332		2,068		15,000		0		0		6,818		79,218
Roger M. Perlmutter		0		63,929		0		0		0		0		0		63,929
Anthony C. Hooper																		280		1,558		15,000		0		0		6,623		23,461
David W. Meline																		200		138		10,000		245,415		22,198		856		278,807
Sean E. Harper																		0		32		15,000		0		0		5,000		20,032
Madhavan Balachandran																		0		0		15,000		0		0		5,000		20,000
Michael A. Kelly																		0		243		7,500		91,717		54,108		1,700		155,268
Jonathan M. Peacock		0		75		15,000		61,316		54,746		2,040		2,050		135,227		0		281		0		0		0		1,631		1,912
Anthony C. Hooper		0		0		12,570		115,195		25,191		3,600		535		157,091

⁽¹⁾

The aggregate incremental cost of use of our aircraft for personal travel by our NEOs is allocated entirely to the highest ranking NEO present on the ~~flight.~~flight (except for on-board catering costs which are allocated to each NEO present). The aggregate incremental cost for personal use of our aircraft is calculated based on our variable operating costs, which include the cost of crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip specific maintenance and other smaller variable costs. In determining the incremental cost relating to fuel and trip-related maintenance, we applied our actual average costs. We believe that the use of this methodology for ~~2011~~2014 is a reasonably accurate method for calculating fuel and trip-related maintenance costs. Because our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, our aircraft purchase costs and the cost of maintenance not related to trips.

⁽²⁾	The aggregate incremental cost for personal use of athe car and driver provided by us is ~~calculated by allocating~~determined as the ~~costs~~sum of ~~operating~~ the ~~car and compensating the driver between personal and business use. The~~

cost of ~~operating the car is allocated~~fuel, driver overtime costs allocable to personal ~~use on the basis of miles driven~~usage, and maintenance costs for ~~personal use to total miles driven. The cost of compensating the driver is allocated to personal use on the basis of driver hours related to personal use to~~ the total number of personal miles driven. As the cars are used primarily for business travel, fixed costs that would be incurred by us to operate the company cars for business use such as car lease costs and driver ~~hours.~~salaries are not included.

⁽³⁾

Mr. ~~Peacock~~Meline agreed to relocate from ~~Switzerland~~Minnesota to Thousand Oaks, California to serve as our Executive Vice President and ~~CFO.~~Chief Financial Officer in July 2014. Certain relocation benefits were provided to Mr. ~~Peacock~~Meline in ~~2011~~2014 in connection with this relocation in accordance with our relocation policies, including:

^(a)

$~~57,705~~161,758 for ~~closing expenses and other~~ costs related to the sale of his prior residence;

^(b)

$54,913 for costs to relocate household goods;

68 ï 2015 Proxy Statement


								EXECUTIVE COMPENSATION TABLES

~~(b)~~^(c)

$~~3,611~~13,437 for housing and living expenses;

^(d)

$7,032 for transportation costs of relocation-related trips;

^(e)

$8,275 for miscellaneous other relocation expenses; and

~~(c)~~^(f)

$~~54,746~~22,198 of tax gross-up payments on ~~the~~ moving and relocation benefits provided.

⁽⁴⁾

Mr. ~~Hooper~~Kelly agreed to relocate from ~~New Jersey~~Switzerland to Thousand Oaks, California to serve as ~~our Executive Vice President, Global Commercial Operations.~~Acting Chief Financial Officer and subsequently other positions in January 2014. Certain relocation benefits were provided to Mr. ~~Hooper~~Kelly in ~~2011~~2014 in connection with this relocation in accordance with our relocation policies, including:

^(a)

$~~60,560~~45,183 for ~~use~~costs related to the purchase of ~~our aircraft for relocation-related trips, calculated based on our variable costs and in the manner specified above in footnote 1 to this table.~~his new residence;

^(b)

$~~35,865~~34,842 for costs to relocate household goods;

^(c)

$9,387 for housing and living expenses;

~~(c)~~^(d)

$~~8,655 for closing expenses and other costs related to the sale of his prior residence;~~

~~(d)~~

~~$10,115~~2,305 for miscellaneous other relocation expenses; and

^(e)

$~~25,191 of~~54,108 for tax gross-up payments on moving and relocation benefits provided.

⁽⁵⁾

Other expenses include Company contributions to non-profit charities designated by the executive in the amount of $4,800 for Mr. Bradway, $4,992 for Mr. Hooper, $519 for Mr. Meline, $5,000 for Dr. Harper, and $5,000 for Mr. Balachandran. Other expenses also include the cost of ~~gifts,~~ executive ~~physical examinations~~physicals and ~~personal~~ expenses ~~while~~related to guests accompanying the NEOs on business travel.

Other ~~Compensation~~Compensation.. The following table sets forth compensation for our NEOs in ~~2011~~2014 incurred in connection with our 401(k) Retirement and Savings Plan, or 401(k) Plan, and our Supplemental Retirement Plan, or SRP. These amounts are included in the “All Other Compensation” column of the “Summary Compensation Table.” See “Nonqualified Deferred Compensation” below for a description of these plans.


Name	Company Contributions to 401(k) Retirement and Savings Plan($)		Company Credits to Supplemental Retirement Plan($)		Total($)		Company Contributions to 401(k) Retirement and Savings Plan($)		Company Credits to Supplemental Retirement Plan($)		Company Credits to Nonqualified Deferred Compensation Plan($)			Total($)
Kevin W. Sharer		24,500		517,958		542,458
Robert A. Bradway		24,500		211,761		236,261		26,000		483,800		0			509,800
Roger M. Perlmutter		24,500		180,081		204,581
Anthony C. Hooper								26,000		241,880		0			267,880
David W. Meline								13,000		18,173		1,600,000	⁽¹⁾		1,631,173
Sean E. Harper								26,000		213,750		0			239,750
Madhavan Balachandran								26,000		178,300		0			204,300
Michael A. Kelly								26,000		69,980		0			95,980
Jonathan M. Peacock		24,500		85,431		109,931		26,000		172,485		0			198,485
Anthony C. Hooper		17,731		0		17,731

⁽¹⁾

Negotiated by Mr. Meline in connection with his hiring to replace forfeiture of certain pension benefits at his former employer. This contribution vests at the rate of 12.5% per year from 2015 through 2022 as long as Mr. Meline remains continuously employed by us, which vesting accelerates upon a change of control consistent with the terms of the Nonqualified Deferred Compensation Plan, or NDCP.

Narrative Description to the Compensation Tables—Performance Units

~~Performance~~

Long-term incentive performance units are granted to our NEOs annually during the first year of a three-year performance period and are paid out at the end of the performance period based on our level of achievement of the applicable pre-established performance goals ~~established~~over the performance period, as determined by our Compensation and Management Development Committee, or Compensation Committee, for such performance period for each grant. ~~Our performance periods are typically three years in duration. The performance goals for the relevant performance periods are set forth below.~~

The number of performance units earned ~~is determined by the Compensation Committee at the end of the performance period based on our performance against the pre-established formula for such performance period, and is~~are paid out in shares of our Common Stock at a ratio of one share of Common Stock for each performance unit earned.

Performance units are generally forfeited unless a participant is continuously employed through the last business day of the performance period. The underlying principle is that the participant needs to have been an active employee during the entire performance period in order to have contributed to the results on which the earned awards are based. Exceptions to this treatment are a termination of employment in connection with a change of control or the death, disability or retirement of a participant as discussed under “Potential Payments Upon Termination or Change of Control” below.

~~Performance Units Paid for the 2009-2011 Performance Period Just Ended and Performance Units for the 2011-2013 Performance Period Just Granted~~ï 2015 Proxy Statement69


								EXECUTIVE COMPENSATION TABLES

Performance Goals and Formulas

For a description of the performance units for the ~~2009-2011~~2012-2014 performance period that began on January 1, ~~2009~~2012 and ended on December 31, ~~2011~~2014 and for the ~~2011-2013~~2014-2016 performance period that began on January ~~1, 2011~~31, 2014 and will end on ~~December~~January 31, ~~2013,~~2017, see “~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—“Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis.

~~Performance Units for the 2010-2012 Performance Period~~

Performance goals for the ~~2010-2012~~outstanding 2013-2015 performance period that began on January ~~1, 2010~~28, 2013 and will end on ~~December 31, 2012~~January 28, 2016 are based upon our ~~2010 revenue and 2010 adjusted earnings per share, or EPS, weighted equally, in alignment with our 2010 GMIP Company goals, and modified (up or down) at~~TSR for the ~~end of the three-year~~

2013-2015 performance period ~~by a~~(or Amgen TSR) relative ~~TSR multiplier based on the rankings of our TSR results compared~~ to the TSRs of companies that are listed in the S&P 500, as defined (the Reference Group), over the performance period. If the rank of the TSR of our Common Stock is the 0^th, 25^th, 50^th or 75^th percentile relative to the companies inof the ~~comparator group,~~Reference Group, the percentage payout will be 0%, 50%, 100% or ~~Comparator Group, for~~150%, respectively, with linear interpolation used to determine the ~~2010-2012 performance period.~~

~~The~~payout percentage if the rank of the TSR of our Common Stock falls between these percentiles, as applicable. If the rank of the TSR of our Common Stock is above the 75^th percentile, the percentage payout will be 150%, the maximum number of performance ~~units earned at the end of the performance period will range from 0% to 200% of the number of performance units granted and is determined in accordance with the following formula:~~

~~Performance~~
~~Units Earned~~

[

~~(performance~~

~~units granted)~~

~~(2010 revenue performance~~
~~percentage + 2010 EPS~~
~~performance percentage)~~

~~(relative TSR multiplier~~
~~over the 2010-2012~~

~~performance period)~~

]

The relative TSR multiplier is based on the ranking of our three-year TSR compared with the three-year TSRs of the 13 companies in the Comparator Group. Each Comparator Group company’s TSR is determined in a similar manner to that used to determine our TSR. The relative TSR multiplier is expressed as a percentage and varies depending on our ranking within the Comparator Group companies, as shown below. The maximum TSR multiplier that can be achieved is 160%.

The 2010-2012 performance period performance goals include Company revenue and EPS results for 2010. The performance results for these measures in 2010 and the resulting percentages earned are as follows:

Performance Goals for the 2010-2012 Performance Period
Measures
Threshold
(earns 0%)

Target
(earns 50%)

Maximum
(earns 62.5%)

Earned
(%)
2010 Revenue, as adjusted(1)
$14.352 billion $15.102 billion $15.852 billion $15.053 billion
      46.7%

2010 EPS(2)
$4.74 $4.99 $5.24 $5.21
      61.1%
Overall Percentage
0% 100% 125.0%     107.8%
~~(1)~~
~~The 2010 revenue performance measure reflects adjustments for any changes in accounting principle, the discontinuation of operations or the recording of an extraordinary item.~~
~~(2)~~
The 2010 EPS performance measure reflects adjustments for (i) any changes in tax law or accounting principles, the discontinuation of operations or the recording of any extraordinary item or (ii) any (a) merger, acquisition, and investment or asset related expenses, gains and losses, (b) asset impairment
charges, (c) restructuring charges, (d) gains or losses from litigation, arbitration and contractual settlements, (e) non-cash interest expense on our convertible debt or (f) stock option expense, each net of tax.
The percentage earned (107.8%) resulting from our 2010 revenue and 2010 EPS performance will then be modified (up or down) based on the ranking of our TSR results compared to the TSRs of the Comparator Group for the 2010-2012 performance period. The table below describes how this relative TSR multiplier is determined:
~~Relative TSR Multiplier for 2010-2012 Performance Period~~
~~Measure~~ ~~Threshold~~ ~~Target~~ ~~Maximum~~
~~Relative TSR~~
~~Among the Company and Comparator Group~~
~~Companies~~
~~50% for a Company ranking of 10~~^th ~~through 14~~^th ~~100% for a Company ranking of 6~~^th ~~through 9~~^th
~~160% for a~~
~~Company ranking of 1~~^st
If our three-year TSR is ranked within the top five among the Company and the Comparator Group companies, the relative TSR multiplier will be determined by interpolating between target (100%) and maximum (160%). No interpolation is performed if the Company’s TSR ranks 6^th or lower among the Company and the Comparator Group companies. The relative TSR multiplier shall not exceed 100% regardless of our ranking among the Comparator Group companies if our ending Common Stock price (plus any dividends, as if reinvested) for the performance period is at or below a pre-established minimum dollar amount.
~~Given that our actual performance during 2010 under the performance measures of revenue and EPS resulted in a performance percentage earned of 107.8%, the number of~~ units that may be earned ~~after giving effect to the relative TSR multiplier~~ for the ~~2010-2012~~2013-2015 performance period may range from 53.9% to 172.5% of the performance units granted. This presumes that our ending Common Stock price (plus any dividends, as if reinvested) used to calculate TSR for the 2010-2012 performance period exceeds the pre-established minimum dollar amount.period.

Grants of Plan-Based Awards

The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, ~~2011.~~2014. Mr. Peacock is not included in the table as his service as our Chief Financial Officer terminated in January 2014, resulting in no grants of equity or non-equity awards to him in 2014.

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards($)⁽³⁾

Estimated Future
Payouts Under Equity
Incentive Plan
Awards(# of units)⁽⁴⁾

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)⁽⁵⁾

Grant Date
Fair Value
of Stock
and
Option
Awards($)

Name

Grant
Date

Approval
Date(1)

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(3)

Estimated Future
Payouts Under Equity
Incentive Plan
Awards(4)(# of units)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)(5)

All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair Value
of Stock and
Option
Awards($)

Grant
Date

Approval
Date⁽¹⁾

Threshold

Target

Maximum

Threshold

Target

Maximum

Thres-
hold

Target

Maxi-
mum($)

Thres-
hold

Target

Maxi-
mum

EIP/GMIP

Performance Units

RSUs

Stock Options

Kevin W. Sharer

3/2/11

(3)

6,087,500

3/2/11

(4)

120,000

180,000

5,905,200(6)

4/25/11

3/2/11

60,000

3,088,800(7)

4/25/11

3/2/11

210,000

54.69

2,382,429(8)

EIP

Performance Units

RSUs

Robert A. Bradway

3/2/11

(3)

3,652,500

3/5/14

⁽³⁾

8,213,750

3/2/11

(4)

42,000

63,000

2,066,820(6)

4/25/11

3/2/11

21,000

1,081,080(7)

4/25/11

3/2/11

73,500

54.69

833,850(8)

Roger M. Perlmutter

3/2/11

(3)

3,652,500

3/2/11

(4)

31,500

47,250

1,550,115(6)

4/25/11

3/2/11

15,800

813,384(7)

4/25/11

3/2/11

55,125

54.69

625,388(8)

Jonathan M. Peacock

3/2/11

(3)

3,652,500

3/2/11

(4)

31,500

47,250

1,550,115(6)

4/25/11

3/2/11

15,800

813,384(7)

4/25/11

3/2/11

55,125

54.69

625,388(8)

1/31/14

12/13/13

⁽⁴⁾

57,738

86,607

7,199,929

⁽⁶⁾

1/31/14

12/13/13

15,132

1,799,951

⁽⁷⁾

Anthony C. Hooper

10/27/11

(2)

10/27/11

(2)

(3)

108,154

243,347

3/5/14

⁽³⁾

4,928,250

10/27/11

10/12/11

(4)

35,185

52,777

2,002,378(9)

1/31/14

12/13/13

⁽⁴⁾

19,246

28,869

2,399,976

⁽⁶⁾

10/27/11

10/12/11

(4)

35,185

52,777

1,973,175(10)

1/31/14

12/13/13

5,044

599,984

⁽⁷⁾

David W. Meline

7/21/14

⁽²⁾

7/21/14

⁽²⁾

⁽³⁾

327,121

736,022

8/1/14

6/5/14

54,161

6,799,914

⁽⁷⁾

Sean E. Harper

3/5/14

⁽³⁾

4,928,250

10/27/11

10/12/11

(4)

35,185

52,777

1,934,471(11)

1/31/14

12/13/13

⁽⁴⁾

19,246

28,869

2,399,976

⁽⁶⁾

10/27/11

10/12/11

45,238

2,554,590(7)

1/31/14

12/13/13

5,044

599,984

⁽⁷⁾

Madhavan Balachandran

3/5/14

⁽³⁾

4,928,250

1/31/14

12/13/13

⁽⁴⁾

17,963

26,944

2,239,986

⁽⁶⁾

1/31/14

12/13/13

4,707

559,898

⁽⁷⁾

Michael A. Kelly

3/5/14

⁽³⁾

3,285,500

4/25/14

3/5/14

⁽⁴⁾

2,541

3,811

257,454

⁽⁶⁾

10/30/14

10/17/14

1,856

299,892

⁽⁷⁾

4/25/14

3/5/14

628

69,965

⁽⁷⁾

1/31/14

12/13/13

8,406

999,894

⁽⁷⁾

70 ï 2015 Proxy Statement


								EXECUTIVE COMPENSATION TABLES

⁽¹⁾

Reflects the date on which the grants were approved by the Compensation Committee. See “~~COMPENSATION POLICIES AND PRACTICES~~—“Compensation Policies and Practices—Policies for Grants of Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis for a description of the timing of our annual equity award grants.

⁽²⁾

Because Mr. ~~Hooper became eligible to participate~~Meline commenced employment with us in ~~our GMIP upon commencement~~July 2014, he received a pro-rata share of his ~~employment with~~2014 eligible award under the ~~Company on October 27, 2011. His payout~~Global Management Incentive Plan, or GMIP, as he was not an employee when participants in the EIP were determined. Amounts shown represent his target and maximum opportunity under ~~our~~the GMIP ~~for 2011 was pro-rated~~after pro-rating based on ~~this~~his hire date.

⁽³⁾

Represents awards to our NEOs made under our ~~EIP, except for the award to Mr. Hooper, which was made under our GMIP since Mr. Hooper had not yet commenced employment with the Company at the time EIP participants were determined.~~EIP. The “maximum” amounts shown in the table above ~~(except for Mr. Hooper)~~ reflect the largest possible payments under our EIP for the ~~2011~~2014 performance period, based on our ~~EIP~~ adjusted net income, as ~~defined.~~defined for the EIP. There are no thresholds or targets under the EIP. The EIP provides that the Compensation Committee may use “negative discretion” to award any amount that does not exceed the maximum. Consistent with its practice since the EIP was approved by our stockholders, ~~in 2002,~~ the Compensation Committee primarily employed the goals established under our GMIP, as illustrated in the table below, ~~as well as each NEO’s contributions~~ in determining the actual amounts awarded under the EIP in ~~2011.~~2014. Our GMIP for ~~2011~~2014 was based on our performance against three primary Company performance goals, weighted as follows: (1) Deliver Financially (60%); (2) Deliver the Best Pipeline (25%) and (3) ~~Growth Opportunities~~Deliver Annual Priorities (15%). Threshold goals of 50% of target performance have been established only for the non-financial metrics. There are no threshold goals for the financial metrics. These non-financial metrics are often expressed in milestones or are more subjective in nature than are the financial metrics. If only one of the minor non-financial goals is accomplished, the payout percentage would be very small ~~(1%~~(less than 1% of a target annual cash incentive award) and thus no threshold amount is shown in the table below. The 2014 GMIP-derived target and maximum payout levels, ~~for the 2011 performance period~~which are based on a multiple of salary, are shown in the table below. ~~Mr. Hooper’s target and maximum payout under the GMIP has been pro-rated to reflect his October 27, 2011 commencement of employment.~~ The actual amounts awarded under our EIP are based on achieving 147% performance against target under the 2014 GMIP and ~~GMIP~~ are reported as “Non-Equity Incentive Plan Compensation” in our “Summary

Compensation Table” and are shown in the table below. For a description of our Company ~~corporate~~performance goals and the use of the GMIP in the Compensation Committee’s exercise of negative discretion see “~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—“Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis.


	GMIP								GMIP						Non-Equity Incentive Plan Compensation($)
	Estimated Possible Payouts Under Non- Equity Incentive Plan Awards($)						Non-Equity Incentive Plan Compensation($)		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($)						Non-Equity Incentive Plan Compensation($)
Name	Threshold		Target		Maximum		Actual		Threshold		Target		Maximum		Actual
Kevin W. Sharer		—		2,684,365		6,039,821		4,882,000
Robert A. Bradway		—		1,022,615		2,300,884		1,860,000		—		1,950,000		4,387,500		2,867,000
Roger M. Perlmutter		—		784,646		1,765,454		1,427,000
Jonathan M. Peacock		—		665,846		1,498,154		1,211,000
Anthony C. Hooper		—		108,154		243,347		196,000		—		901,620		2,028,645		1,325,000
David W. Meline										—		327,121		736,022		481,000
Sean E. Harper										—		806,850		1,815,413		1,186,000
Madhavan Balachandran										—		693,000		1,559,250		1,019,000
Michael A. Kelly										—		280,388		630,873		412,000

⁽⁴⁾

Reflects ~~information~~estimated payouts regarding performance units granted during ~~2011~~2014 for the ~~2011-2013~~2014-2016 performance period for ~~NEOs other than Mr. Hooper and the three separate grants of performance units to Mr. Hooper in connection with his hiring.~~NEOs. The number of units granted (which equals the target number of units of the award) iswill be multiplied by a payout percentage, which can range from 0% to 150%, to determine the number of units earned by the ~~participant.~~participant at the end of the performance period. Shares of our Common Stock will be issued on a one-for-one basis for each performance unit earned. The payout percentage for the ~~2011–2013~~2014-2016 performance units is ~~calculated as 100% plus two times the TSR percentage difference. The TSR percentage difference is calculated as~~earned based on how the TSR of our Common Stock ~~less the average of~~ranks relative to the TSRs of companies that are listed in the ~~peer group companies, each~~S&P 500, as defined (the Reference Group), over the ~~three-year~~ performance ~~period, and may result in a positive~~period. If the rank of the TSR of our Common Stock is the 0^th, 25^th, 50^th or ~~negative amount. The number of units Mr. Hooper can earn under each of his performance unit grants are determined~~75^th percentile relative to companies in the ~~same manner, except that: (i)~~Reference Group, the ~~performance periods for his grants start on his hire date of October 27, 2011 and end on December 31, 2012, December 31, 2013 and December 31, 2014,~~percentage payout will be 0%, 50%, 100% or 150%, respectively, ~~and (ii) consistent~~ with ~~the performance units granted for the 2012–2014 performance period, Allergan, Inc. and Celgene Corporation were added to the peer group~~linear interpolation used to determine the ~~average~~payout percentage if the rank of the ~~TSRs~~TSR of our Common Stock falls between these percentiles, as applicable. If the rank of the TSR of our Common Stock is above the 75^th percentile, the percentage payout will be 150%. These performance units accrue dividend equivalents deemed reinvested in shares and that are payable in shares only to ~~which our TSR is compared.~~the extent and when the underlying performance units are earned. For more information, see “~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—“Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards”in our Compensation Discussion and Analysis.

⁽⁵⁾

Reflects RSUs granted during ~~2011,~~2014, including the annual grant of RSUs to our NEOs, ~~and~~ RSUs granted to Mr. ~~Hooper~~Meline in connection with the commencement of his ~~employment.~~employment with the Company, and RSUs granted to Mr. Kelly for his service in the capacity of Acting Chief Financial Officer, Vice President, Global Business Services and his promotion to Senior Vice President, Global Business Services effective January 5, 2015. RSUs accrue dividend equivalents that are deemed reinvested in shares and payable only to the extent and when the underlying RSUs vest and are issued to the recipient.

⁽⁶⁾

Reflects the grant date fair values of the performance units granted during ~~2011~~2014 for the ~~2011-2013~~2014-2016 performance period determined in accordance with ASC 718 based on the number of performance units granted multiplied by the grant date fair value per unit of ~~$49.21. The~~$124.70 and $101.32 for units granted on January 31 and April 25, respectively. Because the performance units are earned based solely on the market condition of relative TSR performance the grant date fair value per unit was determined using a payout simulation model with the following key assumptions: risk-free

ï 2015 Proxy Statement71


								EXECUTIVE COMPENSATION TABLES

interest rate of ~~1.2%;~~0.8% for units granted on each of January 31 and April 25; volatility of the price of our Common Stock of ~~33%; dividend yield~~23% and 24% for units granted on ~~our Common Stock of 0%;~~January 31 and April 25, respectively; the closing price of our Common Stock on the grant date of ~~$51.39~~$118.95 per ~~share;~~share and $111.41 per share on January 31 and April 25, respectively; volatilities of the prices of the stocks of the ~~peer group companies~~Reference Group and the correlations of returns of our Common Stock and the ~~stock~~stocks of the ~~peer group companies~~Reference Group to simulate TSRs and their resulting impact on the payout ~~percentage~~percentages based on the contractual ~~terms.~~terms of the performance units.

⁽⁷⁾

Reflects the grant date fair values of RSUs granted during ~~2011~~2014 determined in accordance with ASC 718 based on the number of RSUs granted multiplied by the grant date fair ~~value~~values per unit of ~~$51.48~~$118.95, $111.41, $125.55 and $161.58 for ~~RSUs granted~~grants on January 31, April 25, ~~2011~~August 1 and ~~$56.47 for~~October 30, 2014, respectively. Because these RSUs ~~granted on October 27, 2011. The~~accrue dividend equivalents during the vesting period, the grant date fair value per unit ~~of RSUs granted on April 25, 2011 was based on~~equals the closing price of our Common Stock on ~~that date of $54.69 reduced by an expected dividend yield of 2% over~~ the weighted average vesting period of the award which was discounted at a risk-free interest rate of 1.1%. The fair value per unit of RSUs granted on October 27, 2011 was based on the closing price of our Common Stock on that date of $58.06 reduced by an expected dividend yield of 2% over the weighted average vesting period of the award which was discounted at a risk-free interest rate of 0.3%.grant date.

~~(8)~~
Reflects the grant date fair values of stock options granted during 2011 determined in accordance with ASC 718 based on the number of stock options granted multiplied by the grant date fair value per stock option of approximately $11.34. The grant date fair value per stock option was determined using a stock option valuation model with the following assumptions: risk-free interest rate of 2.4%; expected life of 5.8 years; expected volatility of 23%; expected dividend yield of 2% and exercise price of $54.69.

~~(9)~~

Reflects the grant date fair value of the performance unit awards granted to Mr. Hooper with the performance period beginning on the grant date and ending on December 31, 2012, determined in accordance with ASC 718 based on the number of performance units granted multiplied by the grant date fair value per unit of $56.91 which reflects the impact of the payout percentage as described in footnote 4 to this “Grants of Plan-Based Awards” table above.

The grant date fair value per unit for this award and for the other two performance unit awards granted to Mr. Hooper for the performance periods beginning on the grant date and ending on December 31, 2013 and December 31, 2014, respectively, (see footnotes 10 and 11 to this “Grants of Plan-Based Awards” table below) were calculated using payout simulation models with the following key assumptions: risk-free interest rates of 0.2%, 0.4% and 0.6% for the performance periods ending on December 31, 2012, 2013 and 2014, respectively; volatilities of the price of our Common Stock of 20%, 22% and 32% for the performance periods ending on December 31, 2012, 2013 and 2014, respectively; dividend yield on our Common Stock of 2.1%; the closing price of our Common Stock on the grant date of $58.06 per share; volatilities of the prices of the stocks of the peer group companies and the correlations of returns of our Common Stock and the stock of the peer group companies to simulate TSRs and their resulting impact on the payout percentage based on contractual terms.

~~(10)~~

Reflects the grant date fair value of the performance unit awards granted to Mr. Hooper for the performance period beginning on the grant date and ending on December 31, 2013 determined in accordance with ASC 718 based on the number of performance units granted multiplied by the grant date fair value per unit of $56.08 which reflects the impact of the payout percentage as described in footnote 4 to this “Grants of Plan-Based Awards” table above. See footnote 9 to this “Grants of Plan-Based Awards” table above for a description of how the grant date fair value of this award was determined.

~~(11)~~

Reflects the grant date fair value of the performance unit awards granted to Mr. Hooper for the performance period beginning on the grant date and ending on December 31, 2014 determined in accordance with ASC 718 based on the number of performance units granted multiplied by the grant date fair value per unit of $54.98 which reflects the impact of the payout percentage as described in footnote 4 to this “Grants of Plan-Based Awards” table above. See footnote 9 to this “Grants of Plan-Based Awards” table above for a description of how the grant date fair value of this award was determined.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth summary information regarding the outstanding equity awards at December 31, ~~2011~~2014 granted to each of our NEOs.


	Option Awards								Stock Awards									Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($/Option)		Option Expiration Date(1)		Number of Shares or Units of Stock That Have Not Vested (#)(4)		Market Value of Shares or Units of Stock That Have Not Vested ($)(5)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($/ Option)		Option Expiration Date⁽¹⁾			Number of Shares or Units of Stock That Have Not Vested (#)⁽³⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁴⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁴⁾
	Stock Options								Restricted Stock Units				Performance Units					Stock Options									Restricted Stock Units and Dividend Equivalents				Performance Units and Dividend Equivalents
Kevin W. Sharer		0		210,000		54.69		4/25/21(2)		121,875		7,825,594		97,560	(6)		6,264,328
		79,625		238,875		58.43		4/26/20(3)						98,098	(7)		6,298,873
		128,000		128,000		50.44		4/28/16(3)						33,215	(8)		2,132,735
		192,000		64,000		42.13		4/29/15(3)
		195,000		0		62.55		4/26/14
		195,000		0		71.88		4/3/13
		225,000		0		58.61		3/15/12

Robert A. Bradway		0		73,500		54.69		4/25/21(2)		43,500		2,793,135		34,146	(6)		2,192,515		48,510 127,000 84,000 84,000		24,990 0 0 0		54.69 58.43 50.44 42.13		4/25/21 4/26/20 4/28/16 4/29/15	⁽²⁾		56,678		9,028,239		88,193 110,915 132,045	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾		14,048,263 17,667,650 21,033,448
		31,750		95,250		58.43		4/26/20(3)						25,872	(7)		1,661,241
		42,000		42,000		50.44		4/28/16(3)						10,920	(8)		701,173
		63,000		21,000		42.13		4/29/15(3)
		65,000		0		62.55		4/26/14
		40,000		0		64.56		7/17/13

Roger M. Perlmutter		0		55,125		54.69		4/25/21(2)		33,800		2,170,298		25,609	(6)		1,644,354
		21,000		63,000		58.43		4/26/20(3)						25,872	(7)		1,661,241
		42,000		42,000		50.44		4/28/16(3)						10,920	(8)		701,173
		63,000		21,000		42.13		4/29/15(3)
		65,000		0		62.55		4/26/14
		65,000		0		71.88		4/3/13
		75,000		0		58.61		3/15/12

Anthony C. Hooper																			0		0							26,222		4,176,902		29,397 44,365 54,577 52,777	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾		4,682,648 7,066,901 8,693,570 8,406,848
David W. Meline																			0		0							54,596		8,696,597
Sean E. Harper																			13,860 16,000		7,140 0		54.69 58.43		4/25/21 4/26/20	⁽²⁾		21,023		3,348,754		29,397 44,365 54,577	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾		4,682,648 7,066,901 8,693,570
Madhavan Balachandran																			10,395 6,000		5,355 0		54.69 58.43		4/25/21 4/26/20	⁽²⁾		34,505		5,496,301		27,438 44,365 15,845	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾		4,370,599 7,066,901 2,523,950
Michael A. Kelly																			0		1,777		54.69		4/25/21	⁽²⁾		8,935		1,423,256		3,862 4,828 7,567	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾		615,178 769,052 1,205,347
Jonathan M. Peacock		0		55,125		54.69		4/25/21(2)		90,800		5,830,268		25,609	(6)		1,644,354		0		0							0				0
		43,750		131,250		57.27		10/28/20(3)

Anthony C. Hooper		0		0		n/a		n/a		45,238		2,904,732		35,325	(9)		2,268,218
														35,325	(9)		2,268,218
														35,325	(9)		2,268,218

⁽¹⁾	Stock options granted prior to April 26, 2010 expire on the seventh anniversary of their grant date. Stock options granted on or after April 26, 2010 expire on the tenth anniversary of their grant date. No stock options were granted to NEOs in 2012, 2013 and 2014.

⁽²⁾	Stock options vest at a rate of 33%, 33% and 34% on the second, third and fourth anniversaries of the April 25, 2011 grant date, respectively.

~~(3)~~

~~Stock options vest in equal installments of 25% on the first, second, third and fourth anniversary of the grant date.~~ Thus, the remaining unvested ~~stock~~ options ~~with an expiration date: (i) in 2020 vest one third per year in 2012, 2013 and 2014; (ii) in 2016 vest 50% per year in 2012 and 2013 and (iii) in 2015~~are scheduled to vest in full in ~~2012.~~2015.

~~(4)~~⁽³⁾
The following table shows the vesting of RSUs and any related accrued dividend equivalents (rounded down to the nearest whole number of units) outstanding as of December 31, ~~2011:~~2014. Commencing with grants made after March 2012, RSUs accrue dividends that are deemed reinvested in shares and payable only when and to the extent the underlying RSUs vest and are issued to the participant.

Name
Units
Granted on
October 27, 2011
(a) Units
Granted on
April 25, 2011
(b) Units
Granted on
October 28, 2010
(c) Units
Granted on
April 26, 2010
(c) Units
Granted on
April 28, 2009
(d) Units
Granted on
April 29, 2008
(e)
Kevin W. Sharer
0    60,000    0    34,125    18,500    9,250
Robert A. Bradway
0    21,000    0    13,500    6,000    3,000
Roger M. Perlmutter
0    15,800    0    9,000    6,000    3,000
Jonathan M. Peacock
0    15,800    75,000    0    0    0
Anthony C. Hooper
45,238    0    0    0    0    0
72    ï 2015 Proxy Statement
EXECUTIVE COMPENSATION TABLES

Granted on
Name
October 30,
2014^(a)

August 1,
2014^(b)

April 25,
2014^(a)

January 31,
2014^(a)

April 26,
2013^(a)

January 28,
2013^(c)

July 31,
2012^(c)

April 27,
2012^(c)

October 27,
2011^(d)

April 25,
2011^(e)

Robert A. Bradway
0    0    0    15,409    0    19,383    0    14,746    0    7,140
Anthony C. Hooper
0    0    0    5,136    0    7,753    0    6,094    7,239    0
David W. Meline
0    54,596    0    0    0    0    0    0    0    0
Sean E. Harper
0    0    0    5,136    0    7,753    0    6,094    0    2,040
Madhavan Balachandran
0    0    0    4,793    0    7,753    18,659    1,770    0    1,530
Michael A. Kelly
1,862    0    636    4,280    804    0    0    845    0    508
^(a)
Reflects total RSUs granted ~~which are scheduled to vest as follows: 22,619 units on March 2, 2012, 7,690 units on March 2, 2013, 7,690 units on March 2,~~and related dividend equivalents accrued through December 31, 2014, ~~and 7,239 units on March 2, 2015.~~
~~(b)~~
~~Reflects total RSUs granted,~~ which are scheduled to vest at a rate of approximately 33%, 33% and 34% of the amounts shown on the second, third and fourth anniversaries of the grant date, ~~respectively.~~respectively, except with respect to RSUs granted to Mr. Kelly on January 31, 2014, the remainder of which are scheduled to vest in full on June 30, 2015.
~~(c)~~^(b)
Reflects ~~remaining unvested~~ RSUs and related dividend equivalents accrued through December 31, 2014, which are scheduled to vest in equal installments ~~of one-third~~on each of the ~~amounts shown on the second, third and fourth~~first four anniversaries of the grant date.
~~(d)~~^(c)
Reflects ~~remaining unvested~~ RSUs and related dividend equivalents accrued through December 31, 2014, of which approximately 33% vested on the second anniversary of the grant date and the remainder are scheduled to vest in approximately equal installments ~~of one-half of the amounts shown~~ on the third and fourth anniversaries of the grant date.
^(d)
Reflects RSUs which vested on March 2, 2015.
^(e)
Reflects remaining unvested RSUs which are scheduled to vest on April ~~29, 2012.~~25, 2015.
~~(5)~~⁽⁴⁾
The market values of RSUs and performance units (and related dividend equivalents) were calculated by multiplying the number of RSUs outstanding or the number of performance units (as determined in accordance with Securities and Exchange Commission, or SEC, rules and footnotes 65 through 98 below), as applicable, by the closing price of our Common Stock on December 31, ~~2011~~2014 ($~~64.21)~~159.29).
~~(6)~~⁽⁵⁾
Reflects the sum of the number of performance units granted for the 2014–2016 performance period and the related dividend equivalents accrued through December 31, 2014 multiplied by the maximum payout percentage of 150%, which is the relative TSR percentage multiplier based on Amgen’s TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the January 31, 2014 grant date to December 31, 2014. The number of dividend equivalents multiplied by the 150% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 1,586 units for Mr. Bradway, 528 units for Mr. Hooper and Dr. Harper, 493 units for Mr. Balachandran and 50 units for Mr. Kelly.
⁽⁶⁾
Reflects the number of performance units granted for the ~~2011–2013~~2013-2015 performance period and related dividend equivalents accrued through December 31, 2014 multiplied by the maximum payout percentage of ~~81.3%~~150%, which ~~equals 100% plus two times~~is the relative TSR percentage ~~difference. The~~multiplier based on Amgen’s TSR ~~percentage difference, which is a negative amount, equals our TSR for~~percentile rank relative to the ~~one-year period ended December 31, 2011 less the average of~~ TSRs of the ~~peer group~~ companies in the Reference Group for ~~that same period. For information on~~ the ~~actual~~period from the January 28, 2013 grant date to December 31, 2014. The number of dividend equivalents multiplied by the 150% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 3,951 units ~~to be earned~~ for ~~these performance unit grants, see “~~~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—~~Long-Term Incentive Equity Awards~~~~” in our Compensation Discussion~~Mr. Bradway; 1,580 units for Messrs. Hooper and ~~Analysis.~~Balachandran and Dr. Harper and 148 units for Mr. Kelly.
⁽⁷⁾
Reflects the number of performance units granted for the 2010-2012 performance period multiplied by: (i) 107.8% which is the sum of the revenue and EPS performance percentages based on the actual results achieved with regard to the 2010 financial performance measures and (ii) a relative TSR multiplier of 100% for the two-year period that ended on December 31, 2011. For information on the actual number of units to be earned for these performance unit grants, see “Summary Compensation Table—~~Narrative Description to the Compensation Tables – Performance Units~~~~” above.~~
~~(8)~~
Reflects the actual number of performance units earned for the ~~2009-2011~~2012-2014 performance period ~~which equals the number of performance units granted multiplied by: (i) 91% which is the sum of the revenue~~ and EPS performance percentages based on actual results achieved with regard to the 2009 revenue and EPS performance measures, and (ii) a relative TSR multiplier of 50% for the three-year period that ended on December 31, 2011.
~~(9)~~
Reflects the number of performance units for each of the three performance unit awards granted to Mr. Hooper with performance periods beginning on the October 27, 2011 grant date and ending on December 31, 2012, December 31, 2013 andrelated dividend equivalents accrued through December 31, 2014 ~~respectively,~~ multiplied by the maximum payout percentage of ~~100.4% which equals~~150%. Had the payout percentage not been limited to the maximum percentage that may be earned for the award, the payout percentage would have equaled 219.8%, based on 100% plus two times the TSR percentage ~~difference. The~~difference of approximately 59.9% for the performance period (the TSR percentage difference equals ~~our~~the Amgen TSR ~~for the period from the grant date to December 31, 2011,~~of approximately 185.7% less the ~~average~~Peer Group Average TSR of ~~TSRs~~approximately 125.8%). The number of dividend equivalents multiplied by the ~~peer group companies~~150% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 6,417 units for ~~these awards (which are~~Mr. Bradway, 2,652 units for Mr. Hooper and Dr. Harper, 770 units for Mr. Balachandran and 367 units for Mr. Kelly.
⁽⁸⁾
Reflects the ~~companies used~~actual number of performance units earned by Mr. Hooper for the performance ~~unit awards~~period that began on October 27, 2011 and ended on December 31, 2014, based on the number of units granted multiplied by the maximum payout percentage of 150%. Had the payout percentage not been limited to the maximum percentage that may be earned for the ~~2012–2014 performance period)~~award, the payout percentage would have equaled 229.4%, based on 100% plus two times the TSR percentage difference of approximately 64.7% for the ~~same period. See “~~~~ELEMENTS OF~~~~COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—~~Long-Term Incentive Equity Awards~~~~” in our Compensation Discussion and Analysis for more information.~~performance period (the TSR percentage difference equals the Amgen TSR of approximately 204.2% less the Peer Group Average TSR of approximately 139.5%).
The estimated payouts of the performance units described above are disclosed in the limited context of our executive compensation program and should not be understood to be statements of our expectations of our stock price or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
ï 2015 Proxy Statement73
EXECUTIVE COMPENSATION TABLES
Option Exercises and Stock Vested
The following table summarizes the option exercises and vesting of ~~stock awards~~RSUs (and related dividend equivalents) for each of our NEOs for the year ended December 31, ~~2011. No stock options were exercised by our NEOs in 2011.~~2014. For a description of the performance units and related dividend equivalents earned for the ~~2009-2011~~ performance ~~period~~periods that ended on December 31, 2014 and that were earned as of ~~December 31, 2011, and the associated payout values,~~that date, see the “Outstanding Equity Awards at Fiscal Year End” table above and ~~footnote~~footnotes 7 and 8 to the table.

   Stock Awards
Name
   Number of
Shares
Acquired
on Vesting(#)    Value
Realized on
Vesting($)(1)
Kevin W. Sharer
   29,875       1,676,229
Robert A. Bradway
   10,500       587,985
Roger M. Perlmutter
   9,000       505,950
Jonathan M. Peacock
   25,000       1,451,500
Anthony C. Hooper
   0       0
Option Awards Stock Awards
Name Number of
Securities
Acquired
on Exercise(#) Value
Realized on
Exercise($)⁽¹⁾ Number of
Shares
Acquired
on Vesting(#) Value
Realized on
Vesting($)⁽²⁾
Robert A. Bradway
65,000    3,814,850    18,596    2,087,842
Anthony C. Hooper
0    0    19,660    2,401,006
David W. Meline
0    0    0    0
Sean E. Harper
0    0    31,091    4,699,033
Madhavan Balachandran
0    0    12,334    1,547,226
Michael A. Kelly
14,848    1,223,300    5,477    641,979
Jonathan M. Peacock
167,632    10,290,376    8,175    922,932
⁽¹⁾
The value realized upon exercise of stock options reflects the price at which shares acquired upon exercise of the stock options were sold, net of the exercise price for acquiring shares.
⁽²⁾
The value realized on vesting of RSUs, including cash received in lieu of fractional dividend equivalents, was calculated as the product of the closing price of a share of our Common Stock on the business day immediately prior to the vesting date, multiplied by the number of units vested.
Nonqualified Deferred Compensation
The following table sets forth summary information regarding aggregate contributions to and account balances under our SRP ~~Nonqualified Deferred Compensation Plan, or~~and NDCP ~~and Executive Nonqualified Retirement Plan~~ for and as of the year ended December 31, ~~2011.~~2014. There were no withdrawals by any of the NEOs in 2014.

Name
Executive
Contributions in
2011($) Company
Contributions in
2011($)(1) Aggregate
Earnings (Losses)
in 2011($)(2) Withdrawals in
2011($) Aggregate Balance
at December 31,
2011($)(3) 2014
Employee
Contributions
($)⁽¹⁾ 2014
Company
Contributions
($)⁽²⁾ 2014
Earnings
($)⁽³⁾
Balance as of
12/31/14($)⁽⁴⁾

Kevin W. Sharer
0    517,958    128,247    0    22,451,396
Robert A. Bradway
0    211,761    (24,149 ) 0    1,603,046    1,799,000    483,800    357,495    8,240,060
Roger M. Perlmutter
0    180,081    685,712    0    14,913,700
Anthony C. Hooper
1,000    241,880    39,761    715,971
David W. Meline
181,734    1,618,173    33,046    1,832,953
Sean E. Harper
0    213,750    92,136    2,169,060
Madhavan Balachandran
0    178,300    47,193    3,498,551
Michael A. Kelly
135,000    69,980    160,856    3,142,424
Jonathan M. Peacock
0    85,431    (471 ) 0    84,960    0    172,485    50,009    800,386
Anthony C. Hooper
0    0    0    0    0
⁽¹⁾
Reflects the portion of the annual cash incentive award deferred and contributed to the NDCP by Messrs. Bradway and Kelly. Mr. Bradway’s contribution is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in 2013, the year it was earned. Also reflects the portions of Mr. Hooper’s and Mr. Meline’s base salaries deferred and contributed to the NDCP that are included in the “Salary” column of the “Summary Compensation Table” in 2014, the year they were earned.
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EXECUTIVE COMPENSATION TABLES

~~(1)~~⁽²⁾
Reflects credits to the SRP. Also reflects a credit of $1,600,000 to Mr. Meline’s NDCP account which will vest at a rate of 12.5% per year from 2015 through 2022 as long as Mr. Meline remains actively and continuously employed with the Company, and which vesting accelerates upon a change of control consistent with the terms of the NDCP. Credits to the SRP ~~which~~and NDCP are included in the “All Other Compensation” column of the “Summary Compensation Table.”
~~(2)~~⁽³⁾
Reflects earnings in the NDCP and SRP ~~and Executive Nonqualified Retirement Plan~~ for 2011. Earnings on accounts in the Executive Nonqualified Retirement Plan consists of interest accrued on Dr. Perlmutter’s vested account balance calculated at a rate equal to 125% of the 10-year moving average yield of 10-year U.S. Treasury Notes, adjusted annually and compounded annually. Interest credited to Dr. Perlmutter for 2011 totaled $629,033, which includes $101,360 that exceeds 120% of the applicable long-term Applicable Federal Rate, and accordingly, is included in the “Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table.”2014.
~~(3)~~⁽⁴⁾
Reflects balances in the NDCP and SRP ~~and Executive Nonqualified Retirement Plan at~~on December 31, ~~2011.~~2014. All amounts are vested, except amounts with respect to Mr. ~~Peacock’s balance is composed of~~Meline for $1,630,913 related to the credit in his ~~SRP~~NDCP account ~~which is unvested~~ and ~~is scheduled to vest on September 1, 2013, the third anniversary of Mr. Peacock’s hire date.~~related earnings described in footnote 2 above. These balances include the following aggregate amounts that are reported as compensation in this proxy statement in the “Summary
Compensation Table” in ~~2011, 2010~~2014, 2013 and ~~2009: $3,471,611 for Mr. Sharer; $572,806~~2012: $4,683,566 for Mr. Bradway; ~~$758,490~~$636,862 for Mr. Hooper; $1,799,907 for Mr. Meline; $564,041 for Dr. ~~Perlmutter; $85,431~~Harper; $334,454 for Mr. ~~Peacock; and none~~Balachandran; $69,980 for Mr. ~~Hooper.~~Kelly and $582,027 for Mr. Peacock.
General Provisions of the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan
The SRP is designed to provide a “make-whole” benefit to 401(k) Plan participants who have eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on such compensation to represent the equivalent percentage of Company contributions that would have been made to the 401(k) Plan if the compensation had been eligible for deferral into the 401(k) Plan. For the same reason, the Company also credits to the SRP a 10% contribution on amounts deferred into the NDCP. No “above market” crediting rates are ~~offered.~~offered under the SRP and employee contributions are not permitted.
The SRP and the NDCP are unfunded plans for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Deferred amounts are our general unsecured obligations and are subject to our on-going financial solvency. We have established a grantor trust (a so-called “rabbi” trust) for the purpose of accumulating funds to assist us in satisfying our obligations under the NDCP. Earnings on amounts contributed to our SRP and NDCP, like our 401(k) Plan, are based on participant
selections among the investment options selected by a committee of our executives. This committee has the sole discretion to discontinue, substitute or add investment options at any time. Participants can select from among these investment options for purposes of determining the earnings or losses that we will credit to their plan accounts, but they do not have an ownership interest in the investment options they select. Unlike our 401(k) Plan, we do not offer the opportunity to invest through a brokerage window or in our Common Stock under our NDCP or SRP. The investment options in the NDCP and the SRP also differ in that they include six portfolios based on different target retirement dates, referred to as “Target Retirement Portfolios,” that have been created for use as default investment options. The investment options during ~~2011~~2014 are described in the subsection “~~Investment~~“Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation ~~Plan~~”Plan” below. Invested amounts can be transferred among available plan investment options on any business day and effective at the close of business on that day (subject to the time of the request and the market being open).
Retirement and Savings Plan and Supplemental Retirement Plan
Our 401(k) Plan is a qualified plan that is available to regular U.S.-based staff members of the Company and participating subsidiaries. All 401(k) Plan participants, including our NEOs, are eligible to receive the same level of matching and nonelective or “core” contributions from us. Company contributions on eligible compensation earned above the Internal Revenue Code qualified plan compensation limit and on amounts that were deferred to the NDCP are credited to our SRP, a nonqualified plan that is available to all 401(k) Plan eligible staff members.
~~Contributions~~Contributions.. We make a core contribution of 5% of eligible compensation to all regular U.S-based staff members under
the 401(k) Plan, regardless of whether the staff members elect to defer any of their compensation to the 401(k) Plan. In addition, under the 401(k) Plan, participants are eligible to receive matching contributions of up to 5% of their eligible ~~compensation.~~compensation that they contribute to the 401(k) Plan. Under our SRP, we credit 10% of each participant’s eligible compensation in excess of the maximum recognizable compensation limit for qualified plans, which equals the combined percentage of our core contributions and maximum matching contributions under our 401(k) Plan. We also credit 10% of each participant’s compensation that is not eligible for deferral into our 401(k) Plan because the participant deferred it to the NDCP.
ï 2015 Proxy Statement75
EXECUTIVE COMPENSATION TABLES
Distributions. Participants receive distributions from the SRP following their termination of employment. Distributions for most participants are made in a lump sum payment in the first or second year following termination of employment, or, for balances in excess of a de minimis amount, in installments that commence in the year following termination. For our NEOs, Section 409A of the Internal Revenue Code generally requires that their distributions may not occur earlier than six months following our NEO’s termination of employment.
~~Vesting~~Vesting.. Participants in the 401(k) Plan are immediately vested in participant and Company contributions and related
earnings and losses on such amounts. Participants in the SRP are immediately vested in contributions
that are made with respect to amounts the participants deferred under the NDCP and related earnings and losses on such amounts, and are fully vested in the remainder of their accounts upon the earlier of: (i) three continuous years of their service to us; (ii) termination of their employment on or after their normal retirement date (as defined in the 401(k) Plan); (iii) their disability (as defined in the 401(k) Plan); (iv) their death or (v) a change of control and termination of their employment as described below in “Potential Payments Upon Termination or Change of Control—~~Amended and Restated~~ Change of Control Severance Plan.”
Nonqualified Deferred Compensation Plan
Our NDCP allows participants to defer receipt of a portion of their eligible compensation to a future date, with an opportunity to earn tax-deferred returns on the deferrals. Members of our Board of Directors, or Board, and our U.S.- and Puerto Rico-based staff members at the director level or above, ~~which~~who include our NEOs, are eligible to participate in this plan. Our NEOs may participate in this plan on the same basis as the other participants in the plan.
~~Contributions~~Contributions.. Participants who are staff members may elect to defer up to a maximum of 50% of their eligible base salary, up to a maximum of 100% of their annual cash incentive ~~bonus~~award and up to 100% of sales commissions. Non-employee members of our Board may defer all or a portion of their fees, including ~~committee chair~~ retainers and meeting fees. In addition, we may, in our sole discretion, contribute additional amounts to any participant’s account at any time, such as contributing sign-on bonuses to the accounts of newly-hired staff members or for retention purposes.
~~Distributions~~Distributions.. Participants may elect to receive distributions as a lump sum or, for balances in excess of a de minimis amount, in annual installments for up to ten years. For most
participants, distributions commence in the first or second year following the participant’s termination of employment. For our NEOs, Section 409A of the Internal Revenue Code generally requires that distributions may not occur earlier than six months following our NEO’s termination of employment. Participants may also elect to receive an in-service distribution of an elective deferral (called a short-term deferral) that is paid no earlier than three full years after the end of the plan year in which the deferral was made. Participants ~~can~~may also petition for a distribution due to an unforeseeable financial hardship.
Vesting.Participants are at all times 100% vested in the amounts that they elect to defer and related earnings and losses on such amounts. As part of his initial hire package, and to replace the forfeiture of certain pension benefits at his former employer, we contributed $1,600,000 to Mr. Meline’s NDCP account. This contribution and related earnings and losses thereon vest at the rate of 12.5% per year from 2015 through 2022 as long as Mr. Meline remains continuously employed by us, which vesting accelerates upon a change of control consistent with the terms of the NDCP.
76    ï 2015 Proxy Statement
EXECUTIVE COMPENSATION TABLES
Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan
The investment options under the SRP and the NDCP and their annual rates of return for ~~2011~~2014 are contained in the tables below. The 401(k) Plan offers the same investment options as the SRP and the NDCP except: (i) the 401(k) Plan also allows investments in our Common Stock and offers a brokerage window and (ii) the 401(k) Plan does not offer the six portfolios based on different target retirement dates, referred to as “Target Retirement Portfolios” below. The
Target Retirement Portfolios are designed to provide an all-in-one investment option for creating a diversified portfolio. Each portfolio is an asset allocation strategy built around a combination of investments from the plan’s investment options (provided below) and is adjusted over time to gradually become more conservative as the target maturity date of the portfolio approaches. We retain the right to change, at our discretion, the available investment options.
Name of Investment Option
Rate of Return
for 2014
Name of Investment Option Rate of Return
for 2014
Amgen Target Retirement Portfolio Income
6.98%    Capital Preservation 1.39%
Amgen Target Retirement Portfolio 2010
7.00%    Fixed Income Index 6.06%
Amgen Target Retirement Portfolio 2020
6.98%    Fixed Income 5.75%
Amgen Target Retirement Portfolio 2030
6.81%    High Yield 2.48%
Amgen Target Retirement Portfolio 2040
6.41%    Inflation-Protection 3.57%
Amgen Target Retirement Portfolio 2050
5.94%    Large Cap Value 11.10%
Large Cap Index 13.66%
Large Cap Growth 9.35%
Small-Mid Cap Value 3.36%
Small-Mid Cap Index 7.51%
Small-Mid Cap Growth 1.71%
International Value (2.43%)
International Index (3.75%)
International Growth (2.36%)
Emerging Markets (3.52%)
REIT Index 28.01%

Name of Investment Option
Rate of Return
for 2011
Name of Investment Option
Rate of Return
for 2011
Amgen Target Retirement Portfolio Income
4.23 % Capital Preservation 2.70 %
Amgen Target Retirement Portfolio 2010
3.08 % Fixed Income 7.71 %
Amgen Target Retirement Portfolio 2020
0.53 % Large Cap Value (2.38 %)
Amgen Target Retirement Portfolio 2030
(2.72 %) Large Cap Index 4.80 %
Amgen Target Retirement Portfolio 2040
(4.94 %) Large Cap Growth (2.32 %)
Amgen Target Retirement Portfolio 2050
(5.70 %) Small-Mid Cap Value (5.67 %)
Small-Mid Cap Index (3.48 %)
Small-Mid Cap Growth (3.33 %)
International Value (15.66 %)
International Growth (15.10 %)
High Yield 2.99 %
Inflation-Protection 13.33 %
Emerging Markets (17.65 %)
REIT Index 8.61 %
~~Executive Nonqualified Retirement Plan~~
As part of his initial offer of employment in 2001, we agreed to provide Dr. Perlmutter supplemental retirement benefits based on his length of employment with us as a replacement for pension benefits foregone from his previous employer. The benefits are provided through his participation in our Executive Nonqualified Retirement Plan. Dr. Perlmutter is currently the only participant in this plan.
~~Contributions~~~~. We were obligated to credit a special retirement account under the plan with $10,000,000 for Dr. Perlmutter because he was actively employed by us on September 16, 2007 (the crediting date).~~
~~Earnings~~. Dr. Perlmutter’s account began earning interest on September 16, 2007. Since Dr. Perlmutter was employed with us through the date he attained 10 years of service and was at least age 55, which occurred in January 2011, under the terms of the Executive Nonqualified Retirement Plan, we credit interest on his account balance at a rate equal to 125% of the 10-year moving average yield on 10-year U.S. Treasury notes, adjusted annually and compounded annually, from his crediting date until his account balance is distributed to him.
~~Distributions~~. Because Dr. Perlmutter terminated his employment and retired on February 12, 2012, which is prior to attaining age 60 and 10 years of service with us (which would have occurred on September 16, 2012), the plan provides for his account balance to be distributed in a lump sum in January 2013.
Potential Payments Upon Termination or Change of Control
Change of Control Severance Plan
Our Amended and Restated Change of Control Severance Plan
~~Our~~ (“Change of Control Severance ~~Plan~~Plan”) provides a lump sum payment and certain other benefits for each participant in the plan who separates from employment with us in connection
with a change of control. ~~Market practices generally and~~Our Compensation Committee periodically reviews the ~~practices~~terms of ~~the companies in our peer group have evolved since our Change of Control Severance Plan was originally adopted. To ensure that~~ the Change of Control Severance Plan, ~~continues~~which was originally adopted in 1998, to beensure it is aligned with current governance best practices, on December 9, 2010, at the suggestion of the Compensation Committee’s independent consultant and with the input and direction of the Compensation Committee, the Board amended and restated the Change of Control Severance Plan.practices.
ï 2015 Proxy Statement77
EXECUTIVE COMPENSATION TABLES
If a change of control occurs and a participant’s employment is terminated by us other than for cause or disability or by the participant for good reason within two years after the change of control, a participant under the ~~participant will~~Change of Control Severance Plan would be entitled to:

a lump sum cash payment in an amount equal to:

~~the product of:~~
–
the product of:

a benefits multiple of 1one or 2two based on the participant’s position (each of our NEOs ~~have~~has a benefits multiple of 2)two); and

the sum of (i) the participant’s annual base salary immediately prior to termination or, if higher, immediately prior to the change of control, plus (ii) the participant’s targeted annual cash incentive award for the year in which the termination occurs;

if, as a result of the participant’s termination of employment, the participant becomes entitled to, and timely elects to continue, healthcare (including any applicable vision benefits) and/or dental coverage under ~~the Consolidated Omnibus Reconciliation Act of 1985, or~~ COBRA Company-paid group health and dental insurance continuation coverage for the participant and his or her dependents under COBRA until the earlier of (i) the expiration of a participant’s eligibility for coverage under COBRA or (ii) the expiration of the 18-month period immediately following the participant’s termination (whichever occurs earlier);

fully-vested benefits accrued under our 401(k) Plan and our SRP;

either a lump-sum cash payment or a contribution to our SRP, as determined by us in our sole discretion, in an amount equal to the sum of (1) the product of $2,500 and the participant’s benefits multiple and (2) the product of (x) 10%, (y) the sum of (i) the participant’s annual base salary as in effect immediately prior to the participant’s termination or, if higher, as in effect immediately prior to the change of control, plus (ii) the participant’s targeted annual ~~bonus~~cash incentive award for the year in which the termination occurs (which equals the participant’s annual base salary multiplied by the participant’s target annual ~~bonus~~cash incentive award percentage, each as in effect immediately prior to the termination or, if higher, as in effect immediately prior to the change of control) and (z) the benefits multiple; and
indemnification and, if applicable, directors’ and officers’ liability insurance provided by us for four years following the participant’s termination (each of our NEOs would receive such liability insurance benefits, which ~~results~~would result in no additional cost to us).
~~The plan provides that, if~~No tax gross-up payments are provided under the Change of Control Severance Plan. If all payments or benefits received under the Change of Control Severance Plan or any other plan, arrangement or agreement would cause the participant to be subject to excise tax, then the payments will be reduced to the extent necessary to avoid the excise tax, provided that the reduced payments, net of federal, state and local income taxes, isare greater than the payments without such reduction, net of federal, state and local income taxes and excise tax.
The plan provides that the benefits described above would be provided in lieu of any other severance benefits that may be payable by us (other than accrued vacation and similar benefits otherwise payable to all staff members upon a termination). However, other than with respect to Messrs. Peacock and Hooper, we currently have no standing severance arrangement that provides severance benefits to any of our NEOs. For a description of Messrs. Peacock’s and Hooper’s severance benefits, see the subsection “~~Messrs. Peacock’s and Hooper’s Offer Letters”~~ ~~below.~~ The plan also provides that the benefits described above may be forfeited if the participant discloses our confidential information or solicits or offers employment to any of our staff members during a period of years equal to the participant’s benefits multiple following the participant’s termination.
The plan ~~expires on December 31, 2014 and~~ is subject to automatic one-year extensions unless we notify participants no later than November 30 ~~of the year prior to the expiration date~~ that the term will not be extended. If a change of control occurs ~~prior to~~during the ~~plan’s expiration,~~term of the plan, the plan will continue in effect for at least 24 months
following the change of control. Prior to a change of control, we can ~~terminate or~~ amend the plan at any time. After a change of control, the plan may not be terminated or amended in any way that adversely affects a participant’s interests under the plan, unless the participant consents in writing.
“Change of Control” is defined in the plan as the occurrence of any of the following:

any person, entity or group has acquired beneficial ownership of 50% or more of (i) our then outstanding common shares or (ii) the combined voting power of our then outstanding securities entitled to vote in the election of directors;

individuals making up the incumbent Board (as defined in the plan) cease for any reason to constitute at least a majority of our Board;

78    ï 2015 Proxy Statement
EXECUTIVE COMPENSATION TABLES
immediately prior to our consummation of a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such transaction do not, immediately thereafter, own more than 50% of the then outstanding shares of the reorganized, merged or consolidated company entitled to vote generally in the election of directors;

a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company; or

any other event which the incumbent Board (as defined in the plan), in its sole discretion, determines is a change of control.
“Cause” is defined in the plan as (i) conviction of a felony or (ii) engaging in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out the participant’s duties, resulting in material economic harm to us, unless the participant believed in good faith that the conduct was in, or not contrary to, our best interests.
“Disability” under the plan is determined based on our long-term disability plan as is in effect immediately prior to a change of control.
“Good reason” is defined in the plan as (i) an adverse and material diminution of a participant’s authority, duties or responsibilities, (ii) a material reduction in a participant’s base salary, (iii) an increase in a participant’s daily commute by more than 100 miles roundtrip or (iv) any other action or inaction by the Company that constitutes a material breach of the agreement under which the participant provides services. In order to terminate with “good reason,” a participant must provide written notice to the Company of the existence of the condition within the required period, the Company must fail to remedy the condition within the required time period and the participant must then terminate employment within the required time period.
Long-Term Incentive Equity Awards
Stock Options ~~Restricted Stock~~ and Restricted Stock Units
Our stock plans (or the related grant agreements approved for use under such stock plans) provide for accelerated vesting or continued vesting of unvested stock options ~~restricted stock~~ and RSUs in the circumstances described below.
Change of Control/Qualifying Termination in Connection with a Change of ~~Control~~Control.~~. With respect to~~ Unvested stock options and RSUs made prior to March 2, 2011 ~~all such unvested awards will vest~~(all of which by their terms were fully
vested as of March 2, 2015), would have vested in full upon a Change of Control (as defined in the stock plans or the related grant agreements approved for use under such stock plans), irrespective of the scheduled vesting dates for these awards. With respect to stock options and RSUs made on or after March 2, 2011, all such awards will vest in full only if, within 24 months following the change of control, the grantee’s employment is involuntarily terminated other than for “cause” or “disability,” and, in the case of staff members subject to the Change of Control Severance Plan, voluntarily terminated with “good reason” (as each is defined in the grant agreements). With respect to stock options and RSUs made on or after March 6, 2013, Change of Control no longer includes any other event which the incumbent Board (as defined in the related grant agreements), in its sole discretion, determines is a change of control.
Death or ~~Disability~~Disability.. In general, unvested stock options and RSUs granted in calendar years prior to the year death or disability occurs vest in full upon the occurrence of such event. For unvested stock options and RSUs granted in the calendar year death or disability occurs, a pro-rata amount of these stock options and RSUs immediately vests based on the number of completed months of employment during the calendar year such event occurs. Under our stock plans, a disability has the same meaning as under Section 22(e)(3) of the Internal Revenue Code and occurs where the disability has been certified by either the Social Security Administration, the comparable government authority in another country with respect to non-U.S. staff members or an independent medical advisor appointed by us.
~~Retirement~~Retirement.. In general, unvested stock options and RSUs granted in calendar years prior to the year in which an employee retires continue to vest on their original vesting schedule following the retirement of the holder if the holder has been continuously employed for at least 10ten years and is age 55 or older or is age 65 or older, regardless of service (a retirement-eligible participant). If a retirement-eligible participant receives a grant of stock options or RSUs in the calendar year such retirement occurs, the participant will vest in a pro-rata amount of the award he or she would be otherwise entitled to based upon the number of complete months of employment during the calendar year such retirement occurs. Holders have the lesser of five years from the date of retirement or the remaining period before expiration to exercise any vested stock options. ~~Mr. Sharer~~Messrs. Balachandran and ~~Dr. Perlmutter~~Kelly were retirement eligible as of December 31, 2014 and they would have received this
ï 2015 Proxy Statement79
EXECUTIVE COMPENSATION TABLES
benefit (other than with respect to RSUs granted to Mr. Balachandran on July 31, 2012 and Mr. Kelly on January 31 and October 30, 2014, which were expressly excepted from our standard retirement provisions), had they retired on December 31, ~~2011.~~2014. No other NEOs would have received this benefit because they did not meet the ~~above-noted~~above-mentioned retirement requirements.
Performance Units
Our performance award program provides for a potential ~~payout~~earn-out of outstanding performance units upon a ~~change~~Change of ~~control~~Control (as defined in our Change of Control Severance Plan) ~~or upon~~based on a truncated performance period and our performance through the change of control, and provides for potential earn-out at the end of the performance period in the event of a termination of employment due to death, disability or ~~retirement.~~
~~Change of Control~~.retirement subject to the proration provisions described below. With respect to grants of performance units ~~for~~made on or after March 6, 2013, Change of Control no longer includes any other event which the ~~2010-2012~~incumbent Board (as defined in the performance ~~period,~~award program), in its sole discretion, determines is a change of control.
Change of Control. With respect to grants of outstanding performance units, in the event of a change of control that occurs ~~during~~after the ~~first year~~sixth month of the performance period and before the end of the performance period, the performance period terminates as of the last business day ~~of the last completed quarter~~ before the change of control and the participant is entitled to a payment equal to the amount the participant would have received for the performance period using the assumption that the target levels of all performance measures (including TSR multipliers) have been satisfied. If a change of control occurs during the second or third years of the performance period, the performance period terminates as of the last business day of the last completed quarter before the change of control and the participant is entitled to a payment based upon the actual performance with respect to the one-year performance measures for revenue and EPS goals, multiplied by the relative TSR multiplier based on the ranking of the greater of (i) our actual TSR performance for such shortened period or (ii) our TSR performance using the assumption that the ending Common Stock price for such shortened period is equal to the value of consideration paid for a share of our Common Stock (whether such consideration is paid in cash, stock or other property, or any combination thereof) relative to the TSRs of the Comparator Group for the shortened performance period.
With respect to grants of performance units for the 2011-2013 performance period and the 2012-2014 performance period and the grants of performance units made to Mr. Hooper, in the event of a change of control that occurs after the sixth calendar month of the performance period and before the end of the performance period, the performance period terminates as of the last business day of the last completed quarter before the change of control and the participant is entitled to a payment equal to the amount the participant would have received for the performance period basingon: (A) our TSR performance for which our ending Common Stock price is computed on the greater of (i) the average daily closing price of our Common Stock for the last ~~sixty (60)~~twenty (20) trading days of such shortened period or (ii) the value of consideration paid for a share of our Common Stock in the change of control (whether such consideration is paid in cash, stock or other property, or any combination thereof) and (B) the ~~average of TSRs~~TSR performance of the companies in ~~our Comparator Group~~the applicable reference group based on such companies’ average daily closing stock price for the last ~~sixty (60)~~twenty (20) trading days of such shortened performance period. In the event of a change of control that occurs during the first six ~~calendar~~ months of the performance period, ~~the performance period terminates as of the last~~
~~business day of the last completed quarter before the change of control and~~ the participant is entitled to a payment equal to an amount calculated in the manner described in the preceding sentence pro-rated for the number of complete ~~calendar~~ months elapsed during the shortened performance period.
Death or ~~Disability~~Disability.. For all performance unit grants made in calendar years prior to the year death or disability occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. For a performance unit grant made in the calendar year in which death or disability occurs, a participant will be paid a pro-rata amount of the award he or she would otherwise be entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment ~~during the performance period~~ in the calendar year such event occurs.
~~Retirement~~Retirement.. In the event of retirement of a participant who has been continuously employed with us for at least 10ten years and is age 55 or older or is age 65 or older, regardless of service (a retirement-eligible participant), for performance unit grants made in calendar years prior to the year in which retirement occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. If a retirement-eligible participant receives a performance unit grant in the calendar year such retirement occurs, the participant will be paid a pro-rata amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment during the ~~performance period in the~~ calendar year such retirement occurs. Mr. ~~Sharer~~Balachandran and ~~Dr. Perlmutter~~Mr. Kelly would have received ~~these benefits~~this benefit had they retired on December 31, ~~2011; none of the~~2014. No other NEOs would have received this benefit ~~if they had retired on December 31, 2011~~ because they did not meet the ~~above-noted~~above-mentioned retirement requirements.
~~Messrs. Peacock’s and Hooper’s~~Mr. Meline’s Offer ~~Letters~~Letter
We entered into an offer ~~letters~~letter with ~~Messrs. Peacock and Hooper~~Mr. Meline in connection with ~~their~~his initial hiring ~~in September 2010 and October 2011, respectively,~~as Chief Financial Officer effective July 21, 2014, which ~~provide~~provides our limited severance benefits in the event of ~~terminations~~termination of employment by us, other than for cause. ~~Each~~Specifically, the offer letter provides for severance protection for three years following the hire date ~~at a benefit multiple~~equal to one year of ~~two times~~base salary and target bonus, as defined, plus up to 1812 months of COBRA medical and dental coverage paid by us. Benefits of this type are sometimes provided to officer-level candidates in order to provide an incentive to them to join the Company by reducing the risk of making such a job change. These severance benefits will expire on ~~September 1, 2013 for Mr. Peacock and on October 27, 2014 for Mr. Hooper,~~July 21, 2017, the third anniversary of the commencement of ~~Messrs. Peacock’s and Hooper’s~~his employment with the ~~Company, respectively.~~Company.
80    ï 2015 Proxy Statement
EXECUTIVE COMPENSATION TABLES
For purposes of the offer letters, “cause” is defined as: (i) unfitness for service, inattention to or neglect of duties, or incompetence; (ii) dishonesty; (iii) disregard or violation of the policies or procedures of the Company; (iv) refusal or failure to follow lawful directions of the Company; (v) illegal, unethical or immoral conduct; or (vi) breach of our Proprietary Information and Inventions Agreement.
Mr. Balachandran’s 2011 Special Retention Award
We entered into an arrangement with Mr. Balachandran in March 2011 which provided for specified annual cash installment payments commencing in March 2012 in order to promote his continued employment with us. Payments made under this arrangement are subject to Mr. Balachandran’s continued employment until each installment date, except in the event of his death, disability or involuntary termination of employment not for “Cause.” For purposes of this arrangement, “cause” is defined in the same manner as it is in Mr. Meline’s offer letter described above. Pursuant to this arrangement Mr. Balachandran received a cash payment of $330,000 on each of March 2, 2012 and 2013, and a cash payment of $170,000 on each of March 2, 2014 and 2015, for a total of $1,000,000.
Mr. Peacock’s Severance Arrangement
Mr. Peacock resigned as our Chief Financial Officer effective January 10, 2014, at which time he continued to be employed in a non-executive officer capacity to assist in the transition of Michael A. Kelly, our Acting Chief Financial Officer, which transition period ended in May 2014. Upon his termination from the Company, Mr. Peacock received the following severance benefits: (1) lump sum payment of $2,600,000 that is approximately equal to 1.5 times base pay salary plus target annual cash incentive award opportunity; (2) reimbursement of $36,104 for COBRA medical coverage for up to 18 months; (3) senior executive career transition services for up to 12 months at a cost of $15,000; (4) a payment of $4,605,289 that is approximately equal to the pro-rata value of the last unvested tranche of his new hire equity awards (stock options and RSUs) that would have vested in October 2014, based on the total period of time that he was employed over the total vesting period of such tranche (48 months) calculated on the date of his termination of employment with the Company, and using a stock price equal to $113 per share and (5) a payment of $10,800 representing authorized time that he spent following the
termination of his employment in further transitioning his responsibilities and with matters that arose during his tenure with the Company at an hourly rate of $1,200. In determining these benefits, the Compensation Committee considered that, until September 2013, Mr. Peacock was eligible for severance protection at a higher benefit multiple of two times annual base salary and target annual cash incentive award opportunity plus up to 18 months of COBRA protection, that the pro-rata value of the last unvested tranche of his new hire equity awards was made, in part, to compensate Mr. Peacock for value that he left behind at his former employer and that Mr. Peacock served (including by providing important transition services) nearly the full vesting period. The agreement between the Company and Mr. Peacock includes a general release of all claims by Mr. Peacock and provides that Mr. Peacock forfeit and repay substantial benefits of this agreement if Mr. Peacock materially breaches any covenants or conditions in the agreement or the previously signed Proprietary Information and Inventions Agreement, ~~or (vii) any other reason set forth in California Labor Code Section 2924, in all cases, as determined by us.~~including if Mr. Peacock fails to fulfill his post-termination obligations to cooperate, to maintain the confidentiality of our information and not to disparage the Company.
Estimated Potential Payments
The tables below set forth the estimated current value of payments and ~~benefits~~benefits: (i) to each of our NEOs (other than Mr. Peacock who was not employed by us on December 31, 2014), upon a change of control, upon a qualifying termination within two years following a change of control, ~~retirement, the~~or upon death or disability, ~~of our NEOs, and with respect~~(ii) to Messrs. ~~Peacock~~Meline and ~~Hooper,~~Balachandran, upon termination without ~~cause. The~~cause and (iii) to Messrs. Balachandran and Kelly, upon their retirement (Messrs. Balachandran and Kelly are the only retirement-eligible NEOs). All other amounts shown in the tables below assume that the triggering events occurred on December 31, ~~2011~~2014 and do not include: (i) the ~~2009-2011~~2012-2014 performance unit awards and the 2014 EIP ~~and GMIP~~ payouts, which were earned as of December 31, ~~2011;~~2014; (ii) other benefits earned during the term of our NEO’s employment that are available to all salaried staff members, such as accrued vacation; (iii) benefits paid by insurance providers under life and disability policies and (iv) benefits previously accrued and vested under the ~~Executive Nonqualified Retirement Plan, the~~ SRP and the NDCP. For information on the accrued amounts payable under these plans, see the “Nonqualified Deferred Compensation” table above. The actual amounts of payments and benefits that would be
ï 2015 Proxy Statement81
EXECUTIVE COMPENSATION TABLES
provided can only be determined at the time of a change of control and/or the NEO’s separation from the Company.
~~The~~ In accordance with SEC rules, the value of accelerated equity awards (and the value of equity awards that would continue to vest after ~~Mr. Sharer and Dr. Perlmutter retire)~~retirement) shown in the tables below was calculated using the closing price of our Common Stock on December 31, ~~2011 ($64.21) in accordance with SEC rules.~~2014 $159.29. The value of accelerated stock options is the aggregate spread between ~~$64.21~~the applicable
closing price and the exercise ~~prices~~price of the stock options, ~~if less than $64.21,~~ while ~~$64.21 is~~ the value per unit of accelerated RSUs and performance units, including the ~~2011-2013~~related accrued dividend equivalents (rounded down to the nearest whole number of units), equals the applicable closing price multiplied by the number of units and ~~2010-2012 performance unit grants~~dividend equivalents vested or earned, as ~~well~~applicable, as ~~Mr. Hooper’s performance unit grants.~~a result of such event.
Estimated Payments to ~~Mr. Sharer~~Robert A. Bradway

   Triggering Event
Estimated Potential Payment or Benefit
   Change of
Control($)    Change of
Control and
Termination($)    Retirement($)    Death or
Disability($)
Lump sum cash severance payment
   0           8,995,000(1)       0           0
Intrinsic value of accelerated unvested stock options
   4,556,378           6,555,578           6,555,578           6,555,578
Intrinsic value of accelerated unvested RSUs
   3,972,994           7,825,594           7,825,594           7,825,594
Value of 2011-2013 performance units
   6,218,096(2)       6,218,096(2)       6,264,328(3)       6,264,328(3)
Value of 2010-2012 performance units
   6,298,873(2)       6,298,873(2)       6,298,873(3)       6,298,873(3)
Continuing health benefits for 18 months(4)
   0           11,492           0           0
Retirement plan contributions for two years(5)
   0           904,500           0           0








Total
   21,046,341           36,809,133           26,944,373           26,944,373
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Death or
Disability($)
Lump sum cash severance payment
0    6,900,000    0
Intrinsic value of accelerated unvested options
0    2,613,954    2,613,954
Intrinsic value of accelerated unvested RSUs
0    9,028,239    9,028,239
Value of 2014-2016 performance units
14,048,263 ⁽¹⁾ 14,048,263 ⁽¹⁾ 14,048,263 ⁽²⁾
Value of 2013-2015 performance units
17,667,650 ⁽¹⁾ 17,667,650 ⁽¹⁾ 17,667,650 ⁽²⁾
Continuing health care benefits for 18 months⁽³⁾
0    36,532    0
Continuing retirement plan contributions for two years⁽⁴⁾
0    695,000    0
    Total
31,715,913    50,989,638    43,358,106
Estimated Payments to ~~Mr. Bradway~~Anthony C. Hooper

   Triggering Event
Estimated Potential Payment or Benefit
   Change of
Control($)    Change of
Control and
Termination($)    Retirement($)    Death or
Disability($)
Lump sum cash severance payment
   0           4,112,000(1)                   0           0
Intrinsic value of accelerated unvested stock options
   1,592,565           2,292,285           0           2,292,285
Intrinsic value of accelerated unvested RSUs
   1,444,725           2,793,135           0           2,793,135
Value of 2011-2013 performance units
   2,176,334(2)       2,176,334(2)       0           2,192,515(3)
Value of 2010-2012 performance units
   1,661,241(2)       1,661,241(2)       0           1,661,241(3)
Continuing health benefits for 18 months(4)
   0           35,514           0           0
Retirement plan contributions for two years(5)
   0           416,200           0           0








Total
   6,874,865           13,486,709           0           8,939,176
~~Estimated Payments to Dr. Perlmutter~~~~(7)~~
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Death or
Disability($)
Lump sum cash severance payment
0    3,806,840    0
Intrinsic value of accelerated unvested options
n/a    n/a    n/a
Intrinsic value of accelerated unvested RSUs
0    4,176,902    4,176,902
Value of 2014-2016 performance units
4,682,648 ⁽¹⁾ 4,682,648 ⁽¹⁾ 4,682,648 ⁽²⁾
Value of 2013-2015 performance units
7,066,901 ⁽¹⁾ 7,066,901 ⁽¹⁾ 7,066,901 ⁽²⁾
Continuing health care benefits for 18 months⁽³⁾
0    24,756    0
Continuing retirement plan contributions for two years⁽⁴⁾
0    385,684    0
    Total
11,749,549    20,143,731    15,926,451

82    ï 2015 Proxy Statement
~~Estimated Potential Payment or Benefit~~
~~Retirement~~~~($)~~ EXECUTIVE COMPENSATION TABLES
~~Intrinsic value of unvested stock options~~
~~1,930,950~~
~~Intrinsic value of unvested RSUs~~
~~2,170,298~~
~~Value of 2011-2013 performance units~~
~~1,644,354~~
~~Value of 2010-2012 performance units~~
~~1,661,241~~
~~Total~~
~~7,406,843~~
Estimated Payments to ~~Mr. Peacock~~David W. Meline

   Triggering Event
Estimated Potential Payment or Benefit
   Change of
Control($)    Change of
Control and
Termination($)    Termination
Without
Cause($)(8)    Retirement($)    Death or
Disability($)
Lump sum cash severance payment
   0           2,101,676(6)       3,024,000                    0            0
Intrinsic value of accelerated unvested stock options
   910,875           1,435,665           0       0            1,435,665
Intrinsic value of accelerated unvested RSUs
   4,815,750           5,830,268           0       0            5,830,268
Value of 2011-2013 performance units
   1,632,218(2)       1,632,218(2)       0       0            1,644,354(3)
Value of 2010-2012 performance units
   0           0           0       0            0
Continuing health benefits for 18 months(4)
   0           35,514           35,514       0            0
Retirement plan contributions for two years(5)
   0           307,400           0       0            0
Acceleration of unvested balance of SRP
   0           84,960           0       0            84,960










Total
   7,358,843           11,427,701           3,059,514       0            8,995,247
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Termination
Without
Cause($)⁽⁵⁾ Death or
Disability($)
Lump sum cash severance payment
0    3,420,061    1,710,030    0
Intrinsic value of accelerated unvested options
n/a    n/a    n/a    n/a
Intrinsic value of accelerated unvested RSUs
0    8,696,597    0    3,623,517 ⁽⁸⁾
Value of 2014-2016 performance units
n/a    n/a    n/a    n/a
Value of 2013-2015 performance units
n/a    n/a    n/a    n/a
Continuing health care benefits for applicable period⁽³⁾
0    36,532    23,707    0
Continuing retirement plan contributions⁽⁴⁾
0    347,006    0    0
Acceleration of unvested balance of DCP account
1,630,913    1,630,913    0    0
    Total
1,630,913    14,131,109    1,733,737    3,623,517
Estimated Payments to ~~Mr. Hooper~~Sean E. Harper
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Death or
Disability($)
Lump sum cash severance payment
0    3,406,700    0
Intrinsic value of accelerated unvested options
0    746,844    746,844
Intrinsic value of accelerated unvested RSUs
0    3,348,754    3,348,754
Value of 2014-2016 performance units
4,682,648 ⁽¹⁾ 4,682,648 ⁽¹⁾ 4,682,648 ⁽²⁾
Value of 2013-2015 performance units
7,066,901 ⁽¹⁾ 7,066,901 ⁽¹⁾ 7,066,901 ⁽²⁾
Continuing health care benefits for 18 months⁽³⁾
0    36,532    0
Continuing retirement plan contributions for two years⁽⁴⁾
0    345,670    0
    Total
11,749,549    19,634,049    15,845,147
ï 2015 Proxy Statement83
EXECUTIVE COMPENSATION TABLES

   Triggering Event
Estimated Potential Payment or Benefit
   Change of
Control($)    Change of
Control and
Termination($)    Termination
Without
Cause($)(8)    Retirement($)    Death or
Disability($)
Lump sum cash severance payment
               0           3,420,000(1)       3,420,000                    0            0
Intrinsic value of accelerated unvested stock options
   0           0           0       0            0
Intrinsic value of accelerated unvested RSUs
   0           2,904,732           0       0            484,079(9)
Value of 2011-2014 performance units
   0(2)       0(2)       0       0            385,581(3)
Value of 2011-2013 performance units
   0(2)       0(2)       0       0            385,581(3)
Value of 2011-2012 performance units
   0(2)       0(2)       0       0            385,581(3)
Continuing health benefits for 18 months(4)
   0           24,075           24,075       0            0
Retirement plan contributions for two years(5)
   0           347,000           0       0            0










Total
   0           6,695,807           3,444,075       0            1,640,822
Estimated Payments to Madhavan Balachandran
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Termination
Without
Cause($) Retirement($) Death or
Disability($)
Lump sum cash severance payment
0    2,926,000    0    0    0
Intrinsic value of accelerated unvested options
0    560,133    0    560,133    560,133
Intrinsic value of accelerated unvested RSUs
0    5,496,301    0    2,524,109 ⁽⁷⁾ 5,496,301
Value of 2014-2016 performance units
4,370,599 ⁽¹⁾ 4,370,599 ⁽¹⁾ 0    4,370,599 ⁽²⁾ 4,370,599 ⁽²⁾
Value of 2013-2015 performance units
7,066,901 ⁽¹⁾ 7,066,901 ⁽¹⁾ 0    7,066,901 ⁽²⁾ 7,066,901 ⁽²⁾
Continuing health care benefits for 18 months⁽³⁾
0    36,532    0    0    0
Continuing retirement plan contributions for two years⁽⁴⁾
0    297,600    0    0    0
Special retention award⁽⁶⁾
0    170,000    170,000    0    170,000
    Total
11,437,500    20,924,066    170,000    14,521,742    17,663,934
Estimated Payments to Michael A. Kelly
Triggering Event
Estimated Potential Payment or Benefit Change in
Control($) Change in
Control and
Termination($) Retirement($) Death or
Disability($)
Lump sum cash severance payment
0    1,580,368    0    0
Intrinsic value of accelerated unvested options
0    185,874    185,874    185,874
Intrinsic value of accelerated unvested RSUs
0    1,423,256    444,897 ⁽⁷⁾ 1,423,256
Value of 2014-2016 performance units
615,178 ⁽¹⁾ 615,178 ⁽¹⁾ 615,178 ⁽²⁾ 615,178 ⁽²⁾
Value of 2013-2015 performance units
769,052 ⁽¹⁾ 769,052 ⁽¹⁾ 769,052 ⁽²⁾ 769,052 ⁽²⁾
Continuing health care benefits for 18 months⁽³⁾
0    36,532    0    0
Continuing retirement plan contributions for two years⁽⁴⁾
0    163,037    0    0
    Total
1,384,230    4,773,297    2,015,001    2,993,360
84    ï 2015 Proxy Statement
EXECUTIVE COMPENSATION TABLES

⁽¹⁾
~~These amounts represent the cash severance payments pursuant to our Change of Control Severance Plan described above.~~
~~(2)~~
In the event of a change of control occurring after the first six months of the ~~2011-2013~~2014-2016 performance period, the number of performance units that would have been earned is the sum of the number of performance units granted and related dividend equivalents accrued through December 31, 2014 multiplied by a payout percentage of ~~80.7%~~150%, which ~~equals 100% plus two times~~is the ~~TSR percentage~~
~~difference. The~~relative TSR percentage ~~difference, which is a negative amount, equals~~multiplier based on our TSR ~~over the shortened performance period ended September 30, 2011 less the average of~~percentile rank relative to the TSRs of the ~~peer group~~ companies in the Reference Group for the ~~same period.~~ period from the January 31, 2014 grant date through December 30, 2014, the last business day before the change in control.
In the event of a change of control during the second year of the 2013-2015 performance period, the number of performance units that would have been earned is the sum of the number of performance units granted and related dividend equivalents accrued through December 31, 2014 multiplied by the maximum payout percentage of 150% which is the relative TSR percentage multiplier based on our TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the January 28, 2013 grant date through December 30, 2014, the last business day before the change in control.
Our ~~TSR~~TSRs for purposes of determining the ~~TSR percentage difference~~payout percentages of these awards would be based on the higher ofof: (i) the average closing price of our Common Stock for ~~a 60 day averaging~~the last 20 trading days of the shortened performance period ~~that~~ ended on ~~September~~December 30, ~~2011 or~~2014, and (ii) the value of consideration the acquirer paid for a share of our Common Stock in the change of control. For purposes of the payout values shown in the ~~table,~~tables, the ~~TSR~~TSRs for our Common Stock ~~was~~were based on the ~~60 day~~respective actual TSRs over the respective averaging ~~period.~~periods. The resulting number of units that would have been earned was multiplied by ~~$64.21,~~$159.29, the closing price of our Common Stock on December 31, ~~2011.~~2014.
In the event of a change of control during the second year of the 2010-2012 performance period, the number of performance units that would have been earned is the number of performance units granted multiplied by: (i) 107.8% which is the sum of the revenue and EPS performance percentages based on the actual results achieved with regard to the 2010 financial performance measures (see footnote 7 to the “Outstanding Equity Awards at Fiscal Year End” table) and (ii) a relative TSR multiplier of 100% for the shortened performance period ended on September 30, 2011. Our TSR for purposes of determining the relative TSR multiplier would be based on the higher of the average closing price of our Common Stock for a 20 day averaging period that ended immediately preceding September 30, 2011 or the value of consideration the acquirer paid for a share of our Common Stock in the change of control. For purposes of the payout values shown in the table, the TSR for our Common Stock was based on the 20 day averaging period. The resulting number of units that would have been earned was multiplied by $64.21, the closing price of our Common Stock on December 31, 2011.
In the event of a change of control with respect to Mr. Hooper’s performance unit awards on December 31, 2011, he would not receive a payout because the performance period with respect to his awards did not commence prior to September 30, 2011, the date at which the performance periods end for purposes of calculating a payout.
~~For information on the actual number of units to be earned for these performance unit grants, see “~~~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—~~Long-Term Incentive Equity Awards~~~~” in our Compensation Discussion and Analysis, and “Summary Compensation Table—~~~~Narrative Description to the Compensation Tables—Performance Units~~~~” above.~~

~~(3)~~
For information on the actual number of units to be earned for these performance unit grants, see “Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis, and “Summary Compensation Table—Narrative Description to the Compensation Tables—Performance Units” above.
⁽²⁾
In the event death or disability occurs, the participant is entitled to the number of performance units that would have been earned by the NEO if he had remained employed for the entire performance period. The number of performance units ~~estimated to be~~that would have been earned and the resulting payouts are calculated in the same manner and using the same assumptions as the values shown for these awards in the “Outstanding Equity Awards At Fiscal Year End” table (see footnotes 4, 5 ~~6, 7~~ and 96 to that table)~~, except that for Mr. Hooper, the value~~ and discussed above in ~~the table above reflects a pro-rata reduction based on the complete months of service provided by Mr. Hooper in 2011 (rounded~~footnote 1 to ~~two decimal places) since death or disability is assumed to have occurred in the year these awards were granted.~~this table. In the event of actual death or disability, payout of shares in satisfaction of amounts earned for grants for the ~~2011-2013~~2014-2016 and ~~2010-2012~~2013-2015 performance periods ~~and the grants of performance units to Mr. Hooper~~ would not occur until after the end of the performance periods. For more information, see “~~ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS~~—“Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis, and “Summary Compensation Table—Narrative Description to the Compensation Tables—Performance Units” above.
As Mr. Sharer was retirement-eligible as of December 31, 2011, the retirement payout amounts for the performance units for the 2011-2013 and 2010-2012 performance periods were calculated in the same manner as the respective death and disability payout amounts.

~~(4)~~
As Messrs. Balachandran and Kelly were retirement-eligible as of December 31, 2014, the retirement payout amounts for the performance units for the 2014-2016 and 2013-2015 performance periods were calculated in the same manner as the respective death and disability payout amounts.
⁽³⁾
Reflects the estimated cost of medical and dental insurance coverage based on rates charged to our staff members for post-employment coverage provided in accordance with COBRA for the first 18 months following termination (for the first 12 months following termination without cause with respect to Mr. Meline), adjusted for the last six months of this period by ~~a 10%~~an 8.5% inflation factor for medical coverage and a 6%5% inflation factor for dental coverage.
~~(5)~~⁽⁴⁾
Reflects the value of retirement plan contributions for two years calculated as two times the sum of: (i) $2,500 and (ii) the product of: (a) 10% and (b) the sum of the NEO’s annual base salary as of December 31, ~~2011~~2014 and the NEO’s targeted annual ~~bonus~~cash incentive award for ~~2011~~2014 (which equals the NEO’s annual base salary as of December 31, ~~2011~~2014 multiplied by the NEO’s target annual ~~bonus~~cash incentive award percentage).

~~(6)~~
Reflects the cash severance payment pursuant to our Change of Control Severance Plan described above. Mr. Peacock’s cash severance payment was reduced by $922,324 from the amount otherwise due to him to avoid excise tax he would be liable for if all benefits pursuant to the Change of Control Severance Plan were paid to Mr. Peacock. For purposes of determining whether this cash severance payment reduction should be made, we applied the highest applicable federal and state income tax rates to the benefits subject to income taxes that would be payable to Mr. Peacock pursuant to the Change of Control Severance Plan in the table above.
~~(7)~~
Dr. Perlmutter terminated his employment and retired from the Company on February 12, 2012. Since Dr. Perlmutter became retirement-eligible prior to this date, his unvested stock options, RSUs and performance units will continue to vest on their original schedules subsequent to his termination date. For presentation purposes in the table above, these awards are valued as if they were fully vested on December 31, 2011. The value for stock options is the aggregate spread between the closing price of our stock on December 31, 2011 ($64.21) and the exercise prices of the unvested stock options outstanding as of that date, if less than $64.21, and the value of RSUs is $64.21 multiplied by the number of RSUs outstanding on December 31, 2011. The values of performance units for the 2011-2013 and 2010-2012 performance periods were calculated in the same manner and using the same assumptions as the values shown for these awards in the “Outstanding Equity Awards At Fiscal Year End” table (see footnotes 5, 6 and 7 to that table). The payout of shares in satisfaction of amounts earned for grants for the 2011-2013 and 2010-2012 performance periods will not occur until after the end of the performance periods. For information on the actual number of performance units to be earned for these performance periods, see above under “Summary Compensation Table~~—Narrative Description to the Compensation Tables—Performance Units~~.”
In addition, Dr. Perlmutter will receive a distribution of his account in the Executive Nonqualified Retirement Plan, which had a balance of $12,759,768 as of February 12, 2012. His account under this plan will continue to accrue interest at a rate of 125% of the 10-year moving average of 10-year U.S. Treasury Notes adjusted and compounded annually until it is distributed to him in a lump sum in January 2013. He will also continue to accrue earnings and losses and receive distributions of his account in the SRP, which had a balance of $2,234,517 as of February 12, 2012, as provided under the terms of this plan. For information on the Executive Nonqualified Retirement Plan and the SRP, see “Nonqualified Deferred Compensation” above.
~~(8)~~⁽⁵⁾
Reflects amounts that would be paid to ~~Messrs. Peacock and Hooper~~Mr. Meline pursuant to ~~their respective~~his offer ~~letters~~letter in the event ~~Messrs. Peacock or Hooper~~Mr. Meline was terminated without “cause,” including ~~two years~~one year of annual salary and annual target incentive bonus, as defined, and the cost of providing continuing medical and dental insurance coverage for 1812 months in accordance with COBRA calculated in the same manner as described in footnote 43 above. The terms of ~~Messrs. Peacock’s and Hooper’s~~Mr. Meline’s offer ~~letters~~letter relating to these benefits expire at the end of the third year of ~~their employment.~~his employment on July 21, 2017.

~~(9)~~⁽⁶⁾
Reflects cash installment payment made to Mr. Balachandran in March 2015 pursuant to a retention bonus arrangement entered into in March 2011 to promote his continued employment with us. The payment would have been accelerated in the event of involuntary termination not for “Cause,” death and disability.
⁽⁷⁾
Excludes the value of unvested RSUs (including related accrued dividend equivalents rounded down to the nearest whole number of units) totaling 18,659 granted to Mr. Balachandran on July 31, 2012 and totaling 6,142 granted to Mr. Kelly on January 31 and October 30, 2014 that did not benefit from continued vesting upon retirement provisions.
⁽⁸⁾
Reflects a pro-rata reduction of the RSUs (including related accrued dividend equivalents rounded down to the nearest whole number of units) granted to Mr. ~~Hooper~~Meline in connection with the commencement of his employment based on the number of complete ~~calendar~~ months of service provided by Mr. ~~Hooper~~Meline in ~~2011~~2014 since death orand disability is assumed to have occurred in the year ~~these~~the awards were granted.
ï 2015 Proxy Statement85
DIRECTOR COMPENSATION
~~DIRECTOR COMPENSATION~~Director Compensation
The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract the best talent to our Board of Directors, or Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock
ownership guidelines to align the directors’ interests with all of our stockholders’ interests and to motivate our directors to focus on our long-term growth and success. Directors who are our ~~staff members~~employees are not paid any fees for serving on our Board or for attending Board meetings.
2014 Director Compensation
Cash ~~Compensation.~~Compensation. Each non-employee director receives an annual cash retainer of ~~$55,000.~~$100,000. In addition, chairs of our Board committees receive additional annual retainers as follows: (i) Audit Committee, $20,000; (ii) Compensation and Management Development Committee, ~~$10,000;~~$20,000; (iii) Corporate Responsibility and Compliance Committee, ~~$6,000~~$20,000 and (iv) Governance and Nominating Committee, ~~$6,000.~~$20,000. The lead independent director receives an additional $35,000 annual retainer. Directors are not additionally compensated for Board meeting attendance. Directors are compensated ~~$3,000 for each Board meeting they attend ($1,500 for telephonic attendance) and $1,500~~$2,000 for each committee meeting they attend ($~~750~~1,000 for telephonic attendance). Directors are also compensated for attending meetings of committees of which they are not members or special meetings if they are invited to ~~do so~~attend by the Chairman of the Board or the committee chair. Directors are entitled to reimbursement of their expenses, in accordance with our policy, incurred in connection with attendance at Board and committee meetings and conferences with our senior management. We ~~also~~ make tax gross-up payments to our directors to reimburse them for additional income taxes imposed when we are required to impute income on perquisites that we ~~provided~~provide.
Equity ~~Incentives.~~Incentives. Under the provisions of our revised Director Equity Incentive Program, each non-employee director receives an automatic annual grant of ~~restricted stock units, or~~ RSUs on the third business day after the release of our first fiscal quarter earnings, with a grant date fair market value of ~~$100,000,~~$200,000, based on the closing price of our Common Stock on the date of grant (rounded down to the nearest whole number). ~~Each non-employee~~The RSUs vest immediately and earn dividend equivalents, including if the director ~~also receives an automatic annual grant of stock options on the same day the RSUs are granted~~chooses to ~~purchase 5,000 shares of our Common Stock. The exercise price~~defer receipt of the ~~stock options is 100%~~award. Vested RSUs may be deferred by the director. Directors that elect to defer receipt of the closing price of our Common Stock on the grant date, and the stock options expire seven years after the grant date for those issued from March 15, 2004 through April 29, 2009 and ten years after the grant date for those issued prior to March 15, 2004 and those issued on and after May 6, 2009.shares accrue
The stock options and RSUs vest (i) on the date of grant if the non-employee director has had three years of prior continuous service as a non-employee director of the Company or (ii) on the first anniversary of the date of grant if the non-employee director has had less than three years of prior continuous service as a non-employee director of the Company. Upon the death or disability (as defined in the stock plans) of a non-employee director, the vesting of unvested stock options is accelerated by one year for each full year of service as a non-employee director and the vesting of RSUs is accelerated by one month for each full month of service as a non-employee director. In March 2012, our Board approved an amendment to the Director Equity Incentive Program to grant dividend equivalents on the vested RSUs during the deferral period. Stock options were eliminated from the annual equity grants ~~of RSUs~~ to non-employee directors ~~to the extent such RSUs vest,~~ commencing ~~with the 2012 annual grant of RSUs.~~in 2013.
Deferred Compensation and Other ~~Benefits.~~Benefits. Non-employee directors are eligible to participate in the Nonqualified Deferred Compensation Plan, or NDCP, that we maintain for our staff members (see “Nonqualified Deferred Compensation” in our Executive Compensation Tables above for more information). Earnings under this plan are market-based—there ~~are~~is no “above market” or guaranteed rates of returns.
Through The Amgen Foundation, Inc., the Company maintains a charitable contributions matching gift program for all eligible staff members and non-employee ~~directors a charitable contributions matching gift program.~~directors. Our directors participate in the program on the same terms as our staff members. The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, qualifying donations made by directors and staff members to eligible organizations, up to $20,000 per person, per year.
Guests of our Board members are occasionally invited to Board events, and we may pay or reimburse travel expenses and may provide transportation on our aircraft for both the director and his or her guest.
Director Stock Ownership ~~Guidelines.~~Guidelines~~Under the Board’s stock ownership guidelines that were originally adopted in December 2002 and amended in October 2009, all~~. All non-employee directors are expected to hold ~~8,000 shares~~the equivalent of five times the Board annual cash retainer (currently $500,000) in our Common Stock while serving as a non-employee director.
All non-employee directors are expected to comply with the stock ownership guidelines on or before December 31^st of the calendar year in which the fifth anniversary of their date of election by stockholders or the Board falls. For purposes of the Board stock ownership guidelines, issued and outstanding shares of our Common Stock held beneficially or
86    ï 2015 Proxy Statement
DIRECTOR COMPENSATION
of record by the non-employee director, issued and outstanding shares of our Common Stock held in a qualifying trust (as defined in the guidelines) and vested RSUs that are deferred will count towards satisfying the stock ownership guidelines.
Board members are subject to our insider trading policy that prohibits them from engaging in short sales with respect to
the Company’s securities, purchasing or pledging the Company’s stock on margin (with the exception of the use of a margin account to purchase the Company’s Common Stock in connection with the exercise of Company granted stock options) or entering into any hedging, derivative or similar transactions with respect to the Company’s securities.
Director Stock Ownership Guidelines Compliance Dates
All directors with compliance dates that were on or prior to December 31, 2014 met the stock ownership guidelines as ~~applicable, as~~ of December 31, ~~2011. Compliance dates for directors elected to the Board more than five years ago have passed.~~2014. Directors elected to the Board within the last five years have the following compliance dates:

Director Compliance Date
Robert A. Eckert
December 31, 2018
Greg C. Garland
December 31, 2019
Rebecca M. Henderson
December 31, 2015
Tyler Jacks
December 31, 2017
Ronald D. Sugar
December 31, 2016
R. Sanders Williams
December 31, 2020
ï 2015 Proxy Statement87
~~Director~~
~~Compliance Date~~ DIRECTOR COMPENSATION
~~François de Carbonnel~~
~~December 31, 2014~~
~~Vance D. Coffman~~
~~December 31, 2013~~
~~Rebecca M. Henderson~~
~~December 31, 2015~~
~~Ronald D. Sugar~~
~~December 31, 2016~~
Director Compensation Table
The following table shows compensation of the non-employee members of our Board for ~~2011. Mr. Sharer,~~2014. Robert A. Bradway, our Chairman of the Board, ~~and~~ Chief Executive Officer and ~~Mr. Bradway, our~~ President ~~and Chief Operating Officer, are~~is not included in ~~this~~the table as ~~they are employees~~he is an employee and thus ~~receive~~receives no compensation for ~~their~~his service as ~~directors.~~a director.

Director
   Fees Earned
or Paid in
Cash($)(2)    Stock
Awards($)(4)(6)    Option
Awards($)(5)(6)    All Other
Compensation($)(7)    Total($)
David Baltimore
   89,500           99,973       69,448       28,793       287,714
Frank J. Biondi, Jr.
   102,000           99,973       69,448       26,722       298,143
François de Carbonnel
   89,500           97,981       69,448       11,113       268,042
Jerry D. Choate(1)
   42,500           99,973       69,448       20,000       231,921
Vance D. Coffman
   91,750           99,973       69,448       31,412       292,583
Frederick W. Gluck(1)
   40,750           99,973       69,448       20,016       230,187
Rebecca M. Henderson
   82,750           97,981       69,448       21,038       271,217
Frank C. Herringer
   96,750(3)       99,973       69,448       26,528       292,699
Gilbert S. Omenn
   91,000           99,973       69,448       23,715       284,136
Judith C. Pelham
   88,000           99,973       69,448       21,204       278,625
J. Paul Reason
   88,000           99,973       69,448       5,341       262,762
Leonard D. Schaeffer
   89,500           99,973       69,448       21,672       280,593
Ronald D. Sugar
   86,500           97,981       69,448       22,511       276,440
Non-Employee Director Fees Earned
or Paid in
Cash($)⁽³⁾ Stock
Awards($)⁽⁴⁾⁽⁵⁾ All Other
Compensation($)⁽⁶⁾ Total($)
David Baltimore
121,000    199,981    21,009    341,990
Frank J. Biondi, Jr.
145,000    199,981    42,821    387,802
François de Carbonnel
121,000    199,981    19,038    340,019
Vance D. Coffman
177,000    199,981    35,627    412,608
Robert A. Eckert⁽¹⁾
124,000    199,981    20,705    344,686
Greg C. Garland
122,000    199,981    15,000    336,981
Rebecca M. Henderson
116,000    199,981    19,408    335,389
Frank C. Herringer⁽¹⁾
145,000    199,981    45,755    390,736
Tyler Jacks
118,000    199,981    20,000    337,981
Gilbert S. Omenn⁽²⁾
61,000    199,981    35,800    296,781
Judith C. Pelham
125,000    199,981    20,622    345,603
Ronald D. Sugar
138,000    199,981    20,240    358,221
R. Sanders Williams⁽²⁾
29,000    49,928    13,100    92,028
⁽¹⁾
All cash fees were deferred by Messrs. ~~Choate~~Eckert and ~~Gluck retired from~~Herringer under our NDCP.
⁽²⁾
Dr. Williams was appointed to our Board on October 17, 2014, and Dr. Omenn left our Board on May ~~20, 2011.~~15, 2014. Accordingly, fees earned by ~~Messrs. Choate~~Drs. Williams and ~~Gluck~~Omenn in ~~2011~~2014 consist of a pro-rata amount of the annual retainer fee (pro-rated on a quarterly basis) and fees for ~~Board and~~ committee meetings attended in ~~2011.~~2014.
~~(2)~~⁽³⁾
Reflects all fees paid to members of our Board for participation in regular, telephonic and special meetings of ~~the~~ Board committees and ~~its committees, retainer fees and fees paid for services provided to our management by certain members of the Board in connection with special meetings,~~annual retainers, as applicable.
~~(3)~~
~~All of these fees were deferred by Mr. Herringer under our NDCP.~~
⁽⁴⁾
Reflects the grant date fair ~~value~~values of ~~1,828~~RSUs granted during 2014 determined in accordance with ASC 718 consisting of 1,795 RSUs granted on April 25, ~~2011~~2014 to each director named above, ~~determined in accordance~~except for Dr. Williams who was not yet a member of our Board. Dr. Williams was granted 309 RSUs on October 30, 2014 based on a pro-rated value consistent with ~~ASC 718.~~the length of service on the Board during 2014. The grant date fair ~~value~~values of all these awards ~~except with respect to Mr. de Carbonnel and Drs. Henderson and Sugar, is~~are based on the closing ~~price~~prices of our Common Stock on the grant ~~date~~dates of ~~$54.69,~~$111.41 and $161.58 on April 25 and October 30, 2014, respectively, multiplied by the number of RSUs granted. ~~The grant date fair value per unit~~Directors that elect to defer receipt of ~~$53.60 for~~the shares accrue dividend equivalents on the vested RSUs during the deferral period.
88    ï 2015 Proxy Statement
DIRECTOR COMPENSATION
⁽⁵⁾
All of the RSUs granted to ~~Mr. de Carbonnel~~directors in 2014 were fully vested upon grant.
The table below shows the aggregate numbers of stock awards and ~~Drs. Henderson~~stock option awards outstanding for each non-employee director as of December 31, 2014. Stock awards consist of vested RSUs for which receipt of the underlying shares of our Common Stock has been deferred (vested/deferred RSUs) and ~~Sugar is based~~dividends on vested/deferred RSUs deemed automatically reinvested to acquire additional vested/deferred RSUs (rounded down to the ~~closing price~~nearest whole number of units). Directors may elect to defer issuance of shares until a later date, which would result in a deferral of taxable income to the director until the stock issuance date. Upon the passage of any applicable deferral period, the vested/deferred RSUs are paid in shares of our Common Stock on ~~the grant date reduced by an expected dividend yield~~a one-for-one basis. Option awards consist of ~~2% over the one year vesting period for these awards which was discounted at a risk-free rate of 0.2%.~~
~~(5)~~
~~Reflects the grant date fair value of~~fully exercisable stock options granted ~~during 2011 determined in accordance with ASC 718. On April 25, 2011, each director named above was granted stock options~~prior to purchase 5,000 shares of our Common Stock with a grant date fair value of approximately $13.89 per option. The grant date fair value of these stock option grants were calculated using a stock option valuation model with the following assumptions: risk-free interest rate of 3.2%; expected life of 8.1 years; expected volatility of 23%; expected dividend yield of 2% and exercise price of $54.69.2014.

~~(6)~~
All of the RSUs and stock options granted to directors in 2011 were fully vested upon grant, except the RSUs and stock options granted to Mr. de Carbonnel and Drs. Henderson and Sugar which are scheduled to vest on April 25, 2012, subject to continued service on the Board through that date.
The table below shows the aggregate numbers of stock awards and stock option awards outstanding for each non-employee director as of December 31, 2011. Stock awards consist of unvested RSUs, vested RSUs for which receipt of the underlying shares of our Common Stock has been deferred (vested/deferred RSUs) and dividends paid on vested/deferred RSUs reinvested to acquire additional vested/deferred RSUs (rounded down to the nearest whole number of units). Upon vesting and the passage of any applicable deferral period, the RSUs are paid in shares of our Common Stock on a one-for-one basis. Directors may elect to defer payment until a later date, which would result in a deferral of taxable income to the director. Option awards consist of exercisable and unexercisable stock options.
Non-Employee Director Aggregate Stock Awards
Outstanding as of December 31, 2014(#) Aggregate Option Awards
Outstanding as of December 31, 2014(#)

Restricted Stock Units and
Dividend Equivalents
Stock Options
David Baltimore
0    25,000
Frank J. Biondi, Jr.
15,318    15,000
François de Carbonnel
2,115    5,000
Vance D. Coffman
8,377    25,000
Robert A. Eckert
3,722    20,000
Greg C. Garland
0    0
Rebecca M. Henderson
7,469    8,000
Frank C. Herringer
16,742    25,000
Tyler Jacks
1,818    20,000
Gilbert S. Omenn
4,647    25,000
Judith C. Pelham
0    0
Ronald D. Sugar
7,109    30,000
R. Sanders Williams
0    0

Director
   Aggregate Stock Awards
Outstanding as of December 31, 2011(#)    Aggregate Option Awards
Outstanding as of December 31, 2011(#)


Restricted Stock Units and
Dividend Equivalent Units


   Stock Options
David Baltimore
   0                   51,000
Frank J. Biondi. Jr.
   9,585                   67,000
François de Carbonnel
   3,829                   35,000
Jerry D. Choate
   0                   67,000
Vance D. Coffman
   6,125                   40,000
Frederick W. Gluck
   0                   67,000
Rebecca M. Henderson
   3,555                   30,000
Frank C. Herringer
   10,933                   35,000
Gilbert S. Omenn
   4,398                   51,000
Judith C. Pelham
   0                   51,000
J. Paul Reason
   6,125                   35,000
Leonard D. Schaeffer
   3,007                   35,000
Ronald D. Sugar
   1,828                   25,000
ï 2015 Proxy Statement89
~~(7)~~
DIRECTOR COMPENSATION
⁽⁶⁾
The table below provides a summary of amounts paid by the Company for perquisites and other special ~~benefits.~~benefits.

   Personal Use of
Company Aircraft(b) Expenses in Connection
with Guests Accompanying
Directors on Business
Travel(c) Other(d)
Director
Matching of
Charitable
Contributions($)
(a) Aggregate
Incremental
Amounts($) Tax Gross-
Up($) Aggregate
Incremental
Amounts ($) Tax Gross-
Up($) Tax Gross-
Up($) Dividends
Paid on
Vested/
Deferred
RSUs($)(e) Total($)
David Baltimore
20,000    8,412    381    0    0    0    0    28,793
Frank J. Biondi, Jr.
20,000    745    1,674    0    0    0    4,303    26,722
François de Carbonnel
10,000    0    0    0    0    0    1,113    11,113
Jerry D. Choate
20,000    0    0    0    0    0    0    20,000
Vance D. Coffman
20,000    6,965    1,041    0    0    0    3,406    31,412
Frederick W. Gluck
20,000    0    0    0    0    16    0    20,016
Rebecca M. Henderson
20,000    72    5    0    0    0    961    21,038
Frank C. Herringer
20,000    0    1,476    0    0    0    5,052    26,528
Gilbert S. Omenn
20,000    0    179    771    320    0    2,445    23,715
Judith C. Pelham
20,000    0    1,204    0    0    0    0    21,204
J. Paul Reason
0    788    1,147    0    0    0    3,406    5,341
Leonard D. Schaeffer
20,000    0    0    0    0    0    1,672    21,672
Ronald D. Sugar
20,000    1,636    875    0    0    0    0    22,511
Matching of
Charitable
Contributions
($)^(a) Personal Use of
Company Aircraft^(b) Reimbursement of
Expenses in Connection
with Guests
Accompanying
Directors on Business
Travel^(c) Other^(d) Dividends
Accrued on
Vested/
Deferred
RSUs($)^(e)    Total($)
Non-Employee Director Aggregate
Incremental
Amounts($) Tax
Gross-
Up($) Aggregate
Incremental
Amounts ($) Tax
Gross-
Up($) Aggregate
Incremental
Amounts($) Tax
Gross-
Up($)
David Baltimore
20,000    0    0    690    319    0    0    0       21,009
Frank J. Biondi, Jr.
20,000    191    2,016    595    275    0    0    19,744       42,821
François de Carbonnel
10,000    2,408    1,265    0    0    181    78    5,106       19,038
Vance D. Coffman
20,000    0    0    0    0    0    0    15,627       35,627
Robert A. Eckert
20,000    0    705    0    0    0    0    0       20,705
Greg C. Garland
15,000    0    0    0    0    0    0    0       15,000
Rebecca M. Henderson
15,000    0    0    0    0    0    0    4,408       19,408
Frank C. Herringer
20,000    1,566    1,006    0    0    0    0    23,183       45,755
Tyler Jacks
20,000    0    0    0    0    0    0    0       20,000
Gilbert S. Omenn
20,000    569    1,393    1,232    509    621    257    11,219       35,800
Judith C. Pelham
20,000    0    622    0    0    0    0    0       20,622
Ronald D. Sugar
20,000    0    240    0    0    0    0    0       20,240
R. Sanders Williams
13,100    0    0    0    0    0    0    0       13,100
^(a)
These are charitable contributions of The Amgen Foundation, Inc. that matched the directors’ charitable contributions made in ~~2011.~~2014.
^(b)
Where we have ~~invited~~ guests to accompany directors on our aircraft or where the director, for non-business purposes, accompanies executives using our aircraft for business purposes, we typically incur no incremental cost for transporting ~~the guest,~~that person, but we are required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. The aggregate incremental cost of use of our aircraft is calculated based on our variable operating costs, which include the cost of crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip specific maintenance and other smaller variable costs. In determining the incremental cost relating to fuel and trip-related maintenance, we applied our actual average costs. We believe that the use of this methodology is a reasonably accurate method for calculating fuel and trip-related maintenance costs. Because our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, our aircraft purchase costs and the cost of maintenance not related to trips.
^(c)
These amounts reflect the incremental costs of personal expenses incurred while on business travel and related imputed income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. Where we have ~~invited~~ guests accompanying directors for business purposes, we may incur incremental costs for the guest and may be required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances.
^(d)
~~Mr. Gluck incurred personal~~Amounts reflect the cost of other expenses ~~while on business travel in 2010 for which we were required to impute~~and related imputed income to ~~him~~the director for his or her income tax purposes. ~~The amount reflects~~We reimburse the ~~tax gross-up payment we reimbursed Mr. Gluck in 2011~~director for the additional income taxes imposed on ~~him~~the director in ~~connection with~~ these ~~expenses.~~circumstances.
^(e)
Amounts reflect dividends ~~paid~~accrued on vested/deferred RSUs granted prior to 2011 as the impact of dividends was not considered in determining the grant date fair values of these awards for purposes of reporting compensation in the “Stock Awards” column in the “Director Compensation Table” in the Company’s proxy statements in prior years.
90    ï 2015 Proxy Statement
AUDIT MATTERS
~~AUDIT MATTERS~~Audit Matters
Audit Committee Report
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year ended December 31, ~~2011.~~2014.
The Audit Committee has also discussed with Ernst & Young LLP, or Ernst & Young, the matters required to be discussed by ~~Statement of Auditing Standards No. 61, Communication with Audit Committees, as amended, and as adopted by~~ the Public Company Accounting Oversight Board (PCAOB) ~~in Rule 3200T.~~Auditing Standard No. 16,Communications with Audit Committees.
The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by the
applicable requirements of the PCAOB regarding Ernst & Young’s communication with the Audit Committee concerning independence and has discussed with Ernst & Young their independence.
Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2014 for filing with the Securities and Exchange ~~Commission, or SEC.~~Commission.
Audit Committee of the Board of Directors
Frank J. Biondi, Jr., Chairman
David Baltimore
François de Carbonnel
~~Gilbert S. Omenn~~Robert A. Eckert
Greg C. Garland
Judith C. Pelham
ï 2015 Proxy Statement91
AUDIT MATTERS
Independent Registered Public Accountants
The following table presents fees for professional services provided or to be provided by Ernst & Young for audits of the years ended December 31, ~~2011~~2014 and December 31, ~~2010,~~2013, and fees for other services rendered by Ernst & Young during these periods.

   2011    2010 2014 2013
Audit
   $ 5,931,000       $ 5,285,000    $ 6,894,000    $ 6,425,000
Audit-Related
   529,000       368,000    385,000    371,000
Tax
   133,000       52,000    136,000    367,000
All Other Fees
   0       38,000    0    0




Total Fees
   $ 6,593,000       $ 5,743,000    $ 7,415,000    $ 7,163,000




Included in Audit fees above are professional services associated with the integrated audit of our consolidated financial statements and our internal control over financial reporting and the statutory audits of various subsidiaries of the Company. Audit-Related fees are primarily attributable to audits of our affiliated companies and our retirement ~~plans and amounts for certain agreed upon procedures with respect to partner billings for a co-promotion arrangement and third party royalties owed to us.~~plans. Tax fees are primarily attributable to various U.S. and ~~International~~international tax compliance and planning services. All Other Fees for 2010 relate to Ernst & Young’s assistance with our Enterprise Risk Management assessment and planning. Commencing in 2011, the Company excludes value added taxes, or VAT, from the fees for professional services provided by Ernst & Young reflected in the table above as these amounts are ultimately recovered by the Company from the taxing authorities. To conform to the current year presentation, the Audit and Total Fees line items included in the table above for 2010 have been reduced by $210,000 from the amount previously reported, as a result of the exclusion of VAT. Ernst & Young did not perform any professional services with respect to information systems design and implementation for the years ended December 31, 2011 and 2010. The Audit Committee has considered whether the Audit-Related and Tax services provided by Ernst & Young are compatible with maintaining that firm’s independence.
~~From and after the effective date of the SEC rule requiring Audit Committee pre-approval of all audit and permissible non-audit services provided by independent registered public accountants, the~~The Audit Committee has approved all audit and permissible non-audit services prior to such services being provided by Ernst & Young. The Audit Committee, or one or more of its designated members that have been granted authority by the Audit Committee, meets to approve each audit or non-audit service prior to the engagement of Ernst & Young for such service. Each such service approved by one or more of the authorized and designated members of the Audit Committee is presented to the entire Audit Committee at a subsequent meeting.
92    ï 2015 Proxy Statement
ANNUAL REPORT AND FORM 10-K
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Annual Report and Form 10-K
The Company’s Annual Report for fiscal 2014, which contains the consolidated financial statements of the Company for fiscal 2014, accompanies this proxy statement, but is not a part of the Company’s soliciting materials.
Stockholders may obtain, without charge, a copy of the Company’s Annual Report on Form 10-K for fiscal 2014, filed with the Securities and Exchange Commission, including the financial statements and schedules thereto, without the accompanying exhibits, by writing to: Investor Relations, Senior Manager, Amgen Inc., One
Amgen Center Drive, Thousand Oaks, CA 91320-1799, Mail Stop 28-1-C, or contact Investor Relations by telephone at (805) 447-1060 or email at investor.relations@amgen.com. The Company’s Annual Report on Form 10-K is also available online at the Company’s website atwww.amgen.com. A list of exhibits is included in the Form 10-K and exhibits are available from the Company upon the payment to the Company of the cost of furnishing them.
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions
Under our written Approval of Related Party Transactions policy, a related party transaction (as defined below) may be consummated or may continue only if the Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy applies to: (1) any person who is, or at any time since the beginning of our last fiscal year was, a member of our Board of Directors, or Board, one of our executive officers or a nominee to become a member of our Board; (2) any person who is known to be the beneficial owner of more than ~~five percent~~5% of any class of our voting securities; (3) any immediate family member, as defined in the policy, of, or sharing a household with, any of the foregoing persons and (4) any firm, corporation or other entity in which any of the foregoing persons is employed, or is a partner or principal or in a similar position or in which such person has a ~~more than five percent~~5% or greater beneficial ownership interest. ~~“Related~~
All potential related party ~~transaction” is defined in~~transactions are presented to the policy as a transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including but not limited to any indebtedness or guarantee of indebtedness), between usAudit Committee for its consideration and, ~~any of~~if the foregoing persons, other than: (1) any matters related to compensation or benefits; (2) transactions involving less than $120,000 when aggregated with all similar transactions or (3) transactions approved by another independent committee of our Board.
Audit Committee deems it appropriate, approval. The Audit Committee considers all relevant facts and circumstances available to it, including the recommendation of management. No member of the Audit Committee participates in any review, consideration or approval of any related party transaction involving such member or any of his or her immediate family members, except that such member is required to provide all material information concerning the related party transaction to the Audit Committee.
Related party transactions may be preliminarily entered into by management subject to ratification by the Audit Committee; provided that if ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul such transaction. At each scheduled meeting of the Audit Committee, management ~~shall~~is required to update the Audit Committee as to any material changes to any approved or ratified related party transaction. A “Related Party Transaction” is defined in the policy as a transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including but not limited to any indebtedness or guarantee of indebtedness), between us and any of the persons listed in the first paragraph of this section. A related party transaction also includes any material amendment or modification to an existing related party transaction.
The Audit Committee has excluded each of the following related party transactions under the terms of our Approval of Related Party Transactions policy:

1.
any matters related to compensation or ~~benefits;~~benefits to the extent such compensation or benefits would not be required to be disclosed under Item 404 of Regulation S-K under the Securities Act of 1933;

2.
transactions involving less than $120,000 (or such different amount as may require disclosure or approval under any future amendment to the rules and regulations of the Securities and Exchange Commission, including
ï 2015 Proxy Statement93
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 404 of Regulation S-K, or the listing requirements of The NASDAQ Stock Market LLC, including Rule 5630) when aggregated with all similar transactions; or

3.
transactions approved by another independent committee of the Board.
In deciding whether to approve or ratify a related party transaction, the Audit Committee will consider the following factors:

whether the terms of the transaction are (i) fair to the Company and (ii) at least as favorable to the Company as would apply if the transaction did not involve a related party;

whether there are demonstrable business reasons for the Company to enter into the transaction;

whether the transaction would impair the independence of an outside director; and
whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related party, the direct or indirect nature of the related party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.
Transactions with Related Persons
Keith Jones, who is the brother-in-law of Brian M. McNamee, ~~our Senior Vice President, Human Resources and~~ an executive officer of the Company, is employed by ~~the Company~~us as aKey Accounts Senior ~~Biopharmaceutical Representative, Oncology.~~Manager. Mr. Jones’ compensation earned in ~~2011~~2014 consisted of ~~$77,677~~$121,921 in base salary, ~~$46,464~~$70,350 in annual cash ~~incentives~~incentive awards and bonuses and a
grant of ~~120~~123 restricted stock ~~units.~~units and 124 performance units, each valued at $13,703 and $12,564, respectively, on the date of grant. This transaction did not require the review or approval of the Audit Committee pursuant to ~~the Company’s~~our Approval of Related Party Transactions policy.
94    ï 2015 Proxy Statement
OTHER MATTERS
~~ANNUAL REPORT AND FORM 10-K~~
The Annual Report to Stockholders, containing the Company’s Annual Report on Form 10-K for fiscal 2011, which contains the consolidated financial statements of the Company for fiscal 2011, accompanies this proxy statement but is not a part of the Company’s soliciting materials.
Stockholders may obtain, without charge, a copy of the Company’s Annual Report on Form 10-K for Fiscal 2011, filed with the Securities and Exchange Commission, including the financial statements and schedules thereto, without the accompanying exhibits, by writing to: Investor Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320-1799, Mail Stop 28-1-C, or contact Investor Relations by telephone at (805) 447-1060 or email at investor.relations@amgen.com. The Company’s Form 10-K is also available online at the Company’s website at~~www.amgen.com~~~~. A list of exhibits is included in the Form 10-K and exhibits are available from the Company upon the payment to the Company of the cost of furnishing them.~~
~~OTHER MATTERS~~Other Matters
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, or Exchange Act, requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, Reporting Persons), to file reports of ownership and changes in ownership with the Securities and Exchange Commission, or ~~SEC, and with The NASDAQ Stock Market LLC.~~SEC. Copies of the Section 16 reports are also required to be supplied to the Company and such reports are available on our website at~~www.amgen.com.~~www.amgen.com.
Based solely on our review of the reports filed by Reporting Persons and written representations from certain Reporting Persons that no other reports were required for those persons, during the year ended December 31, ~~2011,~~2014, the Reporting Persons met all applicable Section 16(a) filing requirements, other than (i) Frank J. Biondi, Jr., our director, filed a late form reporting two exempt transactions and (ii) Thomas J.W. Dittrich, our Vice President, Finance and Chief Accounting Officer, amended his Form 3 to reflect additional holdings.requirements.
Stockholder Proposals
Proposals Pursuant to Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our ~~2013~~2016 annual meeting of stockholders. To be eligible for inclusion in our ~~2013~~2016 proxy statement, your proposal must be received by usour Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A no later than December ~~13, 2012,~~4, 2015, and must otherwise comply with Rule 14a-8. While the Board of Directors, or Board, will consider stockholder proposals, we reserve the right to omit from our proxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.
Business Proposals and Nominations Pursuant to our Bylaws. Under ~~our~~the Amended and Restated Bylaws of Amgen Inc., or Bylaws, to nominate a director or bring any other business before the stockholders at the ~~2013~~2016 annual meeting of stockholders that will not be included in our proxy statement pursuant to Rule 14a-8, you must comply with the procedures set forth in our Bylaws, including those summarized below. In addition, assuming the date of the ~~2013~~2016 annual meeting of stockholders is not more than 30thirty days before and not more than 70seventy days after the anniversary date of the ~~2012~~2015 Annual Meeting of Stockholders, or Annual Meeting, you must notify us in writing and such notice must be delivered to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A no earlier than January ~~23, 2012~~15, 2016 and no later than February ~~22, 2012.~~14,
2016. Moreover, as further described below, certain information required to be included in such notice must be updated as of the record date of the meeting at which the nomination or other proposal is to be presented not later than 10ten days after such record date. In addition, our Bylaws provide that if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders to present a nomination or other business proposal, the nomination will be disregarded and the proposed business will not be transacted, notwithstanding that proxies in respect of the vote on the nomination or other business proposal may have been received by the Company.
Our Bylaws provide that a stockholder’s advance notice of a nomination must contain the following as to each person ~~who~~whom the stockholder proposes to nominate for election as a director: (1) the information relating to the nominee that is required by paragraphs (a), (e) and (f) of Item 402 of Regulation S-K adopted by the SEC (or the corresponding provisions of any rule or regulation subsequently adopted by the SEC applicable to the Company); (2) such nominee’s written consent to being named in the proxy statement as a nominee and serving as a director if elected; (3) whether such nominee, the stockholder or the beneficial owner, if any, on whose behalf the nomination is being made has received any financial assistance, funding or other consideration from any other person (Stockholder Associated Person) in respect of the nomination and the details thereof and (4) whether any nominee is eligible for consideration as an independent director under the relevant standards
ï 2015 Proxy Statement95
OTHER MATTERS
contemplated by Item 407(a) of Regulation S-K adopted by the SEC (or any corresponding provisions subsequently adopted by the SEC and applicable to the Company). Our Bylaws provide that a a stockholder’s advance notice of a proposed business item (other than a nomination) must include: (1) a brief description of the business desired to be brought before the meeting; (2) the text of the proposal or business (including the text of
any resolutions proposed for consideration and, in the event that such business includes a proposal to amend our Bylaws, the language of the proposed amendments); (3) the reasons why the stockholder favors the proposal and (4) whether the stockholder or the beneficial owner, if any, on whose behalf the proposal is being made has received any financial assistance, funding or other consideration from any other person (also a Stockholder Associated Person) in respect of the proposal (and the details thereof) and any material interest in such business of the stockholder, such beneficial owner or any Stockholder Associated Person.
In addition, our Bylaws provide that a stockholder giving advance notice of a nomination or a proposed business item must include the following information, as to such stockholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made, all nominees proposed by the stockholder giving the notice and any Stockholder Associated Persons, in the notice: (1) the name and address of the stockholder, as they appear on the Company’s books, and of such beneficial owner, if any; (2) a representation setting forth the class or series and number of shares of our capital stock which are owned beneficially and of record by the stockholder, and any such beneficial owner, nominee or Stockholder Associated Person; (3) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and any such beneficial owner, nominee and Stockholder Associated Person, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; (4) a representation whether and the extent to which any hedging, derivative or other transaction or agreement is in place or has been entered into with respect to the Company or its securities (whether or not such transaction shall be subject to settlement in underlying shares of capital stock of the Company), bank debt or credit ratings, within the past six months by, or for the benefit of,
such stockholder and any such beneficial owner, nominee or Stockholder Associated Person, the effect or intent of which is to give rise to gain or loss as a result of changes in the trading price of the Company’s securities or bank debt or changes in the credit ratings for the Company, its securities or bank debt (or, more generally, changes in the perceived creditworthiness of the Company) or to increase or decrease the voting power of such stockholder and any such beneficial owner, nominee or Stockholder Associated Person, and if so, a summary of the material terms thereof; (5) a representation that the stockholder is a holder of record of our stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination or other business item; (6) a representation whether the stockholder or beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to stockholders of at least the percentage of our outstanding capital stock required to approve or adopt the proposal or elect the nominee, and/or (b) otherwise to solicit proxies from stockholders in support of such nomination or proposed business item and (7) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. Moreover, the information described in subsections (2), (3) and (4) of this paragraph that is required to be included in the notice must be updated by the stockholder and beneficial owner, if any, presenting the nomination or other business proposal not later than 10 days after the record date of the meeting at which the nomination or other business proposal is to be presented to disclose such information as of such record date.
You may write to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A, to deliver the notices discussed above and for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates pursuant to our Bylaws.
96    ï 2015 Proxy Statement
OTHER MATTERS
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as ~~banks~~brokers and ~~brokers)~~banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” is also permissible under the General Corporation Law of the State of Delaware and potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single Notice of Annual Meeting of
Stockholders or proxy statement will be
delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your ~~bank~~broker or ~~broker~~bank that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker or bank. Direct your written request to Investor Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320-1799, Mail Stop 28-1-C, or contact Investor Relations by telephone at (805) 447-1060 or email at investor.relations@amgen.com. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker or bank.
No Incorporation by Reference
To the extent that this proxy statement is incorporated by reference into any other filing by us under the Securities Act of 1933 or the Exchange Act, the sections of this proxy statement entitled “Audit Committee Report” or “Compensation Committee Report” to the extent permitted by the rules of the SEC will not be deemed incorporated, unless specifically provided otherwise in such filing.
In addition, references to our website are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. Information on our website, other than our proxy statement, Notice of Annual Meeting of Stockholders and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.
Disclaimer
This proxy statement contains statements regarding future individual and Company performance targets and Company performance goals. These targets and Company performance goals are disclosed in the limited context of our
compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Forward-Looking Statements
This proxy statement contains ~~“forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These~~forward-looking statements that are based on ~~our~~management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those ~~set forth in the statements.~~described. All statements, other than statements of historical fact, are statements that could be deemed forward-looking ~~statements. The forward-looking~~ statements, ~~may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result~~including estimates of ~~new information, future events~~revenues, operating margins, other financial metrics, expected regulatory or ~~otherwise.~~clinical results or practices and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those ~~mentioned~~
discussed below and more fully described in the ~~risk factors in Item 1A of our Annual Report~~SEC reports filed by Amgen, including Amgen’s annual report on Form 10-K for the year ended December 31, ~~2011~~2014 and ~~in our most recent~~any subsequent periodic reports on Form 10-Q and Form 8-K. Please refer to the Form 10-K and any subsequentForms 10-Q and 8-K ~~filed with~~for additional information on the ~~SEC,~~uncertainties and risk factors related to our business. Unless otherwise noted, Amgen is providing this information as of March 16, 2015 and expressly disclaims any duty to update information contained in this proxy statement. No forward-looking statement can be guaranteed and actual results may ~~vary materially.~~
ï 2015 Proxy Statement97
OTHER MATTERS
differ materially from those we project. Our results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments (domestic or foreign) involving current and future products, sales growth of recently launched products, competition from other products (domestic or foreign) and difficulties or delays in manufacturing our products. Discovery or identification of new product candidates cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate will be successful and become a commercial product. Further, preclinical results do not guarantee safe and effective performance of product candidates in humans. The length of time that it takes for us to complete clinical trials and obtain regulatory approval for product marketing has in the past varied and we expect similar variability in the future. We develop product candidates internally and through licensing collaborations, partnerships, joint ventures and acquisitions. Product candidates that are derived from relationships or acquisitions may be subject to disputes between the parties or may prove to be not as effective or as safe as we may have believed at the time of entering into such relationship. In addition, sales of our products are affected by reimbursement policies imposed by third-party payers, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment as well as U.S. legislation affecting pharmaceutical pricing and reimbursement. Government and others’ regulations and reimbursement policies may affect the development, usage
and pricing of our products. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. We or others could identify safety, side effects or manufacturing problems with our products after they are on the market. Our business may be impacted by government investigations, litigation and products liability claims. If we fail to meet the compliance obligations in the corporate integrity agreement between us and the U.S. government, we could become subject to significant sanctions. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors. We depend on third parties for a significant portion of our manufacturing capacity for the supply of certain of our current and future products and limits on supply may constrain sales of certain of our current products and product candidate development. In addition, we compete with other companies with respect to some of our marketed products as well as for the discovery and development of new products. Our products may compete against products that have lower prices, established reimbursement, superior performance, are easier to administer, or that are otherwise competitive with our products. Further, some raw materials, medical devices and component parts for our products are supplied by sole third-party suppliers. We may experience difficulties, delays or unexpected costs and not achieve anticipated benefits and savings from our restructuring plan. Our efforts to integrate the operations of companies we have acquired may not be successful. Our business performance could affect or limit the ability of our Board to declare a dividend or our ability to pay a dividend or repurchase our Common Stock.
Other Matters
The Board knows of no matters other than those listed in the attached Notice of Annual Meeting of Stockholders that are likely to be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons named on the enclosed proxy card will vote the proxy in accordance with their best judgment on such matter.
By Order of the Board of Directors

David J. Scott
Secretary
April ~~12, 2012~~2, 2015
98    ï 2015 Proxy Statement
  APPENDIX A
Appendix A
~~AMGEN INC. BOARD OF DIRECTORS~~Amgen Inc. Board of Directors
~~GUIDELINES FOR DIRECTOR QUALIFICATIONS AND EVALUATIONS~~Guidelines for Director Qualifications and Evaluations
These guidelines set forth (1) the minimum qualifications that the Governance and Nominating Committee of the Board of Directors (the “Committee”) of Amgen Inc. (“Amgen”) believes are important for directors to possess, and (2) a description of the Committee’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders. These guidelines are only guidelines and may be waived and/or changed by the Committee and/or the Board of Directors as appropriate.
1. Candidate Qualifications
1.
~~Candidate Qualifications~~
In seeking individuals to join the Board of Directors or to fill director vacancies on the Board of Directors, the Committee considers the following to be minimum qualifications that a candidate must possess:

Demonstrated breadth and depth of management and leadership experience, preferably in a senior leadership role in a large or recognized organization;

Financial and/or business acumen or relevant industry or scientific experience;

Integrity and high ethical standards;

Sufficient time to devote to Amgen’s business as a member of the Board;

Ability to oversee, as a director, Amgen’s business and affairs for the benefit of Amgen’s stockholders;

Ability to comply with the Board’s Code of Conduct; and

Demonstrated ability to think independently and work collaboratively.
In addition, the Committee may consider the following where necessary and appropriate:

A candidate’s independence, as defined by The NASDAQ Stock Market, Inc.;

A candidate’s ability to satisfy the composition requirements for the Audit Committee and the Compensation and Management Development Committee;

Maintaining a Board that reflects diversity; and

The Board’s overall size, structure and composition.
2. Candidate Identification and Evaluation Process
2.
~~Candidate Identification and Evaluation Process~~
(a) For purposes of identifying nominees for the Board of Directors, the Committee relies on professional and personal contacts of the Committee, other members of the Board of Directors and senior management, as well as candidates recommended by independent search firms retained by the Committee from time to time. The Committee also will consider candidates recommended by stockholders. Any director nominations submitted by stockholders will be evaluated in the same manner that nominees suggested by Board members, management or other parties are evaluated.
(b) In evaluating potential candidates, the Committee will determine whether the candidate is qualified for service on the Board of Directors by evaluating the candidate under the guidelines set forth above and by determining if any individual candidate suits the Committee’s and the Board of Director’s overall objectives at the time the candidate is being evaluated.
~~Appendix B~~ï 2015 Proxy StatementA-1
~~PROPOSED AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION~~
The following amendment is contingent upon receipt of the requisite affirmative vote of the Company’s stockholders and the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware by the Company.
~~CERTIFICATE OF AMENDMENT~~
OF
~~RESTATED CERTIFICATE OF INCORPORATION~~
OF
~~AMGEN INC.~~
~~a Delaware corporation~~
~~Amgen Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:~~
~~1. The Restated Certificate of Incorporation of Amgen Inc. shall be amended by changing Article TENTH so that, as amended, Article TENTH shall read in its entirety as follows:~~
TENTH:             All actions required or permitted to be taken by stockholders at an annual or special meeting of stockholders of this corporation may be effected by the written consent of the holders of capital stock of this corporation entitled to vote; provided that no such action may be effected except in accordance with the provisions of this Article TENTH and applicable law.
~~(a)~~         ~~Request for Record Date~~. The record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Article TENTH. Any stockholder seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the secretary of this corporation and delivered to this corporation and signed by holders of record of at least fifteen percent (15%) in voting power of the then outstanding shares of capital stock of this corporation entitled to vote on the matter, request that a record date be fixed for such purpose. The written notice must contain the information set forth in paragraph (b) of this Article TENTH. Following delivery of the notice, the Board of Directors shall, by the later of (i) twenty (20) days after delivery of a valid request to set a record date and (ii) five (5) days after delivery of any information requested by this corporation to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent, determine the validity of the request and whether the request relates to an action that may be taken by written consent pursuant to this Article TENTH and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If the request has been determined to be valid and to relate to an action that may be effected by written consent pursuant to this Article TENTH or if no such determination shall have been made by the date required by this Article TENTH, and in either event no record date has been fixed by the Board of Directors, the record date shall be the first date on which a signed written consent relating to the action taken or proposed to be taken by written consent is delivered to this corporation in the manner described in paragraph (f) of this Article TENTH; provided that, if prior action by the Board of Directors is required under the provisions of Delaware law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
~~(b)~~        ~~Notice Requirements~~. Any notice required by paragraph (a) of this Article TENTH must be delivered by the holders of record of at least fifteen percent (15%) in voting power of the then outstanding shares of capital stock of this corporation entitled to vote on the matter (with evidence of such ownership attached to the notice), must describe the action proposed to be taken by written consent of stockholders and must contain (i) such information and representations, to the extent applicable, then required by this corporation’s bylaws as though such stockholder was intending to make a nomination or to bring any other matter before a meeting of stockholders, other than as permitted to be included in this corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and (ii) the text of the proposal(s) (including the text of any resolutions to be adopted by written consent of stockholders and the language of any proposed amendment to the bylaws of this corporation). This corporation may require the stockholder(s) submitting such notice to furnish such other information as may be requested by this corporation to determine the validity of the request for a record date and to determine whether the request relates to an action that may be effected by written consent under this Article TENTH. In connection with an action or actions proposed to be taken by written consent in accordance with this Article TENTH, the stockholders seeking such action or actions shall further update and supplement the information previously provided to this corporation in connection therewith, if necessary, as required by Section 15 of this corporation’s bylaws.
~~(c)~~        ~~Actions Which May Be Taken by Written Consent~~. Stockholders are not entitled to act by written consent if (i) the action relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) an identical or substantially similar item (a “Similar Item”) is included in this corporation’s notice as an item of business to be brought before a meeting of the stockholders that has been called but not yet held, and the date of which is within ninety (90) days of the delivery of a request to set a record date (and, for purposes of this clause (ii) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election of directors but the removal of directors without the election of any replacements shall not be deemed a “Similar Item” with respect to the election of directors) or (iii) such record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law.
~~(d)~~        ~~Manner of Consent Solicitation~~. Stockholders may take action by written consent only if consents are solicited by the stockholder or group of stockholders seeking to take action by written consent of stockholders from all holders of capital stock of this corporation entitled to vote on the matter pursuant to and in accordance with this Article TENTH and applicable law.
~~(e)~~        ~~Date of Consent~~. Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this paragraph and in paragraph (f) as a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph (f) of this Article TENTH, Consents signed by a sufficient number of stockholders to take such action are so delivered to this corporation.
~~(f)~~        ~~Delivery of Consents~~. No Consents may be dated or delivered to this corporation or its registered office in the State of Delaware until 90 days after the delivery of a valid request to set a record date. Consents must be delivered to this corporation by delivery to its registered office in the State of Delaware or its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to this corporation of Consents, the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent; provided, however, that if the action to which the Consents relate is the removal or replacement of one or more members of the Board
of Directors, the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, shall promptly designate two persons, who shall not be members of the Board of Directors, to serve as inspectors (“Inspectors”) with respect to such Consent and such Inspectors shall discharge the functions of the secretary of this corporation, or such other officer of this corporation as the Board of Directors may designate, as the case may be, under this Article TENTH. If after such investigation the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of this corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. In conducting the investigation required by this section, the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, may, at the expense of this corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.
~~(g)~~         ~~Effectiveness of Consent~~. Notwithstanding anything in this Certificate to the contrary, no action may be taken by the stockholders by written consent except in accordance with this Article TENTH. If the Board of Directors shall determine that any request to fix a record date or to take stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by written consent pursuant to, this Article TENTH, or the stockholder or stockholders seeking to take such action do not otherwise comply with this Article TENTH, then the Board of Directors shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. No action by written consent without a meeting shall be effective until such date as the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate, or the Inspectors, as applicable, certify to this corporation that the Consents delivered to this corporation in accordance with paragraph (f) of this section, represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Delaware law and this Certificate of Incorporation.
~~(h)~~         ~~Challenge to Validity of Consent~~. Nothing contained in this Article TENTH shall in any way be construed to suggest or imply that the Board of Directors of this corporation or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the secretary of this corporation, such other officer of this corporation as the Board of Directors may designate or the Inspectors, as the case may be, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
~~(i)~~         ~~Board-solicited Stockholder Action by Written Consent~~. Notwithstanding anything to the contrary set forth above, (x) none of the foregoing provisions of this Article TENTH shall apply to any solicitation of stockholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitled to solicit stockholder action by written consent in accordance with applicable law.
~~2. The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.~~

Printed on recycled paper ^© ~~2012~~2015 Amgen Inc. All Rights Reserved
SAMPLE
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
BUSINESS REPLY MAIL
FIRST-CLASS MAIL   PERMIT NO. 67   THOUSAND OAKS CA
POSTAGE WILL BE PAID BY ADDRESSEE
ANNUAL MEETING
AMGEN
PO BOX 2605
SEAL BEACH CA 90740-9906
~~SAMPLE~~
SAMPLE

Only Amgen Inc. stockholders with admittance tickets will be admitted to the ~~2012~~2015 Annual Meeting of Stockholders. Each stockholder is entitled to one admittance ticket. If you come to the meeting and do not have an admittance ticket, you will be admitted only upon presentation of proper identification and evidence of stock ownership as of March ~~26, 2012.~~16, 2015. Ensuring the 2015 Annual Meeting of Stockholders is safe and productive is our top priority. As such, failure to follow these admission procedures may result in being denied admission or being directed to view the meeting in an overflow room. Because seating in the main meeting room is limited, and in order to be able to address security concerns, we reserve the right to direct attendees to view the meeting in an overflow room.

¨
Please send me an admittance ticket for the Amgen Inc. ~~2012~~2015 Annual Meeting of Stockholders to be held on ~~Wednesday,~~Thursday, May ~~23, 2012~~14, 2015 in Westlake Village, California.

Name
(Please print)

Address

(      )

City                ~~State~~

State
Zip                 Email                                          Telephone No. ~~(Please~~
(Please provide)
YOU DO NOT NEED TO RETURN THIS CARD IF YOU DO NOT PLAN TO ATTEND
THE ~~2012~~2015 ANNUAL MEETING OF STOCKHOLDERS.

~~SAMPLE~~
SAMPLE

ANNUAL MEETING OF STOCKHOLDERS OF

AMGEN INC.

May ~~23, 2012~~
14, 2015
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY ~~23, 2012:~~14, 2015: The Notice of ~~2012~~2015 Annual Meeting of Stockholders, Proxy Statement, Form Proxy Card and ~~2011~~2014 Annual Report ~~to Stockholders~~ are available at http://~~www.amstock.com/ProxyServices/~~www.astproxyportal.com/ast/Amgen.

If you wish to attend the Annual Meeting, please ~~log on to http:~~visit https://~~www.seeuthere.com/AnnualMeeting2012/Attendee to register.~~
starcite. Please smarteventscloud. sign,com/2015AnnualMeeting date and mail to register.
your proxy card in the envelope provided as soon ~~as possible.~~

Please detach along perforated as possible. line and mail in the envelope provided.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

The Board of Directors recommends a vote “FOR” each listed nominee in item #1.
of ~~items #1, #2, #3 and #4.~~
~~1. To elect fourteen directors~~for office election expiring to the at Board ~~of Directors of Amgen Inc. for a term of office expiring at~~ the ~~2013~~2016 are: annual meeting of stockholders. FOR AGAINST The nominees ~~for election to the Board are: FOR AGAINST~~ ABSTAIN

Dr. David Baltimore
Mr. Frank J. Biondi, Jr.
Mr. Robert A. Bradway
Mr. ~~Francois~~François de Carbonnel
Dr. Vance D. Coffman
~~Dr. Rebecca M. Henderson~~
Mr. ~~Frank~~Robert A. Eckert Mr. Greg C. ~~Herringer~~
~~Dr. Tyler Jacks~~
~~FOR AGAINST ABSTAIN~~
~~Dr. Gilbert S. Omenn~~
~~Ms. Judith C. Pelham~~
~~Adm. J. Paul Reason, USN (Retired) Mr. Leonard D. Schaeffer Mr. Kevin W. Sharer Dr. Ronald D. Sugar~~
2. Garland
To ~~ratify~~indicate changes change your to the ~~selection of Ernst & Young LLP as our independent~~the new address registered ~~public accountants for the fiscal year ending December 31, 2012.~~
~~3. Advisory vote to approve our executive compensation.~~
~~4. To approve an amendment to our Restated Certificate of Incorporation to authorize stockholder action by written consent.~~
~~The Board of Directors recommends a vote “AGAINST” Stockholder Proposals #1 through #4 in Item #5.~~
~~5. STOCKHOLDER PROPOSALS:~~
~~Stockholder Proposal #1 (Independent Chairman of the Board)~~
~~Stockholder Proposal #2 (Transparency in Animal Use)~~
~~Stockholder Proposal #3 (Request for Disclosure of Lobbying Policies and Practices)~~
~~Stockholder Proposal #4 (CEO to Serve on a Maximum of One Other Board)~~
~~To change the~~ address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and ~~indicate your new address in the address space above. Please note~~ that ~~changes to the registered name(s) on the account may not be submitted~~ via this method.

Signature of Stockholder ~~Date: Signature of Stockholder Date:~~

Note: Please sign exactly as ~~your name or names appear on this Proxy Card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney-in-fact, trustee or guardian, please give~~
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
Date:
Signature of Stockholder
If When signer signing is a partnership, as executor, please administrator, sign in partnership attorney-in name -fact, trustee by authorized ~~person.~~or guardian, person please . give
Date:
Dr. Rebecca M. Henderson Mr. Frank C. Herringer Dr. Tyler Jacks Ms. Judith C. Pelham Dr. Ronald D. Sugar Dr. R. Sanders Williams
FOR AGAINST ABSTAIN
The Board of Directors recommends a vote “FOR” each of items #2 and #3.
2. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2015.
3. Advisory vote to approve our executive compensation.
The Board of Directors recommends a vote “AGAINST” the Stockholder Proposal in item #4.
4. Stockholder Proposal (Vote Tabulation).
~~SAMPLE~~
SAMPLE
This Proxy Card will be voted as specified or, if no choice is specified, will be voted FOR the election of the named director nominees, FOR ratification of the selection of Ernst & Young LLP, FOR the advisory vote to approve our executive compensation ~~FOR the amendment to our Restated Certificate of Incorporation to authorize stockholder action by written consent~~ and AGAINST the Stockholder ~~Proposals #1 through #4.~~
Proposal.
As of the date hereof, the undersigned hereby acknowledges receipt of the ~~2012~~2015 Proxy Statement and accompanying Notice of ~~2012~~2015 Annual Meeting of Stockholders to be held on May ~~23, 2012,~~14, 2015, Form Proxy Card and the ~~2011~~2014 Annual ~~Report to Stockholders.~~
Report.
In their discretion, the Proxy Holders (as defined below) are authorized to vote upon such other matters as may properly come before the ~~2012~~2015 Annual Meeting of Stockholders and at any continuation, postponement or adjournment thereof. The Board of Directors, at present, knows of no other business to be presented at the ~~2012~~2015 Annual Meeting of Stockholders.

By signing this proxy you revoke all prior proxies. This proxy will be governed by the laws of the State of Delaware and federal securities laws.

AMGEN INC.

ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799
PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ~~2012~~2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY ~~23, 2012~~
14, 2015
~~Kevin W. Sharer,~~ Robert A. Bradway, ~~Jonathan M. Peacock~~David W. Meline and David J. Scott (the “Proxy Holders”), or any of them, each with the power of substitution, hereby are authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote the shares of Amgen Inc. Common Stock of the undersigned at the ~~2012~~2015 Annual Meeting of Stockholders of Amgen Inc., to be held on ~~Wednesday,~~Thursday, May ~~23, 2012,~~14, 2015, at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, CA 91362, and at any continuation, postponement or adjournment of that meeting, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other business that may properly come before the meeting.

You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side)
14475
SAMPLE
ANNUAL MEETING AMGEN OF STOCKHOLDERS INC. OF May 14, 2015 PROXY VOTING INSTRUCTIONS
INTERNET—Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE—Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PMET the day before the meeting. MAIL—Sign, date and mail your proxy card in the envelope provided as soon as possible.
INPERSON—You may vote your shares in person by attending the Annual Meeting.
GO GREEN—e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
If you wish to attend the Annual Meeting, please visit [deleted text from public filing] to register.
COMPANY NUMBER ACCOUNT NUMBER
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2015:
The Notice of 2015 Annual Meeting of Stockholders, Proxy Statement, Form Proxy Card and 2014 Annual Report are available at http://www.astproxyportal.com/ast/Amgen.
Please detach along perforated line and mail in the envelope provided IF you are not voting by telephone or the Internet. ————————
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
The Board of Directors recommends a vote “FOR” each listed nominee in item #1.
1. To of office elect thirteen expiring directors at the 2016 to annual the Board meeting of Directors of stockholders. of Amgen The Inc. for nominees a term for election to the Board are: FOR AGAINST ABSTAIN
Dr. David Baltimore Mr. Frank J. Biondi, Jr. Mr. Robert A. Bradway Mr. François de Carbonnel Dr. Vance D. Coffman Mr. Robert A. Eckert Mr. Greg C. Garland
To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method.
Signature of Stockholder Date:
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
Signature of Stockholder
If When signer signing is a partnership, as executor, please administrator, sign in partnership attorney-in-fact, name trustee by authorized or guardian, person. please give
Date:
Dr. Rebecca M. Henderson Mr. Frank C. Herringer Dr. Tyler Jacks Ms. Judith C. Pelham Dr. Ronald D. Sugar Dr. R. Sanders Williams
FOR AGAINST ABSTAIN
The Board of Directors recommends a vote “FOR” each of items #2 and #3.
2. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2015.
3. Advisory vote to approve our executive compensation.
The Board of Directors recommends a vote “AGAINST” the Stockholder Proposal in item #4.
4. Stockholder Proposal (Vote Tabulation).
SAMPLE
This Proxy Card will be voted as specified or, if no choice is specified, will be voted FOR the election of the named director nominees, FOR ratification of the selection of Ernst & Young LLP, FOR the advisory vote to approve our executive compensation and AGAINST the Stockholder Proposal.
As of the date hereof, the undersigned hereby acknowledges receipt of the 2015 Proxy Statement and accompanying Notice of 2015 Annual Meeting of Stockholders to be held on May 14, 2015, Form Proxy Card and the 2014 Annual Report.
In their discretion, the Proxy Holders (as defined below) are authorized to vote upon such other matters as may properly come before the 2015 Annual Meeting of Stockholders and at any continuation, postponement or adjournment thereof. The Board of Directors, at present, knows of no other business to be presented at the 2015 Annual Meeting of Stockholders.
By signing this proxy you revoke all prior proxies. This proxy will be governed by the laws of the State of Delaware and federal securities laws.
AMGEN INC.
ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799 PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2015
Robert A. Bradway, David W. Meline and David J. Scott (the “Proxy Holders”), or any of them, each with the power of substitution, hereby are authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote the shares of Amgen Inc. Common Stock of the undersigned at the 2015 Annual Meeting of Stockholders of Amgen Inc., to be held on Thursday, May 14, 2015, at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, CA 91362, and at any continuation, postponement or adjournment of that meeting, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other business that may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on the reverse side)
14475

		¨ ~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
x ~~Definitive Proxy Statement~~
¨ ~~Definitive Additional Materials~~
Check the appropriate box:
¨		Preliminary Proxy Statement
¨		CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
þ		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to ~~§240.14a-12~~Section 240.14a-12


~~Information Concerning Voting and Solicitation~~
Proxy Statement Summary	1

~~Item 1 Election of Directors~~Information Concerning Voting and Solicitation		73

Item 2 1—Election of Directors	8

Item 2—Ratification of Selection of Independent Registered Public Accountants	16

~~Item 3 Advisory Vote to Approve Our Executive Compensation~~	17

Item ~~4 Approval of Amendment~~3—Advisory Vote to Approve Our ~~Restated Certificate of Incorporation to Authorize Stockholder Action by Written Consent~~Executive Compensation		2118

Item 5 4—Stockholder ~~Proposals~~Proposal		2322

Security Ownership of Directors and Executive Officers	25	31

Security Ownership of Certain Beneficial Owners	27

Corporate Governance	28

Executive Compensation	39

~~Security Ownership of Certain Beneficial Owners~~Compensation Discussion and Analysis	39	33
Executive Compensation Tables	67
Director Compensation	86

~~Corporate Governance~~Audit Matters		3491

~~Executive Compensation~~Annual Report and Form 10-K	44

~~Compensation Discussion and Analysis~~	44

~~Executive Compensation Tables~~	71

~~Director Compensation~~	93

~~Audit Matters~~Certain Relationships and Related Transactions		9793

~~Certain Relationships and Related Transactions~~Other Matters		9895

~~Annual Report and Form 10-K~~	99

~~Other Matters~~	~~100~~

Appendix A: Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations	A-1


Date and Time:		Thursday, May 14, 2015 at 11:00 A.M., local time

~~Appendix B: Proposed Amendment~~Location:		Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, California 91362

Record Date:		March 16, 2015

Mail Date:		We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April 2, 2015 to our stockholders.


Matter		Our ~~Restated Certificate~~Board Vote Recommendation
Election of ~~Incorporation~~13 Nominees to the Board of Directors (page 8)		FOR each Director Nominee
Ratification of Selection of Independent Registered Public Accountants (page 17)		FOR
Advisory Vote to Approve Our Executive Compensation (page 18)		FOR
Stockholder Proposal (page 22)		AGAINST


	Amgen Inc. Common Stock(1)(2)
Beneficial Owner	Total Common Stock Beneficially Owned		Shares Acquirable Within 60 Days		Percent of Total
Non-Employee Directors and Nominees
David Baltimore		75,131		46,000	*
Frank J. Biondi, Jr.		62,696		46,000	*
François de Carbonnel		40,339		36,828	*
Vance D. Coffman		50,123		40,000	*
Rebecca M. Henderson		30,000		30,000	*
Frank C. Herringer(3)		44,527		30,000	*
Tyler Jacks		0		0	*
Gilbert S. Omenn		225,497		46,000	*
Judith C. Pelham		65,909		46,000	*
J. Paul Reason		40,554		30,000	*
Leonard D. Schaeffer		41,882		30,000	*
Ronald D. Sugar		25,000		25,000	*

Named Executive Officers
Kevin W. Sharer(4)		901,449		707,125	*
Robert A. Bradway		367,892		326,000	*
Jonathan M. Peacock		58,323		43,750	*
Roger M. Perlmutter(5)		408,231		256,000	*
Anthony C. Hooper		18,201		0	*
All current directors and executive officers as a group (21 individuals) (6)		2,915,689		2,189,644	*


þ Filed by the registrant		¨ ~~Preliminary Proxy Statement~~Filed by a party other than the registrant

x
Payment of filing fee (check the appropriate box):
þ		No fee required.

	~~(4)~~
		Robert A. Bradway
		~~Date Filed:~~Chairman of the Board, Chief Executive Officer and President

		Amgen Inc. One Amgen Center Drive Thousand Oaks, CA 91320-1799


LTI Equity Awards	2010 Allocation	2011 Allocation	2012 Allocation
Performance Units	40%	50%	80%
Stock Options	40%	25%	0%
RSUs	20%	25%	20%


Performance Period	Absolute TSR			TSR Multiplier Effect (% of Earned Award Paid)			Multiplier (Relative or Absolute TSR)		Payout as a % of Target
2009-2011 performance period		6.5	%		50	%		Relative		45.5	%
2008-2010 performance period		3.7	%		73	%		Absolute		73.0	%
2007-2009 performance period		(0.3	)%		50	%		Absolute		47.4	%


	Amgen Inc. Common Stock⁽¹⁾⁽²⁾
Beneficial Owner	Total Common Stock Beneficially Owned		Shares Acquirable Within 60 Days		Percent of Total
Non-Employee Directors and Nominees
David Baltimore		51,159		20,000		*
Frank J. Biondi, Jr.		31,696		15,000		*
François de Carbonnel		22,051		5,000		*
Vance D. Coffman		48,709		20,000		*
Robert A. Eckert		0		20,000		*
Greg C. Garland		2,224		0		*
Rebecca M. Henderson		8,000		8,000		*
Frank C. Herringer⁽³⁾		44,467		20,000		*
Tyler Jacks		21,819		20,000		*
Judith C. Pelham		15,734		0		*
Ronald D. Sugar		30,000		30,000		*
R. Sanders Williams		309		0		*

Named Executive Officers
Robert A. Bradway		585,405		298,940		*
Anthony C. Hooper		177,141		3,016		*
David W. Meline		0		0		*
Sean E. Harper		123,812		42,056		*
Madhavan Balachandran⁽⁴⁾		87,755		24,155		*
Michael A. Kelly⁽⁵⁾		34,775		2,969		*
Jonathan M. Peacock⁽⁶⁾		46,124		0		*
All current directors and executive officers as a group (22 individuals)⁽⁷⁾		1,647,980		675,826		*


Name	RSUs Included		Stock Options Included		RSUs Excluded
David Baltimore		0		46,000		0
Frank J. Biondi, Jr.		0		46,000		9,637
François de Carbonnel		1,828		35,000		2,012
Vance D. Coffman		0		40,000		6,158
Rebecca M. Henderson		0		30,000		3,565
Frank C. Herringer		0		30,000		10,992
Tyler Jacks		0		0		0
Gilbert S. Omenn		0		46,000		4,421
Judith C. Pelham		0		46,000		0
J. Paul Reason		0		30,000		6,158
Leonard D. Schaeffer		0		30,000		3,023
Ronald D. Sugar		0		25,000		1,828
Kevin W. Sharer		29,875		677,250		0
Robert A. Bradway		10,500		315,500		0
Jonathan M. Peacock		0		43,750		0
Roger M. Perlmutter		0		256,000		0
Anthony C. Hooper		0		0		0


	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number of Shares		Percent of Total(1)
PRIMECAP Management Company(2) 225 South Lake Avenue, #400 Pasadena, CA 91101		50,703,563		6.48	%
BlackRock, Inc.(3) 40 East 52^nd Street New York, NY 10022		47,867,806		6.12	%
FMR LLC(4) 82 Devonshire Street Boston, MA 02109		43,946,871		5.62	%


Committee
~~Committee~~		Primary Risk Oversight Responsibility
Audit Committee	•	Ÿ	Oversees financial risk, such as capital risk, financial compliance risk and internal controls over financial reporting.

Corporate Responsibility and Compliance Committee	•	Ÿ	Oversees non-financial compliance risk, such as regulatory risks (including the compliance risks associated with the requirements of the Federal health care program, Food and Drug Administration and Corporate Integrity Agreement). Oversees staff member compliance with the ~~staff member~~ Code of Conduct.

Compensation and Management Development Committee	•	Ÿ	~~Ensures that~~Evaluates whether the right management talent is in place. Oversees our compensation policies and practices, including whether such policies and practices balance risk-taking and rewards in an appropriate manner as discussed further below.

Governance and Nominating Committee	•	Ÿ	Oversees the assessment of each member of the Board’s independence, as well as the effectiveness of our ~~Board of Directors~~ Corporate Governance Principles and Board of Directors’ Code of Conduct.


Name		Latest Role in 2014
Robert A. Bradway		Chairman of the Board, Chief Executive Officer and President

Anthony C. Hooper		Executive Vice President, Global Commercial Operations

David W. Meline		Executive Vice President and Chief Financial Officer⁽¹⁾

Sean E. Harper		Executive Vice President, Research and Development

Madhavan Balachandran		Executive Vice President, Operations

Michael A. Kelly		Former Acting Chief Financial Officer and Vice President, Global Business Services⁽²⁾

Jonathan M. Peacock		Former Executive Vice President and Chief Financial Officer⁽³⁾


								TABLE OF CONTENTS


		Purposes

		• Provide a direct link to the creation of stockholder value and execution of our strategy. • Align NEOs’ interests with stockholders. • Foster long-term focus and retention.


Performance Period	Relative TSR Multiplier (% of Earned Award Paid)		Absolute TSR		Payout as a % of Target
2012-2014 performance period		n/a		185.7%		150.0%
2011-2013 performance period		n/a		114.4%		122.7%
2010-2012 performance period⁽¹⁾		133.7%		60.9%		144.1%


Name and Principal Position	2011 Compensation Reported in Summary Compensation Table ($)		2011 Total Realized Compensation ($)(1)
Kevin W. Sharer		18,850,311		11,282,846
Chairman of the Board and Chief Executive Officer

	~~(1)~~•		~~Total realized~~We do not have employment contracts or guaranteed bonuses,other than in countries where they are required by law.
	•		We do not have defined benefit pension or supplemental executive retirement plan (SERP) benefitsor “above market” interest on deferred compensation represents total compensation as calculated under the Securities and Exchange Commission, or SEC, rules, minus the aggregate grant date fair value of LTI equity awards (as reflected in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table” in our Executive Compensation Tables) plus the value realized from the exercise of stock options and the vesting of RSUs (as reflected in the “Options Exercised and Stock Vested” table in our Executive Compensation Tables) in 2011 and the value of the performance units earned for the 2009-2011 performance period (as reflected in the “Outstanding Equity Awards at Fiscal Year End” table in our Executive Compensation Tables).


~~Primary Elements of Named Executive Officer Compensation~~⁽¹⁾		~~Purpose~~

~~LTI Equity Awards –~~~~LTI equity awards comprise the largest component of compensation for our NEOs. 2011 LTI equity awards for our NEOs consisted of 50% performance units, 25% stock options and 25% RSUs.~~		~~• Rewards stock price appreciation, the achievement of our financial objectives and focused execution of our long-term strategy.~~ ~~• Aligns each NEO’s interest with interests of all stockholders.~~ ~~• Fosters a long-term focus and retention.~~ ~~• Facilitates executive stock ownership.~~

~~Annual Cash Incentive Awards~~ – Awards are made under the Executive Incentive Plan, or EIP, and are determined by the Compensation Committee generally using pre-established Company performance goals and results measured under our Global Management Incentive Plan, or GMIP.		~~• Motivates NEOs to meet or exceed our annual GMIP Company performance goals, driving current performance and positioning us for longer-term success.~~ ~~• Holds NEOs accountable for performance against pre-established GMIP Company performance goals.~~ ~~• Aligns and focuses all staff members around the same Company performance goals as all annual cash incentive awards are based on the same GMIP Company performance goals.~~

~~Base Salaries~~		~~• Provides a degree of financial certainty and stability.~~ ~~• Recognizes competitive market conditions and/or rewards individual performance through periodic increases.~~


Responsible Party	Primary Roles and Responsibilities
Compensation Committee (Comprised solely of independent directors and reports to the Board)	•	Evaluates the performance of ~~the~~our CEO within the context of the ~~overall~~financial and operational performance of the Company.
	•	~~• Has sole authority to determine~~Determines and ~~approve~~approves compensation packages for our CEO, other NEOs, Executive Vice Presidents, Senior Vice Presidents and ~~other~~ Section 16 ~~officers.~~officers (collectively, “Senior Management”).
	•	• Reviews and approves all compensation programs in which our NEOs participate.
	•	• Oversees the development ~~of our CEO, other NEOs, Senior Vice Presidents and other Section 16 officers~~ and effective succession ~~planning.~~planning for members of Senior Management.
	•	• Oversees the Board’s relationship with and response to stockholders on executive compensation ~~matters.~~matters and the Compensation Discussion and Analysis.
	•	Exercises the sole authority to select, retain, replace and/or obtain advice of compensation and benefits consultants, legal counsel and other outside advisors and conducts an analysis of the independence of each such advisor.
Consultant to the Compensation Committee (Frederic W. Cook & Co., Inc.– independent consultant retained directly by the Compensation ~~Committee to assist~~ ~~it in performing its responsibilities)~~Committee)	•	Regularly attends Compensation Committee meetings, ~~(including~~including meeting in executive session with the Compensation ~~Committee).~~Committee.
	•	~~• Assists management with presenting market data and reviews the appropriateness of market data compiled by the Human Resources Department.~~ • Provides advice on the appropriateness and competitiveness of our compensation ~~programs~~program relative to market practice, ~~and attraction of the highest level of executive talent,~~ including advising the Compensation Committee on the selection of our peer ~~group companies.~~group.
	•	Consults on executive compensation trends and developments.
	• ~~Upon request, consults~~	Consults on various compensation matters and recommends compensation program designs and practices to support our business strategy and objectives.
	•	Cooperates with management to compile market data and review the appropriateness of such data.
	•	Works with management to ~~conduct an assessment of~~assess the potential risks arising from our compensation policies and practices.
~~Chairman and~~ CEO (Assisted by the Senior Vice President, Human Resources and other Company staff members)	•	Conducts performance reviews for the other NEOs and makes recommendations to the Compensation Committee with respect to compensation of Senior Management other than himself.
	•	Provides recommendations on the development of and succession planning for the members of Senior Management other ~~NEOs’, Senior Vice Presidents’ and other Section 16 officers’ compensation.~~ ~~• Oversees the compilation of market data by Human Resources, which is reviewed by the Compensation Committee.~~than himself.


Named Executive Officer	Performance Units (#)		Stock Options (#)		Restricted Stock Units (#)		LTI Equity Award Value Calculated by Towers Watson PHRA		2010 Towers Watson PHRA Value at Market 75^th Percentile		Difference vs. 75^th Percentile Over/(Under)(%)
Kevin W. Sharer		120,000		210,000		60,000	$	13,647,000	$	14,618,300		(7	)
Robert A. Bradway		42,000		73,500		21,000	$	4,776,450	$	4,506,600		6
Roger M. Perlmutter		31,500		55,125		15,800	$	3,584,833	$	3,720,750		(4	)
Jonathan M. Peacock		31,500		55,125		15,800	$	3,584,833	$	3,720,750		(4	)
Anthony C. Hooper(1)		n/a		n/a		n/a		n/a		n/a		n/a


Named Executive Officer	Performance Units ($)			Restricted Stock Units ($)			Total Equity Value Granted ($)			Market Median ($)			Difference vs. Market Median Over/ (Under) (%)
Robert A. Bradway		7,200,000			1,800,000			9,000,000			8,875,000			1.4
Anthony C. Hooper		2,400,000			600,000			3,000,000			3,754,503			(20.1	)
David W. Meline			⁽¹⁾			⁽¹⁾			⁽¹⁾			⁽¹⁾		n/a
Sean E. Harper		2,400,000			600,000			3,000,000			2,756,373			8.8
Madhavan Balachandran		2,240,000			560,000			2,800,000			2,839,588			(1.4	)
Michael A. Kelly		280,000	⁽²⁾		1,370,000	⁽²⁾		1,650,000	⁽²⁾		n/a			n/a
Jonathan M. Peacock		n/a	⁽³⁾		n/a	⁽³⁾		n/a	⁽³⁾			⁽³⁾		n/a


Performance Goals for the 2009-2011 Performance Period
Measures	Threshold	Target	Maximum	Actual Performance	Earned
2009 Revenue	$14.25 billion earns 0%	$15.00 billion earns 50%	$15.75 billion earns 62.5%	$14.642 billion	28.5%

2009 EPS	$4.40 earns 0%	$4.65 earns 50%	$4.90 earns 62.5%	$4.91	62.5%
Overall Percentage	0%	100%	125.0%		91.0%

Relative TSR Multiplier for the 2009-2011 Performance Period
Measure	Threshold	Target	Maximum	Actual	Multiplier
Relative TSR for 2009-2011 Performance Period	50% for a Company ranking of 11^th or below	100% for a Company ranking of 7^th through 10^th	160% for a Company ranking of 1^st	Ranking of 12^th	50%


Payout Percentage:
100%	+	2 X	(Amgen TSR (185.7%) – Peer Group Average TSR (125.8%)) = 150%⁽¹⁾


Named Executive Officer	Performance Units Value Granted (Target) ($)			Shares of our Common Stock Granted (#)			Shares of our Common Stock Earned⁽¹⁾ (#)
Robert A. Bradway		6,000,000			83,752			125,628
Anthony C. Hooper		2,480,000			34,617			51,925
David W. Meline			⁽²⁾			⁽²⁾			⁽²⁾
Sean E. Harper		2,480,000			34,617			51,925
Madhavan Balachandran		720,000			10,050			15,075
Michael A. Kelly⁽³⁾		405,312			4,800			7,200
Jonathan M. Peacock⁽⁴⁾		2,480,000			34,617			0


Named Executive Officer	2011 Amgen Target Annual Cash($)		Median Target Annual Cash($)(1)		Difference vs. Median Over/(Under)(%)
Kevin W. Sharer		4,497,500		4,500,000		(0.1	)
Robert A. Bradway(2)		2,056,000		1,956,435		5.1
Roger M. Perlmutter		1,774,800		1,852,500		(4.2	)
Jonathan M. Peacock(3)		1,512,000		1,798,730		(15.9	)


Named Executive Officer	Target 2011 Award($)		Actual 2011 Award($)
Kevin W. Sharer		2,684,365		4,882,000
Robert A. Bradway		1,022,615		1,860,000
Roger M. Perlmutter		784,646		1,427,000
Jonathan M. Peacock		665,846		1,211,000
Anthony C. Hooper(1)		108,154		196,000


Named Executive Officer	2010 Base Salary($)		Increase(%)		2011 Base Salary($)
Kevin W. Sharer		1,750,000		2.8		1,799,000
Robert A. Bradway		1,000,000		2.8		1,028,000
Roger M. Perlmutter		959,000		2.8		986,000
Jonathan M. Peacock		800,000		5.0		840,000


Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		Nonqualified Deferred Compensation Earnings ($)(6)		All Other Compensation ($)(7)		Total ($)
							Performance Units and Restricted Stock Units		Stock Options		EIP/GMIP

Kevin W. Sharer		2011		1,791,462		0		8,994,000		2,382,429		4,882,000		0		800,420		18,850,311
Chairman of the Board and Chief Executive Officer		2010 2009		1,748,846 1,682,308		0 0		8,306,025 4,418,324		6,691,367 4,663,347		3,635,000 3,790,000		0 0		756,895 791,738		21,138,133 15,345,717

Robert A. Bradway		2011		1,023,692		0		3,147,900		833,850		1,860,000		0		259,522		7,124,964
President and Chief Operating Officer		2010 2009		971,204 883,096		0 0		2,541,180 1,444,308		2,668,143 1,530,161		1,340,000 1,060,000		0 0		251,216 224,940		7,771,743 5,142,505

Roger M. Perlmutter		2011		981,846		0		2,363,499		625,388		1,427,000		101,360		268,510		5,767,603
Executive Vice President, Research and Development		2010 2009		958,904 934,235		0 0		2,190,600 1,444,308		1,764,756 1,530,161		1,065,000 1,125,000		61,251 41,879		270,827 266,986		6,311,338 5,342,569

Jonathan M. Peacock(8)		2011		833,846		0		2,363,499		625,388		1,211,000		0		245,158		5,278,891
Executive Vice President and Chief Financial Officer		2010		270,769		1,000,000		5,727,000		3,314,483		267,000		0		371,942		10,951,194

Anthony C. Hooper(9)		2011		171,731		3,050,045		8,464,614		0		196,000		0		174,822		12,057,212
Executive Vice President, Global Commercial Operations


Performance Goals for the 2010-2012 Performance Period
Measures	Threshold (earns 0%)	Target (earns 50%)	Maximum (earns 62.5%)	Earned (%)
2010 Revenue, as adjusted(1)	$14.352 billion	$15.102 billion	$15.852 billion	$15.053 billion 46.7%

2010 EPS(2)	$4.74	$4.99	$5.24	$5.21 61.1%
Overall Percentage	0%	100%	125.0%	107.8%


Name	Units Granted on October 27, 2011 (a)		Units Granted on April 25, 2011 (b)		Units Granted on October 28, 2010 (c)		Units Granted on April 26, 2010 (c)		Units Granted on April 28, 2009 (d)		Units Granted on April 29, 2008 (e)
Kevin W. Sharer		0		60,000		0		34,125		18,500		9,250
Robert A. Bradway		0		21,000		0		13,500		6,000		3,000
Roger M. Perlmutter		0		15,800		0		9,000		6,000		3,000
Jonathan M. Peacock		0		15,800		75,000		0		0		0
Anthony C. Hooper		45,238		0		0		0		0		0


	Granted on
Name	October 30, 2014^(a)		August 1, 2014^(b)		April 25, 2014^(a)		January 31, 2014^(a)		April 26, 2013^(a)		January 28, 2013^(c)		July 31, 2012^(c)		April 27, 2012^(c)		October 27, 2011^(d)		April 25, 2011^(e)
Robert A. Bradway		0		0		0		15,409		0		19,383		0		14,746		0		7,140
Anthony C. Hooper		0		0		0		5,136		0		7,753		0		6,094		7,239		0
David W. Meline		0		54,596		0		0		0		0		0		0		0		0
Sean E. Harper		0		0		0		5,136		0		7,753		0		6,094		0		2,040
Madhavan Balachandran		0		0		0		4,793		0		7,753		18,659		1,770		0		1,530
Michael A. Kelly		1,862		0		636		4,280		804		0		0		845		0		508


	Stock Awards
Name	Number of Shares Acquired on Vesting(#)		Value Realized on Vesting($)(1)
Kevin W. Sharer		29,875		1,676,229
Robert A. Bradway		10,500		587,985
Roger M. Perlmutter		9,000		505,950
Jonathan M. Peacock		25,000		1,451,500
Anthony C. Hooper		0		0

~~Relative TSR Multiplier for 2010-2012 Performance Period~~

~~Measure~~

~~Threshold~~

~~Target~~

~~Maximum~~

~~Relative TSR~~
~~Among the Company and Comparator Group~~
~~Companies~~

~~50% for a Company ranking of 10~~^th ~~through 14~~^th

~~100% for a Company ranking of 6~~^th ~~through 9~~^th

~~160% for a~~
~~Company ranking of 1~~^st