EXHIBIT 99.1
Filed by Amgen Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the Securities Act of 1934
Subject Company: Amgen Inc.
Commission File No. 000-12477
Amgen Inc.
Registration Statement on Form S-4
Registration No. 333-123293
Amgen Inc.
Condensed Consolidated Statements of Operations — GAAP
(In millions, except per share data)
(Unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2005 | | | 2004 | |
Revenues: | | | | | | | | |
Product sales | | $ | 2,735 | | | $ | 2,208 | |
Other revenues | | | 98 | | | | 135 | |
| | | | | | |
Total revenues | | | 2,833 | | | | 2,343 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Cost of sales (excludes amortization of acquired intangible assets presented below) | | | 489 | | | | 373 | |
Research and development | | | 524 | | | | 441 | |
Selling, general and administrative | | | 577 | | | | 517 | |
Amortization of intangible assets | | | 87 | | | | 84 | |
| | | | | | |
Total operating expenses | | | 1,677 | | | | 1,415 | |
| | | | | | | | |
Operating income | | | 1,156 | | | | 928 | |
| | | | | | | | |
Interest and other (expense)/income, net | | | (10 | ) | | | 21 | |
| | | | | | |
| | | | | | | | |
Income before income taxes | | | 1,146 | | | | 949 | |
| | | | | | | | |
Provision for income taxes | | | 292 | | | | 259 | |
| | | | | | |
| | | | | | | | |
Net income | | $ | 854 | | | $ | 690 | |
| | | | | | |
| | | | | | | | |
Earnings per share: | | | | | | | | |
Basic | | $ | 0.68 | | | $ | 0.54 | |
Diluted(1) | | $ | 0.67 | | | $ | 0.52 | |
| | | | | | | | |
Shares used in calculation of earnings per share: | | | | | | | | |
Basic | | | 1,249 | | | | 1,279 | |
Diluted(1) | | | 1,290 | | | | 1,332 | |
(1) | The following table presents the computations for diluted earnings per share computed under the treasury stock and the “if-converted” methods: |
| | | | | | | | |
| | Three Months Ended | |
| | March 31, 2005 | |
| | 2005 | | | 2004 | |
Income (Numerator): | | | | | | | | |
Net income for basic EPS | | $ | 854 | | | $ | 690 | |
Adjustment for interest expense on Convertible Notes, net of tax | | | 5 | | | | 5 | |
| | | | | | |
Net income for diluted EPS, after assumed conversion of Convertible Notes | | $ | 859 | | | $ | 695 | |
| | | | | | |
| | | | | | | | |
Shares (Denominator): | | | | | | | | |
Weighted-average shares for basic EPS | | | 1,249 | | | | 1,279 | |
Effect of Dilutive Securities | | | 11 | | | | 18 | |
Effect of Convertible Notes, after assumed conversion of Convertible Notes | | | 30 | | | | 35 | |
| | | | | | |
Weighted-average shares for diluted EPS | | | 1,290 | | | | 1,332 | |
| | | | | | |
| | | | | | | | |
Diluted earnings per share | | $ | 0.67 | | | $ | 0.52 | |
| | | | | | |
Amgen Inc.
Product Sales Detail by Product and Geographic Region
(In millions)
(Unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2005 | | | 2004 | |
EPOGEN® — U.S. | | $ | 583 | | | $ | 590 | |
Aranesp® — U.S. | | | 447 | | | | 330 | |
Aranesp® — International | | | 276 | | | | 213 | |
Neulasta® — U.S. | | | 416 | | | | 336 | |
Neulasta® — International | | | 85 | | | | 59 | |
NEUPOGEN® — U.S. | | | 182 | | | | 172 | |
NEUPOGEN® — International | | | 112 | | | | 97 | |
ENBREL® — U.S. | | | 570 | | | | 382 | |
ENBREL® — International | | | 22 | | | | 15 | |
Other product sales — U.S. | | | 33 | | | | 8 | |
Other product sales — International | | | 9 | | | | 6 | |
| | | | | | |
Total product sales | | $ | 2,735 | | | $ | 2,208 | |
| | | | | | |
U.S. | | $ | 2,231 | | | $ | 1,818 | |
International | | | 504 | | | | 390 | |
| | | | | | |
| | $ | 2,735 | | | $ | 2,208 | |
| | | | | | |
Amgen Inc.
Condensed Consolidated Balance Sheets — GAAP
(In millions)
(Unaudited)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2005 | | | 2004 | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and marketable securities | | $ | 4,035 | | | $ | 5,808 | |
Trade receivables, net | | | 1,584 | | | | 1,461 | |
Inventories | | | 932 | | | | 888 | |
Other current assets | | | 873 | | | | 1,013 | |
| | | | | | |
Total current assets | | | 7,424 | | | | 9,170 | |
Property, plant, and equipment, net | | | 4,790 | | | | 4,712 | |
Intangible assets, net | | | 3,965 | | | | 4,033 | |
Goodwill | | | 10,519 | | | | 10,525 | |
Other assets | | | 722 | | | | 781 | |
| | | | | | |
Total assets | | $ | 27,420 | | | $ | 29,221 | |
| | | | | | |
| | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 3,034 | | | $ | 2,984 | |
Convertible notes | | | 1,744 | (2) | | | 1,173 | (1) |
| | | | | | |
Total current liabilities | | | 4,778 | | | | 4,157 | |
Deferred tax liabilities | | | 1,280 | | | | 1,294 | |
Convertible notes | | | — | | | | 1,739 | (2) |
Other long-term debt | | | 2,198 | | | | 2,198 | |
Other non-current liabilities | | | 124 | | | | 128 | |
Stockholders’ equity | | | 19,040 | | | | 19,705 | |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 27,420 | | | $ | 29,221 | |
| | | | | | |
| | | | | | | | |
Shares outstanding | | | 1,237 | | | | 1,260 | |
(1) | On March 2, 2005, as a result of certain holders of the Convertible Notes exercising their March 1, 2005 put option, the Company repurchased $1,175 million, or approximately 40%, of the outstanding Convertible Notes at their then-accreted value for cash. Accordingly the Convertible Notes repurchased were classified as current liabilities. |
|
(2) | Holders of the remaining outstanding Convertible Notes may require the Company to purchase all or a portion of the notes on specific dates as early as March 1, 2006 at the original issuance price plus accrued original issue discount through the purchase date. Accordingly, as of March 31, 2005, the Convertible Notes have been reclassified from long-term debt to current liabilities. |