UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-12477
AMGEN INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3540776
- ----------------------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Amgen Center Drive, Thousand Oaks, California 91320-1799
- ----------------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 447-1000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
As of March 31, 2002, the registrant had 1,038,989,468 shares of Common
Stock, $0.0001 par value, outstanding.
AMGEN INC.
INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ............................. 3
Condensed Consolidated Statements of
Operations - three months ended
March 31, 2002 and 2001 ............................... 4
Condensed Consolidated Balance Sheets -
March 31, 2002 and December 31, 2001 .................. 5
Condensed Consolidated Statements of
Cash Flows - three months ended
March 31, 2002 and 2001 ............................... 6
Notes to Condensed Consolidated Financial
Statements ............................................ 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations ....................................... 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings ................................ 20
Item 6. Exhibits and Reports on Form 8-K ................. 21
Signatures ................................................ 22
Index to Exhibits ......................................... 23
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The information in this report for the three months ended March 31, 2002
and 2001 is unaudited but includes all adjustments (consisting only of normal
recurring accruals, unless otherwise indicated) which Amgen Inc. ("Amgen" or the
"Company") considers necessary for a fair presentation of the results of
operations for those periods.
The condensed consolidated financial statements should be read in
conjunction with the Company's financial statements and the notes thereto
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
Interim results are not necessarily indicative of results for the full
fiscal year.
3
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Three Months Ended
March 31,
2002 2001
----------- -----------
Revenues:
Product sales $ 908.6 $ 798.4
Corporate partner revenues 31.5 51.1
Royalty income 68.4 52.1
----------- -----------
Total revenues 1,008.5 901.6
----------- -----------
Operating expenses:
Cost of sales 103.6 89.4
Research and development 203.4 206.7
Selling, general and administrative 245.8 196.2
Earnings of affiliates, net (1.7) (7.2)
----------- -----------
Total operating expenses 551.1 485.1
----------- -----------
Operating income 457.4 416.5
Other income (expense):
Interest and other income, net 43.7 49.1
Interest expense, net (7.0) (4.3)
----------- -----------
Total other income 36.7 44.8
----------- -----------
Income before income taxes 494.1 461.3
Provision for income taxes 153.2 156.4
----------- -----------
Net income $ 340.9 $ 304.9
=========== ===========
Earnings per share:
Basic $ 0.33 $ 0.29
Diluted $ 0.32 $ 0.28
Shares used in calculation of earnings per share:
Basic 1,043.6 1,041.1
Diluted 1,085.6 1,086.2
See accompanying notes.
4
AMGEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)
March 31, December 31,
2002 2001
----------- -----------
ASSETS
------
Current assets:
Cash and cash equivalents $ 2,981.2 $ 689.1
Marketable securities 2,193.3 1,973.1
Trade receivables, net 525.1 497.2
Inventories 371.6 355.6
Other current assets 334.8 343.6
----------- ----------
Total current assets 6,406.0 3,858.6
Property, plant, and equipment at cost, net 1,967.9 1,946.1
Other assets 691.0 638.4
----------- ----------
$ 9,064.9 $ 6,443.1
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 106.1 $ 136.7
Commercial paper 99.9 99.9
Accrued liabilities 862.2 766.3
----------- ----------
Total current liabilities 1,068.2 1,002.9
Long-term debt 3,046.9 223.0
Stockholders' equity:
Preferred stock; $0.0001 par value; 5.0 shares
authorized; none issued or outstanding - -
Common stock and additional paid-in capital;
$0.0001 par value; 2,750.0 shares authorized;
outstanding - 1,039.0 shares in 2002 and
1,045.8 shares in 2001 3,606.1 3,474.1
Retained earnings 1,312.4 1,686.8
Accumulated other comprehensive income 31.3 56.3
----------- ----------
Total stockholders' equity 4,949.8 5,217.2
----------- ----------
$ 9,064.9 $ 6,443.1
=========== ==========
See accompanying notes.
5
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Three Months Ended
March 31,
2002 2001
----------- ----------
Cash flows from operating activities:
Net income $ 340.9 $ 304.9
Depreciation and amortization 60.7 59.9
Tax benefits related to employee stock options 51.2 72.0
Gain on equity investments (4.8) (12.4)
Other non-cash expenses 4.5 -
Earnings of affiliates, net (1.7) (7.2)
Cash provided by (used in):
Trade receivables, net (27.9) (42.5)
Inventories (16.0) (47.0)
Other current assets 24.7 30.2
Accounts payable (30.6) (46.3)
Accrued liabilities 85.9 3.8
----------- ----------
Net cash provided by operating activities 486.9 315.4
----------- ----------
Cash flows from investing activities:
Purchases of property, plant, and equipment (82.0) (86.9)
Proceeds from maturities of marketable securities 187.6 -
Proceeds from sales of marketable securities - 138.6
Purchases of marketable securities (429.5) (129.0)
Other 8.4 21.7
----------- ----------
Net cash used in investing activities (315.5) (55.6)
----------- ----------
Cash flows from financing activities:
Net proceeds from issuance of common stock upon the
exercise of employee stock options and in
connection with an employee stock purchase plan 79.5 74.8
Issuance of zero-coupon convertible notes, net
of issuance costs 2,764.7 -
Repurchases of common stock (715.3) (75.9)
Other (8.2) (6.3)
----------- ----------
Net cash provided by (used in) financing activities 2,120.7 (7.4)
----------- ----------
Increase in cash and cash equivalents 2,292.1 252.4
Cash and cash equivalents at beginning of period 689.1 226.5
----------- ----------
Cash and cash equivalents at end of period $ 2,981.2 $ 478.9
=========== ==========
See accompanying notes.
6
AMGEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
1. Summary of significant accounting policies
Business
Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company
that discovers, develops, manufactures, and markets human therapeutics based on
advances in cellular and molecular biology.
Principles of consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries as well as affiliated companies in which the
Company has a controlling financial interest and exercises control over their
operations ("majority controlled affiliates"). All material intercompany
transactions and balances have been eliminated in consolidation. Investments in
affiliated companies which are 50% or less owned and where the Company exercises
significant influence over operations are accounted for using the equity method.
All other equity investments are accounted for under the cost method. The
caption "Earnings of affiliates, net" includes Amgen's equity in the operating
results of affiliated companies and the minority interest others hold in the
operating results of Amgen's majority controlled affiliates.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
in a manner which approximates the first-in, first-out (FIFO) method.
Inventories consist of raw materials, work in process, and finished goods for
currently marketed products and product candidates awaiting regulatory approval
which the Company expects to commercialize. As of March 31, 2002, no inventory
was capitalized related to such product candidates. The inventory balance of
such product candidates totaled $8.8 million as of December 31, 2001.
Inventories are shown net of applicable reserves and allowances. Inventories
consisted of the following (in millions):
March 31, December 31,
2002 2001
---------- ------------
Raw materials $ 28.7 $ 21.9
Work in process 249.8 266.7
Finished goods 93.1 67.0
---------- ------------
$ 371.6 $ 355.6
========== ============
7
Product sales
Product sales primarily consist of sales of EPOGEN(R) (Epoetin alfa),
Aranesp(TM) (darbepoetin alfa), and NEUPOGEN(R) (Filgrastim).
The Company has the exclusive right to sell Epoetin alfa for dialysis,
certain diagnostics and all non-human, non-research uses in the United States.
The Company sells Epoetin alfa under the brand name EPOGEN(R). Amgen has granted
to Ortho Pharmaceutical Corporation (which has assigned its rights under the
product license agreement to Ortho Biotech Products, L.P.), a subsidiary of
Johnson & Johnson ("Johnson & Johnson"), a license relating to Epoetin alfa for
sales in the United States for all human uses except dialysis and diagnostics.
Pursuant to this license, the Company and Johnson & Johnson are required to
compensate each other for Epoetin alfa sales that either party makes into the
other party's exclusive market, sometimes referred to as "spillover" sales.
Accordingly, Amgen does not recognize product sales it makes into the exclusive
market of Johnson & Johnson and does recognize the product sales made by Johnson
& Johnson into Amgen's exclusive market. Sales in Amgen's exclusive market are
derived from the Company's sales to its customers, as adjusted for any spillover
sales. The Company is employing an arbitrated audit methodology to measure each
party's spillover sales based on estimates of and subsequent adjustments thereto
of third-party data on shipments to end users and their usage. Sales of the
Company's other products are recognized when shipped and title has passed.
Derivative instruments
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended,
requires companies to recognize all of its derivative instruments as either
assets or liabilities in the balance sheet at fair value. The accounting for
changes in the fair value (i.e., unrealized gains or losses) of a derivative
instrument depends on whether it has been designated and qualifies as part of a
hedging relationship and further, on the type of hedging relationship.
Derivatives that are not hedges must be adjusted to fair value through current
earnings.
To protect against possible changes in values of certain anticipated
foreign currency cash flows, primarily resulting from sales outside the U.S.,
the Company enters into foreign currency forward contracts which qualify and are
designated as cash flow hedges. These foreign currency forward contracts cover
anticipated foreign currency cash flows for up to the succeeding twelve months.
No portions of these foreign currency forward contracts are excluded from the
assessment of hedge effectiveness, and there are no ineffective portions of
these hedging instruments. The gains and losses on these forward contracts are
reported as a component of other comprehensive income and reclassified into
interest and other income, net in the same periods during which the hedged
transactions affect earnings. At March 31, 2002, amounts in accumulated other
comprehensive income related to cash flow hedges were not material.
To protect against possible reductions in value of certain of its
available-for-sale marketable equity securities, the Company entered into equity
forward contracts during 2001 which qualify and are designated as fair value
hedges. The gains and losses on these forward contracts as well as the
offsetting losses and gains on the hedged equity securities are recognized in
interest and other income, net in the current period. During the three months
ended March 31, 2002, gains and losses on the portions of these forwards
excluded from the assessment of hedge effectiveness and the ineffective portions
of these hedging instruments were not material. In addition, to protect against
8
possible reductions in value of certain available-for-sale fixed income
investments, the Company entered into interest rate swap agreements during 2001
which qualify and are designated as fair value hedges. The terms of the interest
rate swap agreements correspond to the related hedged investments. As a result,
there is no hedge ineffectiveness. During the three months ended March 31, 2002,
gains and losses on these interest rate swap agreements were fully offset by the
losses and gains on the hedged investments.
The Company has additional foreign currency forward contracts to reduce
exposures to foreign currency fluctuations of certain assets and liabilities
denominated in foreign currencies. However, these contracts have not been
designated as hedges under SFAS No. 133. Accordingly, gains and losses on these
foreign currency forward contracts are recognized in interest and other income,
net in the current period. During the three months ended March 31, 2002, gains
and losses on these foreign currency forward contracts were not material.
Employee stock option and stock purchase plans
The Company's employee stock option and stock purchase plans are
accounted for under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees".
Earnings per share
Basic earnings per share is based upon the weighted-average number of
common shares outstanding. Diluted earnings per share is based upon the
weighted-average number of common shares and dilutive potential common shares
outstanding. Dilutive potential common shares are: 1) outstanding options under
the Company's employee stock option plans, 2) potential issuances of stock under
the employee stock purchase plan, and 3) restricted stock (collectively
"Dilutive Securities") which are included under the treasury stock method, and
4) common shares to be issued under the assumed conversion of outstanding
30-year, zero-coupon senior convertible notes which are included under the
if-converted method (see Footnote 4, "Convertible Notes").
9
The following table sets forth the computation for basic and diluted
earnings per share (in millions, except per share information):
Three Months Ended
March 31,
2002 2001
---------- ----------
Income (Numerator):
Net income for basic EPS $ 340.9 $ 304.9
Adjustment for interest expense on
Convertible Notes, net of tax 1.7 -
---------- ----------
Income for diluted EPS, after assumed
conversion of Convertible Notes $ 342.6 $ 304.9
========== ==========
Shares (Denominator):
Weighted-average shares for basic EPS 1,043.6 1,041.1
Effect of Dilutive Securities 30.1 45.1
Effect of Convertible Notes 11.9 -
---------- ----------
Adjusted weighted-average shares for
diluted EPS 1,085.6 1,086.2
========== ==========
Basic earnings per share $ 0.33 $ 0.29
Diluted earnings per share $ 0.32 $ 0.28
Recent accounting pronouncements
The Company adopted SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets" on January 1, 2002, and the adoption
of these standards has not had a material effect on the Company's financial
statements. Under the new rules, goodwill is no longer amortized, but will be
subject to annual impairment tests in accordance with the statements. Other
intangible assets will continue to be amortized over their estimated useful
lives.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results may differ from those
estimates.
Basis of presentation
The financial information for the three months ended March 31, 2002 and
2001 is unaudited but includes all adjustments (consisting only of normal
recurring accruals, unless otherwise indicated) which the Company considers
necessary for a fair presentation of the results of operations for these
periods. Interim results are not necessarily indicative of results for the full
fiscal year.
10
2. Stockholders' equity
The Company has a stock repurchase program primarily to reduce the dilutive
effect of its employee stock option and stock purchase plans. Stock repurchased
under the program is intended to be retired. During the three months ended March
31, 2002, the Company repurchased 12.5 million shares of its common stock at a
total cost of $715.3 million under its common stock repurchase program,
including 11.3 million shares of common stock repurchased simultaneously with
the issuance of 30-year, zero-coupon convertible senior notes at a total cost of
$650 million (see Footnote 4, "Convertible Notes"). In December 2000, the Board
of Directors authorized the Company to repurchase up to $2.0 billion of common
stock between January 1, 2001 and December 31, 2002. As of March 31, 2002,
$547.2 million was available for stock repurchases through December 31, 2002.
3. Other comprehensive income
SFAS No. 130, "Reporting Comprehensive Income", requires unrealized gains
and losses on the Company's available-for-sale securities and foreign currency
forward contracts which qualify and are designated as cash flow hedges, and
foreign currency translation adjustments to be included in other comprehensive
income. During the three months ended March 31, 2002 and 2001, total
comprehensive income was $315.9 million and $264.6 million, respectively.
4. Convertible Notes
On March 1, 2002, the Company issued $3.95 billion in aggregate face amount
at maturity ($1,000 face amount per note) of 30-year, zero-coupon convertible
senior notes (the "Convertible Notes") with a yield to maturity of 1.125%. The
gross proceeds from the offering were approximately $2.82 billion (a $714.23 per
note original issue price). The original issue discount of $1.13 billion (or
$285.77 per note) is being accreted to interest expense over the life of the
Convertible Notes using the effective interest method. Debt issuance costs were
approximately $56.5 million and are being amortized on a straight-line basis
over the life of the notes.
Holders of the Convertible Notes may convert each of their notes into
8.8601 shares of common stock of the Company (the "conversion rate") at any time
on or before the maturity date, or approximately 35.0 million shares in the
aggregate. The conversion price per share as of any day will equal the original
issuance price plus the accrued original issue discount to that day, divided by
the conversion rate. The holders of the Convertible Notes may require the
Company to purchase all or a portion of their notes on March 1, 2005, March 1,
2007, March 1, 2012, and March 1, 2017 at a price equal to the original issuance
price plus the accrued original issue discount to the purchase dates. The
Company may choose to pay the purchase price in cash and/or shares of common
stock.
The Company may redeem all or a portion of the Convertible Notes for cash
at any time on or after March 1, 2007 at the original issuance price plus
accrued original discount as of the redemption date. In addition, the Company
will pay contingent cash interest during any six-month period commencing on or
after March 2, 2007 if the average market price of a note for a five trading day
measurement period preceding the applicable six-month period equals 120% or more
of the sum of the original issuance price and accrued original issue discount
for such note. The contingent cash interest in respect of any quarterly period
will equal the greater of 1) the amount of regular cash dividends paid by the
Company per share multiplied by the number of shares of common stock
11
deliverable upon conversion of the Convertible Notes at the then applicable
conversion rate or 2) 0.0625% of the average market price of a note for a five
trading day measurement period preceding the applicable six-month period
provided, that if the Company does not pay cash dividends during a semiannual
period it will pay contingent interest semiannually at a rate of 0.125% of the
average market price of a note for a five trading day measurement period.
5. Proposed merger with Immunex
The Company executed a definitive agreement, dated December 16, 2001, to
acquire Immunex Corporation ("Immunex") in a transaction to be accounted for as
a purchase. Immunex is a biopharmaceutical company dedicated to developing
immune system science to protect human health. Under the terms of the
agreement, each share of Immunex common stock outstanding at the closing of the
merger, other than shares as to which dissenters' rights have been validly
exercised, will be converted into the right to receive 0.44 of a share of Amgen
common stock and $4.50 cash. In addition, at the closing of the merger each
option outstanding to purchase a share of Immunex common stock will be assumed
by Amgen and exchanged into an option to purchase Amgen common stock based on
the terms of the merger agreement. The estimated purchase price is approximately
$17.7 billion, which includes the cash portion of the merger consideration, the
estimated fair values of Amgen stock issued and options to be exchanged, and the
estimated direct transaction costs. The final purchase price will be determined
based upon the number of Immunex shares and options outstanding at the closing
date. The transaction is expected to close as early as June 2002, subject to
approval by shareholders of both companies, customary regulatory approvals, as
well as other customary closing conditions.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Proposed Merger with Immunex
The Company executed a definitive agreement, dated December 16, 2001, to
acquire Immunex Corporation ("Immunex") in a transaction to be accounted for as
a purchase. Immunex is a biopharmaceutical company dedicated to developing
immune system science to protect human health. Under the terms of the agreement,
each share of Immunex common stock outstanding at the closing of the merger,
other than shares as to which dissenters' rights have been validly exercised,
will be converted into the right to receive 0.44 of a share of Amgen common
stock and $4.50 cash. In addition, at the closing of the merger each option
outstanding to purchase a share of Immunex common stock will be assumed by Amgen
and exchanged into an option to purchase Amgen common stock based on the terms
of the merger agreement. The estimated purchase price is approximately $17.7
billion, which includes the cash portion of the merger consideration of $2.5
billion, the estimated fair values of Amgen stock issued and options to be
exchanged, and the estimated direct transaction costs. The final purchase price
will be determined based upon the number of Immunex shares and options
outstanding at the closing date. The transaction is expected to close as early
as June 2002, subject to approval by shareholders of both companies, customary
regulatory approvals, as well as other customary closing conditions. More
information about this transaction is available in Amgen's Registration
Statement on Form S-4 filed with the SEC on January 31, 2002, as amended by
Amendment No. 1 to the Registration Statement filed with the SEC on March 22,
2002, which is incorporated herein by reference. Unless otherwise indicated, the
discussions in this report relate to Amgen as a stand-alone entity and do not
reflect the impact of the proposed merger with Immunex.
Liquidity and Capital Resources
The Company had cash, cash equivalents, and marketable securities of
$5,174.5 million at March 31, 2002, compared with $2,662.2 million at December
31, 2001. Cash provided by operating activities has been and is expected to
continue to be the Company's primary recurring source of funds. During the three
months ended March 31, 2002, operations provided $486.9 million of cash compared
with $315.4 million during the same period last year.
Capital expenditures totaled $82.0 million for the three months ended March
31, 2002, compared with $86.9 million for the same period a year ago. The
Company anticipates spending approximately $450 million to $550 million in 2002
on capital projects and equipment to expand its global operations.
The Company receives cash from the exercise of employee stock options and
proceeds from the sale of stock by Amgen pursuant to the employee stock purchase
plan. During the three months ended March 31, 2002, employee stock option
exercises and proceeds from the sale of stock by Amgen pursuant to the employee
stock purchase plan provided $79.5 million of cash compared with $74.8 million
for the same period last year. Proceeds from the exercise of employee stock
options will vary from period to period based upon, among other factors,
fluctuations in the market value of the Company's stock relative to the exercise
price of such options.
13
The Company has a stock repurchase program primarily to reduce the dilutive
effect of its employee stock option and stock purchase plans. During the three
months ended March 31, 2002, the Company purchased 12.5 million shares of its
common stock at a total cost of $715.3 million compared with 1.5 million shares
purchased at a cost of $75.9 million during the same period last year. Stock
repurchased during the three months ended March 31, 2002 includes 11.3 million
shares of common stock repurchased simultaneously with the issuance of the
30-year, zero-coupon convertible senior notes (the "Convertible Notes",
discussed below) at a total cost of $650 million. In December 2000, the Board of
Directors authorized the Company to repurchase up to $2.0 billion of common
stock between January 1, 2001 and December 31, 2002. The amount the Company
spends on and the number of shares repurchased each quarter varies based on a
variety of factors, including the stock price and blackout periods in which the
Company is restricted from repurchasing shares. As of March 31, 2002, $547.2
million was available for stock repurchases through December 31, 2002.
On March 1, 2002, the Company issued $3.95 billion in aggregate face amount
at maturity of Convertible Notes with a yield to maturity of 1.125%. The gross
proceeds from the offering were approximately $2.82 billion. The original issue
discount of $1.13 billion is being accreted to interest expense over the life of
the Convertible Notes using the effective interest method. Debt issuance costs
were approximately $56.5 million and are being amortized on a straight-line
basis over the life of the notes. The remainder of the proceeds will be used for
general corporate purposes, including acquisitions, additional share
repurchases, capital expenditures, and working capital.
To provide for financial flexibility and increased liquidity, the Company
has established several other sources of debt financing. As of March 31, 2002,
the Company had $223 million of unsecured long-term debt securities outstanding.
These unsecured long-term debt securities consisted of: 1) $100 million of debt
securities that bear interest at a fixed rate of 6.5% and mature in 2007 under a
$500 million debt shelf registration (the "Shelf"), 2) $100 million of debt
securities that bear interest at a fixed rate of 8.1% and mature in 2097, and 3)
$23 million of debt securities that bear interest at a fixed rate of 6.2% and
mature in 2003. As of March 31, 2002, the Company's outstanding long-term debt
was rated A2 by Moody's and A by Standard & Poor's. Under the Shelf, all of the
remaining $400 million of debt securities available for issuance may be offered
under the Company's medium-term note program with terms to be determined by
market conditions.
The Company's sources of debt financing also include a commercial paper
program which provides for unsecured short-term borrowings up to an aggregate
face amount of $200 million. As of March 31, 2002, commercial paper with a face
amount of $100 million was outstanding. These borrowings had maturities of less
than one month and had effective interest rates averaging 1.9%. In addition, the
Company has an unsecured $150 million committed credit facility with five
participating banking institutions that expires on May 28, 2003. This credit
facility supports the Company's commercial paper program. As of March 31, 2002,
no amounts were outstanding under this line of credit.
The primary objectives for the Company's fixed income investment portfolio
are liquidity and safety of principal. Investments are made to achieve the
highest rate of return to the Company, consistent with these two objectives. The
Company's investment policy limits investments to certain types of instruments
issued by institutions with investment grade credit ratings and places
restrictions on maturities and concentration by type and issuer.
The Company believes that existing funds, cash generated from operations,
and existing sources of debt financing are adequate to satisfy its working
capital and capital expenditure
14
requirements for the foreseeable future, as well as to support its stock
repurchase program and the proposed acquisition of Immunex (see "Proposed Merger
with Immunex"). However, the Company may raise additional capital from time to
time.
Results of Operations
Product sales
Product sales primarily consist of sales of EPOGEN(R) (Epoetin alfa),
Aranesp(TM) (darbepoetin alfa), and NEUPOGEN(R) (Filgrastim). For the three
months ended March 31, 2002, product sales were $908.6 million, an increase of
$110.2 or 14% over the same period last year. Quarterly product sales are
influenced by a number of factors, including underlying demand, wholesaler
inventory management practices, and foreign exchange effects.
EPOGEN(R) (Epoetin alfa)/Aranesp(TM) (darbepoetin alfa)
In 2001, the Company received approval to market Aranesp(TM) in the
U.S. (September 2001), most countries in the European Union ("EU"), Australia,
and New Zealand for the treatment of anemia associated with chronic renal
failure, including patients on dialysis and patients not on dialysis. As a
result of the timing of these launches, there were no Aranesp(TM) sales in the
first quarter of 2001.
Combined EPOGEN(R) and Aranesp(TM) sales were $551.4 million for the
three months ended March 31, 2002, an increase of $48.3 million or 10% over
EPOGEN(R) sales in the same period last year. This increase was primarily due to
Aranesp(TM) sales. Worldwide Aranesp(TM) sales were $39.2 million in the
quarter. EPOGEN(R) sales for the three months ended March 31, 2002 were $512.2
million, an increase of $9.1 million or 2% over the same period last year. The
Company believes that EPOGEN(R) demand decreased slightly in the quarter due to
inventory drawdowns at the end-user.
NEUPOGEN(R) (Filgrastim)
Worldwide NEUPOGEN(R) sales were $355.0 million for the three months
ended March 31, 2002, an increase of $61.0 million or 21% over the same period
last year. This increase was primarily due to increased worldwide demand, which
includes the effect of higher prices in the U.S., and to a lesser extent,
wholesaler inventory changes. The Company believes that NEUPOGEN(R) demand for
the quarter approximated low-double digits.
Corporate partner revenues
Corporate partner revenues were $31.5 million for the three months
ended March 31, 2002, a decrease of $19.6 million or 38% from the same period
last year. This decrease was due to lower revenues earned from Kirin-Amgen, Inc.
primarily related to the Aranesp(TM) development program.
15
Royalty income
Royalty income was $68.4 million for the three months ended March 31,
2002, an increase of $16.3 million or 31% over the same period last year. This
increase was primarily due to higher royalties from Johnson & Johnson relating
to their sales of Epoetin alfa.
Cost of sales
Cost of sales as a percentage of product sales was 11.4% and 11.2% for
the three months ended March 31, 2002 and 2001, respectively. This increase was
primarily due to the impact of higher manufacturing costs for the Company's
recently launched products.
Research and development
During the three months ended March 31, 2002, research and development
expenses decreased $3.3 million or 2% from the same period last year. This
decrease was primarily due to slightly lower outside research and development
costs, partially offset by higher staff-related costs necessary to support
ongoing research and product development activities.
Selling, general and administrative
During the three months ended March 31, 2002, selling, general and
administrative ("SG&A") expenses increased $49.6 million or 25% over the same
period last year. This increase was primarily due to higher outside marketing
expenses and staff-related costs as the Company supports its products and new
product launches.
Interest and other income
During the three months ended March 31, 2002, interest and other income
decreased $5.4 million or 11% from the same period last year. This decrease was
primarily due to higher gains realized on the sale of equity investments in the
same period last year, as well as lower interest income generated from the
Company's investment portfolio as a result of lower average interest rates,
partially offset by higher average cash balances.
Income taxes
The Company's effective tax rate for the three months ended March 31,
2002 and 2001 was 31.0% and 33.9%, respectively. The Company's tax rate has
decreased primarily due to an increase in the amount of permanently reinvested
foreign earnings resulting from a restructuring of the Company's Puerto Rico
operations.
Financial Outlook
In the future, the Company expects the growth of its anemia business to
be driven primarily by Aranesp(TM) sales in new markets. The Company expects
growth in its U.S. dialysis business to come primarily from patient population
growth and inflation-related price increases. Patients receiving treatment for
end stage renal disease are covered primarily under medical programs provided by
the federal government. Therefore, EPOGEN(R) sales may also be affected by
future
16
changes in reimbursement rates or a change in the basis for reimbursement by the
federal government. Worldwide Aranesp(TM) sales may be dependent in part upon
such factors as the effects of competitive pressures, penetration of existing
and new market opportunities, and changes in foreign currency exchange rates. In
addition, worldwide Aranesp(TM) sales may be affected by cost containment
pressures from governments and private insurers on health care providers, as
well as the availability of reimbursement by third-party payors including
governments and private insurance plans. Aranesp(TM) may compete with EPOGEN(R)
as health care providers in the U.S. may transition from administering EPOGEN(R)
to Aranesp(TM).
In January 2002, the Company received regulatory approval to market
Neulasta(TM), its new white blood cell booster, in the U.S. Neulasta(TM),
administered as a single fixed dose per chemotherapy cycle, is indicated for
decreasing the incidence of infection, as manifested by febrile neutropenia in
patients with non-myeloid malignancies receiving myelosuppressive anti-cancer
drugs associated with clinically significant incidence of febrile neutropenia.
The Company launched Neulasta(TM) in early April 2002.
Future NEUPOGEN(R)/Neulasta(TM) demand is dependent primarily upon
penetration of existing markets, inflation-related price increases, and the
effects of competitive products. Neulasta(TM) may compete with NEUPOGEN(R) as
health care providers in the U.S. may transition from administering NEUPOGEN(R)
to Neulasta(TM). NEUPOGEN(R) usage is expected to continue to be affected by
cost containment pressures from governments and private insurers on health care
providers worldwide. Neulasta(TM) usage is expected to be affected by similar
cost containment pressures from governments and private insurers on health care
providers. Reported NEUPOGEN(R) sales will continue to be affected by changes in
foreign currency exchange rates. In both domestic and foreign markets, sales of
NEUPOGEN(R) are dependent, in part, on the availability of reimbursement from
third-party payors such as governments (for example, Medicare and Medicaid
programs in the U.S.) and private insurance plans. In domestic markets, sales of
Neulasta(TM) are also dependent, in part, on the availability of reimbursement
from third-party payors such as governments and private insurance plans.
Therefore, NEUPOGEN(R)/Neulasta(TM) sales may also be affected by future changes
in reimbursement rates or changes in the bases for reimbursement. In addition,
chemotherapy treatments that are less myelosuppressive may require less
NEUPOGEN(R)/Neulasta(TM).
In November 2001, the Company received regulatory approval to market
Kineret(TM) (anakinra) in the U.S. for the reduction in signs and symptoms of
moderately to severely active rheumatoid arthritis in adult patients who have
failed one or more disease modifying antirheumatic drugs. In March 2002, the
Company received approval for Kineret(TM) in the EU for the treatment of the
signs and symptoms of rheumatoid arthritis in combination with methotrexate, in
patients with an inadequate response to methotrexate alone. Worldwide
Kineret(TM) sales may be dependent in part upon such factors as the effects of
competitive pressures, penetration of existing and new market opportunities, the
availability and extent of reimbursement by third-party payors including
governments and private insurance plans, and changes in foreign currency
exchange rates.
As a result of the recent product launches, including Neulasta(TM), the
Company is in the process of determining the appropriate level of additional
investment necessary to launch Neulasta(TM), for Aranesp(TM) marketing, and for
additional sales infrastructure to further support all of its new product
launches.
17
The Company is providing this information as of the filing date of this
Form 10-Q, and does not plan to update this information and expressly disclaims
any duty to update the information contained in this filing, except as required
by law.
Except for the historical information contained herein, the matters
discussed herein are by their nature forward-looking. Investors are cautioned
that forward-looking statements or projections made by the Company, including
those made in this document, are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. Reference is
made in particular to forward-looking statements regarding product sales,
expenses, liquidity, and the proposed merger with Immunex. Amgen operates in a
rapidly changing environment that involves a number of risks, some of which are
beyond the Company's control. Future operating results and the Company's stock
price may be affected by a number of factors, including, without limitation: (i)
the results of preclinical and clinical trials; (ii) regulatory approvals of
product candidates, new indications, and manufacturing facilities; (iii) health
care guidelines and policies relating to Amgen's products; (iv) reimbursement
for Amgen's products by governments and private payors; (v) intellectual
property matters (patents) and the results of litigation; (vi) competition;
(vii) fluctuations in operating results; and (viii) rapid growth of the Company.
The proposed merger with Immunex may fail to close or the terms of the merger
may need to be modified to achieve regulatory approval. Depending on the timing
of the merger, and other factors, Amgen may not realize all of the anticipated
benefits of the merger, including the anticipated synergies, cost savings, and
growth opportunities from integrating the businesses of Immunex with the
businesses of Amgen. Additionally, the value of the Amgen common stock to be
issued to the Immunex shareholders in connection with the merger will fluctuate.
These factors and others are discussed herein and in Exhibit 99 filed with this
report titled "Factors That May Affect Amgen" and incorporated herein by
reference.
Summary of Critical Accounting Policies
EPOGEN(R) revenue recognition
The Company has the exclusive right to sell Epoetin alfa for dialysis,
certain diagnostics, and all non-human, non-research uses in the United States.
Amgen has granted to Johnson & Johnson a license relating to Epoetin alfa for
sales in the United States for all human uses except dialysis and diagnostics.
Pursuant to this license, the Company and Johnson & Johnson are required to
compensate each other for Epoetin alfa sales that either party makes into the
other party's exclusive market, sometimes referred to as "spillover" sales.
Accordingly, Amgen does not recognize product sales it makes into the exclusive
market of Johnson & Johnson and does recognize the product sales made by Johnson
& Johnson into Amgen's exclusive market. Sales in Amgen's exclusive market are
derived from the Company's sales to its customers, as adjusted for any spillover
sales. The Company is employing an arbitrated audit methodology to measure each
party's spillover sales based on independent third-party data on shipments to
end users and their estimated usage. Data on end user usage is derived in part
using market sampling techniques, and accordingly, the results of such sampling
can produce variability in recognized spillover sales. The Company initially
recognizes spillover sales based on estimates of shipments to end users and
their usage, utilizing historical third-party data and subsequently adjusts such
amounts based on revised third-party data as received. Differences between
initially estimated spillover sales and amounts based on revised third-party
data could produce materially different amounts for recognized EPOGEN(R) sales.
However, such differences to date have not been material.
18
Inventory capitalization
The Company capitalizes inventory costs associated with certain product
candidates prior to regulatory approval, based on management's judgment of
probable future commercialization. The Company would be required to expense
previously capitalized costs related to pre-approval inventory upon a change in
such judgment, due to, among other factors, a decision denying approval of the
product candidate by the necessary regulatory bodies. At March 31, 2002, the
Company did not have capitalized inventory related to product candidates.
19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Certain of the Company's legal proceedings are reported in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, with material
developments since that report described below. While it is not possible to
predict accurately or to determine the eventual outcome of these matters, the
Company believes that the outcome of these proceedings will not have a material
adverse effect on the annual financial statements of the Company.
Transkaryotic Therapies and Aventis litigation
Oral arguments are scheduled for May 7, 2002.
Average Wholesale Price Litigation
Amgen has either been served with complaints or has learned that it has
been named in four separate putative class actions broadly alleging that it,
together with a large number of other pharmaceutical manufacturers, reported
prices for certain products that overstated the Average Wholesale Price ("AWP"),
allegedly inflating reimbursements, including co-payments paid to providers who
prescribe and administer the products. The complaints assert claims under the
federal RICO statute and its state law corollaries, as well as state law claims
for deceptive trade practices and common law fraud and seek an undetermined
amount of damages, as well as other relief, including declaratory and injunctive
relief. The cases include: Citizens for Consumer Justice et. al. v. Abbott
Laboratories, Inc. et. al. (United States District Court, District of
Massachusetts) (amended complaint served on Amgen on March 18, 2002); State of
Nevada v. American Home Products Corporation et. al. (Second Judicial District
Court, Washoe County, Nevada) (complaint served on Amgen on March 26, 2002);
State of Montana ex rel. Mike McGrath, Attorney General v. Abbott Laboratories,
Inc. et. al. (First Judicial District Court, Lewis and Clark County, Montana)
(complaint served on Amgen on March 28, 2002); and Teamsters Health & Welfare
Fund of Philadelphia and Vicinity, on behalf of itself and all others similarly
situated v. Abbott Laboratories, Inc. et. al. (United States District Court,
Eastern District of Pennsylvania) (Amgen has not been served with a complaint as
of the date of this filing).
Securities Litigation
Shareholder Litigation
On December 14, 2001, David Osher, an alleged shareholder of Immunex
Corporation ("Immunex"), filed a purported class action on behalf of Immunex
shareholders against the members of the Immunex board of directors (the "Immunex
Board") and Wyeth in King County Superior Court of Washington (the "Washington
Court"). The complaint alleges that Wyeth and the Immunex Board breached
fiduciary duties owed to Immunex shareholders by stalling the merger discussions
with Amgen as a result of positions taken by Wyeth in the negotiations relating
to its control of Immunex and its marketing rights in future Immunex products.
The complaint further alleges that Wyeth and the Immunex Board were favoring
their own interests and not acting in good faith toward plaintiff and the
purported class. On March 25, 2002, plaintiff filed an amended complaint,
alleging that Wyeth and the Immunex Board breached their fiduciary duties owed
to Immunex shareholders by
20
approving the merger with Amgen with terms that do not allow consideration of
competing offers and by failing to disclose to Immunex shareholders certain
information concerning the benefits to be received by Wyeth and certain Immunex
directors/officers upon the completion of the merger. The amended complaint
further alleges that Amgen aided and abetted Wyeth and the Immunex Board in the
breach of their fiduciary duties owed to Immunex shareholders by offering Wyeth
and certain Immunex directors/officers disproportionate consideration for
approval of the merger with Amgen. Plaintiff seeks: certification as a class
action and certification of plaintiff as class representative; preliminary and
permanent injunction against proceeding with, or closing, the merger or any
transaction that improperly favors the interests of Wyeth; rescission of the
merger if it is consummated; and an award of the costs including attorneys' and
experts' fees. On April 5, 2002, the Washington Court granted plaintiff's motion
for expedited discovery and scheduled a hearing for May 13, 2002 on plaintiff's
motion for preliminary injunction. Discovery is ongoing.
Stockholder Derivative Lawsuit
On March 14, 2002, Linda Blatchly, an alleged stockholder of Amgen, filed a
purported stockholder derivative lawsuit against all members of the Amgen board
of directors (the "Amgen Board") and nominally against Amgen in the Ventura
County Superior Court of California. The complaint alleges, among other things,
that, after the filing with the Securities and Exchange Commission of the Annual
Report of Immunex Corporation ("Immunex") on Form 10-K on March 8, 2002 which
contained disclosure regarding the lease for the new Immunex facility in
Seattle, the Amgen Board members breached their fiduciary duties to Amgen by
refusing to renegotiate or terminate the acquisition of Immunex, failing to
disclose the true value of the financial condition of Immunex and seeking to
acquire Immunex without conducting adequate due diligence. The complaint seeks:
a declaration that the Amgen Board members have breached and are breaching their
fiduciary and other duties to Amgen and the Amgen stockholders; preliminary and
permanent injunction against proceeding with the merger; an order requiring an
independent evaluation as to (a) the true worth of Immunex, and (b) if it is
determined that the acquisition of Immunex is in the best interests of Amgen,
requiring an adjustment of the merger consideration; compensatory damages
against defendants in favor of Amgen; and costs including attorneys' fees.
Item 6. Exhibits and Reports on Form 8-K
(a) Reference is made to the Index to Exhibits included herein.
(b) Reports on Form 8-K.
The Company filed one Current Report on Form 8-K during the three months
ended March 31, 2002. The report filed on March 1, 2002, reported that on March
1, 2002, the Company sold $3.95 billion aggregate principal face amount of
30-year zero-coupon senior notes that are convertible into shares of Amgen
common stock. The gross proceeds were approximately $2.8 billion. The Company
expects to use the proceeds to fund the repurchase of $650 million of its common
stock simultaneously with the issuance of the notes, and for general corporate
purposes, including acquisitions, additional share repurchases, capital
expenditures, and working capital.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Amgen Inc.
(Registrant)
Date: 4/26/02 By: /s/ Richard D. Nanula
----------- ----------------------------------------
Richard D. Nanula
Executive Vice President, Finance,
Strategy and Communications,
and Chief Financial Officer
Date: 4/26/02 By: /s/ Barry D. Schehr
----------- ----------------------------------------
Barry D. Schehr
Vice President, Financial Operations,
and Chief Accounting Officer
22
AMGEN INC.
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
December 16, 2001, by and among Amgen Inc., AMS Acquisition Inc.,
and Immunex Corporation. (30)
3.1 Restated Certificate of Incorporation as amended. (10)
3.2 Amended and Restated Bylaws of Amgen Inc. (as amended January 7,
2002). (28)
3.3 Certificate of Amendment of Restated Certificate of Incorporation.
(19)
3.4 Certificate of Designations of Series A Junior Participating
Preferred Stock. (22)
4.1 Indenture dated January 1, 1992 between the Company and Citibank
N.A., as trustee. (4)
4.2 First Supplement to Indenture, dated February 26, 1997 between the
Company and Citibank N.A., as trustee. (7)
4.3 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the
Indenture, as supplemented, establishing a series of securities
"8-1/8% Debentures due April 1, 2097." (9)
4.4 8-1/8% Debentures due April 1, 2097. (9)
4.5 Form of stock certificate for the common stock, par value $.0001 of
the Company. (10)
4.6 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the
Indenture, dated as of January 1, 1992, as supplemented by the First
supplemental Indenture, dated as of February 26, 1997, each between
the Company and Citibank, N.A., as Trustee, establishing a series of
securities entitled "6.50% Notes Due December 1, 2007". (12)
4.7 6.50% Notes Due December 1, 2007 described in Exhibit 4.6. (12)
4.8 Corporate Commercial Paper - Master Note between and among Amgen
Inc., as Issuer, Cede & Co., as nominee of The Depository Trust
Company and Citibank, N.A. as Paying Agent. (14)
4.9 Shareholders' Rights Agreement dated as of December 16, 2001 by and
among Amgen Inc., Wyeth (formerly American Home Products
Corporation), MDP Holdings, Inc., and Lederle Parenterals, Inc. (27)
4.10 Indenture, dated as of March 1, 2002, between Amgen Inc. and LaSalle
Bank National Association. (29)
4.11 Form of Liquid Yield Option(TM) Note due 2032. (29)
4.12 Registration Rights Agreement, dated as of March 1, 2002, between
Amgen Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(29)
10.1+ Company's Amended and Restated 1991 Equity Incentive Plan, effective
December 11, 2001. (28)
10.2+ Company's Amended and Restated 1997 Special Non-Officer Equity
Incentive Plan, effective December 11, 2001. (28)
10.3 Shareholder's Agreement of Kirin-Amgen, Inc., dated May 11, 1984,
between the Company and Kirin Brewery Company, Limited. (22)
10.4 Amendment Nos. 1, 2, and 3, dated March 19, 1985, July 29, 1985 and
December 19, 1985, respectively, to the Shareholder's Agreement of
Kirin-Amgen, Inc., dated May 11, 1984. (19)
23
10.5 Product License Agreement, dated September 30, 1985, and Technology
License Agreement, dated, September 30, 1985 between the Company and
Ortho Pharmaceutical Corporation. (19)
10.6 Product License Agreement, dated September 30, 1985, and Technology
License Agreement, dated September 30, 1985 between Kirin-Amgen,
Inc. and Ortho Pharmaceutical Corporation. (19)
10.7+ Company's Amended and Restated Employee Stock Purchase Plan. (19)
10.8 Research, Development Technology Disclosure and License Agreement
PPO, dated January 20, 1986, by and between the Company and Kirin
Brewery Co., Ltd. (1)
10.9 Amendment Nos. 4 and 5, dated October 16, 1986 (effective July 1,
1986) and December 6, 1986 (effective July 1, 1986), respectively,
to the Shareholders Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)
10.10 Assignment and License Agreement, dated October 16, 1986, between
the Company and Kirin-Amgen, Inc. (22)
10.11 G-CSF European License Agreement, dated December 30, 1986, between
Kirin-Amgen, Inc. and the Company. (22)
10.12+ Company's Retirement and Savings Plan (as amended and restated
effective October 23, 2000). (22)
10.13+ Company's Amended and Restated 1988 Stock Option Plan. (6)
10.14+ First Amendment to the Company's Retirement and Savings Plan (as
amended and restated effective October 23, 2000). (22)
10.15 Amendment, dated June 30, 1988, to Research, Development, Technology
Disclosure and License Agreement: GM-CSF dated March 31, 1987,
between Kirin Brewery Company, Limited and the Company. (2)
10.16 Agreement on G-CSF in Certain European Countries, dated January 1,
1989, between Amgen Inc. and F. Hoffmann-La Roche & Co. Limited
Company (with certain confidential information deleted therefrom).
(3)
10.17 Partnership Purchase Agreement, dated March 12, 1993, between the
Company, Amgen Clinical Partners, L.P., Amgen Development
Corporation, the Class A limited partners and the Class B limited
partner. (5)
10.18+ Amgen Inc. Supplemental Retirement Plan (As Amended and Restated
Effective November 1, 1999). (18)
10.19+ First Amendment to Amgen Inc. Change of Control Severance Plan. (19)
10.20+ Amended and Restated Amgen Performance Based Management Incentive
Plan. (17)
10.21 Credit Agreement, dated as of May 28, 1998, among Amgen Inc., the
Borrowing Subsidiaries named therein, the Banks named therein,
Citibank, N.A., as Issuing Bank, and Citicorp USA, Inc., as
Administrative Agent. (15)
10.22 G-CSF United States License Agreement dated June 1, 1987 (effective
July 1, 1986) between Kirin-Amgen, Inc. and the Company. (22)
10.23 Amendment No. 1 dated October 20, 1988 to Kirin-Amgen, Inc./Amgen
G-CSF United States License Agreement dated June 1, 1987 (effective
July 1, 1986). (22)
10.24 Amendment No. 2 dated October 17, 1991 (effective November 13, 1990)
to Kirin-Amgen, Inc./Amgen G-CSF United States License Agreement
dated June 1, 1987 (effective July 1, 1986). (22)
10.25 Amendment No. 10 dated March 1, 1996 to the Shareholders' Agreement
of Kirin-Amgen, Inc. dated May 11, 1984. (22)
10.26+ Amgen Inc. Change of Control Severance Plan effective as of October
20, 1998. (16)
10.27 Preferred Share Rights Agreement, dated as of December 12, 2000,
between Amgen Inc. and American Stock Transfer and Trust Company, as
Rights Agent. (21)
24
10.28+ First Amendment, effective January 1, 1998, to the Company's
Amended and Restated Employee Stock Purchase Plan. (11)
10.29 Amendment No. 11 dated March 20, 2000 to the Shareholders'
Agreement of Kirin-Amgen, Inc. dated May 11, 1984. (22)
10.30+ Agreement between Amgen Inc. and Dr. Fabrizio Bonanni, dated March
3, 1999. (18)
10.31 Amendment No. 1 dated June 1, 1987 to Kirin-Amgen, Inc./Amgen
G-CSF European License Agreement dated December 30, 1986. (22)
10.32 Amendment No. 2 dated March 15, 1988 to Kirin-Amgen, Inc./Amgen
G-CSF European License Agreement dated December 30, 1986. (22)
10.33 Amendment No. 3 dated October 20, 1988 to Kirin-Amgen, Inc./Amgen
G-CSF European License Agreement dated December 30, 1986. (22)
10.34 Amendment No. 4 dated December 29, 1989 to Kirin-Amgen, Inc./Amgen
G-CSF European License Agreement dated December 30, 1986. (22)
10.35+ Company's Amended and Restated 1987 Directors' Stock Option Plan.
(8)
10.36 Amended and Restated Agreement on G-CSF in the EU between Amgen
Inc. and F. Hoffmann La Roche Ltd (with certain confidential
information deleted therefrom). (14)
10.37 Collaboration and License Agreement, dated December 15, 1997,
between the Company, GPI NIL Holdings, Inc. and Guilford
Pharmaceuticals Inc. (with certain confidential information
deleted therefrom). (13)
10.38+ Promissory Note of Dr. Fabrizio Bonanni, dated August 7, 1999.
(18)
10.39+ Promissory Note of Dr. Fabrizio Bonanni, dated October 29, 1999.
(18)
10.40+* Company's Amended and Restated 1997 Equity Incentive Plan.
10.41+ Agreement between Amgen Inc. and Mr. Gordon M. Binder, dated May
10, 2000. (19)
10.42 Amendment No. 6 dated May 11, 1984 to the Shareholders' Agreement
of Kirin-Amgen, Inc. dated May 11, 1984. (22)
10.43 Amendment No. 7 dated July 17, 1987 (effective April 1, 1987) to
the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)
10.44 Amendment No. 8 dated May 28, 1993 (effective November 13, 1990)
to the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984.(22)
10.45 Amendment No. 9 dated December 9, 1994 (effective June 14, 1994)
to the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)
10.46+ Agreement between Amgen Inc. and Mr. George J. Morrow, dated March
3, 2001. (23)
10.47+ Promissory Note of Mr. George J. Morrow, dated March 11, 2001.
(23)
10.48+ Agreement between Amgen Inc. and Dr. Roger M. Perlmutter, M.D.,
Ph.D., dated March 5, 2001. (23)
10.49+ Agreement between Amgen Inc. and Mr. Brian McNamee, dated May 5,
2001. (24)
10.50+ Agreement between Amgen Inc. and Mr. Richard Nanula, dated May 15,
2001. (24)
10.51+ Promissory Note of Mr. Richard Nanula, dated June 27, 2001. (24)
10.52+ Promissory Note of Dr. Roger M. Perlmutter, dated June 29, 2001.
(24)
10.53+ Second Amendment to the Amgen Retirement and Savings Plan as
amended and restated effective October 23, 2000. (25)
10.54+ Second Amendment to the Amgen Inc. Change of Control Severance
Plan. (25)
10.55+ First Amendment to the Amgen Supplemental Retirement Plan as
amended and restated effective November 1, 1999. (25)
10.56+ Agreement between Amgen Inc. and Dr. George Morstyn, dated July
19, 2001. (25)
10.57+ Promissory Note of Mr. Brian McNamee, dated May 30, 2001. (25)
25
10.58+ Restricted Stock Purchase Agreement between Amgen Inc. and
Mr. Richard Nanula, dated May 16, 2001. (25)
10.59+ Restricted Stock Purchase Agreement between Amgen Inc. and
Dr. Roger M. Perlmutter, dated January 8, 2001. (25)
10.60+ Agreement between Amgen Inc. and Dr. Beth C. Seidenberg,
dated December 21, 2001. (28)
10.61+ Amendment to Agreement between Amgen Inc. and Dr. Beth C.
Seidenberg, dated December 21, 2001. (28)
10.62+ Second Amendment to the Amgen Supplemental Retirement Plan
(As Amended and Restated Effective November 1, 1999),
effective January 1, 2002. (28)
10.63+ Third Amendment to the Amgen Retirement and Savings Plan (as
amended and restated effective October 23, 2000), effective
February 1, 2002. (28)
10.64+ Amgen Inc. Executive Nonqualified Retirement Plan, effective
January 1, 2001. (28)
10.65+ Nonqualified Deferred Compensation Plan, effective January
1, 2002. (28)
10.66 Shareholder voting agreement dated as of December 16, 2001
by and among Amgen Inc., Wyeth (formerly American Home
Products Corporation), MDP Holdings, Inc., and Lederle
Parenterals, Inc. (26)
10.67+* Agreement between Amgen Inc. and Dr. Joseph Miletich, dated
March 22, 2002.
10.68+* Restricted Stock Purchase Agreement between Amgen Inc. and
Dr. Joseph Miletich, dated April 1, 2002.
10.69 Amended and Restated Promotion Agreement by and between
Immunex Corporation, Wyeth (formerly American Home Products
Corporation) and Amgen Inc. dated December 16, 2001 (with
certain confidential information deleted therefrom). (30)
10.70 Agreement Regarding Governance and Commercial Matters by and
among Wyeth (formerly American Home Products Corporation),
American Cyanamid Company and Amgen Inc. dated December 16,
2001 (with certain confidential information deleted
therefrom). (30)
99* "Factors That May Affect Amgen"
- ----------------------------------------------
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
(1) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration Statement
(Registration No. 33-3069) on March 11, 1986 and incorporated herein by
reference.
(2) Filed as an exhibit to Form 8 amending the Quarterly Report on Form 10-Q
for the quarter ended June 30, 1988 on August 25, 1988 and incorporated
herein by reference.
(3) Filed as an exhibit to the Form 8 dated November 8, 1989, amending the
Annual Report on Form 10-K for the year ended March 31, 1989 on June 28,
1989 and incorporated herein by reference.
(4) Filed as an exhibit to Form S-3 Registration Statement dated December 19,
1991 and incorporated herein by reference.
(5) Filed as an exhibit to the Form 8-A dated March 31, 1993 and incorporated
herein by reference.
(6) Filed as an exhibit to the Form 10-Q for the quarter ended September 30,
1996 on November 5, 1996 and incorporated herein by reference.
(7) Filed as an exhibit to the Form 8-K Current Report dated March 14, 1997 on
March 14, 1997 and incorporated herein by reference.
(8) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1996 on March 24, 1997 and incorporated herein by reference.
26
(9) Filed as an exhibit to the Form 8-K Current Report dated April 8, 1997 on
April 8, 1997 and incorporated herein by reference.
(10) Filed as an exhibit to the Form 10-Q for the quarter ended March 31, 1997
on May 13, 1997 and incorporated herein by reference.
(11) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 1997 on
August 12, 1997 and incorporated herein by reference.
(12) Filed as an exhibit to the Form 8-K Current Report dated and filed on
December 5, 1997 and incorporated herein by reference.
(13) Filed as Exhibit 10.40 to the Guilford Pharmaceuticals Inc. Form 10-K for
the year ended December 31, 1997 on March 27, 1998 and incorporated herein
by reference.
(14) Filed as an exhibit to the Form 10-Q for the quarter ended March 31, 1998
on May 13, 1998 and incorporated herein by reference.
(15) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 1998 on
August 14, 1998 and incorporated herein by reference.
(16) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1998 on March 16, 1999 and incorporated herein by reference.
(17) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 1999 on
August 3, 1999 and incorporated herein by reference.
(18) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1999 on March 7, 2000 and incorporated herein by reference.
(19) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2000 on
August 1, 2000 and incorporated herein by reference.
(20) Filed as an exhibit to the Form 10-Q for the quarter ended September 30,
2000 on November 14, 2000 and incorporated herein by reference.
(21) Filed as an exhibit to the Form 8-K Current Report dated December 13, 2000
on December 18, 2000 and incorporated herein by reference.
(22) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 2000 on March 7, 2001 and incorporated herein by reference.
(23) Filed as an exhibit to the Form 10-Q for the quarter ended March 31, 2001
on May 14, 2001 and incorporated herein by reference.
(24) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2001 on
July 27, 2001 and incorporated herein by reference.
(25) Filed as an exhibit to the Form 10-Q for the quarter ended September 30,
2001 on October 26, 2001 and incorporated herein by reference.
(26) Filed as an exhibit to the Form 8-K Current Report dated December 16, 2001
on December 17, 2001 and incorporated herein by reference.
(27) Filed as an exhibit to the Form S-4 Registration Statement dated January
31, 2002 and incorporated herein by reference.
(28) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 2001 on February 26, 2002 and incorporated herein by
reference.
(29) Filed as an exhibit to the Form 8-K Current Report dated February 21, 2002
on March 1, 2002 and incorporated herein by reference.
(30) Filed as an exhibit to Amendment No. 1 to the Form S-4 Registration
Statement dated March 22, 2002 and incorporated herein by reference.
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