UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2012~~March 31, 2013



¨	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 incorporation or organization)		(I.R.S. Employer Identification No.)

One Amgen Center Drive, Thousand Oaks, California		91320-1799
(Address of principal executive offices)		(Zip Code)

(805) 447-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No þ

As of ~~October 29, 2012,~~April 24, 2013, the registrant had ~~767,355,259~~749,976,556 shares of common stock, $0.0001 par value, outstanding.

AMGEN INC.

INDEX

PART I — FINANCIAL INFORMATION



Item 1.	FINANCIAL STATEMENTS

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
	2012		2011		2012		2011		2013			2012
Revenues:
Product sales	$	4,201	$	3,877	$	12,302	$	11,388	$	4,151		$	3,901
Other revenues	118		67		542		221		87			147
Total revenues	4,319		3,944		12,844		11,609		4,238			4,048

Operating expenses:
Cost of sales (excludes amortization of certain acquired intangible assets presented separately)	705		605		2,066		1,771
Cost of sales									744			750
Research and development	880		761		2,442		2,316		878			736
Selling, general and administrative	1,127		1,125		3,431		3,278		1,158			1,079
Amortization of certain acquired intangible assets	74		74		221		221
Other	110		854		195		873		16			6
Total operating expenses	2,896		3,419		8,355		8,459		2,796			2,571

Operating income	1,423		525		4,489		3,150		1,442			1,477

Interest expense, net	271		158		762		415		263			235
Interest and other income, net	111		87		359		364		164			124

Income before income taxes	1,263		454		4,086		3,099		1,343			1,366

Provision for income taxes	156		—		529		350
(Benefit) provision for income taxes									(91		)	182

Net income	$	1,107	$	454	$	3,557	$	2,749	$	1,434		$	1,184

Earnings per share:
Basic	$	1.44	$	0.50	$	4.57	$	2.98	$	1.91		$	1.50
Diluted	$	1.41	$	0.50	$	4.51	$	2.96	$	1.88		$	1.48

Shares used in calculation of earnings per share:
Basic	771		907		779		922		751			791
Diluted	783		914		789		930		764			800

Dividends paid per share	$	0.36	$	0.28	$	1.08	$	0.28	$	0.47		$	0.36

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three months ended					Nine months ended						Three months ended
	September 30,					September 30,						March 31,
	2012			2011		2012			2011			2013			2012
Net income	$	1,107		$	454	$	3,557		$	2,749		$	1,434		$	1,184
Other comprehensive income (loss), net of reclassification adjustments and income taxes	(4		)	73		(24		)	(35		)
Other comprehensive income (loss), net of reclassification adjustments and taxes:
Foreign currency translation losses												(23		)	(2		)
Effective portion of cash flow hedges												75			(65		)
Net unrealized gains (losses) on available-for-sale securities												(62		)	2
Other												1			—
Other comprehensive loss, net of tax												(9		)	(65		)
Comprehensive income	$	1,103		$	527	$	3,533		$	2,714		$	1,425		$	1,119

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

(Unaudited)


	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	5,823		$	6,946		$	2,530		$	3,257
Marketable securities	19,551			13,695			18,741			20,804
Trade receivables, net	2,696			2,896			2,528			2,518
Inventories	2,769			2,484			2,737			2,744
Other current assets	1,766			1,572			2,159			1,886
Total current assets	32,605			27,593			28,695			31,209

Property, plant and equipment, net	5,381			5,420			5,296			5,326
Intangible assets, net	3,680			2,584			3,897			3,968
Goodwill	12,589			11,750			12,604			12,662
Other assets	1,193			1,524			1,148			1,133
Total assets	$	55,448		$	48,871		$	51,640		$	54,298

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	878		$	642		$	940		$	905
Accrued liabilities	5,031			5,028			4,195			4,791
Current portion of long-term debt	2,458			84			7			2,495
Total current liabilities	8,367			5,754			5,142			8,191

Long-term debt	24,020			21,344			23,885			24,034
Other noncurrent liabilities	3,159			2,744			3,122			3,013

Contingencies and commitments

Stockholders’ equity:
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 768.1 shares in 2012 and 795.6 shares in 2011	29,103			27,777
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 749.6 shares in 2013 and 756.3 shares in 2012							29,465			29,337
Accumulated deficit	(9,348		)	(8,919		)	(10,111		)	(10,423		)
Accumulated other comprehensive income	147			171			137			146
Total stockholders’ equity	19,902			19,029			19,491			19,060
Total liabilities and stockholders’ equity	$	55,448		$	48,871		$	51,640		$	54,298

See accompanying notes.

AMGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine months ended						Three months ended
	September 30,						March 31,
	2012			2011			2013			2012
Cash flows from operating activities:
Net income	$	3,557		$	2,749		$	1,434		$	1,184
Depreciation and amortization	815			799			277			259
Stock-based compensation expense	271			245			92			75
Other items, net	(72		)	31			(38		)	67
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables, net	198			(386		)	19			(92		)
Inventories	(175		)	(273		)	(12		)	(16		)
Other assets	213			(243		)	(10		)	(133		)
Accounts payable	189			(5		)	35			226
Accrued income taxes	(85		)	(329		)	(406		)	(60		)
Other liabilities	159			947			(342		)	(538		)
Net cash provided by operating activities	5,070			3,535			1,049			972
Cash flows from investing activities:
Purchases of property, plant and equipment	(489		)	(343		)	(158		)	(144		)
Cash paid for acquisitions, net of cash acquired	(1,990		)	(701		)	—			(969		)
Purchases of marketable securities	(18,864		)	(18,481		)	(6,964		)	(6,133		)
Proceeds from sales of marketable securities	12,544			18,373			6,013			4,740
Proceeds from maturities of marketable securities	878			575			2,924			160
Other	(38		)	11			(6		)	—
Net cash used in investing activities	(7,959		)	(566		)
Net cash provided by (used in) investing activities							1,809			(2,346		)
Cash flows from financing activities:
Repayment of debt	(102		)	(2,500		)	(2,500		)	(84		)
Net proceeds from issuance of debt	4,933			2,973
Net proceeds from issuance of commercial paper	—			300
Repurchases of common stock	(3,390		)	(3,017		)	(832		)	(1,375		)
Dividends paid	(844		)	(255		)	(353		)	(285		)
Net proceeds from issuance of common stock in connection with the Company’s equity award programs	1,129			126			93			374
Other	40			8			7			5
Net cash provided by (used in) financing activities	1,766			(2,365		)
Increase (decrease) in cash and cash equivalents	(1,123		)	604
Net cash used in financing activities							(3,585		)	(1,365		)
Decrease in cash and cash equivalents							(727		)	(2,739		)
Cash and cash equivalents at beginning of period	6,946			3,287			3,257			6,946
Cash and cash equivalents at end of period	$	5,823		$	3,891		$	2,530		$	4,207

See accompanying notes.

AMGEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2012~~March 31, 2013

(Unaudited)

1. Summary of significant accounting policies

Business

Amgen Inc. (including its subsidiaries, referred to as “Amgen,” “the Company,” “we,” “our” or “us”) is a global biotechnology pioneer that discovers, develops, manufactures and delivers innovative human therapeutics. Our medicines help millions of patients in the fight against cancer, kidney disease, rheumatoid arthritis, bone disease, and other serious illnesses. We operate in one business segment: human therapeutics.

Basis of presentation

The financial information for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, is unaudited but includes all adjustments (consisting of only normal recurring adjustments, unless otherwise indicated), which Amgen considers necessary for a fair presentation of its condensed consolidated results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year.

~~Certain prior-period~~Prior-period amounts ~~shown~~for amortization of certain acquired intangible assets have been reclassified within ~~Cash flows from operating activities~~Operating expenses in our Condensed Consolidated Statements of ~~Cash Flows have been reclassified~~Income to conform to the current-period presentation.

The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012~~, and in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30, 2012.~~.

Principles of consolidation

The condensed consolidated financial statements include the accounts of Amgen as well as its majority-owned subsidiaries. We do not have any significant interests in any variable interest entities. All material intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Property, plant and equipment, net

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $~~6.4~~6.5 billion and $~~5.8~~6.6 billion as of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, respectively.

Comprehensive income

In January ~~2012,~~2013, we adopted a new accounting standard that requires additional disclosures ~~for comprehensive income. As permitted under this standard, we have elected to present~~regarding amounts that are reclassified out of accumulated other comprehensive income (AOCI). In accordance with the requirements of the standard, the effects of significant reclassifications out of AOCI, by component, on the respective lines in ~~two separate but consecutive financial statements, consisting~~the Condensed Consolidated Statement of ~~a statement of income followed by a separate statement of comprehensive income. This~~Income are presented in Note 8, Stockholders' equity. The standard was required to be applied ~~retrospectively~~prospectively beginning January 1, ~~2012, except for certain provisions for which adoption was delayed.~~

~~Cost savings initiatives~~

~~Included in Other operating expenses for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2012, are charges for certain cost savings initiatives of~~ ~~$36 million~~ ~~and~~ ~~$106 million, respectively, compared with~~ ~~$68 million~~ ~~and~~ ~~$79 million~~ ~~for the corresponding periods of the prior year.~~

2013.

2. Business combinations

~~Micromet, Inc.~~deCODE Genetics

On ~~March 7,~~December 10, 2012, we acquired ~~Micromet, Inc. (Micromet)~~all of the outstanding stock of deCODE Genetics (deCODE), a ~~publicly~~privately held ~~biotechnology~~ company ~~focused on the discovery, development and commercialization~~that is a global leader in human genetics, for total consideration of ~~innovative antibody-based therapies for the treatment of cancer, that became a wholly owned subsidiary of Amgen. This~~$401 million in cash. The transaction, which was accounted for as a business combination, provides us with an opportunity to ~~further expand~~enhance our ~~oncology pipeline. Micromet’s~~efforts to identify and validate human disease targets. deCODE's operations, which are not material, have been included in our ~~condensed~~ consolidated financial statements commencing on the acquisition date.

~~The~~We allocated the consideration to acquire ~~Micromet totaled~~deCODE to finite-lived intangible assets of $~~1,146~~465 million ~~in cash~~comprised of databases and other proprietary information with an estimated useful life of 10 years, $45 million to goodwill which ~~was allocated~~is not deductible for tax purposes, deferred tax liabilities of $93 million and other net liabilities of $16 million. These amounts reflect adjustments

recognized during the three months ended March 31, 2013, to the acquisition date fair values of assets acquired and liabilities assumed ~~as follows (in millions):~~

Indefinite-lived intangible assets:
In-process research and development (IPR&D) $ 440
Contract assets 170
Finite-lived intangible assets — Developed technology 350
Goodwill 330
Cash and marketable securities 154
Deferred tax assets 43
Deferred tax liabilities (317 )
Other assets (liabilities), net (24 )
Total consideration $ 1,146

~~The estimated fair value of acquired IPR&D is related to blinatumomab~~in this acquisition which ~~is in phase 2 clinical development for the treatment of acute lymphoblastic leukemia. The estimated fair value was determined using~~did not have a probability-weighted income approach, which discounts expected future cash flows to present value using a discount rate that represents the estimated rate that market participants would use to value this intangible asset. The projected cash flows from blinatumomab were basedmaterial effect on certain assumptions, including estimates of future revenues and expenses, the time and resources needed to complete development and the probabilities of obtaining marketing approval from the U.S. Food and Drug Administration (FDA) and other regulatory agencies. IPR&D intangible assets acquired in a business combination are considered to be indefinite-lived until the completionour current or ~~abandonment of the associated research and development (R&D) efforts.~~

The major risks and uncertainties associated with the timely and successful completion of development and commercialization of blinatumomab include our ability to confirm its safety and efficacy based on data from clinical trials, our ability to obtain necessary regulatory approvals and our ability to successfully complete these tasks within budgeted costs. We are not permitted to market a human therapeutic without obtaining regulatory approvals, and such approvals require completion of clinical trials that demonstrate a product candidate is safe and effective. Consequently, the eventual realized value of the acquired IPR&D may vary from its estimated fair value at the date of acquisition. The estimated incremental R&D costs to be incurred to obtain necessary regulatory approvals for blinatumomab are not material in any given year.

~~Contract assets represent the aggregate estimated fair values of receiving future milestone and royalty payments associated with various outlicensing arrangements entered into by Micromet~~ prior to our acquisition of this company. The fair values of these contracts were determined by estimating the probability-weighted net cash flows associated with the agreements that may be received from the other parties discounted to present value using a discount rate that represents the estimated rate that market participants would use to value these intangible assets.period financial statements. These contract assets are considered indefinite-lived intangible assets and their assigned values will be expensed when the related revenues are earned or the associated R&D efforts are abandoned by the licensees. During the ~~three months endedSeptember 30, 2012, a non-key program under one of these outlicensing arrangements was terminated and resulted in an impairment charge of~~ ~~$19 million~~ ~~which was included in Other operating expenses.~~

The developed technology acquired relates to Micromet’s bi-specific T-cell engager technology platform which has produced various product candidates that are currently being developed as cancer treatments by Micromet and others and may lead to the development of additional product candidates. The fair value of this technology was determined by estimating the probability-weighted net cash flows attributable to this technology discounted to present value using a discount rate that represents the estimated rate that market participants would use to value this intangible asset. The fair value of this technology is being amortized on a straight-line basis over its estimated useful life of ~~10 years~~.

~~The excess of the acquisition date consideration over the fair values assigned to the assets acquired and the liabilities assumed of~~ ~~$330 million~~ ~~was recorded as~~adjustments reduced goodwill ~~which is not deductible for tax purposes. Goodwill was revised~~ by $3848 million ~~during the three months ended June 30, 2012,~~ due primarily to ~~the recognition of~~ ~~$43 million~~ in deferred tax assets related to the adjustment of tax attributes acquired. Goodwill is attributable primarily to expected synergies and other benefits from combining Micromet with our oncology development and commercialization activities and the deferred tax consequences of indefinite-lived and finite-lived intangible assets recorded for financial statement purposes.

~~Mustafa Nevzat Pharmaceuticals~~

~~On June 12, 2012, we acquired~~ ~~99.4%~~ ~~of the outstanding stock of Mustafa Nevzat Pharmaceuticals (MN),~~ a ~~privately held company that is a leading supplier of pharmaceuticals to the hospital sector and a major supplier of injectable medicines in Turkey. This transaction,~~revision which was accounted for as a business combination, provides us with the opportunity to expand our presence in Turkey and the surrounding region. MN’s operations have been included in our condensed consolidated financial statements commencing on the acquisition date.

~~The consideration to acquire MN totaled~~ ~~$677 million~~ ~~in cash which was allocated to~~increased the acquisition date fair ~~values~~value of ~~assets acquired and liabilities assumed as follows (in millions):~~

Finite-lived intangible assets $ 163
Property, plant and equipment 100
Trade receivables 79
Inventories 52
Goodwill 382
Deferred tax liabilities (45 )
Other assets (liabilities), net (54 )
Total consideration $ 677

~~The~~ finite-lived intangible assets acquired are related primarily to the fair values of MN’s regulatory approvals and customer relationships with regard to the marketing of pharmaceutical products and are being amortized on a straight-line basis over their estimated useful lives. The weighted average useful life of these intangible assets is ~~eight years~~.

~~The excess of the acquisition date consideration over the fair values assigned to the assets acquired and the liabilities assumed of~~ ~~$382 million~~ ~~was recorded as goodwill, which is not deductible for tax purposes. Goodwill was revised~~ by $1264 million during the three months ended September 30, 2012, due primarily to adjustments to certain liabilities. Goodwill is attributable primarily to MN’s expected continued commercial presence in Turkey and other benefits..

Our accounting for ~~this~~the acquisition is preliminary and will be finalized upon completion of our analysis to determine the acquisition date fair values of certain assets acquired, ~~and liabilities assumed, including certain tax related items and residual goodwill.~~

~~KAI Pharmaceuticals~~

On July 5, 2012, we acquired all of the outstanding stock of KAI Pharmaceuticals (KAI), a privately held biotechnology company that is developing KAI-4169, its lead product candidate currently in phase 2 clinical development for the treatment of secondary hyperparathyroidism in patients with chronic kidney disease who are on dialysis. This transaction, which was accounted for as a business combination, provides us with an opportunity to further expand our nephrology pipeline. KAI's operations have been included in our condensed consolidated financial statements commencing on the acquisition date.

~~The consideration to acquire KAI totaled~~ ~~$332 million~~ ~~in cash which was allocated to the acquisition date fair values of assets acquired and liabilities assumed as follows (in millions):~~

Indefinite-lived intangible assets - IPR&D $ 260
Goodwill 146
Deferred tax liabilities (100 )
Other assets (liabilities), net 26
Total consideration $ 332

The estimated fair value of acquired IPR&D is related to KAI-4169. The estimated fair value was determined using a probability-weighted income approach, which discounts expected future cash flows to present value using a discount rate that represents the estimated rate that market participants would use to value this intangible asset. The projected cash flows from KAI-4169 were based on certain assumptions, including estimates of future revenues and expenses, the time and resources needed to complete development and the probabilities of obtaining marketing approval from the FDA and other regulatory agencies.

The major risks and uncertainties associated with the timely and successful completion of development and commercialization of KAI-4169 include our ability to confirm its safety and efficacy based on data from clinical trials, our ability to obtain necessary regulatory approvals and our ability to successfully complete these tasks within budgeted costs. Consequently, the eventual realized value of the acquired IPR&D may vary from its estimated fair value at the date of acquisition. The estimated incremental R&D costs to be incurred to obtain necessary regulatory approvals for KAI-4169 are not material in any given year.

~~The excess of the acquisition date consideration over the fair values assigned to the assets acquired and the liabilities assumed of~~ ~~$146 million~~ was recorded as goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits from combining KAI with our nephrology development and commercialization activities and the deferred tax consequences of indefinite-lived intangible assets recorded for financial statement purposes.

~~Our accounting for this acquisition is preliminary and will be finalized upon completion of our analysis to determine the acquisition date fair values of certain~~ liabilities assumed and ~~tax related items acquired.~~

~~Pro forma supplemental consolidated results of operations for the three and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~ and 2011, that assume the acquisitions of Micromet, MN and KAI occurred on January 1, 2011, are not provided because those results would not be materially different from our reported consolidated results of operations.

~~In addition to the increase in goodwill for the acquisitions of Micromet, MN and KAI discussed above, goodwill decreased by~~ ~~$19 million~~ ~~during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012, due to changes in foreign currency exchange rates.~~tax-related items.

3. Income taxes

The effective tax rates for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, are different from the federal statutory rates primarily as a result of indefinitely invested earnings of our foreign operations. We do not provide for U.S. income taxes on undistributed earnings of our foreign operations that are intended to be invested indefinitely outside of the United States. In addition, the effective tax rate for the three months ended March 31, 2013 was reduced by two significant events that occurred during the quarter. First, we settled our examination with the Internal Revenue Service (IRS) for the years ended December 31, 2007, 2008 and 2009 during the quarter. We agreed to certain adjustments proposed by the IRS arising out of the examination and remeasured our unrecognized tax benefits (UTBs) accordingly. Also, the federal research and development (R&D) tax credit expired as of December 31, 2011, and the American Taxpayer Relief Act of 2012, which included extension of the federal R&D tax credit for 2013 and retroactively for 2012, was enacted during the three months ended March 31, 2013. Therefore, our effective tax rate for the three months ended March 31, 2013 includes a benefit for both the full-year 2012 federal R&D tax credit, recorded discretely in the quarter, and the effect of the estimated 2013 federal R&D tax credit on our annual effective tax rate. The effective tax rates for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, were further reduced by foreign tax credits associated with the Puerto Rico excise tax described below. ~~The federal R&D tax credit expired as of December 31, 2011, and was not reinstated as of~~ ~~September 30, 2012. Therefore our effective tax rates for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2012, do not include a benefit for the federal R&D tax credit.~~

Commencing January 1, 2011, Puerto Rico imposes a temporary excise tax on the purchase of goods and services from a related manufacturer in Puerto Rico. The excise tax is imposed on the gross intercompany purchase price of the goods and services and iswas initially effective for a six-year period beginning in 2011, with the excise tax rate declining in each year (4% in 2011, 3.75% in 2012, 2.75% in 2013, 2.5% in 2014, 2.25% in 2015 and 1% in 2016). During the three months ended March 31, 2013, the Puerto Rico government enacted an amendment to the excise tax legislation which increased the excise tax rate to 4% effective July 1, 2013 through December 31, 2017. We account for the excise tax as a manufacturing cost that is capitalized in inventory and expensed in cost of sales when the related products are sold. For U.S. income tax purposes, the excise tax results in foreign tax credits that are generally recognized in our provision for income taxes when the excise tax is incurred. Excluding the impact of the Puerto Rico excise tax, ~~and the legal settlement charge recorded in 2011 (see Note 13, Contingencies and commitments),~~ our effective tax rates for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012,, would have been ~~17.7%~~(0.8)% and ~~18.3%~~18.5%, ~~respectively, compared with~~ ~~13.9%~~ ~~and~~ ~~17.1%~~ ~~for the corresponding periods of the prior year.~~respectively.

~~One or more~~Several of our legal entities file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. Our income tax returns are routinely audited by the tax authorities in those jurisdictions. Significant disputes may arise with these tax authorities involving issues of the timing and amount of deductions, the use of tax credits and allocations of income among various tax jurisdictions because of differing interpretations of tax laws and regulations. ~~We are no longer subject to~~The U.S. federal income tax examinations for years ended on or before December 31, ~~2006, or to~~2009 and the California state income tax examinations for years ended on or before December 31, ~~2003.~~2005 have been completed.

During the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, the gross amount of our ~~uncertain tax benefits (UTBs)~~UTBs increased by approximately $9980 million ~~and~~ ~~$249 million, respectively,~~ as a result of tax positions taken during the current ~~year.~~year and decreased by approximately $190 million due to the federal and state tax impacts of settlement of our U.S. tax returns with the IRS relating to years ended December 31, 2007, 2008, and 2009. The settlement resulted in recognition of a net tax benefit of approximately $185 million, including interest, penalties and the federal benefit of state taxes. Substantially all of the UTBs as of ~~September 30, 2012~~March 31, 2013, if recognized, would affect our effective tax rate. As of ~~September 30, 2012~~March 31, 2013, we believe it is reasonably possible that our gross liabilities for UTBs may decrease by approximately $~~330~~90 million within the succeeding 12 months due to the resolution of ~~federal and~~ state audits.

4. Earnings per share

The computation of basic earnings per share (EPS) is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and dilutive potential common shares, which include principally shares that may be issued under: our stock option, restricted stock and performance unit awards, determined using the treasury stock method; our ~~outstanding~~ convertible notes while outstanding, as discussed below; and our outstanding warrants (collectively, “dilutive securities”). The convertible note hedges purchased in connection with the issuance of our convertible notes, which terminated in February 2013, are excluded from the calculation of diluted EPS because their impact is always anti-dilutive.

~~Upon conversion~~Prior to the conversion/maturity of our ~~convertible notes,~~0.375% 2013 Convertible Notes in February 2013 (see Note 7, Financing arrangements), the principal amount ~~would~~of the notes had to be settled in cash, and the excess of the conversion value, as defined, over

the principal amount ~~may be~~could have been settled in cash and/or shares of our common ~~stock.~~stock upon conversion. Therefore, only the shares of our common stock potentially issuable with respect to the excess of the notes’ conversion value over their principal amount, if any, ~~are~~were considered as dilutive potential common shares for purposes of calculating diluted EPS. For the three months ended ~~September 30, 2012~~March 31, 2013, the conversion value of our ~~convertible notes due in~~0.375% 2013 Convertible Notes, while outstanding, exceeded the related principal amount resulting in the assumed issuance of an additional 1one million shares calculated on a weighted-average basis for purposes of computing diluted EPS. ~~The conversion values of our convertible notes for periods prior to~~For the three months ended ~~September 30,~~March 31, 2012, ~~were~~the conversion value of our convertible notes was less than the related principal amounts, and accordingly, no shares were assumed to be issued for purposes of computing diluted ~~EPS for these periods.~~EPS.

The computation for basic and diluted EPS was as follows (in millions, except ~~per-share~~per share data):


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
	2012		2011		2012		2011		2013		2012
Income (Numerator):
Net income for basic and diluted EPS	$	1,107	$	454	$	3,557	$	2,749	$	1,434	$	1,184

Shares (Denominator):
Weighted-average shares for basic EPS	771		907		779		922		751		791
Effect of dilutive securities	12		7		10		8		13		9
Weighted-average shares for diluted EPS	783		914		789		930		764		800

Basic EPS	$	1.44	$	0.50	$	4.57	$	2.98	$	1.91	$	1.50
Diluted EPS	$	1.41	$	0.50	$	4.51	$	2.96	$	1.88	$	1.48

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013, there were no anti-dilutive shares of our common stock from employee stock-based awards calculated on a weighted-average basis. For the three months ended March 31, 2012, there were employee stock-based awards, calculated on a weighted-average basis, to acquire ~~1 million~~ ~~and~~ 811 million shares of our common stock ~~respectively, that are not included in the computation of diluted EPS because their impact would have been anti-dilutive. For the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2011, there were employee stock-based awards, calculated on a weighted-average basis, to acquire~~ ~~33 million~~ ~~and~~ ~~34 million~~ ~~shares of our common stock, respectively,~~ that are not included in the computation of diluted EPS because their impact would have been anti-dilutive. In addition, shares of our common stock that may be issued upon exercise of our warrants are not included in the computation of diluted EPS for any of the periods presented above because their impact would have been anti-dilutive.

~~5. Collaborative arrangements~~

~~AstraZeneca Plc.~~

In March 2012, we entered into a collaboration agreement with AstraZeneca Plc. (AstraZeneca) to jointly develop and commercialize certain monoclonal antibodies from Amgen’s clinical inflammation portfolio, including brodalumab (AMG 827), AMG 139, AMG 157, AMG 181 and AMG 557. The agreement covers the worldwide development and commercialization, except for certain Asian countries for brodalumab and Japan for AMG 557, that are licensed to other third parties.

~~Under the terms of the agreement, approximately~~ ~~65%~~ ~~of related development costs for the 2012-2014 periods will be funded by AstraZeneca, thereafter,~~ ~~the companies will share costs equally~~. If approved for sale, Amgen would receive a low-single-digit royalty rate for brodalumab and a mid-single-digit royalty rate for the rest of the portfolio, after which the worldwide commercialization ~~profits and losses related to the collaboration would be shared equally. In connection with the transfer of technology rights, Amgen received a payment~~of ~~$50 millionwhich was recognized in Other revenues in the Condensed Consolidated Statement of Income for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012. Cost recoveries recognized for development costs incurred under this agreement during the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2012, were not material.~~

~~The collaboration agreement will continue in effect unless terminated earlier in accordance with its terms.~~

~~Takeda Pharmaceutical Company Limited~~

In 2008, we entered into an arrangement with Takeda Pharmaceutical Company Limited (Takeda), that provided Takeda both: (i) the exclusive rights to develop and commercialize for the Japanese market up to 12 molecules from our portfolio across a range of therapeutic areas, including oncology and inflammation (collectively the “Japanese market products”) and (ii) the right to collaborate with us on the worldwide (outside of Japan) development and commercialization of our product candidate, motesanib. The Japanese market products include Vectibix^® ~~and certain product candidates. In connection with this 2008 arrangement, we received upfront payments of~~ ~~$300 million~~ ~~that were deferred and were being recognized as Other revenues in our Consolidated Statements of Income over the estimated period of continuing involvement of approximately~~ ~~20 years. In June 2012, this arrangement was modified and as of the date of modification,~~ ~~$230 million~~ ~~of this deferred revenue was on the balance sheet.~~

~~In 2011, we announced that the motesanib pivotal phase 3 trial (MONET1) had not met its primary objective of demonstrating an improvement in overall survival.~~

In June 2012, the parties materially modified this arrangement such that Amgen licensed all of its rights to motesanib to Takeda which now has control over the worldwide development and commercialization of motesanib. As a result of this modification, we will no longer participate in the development of motesanib and our obligations with respect to motesanib are limited primarily to closing the MONET1 clinical trial and transitioning certain existing development data and manufacturing capabilities (collectively “transition services”) from our contract manufacturer to Takeda. In exchange for licensing motesanib to Takeda, we received an additional upfront payment of ~~$3 million~~ ~~and will receive incremental cost recoveries of approximately~~ ~~$21 million~~. We may also receive substantive success-based regulatory approval milestones and royalties on global sales of motesanib, if approved for sale, that are substantially lower than those under the 2008 arrangement.

Upon the modification of the arrangement, we determined that the remaining deliverables are: (i) the additional license rights to motesanib granted to Takeda and related transition services, (ii) commercial supply of Vectibix^® ~~and (iii) clinical and commercial supply and data relating to certain development activities, to the extent undertaken by Amgen, for the Japanese market products other than Vectibix~~^®. We considered several factors in determining whether stand-alone value exists for each deliverable, including the rights and ability to perform the R&D activities, as well as the ability of parties to use a third party to perform their respective designated activities under the arrangement. The estimated selling prices for the undelivered items were determined by using third party evidence and best estimate of selling price (BESP) where applicable as of the date of modification. BESP was determined primarily using a probability-weighted discounted cash flow analysis. The fixed or determinable arrangement consideration was allocated to the undelivered items based on the relative selling price method and will be recognized as the services are performed or product is delivered. This amount was deducted from the sum of the consideration to be received in the future plus deferred revenue from the original 2008 arrangement as of the date of the modification of ~~$230 million~~ ~~with the remainder of~~ ~~$206 million~~ ~~recognized as Other revenues in our Condensed Consolidated Statements of Income for the~~ ~~three months endedJune 30, 2012. During the~~ ~~three months endedSeptember 30, 2012, deferred revenue of~~ ~~$24 million~~ ~~was recognized as the related services were completed. In addition, we may also receive royalties and numerous individually immaterial milestones aggregating~~ ~~$337 million~~ upon the achievement of various substantive success-based development and regulatory approval milestones. The receipt of these amounts, however, is contingent upon the occurrence of various future events that have a high degree of uncertainty of occurring.

6.5. Available-for-sale investments

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of available-for-sale investments by type of security were as follows (in millions):


Type of security as of September 30, 2012	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Type of security as of March 31, 2013										Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
U.S. Treasury securities	$	3,936	$	24	$	—		$	3,960	$	2,698	$	9	$	—		$	2,707
Other government-related debt securities:
Obligations of U.S. government agencies and FDIC-guaranteed bank debt	1,180		18		—			1,198
U.S.										1,013		6		—			1,019
Foreign and other	1,656		56		—			1,712		1,436		35		(5		)	1,466
Corporate debt securities:
Financial	3,158		99		(1		)	3,256		3,907		72		(2		)	3,977
Industrial	4,208		114		(4		)	4,318		4,380		79		(2		)	4,457
Other	420		12		—			432		470		9		—			479
Residential mortgage-backed securities	1,834		9		(7		)	1,836		1,816		9		(8		)	1,817
Other mortgage- and asset-backed securities	2,062		10		(6		)	2,066		1,515		2		(20		)	1,497
Money market mutual funds	4,000		—		—			4,000		1,742		—		—			1,742
Other short-term interest-bearing securities	2,105		—		—			2,105		1,677		—		—			1,677
Total debt security investments	24,559		342		(18		)	24,883
Total interest-bearing securities										20,654		221		(37		)	20,838
Equity securities	50		2		—			52		55		7		—			62
Total available-for-sale investments	$	24,609	$	344	$	(18	)	$	24,935	$	20,709	$	228	$	(37	)	$	20,900


Type of security as of December 31, 2011	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Type of security as of December 31, 2012										Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
U.S. Treasury securities	$	3,878	$	68	$	—		$	3,946	$	4,443	$	15	$	—		$	4,458
Other government-related debt securities:
Obligations of U.S. government agencies and FDIC-guaranteed bank debt	1,548		23		—			1,571
U.S.										1,018		12		—			1,030
Foreign and other	441		9		—			450		1,549		60		(1		)	1,608
Corporate debt securities:
Financial	2,493		30		(15		)	2,508		3,266		96		(1		)	3,361
Industrial	3,077		79		(10		)	3,146		4,283		100		(3		)	4,380
Other	280		9		—			289		441		11		—			452
Residential mortgage-backed securities	518		3		(3		)	518		1,828		9		(8		)	1,829
Other mortgage- and asset-backed securities	1,271		3		(7		)	1,267		1,769		7		(9		)	1,767
Money market mutual funds	6,266		—		—			6,266		2,620		—		—			2,620
Total debt security investments	19,772		224		(35		)	19,961
Other short-term interest-bearing securities										2,186		—		—			2,186
Total interest-bearing securities										23,403		310		(22		)	23,691
Equity securities	42		—		—			42		52		2		—			54
Total available-for-sale investments	$	19,814	$	224	$	(35	)	$	20,003	$	23,455	$	312	$	(22	)	$	23,745

118

The fair values of available-for-sale investments by classification in the Condensed Consolidated Balance Sheets were as follows (in millions):


Classification in the Condensed Consolidated Balance Sheets	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
Cash and cash equivalents	$	5,332	$	6,266	$	2,097	$	2,887
Marketable securities	19,551		13,695		18,741		20,804
Other assets — noncurrent	52		42		62		54
Total available-for-sale investments	$	24,935	$	20,003	$	20,900	$	23,745

Cash and cash equivalents in the table above excludes cash of $~~491~~433 million and $~~680~~370 million as of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, respectively.

The fair values of available-for-sale ~~debt~~interest-bearing security investments by contractual maturity, except for mortgage- and asset- backed securities that do not have a single maturity date, were as follows (in millions):


Contractual maturity	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
Maturing in one year or less	$	8,501	$	6,791	$	3,916	$	7,175
Maturing after one year through three years	4,998		5,855		4,926		5,014
Maturing after three years through five years	5,861		5,379		6,919		6,286
Maturing after five years through ten years	1,621		151		1,763		1,620
Mortgage- and asset-backed securities	3,902		1,785		3,314		3,596
Total debt security investments	$	24,883	$	19,961
Total interest-bearing securities					$	20,838	$	23,691

For the three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, realized gains totaled $3185 million and $3267 million, respectively, and realized losses totaled $1118 million and $~~12 million, respectively. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011, realized gains totaled~~ ~~$147 million~~ ~~and~~ ~~$169 million, and realized losses totaled~~ ~~$41 million~~ ~~and~~ ~~$25~~19 million, respectively. The cost of securities sold is based on the specific identification method.

The primary objective of our investment portfolio is to enhance overall returns in an efficient manner while maintaining safety of principal, prudent levels of liquidity and acceptable levels of risk. Our investment policy limits ~~debt~~interest-bearing security investments to certain types of debt and money market instruments issued by institutions with primarily ~~investment-grade~~investment grade credit ratings and places restrictions on maturities and concentration by asset class and issuer.

We review our available-for-sale investments for other-than-temporary declines in fair value below our cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below our cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, we believe the cost bases for our available-for-sale investments were recoverable in all material respects.

7.6. Inventories

Inventories consisted of the following (in millions):


	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
Raw materials	$	198	$	158	$	215	$	192
Work in process	1,755		1,802		1,646		1,723
Finished goods	816		524		876		829
Total inventories	$	2,769	$	2,484	$	2,737	$	2,744

129

~~8. Intangible assets~~

~~Intangible assets consisted of the following (in millions):~~

September 30, 2012 December 31, 2011

Gross
carrying
amount

Accumulated
amortization

Intangible
assets, net

Gross
carrying
amount

Accumulated
amortization

Intangible
assets, net
Finite-lived intangible assets:
Acquired product technology rights:
Developed product technology $ 2,872
$ (1,955 ) $ 917
$ 2,872
$ (1,811 ) $ 1,061
Core technology 1,348
(917 ) 431
1,348
(850 ) 498
Trade name 190
(129 ) 61
190
(120 ) 70
Acquired R&D technology rights 687
(370 ) 317
350
(350 ) —
Other acquired intangible assets 897
(457 ) 440
686
(406 ) 280
Total finite-lived intangible assets 5,994
(3,828 ) 2,166
5,446
(3,537 ) 1,909

Indefinite-lived intangible assets:
IPR&D 1,358
—
1,358
675
—
675
Contract assets 156
—
156
—
—
—
Total indefinite-lived intangible assets 1,514
—
1,514
675
—
675

Total identifiable intangible assets $ 7,508
$ (3,828 ) $ 3,680
$ 6,121
$ (3,537 ) $ 2,584

~~Acquired R&D technology rights, Other acquired intangible assets, IPR&D and Contract assets as of~~ ~~September 30, 2012, included the identifiable intangible assets acquired in connection with the acquisitions of Micromet, MN and KAI (see Note 2, Business combinations).~~

~~During the three months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011, we recognized amortization charges associated with our finite-lived intangible assets of~~ ~~$101 million~~ ~~and~~ ~~$93 million, respectively. During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011, we recognized amortization charges associated with our finite-lived intangible assets of~~ ~~$290 million~~ ~~and~~ ~~$289 million~~, respectively. The total estimated amortization charges for our finite-lived intangible assets for the three months ended December 31, 2012, and the years ended December 31, 2013, 2014, 2015, 2016 and 2017, are ~~$103 million~~, ~~$423 million~~, ~~$406 million~~, ~~$393 million~~, ~~$372 million~~ ~~and~~ ~~$230 million, respectively.~~

9.7. Financing arrangements

The carrying values and the fixed contractual coupon rates of our long-term borrowings were as follows ~~(dollar amounts in~~(in millions):


	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
0.375% convertible notes due 2013 (0.375% 2013 Convertible Notes)	$	2,452		$	2,346		$	—		$	2,488
1.875% notes due 2014 (1.875% 2014 Notes)	1,000			1,000			1,000			1,000
4.85% notes due 2014 (4.85% 2014 Notes)	1,000			1,000			1,000			1,000
2.30% notes due 2016 (2.30% 2016 Notes)	749			748			749			749
2.50% notes due 2016 (2.50% 2016 Notes)	999			999			999			999
2.125% notes due 2017 (2.125% 2017 Notes)	1,248			—			1,248			1,248
5.85% notes due 2017 (5.85% 2017 Notes)	1,099			1,099			1,099			1,099
6.15% notes due 2018 (6.15% 2018 Notes)	499			499			499			499
4.375% euro-denominated notes due 2018 (4.375% 2018 euro Notes)	710			714			708			723
5.70% notes due 2019 (5.70% 2019 Notes)	999			998			999			999
2.125% euro-denominated notes due 2019 (2.125% 2019 euro Notes)	871			—			868			887
4.50% notes due 2020 (4.50% 2020 Notes)	300			300			300			300
3.45% notes due 2020 (3.45% 2020 Notes)	897			897			897			897
4.10% notes due 2021 (4.10% 2021 Notes)	998			998			998			998
3.875% notes due 2021 (3.875% 2021 Notes)	1,745			1,745			1,745			1,745
3.625% notes due 2022 (3.625% 2022 Notes)	747			—			747			747
5.50% pound-sterling-denominated notes due 2026 (5.50% 2026 pound sterling Notes)	766			739			715			763
4.00% pound-sterling-denominated notes due 2029 (4.00% 2029 pound sterling Notes)	1,121			—			1,047			1,117
6.375% notes due 2037 (6.375% 2037 Notes)	899			899			899			899
6.90% notes due 2038 (6.90% 2038 Notes)	499			499			499			499
6.40% notes due 2039 (6.40% 2039 Notes)	996			996			996			996
5.75% notes due 2040 (5.75% 2040 Notes)	697			697			697			697
4.95% notes due 2041 (4.95% 2041 Notes)	595			595			595			595
5.15% notes due 2041 (5.15% 2041 Notes)	2,232			2,232			2,232			2,232
5.65% notes due 2042 (5.65% 2042 Notes)	1,244			1,244			1,244			1,244
5.375% notes due 2043 (5.375% 2043 Notes)	1,000			—			1,000			1,000
Other, including our zero-coupon convertible notes	116			184
Other notes							112			109
Total debt	26,478			21,428			23,892			26,529
Less current portion	(2,458		)	(84		)	(7		)	(2,495		)
Total noncurrent debt	$	24,020		$	21,344		$	23,885		$	24,034

~~Debt repayments~~

Convertible notes

~~During~~In February 2013, our 0.375% 2013 Convertible Notes matured/converted, and accordingly, the ~~nine~~$2.5 billion ~~months ended~~principal amount was settled in cash. We also elected to pay the note holders who converted their notes ~~September 30, 2012, we repaid~~ $~~102~~99 million of ~~debt, including~~cash for the ~~redemption of all of our outstanding zero-coupon convertible notes due in 2032 and debt assumed in the acquisition of MN.~~

~~Debt issuances~~

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012, we issued debt securities in the following offerings:~~

~~In May 2012, we issued~~ ~~$3.0 billion~~ ~~aggregate principal amount of notes, consisting of the~~ ~~2.125%~~ ~~2017 Notes, the~~ ~~3.625%~~ ~~2022 Notes and the~~ ~~5.375%~~ ~~2043 Notes.~~

~~In September 2012, we issued~~ ~~$2.0 billion~~ ~~aggregate principal amount of notes, consisting of the~~ ~~2.125%~~ ~~2019 euro Notes (€675 million~~ ~~aggregate principal amount) and the~~ ~~4.00%~~ ~~2029 pound sterling Notes (£700 million~~ ~~aggregate principal amount).~~

~~All of the debt issued during 2012 may be redeemed at any time at our option, in whole or in part, at~~conversion value that exceeded the principal amount of the notes, ~~being redeemed plus accrued interest and~~as allowed under the original terms of the notes. As a ~~“make-whole” amount, as defined. In the event~~result of ~~a change-in-control triggering event, as defined,~~this conversion, we ~~may be required to purchase all or a portion of these notes at a price equal to~~received ~~101%~~$99 million of cash from the ~~principal amount~~counterparty to the related convertible note hedge to offset the corresponding payment to the convertible note holders. In addition, on May 1, 2013, warrants to acquire 32 million shares of ~~the notes plus accrued interest. Debt issuance costs incurred~~our common stock at an exercise price of $104.80 originally sold in connection with the issuance of ~~this debt totaling approximately~~the 0.375% 2013 Convertible Notes were exercised resulting in a net cash settlement of $25100 million ~~are being amortized over the respective lives of the notes and the related charges are included in Interest expense, net in the Condensed Consolidated Statements of Income.~~.

~~10.~~

8. Stockholders’ equity

Stock repurchase program

Activity under our stock repurchase program was as follows (in millions):

2012 2011
Shares Dollars Shares Dollars
First quarter 21.0 $ 1,429
—
$ —
Second quarter 17.4 1,203
12.9
732
Third quarter 9.7 797
45.4
2,421
Total stock repurchases 48.1 $ 3,429
58.3
$ 3,153



	2013			2012
	Shares	Dollars		Shares	Dollars
First quarter	9.1	$	771	21.0	$	1,429

As of ~~September 30, 2012~~March 31, 2013, $1.6 billion remained available under our ~~$10 billion~~Board of Directors-approved stock repurchase program.

~~Shares issued for stock-based compensation programs~~

~~Common stock issued in connection with the Company's equity award programs totaled~~ ~~8.7 million~~ ~~shares and~~ ~~20.6 million~~ ~~shares for the~~ ~~three and nine months endedSeptember 30, 2012, respectively.~~

Dividends

On December ~~15, 2011,~~13, 2012, the Board of Directors declared a quarterly cash dividend of $~~0.36~~0.47 per share of common stock, which was paid on March 7, ~~2012.~~2013. On March ~~15, 2012,~~6, 2013, the Board of Directors declared a quarterly cash dividend of $~~0.36~~ ~~per share of common stock, which was paid on June 7, 2012. On July 19, 2012, the Board of Directors declared a quarterly cash dividend of~~ ~~$0.36~~ ~~per share of common stock, which was paid on September 7, 2012. On October 10, 2012, the Board of Directors declared a quarterly cash dividend of~~ ~~$0.36~~0.47 per share of common stock, which will be paid on ~~December~~June 7, ~~2012,~~2013, to all stockholders of record as of the close of business on ~~November 15, 2012.~~May 16, 2013.

Accumulated other comprehensive income

The components of AOCI were as follows (in millions):



	Foreign currency translation			Cash flow hedges			Available-for-sale securities			Other			AOCI
Balance as of December 31, 2012	$	12		$	(35	)	$	183		$	(14	)	$	146
Foreign currency translation adjustments	(36		)	—			—			—			(36		)
Unrealized (losses) gains	—			(25		)	(32		)	1			(56		)
Reclassification adjustments to income	—			144			(67		)	—			77
Income taxes	13			(44		)	37			—			6
Balance as of March 31, 2013	$	(11	)	$	40		$	121		$	(13	)	$	137

The reclassifications out of AOCI to Net income were as follows (in millions):



	Amount reclassified out of AOCI
	Three months ended			Line item affected in the
Components of AOCI	March 31, 2013			Statement of Income
Cash flow hedges:
Foreign currency contract losses	$	(4	)	Product sales
Cross-currency swap contract losses	(140		)	Interest and other income, net
	(144		)	Total before income tax
	53			Income tax (expense)/benefit
	$	(91	)	Net of income taxes
Available-for-sale securities:
Net realized gains	$	67		Interest and other income, net
	(25		)	Income tax (expense)/benefit
	$	42		Net of income taxes

~~11.~~

9. Fair value measurement

To estimate the fair value of our financial assets and liabilities we use valuation approaches within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the source of inputs as follows:




Level 1	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
Level 2	—	Valuations for which all significant inputs are observable, either directly or indirectly, other than level 1 inputs
Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value

requires more judgment. In certain cases, the inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

The fair value of each major class of the Company’s financial assets and liabilities measured at fair value on a recurring basis was as follows (in millions):


	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)				Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Fair value measurement
as of September 30, 2012, using:			Total
as of March 31, 2013, using:												Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)		Total
Assets:
Available-for-sale securities:
Available-for-sale investments:
U.S. Treasury securities	$	3,960				$	—			$	—	$	3,960			$	2,707				$	—	$	—	$	2,707
Other government-related debt securities:
Obligations of U.S. government agencies and FDIC-guaranteed bank debt	—			1,198					—		1,198
U.S.												—		1,019					—		1,019
Foreign and other	—			1,712				—		1,712		—		1,466				—		1,466
Corporate debt securities:
Financial	—			3,256				—		3,256		—		3,977				—		3,977
Industrial	—			4,318				—		4,318		—		4,457				—		4,457
Other	—			432				—		432		—		479				—		479
Residential mortgage-backed securities	—			1,836				—		1,836		—		1,817				—		1,817
Other mortgage- and asset-backed securities	—			2,066				—		2,066		—		1,497				—		1,497
Money market mutual funds	4,000			—				—		4,000		1,742		—				—		1,742
Other short-term interest-bearing securities	—			2,105				—		2,105		—		1,677				—		1,677
Equity securities	52			—				—		52		62		—				—		62
Derivatives:
Foreign currency contracts	—			87				—		87		—		108				—		108
Cross-currency swap contracts	—			12				—		12		—		8				—		8
Interest rate swap contracts												—		22				—		22
Total assets	$	8,012		$	17,022			$	—	$	25,034	$	4,511	$	16,527			$	—	$	21,038
Liabilities:
Derivatives:
Foreign currency contracts	$	—		$	55			$	—	$	55	$	—	$	21			$	—	$	21
Cross-currency swap contracts	—			27				—		27		—		72				—		72
Contingent consideration obligations in connection with a business combination	—			—				195		195		—		—				222		222
Total liabilities	$	—		$	82			$	195	$	277	$	—	$	93			$	222	$	315

1612


	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)				Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Fair value measurement
as of December 31, 2011, using:			Total
as of December 31, 2012, using:												Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)		Total
Assets:
Available-for-sale investments:
U.S. Treasury securities	$	3,946				$	—			$	—	$	3,946			$	4,458				$	—		$	—	$	4,458
Other government-related debt securities:
Obligations of U.S. government agencies and FDIC-guaranteed bank debt	—			1,571					—		1,571
U.S.												—				1,030				—			1,030
Foreign and other	—			450				—		450		—		1,608				—		1,608
Corporate debt securities:
Financial	—			2,508				—		2,508		—		3,361				—		3,361
Industrial	—			3,146				—		3,146		—		4,380				—		4,380
Other	—			289				—		289		—		452				—		452
Residential mortgage-backed securities	—			518				—		518		—		1,829				—		1,829
Other mortgage- and asset-backed securities	—			1,267				—		1,267		—		1,767				—		1,767
Money market mutual funds	6,266			—				—		6,266		2,620		—				—		2,620
Other short-term interest-bearing securities												—		2,186				—		2,186
Equity securities	42			—				—		42		54		—				—		54
Derivatives:
Foreign currency contracts	—			172				—		172		—		46				—		46
Interest rate swap contracts	—			377				—		377
Cross-currency swap contracts												—		65				—		65
Total assets	$	10,254		$	10,298			$	—	$	20,552	$	7,132	$	16,724			$	—	$	23,856
Liabilities:
Derivatives:
Foreign currency contracts	$	—		$	48			$	—	$	48	$	—	$	59			$	—	$	59
Cross-currency swap contracts	—			26				—		26		—		6				—		6
Contingent consideration obligations in connection with a business combination	—			—				190		190		—		—				221		221
Total liabilities	$	—		$	74			$	190	$	264	$	—	$	65			$	221	$	286

The fair values of our U.S. Treasury securities, money market mutual funds and equity securities are based on quoted market prices in active markets with no valuation adjustment.

Most of our other government-related and corporate debt securities are investment grade with maturity dates offiveyears or less from the balance sheet date. Our other government-related debt securities portfolio is composed of securities with weighted-average credit ratings of A+ by Standard & ~~Poor’s~~Poor's (S&P) or Fitch, Inc. (Fitch) and AA- or equivalent by ~~Moody’s~~Moody's Investors Service, Inc. ~~(Moody’s) or Fitch, Inc. (Fitch)~~(Moody's); and our corporate debt securities portfolio has a weighted-average credit rating of A- or equivalent by S&P, ~~and Moody’s and A by~~Moody's or Fitch. We estimate the fair values of these securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs.

Our residential mortgage-, other mortgage- and asset-backed securities portfolio is composed entirely of senior tranches, with credit ratings of AA+ by S&P and AAA or equivalent by ~~Moody’s~~Moody's or Fitch. We estimate the fair values of these securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.

We value our other short-term interest-bearing securities at amortized cost, which approximates fair value given their near term maturity dates.

Substantially all of our foreign currency forward and option derivatives contracts have maturities of ~~primarily over a three-year time horizon~~three years or less and all are with counterparties that have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch.

We estimate the fair

values of these contracts by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable, either directly or indirectly. These inputs include foreign currency rates, London Interbank Offered Rates (LIBOR), cash and swap rates and obligor credit default swap rates. In addition, inputs for our foreign currency option contracts also include implied volatility measures. These inputs, where applicable, are at commonly quoted intervals. ~~(See~~See Note ~~12,~~10, Derivative instruments.)

Our cross-currency swap contracts are with counterparties that have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch. We estimate the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, LIBOR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads. ~~(See~~See Note ~~12,~~10, Derivative instruments.)

~~All of our~~Our interest rate swap contracts ~~were terminated during the three months ended June 30, 2012 (See Note 12, Derivative instruments.) While outstanding, our interest rate swap contracts were~~are with counterparties that ~~had~~have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch. We estimated the fair values of these contracts by using an income-based industry standard valuation model for which all significant inputs were observable either directly or indirectly. These inputs included LIBOR, swap rates and obligor credit default swap rates.

As a result of our acquisition of BioVex Group, Inc. in March 2011, we are obligated to pay its former shareholders up to $575 million of additional consideration contingent upon achieving up to eight separate regulatory and sales-related milestones with regard to talimogene laherparepvec, which was acquired in the acquisition and is currently in phase 3 clinical development for the treatment of ~~malignant~~ melanoma. The three largest of these potential payments are $125 million each, including the amount due ~~upon completion of the filing of~~if a Biologics License Application is filed with the ~~FDA.~~U.S. Food and Drug Administration. Potential payments are also due upon the first commercial sale in each of the United States and the European Union ~~(EU)~~ following receipt of marketing approval which includes use of the product in specified patient populations and upon achievement of specified levels of sales within specified periods of time.

These contingent consideration obligations are recorded at their estimated fair values with any changes in fair value recognized in earnings. The fair value measurements of these obligations are based on significant unobservable inputs, including the estimated probabilities and timing of achieving the related regulatory events in connection with these milestones and, as applicable, estimated annual sales. Significant changes (increases or decreases) in these inputs would result in corresponding changes in the fair values of the contingent consideration obligations.

~~Annually, or whenever there~~We revalue these contingent consideration obligations each reporting period until the related contingencies are ~~significant changes in underlying key assumptions, we~~resolved. We estimate the fair values of these ~~contingent consideration~~ obligations by using a combination of probability-adjusted discounted cash flows, option pricing techniques and a simulation model of expected annual sales. Quarterly, ~~a review of key assumptions is performed by~~ management in our R&D and commercial sales ~~organizations.~~organizations review key assumptions used in the fair value measurements of these obligations. In the absence of any significant changes in key assumptions, the ~~quarterly determination of~~changes in fair values of these contingent consideration obligations ~~reflects~~reflect the passage of time and changes in our credit risk adjusted rate used to discount obligations to present value. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012,, there were no significant changes in underlying key assumptions; and the increases in the estimated aggregate fair value of $21 million and $52 million, respectively, were recorded in Other operating expenses in the Condensed Consolidated Statements of Income.

There have been no transfers of assets or liabilities between the fair value measurement levels, and there were no material remeasurements to fair value during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, of assets and liabilities that are not measured at fair value on a recurring basis. ~~See Note 2, Business combinations for further discussion on an impairment of an indefinite-lived intangible asset that we recognized during the three months ended September 30, 2012.~~

Summary of the fair value of other financial instruments

Cash equivalents

The estimated fair values of cash equivalents approximate their carrying values due to the short-term nature of these financial instruments.

Borrowings

We ~~estimate~~estimated the fair values of our convertible notes, while outstanding, (Level 2) by using an income-based industry standard valuation model for which all significant inputs ~~are~~were observable either directly or indirectly, including benchmark yields adjusted for our credit risk. The fair value of our convertible notes ~~represents~~represented only the liability components of these instruments, because their equity components are included in Common stock and additional paid-in capital in the Condensed Consolidated Balance Sheets. We estimate the fair values of our other long-term notes (Level 2) by taking into consideration indicative prices obtained from a ~~third party~~third-party financial institution that utilizes industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable either directly or indirectly. These inputs include reported

trades of and broker/dealer quotes on the same or similar securities; credit spreads; benchmark yields; foreign currency exchange rates, as applicable; and other observable inputs. As of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, the aggregate fair values of our long-term debt were $~~29.5~~26.9 billion and $~~23.0~~29.9 billion, respectively, and the carrying values were $~~26.5~~23.9 billion and $~~21.4~~26.5 billion, respectively.

~~12.~~10. Derivative instruments

The Company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. To reduce our risks related to these exposures, we utilize or have utilized certain derivative instruments, including foreign currency forward, foreign currency option, cross-currency swap, forward interest rate and interest rate swap contracts. We do not use derivatives for speculative trading purposes.

Cash flow hedges

We are exposed to possible changes in the values of certain anticipated foreign currency cash flows resulting from changes in foreign currency exchange rates, associated primarily with our euro-denominated international product sales. Increases and decreases in the cash flows associated with our international product sales due to movements in foreign currency exchange rates are offset partially by the corresponding increases and decreases in our international operating expenses resulting from these foreign currency exchange rate movements. To further reduce our exposure to foreign currency exchange rate fluctuations on our international product sales, we enter into foreign currency forward and option contracts to hedge a portion of our projected international product sales primarily over a three-year time horizon, with, at any given point in time, a higher percentage of nearer-term projected product sales being hedged than in successive periods. As of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, we had open foreign currency forward contracts with notional amounts of $~~3.0~~3.7 billion ~~and~~ ~~$3.5 billion, respectively,~~ and open foreign currency option contracts with notional amounts of $~~261~~139 million and $~~292~~200 million, respectively. These foreign currency forward and option contracts, primarily euro based, have been designated as cash flow hedges, and accordingly, the effective portions of the unrealized gains and losses on these contracts are reported in ~~Accumulated Other Comprehensive Income (AOCI)~~AOCI in the Condensed Consolidated Balance Sheets and reclassified to earnings in the same periods during which the hedged transactions affect earnings.

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term notes denominated in foreign currencies, we entered into cross-currency swap contracts. Under the terms of these contracts, we paid euros/pounds sterling and received U.S. dollars for the notional amounts at the inception of the contracts, and we exchange interest payments based on these notional amounts at fixed rates over the lives of the contracts in which we pay U.S. dollars and receive euros/pounds sterling. In addition, we will pay U.S. dollars to and receive euros/pounds sterling from the counterparties at the maturities of the contracts for these same notional amounts. The terms of these contracts correspond to the related hedged notes, effectively converting the interest payments and principal repayment on these notes from euros/pounds sterling to U.S. dollars. These cross-currency swap contracts have been designated as cash flow hedges, and accordingly, the effective portions of the unrealized gains and losses on these contracts are reported in AOCI and reclassified to earnings in the same periods during which the hedged debt affects earnings. The notional amounts and interest rates of our cross-currency swaps are as follows (notional amounts in millions):



	Foreign currency				U.S. dollars
Hedged notes	Notional Amount		Interest rate		Notional Amount		Interest rate
2.125% 2019 euro Notes	€	675	2.125	%	$	864	2.6	%
5.50% 2026 pound sterling Notes	£	475	5.50	%	$	748	5.8	%
4.00% 2029 pound sterling Notes	£	700	4.00	%	$	1,122	4.3	%

In connection with the anticipated issuance of long-term fixed-rate debt, we occasionally enter into forward interest rate contracts in order to hedge the variability in cash flows due to changes in the applicable Treasury rate between the time we enter into these contracts and the time the related debt is issued. Gains and losses on such contracts, which are designated as cash flow hedges, are reported in AOCI and amortized into earnings over the lives of the associated debt issuances.

The effective portion of the unrealized gain/(loss) recognized in other comprehensive income for our derivative instruments designated as cash flow hedges was as follows (in millions):


	Three months ended					Nine months ended						Three months ended
	September 30,					September 30,						March 31,
Derivatives in cash flow hedging relationships	2012			2011		2012			2011			2013			2012
Foreign currency contracts	$	(127	)	$	105	$	(25	)	$	(113	)	$	100		$	(87	)
Cross-currency swap contracts	38			—		11			—			(125		)	8
Forward interest rate contracts	—			—		(7		)	—
Total	$	(89	)	$	105	$	(21	)	$	(113	)	$	(25	)	$	(79	)

The location in the Condensed Consolidated Statements of Income and the effective portion of the gain/(loss) reclassified ~~from~~out of AOCI into earnings for our derivative instruments designated as cash flow hedges were as follows (in millions):


		Three months ended					Nine months ended							Three months ended
		September 30,					September 30,							March 31,
Derivatives in cash flow hedging relationships	Statements of Income location	2012		2011			2012			2011			Statements of Income location	2013			2012
Foreign currency contracts	Product sales	$	38	$	(41	)	$	67		$	(82	)	Product sales	$	(4	)	$	11
Cross-currency swap contracts	Interest and other income, net	58		—			54			—			Interest and other income, net	(140		)	13
Forward interest rate contracts	Interest expense, net	—		(1		)	(1		)	(1		)
Total		$	96	$	(42	)	$	120		$	(83	)		$	(144	)	$	24

No portions of our cash flow hedge contracts are excluded from the assessment of hedge effectiveness, and the ineffective portions of these hedging instruments were approximately $1 million of ~~losses for both the three~~gains and ~~nine months ended~~ ~~September 30, 2012. The ineffective portions of these hedging instruments were approximately~~ $1 million of ~~gains~~losses for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2011~~March 31, 2013. and 2012, respectively. As of ~~September 30, 2012~~March 31, 2013, the amounts expected to be reclassified ~~from~~out of AOCI into earnings over the next 12 months are approximately $325 million of net gains on our foreign currency and cross-currency swap contracts and approximately $1 million of losses on forward interest rate contracts.

Fair value hedges

To achieve a desired mix of fixed and floating interest rates on our long-term debt, we entered into interest rate swap contracts, which qualified and were designated as fair value hedges. The terms of these interest rate swap contracts corresponded to the related hedged debt instruments and effectively converted a fixed interest rate coupon to a floating LIBOR-based coupon over the lives of the respective notes. ~~While outstanding,~~During the ~~rates on these swaps ranged from LIBOR plus~~ ~~0.3%~~ ~~to LIBOR plus~~ ~~2.6%. As of~~ ~~December~~three months ended March 31, ~~2011~~,2012, we had outstanding interest rate swap contracts with aggregate notional amounts of $3.6 billion with respect to our 4.85% 2014 Notes, 5.85% 2017 Notes, 6.15% 2018 Notes and 5.70% 2019 ~~Notes.~~Notes with rates that ranged from LIBOR plus 0.3% to LIBOR plus 2.6%. Due to historically low interest rates, during the three months ended June 30, 2012, we terminated all of these interest rate swap contracts. During the three months ended March 31, 2013, we entered into interest rate swap contracts ~~resulting in the receipt~~with an aggregate notional amount of $~~397 million~~2.5 billion with respect to our 3.875% 2021 Notes and our 3.625% 2022 Notes with rates that range from the counterparties, which was included in Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows for the current year period. This amount is being recognized in Interest expense, net in the Condensed Consolidated Statements of Income over the remaining lives of the related debt issuances.three-month LIBOR plus 1.6% to three-month LIBOR plus 2.0%.

For derivative instruments that are designated and qualify as fair value hedges, the unrealized gain or loss on the derivative resulting from the change in fair value during the period as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk is recognized in current earnings. ~~While the interest rate swaps were outstanding, for~~For the ~~nine~~three months ended ~~September 30,~~ March 31, 2013 and 2012, we included the unrealized losses on the hedged debt of $2022 million ~~in the same line item, Interest expense, net, in the Condensed Consolidated Statements of Income, as the offsetting unrealized gains of~~ ~~$20 million~~ ~~on the related interest rate swap contracts. For the~~ ~~three~~ and ~~nine~~ ~~months ended~~ ~~September 30, 2011, we included~~ the unrealized ~~losses~~gains on the hedged debt of $~~149 million~~ ~~and~~ ~~$186~~18 million, respectively, in the same line item, Interest expense, net, in the Condensed Consolidated Statements of Income, as the offsetting unrealized gains of $~~149~~22 million and the unrealized losses of $~~186~~18 million, respectively, on the related interest rate swap agreements.

Derivatives not designated as hedges

We enter into foreign currency forward contracts that are not designated as hedging transactions to reduce our exposure to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies. These exposures are hedged on a month-to-month basis. As of ~~September 30, 2012~~March 31, 2013, and December 31, ~~2011~~2012, the total notional amounts of these foreign currency forward contracts were $~~743~~655 million and $~~389~~629 million, respectively.

The location in the Condensed Consolidated Statements of Income and the amount of gain/(loss) recognized in earnings for our derivative instruments not designated as hedging instruments were as follows (in millions):


		Three months ended				Nine months ended						Three months ended
		September 30,				September 30,						March 31,
Derivatives not designated as hedging instruments	Statements of Income location	2012		2011		2012		2011			Statements of Income location	2013			2012
Foreign currency contracts	Interest and other income, net	$	3	$	50	$	13	$	(10	)	Interest and other income, net	$	(16	)	$	(10	)

The fair values of derivatives included in the Condensed Consolidated Balance Sheets were as follows (in millions):


	Derivative assets			Derivative liabilities			Derivative assets			Derivative liabilities
September 30, 2012	Balance Sheet location	Fair value		Balance Sheet location	Fair value
March 31, 2013							Balance Sheet location	Fair value		Balance Sheet location	Fair value
Derivatives designated as hedging instruments:
Cross-currency swap contracts	Other current assets/ Other noncurrent assets	$	12	Accrued liabilities/ Other noncurrent liabilities	$	27	Other current assets/ Other noncurrent assets	$	8	Accrued liabilities/ Other noncurrent liabilities	$	72
Foreign currency contracts	Other current assets/ Other noncurrent assets	82		Accrued liabilities/ Other noncurrent liabilities	54		Other current assets/ Other noncurrent assets	107		Accrued liabilities/ Other noncurrent liabilities	21
Interest rate swap contracts							Other current assets/ Other noncurrent assets	22		Accrued liabilities/ Other noncurrent liabilities	—
Total derivatives designated as hedging instruments		94			81			137			93
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	5		Accrued liabilities	1		Other current assets	1		Accrued liabilities	—
Total derivatives not designated as hedging instruments		5			1			1			—
Total derivatives		$	99		$	82		$	138		$	93


	Derivative assets			Derivative liabilities			Derivative assets			Derivative liabilities
December 31, 2011	Balance Sheet location	Fair value		Balance Sheet location	Fair value
December 31, 2012							Balance Sheet location	Fair value		Balance Sheet location	Fair value
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other current assets/ Other noncurrent assets	$	377	Accrued liabilities/ Other noncurrent liabilities	$	—
Cross-currency swap contracts	Other current assets/ Other noncurrent assets	—		Accrued liabilities/ Other noncurrent liabilities	26		Other current assets/ Other noncurrent assets	$	65	Accrued liabilities/ Other noncurrent liabilities	$	6
Foreign currency contracts	Other current assets/ Other noncurrent assets	172		Accrued liabilities/ Other noncurrent liabilities	48		Other current assets/ Other noncurrent assets	45		Accrued liabilities/ Other noncurrent liabilities	58
Total derivatives designated as hedging instruments		549			74			110			64
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	—		Accrued liabilities	—		Other current assets	1		Accrued liabilities	1
Total derivatives not designated as hedging instruments		—			—			1			1
Total derivatives		$	549		$	74		$	111		$	65

Our derivative contracts that were in liability positions as of ~~September 30, 2012~~March 31, 2013, contain certain credit-risk-related contingent provisions that would be triggered if: (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control. If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions. In such circumstances, the counterparties could request immediate settlement of these contracts for amounts that approximate the then current fair values of the contracts. In addition, our derivative contracts are not subject to any type of master netting arrangement, and amounts due to or from a counterparty under

these contracts may only be offset against other amounts due to or from the same counterparty if an event of default or termination, as defined, were to occur.

The cash flow effects of our derivatives contracts for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, are included within Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

~~13.~~11. Contingencies and commitments

Contingencies

In the ordinary course of business, we are involved in various legal proceedings and other matters, including those discussed in this Note, that are complex in nature and have outcomes that are difficult to predict. See Note 18, Contingencies and commitments to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2011, and Note 13, Contingencies and commitments to our condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30,~~ 2012, for further discussion of certain of our legal proceedings and other matters.

We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously. ~~Excluding fees paid to our external counsel, as of~~ ~~September 30, 2012, the Company has accrued~~ ~~$806 million~~ associated with the previously-announced proposed settlement of the allegations arising out of the federal civil and criminal investigations pending in the U.S. Attorney’s Offices for the Eastern District of New York and the Western District of Washington (the Federal Investigations) and the proposed settlement of an additional civil qui tam matter we now expect to be resolved in connection with the Federal Investigations (see Government Investigations and Qui Tam Actions below), which includes accrued interest potentially due on the proposed settlement.

Our legal proceedings range from cases brought by a single plaintiff to a class action with thousands of putative class members. These legal proceedings, as well as other matters, involve various aspects of our business and a variety of claims (including but not limited to ~~patent infringement,~~ marketing, pricing and trade practices and securities law), some of which present novel factual allegations and/or unique legal theories. Except for the proposed settlement of the allegations arising out of the Federal Investigations and the settlement of the additional civil qui tam expected to be resolved in connection with the Federal Investigations, inIn each of the matters described in this filing or in Note 18, Contingencies and commitments to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2011, or in Note 13 to our condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30,~~ 2012, plaintiffs seek an award of a not-yet-quantified amount of damages or an amount that is not material. In addition, a number of the matters pending against us are at very early stages of the legal process (which in complex proceedings of the sort faced by us often extend for several years). As a result, except for the proposed settlement of the allegations arising out of the Federal Investigations and the settlement of the additional civil qui tam expected to be resolved in connection with the Federal Investigations, none of the matters described in these filings have progressed sufficiently through discovery and/or development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material.While it is not possible to accurately predict or determine the eventual outcomes of these items, an adverse determination in one or more of these items currently pending ~~including further adverse determinations associated with the pending investigations described above,~~ could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Certain recent developments concerning our legal proceedings and other matters are discussed below:

~~Co-Pay~~

State Derivative Litigation

~~A class action~~

Birch v. Sharer, et al.

Following plaintiff's voluntary motion to dismiss without prejudice this stockholder derivative lawsuit ~~titled~~ American Federation of State, County and Municipal Employees District Council 37 Health & Security Plan and Sergeants Benevolent Association Health and Welfare Fund, individually and on behalf of all others similarly situated v.pending against Amgen and ~~Pfizer Inc. (Pfizer)~~ ~~was filed~~the individual defendants, on March ~~7, 2012~~26, 2013, the Los Angeles Superior Court dismissed the matter without prejudice.

Purnell v. Sharer, et al.

On April 26, 2013, Amgen and the individual defendants filed a motion to dismiss this stockholder derivative lawsuit based on demand futility or, in the ~~U.S. District Court~~alternative, a motion to stay the action. Oral argument has been set for the Eastern District of New York. That suit was dismissed and re-filed in the U.S. District Court for the Southern District of New York on March 27, 2012. The complaint challenged the lawfulness of prescription co-pay assistance programs implemented by Amgen and Pfizer for certain of their products, including Amgen's Enbrel^® ~~and Sensipar~~^®~~. On October 4, 2012, all claims against Amgen in this lawsuit were voluntarily dismissed.~~ August 15, 2013.

~~Government Investigations and~~Other Qui Tam Actions

InAs previously disclosed, in October 2011 Amgen announced it had reached an agreement in principle to settle various allegations ~~relating~~related to its sales and marketing practices arising out of ~~the Federal Investigations.~~several federal investigations, and on December 19, 2012, Amgen ~~continues to engage in productive~~announced that it had finalized a settlement discussions with government representatives and currently expects that the agreement in principle will be formalized in a written settlement agreement (the Settlement Agreement) before the end of 2012. Amgen continues to expect that the Settlement Agreement will resolve the Federal Investigations, the related state Medicaid claims and the claims in U.S. ex rel. Westmoreland v. Amgen, et al. and nine other Qui Tam Actions described in Note 18, Contingencies and commitments to its consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2011, in a manner that will not result in exclusion from U.S. federally-funded health care programs. Amgen now expects that the Settlement Agreement will also resolve the claims of one of the other civil qui tam actions that were not included in the agreement in principle but of which Amgen was made aware during settlement discussions. (See Note 18, Contingencies and commitments to our consolidated financial statements in our Annual

Report on Form 10-K for the year ended December 31, 2011.) The additional qui tam action that Amgen expects will be resolved by the Settlement Agreement (the Additional Qui Tam) includes allegations that Amgen's promotional, contracting, sales and marketing activities and arrangements relating to ENBREL caused the submission of various false claims under the Federal Civil False Claims Act and various State False Claims Acts. Until the Settlement Agreement is signed, the Additional Qui Tam will remain under seal in the U.S. federal court in which it was filed.

~~In connection with entering into the Settlement Agreement, Amgen expects to also enter into a corporate integrity~~ agreement with the ~~Office of Inspector General of the~~ U.S. ~~Department of Health and Human Services. The proposed settlement remains subject to continuing discussions regarding the components of the Settlement Agreement~~government, 49 states and the ~~corporate integrity agreement and the completion and execution~~District of all required documentation, and until the proposed settlement and the corporate integrity agreement each become final, there can be no guarantee that these matters will be resolved by the agreement in principle.

Columbia related to those allegations (the 2012 Settlement). As previously disclosed, as part of ~~the~~those settlement discussions, ~~described above,~~ Amgen was made aware that it iswas a defendant in several other civil qui tam actions (the Other Qui Tams) in addition to those included in the October 2011 agreement in principle. As ~~stated above, we now expect that~~ previously disclosed, one of the Other Qui Tams ~~(the Additional Qui Tam) will be~~was resolved by the 2012 Settlement ~~Agreement.~~and Amgen ~~has been informed that it~~ has been dismissed from two ~~of the~~ additional Other Qui ~~Tams: U.S. ex rel. May v. Amgen, et al. and another matter that continues under seal against other defendants.~~Tams. Amgen has ~~reached a separate agreement in principle and expects to enter~~entered into a ~~written~~ settlement agreement to resolve afor an immaterial amount the fourth Other Qui Tam, ~~for~~ which ~~Amgen has accrued an immaterial amount, before the end of 2012; that matter will remain under seal~~had been filed in the U.S. District Court for South Carolina. This matter included allegations that Amgen's market share rebate agreements with various long-term care pharmacy providers and the therapeutic interchange programs allegedly instituted by the long-term care pharmacy providers did not comply with the safe harbor requirements of the federal ~~court where it was filed until~~Anti-Kickback Statute. Amgen denied all of these allegations that were resolved by the ~~settlement~~settlement. Amgen has also reached an agreement ~~is signed. The~~in principle to resolve the fifth and final Other Qui Tam action, which remains under seal

in the U.S. federal court in which it was filed, ~~and~~for an immaterial amount. This final Other Qui Tam action includes allegations that Amgen's promotional, contracting, sales and marketing activities and arrangements relating to Aranesp^®, NEUPOGEN^®, Neulasta^®, XGEVA^®, Prolia^®, Vectibix^® and Nplate^® caused the submission of various false claims under the Federal Civil False Claims ~~Act and various State False Claims Acts. Amgen continues to cooperate fully with~~Act; until the ~~government~~proposed settlement becomes final, there can be no guarantee that this fifth Other Qui Tam action will be resolved by the agreement in ~~its investigation of these allegations.~~principle.

2319



Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

This report and other documents we file with the U.S. Securities and Exchange Commission (SEC) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Such words as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” and “continue,” as well as variations of such words and similar expressions, are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. We describe our respective risks, uncertainties and assumptions that could affect the outcome or results of operations in Part I, Item ~~1A. Risk Factors in Part II herein.~~1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements. Reference is made in particular to forward-looking statements regarding product sales, regulatory activities, clinical trial results, reimbursement, expenses, EPS, liquidity and capital resources, trends and planned dividends and stock repurchases. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to assist the reader in understanding Amgen’s business. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012~~, and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30, 2012.~~. Our results of operations discussed in MD&A are presented in conformity with GAAP.

Currently, we market primarily recombinant protein therapeutics in supportive cancer care, inflammation, nephrology and ~~inflammation.~~bone disease. Our principal products are Neulasta^® (pegfilgrastim), NEUPOGEN^® (Filgrastim), ~~ENBREL~~Enbrel^® (etanercept), XGEVA^® (denosumab), Prolia^® (denosumab) and our erythropoiesis-stimulating ~~agents (ESAs):~~agents: Aranesp^® (darbepoetin alfa) and EPOGEN^® (epoetin alfa). Our product sales outside the United States consist principally of sales in Europe. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012,, our principal products represented ~~81%~~88% and ~~82% of worldwide product sales, respectively; and for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2011, our principal products represented 86% and 88%~~89% of worldwide product sales, respectively. Our other marketed products include principally Sensipar^®/Mimpara^® (cinacalcet), Vectibix^® (panitumumab), and Nplate^® (romiplostim)~~, XGEVA~~^® ~~(denosumab) and Prolia~~^® ~~(denosumab)~~.

2420

Significant developments

Following is a summary of selected significant developments affecting our business that have occurred ~~to date~~ since ~~June 30,~~December 31, 2012. For additional developments or for a more comprehensive discussion of certain developments discussed below, see our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012~~, and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30, 2012.~~.

Products/Pipeline

~~Sensipar~~^®Talimogene Laherparepvec

On March 19, 2013, we announced top-line results from the phase 3 trial in melanoma, which evaluated the efficacy and safety of talimogene laherparepvec for the treatment of unresected stage IIIB, IIIC or IV melanoma compared to treatment with subcutaneous granulocyte-macrophage colony-stimulating factor (GM-CSF).

The study met its primary endpoint of durable response rate (DRR), defined as the rate of complete or partial response lasting continuously for at least six months. A statistically significant difference was observed in DRR: 16 percent in the talimogene laherparepvec arm versus two percent in the GM-CSF arm. The analysis of overall survival (OS), a key secondary endpoint of the study, is event driven. A pre-planned interim analysis conducted with the analysis of DRR has shown an OS trend in favor of talimogene laherparepvec as compared to GM-CSF. The primary analysis of the OS data is expected in late 2013.

AMG 416

In April 2013, we announced we had initiated phase 3 studies for the treatment of secondary hyperparathyroidism.

Biosimilars

•

~~On November 3, 2012,~~In April 2013, we ~~presented at American Society of Nephrology's Kidney Week the results of the phase 3 E.V.O.L.V.E~~^™ ~~(EValuation Of Cinacalcet HCl Therapy~~announced plans to Lower CardioVascular Events) trial. As previously reported, the primary analysis showed that the trial did not reach its primary endpoint (time to composite event comprising all-cause mortality or first non-fatal cardiovascular event, including myocardial infarction, hospitalization for unstable angina, heart failure or peripheral vascular event)commence a pivotal study in the ~~intent-to-treat analysis (see Significant Developments in our Form 10-Q~~second quarter for ~~the period ended June 30, 2012). Baseline characteristics between the Sensipar~~^®~~/Mimpara~~biosimilar Herceptin^® ~~and placebo groups were generally well-balanced with the notable exception of age - an important predictor of death and cardiovascular events. Patients in the Sensipar~~^®~~/Mimpara~~^® ~~group were one-year older than those in the placebo group (median age 55 and 54 years, respectively). A pre-specified analysis adjusting for baseline imbalances showed that treatment with Sensipar~~^®~~/Mimpara~~^® resulted in a 12% reduction in the primary endpoint (Hazard Ratio (HR) 0.88, 95% Confidence Interval (CI) 0.79 to 0.97). Discontinuation of investigational product was common in both arms and more frequent in the placebo group (66.7% versus 70.5%, respectively). Reasons for discontinuation included kidney transplant, parathyroidectomy, adverse events, and patient request. A pre-specified analysis, which excluded data from patients that was collected beyond six months after stopping investigational product, showed a 15% reduction in the primary endpoint (HR 0.85, 95% CI 0.76 to 0.95)(trastuzumab).

~~AMG 145~~

On November 5 and 6, 2012, we presented data from four phase 2 studies evaluating AMG 145 as monotherapy, in combination with statin therapy, in heterozygous familial hypercholesterolemia (HeFH), and in statin-intolerant subjects. In each of these studies treatment with AMG 145 resulted in statistically significant reductions in low-density lipoprotein cholesterol (LDL-C) compared to the control arms at 12 weeks. Results from the MENDEL study (evaluating AMG 145 as monotherapy) demonstrated that treatment with AMG 145 reduced LDL-C by up to 47% compared to placebo when dosed every 2 weeks (Q2W) (mean reductions from baseline of 41% in the 70 mg group, 44% in the 105 mg group and 51% in the 140 mg group, versus 4% for placebo) and up to 53% compared to placebo when dosed every four weeks (Q4W) (mean reductions from baseline of 39% in the 280 mg group, 43% in the 350 mg group and 48% in the 420 mg group, versus 5% increase for placebo). In the MENDEL study, the most common adverse events (AEs) reported for AMG 145 were upper respiratory tract infection, nasopharyngitis and diarrhea. Results from the LAPLACE-TIMI 57 study (evaluating AMG 145 in hypercholesterolemic patients with statins) demonstrated that adding AMG 145 to statin therapy reduced LDL-C by up to 66% compared to placebo when dosed Q2W (mean reductions versus placebo of 42% in the 70 mg group, 60% in the 105 mg group and 66% in the 140 mg group) and up to 50% when dosed Q4W (mean reductions versus placebo of 42% in the 280 mg group, 50% in the 350 mg group and 50% in the 420 mg group). In the LAPLACE-TIMI 57 study, the most common AEs reported for the AMG 145 group were nasopharyngitis, cough and nausea. Results from the RUTHERFORD study (evaluating AMG 145 in combination with statin therapy, with or without ezetimibe, in patients with HeFH) showed treatment with AMG 145 dosed Q4W reduced LDL-C by up to 56% versus placebo (mean reductions from baseline of 43% in the 350 mg group and 55% in the 420 mg group, versus an increase of 1% for placebo). In the RUTHERFORD study, the most common AEs reported for the AMG 145 group were nasopharyngitis, injection-site reaction and headache. Results from the GAUSS study (evaluating AMG 145 in hypercholesterolemic patients who cannot tolerate statins) demonstrated that treatment with AMG 145 dosed Q4W reduced LDL-C from baseline by up to 51% with AMG 145 (mean reductions from baseline of 41% in the AMG 145 280 mg group, 43% in the AMG 145 350 mg group and 51% in the AMG 145 420 mg group versus 15% in the placebo/ezetimibe 10 mg group) and up to 63% with the combination of AMG 145 and ezetimibe (mean reductions from baseline of 63% in the AMG 145 420 mg/ezetimibe 10 mg group versus 15% in the placebo/ezetimibe 10 mg group). In the GAUSS study, the most common AEs reported for the AMG 145 group were myalgia, nasopharyngitis, nausea and fatigue.

~~Brodalumab (AMG 827)~~

On October 23, 2012, we announced the start of a phase 3 program in moderate-to-severe psoriasis. The program consists of three phase 3 studies, with ustekinumab and/or placebo controls. Brodalumab is one of five inflammation monoclonal antibodies being jointly developed in the collaboration with AstraZeneca that was announced in April 2012.

~~Prolia~~^®


•	~~On September 20, 2012, we announced that the FDA approved a new indication for Prolia~~^® ~~as a treatment to increase bone mass in men with osteoporosis at high risk for fracture.~~

Selected financial information

~~Following~~The following is an overview of our results of operations for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, as well as our financial condition as of ~~September 30, 2012~~March 31, 2013 ~~(amounts in~~(in millions, except percentages and ~~per-share~~per share data):

Three months ended Nine months ended
September 30, September 30,
2012 2011 Change 2012 2011 Change
Product sales:
U.S. $ 3,248
$ 2,965
10 % $ 9,500
$ 8,718
9 %
ROW 953
912
4 % 2,802
2,670
5 %
Total product sales 4,201
3,877
8 % 12,302
11,388
8 %
Other revenues 118
67
76 % 542
221
*
Total revenues $ 4,319
$ 3,944
10 % $ 12,844
$ 11,609
11 %
Operating expenses $ 2,896
$ 3,419
(15 )% $ 8,355
$ 8,459
(1 )%
Operating income $ 1,423
$ 525
*
$ 4,489
$ 3,150
43 %
Net income $ 1,107
$ 454
*
$ 3,557
$ 2,749
29 %
Diluted EPS $ 1.41
$ 0.50
*
$ 4.51
$ 2.96
52 %
Diluted shares 783
914
(14 )% 789
930
(15 )%

* Change in excess of 100%



	Three months ended
	March 31,
	2013		2012		Change
Product sales:
U.S.	$	3,172	$	2,997	6	%
Rest-of-the-world (ROW)	979		904		8	%
Total product sales	4,151		3,901		6	%
Other revenues	87		147		(41	)%
Total revenues	$	4,238	$	4,048	5	%
Operating expenses	$	2,796	$	2,571	9	%
Operating income	$	1,442	$	1,477	(2	)%
Net income	$	1,434	$	1,184	21	%
Diluted EPS	$	1.88	$	1.48	27	%
Diluted shares	764		800		(5	)%

The ~~increases~~increase in ~~U.S.~~global product sales for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~reflect growth for most of our marketed products. ESAs declined 11% for both periods. Excluding ESAs, U.S. product sales increased 16% for both periods.~~

~~The increases in rest-of-the-world (ROW) product sales for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2012, reflect growth for all of our marketed products except Aranesp~~was driven by ENBREL, XGEVA^®~~, which declined 3%~~ and ~~5%, and combined Neulasta~~Prolia^®~~/NEUPOGEN~~^®~~, which declined 12% and 10%, in the respective periods.~~.

The ~~increase~~decrease in other revenues for the three months ended ~~September 30, 2012,~~March 31, 2013, was ~~driven by: (i) a milestone payment received in the quarter related~~due to the initiation of the brodalumab (AMG 827) phase 3 psoriasis study and (ii) revenue earned in the quarter related to motesanib. The increase for the nine months ended September 30, 2012, was driven by a modification to our Takeda collaboration in the second quarter of 2012 which replaced a global co-development and profit share agreement for motesanib, originally signed in 2008, with an exclusive license for Takeda to develop, manufacture and commercialize motesanib. That modification resulted in revenue recognition of $232 million for the nine months ended September 30, 2012. In addition, the nine months ended September 30, 2012, also reflect milestone payments received ~~earlier~~ in ~~the year~~2012 from AstraZeneca and Astellas Pharma Inc.

The ~~decrease~~increase in operating expenses for the three months ended ~~September 30, 2012~~March 31, 2013, was ~~due~~driven primarily ~~to the negative impact in 2011 from a previously disclosed charge for a legal settlement reserve of $780 million. For the nine months ended~~ ~~September 30, 2012~~ ~~as compared with the nine months ended September 30, 2011, the impact from the 2011 legal settlement reserve was offset largely~~ by ~~increases in cost of sales,~~R&D and Selling, ~~General~~general & ~~Administrative~~administrative (SG&A) ~~and R&D~~ spending.

The ~~increases~~increase in net income for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~were~~was due primarily to ~~higher operating income, offset partially by higher interest expense, net, and higher~~a lower effective income tax ~~rates~~rate driven by tax benefits recognized in the ~~2012 periods.~~quarter.

The ~~increases~~increase in diluted EPS for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~were~~was driven primarily by ~~increases~~an increase in net income and, to a lesser extent, by the favorable ~~impacts~~impact of our stock repurchase program, which reduced the number of shares used to compute diluted EPS.

2012, 2.75% in 2013, 2.5% in 2014, 2.25% in 2015 and 1% in 2016). We account for the excise tax as a manufacturing cost that is capitalized in inventory and expensed in cost of sales when the related products are sold. For U.S. income tax purposes, the excise tax results in foreign tax credits that are generally recognized in our provision for income taxes when the excise tax is incurred. This excise tax has had and will continue to have a significant adverse impact on our cost of sales and a significant favorable impact on our provision for income taxes. In addition, the overall impact of the excise tax will vary from period to period as a result of the timing difference between recognizing the expense and the applicable tax credit. For the three and nine months ended September 30, 2012, cost of sales increased by $87 million and $253 million, respectively, compared with $74 million and $132 million for the corresponding periods of the prior year. The provision for income taxes decreased by $82 million and $264 million, for the three and nine months ended September 30, 2012, respectively, as a result of this excise tax compared with $106 million and $259 million for the corresponding periods of the prior year.

As of ~~September 30, 2012~~March 31, 2013, our cash, cash equivalents and marketable securities totaled ~~$25.4~~$21.3 billion, and total debt outstanding was ~~$26.5~~$23.9 billion. Of our total cash, cash equivalents and marketable securities balances as of ~~September 30, 2012~~March 31, 2013, approximately ~~$18.8~~$17.9 billion was generated from operations in foreign tax jurisdictions and is intended to be invested indefinitely outside of the United States. Under current tax laws, if these funds were repatriated for use in our U.S. operations, we would be required to pay additional U.S. federal and state income taxes at the applicable marginal tax rates.

Results of operations

Product sales

Worldwide product sales were as follows (dollar amounts in millions):


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
	2012		2011		Change		2012		2011		Change		2013		2012		Change
Neulasta^®/NEUPOGEN ^®	$	1,355	$	1,335	1	%	$	4,046	$	3,893	4	%	$	1,338	$	1,344	—	%
ENBREL	1,079		925		17	%	3,075		2,756		12	%	1,039		938		11	%
Aranesp^®	497		600		(17	)%	1,551		1,765		(12	)%	468		518		(10	)%
EPOGEN^®	491		476		3	%	1,462		1,554		(6	)%	435		446		(2	)%
XGEVA^®													223		153		46	%
Prolia^®													142		88		61	%
Other products	779		541		44	%	2,168		1,420		53	%	506		414		22	%
Total product sales	$	4,201	$	3,877	8	%	$	12,302	$	11,388	8	%	$	4,151	$	3,901	6	%

~~Product~~Future sales of our products are influenced by a number of factors, some of which may impact sales of certain of our products more significantly than ~~others do. For a list of certain of those~~others. Such factors are discussed below and ~~their potential impact on sales, see~~in the Overview, Item 1. Business - Marketed Products, Item 1A. Risk Factors and Item 7 – Product Sales in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012~~, and Item 2 – Product Sales in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30, 2012.~~.

Neulasta^®/NEUPOGEN^®

Total Neulasta^®/NEUPOGEN^® sales by geographic region were as follows (dollar amounts in millions):

Three months ended Nine months ended
September 30, September 30,
2012 2011 Change 2012 2011 Change
Neulasta^®—U.S.
$ 824
$ 757
9 % $ 2,432
$ 2,236
9 %
Neulasta^®—ROW
220
246
(11 )% 666
718
(7 )%
Total Neulasta^®
1,044
1,003
4 % 3,098
2,954
5 %
NEUPOGEN^®—U.S.
249
258
(3 )% 756
708
7 %
NEUPOGEN^®—ROW
62
74
(16 )% 192
231
(17 )%
Total NEUPOGEN^®
311
332
(6 )% 948
939
1 %
Total Neulasta^®/NEUPOGEN^®
$ 1,355
$ 1,335
1 % $ 4,046
$ 3,893
4 %



	Three months ended
	March 31,
	2013		2012		Change
Neulasta^®— U.S.	$	827	$	814	2	%
Neulasta^®— ROW	212		225		(6	)%
Total Neulasta^®	1,039		1,039		—	%
NEUPOGEN^®— U.S.	242		239		1	%
NEUPOGEN^®— ROW	57		66		(14	)%
Total NEUPOGEN^®	299		305		(2	)%
Total Neulasta^®/NEUPOGEN^®	$	1,338	$	1,344	—	%

~~The increases in U.S.~~Global Neulasta^® ~~sales for the three and nine months ended~~ ~~September 30, 2012, were driven by increases in the average net sales price and, to a lesser extent, increases in unit demand.~~

~~The decrease in ROW Neulasta~~^®sales for the three months ended ~~September 30, 2012~~March 31, 2013, ~~was due primarily to a decrease~~were in ~~unit demand from loss of share to biosimilars in Europe. The decrease for~~line with the ~~nine months ended~~ ~~September 30, 2012, was due~~

~~primarily to a decrease~~prior year, as an increase in the average net sales price ~~and, to a lesser extent, a decrease in~~was offset by modest unit ~~demand from loss of share to biosimilars in Europe.~~declines.

The decrease in global NEUPOGEN^®sales for the three months ended ~~September 30, 2012~~March 31, 2013, was driven ~~primarily~~ by a decrease in unit ~~demand from loss of share to biosimilars in Europe. Global NEUPOGEN~~^® ~~sales for the nine months ended~~ ~~September 30, 2012, increased 1%.~~demand.

Our outstanding material U.S. patents for Filgrastim (NEUPOGEN^®) expire in December 2013. We expect to face competition in the United States beginning in the fourth quarter of 2013, which may have a material adverse impact over time on ~~future~~ sales of NEUPOGEN^® and, in turn, Neulasta^®. ~~See Financial condition, liquidity and capital resources for further discussion of the potential impact of patent expiration.~~ Our outstanding material U.S. patent for pegfilgrastim (Neulasta^®) expires in 2015.

~~Future Neulasta~~^®~~/NEUPOGEN~~^® ~~sales will depend in part on factors set forth in our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2011. Certain of those factors may have a material adverse impact on future sales of Neulasta~~^®~~/NEUPOGEN~~^®.

ENBREL

Total ENBREL sales by geographic region were as follows (dollar amounts in millions):


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
	2012		2011		Change		2012		2011		Change		2013		2012		Change
ENBREL — U.S.	$	1,012	$	863	17	%	$	2,881	$	2,578	12	%	$	974	$	878	11	%
ENBREL — Canada	67		62		8	%	194		178		9	%	65		60		8	%
Total ENBREL	$	1,079	$	925	17	%	$	3,075	$	2,756	12	%	$	1,039	$	938	11	%

The ~~increases~~increase in ~~total~~ ENBREL sales for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~were~~was driven primarily by ~~increases~~an increase in the average net sales price and to a ~~lesser extent, increases~~favorable change in estimated product returns accruals, offset partially by a slight unit ~~demand.~~

~~Future ENBREL sales will depend~~decline and a year-over-year unfavorable change in ~~part on factors set forth in our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2011. Certain of those factors may have a material adverse impact on future sales of ENBREL.~~wholesaler inventory.

Aranesp^®

Total Aranesp^® sales by geographic region were as follows (dollar amounts in millions):


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
	2012		2011		Change		2012		2011		Change		2013		2012		Change
Aranesp^® — U.S.	$	178	$	272	(35	)%	$	595	$	763	(22	)%	$	168	$	202	(17	)%
Aranesp^® — ROW	319		328		(3	)%	956		1,002		(5	)%	300		316		(5	)%
Total Aranesp^®	$	497	$	600	(17	)%	$	1,551	$	1,765	(12	)%	$	468	$	518	(10	)%

The ~~decreases~~decrease in U.S. Aranesp^® sales for the ~~three and~~ ~~nine months ended September 30, 2012~~, were driven by declines in unit demand. The unit declines reflect changes in practice patterns resulting from changes to the label and to the reimbursement environment that occurred during 2011. For the three months ended ~~September 30, 2012~~March 31, 2013, ~~the decrease to sales~~ was ~~also~~ driven by a ~~change in accounting estimates in 2011 that resulted in $34 million of the year-over-year~~ decline in ~~the quarter.~~units.

The decrease in ROW Aranesp^® sales for the three months ended ~~September 30, 2012~~March 31, 2013, was ~~3%. The decrease for the nine months ended~~ ~~September 30, 2012, was 5%~~ due ~~primarily~~ to a decrease in the average net sales price.

Sequentially, global Aranesp^® ~~unit demand was down 3%~~sales decreased 4% in the quarter ended ~~September 30, 2012~~March 31, 2013, compared with the quarter ended ~~June 30,~~December 31, 2012, due to a ~~small~~decline in units. Outside the U.S., sales were in line with the prior quarter. In the U.S., segment share ~~loss in the oncology segment in the United States.~~

~~Future Aranesp~~^® ~~sales will depend in part on factors set forth in our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2011. Certain of those factors may have a material adverse impact on future sales of Aranesp~~^®.remained relatively stable, but overall demand declined sequentially.

EPOGEN^®

Total EPOGEN^® sales were as follows (dollar amounts in millions):

Three months ended Nine months ended
September 30, September 30,
2012 2011 Change 2012 2011 Change
EPOGEN^® — U.S.
$ 491
$ 476
3 % $ 1,462
$ 1,554
(6 )%



	Three months ended
	March 31,
	2013		2012		Change
EPOGEN^® — U.S.	$	435	$	446	(2	)%

~~The increase in~~ EPOGEN^® sales for the three months ended ~~September 30, 2012~~March 31, 2013, ~~was~~declined 2%. Sequentially, sales decreased 9% in the quarter ended March 31, 2013, compared with the quarter ended December 31, 2012, driven by ~~reductions in customer discounts, as part of new provider contracts that became effective January 1, 2012, and by~~ a ~~year-over-year~~ favorable change in accounting estimates ~~of $36 million. These increases were offset largely by a 15% decrease~~ in ~~unit demand, driven by reductions in dose utilization due to changes to~~ the ~~label~~prior quarter and, to ~~the reimbursement environment that occurred~~a lesser extent, lower average net sales prices.

XGEVA^®and Prolia^®

Total XGEVA^® and total Prolia^® sales by geographic region were as follows (dollar amounts in ~~2011.~~millions):



	Three months ended
	March 31,
	2013		2012		Change
XGEVA^® — U.S.	$	178	$	139	28	%
XGEVA^® — ROW	45		14		*
Total XGEVA^®	223		153		46	%
Prolia^® — U.S.	87		54		61	%
Prolia^® — ROW	55		34		62	%
Total Prolia^®	142		88		61	%
Total XGEVA^®/Prolia^®	$	365	$	241	51	%

* Change in excess of 100%

The ~~decrease~~increases in ~~EPOGEN~~global XGEVA^®and Prolia^® sales for the ~~nine~~three months ended ~~September 30, 2012, was~~March 31, 2013 were driven by ~~a 22% decrease in~~ unit ~~demand due to the impact of the 2011 changes, offset partially by reductions in customer discounts and by a year-over-year favorable change in accounting estimates of $76 million.~~growth reflecting increased segment share.

Sequentially, ~~EPOGEN~~global XGEVA^®increased 4% in the quarter ended March 31, 2013, compared with the quarter ended December 31, 2012, due to unit growth. Global Prolia^® sales decreased ~~6% in the quarter ended~~ ~~September 30, 2012, compared with the quarter ended June 30, 2012,~~8% during that same period due to ~~customer buying patterns and competition.~~

~~Future EPOGEN~~^® ~~sales will depend in part on factors set forth in our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2011, and in our Quarterly Report on Form 10-Q for the period ended March 31, 2012. Certain of those factors may have a material adverse impact on future sales of EPOGEN~~^®.seasonality.

Other products

Other product sales by geographic region were as follows (dollar amounts in millions):


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
	2012		2011		Change		2012		2011		Change		2013		2012		Change
Sensipar^® — U.S.	$	172	$	135	27	%	$	462	$	375	23	%	$	179	$	140	28	%
Sensipar^® (Mimpara^®) — ROW	71		71		—	%	232		217		7	%
Sensipar^®/Mimpara^® — ROW													85		79		8	%
Vectibix^® — U.S.	30		30		—	%	92		91		1	%	27		31		(13	)%
Vectibix^® — ROW	58		49		18	%	176		144		22	%	60		59		2	%
Nplate^® — U.S.	53		43		23	%	157		120		31	%	55		54		2	%
Nplate^® — ROW	38		34		12	%	110		97		13	%	41		36		14	%
XGEVA^® — U.S.	171		100		71	%	466		215		*
XGEVA^® — ROW	30		2		*		67		2		*
Prolia^® — U.S.	68		31		*		197		78		*
Prolia^® — ROW	42		20		*		121		44		*
Other — ROW	46		26		77	%	88		37		*		59		15		*
Total other products	$	779	$	541	44	%	$	2,168	$	1,420	53	%	$	506	$	414	22	%
Total U.S.	$	494	$	339	46	%	$	1,374	$	879	56	%
Total ROW	285		202		41	%	794		541		47	%
Total U.S. — other products													$	261	$	225	16	%
Total ROW — other products													245		189		30	%
Total other products	$	779	$	541	44	%	$	2,168	$	1,420	53	%	$	506	$	414	22	%

* Change in excess of 100%

~~Future sales of our other products will depend in part on factors set forth in our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2011. Certain of those factors may have a material adverse impact on future sales of our other products.~~

~~Selected operating~~

Operating expenses

~~Selected operating~~Operating expenses were as follows (dollar amounts in millions):


	Three months ended								Nine months ended								Three months ended
	September 30,								September 30,								March 31,
	2012			2011			Change		2012			2011			Change		2013			2012			Change
Cost of sales (excludes amortization of certain acquired intangible assets)	$	705		$	605		17	%	$	2,066		$	1,771		17	%
Cost of sales																	$	744		$	750		(1	)%
% of product sales	16.8		%	15.6		%			16.8		%	15.6		%			17.9		%	19.2		%
Research and development	$	880		$	761		16	%	$	2,442		$	2,316		5	%	$	878		$	736		19	%
% of product sales	20.9		%	19.6		%			19.9		%	20.3		%			21.2		%	18.9		%
Selling, general and administrative	$	1,127		$	1,125		—	%	$	3,431		$	3,278		5	%	$	1,158		$	1,079		7	%
% of product sales	26.8		%	29.0		%			27.9		%	28.8		%			27.9		%	27.7		%
Other	$	110		$	854		(87	)%	$	195		$	873		(78	)%	$	16		$	6		*

* Change in excess of 100%

Cost of sales

Cost of sales ~~increased~~decreased to ~~16.8%~~17.9% of product sales for the three months ended ~~September 30, 2012~~March 31, 2013, ~~driven primarily by~~which reflects lower inventory write-offs than the prior year; changes in product ~~mix.~~mix increased cost of sales as a percentage of product sales, however, manufacturing efficiencies and higher average net sales prices offset those increases. Excluding the ~~impacts~~impact of the excise tax imposed by Puerto Rico ~~excise tax,~~on the gross intercompany purchase price of goods and services from our manufacturer in Puerto Rico, cost of sales would have been ~~14.7%~~15.9% and ~~13.7%~~17.1% of product sales for the three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, respectively.

~~Cost~~See Note 3, Income taxes, to the condensed consolidated financial statements for further discussion of ~~sales increased to 16.8% of product sales for the nine months ended~~ ~~September 30, 2012, driven primarily by~~ the Puerto Rico excise tax. ~~Excluding the impacts of the Puerto Rico excise tax, cost of sales would have been 14.7% and 14.4% of product sales for the nine months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011, respectively.~~

Research and development

The increase in R&D ~~expense~~expenses for the three months ended ~~September 30, 2012,~~March 31, 2013, was driven primarily by increased costs associated with supporting later-stage clinical programs of ~~$107~~$105 million, ~~driven by~~including AMG 145, ~~and romosozumab (AMG 785),~~ and increases in Discovery Research and Translational Sciences activities of ~~$25 million,~~$52 million. These were offset partially by reduced expenses associated with marketed product support of ~~$13~~$15 million.

The increase in R&D expense for the nine months ended September 30, 2012, was driven primarily by increased costs associated with supporting later-stage clinical programs of $223 million, including AMG 145 and romosozumab (AMG 785), offset partially by reduced expenses associated with marketed product support of $73 million and decreases in Discovery Research and Translational Sciences activities of $24 million.

Selling, general and administrative

The increase in SG&A expenses ~~were flat~~ for the three months ended September 30, 2012. Higher ENBREL profit share expenses of $58 million were offset by favorable changes to the 2011 and estimated 2012 U.S. healthcare reform federal excise fees,which decreased SG&A by $31 million year-over-year, and by changes in foreign currency exchange rates of $29 million.

~~The increase in SG&A for the nine months ended September 30, 2012,~~March 31, 2013, was driven primarily by higher ENBREL profit share expenses of ~~$120 million as well as international expansion of $71 million, offset partially by~~$54 million. In addition, the three months ended March 31, 2012, included a favorable ~~changes~~change to the ~~2011 and~~ estimated ~~2012~~ U.S. healthcare reform federal excise ~~fees, which decreased SG&A by $95 million year-over-year.~~fee of $42 million.

Under our ENBREL collaboration agreement, we currently pay Pfizer a percentage of annual gross profits on our ENBREL sales in the United States and Canada attributable to all approved indications for ENBREL on a scale that increases as gross profits increase; however, we maintain a majority share of ENBREL profits. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, expenses associated with the ENBREL profit share were ~~$386~~$378 million and ~~$1,081~~$324 million, ~~respectively, compared with $328 million and $961 million for the corresponding periods of the prior year.~~respectively. After expiration of the ~~agreement in the fourth quarter of~~co-promotion term on October 31, 2013, we will be required to pay Pfizer ~~a declining percentage of annual net ENBREL sales in the United States and Canada for three years, ranging from 12% to 10%. The amounts of such payments~~residual royalties, which are anticipated to be significantly less than what would be owed based on the terms of the current ENBREL profit share.

~~Other~~

Other operating expenses for the three and nine months ended September 30, 2012, included certain charges related to our cost savings initiatives of $36 million and $106 million, legal proceedings charges of $53 million and $65 million, and other operating expenses of $21 million and $24 million, respectively.

Other operating expenses for the three and nine months ended September 30, 2011 included a legal settlement charge of $780 million, certain charges related to cost savings initiatives of $68 million and $79 million, and other operating expenses of $6 million and $14 million, respectively.

Non-operating expenses/income and ~~provisions for~~ income taxes

Non-operating expenses/income and ~~provisions for~~ income taxes were as follows (dollar amounts in millions):


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
	2012			2011			2012			2011			2013			2012
Interest expense, net	$	271		$	158		$	762		$	415		$	263		$	235
Interest and other income, net	$	111		$	87		$	359		$	364		$	164		$	124
Provisions for income taxes	$	156		$	—		$	529		$	350
(Benefit) provision for income taxes													$	(91	)	$	182
Effective tax rate	12.4		%	—		%	12.9		%	11.3		%	(6.8		)%	13.3		%

Interest expense, net

The ~~increases~~increase in interest expense, net for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~were~~was due primarily to a higher average debt balance.

Interest and other income, net

The increase in interest and other income, net for the three months ended ~~September 30, 2012~~March 31, 2013, iswas due primarily to higher net gains on sales of investments as well as higher interest income as a result of a higher average portfolio balance ~~of cash, cash equivalents~~ and ~~marketable securities. The decrease in interest and other income, net for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012, was due primarily to lower net realized gains on investments, offset partially by~~ higher ~~interest income due to a higher average balance of cash, cash equivalents and marketable securities.~~portfolio investment returns.

Income taxes

Our effective tax ~~rates~~rate for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013, ~~were~~was ~~12.4%~~ ~~and~~ ~~12.9%~~(6.8)%, ~~respectively,~~ compared with ~~0.0%~~ ~~and~~ ~~11.3%~~13.3% for the corresponding ~~periods~~period of the prior year. ~~Our~~The decrease in our effective tax rate ~~for the three months ended~~ ~~September 30, 2012, increased~~was due primarily to the ~~prior year~~federal and state tax impacts of ~~the legal~~ settlement ~~charge and additional foreign tax credits associated~~of our examination with the ~~Puerto Rico excise~~IRS related to years ended December 31, 2007, 2008, and 2009. The settlement resulted in a net tax ~~as well as the tax impact~~benefit of ~~changes in revenue and expense mix.~~approximately $185 million. In addition, ~~our effective tax rates for~~ the ~~three and nine months endedSeptember 30, 2012, increased due to~~rate was further reduced by the ~~exclusion of the benefit~~retroactive reinstatement of the federal R&D tax credit ~~which expired as~~for 2012. The retroactive extension of ~~December 31, 2011.~~the federal R&D tax credit for 2012 resulted in a net tax benefit of approximately $60 million in addition to the 2013 impact of this credit. Excluding the impact of the Puerto Rico excise tax, ~~and the legal settlement charge,~~ our effective tax rates for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012,, would have been ~~17.7%~~(0.8)% and ~~18.3%, respectively, compared with~~ ~~13.9%~~18.5% ~~and~~ ~~17.1%~~ ~~for the corresponding periods of the prior year.~~, respectively.

See Note 3, Income taxes, to the condensed consolidated financial statements for further discussion.

Financial condition, liquidity and capital resources

Selected financial data was as follows (in millions):


	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
Cash, cash equivalents and marketable securities	$	25,374	$	20,641	$	21,271	$	24,061
Total assets	55,448		48,871		51,640		54,298
Current portion of long-term debt	2,458		84		7		2,495
Long-term debt	24,020		21,344		23,885		24,034
Stockholders’ equity	19,902		19,029		19,491		19,060

The Company intends to continue to return capital to stockholders through share repurchases and the payment of cash dividends, reflecting our confidence in the future cash flows of our business. The amount we spend, the number of shares repurchased and the timing of such repurchases will vary based on a number of factors, including the stock price, the availability of financing on acceptable terms, the amount and timing of dividend payments and blackout periods in which we are restricted from repurchasing shares; and the manner of purchases may include private block purchases, tender offers and market transactions. Whether and when we declare dividends or repurchase stock, the size of any dividend and the amount of stock we repurchase could be affected by a number of additional factors. (See our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, Item 1A. Risk

Factors—There can be no assurance that we will continue to declare cash dividends or repurchase stock.) In October 2011, we announced our intent to accelerate our stock repurchase program and that our Board of Directors had authorized an increase in our stock repurchase program to $10 billion, reflecting our confidence in the long-term value of the Company and the attractive interest rate environment. Subsequent to the October 2011 Board of Directors authorization through December 2011, we repurchased 83.3 million shares at an aggregate cost of $5.0 billion. During the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013, we repurchased ~~48.1~~9.1 million shares of our common stock at an aggregate cost of $~~3.4 billion. This brings the total shares repurchased under this approved program to~~ ~~131.4~~771 million ~~at a total cost of~~ ~~$8.4~~ ~~billion~~ at an average price of $~~64.19~~85.03 per share. As of ~~September 30, 2012~~March 31, 2013, $1.6 billion remained available under ~~this~~our stock repurchase ~~program.~~program, which is expected to cover our share repurchase activity into 2014. In December 2011, March 2012 and July 2012, the Board of Directors declared quarterly cash dividends of $0.36 per share of common stock, which were paid on March 7, June 7 and September 7, 2012, respectively, and totaled $844 million. On October 10, 2012, the Board of Directors declared a quarterly cash dividend of ~~$0.36~~$0.47 per share of common stock, which was paid on March 7, 2013. In March 2013, the Board of Directors declared a quarterly cash dividend of $0.47 per share of common stock, which will be paid ~~on December 7, 2012,~~in June 2013.

In February 2013, our 0.375% 2013 Convertible Notes matured/converted, and accordingly, the $2.5 billion principal amount was settled in cash. We also elected to ~~all stockholders~~pay the note holders who converted their notes $99 million of ~~record~~cash for the excess conversion value, as allowed under the original terms of the ~~close~~notes, which was offset by our receipt of ~~business~~the same amount of cash from the counterparty to the related convertible note hedge. In addition, on ~~November 15, 2012.~~May 1, 2013, warrants to acquire 32 million shares of our common stock at an exercise price of $104.80 originally sold in connection with the issuance of the 0.375% 2013 Convertible Notes were exercised resulting in a net cash settlement of $100 million. See Note 7, Financing arrangements, to the condensed consolidated financial statements for a discussion of these transactions.

We believe that existing funds, cash generated from operations and existing sources of and access to financing are adequate to satisfy our needs for working capital; capital expenditure and debt service requirements; our plans to pay dividends and repurchase stock; and other business initiatives we plan to strategically pursue, including acquisitions and licensing activities, in each case for the foreseeable future. We anticipate that our liquidity needs can be met through a variety of sources, including cash provided

by operating activities, sales of marketable securities, borrowings through commercial paper and/or our syndicated credit facility and access to other domestic and foreign debt markets and equity markets. With respect to our U.S. operations, we believe that existing funds intended for use in the United States; cash generated from our U.S. operations, including intercompany payments and receipts; and existing sources of and access to financing (collectively referred to as ~~“U.S. funds”)~~U.S. funds) are adequate to continue to meet our U.S. obligations (including our plans to repurchase stock and pay dividends with U.S. funds) for the foreseeable future. During the nine months ended September 30, 2012, we issued an additional $5.0 billion of long-term debt. We now have adequate U.S. funding to complete the $10 billion of stock repurchases authorized under our stock repurchase program and to pay the $2.5 billion due when our 0.375% 2013 Convertible Notes mature in the first quarter of 2013. See our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, Item 1A. Risk Factors – ~~Current global~~Global economic conditions may negatively affect us and may magnify certain risks that affect our business.

A significant portion of our operating cash flows is dependent on the timing of payments from our customers located in the United States and, to a lesser extent, our customers outside of the United States, which include government-owned or -supported healthcare providers (government healthcare providers). Payments from these government healthcare providers are dependent in part on the economic stability and creditworthiness of their applicable country. Historically, some payments from a number of European government healthcare providers have extended beyond the contractual terms of sale, and ~~the trend has worsened over time as~~ regional economic uncertainty ~~has increased.~~continues. In particular, ~~deteriorating~~ credit and economic conditions in ~~southern~~Southern Europe, particularly in Spain, Italy, Greece and Portugal, continue to adversely impact the timing of collections of our trade receivables in this region. As of ~~September 30, 2012~~March 31, 2013, accounts receivable in these four countries totaled ~~$436~~$416 million, of which ~~$308~~$282 million was past due, with the past due receivables primarily in Italy, Spain and Portugal. Although economic conditions in this region may continue ~~affecting~~to affect the average length of time it takes to collect payments, to date we have not incurred any significant losses related to these receivables; and the timing of payments in these countries has not had nor is it currently expected to have a material adverse impact on our overall operating cash flows. However, if government funding for healthcare were to become unavailable in these countries or if significant adverse adjustments to past payment practices were to occur, we might not be able to collect the entire balance of these receivables. We will continue working closely with these customers, monitoring the economic situation and taking appropriate actions as necessary.

Over the next several years, many of the existing patents on our principal products will expire. As a result, we expect to face increasing competition thereafter, including from biosimilars, that may have a material adverse impact on our product sales, results of operations and liquidity. In the EU, there is already an established regulatory pathway for biosimilars and we are facing increasing competition from biosimilars. The 2010 U.S. healthcare reform legislation authorized the FDA to approve biosimilar products under a new, abbreviated pathway. (See our Annual Report on Form 10-K for the year ended December 31, 2011, Item 1. Business - Marketed Products.) In the United States after patent expiration, we expect to face greater competition, including from manufacturers with biosimilar products approved in Europe that may seek to quickly obtain U.S. approval. Upon patent expiration for small molecule products, there is typically intense competition from generics manufacturers, which generally leads to significant and rapid declines in sales of the branded product. Given that our principal products are biologics, we do not believe the impact of biosimilar competition will be as significant as with small molecule products, in part because successful competitors must have a broad range of specialized skills and capabilities unique to biologics, including significant regulatory, clinical and manufacturing expertise, and since the products are similar but not identical, the biosimilars will have to compete against products with established efficacies and safety records. We have many opportunities to grow our business, including the continued commercialization of XGEVA^® ~~and Prolia~~^® ~~and expansion into emerging markets and Japan, which we believe may offset the adverse financial impact of our principal products’ patent expiries.~~

Certain of our financing arrangements contain non-financial covenants. In addition, our revolving credit agreement includes a financial covenant with respect to the level of our borrowings in relation to our equity, as defined. We were in compliance with all applicable covenants under these arrangements as of ~~September 30, 2012~~March 31, 2013.

Cash flows

Our cash flow activities were as follows (in millions):

Nine months ended September 30,
2012 2011
Net cash provided by operating activities $ 5,070
$ 3,535
Net cash used in investing activities (7,959 ) (566 )
Net cash provided by (used in) financing activities 1,766
(2,365 )



	Three months ended March 31,
	2013			2012
Net cash provided by operating activities	$	1,049		$	972
Net cash provided by (used in) investing activities	1,809			(2,346		)
Net cash used in financing activities	(3,585		)	(1,365		)

Operating

Cash provided by operating activities has been and is expected to continue to be our primary recurring source of funds. Cash provided by operating activities during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013, increased due primarily to the timing and amount of receipts from customers and payments to vendors and taxing ~~authorities, cash received in connection with the termination of our interest rate swap agreements of $397 million and the impact of decreased inventory related expenditures.~~authorities.

Investing

Cash provided by investing activities during the three months ended March 31, 2013, was due primarily to net sales of marketable securities of $2.0 billion. Cash used in investing activities during the ~~nine~~three months ended ~~September 30,~~March 31, 2012, was due primarily to net purchases of marketable securities of $~~5.4~~1.2 billion ~~and the acquisitions of businesses,~~as well as $969 million used to acquire Micromet, Inc., net of cash ~~acquired of $2.0 billion. Cash used in investing activities during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2011, was due primarily to cash used to acquire businesses, net of cash acquired of $701 million, offset partially by net sales of marketable securities of $467 million~~.acquired.

Capital expenditures, ~~during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011, totaled $489 million~~ ~~and $343 million, respectively. Capital expenditures during both the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~ ~~and~~ ~~2011~~,which were associated primarily with ~~manufacturing-capacity~~manufacturing capacity expansions in Ireland and Puerto Rico, ~~and~~as well as other site ~~developments.~~developments, totaled $158 million and $144 million during the three months ended March 31, 2013 and 2012, respectively. We currently estimate ~~2012~~2013 spending on capital projects and equipment to be approximately $700 million.

Financing

Cash ~~provided by~~used in financing activities during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013, was due primarily to the ~~net proceeds from~~cash settlement of the ~~issuance~~$2.5 billion principal amount of ~~long-term debt of $4.9 billion and~~ the ~~net proceeds from the issuance of common stock in connection with the Company’s equity award programs of $1.1 billion, offset partially by~~0.375% 2013 Convertible Notes which matured/converted, repurchases of our common stock of $~~3.4 billion~~832 million and the payment of dividends of $~~844~~353 million.

Cash used in financing activities during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012, was due primarily to the repurchases of our common stock of $~~3.0~~1.4 billion~~, the repayment of $2.5 billion~~ ~~of long-term debt~~ and the payment of dividends of ~~$255~~$285 million, offset partially by the net proceeds from issuance of ~~long-term debt and commercial paper~~common stock in connection with the Company's equity award programs of ~~$3.3 billion.~~$374 million.

See Note 9,7, Financing arrangements, and Note ~~10,~~8, Stockholders’ equity, to the condensed consolidated financial statements for further discussion.

Critical accounting policies

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the notes to the financial statements. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012. There have been no material changes to our critical accounting policies during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013.



Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our market risk is disclosed in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~,2012, and is incorporated herein by reference. Except as discussed below, there have been no material changes for the ~~nine~~three months ended ~~September 30, 2012~~,March 31, 2013, to the information provided in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~.2012.

Interest rate sensitive financial instruments

During the three months ended ~~June 30, 2012, due~~March 31, 2013, to ~~historically low interest rates, we terminated all~~achieve a desired mix of ~~our interest~~fixed and floating rate swap contracts which had an aggregate notional amount of $3.6 billion, resulting in the receipt of $397 million from the counterparties. This amount is being recognized in earnings over the remaining lives of the debt, ~~issuances that were related to these interest rate swap contracts and will not significantly impact earnings for any fiscal year.~~

~~During the three months ended September 30, 2012,~~ we entered into cross-currency swap contracts to hedge the entire principal amount of the debt denominated in pounds sterling and euros that we issued during this period. As of September 30, 2012, we had open cross-currencyinterest rate swap contracts with an aggregate notional amount of ~~$2.7 billion that effectively convert payments on certain of our foreign currency denominated debt securities to U.S. dollars~~$2.5 billion. These derivative contracts qualify and ~~are~~have been designated for accounting purposes as ~~cash flow hedges.~~fair value hedges and effectively convert a fixed rate interest coupon to a floating rate LIBOR-based coupon over the remaining life of the hedged notes. A hypothetical 100 basis point ~~adverse movement~~increase in interest rates relative to interest rates at September 30, 2012, would have resulted in approximately a $420 million reduction in the fair value of our cross-currency swap contracts on this date, but would have no effect on cash flows or income in the ensuing year.

~~Foreign currency sensitive financial instruments~~

As of September 30, 2012, we had outstanding pound sterling and euro denominated debt with a carrying value and fair value of $3.5 billion and $3.8 billion, respectively. A hypothetical 20% adverse movement in foreign currency exchange rates compared with the U.S. dollar relative to exchange rates at September 30, 2012, on the $3.8 billion fair value, would have resulted in an increase in fair value of this debt of approximately $750 million on this date with a corresponding reduction in income in the ensuing year, but would have no effect on the related cash flows in the ensuing year. The analysis for this debt does not consider the offsetting impact that hypothetical changes in foreign currency exchange rates would have on the related cross-currency swap contracts which are in place for the majority of the foreign currency denominated debt.

With regard to our $2.7 billion notional amount of cross-currency swap contracts that are designated as cash flow hedges of certain of our debt denominated in pounds sterling and euros, a hypothetical 20% adverse movement in foreign currency exchange rates compared with the U.S. dollar relative to exchange rates at September 30, 2012,March 31, 2013, would have resulted in a reduction in ~~the~~ fair value of ~~these~~approximately $200 million on our interest rate swap contracts ~~of approximately $700 million~~ on this date ~~but~~and would ~~have no~~not result in a material effect on the related income or cash flows in the ensuing year. The impact on income in the ensuing year from these contracts of this hypothetical adverse movement in foreign currency exchange rates would be fully offset by the corresponding hypothetical change in the carrying amount of the related hedged debt of approximately $590 million.



Item 4.	CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as ~~the~~such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in Amgen’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Amgen’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Amgen’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and, in reaching a reasonable level of assurance, Amgen’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation under the supervision and with the participation of our management, including Amgen’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Amgen’s disclosure controls and procedures. Based onupon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2012~~March 31, 2013.

Management determined that, as of ~~September 30, 2012~~March 31, 2013, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION



Item 1.	LEGAL PROCEEDINGS

See Note ~~13,~~11, Contingencies and commitments, to the condensed consolidated financial statements ~~included in our Quarterly Reports on Form 10-Q for the periods ended September 30, 2012, June 30, 2012, and March 31, 2012,~~ for discussions that are limited to certain recent developments concerning our legal proceedings. These discussions should be read in conjunction with

~~Table of Contents~~

Note 18, Contingencies and commitments, to our consolidated financial statements in Part IV of our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.



Item 1A.	RISK FACTORS

This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties facing our business. We have described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012, the primary risks related to our business and periodically update those risks for material developments. These risks are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as employment relations, general economic conditions, geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price.

There are no material updates from the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012~~, and in Part II, Item IA, of our Quarterly Report on Form 10-Q for the period ended March 31, 2012.~~.



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

The amount we spend, the number of shares repurchased and the timing of such repurchases will vary based on a number of factors, including the stock price, the availability of financing on acceptable terms, the amount and timing of dividend payments and blackout periods in which we are restricted from repurchasing shares; and the manner of purchases may include private block purchases, tender offers and market transactions.

During the three months ended ~~September 30, 2012,~~March 31, 2013, we had one outstanding stock repurchase program. Our repurchase activity for the three months ended ~~September 30, 2012,~~March 31, 2013, was as follows:

Total number
of shares
purchased

Average
price paid
per share

Total number of
shares purchased
as part of publicly announced program

Maximum dollar
value that may
yet be purchased
under the program⁽¹⁾
July 1 - July 31 1,113,110
$ 74.31
1,113,110
$ 2,277,989,946
August 1 - August 31 4,130,400
83.30
4,130,400
1,933,928,736
September 1 - September 30 4,448,300
83.12
4,448,300
1,564,180,547
9,691,810
82.18
9,691,810



	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced program	Maximum dollar value that may yet be purchased under the program⁽¹⁾
January 1 - January 31	5,261,500	$	85.30	5,261,500	$	1,882,491,021
February 1 - February 28	3,811,000	84.66		3,811,000	1,559,838,541
March 1 - March 31	—			—	1,559,838,541
	9,072,500	85.03		9,072,500


(1)	On ~~October~~December 13, ~~2011,~~2012, our Board of Directors ~~increased~~authorized the ~~authorization for~~ repurchase of an additional $2 billion of our common ~~stock to an aggregate of $10 billion.~~stock.



Item 6.	EXHIBITS

Reference is made to the Index to Exhibits included herein.

3529

SIGNATURES

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



		Amgen Inc.
		(Registrant)

Date:	~~November 6, 2012~~May 3, 2013	By:	/s/ Jonathan M. Peacock
			Jonathan M. Peacock
			Executive Vice President and Chief Financial Officer

3630

AMGEN INC.

INDEX TO EXHIBITS



Exhibit No.		Description
~~3.1~~3.1*		Restated Certificate of Incorporation of Amgen Inc. (As Restated ~~December 7, 2005). (Filed as an exhibit to Form 10-K for the year ended December 31, 2005 on~~ March ~~10, 2006 and incorporated herein by reference.)~~6, 2013).

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of Amgen Inc. (As Amended May 24, 2007). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2007 on August 9, 2007 and incorporated herein by reference.)

~~3.3~~		Certificate of Correction of Restated Certificate of Incorporation of Amgen Inc. (As Corrected May 24, 2007). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2007 on August 9, 2007 and incorporated herein by reference.)

~~3.4~~		Certificate of Elimination of the Certificate of Designations of the Series A Junior Participating Preferred Stock (As Eliminated December 9, 2008). (Filed as an exhibit to Form 10-K for the year ended December 31, 2008 on February 27, 2009 and incorporated herein by reference.)

~~3.5~~		Certificate of Amendment of Restated Certificate of Incorporation of Amgen Inc. (As Amended May 11, 2009). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2009 on August 10, 2009 and incorporated herein by reference.)

~~3.6~~		Certificate of Correction of Restated Certificate of Incorporation of Amgen Inc. (As Corrected May 11, 2009). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2009 on August 10, 2009 and incorporated herein by reference.)

~~3.7~~		Certificate of Correction of Restated Certificate of Incorporation of Amgen Inc. (As Corrected May 13, 2010). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010 on August 9, 2010 and incorporated herein by reference.)

~~3.8~~		Certificate of Amendment of Restated Certificate of Incorporation of Amgen Inc. (As Amended May 23, 2012) (Filed as Appendix B to the Definitive Proxy Statement on Schedule 14A on April 12, 2012 and incorporated herein by reference.)

~~3.9~~		Amended and Restated Bylaws of Amgen Inc. (As Amended and Restated ~~October~~March 6, ~~2009)~~2013). (Filed as an exhibit to Form 8-K filed on ~~October 7, 2009 and incorporated herein by reference.)~~

~~3.10~~		~~First Amendment to the Amended and Restated Bylaws of Amgen Inc. (Filed as an exhibit to Form 8-K filed on May 24, 2012~~March 6, 2013 and incorporated herein by reference.)

4.1		Form of stock certificate for the common stock, par value $.0001 of the Company. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1997 on May 13, 1997 and incorporated herein by reference.)

4.2		Form of Indenture, dated January 1, 1992. (Filed as an exhibit to Form S-3 Registration Statement filed on December 19, 1991 and incorporated herein by reference.)

4.3		Agreement of Resignation, Appointment and Acceptance dated February 15, 2008. (Filed as an exhibit to Form 10-K for the year ended December 31, 2007 on February 28, 2008 and incorporated herein by reference.)

4.4		First Supplemental Indenture, dated February 26, 1997. (Filed as an exhibit to Form 8-K on March 14, 1997 and incorporated herein by reference.)

4.5		8-1/8% Debentures due April 1, 2097. (Filed as an exhibit to Form 8-K filed on April 8, 1997 and incorporated herein by reference.)

4.6		~~Officer’s~~Officer's Certificate, dated as of January 1, 1992, as supplemented by the First Supplemental Indenture, dated as of February 26, 1997, establishing a series of securities entitled “8 1/8% Debentures due April 1, 2097.” (Filed as an exhibit to Form 8-K filed on April 8, 1997 and incorporated herein by reference.)

4.7		Indenture, dated as of August 4, 2003. (Filed as an exhibit to Form S-3 Registration Statement on August 4, 2003 and incorporated herein by reference.)
~~4.8~~		~~Form of 4.85% Senior Notes due 2014. (Filed as an exhibit to Form 8-K on November 19, 2004 and incorporated herein by reference.)~~



~~Exhibit No.~~4.8		~~Description~~
~~4.9~~		~~Officers’~~Officers' Certificate, dated November 18, 2004, including forms of the 4.00% Senior Notes due 2009 and 4.85% Senior Notes due 2014. (Filed as an exhibit to Form 8-K on November 19, 2004 and incorporated herein by reference.)

~~4.10~~4.9		Indenture, dated as of February 17, 2006 and First Supplemental Indenture, dated as of June 8, 2006 (including form of 0.375% Convertible Senior Note due 2013). (Filed as exhibit to Form 10-Q for the quarter ended June 30, 2006 on August 9, 2006 and incorporated herein by reference.)

~~4.11~~4.10		Corporate Commercial Paper - Master Note between and among Amgen Inc., as Issuer, Cede & Co., as Nominee of The Depository Trust Company, and Citibank, N.A., as Paying Agent. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1998 on May 13, 1998 and incorporated herein by reference.)

~~4.12~~4.11		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of May 30, 2007, including forms of the ~~Company’s~~Company's Senior Floating Rate Notes due 2008, 5.85% Senior Notes due 2017 and 6.375% Senior Notes due 2037. (Filed as an exhibit to Form 8-K on May 30, 2007 and incorporated herein by reference.)

~~4.13~~4.12		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of May 23, 2008, including forms of the ~~Company’s~~Company's 6.15% Senior Notes due 2018 and 6.90% Senior Notes due 2038. (Filed as exhibit to Form 8-K on May 23, 2009 and incorporated herein by reference.)

~~4.14~~4.13		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of January 16, 2009, including forms of the ~~Company’s~~Company's 5.70% Senior Notes due 2019 and 6.40% Senior Notes due 2039. (Filed as exhibit to Form 8-K on January 16, 2009 and incorporated herein by reference.)

~~4.15~~4.14		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of March 12, 2010, including forms of the ~~Company’s~~Company's 4.50% Senior Notes due 2020 and 5.75% Senior Notes due 2040. (Filed as exhibit to Form 8-K on March 15, 2010 and incorporated herein by reference.)

~~4.16~~4.15		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of September 16, 2010, including forms of the ~~Company’s~~Company's 3.45% Senior Notes due 2020 and 4.95% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.)

~~4.17~~4.16		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of June 30, 2011, including forms of the ~~Company’s~~Company's 2.30% Senior Notes due 2016, 4.10% Senior Notes due 2021 and 5.65% Senior Notes due 2042. (Filed as an exhibit to Form 8-K on June 30, 2011 and incorporated herein by reference.)

~~4.18~~

Exhibit No.		~~Officers’~~Description
4.17		Officers' Certificate of Amgen Inc., dated as of November 10, 2011, including forms of the ~~Company’s~~Company's 1.875% Senior Notes due 2014, 2.50% Senior Notes due 2016, 3.875% Senior Notes due 2021 and 5.15% Senior Notes due 2041. (Filed as an exhibit to Form 8-K on November 10, 2011 and incorporated herein by reference.)

~~4.19~~4.18		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of December 5, 2011, including forms of the ~~Company’s~~Company's 4.375% Senior Notes due 2018 and 5.50% Senior Notes due 2026. (Filed as an exhibit to Form 8-K on December 5, 2011 and incorporated herein by reference.)

~~4.20~~4.19		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of May 15, 2012, including forms of the ~~Company’s~~Company's 2.125% Senior Notes due 2017, 3.625% Senior Notes due 2022 and 5.375% Senior Notes due 2043. (Filed as an exhibit to Form 8-K on May 15, 2012 and incorporated herein by reference.)

~~4.21~~4.20		~~Officers’~~Officers' Certificate of Amgen Inc., dated as of September 13, 2012, including forms of the ~~Company’s~~Company's 2.125% Senior Notes due 2019 and 4.000% Senior Notes due 2029. (Filed as an exhibit to Form 8-K on September 13, 2012 and incorporated herein by reference.)

10.1+		Amgen Inc. 2009 Equity Incentive Plan. (Filed as Appendix A to the Definitive Proxy Statement on Schedule 14A on March 26, 2009 and incorporated herein by reference.)

10.2+*		Form of Stock Option Agreement for the Amgen Inc. 2009 Equity Incentive Plan. (As Amended on ~~October 10, 2012.~~March 6, 2013.)

10.3+*		Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Equity Incentive Plan. (As Amended on ~~October 10, 2012.~~March 6, 2013.)

10.4+*		Amgen Inc. 2009 Performance Award Program. (As Amended on March ~~14, 2012.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.~~6, 2013.)

10.5+*		Form of Performance Unit Agreement for the Amgen Inc. 2009 Performance Award Program. (As Amended on March ~~14, 2012.~~6, 2013.) ~~(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.)~~



~~Exhibit No.~~		~~Description~~
10.6+*		Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March ~~15, 2012.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.~~6, 2013.)

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

10.8+*		Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on March 6, 2013.)

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

~~10.9+~~10.10+		First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective April 11, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)

~~10.10+~~10.11+		Second Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)

~~10.11+~~10.12+		Third Amendment to the Amgen Inc. Supplemental Retirement Plan, ~~executed December 16, 2011.~~effective January 1, 2012. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)

~~10.12+~~10.13+		Fourth Amendment to the Amgen Inc. Supplemental Retirement Plan, effective June 18, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)

10.13+*10.14+		Fifth Amendment to the Amgen Inc. Supplemental Retirement Plan, effective August 27, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2012 on November 6, 2012 and incorporated herein by reference.)

~~10.14+~~10.15+		Amended and Restated Amgen Change of Control Severance Plan. (As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.)

~~10.15+~~10.16+		Amgen Inc. Executive Incentive Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)

~~10.16+~~

Exhibit No.		Amgen Inc. Executive Nonqualified Retirement Plan. (As Amended and Restated effective January 1, 2009.) (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 on November 7, 2008 and incorporated herein by reference.)
		Description
10.17+		First Amendment to the Amgen Inc. Executive ~~Nonqualified Retirement Plan.~~Incentive Plan, effective December 13, 2012. (Filed as an exhibit to Form ~~10-Q~~10-K for the ~~quarter~~year ended ~~June 30, 2010~~December 31, 2012 on ~~August 9, 2010~~February 27, 2013 and incorporated herein by reference.)

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

10.19+		First Amendment to the Amgen Inc. Executive Nonqualified Retirement Plan, effective July 21, 2010. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010 on August 9, 2010 and incorporated herein by reference.)

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

10.21+		First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective April 11, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)

~~10.20+~~10.22+		Second Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)

~~10.21+~~10.23+		Third Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective June 18, 2012. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)

10.22+*10.24+		Fourth Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective August 27, 2012.

~~10.23+~~		~~2002 Special Severance Pay Plan for Amgen Employees.~~ (Filed as an exhibit to Form 10-Q for the quarter ended ~~June~~September 30, ~~2002~~2012 on ~~August 13, 2002~~November 6, 2012 and incorporated herein by reference.)

~~10.24+~~10.25+		Agreement between Amgen Inc. and Mr. Jonathan M. Peacock, dated July 5, 2010. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2010 on November 8, 2010 and incorporated herein by reference.)

~~10.25+~~10.26+		Agreement between Amgen Inc. and Mr. Anthony C. Hooper, dated October 12, 2011. (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)



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

~~10.26+~~		~~Consulting Agreement, effective February 1, 2011, between Amgen Inc. and Mr. George Morrow. (Filed as an exhibit to Form 8-K on October 22, 2010 and incorporated herein by reference).~~

10.27+		~~Amendment to Consulting~~Grant Agreement, ~~effective February 1,~~dated December 3, 2012, between Amgen Inc. and ~~Mr. George Morrow.~~Reed College. (Filed as an exhibit to Form ~~10-Q for the quarter ended March 31, 2012~~8-K on ~~May 8,~~December 7, 2012 and incorporated herein by reference.)

10.28+*		Consulting Services Agreement, ~~effective February 13, 2012,~~entered into as of January 25, 2013, by and between Amgen Inc.~~, Perlmutter Consulting, Inc.~~ and ~~Dr. Roger M. Perlmutter. (Filed as an exhibit to Form 8-K on March 1, 2012 and incorporated herein by reference).~~Fabrizio Bonanni.

10.29+		Restricted Stock Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)

10.30+		Performance Unit Agreement, dated April 27, 2012, between Amgen Inc. and Kevin W. Sharer. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2012 on August 8, 2012 and incorporated herein by reference.)

10.31		Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated, September 30, 1985 between Amgen and Ortho Pharmaceutical Corporation. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)

10.32		~~Shareholders’~~Shareholders' Agreement, dated May 11, 1984, among Amgen, Kirin Brewery Company, Limited and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)

10.33		Amendment No. 1 dated March 19, 1985, Amendment No. 2 dated July 29, 1985 (effective July 1, 1985), and Amendment No. 3, dated December 19, 1985, to the ~~Shareholders’~~Shareholders' Agreement dated May 11, 1984. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)

10.34		Amendment No. 4 dated October 16, 1986 (effective July 1, 1986), Amendment No. 5 dated December 6, 1986 (effective July 1, 1986), Amendment No. 6 dated June 1, 1987, Amendment No. 7 dated July 17, 1987 (effective April 1, 1987), Amendment No. 8 dated May 28, 1993 (effective November 13, 1990), Amendment No. 9 dated December 9, 1994 (effective June 14, 1994), Amendment No. 10 effective March 1, 1996, and Amendment No. 11 effective March 20, 2000 to the ~~Shareholders’~~Shareholders' Agreement, dated May 11, 1984. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)



Exhibit No.		Description
10.35		Amendment No. 12 to the ~~Shareholders’~~Shareholders' Agreement, dated January 31, 2001. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2005 on August 8, 2005 and incorporated herein by reference.)

10.36		Amendment No. 13 to the ~~Shareholders’~~Shareholders' Agreement, dated June 28, 2007 ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2007 on August 9, 2007 and incorporated herein by reference.)

10.37		Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated September 30, 1985, between Kirin-Amgen, Inc. and Ortho Pharmaceutical Corporation. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 on August 1, 2000 and incorporated herein by reference.)

10.38		Research, Development Technology Disclosure and License Agreement: PPO, dated January 20, 1986, by and between Kirin Brewery Co., Ltd. and Amgen Inc. (Filed as an exhibit to Amendment No. 1 to Form S-1 Registration Statement on March 11, 1986 and incorporated herein by reference.)

10.39		Assignment and License Agreement, dated October 16, 1986 (effective July 1, ~~1986,~~1986), between Amgen and Kirin-Amgen, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)

10.40		G-CSF United States License Agreement, dated June 1, 1987 (effective July 1, 1986), Amendment No. 1, dated October 20, 1988, and Amendment No. 2, dated October 17, 1991 (effective November 13, 1990), between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)



~~Exhibit No.~~		~~Description~~
10.41		G-CSF European License Agreement, dated December 30, 1986, between Kirin-Amgen and Amgen, Amendment No. 1 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated June 1, 1987, Amendment No. 2 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated March 15, 1998, Amendment No. 3 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated October 20, 1988, and Amendment No. 4 to Kirin-Amgen, Inc. / Amgen G-CSF European License Agreement, dated December 29, 1989, between Kirin-Amgen, Inc. and Amgen Inc. (Filed as exhibits to Form 10-K for the year ended December 31, 2000 on March 7, 2001 and incorporated herein by reference.)

10.42		Amended and Restated Promotion Agreement, ~~Regarding Governance and Commercial Matters,~~ dated as of December 16, 2001, by and among Immunex Corporation, American Home Products Corporation ~~American Cyanamid Company~~ and Amgen Inc. ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on March 22, 2002 and incorporated herein by reference.)

10.43		Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and among Immunex Corporation, American Home Products Corporation and Amgen Inc. (with certain confidential information deleted therefrom). (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on March 22, 2002 and incorporated herein by reference.)

~~10.44~~		Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective as of July 8, 2003, among Wyeth, Amgen Inc. and Immunex Corporation ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2003 on March 11, 2004 and incorporated herein by reference.)

~~10.45~~10.44		Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective as of April 20, 2004, by and among Wyeth, Amgen Inc. and Immunex Corporation. (Filed as an exhibit to Amendment No. 1 to Form S-4 Registration Statement on June 29, 2004 and incorporated herein by reference.)

~~10.46~~10.45		Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among Wyeth, Amgen Inc. and Immunex Corporation ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2005 on May 4, 2005 and incorporated herein by reference.)

~~10.47~~10.46		Confirmation of OTC Convertible Note Hedge related to 2013 Notes, dated February 14, 2006, to Amgen Inc. from Merrill Lynch International related to 0.375% Convertible Senior Notes Due 2013. (Filed as an exhibit to Form 10-K for the year ended December 31, 2005 on March 10, 2006 and incorporated herein by reference.)

~~10.48~~10.47		Confirmation of OTC Warrant Transaction, dated February 14, 2006, to Amgen Inc. from Merrill Lynch International for warrants expiring in 2013. (Filed as an exhibit to Form 10-K for the year ended December 31, 2005 on March 10, 2006 and incorporated herein by reference.)

~~10.49~~		Collaboration Agreement, dated July 11, 2007, between Amgen Inc. and Daiichi Sankyo Company (with certain confidential information deleted therefrom). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2007 on November 9, 2007 and incorporated herein by reference.)

~~10.50~~10.48		Credit Agreement, dated as of December 2, 2011, among Amgen Inc., with Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book runners, and the other banks party thereto. (Filed as an exhibit to Form 8-K filed on December 2, 2011 and incorporated herein by reference.)

~~10.51~~

Exhibit No.		~~Multi-product~~Description
10.49		Collaboration and License Agreement ~~with Respect to Japan~~ between Amgen Inc. and ~~Takeda Pharmaceutical Company~~Celltech R&D Limited dated ~~February~~May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No. 1, ~~2008 (with certain~~effective as of June 9, 2003, to Collaboration and License Agreement between Amgen Inc. and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form ~~10-Q~~10-K for the ~~quarter~~year ended ~~March~~December 31, ~~2008~~2012 on ~~May 12, 2008~~February 27, 2013 and incorporated herein by reference.)

~~10.52~~		Supply Agreement between Amgen Inc. and Takeda Pharmaceutical Company Limited dated February 1, 2008 (with certain confidential information deleted therefrom). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2008 on May 12, 2008 and incorporated herein by reference.)

~~10.53~~10.50		Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment) (Previously filed as an exhibit to Form 10-K for the year ended December 31, 2008 on February 27, 2009.), as amended by Amendment Number 1 dated March 31, 2010 ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment), Amendment Number 2 dated May 12, 2011 (as corrected by the Letter Agreement) ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment), and Letter Agreement dated July 19, 2011. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2011 on August 8, 2011 and incorporated herein by reference.)



~~Exhibit No.~~		~~Description~~
~~10.54~~10.51		Amendment Number 3, dated July 1, 2011, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2011 on November 4, 2011 and incorporated herein by reference.)

~~10.55~~10.52*		Amendment Number 4, dated March 20, 2013, to the Integrated Facilities Management Services Agreement, dated February 4, 2009, between Amgen Inc. and Jones Lang LaSalle Americas, Inc.

10.53		Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)

10.54		Amendment Number 1, dated as of January 24, 2012, to Collaboration Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)

10.55		Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)

10.56		Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc (with certain confidential information deleted therefrom). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 on November 6, 2009 and incorporated herein by reference.)

~~10.57~~		Amendment Number 1, dated September 20, 2010, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2010 on November 8, 2010 and incorporated herein by reference.)

10.57		Amendment Number 2, dated as of January 24, 2012, to Expansion Agreement dated July 27, 2009 between Amgen Inc. and Glaxo Group Limited, a wholly owned subsidiary of GlaxoSmithKline plc. (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)

10.58		Sourcing and Supply Agreement, dated November 15, 2011, by and between Amgen USA Inc, a wholly owned subsidiary of Amgen Inc., and DaVita Inc. ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2011 on February 29, 2012 and incorporated herein by reference.)

10.59		Amendment Number 1 to Sourcing and Supply Agreement, effective as of January 1, 2013, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Healthcare Partners Inc. f/k/a DaVita Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment). (Filed as an exhibit to Form 10-K for the year ended December 31, 2012 on February 27, 2013 and incorporated herein by reference.)

10.60		Collaboration Agreement dated March 30, 2012 by and between Amgen Inc. and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP ~~(with certain~~(portions of the exhibit have been omitted pursuant to a request for confidential ~~information deleted therefrom)~~treatment). (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.)

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

32**		Section 1350 Certifications.

101.INS*		XBRL Instance Document.



Exhibit No.		Description
101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition ~~Linkbase.~~Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

____________________________

(* = filed herewith)

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

(+ = management contract or compensatory plan or arrangement)

4236



		Page No.
PART I - FINANCIAL INFORMATION		1
Item 1.	FINANCIAL STATEMENTS	1
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	1
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	2
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2420
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3328
Item 4.	CONTROLS AND PROCEDURES	3428
PART II - OTHER INFORMATION		3429
Item 1.	LEGAL PROCEEDINGS	3429
Item 1A.	RISK FACTORS	3529
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3529
Item 6.	EXHIBITS	3529
SIGNATURES		3630
INDEX TO EXHIBITS		3731



Indefinite-lived intangible assets:
In-process research and development (IPR&D)	$	440
Contract assets	170
Finite-lived intangible assets — Developed technology	350
Goodwill	330
Cash and marketable securities	154
Deferred tax assets	43
Deferred tax liabilities	(317		)
Other assets (liabilities), net	(24		)
Total consideration	$	1,146



Finite-lived intangible assets	$	163
Property, plant and equipment	100
Trade receivables	79
Inventories	52
Goodwill	382
Deferred tax liabilities	(45		)
Other assets (liabilities), net	(54		)
Total consideration	$	677



	September 30, 2012							December 31, 2011
	Gross carrying amount		Accumulated amortization			Intangible assets, net		Gross carrying amount		Accumulated amortization			Intangible assets, net
Finite-lived intangible assets:
Acquired product technology rights:
Developed product technology	$	2,872	$	(1,955	)	$	917	$	2,872	$	(1,811	)	$	1,061
Core technology	1,348		(917		)	431		1,348		(850		)	498
Trade name	190		(129		)	61		190		(120		)	70
Acquired R&D technology rights	687		(370		)	317		350		(350		)	—
Other acquired intangible assets	897		(457		)	440		686		(406		)	280
Total finite-lived intangible assets	5,994		(3,828		)	2,166		5,446		(3,537		)	1,909

Indefinite-lived intangible assets:
IPR&D	1,358		—			1,358		675		—			675
Contract assets	156		—			156		—		—			—
Total indefinite-lived intangible assets	1,514		—			1,514		675		—			675

Total identifiable intangible assets	$	7,508	$	(3,828	)	$	3,680	$	6,121	$	(3,537	)	$	2,584



	Nine months ended September 30,
	2012			2011
Net cash provided by operating activities	$	5,070		$	3,535
Net cash used in investing activities	(7,959		)	(566		)
Net cash provided by (used in) financing activities	1,766			(2,365		)