SEC Filing | Amgen Inc.

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

January 26, 2006

Date of Report (Date of earliest event reported)

AMGEN INC.

(Exact name of registrant as specified in its charter)

Delaware

000-12477

95-3540776

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA

91320-1799

(Address of principal executive offices)

(Zip Code)

805-447-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On January 26, 2006, Amgen Inc. (the “Company”) announced its unaudited results of operations for the three months ended December 31, 2005 and unaudited financial condition for the period then ended. Set forth on the attached Exhibit 99.1 are the Company’s unaudited (i) Condensed Consolidated Statement of Operations for the three months ended December 31, 2005 and 2004, (ii) Product Sales Detail for the three months ended December 31, 2005 and 2004, and (iii) Condensed Consolidated Balance Sheets as of December 31, 2005 and 2004.

Item 9.01.

Financial Statements and Exhibits

The following exhibit will be deemed “filed” and incorporated by reference into any filing of Amgen Inc. with the Securities and Exchange Commission, whether made before or after the date hereof.


Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Statement of Operations for the three months ended December 31, 2005 and 2004, Unaudited Product Sales Detail for the three months ended December 31, 2005 and 2004, and Unaudited Condensed Consolidated Balance Sheets as of December 31, 2005 and 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AMGEN INC.

Date: February 13, 2006	By:	/s/ Richard D. Nanula
	Name:	Richard D. Nanula
	Title:	Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Document Description
99.1		Unaudited Condensed Consolidated Statement of Operations for the three months ended December 31, 2005 and 2004, Unaudited Product Sales Detail for the three months ended December 31, 2005 and 2004, and Unaudited Condensed Consolidated Balance Sheets as of December 31, 2005 and 2004.

Condensed Consolidated Statement of Operations

Exhibit 99.1

Amgen Inc.

Condensed Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)


	Three Months Ended December 31,
	2005		2004
Revenues:
Product sales	$	3,168	$	2,778
Other revenues		103		131

Total revenues		3,271		2,909
Operating expenses:
Cost of sales (excludes amortization of acquired intangible assets presented below)		511		476
Research and development		661		617
Selling, general and administrative		911		816
Amortization of intangible assets		87		81

Total operating expenses		2,170		1,990
Operating income		1,101		919
Interest and other income, net		10		1

Income before income taxes		1,111		920
Provision for income taxes		287		231

Net income	$	824	$	689

Earnings per share:
Basic	$	0.67	$	0.55
Diluted (1)	$	0.66	$	0.53
Shares used in calculation of earnings per share:
Basic		1,229		1,263
Diluted (1)		1,243		1,310

(1)	The following table presents the computations for diluted earnings per share (EPS) computed under the treasury stock and the “if-converted” methods:


	Three Months Ended December 31,
	2005			2004
Income (Numerator):
Net income for basic EPS	$	824		$	689
Adjustment for interest expense on convertible notes, net of tax		—	(A)		6

Net income for diluted EPS, after assumed conversion of convertible notes	$	824		$	695

Shares (Denominator):
Weighted-average shares for basic EPS		1,229			1,263
Effect of dilutive securities		14			12
Effect of convertible notes, after assumed conversion		—	(A)		35

Weighted-average shares for diluted EPS		1,243			1,310

Diluted earnings per share	$	0.66		$	0.53

(A)

On May 6, 2005 and August 17, 2005, in connection with an exchange offer, the Company modified the terms of approximately 99 percent of our convertible notes then outstanding (the “Modified Convertible Notes”). As a result of certain of these modifications, if converted, the Modified Convertible Notes would be settled in 1) cash equal to the lesser of the accreted value of the Modified Convertible Notes at the conversion date or the conversion value, as defined, and 2) shares of common stock, if any, to the extent the conversion value exceeds the accreted value. Accordingly, the Modified Convertible Notes do not impact diluted earnings per share under the “if-converted” method but rather, they impact diluted earnings per share under the treasury stock method, and only to the extent that the conversion value exceeds the accreted value during any reporting period, requiring such difference, if any, to be potentially settled in shares of common stock.

Amgen Inc.

Product Sales Detail by Product and Geographic Region

(In millions)

(Unaudited)


	Three Months Ended December 31,
	2005		2004
Aranesp^® - U.S.	$	579	$	449
Aranesp^® - International		294		256
EPOGEN^® - U.S.		626		697
Neulasta^® - U.S.		519		394
NEUPOGEN^® - U.S.		210		204
Neulasta^® - International		104		75
NEUPOGEN^® - International		95		105
Enbrel^® - U.S.		645		545
Enbrel^® - International		29		22
Sensipar^® - U.S.		37		18
Sensipar^® - International		14		1
Other product sales - U.S.		9		6
Other product sales - International		7		6

Total product sales	$	3,168	$	2,778

U.S.	$	2,625	$	2,313
International		543		465

	$	3,168	$	2,778

Amgen Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)


	December 31, 2005			December 31, 2004
Assets
Current assets:
Cash and marketable securities	$	5,255		$	5,808
Trade receivables, net		1,769			1,461
Inventories		1,258			888
Other current assets		953			1,013

Total current assets		9,235			9,170
Property, plant, and equipment, net		5,038			4,712
Intangible assets, net		3,742			4,033
Goodwill		10,495			10,525
Other assets		787			781

Total assets	$	29,297		$	29,221

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	3,595		$	2,984
Convertible notes		1,759	(2)		1,173	(1)

Total current liabilities		5,354			4,157
Deferred tax liabilities		1,163			1,294
Convertible notes		—			1,739	(2)
Other long-term debt		2,198			2,198
Other non-current liabilities		131			128
Stockholders’ equity		20,451			19,705

Total liabilities and stockholders’ equity	$	29,297		$	29,221

Shares outstanding		1,224			1,260

(1)

On March 2, 2005, as a result of certain holders of the Convertible notes exercising their March 1, 2005 put option, the Company repurchased $1,175 million, or approximately 40 percent, of the outstanding Convertible notes at their then-accreted value for cash. Accordingly, the Convertible notes repurchased were classified as current liabilities at December 31, 2004.

(2)

Holders of the remaining outstanding Convertible notes may require the Company to purchase all or a portion of the notes on specific dates as early as March 1, 2006 at the original issuance price plus accrued original issue discount through the purchase date. Accordingly, as of December 31, 2005, the Convertible notes have been classified as current liabilities.