AMGN 8-K Current Reports
AMGEN INC - 323 current reports
AMGEN INC 8-K Report, Shareholder Vote Results (May 20, 2026)
Amgen Inc. (AMGN) has filed an 8-K Current Report detailing the outcomes of its recent annual meeting of stockholders held on May 19, 2026. The primary focus of the filing is the results of several key shareholder votes. Notably, all 12 director nominees were overwhelmingly elected to serve one-year terms, indicating strong shareholder confidence in the current board's leadership and governance. Furthermore, the company received shareholder approval for its executive compensation plan through an advisory vote, suggesting alignment between management's pay practices and investor expectations. The selection of Ernst & Young LLP as the independent registered public accountants for the fiscal year ending December 31, 2026, was also ratified, reinforcing the company's commitment to robust financial oversight. However, a shareholder proposal seeking to mandate an independent board chairman was not approved, indicating that the current structure of board leadership will remain in place.
AMGEN INC 8-K Report, Executive Changes (May 19, 2026)
Amgen Inc. has announced a significant leadership transition in its finance department. Peter H. Griffith, the current Executive Vice President and Chief Financial Officer (CFO), will retire from his executive role effective August 31, 2026. He will remain with the company in a non-executive officer capacity until January 31, 2027, to ensure a smooth handover and will receive his entitled retirement benefits. The company has appointed Thomas Dittrich, age 62, as the new Executive Vice President and CFO, effective September 1, 2026. Mr. Dittrich will initially join Amgen in a non-executive role from July 1, 2026, to August 31, 2026, based in Rotkreuz, Switzerland, before relocating to Thousand Oaks, California. Mr. Dittrich brings extensive financial leadership experience from his previous roles, including CFO at Galderma Group AG and Shire Pharmaceuticals, and notably, he previously worked at Amgen in senior finance positions.
AMGEN INC 8-K Report, Financial Results (Apr 30, 2026)
Amgen Inc. (AMGN) has filed an 8-K report on April 30, 2026, to announce its first-quarter 2026 financial results. The filing primarily furnishes the company's earnings press release, which details its unaudited operational results for the quarter ended March 31, 2026, and its financial position as of the same date. Investors should note that the press release includes a significant amount of non-GAAP financial measures, which Amgen uses to provide supplementary information and facilitate a more detailed analysis of its ongoing business operations. The non-GAAP measures include adjusted earnings per share, operating income, operating margin, tax rate, and operating expenses. These adjustments primarily exclude acquisition-related expenses, costs from restructuring and cost-saving initiatives, and other items such as gains/losses on investments and legal proceedings. Amgen asserts that these non-GAAP figures, along with Free Cash Flow (FCF), offer a clearer view of the company's operational performance and liquidity, aiding in comparisons across periods and internal evaluations. Investors are advised to review the reconciliations provided in the press release to understand the differences between GAAP and non-GAAP reporting.
AMGEN INC 8-K Report, Executive Changes (Apr 22, 2026)
Amgen Inc. has announced a significant leadership transition with the upcoming retirement of Executive Vice President and Chief Technology Officer, David M. Reese, effective June 30, 2026. This departure marks the end of an era for Dr. Reese's tenure, during which he held a critical role in shaping the company's technological direction. In response to Dr. Reese's retirement, Amgen is redistributing the responsibilities of the CTO role to a triumvirate of executive leaders: James E. Bradner (EVP, Research and Development, Artificial Intelligence and Data), Murdo Gordon (EVP, Amgen Global Markets and Policy), and Peter H. Griffith (EVP and Chief Financial Officer). This strategic reallocation, effective June 1, 2026, aims to further integrate science, technology, and data across the organization, fostering stronger alignment between commercial, medical, and policy functions. Dr. Reese will continue to serve in an advisory capacity until his retirement.
AMGEN INC 8-K Report, Material Agreement (Feb 19, 2026)
Amgen Inc. (AMGN) has filed an 8-K report detailing a significant debt offering completed on February 17, 2026. The company successfully issued and sold a total of $4.0 billion in senior notes across four tranches with varying maturity dates and interest rates. This offering includes $1 billion of 4.200% Senior Notes due 2031, $1.75 billion of 4.850% Senior Notes due 2036, $500 million of 5.500% Senior Notes due 2046, and $750 million of 5.650% Senior Notes due 2056. The net proceeds from this offering are approximately $3.96 billion, which will be used by the company for its general corporate purposes. The issuance of these notes, registered under an effective Form S-3, represents a strategic move to secure long-term funding. Investors should note that these senior notes rank equally with other existing and future senior unsecured indebtedness of Amgen. The terms include a provision for a change in control triggering event, where noteholders can require Amgen to repurchase their notes at 101% of the principal amount plus accrued interest. This debt financing is a material event for Amgen, impacting its capital structure and future financial obligations.
AMGEN INC 8-K Report, Financial Results (Feb 3, 2026)
Amgen Inc. (AMGN) has filed an 8-K report on February 3, 2026, announcing its unaudited financial results for the fourth quarter and full year ended December 31, 2025. The report primarily furnishes a press release detailing these results, which includes a significant focus on non-GAAP financial measures. These non-GAAP measures, such as non-GAAP earnings per share, operating income, and margins, are presented to provide investors with a more comprehensive understanding of the company's ongoing business performance and facilitate comparisons across periods. The company explicitly states its belief that these non-GAAP metrics, alongside Free Cash Flow (FCF) and a debt leverage ratio, offer valuable supplementary insights. Amgen utilizes these measures internally for budgeting, financial planning, and performance evaluation. Key adjustments to GAAP figures include the exclusion of acquisition-related expenses, restructuring and cost savings initiatives, and certain other items like investment gains/losses and legal proceeding costs. Investors should note that these non-GAAP measures are not a substitute for GAAP reporting but are intended to enhance analytical perspectives.
AMGEN INC 8-K Report, Agreement Terminated (Jan 30, 2026)
Amgen Inc. (AMGN) announced on January 30, 2026, the termination of its License and Collaboration Agreement with Kyowa Kirin Co., Ltd., originally dated June 1, 2021. This termination is set to become effective upon receiving the necessary regulatory approvals, signaling a potential shift in Amgen's strategic partnerships and pipeline development. While the specific reasons for termination and the financial implications are not detailed in this filing, investors should monitor future communications for updates on how this development might impact Amgen's ongoing research and development efforts, particularly concerning any products or technologies covered under the terminated agreement. The agreement with Kyowa Kirin, if significant, could have implications for revenue streams, cost-sharing, or market access for certain therapeutic areas.
AMGEN INC 8-K Report, Financial Results (Nov 4, 2025)
Amgen Inc. (AMGN) has filed a Form 8-K detailing its third quarter 2025 financial results, announced via a press release on November 4, 2025. The filing primarily furnishes the press release which includes the company's unaudited financial performance for the three and nine months ended September 30, 2025, as well as its financial position as of that date. Investors should note that Amgen is presenting both GAAP and non-GAAP financial measures, with a detailed reconciliation of these figures provided within the press release. The non-GAAP measures, including earnings per share, operating income, operating margin, tax rate, and operating expenses, are intended to offer a more insightful view of the company's ongoing operational performance by excluding certain items. These excluded items notably include acquisition-related expenses, costs associated with restructuring and cost-saving initiatives, and other non-ordinary course items such as investment gains/losses and legal proceeding costs. Amgen also highlights Free Cash Flow (FCF) as a key liquidity metric.
AMGEN INC 8-K Report, Financial Results (Aug 5, 2025)
Amgen Inc. (AMGN) has filed an 8-K report on August 5, 2025, furnishing its Second Quarter 2025 earnings press release. The release, dated August 5, 2025, details the company's unaudited financial results for the period ending June 30, 2025, and its financial position as of that date. Investors should note that Amgen, in its reporting, provides both GAAP and a range of non-GAAP financial measures, including non-GAAP earnings per share, operating income, operating margin, tax rate, and operating expenses. The company also reports Free Cash Flow (FCF). Amgen utilizes these non-GAAP measures to offer a more comprehensive view of its ongoing business operations and to facilitate comparisons across periods. Key adjustments from GAAP to non-GAAP figures include acquisition-related expenses (such as amortization and impairment of acquired intangible assets and inventory), costs associated with restructuring and cost savings initiatives, and other miscellaneous items like gains/losses on investments and legal proceeding impacts. These adjustments are made to present a clearer picture of operational performance and allow for better internal evaluation and external comparisons.
AMGEN INC 8-K Report, Shareholder Vote Results (May 27, 2025)
Amgen Inc. (AMGN) filed an 8-K report on May 27, 2025, detailing the outcomes of its annual meeting of stockholders held on May 22, 2025. The report primarily covers the election of directors, advisory votes on executive compensation, and the ratification of independent auditors. All 12 director nominees were overwhelmingly elected to serve a one-year term. Additionally, shareholders provided an advisory vote to approve executive compensation, which passed with a significant majority. Furthermore, the company's selection of Ernst & Young LLP as its independent registered public accountants for the fiscal year ending December 31, 2025, was ratified by stockholders. The voting results across all presented proposals indicate strong shareholder support for the company's governance and financial oversight practices. No other business was presented or voted upon during the meeting.
AMGEN INC 8-K Report, Financial Results (May 1, 2025)
Amgen Inc. (AMGN) has filed an 8-K report detailing its first-quarter 2025 financial results, announced on May 1, 2025. The report primarily furnishes the company's earnings press release, which includes a discussion of both GAAP and non-GAAP financial measures. Investors should note that Amgen provides non-GAAP earnings per share, operating income, operating margin, tax rate, and operating expenses to offer a more comprehensive view of its ongoing business performance and facilitate comparisons across periods. Free Cash Flow (FCF) is also presented as a measure of liquidity. The company outlines the specific costs excluded from GAAP to arrive at these non-GAAP figures, including acquisition-related expenses (such as amortization and impairment of acquired intangible assets and inventory), restructuring and cost savings initiatives (severance, asset impairments), and other items outside the ordinary course of business (investment gains/losses, legal settlements). Amgen believes these adjustments provide a more meaningful evaluation of current and past operating performance by excluding items that can be inconsistent or non-recurring.
AMGEN INC 8-K Report, Financial Results (Feb 4, 2025)
Amgen Inc. (AMGN) filed an 8-K on February 4, 2025, primarily to furnish its Fourth Quarter and Full Year 2024 earnings press release. This filing provides investors with the company's unaudited financial results for the periods ending December 31, 2024. A key aspect of the release is its presentation of non-GAAP financial measures, which Amgen uses to offer a supplemental view of its performance, facilitating comparisons across periods by excluding items such as acquisition-related expenses, restructuring costs, and certain other irregular income and expenses. The company also presented Free Cash Flow (FCF) and a debt leverage ratio (debt to EBITDA) as additional metrics. Management believes these non-GAAP measures, alongside GAAP results, provide a more comprehensive understanding of Amgen's ongoing operational performance and liquidity. Investors should review the accompanying press release for detailed reconciliations of these non-GAAP figures to their GAAP equivalents and to understand the specific adjustments made, which include the treatment of acquired intangible assets and integration costs related to acquisitions.
AMGEN INC 8-K Report, Financial Results (Oct 30, 2024)
Amgen Inc. (AMGN) has filed an 8-K report on October 30, 2024, to announce its unaudited third quarter and year-to-date financial results for 2024. The report primarily furnishes a press release detailing these results, which include both GAAP and non-GAAP financial measures. Investors should note that Amgen utilizes non-GAAP figures such as adjusted earnings per share, operating income, and free cash flow to provide a more transparent view of ongoing business performance and facilitate comparisons across periods, excluding items like acquisition-related expenses, restructuring costs, and certain investment gains/losses or debt-related charges. The press release itself, furnished as an exhibit, contains the detailed financial performance for the three and nine months ended September 30, 2024. The company emphasizes that these non-GAAP measures are supplementary and not a replacement for GAAP reporting. The rationale behind excluding certain items is to present a clearer picture of operational profitability by treating internally developed assets comparably to acquired ones and by removing volatile or non-recurring charges. Investors are encouraged to review the full press release for specific figures and the reconciliations between GAAP and non-GAAP metrics.
AMGEN INC 8-K Report, Financial Results (Aug 6, 2024)
Amgen Inc. (AMGN) filed an 8-K on August 6, 2024, furnishing its Second Quarter 2024 earnings press release. The report details the company's financial results for the quarter ended June 30, 2024, and provides an update on its financial condition. A key focus of the filing is the presentation of non-GAAP financial measures, which Amgen uses to offer investors a clearer view of its ongoing business performance by excluding certain items. These excluded items primarily include acquisition-related expenses (such as amortization of acquired intangibles and fair value adjustments to acquired inventory), costs associated with restructuring and cost-saving initiatives, and other non-ordinary course of business items like gains/losses on equity investments and specific legal settlement-related items. The company believes these non-GAAP adjustments, alongside Free Cash Flow (FCF), facilitate better comparisons of performance across periods and enhance understanding of operational profitability and liquidity. Investors should review the press release (Exhibit 99.1) for the specific figures and detailed reconciliations between GAAP and non-GAAP results.
AMGEN INC 8-K Report, Executive Changes (Jun 3, 2024)
This 8-K filing from Amgen Inc. (AMGN) details the outcomes of its 2024 Annual Meeting of Stockholders held on May 31, 2024. The most significant information for investors pertains to the approval of the "Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan." This plan, now approved by stockholders, increases the number of shares available for issuance by over 31 million, clarifies dividend equivalent payouts, and incorporates updated change of control provisions to ensure unassumed awards will fully vest. Additionally, the filing confirms the election of all 12 director nominees for one-year terms and the advisory approval of executive compensation, indicating continued shareholder confidence in the current leadership and compensation structure. The ratification of Ernst & Young LLP as the independent registered public accountants for fiscal year 2024 also provides assurance regarding the company's financial reporting oversight. The appointment of Dr. Mary E. Klotman to the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee is a minor governance update. Overall, the filing reflects routine but important corporate governance actions, with the equity incentive plan amendment being the primary item of note for its potential impact on future equity-based compensation and share dilution.
AMGEN INC 8-K Report, Financial Results (May 2, 2024)
Amgen Inc. (AMGN) has filed an 8-K report on May 2, 2024, to announce its first-quarter 2024 financial results. The report primarily furnishes the company's earnings press release, which details both GAAP and non-GAAP financial measures. Investors should note that Amgen utilizes non-GAAP measures to provide a clearer view of its ongoing business operations and facilitate period-over-period comparisons. These non-GAAP adjustments exclude items such as acquisition-related expenses, restructuring costs, and certain other income/expense items deemed outside the ordinary course of business. The company also highlights Free Cash Flow (FCF) as a key liquidity metric. Investors are advised to review the full press release for detailed reconciliations between GAAP and non-GAAP figures.
AMGEN INC 8-K Report, Financial Results (Feb 6, 2024)
Amgen Inc. (AMGN) filed an 8-K on February 6, 2024, to report its fourth-quarter and full-year 2023 financial results. The filing primarily furnished a press release announcing these results and detailing the company's financial performance. A key aspect of the report is Amgen's use of non-GAAP financial measures to provide investors with a more comprehensive understanding of its ongoing business operations and financial health. These non-GAAP measures, which exclude items like acquisition-related expenses, restructuring costs, and certain other non-operational items, are presented alongside GAAP figures to facilitate better comparisons across periods and enhance the evaluation of the company's underlying profitability and liquidity. Investors should note that Amgen's management believes these non-GAAP measures offer valuable insights by presenting a clearer view of the company's core business performance, free from the impact of significant one-time or irregular events. The report also highlights the reconciliation of these non-GAAP figures to their closest GAAP equivalents, emphasizing transparency in financial reporting. Furthermore, the company included metrics such as Free Cash Flow (FCF) and a debt leverage ratio, which are considered important indicators of liquidity and financial stability by management and are presented to aid investor analysis.
AMGEN INC 8-K Report, Executive Changes (Dec 14, 2023)
Amgen Inc. (AMGN) announced significant leadership changes within its Research and Development (R&D) and technology functions, effective December 18, 2023. Dr. David M. Reese is transitioning from his role as Executive Vice President, Research and Development, to a newly created position as Executive Vice President and Chief Technology Officer. In this new capacity, Dr. Reese will focus on leveraging technology and artificial intelligence (AI) to enhance Amgen's operations across the board. Concurrently, Amgen has appointed Dr. James Bradner as its new Executive Vice President, Research and Development, and Chief Scientific Officer. Dr. Bradner brings substantial experience from his previous role as President of the Novartis Institutes for BioMedical Research and membership in Novartis's Executive Committee. These strategic appointments signal Amgen's commitment to innovation, both in its core R&D endeavors and in the adoption of advanced technologies like AI to drive future growth and efficiency.
AMGEN INC 8-K Report, Financial Results (Oct 31, 2023)
Amgen Inc. (AMGN) filed an 8-K on October 31, 2023, to report its unaudited financial results for the third quarter and first nine months of 2023, along with its financial position as of September 30, 2023. The report primarily includes a press release detailing these results and provides reconciliations for non-GAAP financial measures. Investors should note that Amgen utilizes non-GAAP metrics, such as non-GAAP earnings per share and operating income, to offer a more comparable view of ongoing business performance across periods, excluding items like acquisition-related expenses, restructuring costs, and certain other non-recurring items. The company also highlighted Free Cash Flow (FCF) as a key liquidity measure. Management believes these non-GAAP adjustments and FCF provide valuable insights into operational performance and financial health, facilitating a better understanding of the company's core business activities and its ability to generate cash. Investors are encouraged to review the provided press release for the detailed financial figures and the specific reconciliations between GAAP and non-GAAP measures.
AMGEN INC 8-K Report, Acquisition Completed (Oct 6, 2023)
Amgen Inc. announced the successful completion of its acquisition of Horizon Therapeutics plc on October 5, 2023. The acquisition, valued at approximately $26.7 billion, was settled through the payment of $116.50 in cash for each Horizon share. This move significantly expands Amgen's portfolio, particularly in the rare disease and inflammation areas, aligning with its strategic growth objectives. To finance a portion of this substantial acquisition and associated costs, Amgen drew down $4 billion under its Term Loan Credit Agreement on October 6, 2023. The completion of the acquisition also means Horizon shares will be delisted from the Nasdaq Global Select Market. Investors should note the strategic implications of this large-scale integration for Amgen's future revenue streams and market position.
AMGEN INC 8-K Report, Corporate Update (Oct 5, 2023)
Amgen Inc. announced a significant development in its acquisition of Horizon Therapeutics plc. On October 5, 2023, the High Court of Ireland sanctioned the scheme of arrangement for the acquisition. This regulatory approval is a critical step towards the completion of the transaction, which was initially announced on December 11, 2022. While the court's sanction is a major milestone, the acquisition is not yet fully complete. Amgen still needs to deliver a copy of the court order to the Registrar of Companies in Ireland. Investors should monitor this final procedural step, as it will pave the way for the official closing of the transaction and the integration of Horizon Therapeutics into Amgen's operations. This acquisition is expected to bolster Amgen's product portfolio and market presence.
AMGEN INC 8-K Report, Corporate Update (Sep 12, 2023)
Amgen Inc. (AMGN) has filed an 8-K report on September 11, 2023, providing an update on its proposed acquisition of Horizon Therapeutics plc. The key takeaway for investors is that the exclusivity period for the transaction has been extended. The "First Extended End Date" under the Transaction Agreement has been automatically pushed to the "Second Extended End Date," which is December 12, 2023. This extension suggests that both parties are continuing to work towards closing the deal, but also indicates that the process is taking longer than initially anticipated.
AMGEN INC 8-K Report, Corporate Update (Sep 5, 2023)
Amgen Inc. (AMGN) has provided an update on its previously announced acquisition of Horizon Therapeutics plc. The company has successfully resolved its legal challenge with the Federal Trade Commission (FTC) regarding the acquisition. The FTC's administrative lawsuit has been dismissed following a stipulated order agreement between Amgen, Horizon, and the FTC, which was approved by the U.S. District Court for the Northern District of Illinois. This effectively ends the FTC's legal opposition to the deal. Furthermore, the Irish High Court has scheduled a hearing for October 5, 2023, to review Horizon's application for sanctioning the proposed scheme of arrangement under Irish law. This is a crucial step in finalizing the acquisition under Irish corporate regulations. The resolution with the FTC and the upcoming Irish court hearing are positive developments, indicating progress towards the completion of Amgen's acquisition of Horizon.
AMGEN INC 8-K Report, Regulation FD Disclosure (Sep 1, 2023)
Amgen Inc. (AMGN) filed an 8-K on September 1, 2023, to provide an update on its previously announced acquisition of Horizon Therapeutics plc. The key development is the entry into a consent order agreement with the Federal Trade Commission (FTC) that resolves the FTC's administrative lawsuit challenging the acquisition. This agreement is a significant step towards closing the deal, removing a major regulatory hurdle. As a result of the consent order, Amgen and Horizon anticipate jointly filing to dismiss the preliminary injunction motion and dissolve the temporary restraining order (TRO) in the U.S. District Court. They also expect to expedite the final approvals required under Irish law to complete the transaction. Investors should view this as positive news, indicating progress towards the closing of the Horizon acquisition.
AMGEN INC 8-K Report, Executive Changes (Aug 4, 2023)
Amgen Inc. (AMGN) announced a key leadership transition in its finance department, effective August 14, 2023. Matthew C. Busch has been appointed as the new Vice President, Finance and Chief Accounting Officer (CAO), stepping into the role of principal accounting officer. This appointment is part of the company's leadership development initiatives, with the current CAO, Linda H. Louie, transitioning to Vice President, Finance, focusing on corporate financial planning and analysis. Mr. Busch has a long tenure at Amgen, having served in various finance and accounting roles since 2004, and most recently as Vice President, Finance. His compensation package for the CAO role includes a base salary of $450,000, an annual bonus target of 40% of his base salary, and an annual long-term incentive equity award valued at $500,000. This change appears to be a planned internal promotion aimed at fostering talent within the organization.
AMGEN INC 8-K Report, Financial Results (Aug 3, 2023)
Amgen Inc. (AMGN) filed an 8-K on August 3, 2023, to furnish its second-quarter 2023 earnings press release. The release details the company's financial results for the period ending June 30, 2023, and provides a reconciliation of non-GAAP financial measures. Investors should note that Amgen emphasizes its use of non-GAAP figures to provide a clearer view of its ongoing business performance and liquidity, excluding items like acquisition-related expenses, restructuring costs, and certain investment/divestiture impacts. The company also presented adjusted figures for total revenues and product sales, accounting for foreign exchange impacts, to offer a better understanding of underlying sales trends. Free Cash Flow (FCF) is also highlighted as a key liquidity metric. While these non-GAAP measures are presented to supplement GAAP reporting and aid in comparative analysis, investors are reminded that they are not a substitute for GAAP measures and are not deemed 'filed' under Section 18 of the Exchange Act.
AMGEN INC 8-K Report, Corporate Update (Jun 5, 2023)
This 8-K filing from Amgen Inc. (AMGN) provides an update on the status of its proposed acquisition of Horizon Therapeutics plc. The primary focus is on the ongoing regulatory review by the U.S. Federal Trade Commission (FTC) and the legal proceedings stemming from the FTC's challenge to the acquisition. The filing details extensions to temporary restraining orders (TROs) that prevent Amgen from closing the deal until the court rules on the FTC's request for a preliminary injunction. Investors are informed that the court has scheduled an evidentiary hearing on the preliminary injunction for September 11, 2023. Based on this schedule, Amgen now anticipates the potential closing of the acquisition by mid-December, assuming the court denies the FTC's request. The company emphasizes that this timeline is contingent on the court's ruling and the satisfaction of other closing conditions.
AMGEN INC 8-K Report, Shareholder Vote Results (May 22, 2023)
Amgen Inc. (AMGN) filed an 8-K on May 22, 2023, detailing the results of its Annual Meeting of Stockholders held on May 19, 2023. The primary focus for investors is the overwhelmingly positive outcome of key shareholder votes, including the election of all 13 director nominees and the approval of executive compensation on an advisory basis. The company also ratified Ernst & Young LLP as its independent registered public accountants for the upcoming fiscal year. Significantly, shareholders voted overwhelmingly in favor of an annual advisory vote on executive compensation, aligning with the Board of Directors' recommendation. This indicates strong shareholder confidence in the company's governance and compensation practices. The consistent and high levels of support across all presented proposals suggest a stable and well-aligned shareholder base.
AMGEN INC 8-K Report, Corporate Update (May 18, 2023)
Amgen Inc. (AMGN) has filed an 8-K detailing an update regarding its proposed acquisition of Horizon Therapeutics plc. The U.S. Federal Trade Commission (FTC) has filed a complaint seeking to block the acquisition, leading to a temporary restraining order (TRO) being issued by the court. This TRO prevents Amgen from closing the Horizon acquisition until at least September 15, 2023, or until the court makes a ruling on the FTC's request for a preliminary injunction. This development introduces significant uncertainty for investors regarding the completion of the Horizon acquisition, which was previously announced in December 2022. The legal challenge by the FTC is a critical hurdle, and the September 15th deadline set by the stipulated TRO provides a timeframe for further legal proceedings. Investors should monitor any updates on the court's decision regarding the preliminary injunction and Amgen's strategic responses.
AMGEN INC 8-K Report, Regulation FD Disclosure (May 16, 2023)
Amgen Inc. (AMGN) has filed an 8-K to disclose that the U.S. Federal Trade Commission (FTC) has filed a complaint seeking to block Amgen's proposed acquisition of Horizon Therapeutics plc. The FTC's action was initiated in the United States District Court for the Northern District of Illinois on May 16, 2023, aiming to prevent the completion of the acquisition. In response to the FTC's lawsuit, Amgen issued a press release on the same date, the content of which is included as an exhibit to this filing. Investors should closely monitor the legal proceedings and any further updates from Amgen or the FTC regarding this significant transaction, as the outcome will have a material impact on Amgen's future growth and strategic direction.
AMGEN INC 8-K Report, Financial Results (Apr 27, 2023)
Amgen Inc. (AMGN) filed an 8-K on April 27, 2023, to report its First Quarter 2023 financial results. The filing primarily serves to furnish the company's earnings press release, which details both GAAP and non-GAAP financial measures. Investors should note that Amgen emphasizes its non-GAAP results to provide a clearer view of ongoing business performance, excluding items like acquisition-related expenses, restructuring costs, and certain investment and debt-related charges. The company utilizes these non-GAAP measures, alongside Free Cash Flow (FCF) and foreign exchange-adjusted revenue, to enhance understanding of operational performance and liquidity. While these adjustments aim to present a more consistent view of core operations, investors are reminded that these are supplementary and not a replacement for GAAP-based reporting. The details of these adjustments, including specific exclusions and reconciliations, are available in the furnished press release.
AMGEN INC 8-K Report, Material Agreement (Mar 9, 2023)
Amgen Inc. (AMGN) has announced a significant amendment and restatement of its revolving credit facility, increasing its total commitment to $4.0 billion. This facility, with an initial five-year term extendable by two additional one-year periods, is designed for general corporate purposes and serves as a liquidity backstop for its commercial paper program. The credit agreement includes provisions for an additional $1.25 billion increase at Amgen's request, subject to bank discretion and customary requirements. This strategic move enhances Amgen's financial flexibility and provides robust liquidity to support its operations and potential future needs. Furthermore, Amgen has fully terminated its previously established $28.5 billion bridge credit facility. This termination, effective March 9, 2023, follows the successful securing of substantial financing through senior notes, a term loan facility, and existing cash reserves. The company has determined that these combined liquidity sources are sufficient to finance the completion of its acquisition of Horizon Therapeutics plc, rendering the bridge facility unnecessary. The termination signifies a prudent management of its debt structure and a clear pathway to funding its strategic growth initiatives.
AMGEN INC 8-K Report, Material Agreement (Mar 2, 2023)
Amgen Inc. (AMGN) announced a significant debt issuance on March 2, 2023, raising approximately $23.77 billion in net proceeds through the sale of various senior notes with maturities ranging from 2025 to 2063. The primary purpose of this substantial capital raise is to fund the company's previously announced acquisition of Horizon Therapeutics plc. The issuance is not contingent on the completion of the acquisition, but the company has outlined a special mandatory redemption clause for most of the notes if the acquisition does not close by a specified date, with a redemption premium of 101%. Additionally, the company has permanently reduced its bridge credit facility, which was initially established to finance the Horizon acquisition, by an amount corresponding to the net proceeds from the senior notes offering, signaling a shift in financing strategy. This move effectively de-risks the acquisition financing to some extent by replacing a potentially more volatile credit facility with long-term debt. Investors should note the different interest rates and maturity dates across the series of notes issued, indicating a strategic approach to managing debt costs and maturity profiles. The senior notes rank equally with other senior unsecured debt and are subordinated to subsidiary obligations and secured debt. The significant proceeds raised and the associated debt issuance suggest Amgen is moving forward with its strategic growth plans, particularly the acquisition of Horizon Therapeutics, which is a key development for the company's future revenue streams and market position.
AMGEN INC 8-K Report, Material Agreement (Feb 16, 2023)
Amgen Inc. (AMGN) has filed an 8-K report detailing a significant debt offering completed on February 15, 2023. The company entered into an underwriting agreement to issue and sell a substantial aggregate principal amount of senior notes across various maturity dates, totaling approximately $23.4 billion. These new notes will rank equally with Amgen's other senior unsecured debt and will mature between 2025 and 2063, with coupon rates ranging from 5.150% to 5.750%. The proceeds from this offering are not explicitly stated in this filing but are typically used for general corporate purposes, potential acquisitions, or refinancing existing debt. Investors should note the closing date for this offering is expected to be March 2, 2023.
AMGEN INC 8-K Report, Material Agreement (Jan 31, 2023)
Amgen Inc. (AMGN) filed an 8-K on January 31, 2023, detailing two key events. Firstly, the company amended its Share Purchase Agreement with BeiGene, Ltd., relinquishing its right to appoint a director to BeiGene's board. This change will shift Amgen's equity investment in BeiGene from the equity method to the fair value method of accounting, impacting financial reporting for this investment. Secondly, Amgen announced its fourth-quarter and full-year 2022 results via a press release furnished with the filing. The report also elaborates on Amgen's use and presentation of non-GAAP financial measures, including earnings per share, operating income, and revenue adjusted for foreign currency impacts. A significant update notes a modification to their non-GAAP policy starting Q1 2022, where upfront or milestone payments from licensing/collaboration agreements and asset acquisitions will no longer be excluded from non-GAAP measures, with prior periods being recast for comparability.
AMGEN INC 8-K Report, Material Agreement (Dec 22, 2022)
Amgen Inc. has entered into a new $4 billion Term Loan Credit Facility on December 22, 2022, comprised of an $2 billion 18-month tranche and a $2 billion 3-year tranche. This facility is specifically designed to finance the acquisition of Horizon Therapeutics plc, including transaction consideration, repayment of Horizon's existing debt, and associated fees and expenses. This financing action indicates a significant step forward in Amgen's strategic pursuit of Horizon Therapeutics. The new term loan will replace and reduce commitments under a previously established bridge credit facility. Investors should monitor the progress of the Horizon acquisition and its impact on Amgen's leverage and future cash flow, as the loan terms include covenants related to interest coverage ratios and debt limitations.
AMGEN INC 8-K Report, Material Agreement (Dec 12, 2022)
Amgen Inc. has announced a significant definitive agreement to acquire Horizon Therapeutics plc for $116.50 per share in cash. This acquisition, valued at approximately $28 billion based on the offer price, will be executed via a court-sanctioned scheme of arrangement under Irish law, with the potential to be structured as a takeover offer. The transaction has been unanimously recommended by Horizon's board of directors and is expected to close in the first half of 2023, subject to customary closing conditions including regulatory approvals in the U.S., Austria, Germany, and foreign investment clearances in France, Germany, Denmark, and Italy. To finance this substantial acquisition, Amgen has secured a $28.5 billion bridge credit facility. This facility is intended to cover the cash consideration for Horizon's shares, refinance Horizon's existing debt, and manage associated fees and expenses. The agreement includes standard representations, warranties, and covenants, with provisions for termination under specific circumstances, including potential termination fees. This move represents a major strategic expansion for Amgen, aiming to integrate Horizon's portfolio and operations.
AMGEN INC 8-K Report, Regulation FD Disclosure (Dec 2, 2022)
Amgen Inc. filed an 8-K on December 2, 2022, primarily to disclose an announcement made on the same date pursuant to Irish Takeover Panel rules. This filing is a regulatory disclosure and does not contain new financial statements or detailed operational updates. The key takeaway for investors is that Amgen is adhering to specific disclosure requirements in Ireland, likely related to ongoing corporate activities or potential transactions governed by Irish regulations. Investors should note that the content of this announcement (Exhibit 99.1) is not considered 'filed' for the purposes of Section 18 of the Exchange Act, meaning Amgen is not subject to liability for omissions or misstatements within it under that specific section. However, it is incorporated by reference, suggesting its relevance to the ongoing corporate narrative. Any significant implications for investors will be detailed within the actual announcement, which would need to be reviewed separately.
AMGEN INC 8-K Report, Financial Results (Nov 3, 2022)
Amgen Inc. (AMGN) filed an 8-K on November 3, 2022, primarily to report its third-quarter 2022 financial results. The filing includes a press release detailing the company's financial performance for the three and nine months ended September 30, 2022. A significant portion of the 8-K is dedicated to explaining Amgen's use of non-GAAP financial measures, including non-GAAP earnings per share, operating income, and net income. The company utilizes these non-GAAP metrics to provide investors with a more comprehensive understanding of its ongoing business operations, excluding items such as acquisition-related expenses, costs from cost-saving initiatives, and certain investment or legal settlement impacts. Additionally, Amgen clarified its updated non-GAAP policy implemented in the first quarter of 2022, which no longer excludes upfront or milestone payments for licensing or collaboration agreements, and asset acquisitions of pre-approval/in-process R&D. While this change does not affect the third-quarter 2022 results, it does impact previously reported third-quarter 2021 non-GAAP results, which have been recast for comparability. Investors should review the provided reconciliations to understand the differences between GAAP and non-GAAP figures.
AMGEN INC 8-K Report, Regulation FD Disclosure (Oct 20, 2022)
Amgen Inc. (AMGN) has officially announced the completion of its acquisition of ChemoCentryx, Inc. as of October 19, 2022. This strategic move, detailed in a press release filed on October 20, 2022, signifies a significant expansion of Amgen's capabilities, particularly in the area of inflammatory and autoimmune diseases, which was a key focus for ChemoCentryx. Investors should note that this acquisition is expected to bolster Amgen's pipeline and market presence in these therapeutic areas.
AMGEN INC 8-K Report, Material Agreement (Aug 18, 2022)
Amgen Inc. (AMGN) has filed an 8-K report detailing the issuance and sale of $3 billion in senior notes across three tranches: $1.25 billion in 4.050% Senior Notes due 2029, $750 million in 4.200% Senior Notes due 2033, and $1 billion in 4.875% Senior Notes due 2053. The net proceeds from this offering are approximately $2.976 billion. This significant debt issuance suggests Amgen is likely funding strategic initiatives, such as potential acquisitions, research and development expansion, or general corporate purposes. Investors should monitor how these proceeds are deployed to assess their impact on future growth and profitability. The terms of these notes include semi-annual interest payments and maturity dates ranging from 2029 to 2053. A notable feature is the provision for noteholders to require Amgen to repurchase the notes at 101% of the principal amount plus accrued interest in the event of a change in control triggering event. The new notes rank equally with other senior unsecured debt and are effectively subordinated to subsidiary obligations and senior to subordinated debt.
AMGEN INC 8-K Report, Financial Results (Aug 4, 2022)
Amgen Inc. (AMGN) filed an 8-K on August 4, 2022, to furnish its second quarter 2022 earnings press release. This filing primarily provides details on the company's financial results for the three and six months ended June 30, 2022, and its financial position as of that date. Investors can find the comprehensive financial details, including GAAP and non-GAAP measures, within the press release furnished as an exhibit. The company continues to present non-GAAP financial measures to offer a more insightful view of its ongoing business performance, facilitating comparisons across periods. These non-GAAP measures exclude items such as acquisition-related expenses, costs from cost savings initiatives, and other specific income/expense items deemed outside the ordinary course of business. Importantly, Amgen has updated its non-GAAP policy starting Q1 2022, no longer excluding certain upfront or milestone payments for licensing/collaboration agreements and asset acquisitions. While this change does not impact Q2 2022 results, it does affect previously reported Q2 2021 non-GAAP figures, which have been recast for comparability.
AMGEN INC 8-K Report, Material Agreement (Aug 4, 2022)
Amgen Inc. (AMGN) has announced a definitive agreement to acquire ChemoCentryx, Inc. (CCYX) for $52.00 per share in cash, representing a total transaction value of approximately $3.7 billion. This strategic move is aimed at enhancing Amgen's pipeline, particularly in inflammation and nephrology, through ChemoCentryx's lead drug candidate, Tavneos (avacopan). The acquisition is structured as a merger where ChemoCentryx will become a wholly-owned subsidiary of Amgen. The transaction is subject to customary closing conditions, including regulatory approvals (such as HSR Act clearance) and the approval of ChemoCentryx stockholders. Both companies have agreed to use their best efforts to complete the transaction, with provisions for termination fees under specific circumstances, including if ChemoCentryx accepts a superior proposal or if its board changes its recommendation. The deal is expected to close in the fourth quarter of 2022.
AMGEN INC 8-K Report, Executive Changes (Aug 3, 2022)
Amgen Inc. (AMGN) announced a significant addition to its Board of Directors with the appointment of Michael V. Drake, effective August 3, 2022. Dr. Drake brings extensive leadership experience as the current President of the University of California, previously serving as President of The Ohio State University and Chancellor of the University of California, Irvine. His appointment strengthens the Board's expertise and contributes to its diversity of leadership backgrounds. Dr. Drake will immediately join the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee, enhancing the oversight capabilities of these critical areas. His compensation will be in line with the Company's standard director compensation structure, including a pro-rated annual retainer and committee meeting retainers, as well as a pro-rated grant of restricted stock units. This appointment is effective as the Company prepares for its second quarter earnings release.
AMGEN INC 8-K Report, Shareholder Vote Results (May 18, 2022)
This 8-K filing reports the final voting results from Amgen Inc.'s (AMGN) Annual Meeting of Stockholders held on May 17, 2022. All 12 director nominees were overwhelmingly elected for one-year terms, indicating strong shareholder confidence in the current board composition. Additionally, shareholders provided an advisory vote to approve executive compensation, which passed, and ratified the selection of Ernst & Young LLP as the independent registered public accountants for the fiscal year ending December 31, 2022. These outcomes suggest stability and shareholder approval for key governance aspects of Amgen. The election of directors, with substantial 'For' votes across all nominees, reflects a lack of significant opposition to the board's leadership. The approval of executive compensation, while subject to advisory review, signals that the compensation structures are generally accepted by the shareholder base. The ratification of the auditor further reinforces the company's established financial oversight.
AMGEN INC 8-K Report, Financial Results (Apr 27, 2022)
Amgen Inc. (AMGN) filed an 8-K on April 27, 2022, to report its first-quarter 2022 financial results. The filing primarily furnished the company's earnings press release, which detailed financial performance and included reconciliations of non-GAAP financial measures to GAAP. The company emphasizes that its non-GAAP measures, such as non-GAAP earnings per share and free cash flow, are provided to offer investors a clearer understanding of ongoing business performance and liquidity, facilitating comparisons across periods. Key adjustments to GAAP for non-GAAP reporting include acquisition-related expenses (like amortization of acquired intangibles and impairments of in-process R&D), costs associated with cost-saving initiatives (severance, accelerated depreciation), and other non-ordinary course items such as investment transaction gains/losses and legal settlement expenses. Notably, Amgen is also updating its non-GAAP policy starting Q1 2022, ceasing to exclude upfront/milestone payments for licensing and collaboration agreements, as well as asset acquisitions of pre-approval/in-process R&D. Prior periods will be recast to reflect this change.
AMGEN INC 8-K Report, Material Agreement (Feb 25, 2022)
Amgen Inc. (AMGN) has entered into accelerated stock repurchase (ASR) agreements totaling $6 billion with Bank of America, Morgan Stanley, and Goldman Sachs. These agreements, executed on February 24, 2022, aim to repurchase a significant amount of the company's common stock. The company is utilizing its existing cash reserves to fund these repurchases. This move signals a strong commitment from Amgen to return capital to shareholders and potentially boost shareholder value through a reduction in outstanding shares.
AMGEN INC 8-K Report, Material Agreement (Feb 22, 2022)
Amgen Inc. (AMGN) filed an 8-K on February 22, 2022, announcing the successful issuance and sale of a substantial amount of senior notes. The company raised approximately $3.95 billion in net proceeds from the offering, which included four tranches of notes with varying interest rates and maturity dates: 3.000% Senior Notes due 2029, 3.350% Senior Notes due 2032, 4.200% Senior Notes due 2052, and 4.400% Senior Notes due 2062. These notes are unsecured and rank equally with other senior unsecured indebtedness, but are effectively subordinated to subsidiary obligations and senior to any subordinated debt. The proceeds from this offering are expected to bolster Amgen's financial flexibility, potentially for general corporate purposes, including funding operations, investments, and future strategic initiatives. This debt issuance provides Amgen with long-term capital at fixed rates, which could be utilized for ongoing research and development, capital expenditures, or potential acquisitions.
AMGEN INC 8-K Report, Financial Results (Feb 7, 2022)
Amgen Inc. (AMGN) filed an 8-K on February 7, 2022, to announce its fourth quarter and full-year 2021 financial results via a press release. The filing details both GAAP and non-GAAP financial measures, including non-GAAP earnings per share, operating income, operating margin, tax rate, net income, and operating expenses. The company also provided its Free Cash Flow (FCF). Amgen utilizes these non-GAAP measures to offer a clearer view of its ongoing business performance and to facilitate comparisons across periods, excluding items like acquisition-related expenses, licensing costs, cost savings initiatives, and certain investment/legal-related gains and losses. These adjustments aim to present a more consistent picture of operational profitability.
AMGEN INC 8-K Report, Material Agreement (Jan 31, 2022)
Amgen Inc. (AMGN) filed an 8-K on January 31, 2022, announcing significant amendments to its Exclusive License and Collaboration Agreement with Novartis concerning the commercialization of Aimovig. Primarily, Novartis will now hold exclusive rights to commercialize Aimovig outside of the United States and Japan. This restructuring eliminates Amgen's royalty obligations to Novartis on U.S. Aimovig sales and also removes the cost-sharing arrangement for U.S. commercialization, simplifying Amgen's operational responsibilities in its home market. While Amgen will no longer pay royalties on U.S. sales and will cease sharing U.S. commercialization costs, the companies will continue to share development expenses globally for Aimovig. This amendment, effective January 31, 2022, also involves the termination of a prior U.S. Collaboration Agreement. These changes indicate a strategic shift in how Aimovig will be marketed and managed in key regions, with Amgen potentially retaining more of the U.S. revenue while offloading certain U.S. commercialization burdens.