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Amgen Inc – ‘10-Q’ for 3/31/01

On: Monday, 5/14/01, at 12:38pm ET · For: 3/31/01 · Accession #: 898430-1-500500 · File #: 0-12477

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/14/01  Amgen Inc                         10-Q        3/31/01    5:129K                                   Donnelley R R & S… 05/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      24    101K 
 2: EX-10.46    Agreement Between Amgen & George J. Morrow            11     42K 
 3: EX-10.47    Promissory Note of Mr. George J. Morrow                3     18K 
 4: EX-10.48    Agreement Between Amgen & Roger M. Perlmutter         12     44K 
 5: EX-99       Factors That May Affect Amgen                          7     25K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Corporate partner revenues (Earnings) loss of affiliates, net Exhibits and Reports on Form 8-K Financial Statements Index to Exhibits Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Condensed Consolidated Financial Statements Signatures
1	1st Page - Filing Submission
3	Item 1. Financial Statements
7	Notes to Condensed Consolidated Financial Statements
12	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
14	Corporate partner revenues
15	(Earnings) loss of affiliates, net
18	Item 1. Legal Proceedings
"	Item 6. Exhibits and Reports on Form 8-K
19	Signatures
20	Index to Exhibits

10-Q 1st Page of 24 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON D.C. 20549 

FORM 10-Q 

(Mark One)                                                                      
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                
SECURITIES EXCHANGE ACT OF 1934                               

For the quarterly period ended March 31, 2001                 

OR  

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
SECURITIES EXCHANGE ACT OF 1934                               

Commission file number 000-12477                                                

AMGEN INC.  
(Exact name of registrant as specified in its charter)  

Delaware                                    95-3540776      
-------------------------------             -----------------------------       
(State or other jurisdiction of                   (I.R.S. Employer              
incorporation or organization)                   Identification No.)            

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

Registrant's telephone number, including area code:  (805) 447-1000             

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days.      Yes  X   No                             

As of March 31, 2001, the registrant had 1,043,163,099 shares of Common Stock,  
$0.0001 par value, outstanding.                                                 

10-Q 2nd Page of 24 TOC 1st Previous Next ↓Bottom Just 2nd
AMGEN INC.  

INDEX 

                                                                [Download Table]


                                                                        Page No.
                                                                                
PART I   FINANCIAL INFORMATION                                                  

         Item 1. Financial Statements................................     3     

             Condensed Consolidated Statements of                               
             Operations - three months                                          
             ended March 31, 2001 and 2000...........................     4     

             Condensed Consolidated Balance Sheets -                            
             March 31, 2001 and December 31, 2000.....................    5     

             Condensed Consolidated Statements of                               
             Cash Flows - three months                                          
             ended March 31, 2001 and 2000............................    6     

             Notes to Condensed Consolidated Financial                          
             Statements...............................................    7     

         Item 2. Management's Discussion and Analysis                           
                 of Financial Condition and Results of                          
                 Operations..........................................    12     

PART II  OTHER INFORMATION                                                      

         Item 1. Legal Proceedings...................................    18     

         Item 6. Exhibits and Reports on Form 8-K....................    18     

         Signatures..................................................    19     

         Index to Exhibits...........................................    20     

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                   

     The information in this report for the three months ended March 31,
2001 and 2000 is unaudited but includes all adjustments (consisting only of     
normal recurring accruals, unless otherwise indicated) which Amgen Inc. ("Amgen"
or the "Company") considers necessary for a fair presentation of the results of 
operations for those periods.                                                   

   The condensed consolidated financial statements should be read in
conjunction with the Company's financial statements and the notes thereto       
contained in the Company's Annual Report on Form 10-K for the year ended        
December 31, 2000.                                                              

        Interim results are not necessarily indicative of results for the full
fiscal year.                                                                    

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AMGEN INC.  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(In millions, except per share data)  
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                            Three Months Ended            
                                                                  March 31,               
                                                         2001                   2000      
                                                   ----------------       ----------------
                                                                                          
Revenues:                                                                                 
           Product sales                                    $798.4                 $697.6 
           Corporate partner revenues                         51.1                   74.2 
           Royalty income                                     52.1                   42.3 
                                                   ----------------       ----------------
                    Total revenues                           901.6                  814.1 
                                                   ----------------       ----------------

Operating expenses:                                                                       
           Cost of sales                                      89.4                   85.7 
           Research and development                          206.7                  189.8 
           Selling, general and administrative               196.2                  169.7 
           (Earnings) loss of affiliates, net                 (7.2)                  16.4 
                                                   ----------------       ----------------
                    Total operating expenses                 485.1                  461.6 
                                                   ----------------       ----------------

Operating income                                             416.5                  352.5 

Other income (expense):                                                                   
           Interest and other income                          49.1                   36.4 
           Interest expense, net                              (4.3)                  (4.2)
                                                   ----------------       ----------------
                    Total other income                        44.8                   32.2 
                                                   ----------------       ----------------

Income before income taxes                                   461.3                  384.7 

Provision for income taxes                                   156.4                  118.5 
                                                   ----------------       ----------------
Net income                                                  $304.9                 $266.2 
                                                   ================       ================
Earnings per share:                                                                       
           Basic                                             $0.29                  $0.26 
           Diluted                                           $0.28                  $0.25 

Shares used in calculation of earnings per share:                                         
           Basic                                           1,041.1                1,023.1 
           Diluted                                         1,086.2                1,085.7 

See accompanying notes. 

4 

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AMGEN INC.  
CONDENSED CONSOLIDATED BALANCE SHEETS 

(In millions, except per share data)  
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                                 March 31,           December 31,     
                                                                    2001                 2000         
                                                             -------------------  --------------------
                                                                                                      
                         ASSETS                                                                       
                         ------                                                                       
Current assets:                                                                                       
        Cash and cash equivalents                                     $   478.9             $   226.5 
        Marketable securities                                           1,813.5               1,801.6 
        Trade receivables, net                                            431.7                 389.2 
        Inventories                                                       352.2                 305.2 
        Other current assets                                              187.6                 214.6 
                                                             -------------------  --------------------
              Total current assets                                      3,263.9               2,937.1 

Property, plant and equipment at cost, net                              1,810.9               1,781.5 
Other assets                                                              617.3                 681.0 
                                                             -------------------  --------------------
                                                                      $ 5,692.1             $ 5,399.6 
                                                             ===================  ====================

          LIABILITIES AND STOCKHOLDERS' EQUITY                                                        
          ------------------------------------                                                        
Current liabilities:                                                                                  
        Accounts payable                                              $    96.9             $   143.2 
        Commercial paper                                                   99.2                  99.7 
        Accrued liabilities                                               623.0                 619.2 
                                                             -------------------  --------------------
              Total current liabilities                                   819.1                 862.1 

Long-term debt                                                            223.0                 223.0 

Stockholders' equity:                                                                                 
        Preferred stock; $0.0001 par value; 5.0 shares                                                
              authorized; none issued or outstanding                          -                     - 
        Common stock and additional paid-in capital;                                                  
              $0.0001 par value; 2,750.0 shares authorized;                                           
              outstanding - 1,043.2 shares in 2001 and                                                
              1,037.4 shares in 2000                                    3,094.1               2,947.3 
        Retained earnings                                               1,533.6               1,304.6 
        Accumulated other comprehensive income                             22.3                  62.6 
                                                             -------------------  --------------------
              Total stockholders' equity                                4,650.0               4,314.5 
                                                             -------------------  --------------------
                                                                      $ 5,692.1             $ 5,399.6 
                                                             ===================  ====================

See accompanying notes. 

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AMGEN INC.  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In millions) 
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                                        Three Months Ended             
                                                                            March 31,                  
                                                                   2001                     2000       
                                                            -------------------       -----------------
                                                                                                       
Cash flows from operating activities:                                                                  
      Net income                                                      $  304.9                $  266.2 
      Depreciation and amortization                                       59.9                    50.8 
      Tax benefits related to employee stock options                      72.0                    67.8 
      Gain on equity investments                                         (12.4)                  (12.1)
      (Earnings) loss of affiliates, net                                  (7.2)                   16.4 
      Cash provided by (used in):                                                                      
           Trade receivables, net                                        (42.5)                  153.1 
           Inventories                                                   (47.0)                  (53.3)
           Other current assets                                           30.2                   (26.1)
           Accounts payable                                              (46.3)                   25.3 
           Accrued liabilities                                             3.8                  (126.0)
                                                            ------------------       ----------------- 
           Net cash provided by operating activities                     315.4                   362.1 
                                                            ------------------       ----------------- 

Cash flows from investing activities:                                                                  
      Purchases of property, plant and equipment                         (86.9)                  (92.5)
      Proceeds from sales of marketable securities                       138.6                   172.8 
      Purchases of marketable securities                                (129.0)                 (326.1)
      Other                                                               21.7                   (16.3)
                                                            ------------------       ----------------- 
           Net cash used in investing activities                         (55.6)                 (262.1)
                                                            ------------------       ----------------- 

Cash flows from financing activities:                                                                  
      Net proceeds from issuance of common stock upon the                                              
           exercise of employee stock options and in                                                   
           connection with an employee stock purchase plan                74.8                   126.7 
      Repurchases of common stock                                        (75.9)                 (225.1)
      Other                                                               (6.3)                   (6.7)
                                                            ------------------       ----------------- 
           Net cash used in financing activities                          (7.4)                 (105.1)
                                                            ------------------       ----------------- 
Increase (decrease) in cash and cash equivalents                         252.4                    (5.1)

Cash and cash equivalents at beginning of period                         226.5                   130.9 
                                                            ------------------       ----------------- 
Cash and cash equivalents at end of period                            $  478.9                $  125.8 
                                                            ==================       ================= 


See accompanying notes. 

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AMGEN INC.  

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  

March 31, 2001  

1.   Summary of significant accounting policies                                 

Business                                                                  

 Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company
that discovers, develops, manufactures and markets human therapeutics based on  
advances in cellular and molecular biology.                                     

Principles of consolidation                                               

   The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries as well as affiliated companies in which the  
Company has a controlling financial interest and exercises control over their   
operations ("majority controlled affiliates"). All material intercompany        
transactions and balances have been eliminated in consolidation. Investments in 
affiliated companies which are 50% or less owned and where the Company exercises
significant influence over operations are accounted for using the equity method.
All other equity investments are accounted for under the cost method. The       
caption "(Earnings) loss of affiliates, net" includes Amgen's equity in the     
operating results of affiliated companies and the minority interest others hold 
in the operating results of Amgen's majority controlled affiliates.             

Inventories                                                               

   Inventories are stated at the lower of cost or market. Cost is determined
in a manner which approximates the first-in, first-out (FIFO) method.           
Inventories consist of currently marketed products and product candidates which 
the Company expects to commercialize. The inventory balance of such product     
candidates totaled $155.8 million and $112.7 million as of March 31, 2001 and   
December 31, 2000, respectively. Inventories are shown net of applicable        
reserves and allowances. Inventories consisted of the following (in millions):  

                                                                [Download Table]

                         March 31,           December 31,
                           2001                  2001    
                       ------------          ------------
                                                         
Raw materials            $    23.0             $    29.4 
Work in process              267.5                 238.7 
Finished goods                61.7                  37.1 
                       ------------          ------------
                         $   352.2             $   305.2 
                       ============          ============

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Product sales                                                             

  Product sales primarily consist of sales of EPOGEN(R) (Epoetin alfa) and
NEUPOGEN(R) (Filgrastim).                                                       

The Company has the exclusive right to sell Epoetin alfa for dialysis,
diagnostics and all non-human uses in the United States. The Company sells      
Epoetin alfa under the brand name EPOGEN(R). Amgen has granted to Ortho         
Pharmaceutical Corporation (which has assigned its rights under the product     
license agreement to Ortho Biotech Products, L.P.), a subsidiary of Johnson &   
Johnson ("Johnson & Johnson"), a license relating to Epoetin alfa for sales in  
the United States for all human uses except dialysis and diagnostics. Pursuant  
to this license, the Company and Johnson & Johnson are required to compensate   
each other for Epoetin alfa sales that either party makes into the other party's
exclusive market, sometimes referred to as "spillover" sales. Accordingly, Amgen
does not recognize product sales it makes into the exclusive market of Johnson &
Johnson and does recognize the product sales made by Johnson & Johnson into     
Amgen's exclusive market. Sales in Amgen's exclusive market are derived from the
Company's sales to its customers, as adjusted for any spillover sales. The      
Company is employing an audit methodology to measure each party's spillover     
sales based in part on estimates of and subsequent adjustments thereto of third-
party data on shipments to end users and their usage. Sales of the Company's    
other products are recognized when shipped and title has passed.                

Derivative instruments                                                    

  The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as     
amended, on January 1, 2001 and its adoption has not had a material effect on   
the Company's financial statements. SFAS No. 133 requires companies to recognize
all of its derivative instruments as either assets or liabilities in the balance
sheet at fair value. The accounting for changes in the fair value (i.e.,        
unrealized gains or losses) of a derivative instrument depends on whether it has
been designated and qualifies as part of a hedging relationship and further, on 
the type of hedging relationship. Derivatives that are not hedges must be       
adjusted to fair value through current earnings.                                

To protect against possible changes in values of certain anticipated  
foreign currency cash flows, primarily resulting from sales outside the U.S.,   
the Company enters into foreign currency forward contracts which qualify and are
designated as cash flow hedges. No portions of these foreign currency forward   
contracts are excluded from the assessment of hedge effectiveness, and there are
no ineffective portions of these hedging instruments. The gains and losses on   
these forward contracts are reported as a component of other comprehensive      
income and reclassified into earnings in the same periods during which the      
hedged transactions affect earnings. At March 31, 2001, amounts in accumulated  
other comprehensive income related to cash flow hedges were not material.       

To protect against possible reductions in value of certain of its     
available-for-sale marketable equity securities, the Company has entered into   
equity forward contracts which qualify and are                                  

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designated as fair value hedges. The gains and losses on these forward contracts
as well as the offsetting losses and gains on the hedged equity securities are  
recognized in current earnings. During the three months ended March 31, 2001,   
gains and losses on the portions of these forwards excluded from the assessment 
of hedge effectiveness and the ineffective portions of these hedging instruments
were not material.                                                              

 The Company has additional foreign currency forward contracts to reduce
exposures to foreign currency fluctuations of certain assets and liabilities    
denominated in foreign currencies. However, these contracts have not been       
designated as hedges under SFAS No. 133.                                        

Prior to the adoption of SFAS No. 133, all of the Company's foreign   
exchange forward contracts were adjusted to fair value through current earnings.
Foreign exchange option contracts that hedged anticipated foreign currency      
transactions were deferred and recognized in the same period as the hedged      
transaction. In addition, derivatives that hedged against possible reductions in
the fair values of available-for-sale equity securities were included in the    
basis of the hedged securities and adjusted to fair value through other         
comprehensive income.                                                           

Employee stock option and stock purchase plans                            

    The Company's employee stock option and stock purchase plans are accounted
for under Accounting Principles Board Opinion No. 25, "Accounting for Stock     
Issued to Employees".                                                           

Earnings per share                                                        

Basic earnings per share is based upon the weighted-average number of 
common shares outstanding. Diluted earnings per share is based upon the         
weighted-average number of common shares and dilutive potential common shares   
outstanding. Potential common shares are outstanding options under the Company's
employee stock option plans, restricted stock and potential issuances of stock  
under the employee stock purchase plan (collectively "dilutive securities")     
which are included under the treasury stock method.                             

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The following table sets forth the computation for basic and diluted  
earnings per share (in millions, except per share information):                 

                                                        [Enlarge/Download Table]

                                                       Three Months Ended            
                                                            March 31,                
                                                   2001                   2000       
                                             ------------------      ----------------
                                                                                     
Numerator for basic and diluted                                                      
        earnings per share - net income                 $304.9                $266.2 
                                             ==================      ================

Denominator:                                                                         
  Denominator for basic earnings                                                     
        per share - weighted-average shares            1,041.1               1,023.1 
  Effect of dilutive securities                           45.1                  62.6 
                                             ------------------      ----------------
  Denominator for diluted earnings                                                   
        per share - adjusted weighted-                                               
        average shares                                 1,086.2               1,085.7 
                                             ==================      ================

Basic earnings per share                                 $0.29                 $0.26 

Diluted earnings per share                               $0.28                 $0.25 

Use of estimates                                                          

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

Basis of presentation                                                     

 The financial information for the three months ended March 31, 2001 and
2000 is unaudited but includes all adjustments (consisting only of normal       
recurring accruals, unless otherwise indicated) which the Company considers     
necessary for a fair presentation of the results of operations for these        
periods. Interim results are not necessarily indicative of results for the full 
fiscal year.                                                                    

Reclassification                                                          

     Certain prior year amounts have been reclassified to conform to the current
year presentation.                                                              

2.   Stockholders' equity                                                       

     The Company has a stock repurchase program primarily to reduce the dilutive
effect of its employee stock option and stock purchase plans. Stock repurchased 
under the program is intended to be                                             

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retired. During the three months ended March 31, 2001, the Company repurchased  
1.5 million shares of its common stock at a total cost of $75.9 million under   
its common stock repurchase program. In December 2000, the Board of Directors   
authorized the Company to repurchase up to $2.0 billion of common stock between 
January 1, 2001 and December 31, 2002. The amount the Company spends on and the 
number of shares repurchased each quarter varies based on a variety of factors, 
including the stock price and blackout periods in which the Company is          
restricted from repurchasing shares. As of March 31, 2001, $1,924.1 million was 
available for stock repurchases through December 31, 2002.                      

3.   Other comprehensive income/(loss)                                          

   SFAS No. 130, "Reporting Comprehensive Income", requires unrealized gains
and losses on the Company's available-for-sale securities, foreign currency     
translation adjustments, and unrealized gains and losses on cash flow hedge     
instruments to be included in other comprehensive income/(loss). During the     
three months ended March 31, 2001 and 2000, total comprehensive income was      
$264.6 million and $318.1 million, respectively.                                

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations                                                 

Liquidity and Capital Resources                                                 

The Company had cash, cash equivalents and marketable securities of   
$2,292.4 million at March 31, 2001, compared with $2,028.1 million at December  
31, 2000. Cash provided by operating activities has been and is expected to     
continue to be the Company's primary source of funds. During the three months   
ended March 31, 2001, operations provided $315.4 million of cash compared with  
$362.1 million during the same period last year.                                

Capital expenditures totaled $86.9 million for the three months ended 
March 31, 2001, compared with $92.5 million for the same period a year ago. The 
Company anticipates spending approximately $450 million to $550 million in 2001 
on capital projects and equipment to expand the Company's global operations.    

   The Company receives cash from the exercise of employee stock options and
proceeds from the sale of stock by Amgen pursuant to the employee stock purchase
plan. During the three months ended March 31, 2001, employee stock option       
exercises and proceeds from the sale of stock by Amgen pursuant to the employee 
stock purchase plan provided $74.8 million of cash compared with $126.7 million 
for the same period last year. Proceeds from the exercise of employee stock     
options will vary from period to period based upon, among other factors,        
fluctuations in the market value of the Company's stock relative to the exercise
price of such options.                                                          

     The Company has a stock repurchase program primarily to reduce the dilutive
effect of its employee stock option and stock purchase plans. During the three  
months ended March 31, 2001, the Company purchased 1.5 million shares of its    
common stock at a total cost of $75.9 million compared with 3.5 million shares  
purchased at a cost of $225.1 million during the same period last year. In      
December 2000, the Board of Directors authorized the Company to repurchase up to
$2.0 billion of common stock between January 1, 2001 and December 31, 2002. The 
amount the Company spends on and the number of shares repurchased each quarter  
varies based on a variety of factors, including the stock price and blackout    
periods in which the Company is restricted from repurchasing shares. As of      
March 31, 2001, $1,924.1 million was available for stock repurchases through    
December 31, 2002.                                                              

   To provide for financial flexibility and increased liquidity, the Company
has established several sources of debt financing. As of March 31, 2001, the    
Company had $223.0 million of unsecured long-term debt securities outstanding.  
These unsecured long-term debt securities consisted of: 1) $100 million of debt 
securities that bear interest at a fixed rate of 6.5% and mature in 2007 under a
$500 million debt shelf registration (the "Shelf"), 2) $100 million of debt     
securities that bear interest at a fixed rate of 8.1% and mature in 2097 and 3) 
$23 million of debt securities that bear interest at a fixed rate of 6.2% and   
mature in 2003. Under the Shelf, all of the                                     

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remaining $400 million of debt securities available for issuance may be offered 
under the Company's medium-term note program with terms to be determined by     
market conditions.                                                              

 The Company's sources of debt financing also include a commercial paper
program which provides for unsecured short-term borrowings up to an aggregate   
face amount of $200 million. As of March 31, 2001, commercial paper with a face 
amount of $100.0 million was outstanding. These borrowings had maturities of    
less than four months and had effective interest rates averaging 5.0%. In       
addition, the Company has an unsecured $150 million credit facility that expires
on May 28, 2003. This credit facility supports the Company's commercial paper   
program. As of March 31, 2001, no amounts were outstanding under this line of   
credit.                                                                         

     The primary objectives for the Company's investment portfolio are liquidity
and safety of principal. Investments are made to achieve the highest rate of    
return to the Company, consistent with these two objectives. The Company's      
investment policy limits investments to certain types of instruments issued by  
institutions with investment grade credit ratings and places restrictions on    
maturities and concentration by type and issuer.                                

  The Company believes that existing funds, cash generated from operations
and existing sources of debt financing are adequate to satisfy its working      
capital and capital expenditure requirements for the foreseeable future, as well
as to support its stock repurchase program. However, the Company may raise      
additional capital from time to time.                                           

Results of Operations                                                           

Product sales                                                             

   Product sales were $798.4 million during the three months ended March 31,
2001, an increase of $100.8 million or 14% over the same period last year.      
Quarterly product sales are influenced by a number of factors, including demand,
wholesaler inventory management practices and foreign exchange effects.         

EPOGEN(R) (Epoetin alfa)                                              

  EPOGEN(R) sales were $503.1 million for the three months ended March 31,
2001, an increase of $62.7 million or 14% over the same period last year. This  
increase was primarily due to demand, which was principally driven by growth in 
the U.S. dialysis patient population and the effect of higher prices. The       
Company believes that demand growth has slowed somewhat to a high-single to low-
double digit rate. In addition, sales growth over the prior year was, to a      
lesser extent, favorably impacted by a reduction in sales in the first quarter  
of 2000 due to Year 2000-related sales to wholesalers in the fourth quarter of  
1999 for which the Company provided extended payment terms and, the Company     
believes, by dialysis provider inventory drawdowns in 2000 of additional 1999   
year-end stockpiling.                                                           

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The Company believes that some of this dialysis provider stockpiling may have   
been due to Year 2000 concerns and year-end contract expirations.               

NEUPOGEN(R) (Filgrastim)                                              

    Worldwide NEUPOGEN(R) sales were $294.0 million for the three months ended
March 31, 2001, an increase of $44.0 million or 18% from the same period last   
year. This increase was primarily due to reduced sales in the first quarter of  
2000 resulting from the adverse impact of Year 2000-related sales to wholesalers
in the fourth quarter of 1999 for which the Company provided extended payment   
terms, additional wholesaler inventory drawdowns in 2000, and, to a lesser      
extent, higher demand in the current year period. These factors were slightly   
offset by the negative impact of a stronger U.S. dollar on international sales. 
The Company believes that demand, which includes the effect of higher prices in 
the U.S., continued to grow at a mid-single digit rate.                         

Corporate partner revenues                                                

  During the three months ended March 31, 2001, corporate partner revenues
decreased $23.1 million or 31% from the same period last year. This decrease was
primarily due to higher revenues in the first quarter of 2000 from Kirin-Amgen, 
Inc. related to the successful completion of the ARANESP(TM) (darbepoetin alfa) 
renal development program, the Company's novel erythropoiesis stimulating       
protein.                                                                        

Cost of sales                                                             

    Cost of sales as a percentage of product sales was 11.2% and 12.3% for the
three months ended March 31, 2001 and 2000, respectively. The decrease in this  
percentage was primarily due to reduced costs and increased manufacturing       
efficiencies.                                                                   

Research and development                                                  

During the three months ended March 31, 2001, research and development
expenses increased $16.9 million or 9% over the same period last year. This     
increase was primarily due to higher staff-related costs necessary to support   
ongoing product development activities. This increase was partially offset by   
lower product licensing costs.                                                  

Selling, general and administrative                                       

Selling, general and administrative ("SG&A") expenses increased $26.5 
million or 16% during the three months ended March 31, 2001 over the same period
last year. This increase was primarily due to higher staff-related costs and    
outside marketing expenses as the Company continues to support its existing     
products and prepares for anticipated new product launches.                     

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(Earnings) loss of affiliates, net                                        

During the three months ended March 31, 2001, (earnings) loss of      
affiliates, net decreased $23.6 million or 144% compared with the same period   
last year. This decrease was primarily due to higher expenses incurred by Kirin-
Amgen, Inc. in the first quarter of 2000 (see "- Corporate partner revenues").  

Interest and other income                                                 

 During the three months ended March 31, 2001, interest and other income
increased $12.7 million or 35% over the same period last year. This increase was
primarily due to higher interest income generated from the Company's investment 
portfolio as a result of higher average cash balances.                          

Income taxes                                                              

    The Company's effective tax rate for the three months ended March 31, 2001
was 33.9% compared with 30.8% for the same period last year. The Company's tax  
rate has increased primarily as a result of increased taxable income combined   
with a provision in the federal tax law that caps tax benefits associated with  
the Company's Puerto Rico operations at the 1995 income level.                  

Financial Outlook                                                               

   In December 1999 and early 2000, the Company filed regulatory submissions
for the use of ARANESP(TM) in patients with chronic renal insufficiency and     
chronic renal failure in the U.S., the European Union, Canada, Australia and New
Zealand. The Company anticipates selling ARANESP(TM), if approved, in most of   
these markets beginning in 2001. Because the Company is unable to predict the   
timing and the extent to which health care providers in the U.S. may transition 
from administering EPOGEN(R) to ARANESP(TM), sales guidance for EPOGEN(R) and   
ARANESP(TM) will be provided on a combined basis. The Company expects the       
percentage increase of 2001 sales of EPOGEN(R) and ARANESP(TM) combined over    
2000 EPOGEN(R) sales to be in the low-teens. This growth rate is lower than     
previous guidance of growth in a range of high-teens to low-twenties principally
due to a reduced forecast for U.S. dialysis and non-dialysis sales of           
ARANESP(TM) due to the longer than planned FDA approval timeline for            
ARANESP(TM), and lower than expected U.S. dialysis patient population growth.   
The Company now expects its U.S. dialysis business to grow at a mid to high-    
single digit rate, reduced from a previously expected low-double digit rate.    
Patients receiving treatment for end stage renal disease are covered primarily  
under medical programs provided by the federal government. Therefore, EPOGEN(R) 
sales may also be affected by future changes in reimbursement rates or a change 
in the basis for reimbursement by the federal government. In addition,          
ARANESP(TM) sales will be affected by government and private payor reimbursement
policies.                                                                       

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     In 2001, the Company expects the NEUPOGEN(R) sales growth rate to be in the
high-single digits. The Company believes that there has been and may continue to
be a trend in some cancer settings towards the use of chemotherapy treatments   
that are less myelosuppressive. Chemotherapy treatments that are less           
myelosuppressive may require less NEUPOGEN(R). Future NEUPOGEN(R) demand is     
dependent primarily upon penetration of existing markets and the effects of     
competitive products. NEUPOGEN(R) usage is expected to continue to be affected  
by cost containment pressures from governments and private insurers on health   
care providers worldwide. In addition, reported NEUPOGEN(R) sales will continue 
to be affected by changes in foreign currency exchange rates. In both domestic  
and foreign markets, sales of NEUPOGEN(R) are dependent, in part, on the        
availability of reimbursement from third party payors such as governments (for  
example, Medicare and Medicaid programs in the U.S.) and private insurance      
plans. Therefore, NEUPOGEN(R) sales may also be affected by future changes in   
reimbursement rates or changes in the bases for reimbursement.                  

  The Company has revised its guidance for 2001 total product sales growth
from a mid to high-teens rate to a low-double digit rate. For 2001, cost of     
sales is expected to be in the range of 11.5% to 12.5% of total product sales,  
corporate partner revenues are expected to be approximately the same as in 2000,
research and development expenses and SG&A expenses are each estimated to be in 
the range of 25% to 27% of total product sales, and the effective tax rate is   
expected to be approximately 34%. Reflecting the expected slower sales growth,  
the Company has revised its guidance for earnings per share growth from a mid-  
teens rate to a low-double digit rate.                                          

Estimates of future product sales, operating expenses and earnings per
share are necessarily speculative in nature and are difficult to predict with   
accuracy. The Company is providing this information as of the filing date of    
this Form 10-Q, and does not plan to update this information until its next Form
10-Q filing with the Securities and Exchange Commission and expressly disclaims 
any duty to update the information contained in this filing.                    

Except for the historical information contained herein, the matters   
discussed herein are by their nature forward-looking. Investors are cautioned   
that forward-looking statements or projections made by the Company, including   
those made in this document, are subject to risks and uncertainties that may    
cause actual results to differ materially from those projected. Reference is    
made in particular to forward-looking statements regarding product sales,       
earnings per share and expenses. Amgen operates in a rapidly changing           
environment that involves a number of risks, some of which are beyond the       
Company's control. Future operating results and the Company's stock price may be
affected by a number of factors, including, without limitation: (i) the results 
of preclinical and clinical trials; (ii) regulatory approvals of product        
candidates, new indications and manufacturing facilities; (iii) health care     
guidelines and policies relating to Amgen's products; (iv) reimbursement for    
Amgen's products by governments and private payors; (v) intellectual property   
matters (patents) and the                                                       
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results of litigation; (vi) competition; (vii) fluctuations in operating results
and (viii) rapid growth of the Company. These factors and others are discussed  
herein and in Exhibit 99 filed with this report titled "Factors That May Affect 
Amgen" and incorporated herein by reference.                                    

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PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings                                                      

  Certain of the Company's legal proceedings are reported in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, with material  
developments since that report described below. While it is not possible to     
predict accurately or to determine the eventual outcome of these matters, the   
Company believes that the outcome of these proceedings will not have a material 
adverse effect on the annual financial statements of the Company.               

Biogen litigation                                                               

On April 4, 2001, the United States District Court for the District of
Massachusetts (the "Massachusetts District Court") entered an order denying     
Biogen Inc.'s motion for reconsideration of the Massachusetts District Court's  
March 1, 2001 Order granting the Company's motion to amend the Massachusetts    
District Court's September 25, 2000 Memorandum and Order.                       

Item 6.  Exhibits and Reports on Form 8-K                                       

(a)   Reference is made to the Index to Exhibits included herein.         

(b)   Reports on Form 8-K - none                                          

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SIGNATURES

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

      Amgen Inc.
        (Registrant)

Date:    5/14/01                      By: /s/ Kathryn E. Falberg                
------------------                    -------------------------------           
              Kathryn E. Falberg
                          Senior Vice President, Finance
                       and Chief Financial Officer

Date:    5/14/01                      By: /s/ Barry D. Schehr                   
------------------                    -------------------------------           
           Barry D. Schehr
                     Vice President, Financial
           Operations, and
                    Chief Accounting Officer

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AMGEN INC.

 INDEX TO EXHIBITS

Exhibit No.                              Description                            

3.1        Restated Certificate of Incorporation as amended. (10)         
  3.2        Amended and Restated Bylaws of Amgen Inc. (as amended October 24,
2000). (20)                                         
   3.3        Certificate of Amendment of Restated Certificate of Incorporation.
(19)                                                
3.4        Certificate of Designations of Series A Junior Participating   
Preferred Stock. (22)                               
 4.1        Indenture dated January 1, 1992 between the Company and Citibank
N.A., as trustee. (4)                               
   4.2        First Supplement to Indenture, dated February 26, 1997 between the
Company and Citibank N.A., as trustee. (7)          
4.3        Officer's  Certificate  pursuant to Sections 2.1 and 2.3 of the
           Indenture, as supplemented, establishing a series of securities
"8-1/8% Debentures due April 1, 2097." (9)          
4.4        8-1/8% Debentures due April 1, 2097. (9)                       
 4.5        Form of stock certificate for the common stock, par value $.0001
of the Company. (10)                                
4.6        Officer's Certificate pursuant to Sections 2.1 and 2.3 of the  
          Indenture, dated as of January 1, 1992, as supplemented by the
             First supplemental Indenture, dated as of February 26, 1997, each
              between the Company and Citibank, N.A., as Trustee, establishing a
             series of securities entitled "6.50% Notes Due December 1, 2007".
(12)                                                
4.7        6.50% Notes Due December 1, 2007 described in Exhibit 4.6. (12)
 4.8        Corporate Commercial Paper - Master Note between and among Amgen
           Inc., as Issuer, Cede & Co., as nominee of The Depository Trust
Company and Citibank, N.A. as Paying Agent. (14)    
10.1        Company's Amended and Restated 1991 Equity Incentive Plan. (22) 
10.2        Company's Amended and Restated 1997 Special Non-Officer Equity  
Incentive Plan. (22)                                
 10.3        Shareholder's Agreement of Kirin-Amgen, Inc., dated May 11, 1984,
        between the Company and Kirin Brewery Company, Limited. (22)
10.4        Amendment Nos. 1, 2, and 3, dated March 19, 1985, July 29, 1985 
     and December 19, 1985, respectively, to the Shareholder's
    Agreement of Kirin-Amgen, Inc., dated May 11, 1984. (19)
10.5        Product License Agreement, dated September 30, 1985, and        
           Technology License Agreement, dated, September 30, 1985 between
  the Company and Ortho Pharmaceutical Corporation. (19)
10.6        Product License Agreement, dated September 30, 1985, and        
  Technology License Agreement, dated September 30, 1985

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           between Kirin-Amgen, Inc. and Ortho Pharmaceutical Corporation.
(19)                                                
 10.7        Company's Amended and Restated Employee Stock Purchase Plan. (19)
 10.8        Research, Development Technology Disclosure and License Agreement
             PPO, dated January 20, 1986, by and between the Company and Kirin
Brewery Co., Ltd. (1)                               
 10.9        Amendment Nos. 4 and 5, dated October 16, 1986 (effective July 1,
              1986) and December 6, 1986 (effective July 1, 1986), respectively,
            to the Shareholders Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)                                          
 10.10       Assignment and License Agreement, dated October 16, 1986, between
the Company and Kirin-Amgen, Inc. (22)              
  10.11       G-CSF European License Agreement, dated December 30, 1986, between
Kirin-Amgen, Inc. and the Company. (22)             
10.12       Company's Retirement and Savings Plan (as amended and restated  
effective October 23, 2000). (22)                   
10.13       Company's Amended and Restated 1988 Stock Option Plan. (6)      
10.14       First Amendment to the Company's Retirement and Savings Plan (as
  amended and restated effective October 23, 2000). (22)
10.15       Amendment, dated June 30, 1988, to Research, Development,       
           Technology Disclosure and License Agreement: GM-CSF dated March
             31, 1987, between Kirin Brewery Company, Limited and the Company.
(2)                                                 
  10.16       Agreement on G-CSF in Certain European Countries, dated January 1,
           1989, between Amgen Inc. and F. Hoffmann-La Roche & Co. Limited
              Company (with certain confidential information deleted therefrom).
(3)                                                 
 10.17       Partnership Purchase Agreement, dated March 12, 1993, between the
     Company, Amgen Clinical Partners, L.P., Amgen Development
             Corporation, the Class A limited partners and the Class B limited
partner. (5)                                        
10.18       Amgen Inc. Supplemental Retirement Plan (As Amended and Restated
Effective November 1, 1999). (18)                   
10.19       First Amendment to Amgen Inc. Change of Control Severance Plan. 
(19)                                                
 10.20       Amended and Restated Amgen Performance Based Management Incentive
Plan. (17)                                          
 10.21       Credit Agreement, dated as of May 28, 1998, among Amgen Inc., the
          Borrowing Subsidiaries named therein, the Banks named therein,
       Citibank, N.A., as Issuing Bank, and Citicorp USA, Inc., as
Administrative Agent. (15)                          
10.22       G-CSF United States  License Agreement dated June 1, 1987       
      (effective July 1, 1986) between Kirin-Amgen, Inc. and the
Company. (22)                                       
  10.23       Amendment  No. 1 dated October 20, 1988 to Kirin-Amgen, Inc./Amgen
    G-CSF United States License Agreement dated June 1, 1987
(effective July 1, 1986). (22)                      
10.24       Amendment  No. 2 dated  October 17, 1991 (effective November 13,
        1990) to Kirin-Amgen, Inc./Amgen G-CSF United States License
       Agreement dated June 1, 1987 (effective July 1, 1986). (22)
10.25       Amendment No. 10 dated March 1, 1996 to the Shareholders'       
   Agreement of Kirin-Amgen, Inc. dated May 11, 1984. (22)

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10.26       Amgen Inc. Change of Control Severance Plan effective as of     
October 20, 1998. (16)                              
10.27       Preferred Share Rights Agreement, dated as of December 12, 2000,
             between Amgen Inc. and American Stock Transfer and Trust Company,
as Rights Agent. (21)                               
10.28       First Amendment, effective January 1, 1998, to the Company's    
   Amended and Restated Employee Stock Purchase Plan. (11)
10.29       Amendment No. 11 dated March 20, 2000 to the Shareholders'      
   Agreement of Kirin-Amgen, Inc. dated May 11, 1984. (22)
  10.30       Agreement between Amgen Inc. and Dr. Fabrizio Bonanni, dated March
3, 1999. (18)                                       
10.31       Amendment No. 1 dated June 1, 1987 to Kirin-Amgen, Inc./Amgen G-
        CSF European License Agreement dated December 30, 1986. (22)
  10.32       Amendment No. 2 dated March 15, 1988 to Kirin-Amgen, Inc./Amgen G-
        CSF European License Agreement dated December 30, 1986. (22)
 10.33       Amendment No. 3 dated October 20, 1988 to Kirin-Amgen, Inc./Amgen
          G-CSF European License Agreement dated December 30, 1986. (22)
  10.34       Amendment No. 4 dated December 29, 1989 to Kirin-Amgen, Inc./Amgen
          G-CSF European License Agreement dated December 30, 1986. (22)
 10.35       Company's Amended and Restated 1987 Directors' Stock Option Plan.
(8)                                                 
10.36       Amended and Restated Agreement on G-CSF in the EU between Amgen 
        Inc. and F. Hoffmann-La Roche Ltd (with certain confidential
information deleted therefrom). (14)                
10.37       Collaboration and License Agreement, dated December 15, 1997,   
    between the Company, GPI NIL Holdings, Inc. and Guilford
       Pharmaceuticals Inc. (with certain confidential information
deleted therefrom). (13)                            
10.38       Promissory Note of Dr. Fabrizio Bonanni, dated August 7, 1999.  
(18)                                                
10.39       Promissory Note of Dr. Fabrizio Bonanni, dated October 29, 1999.
(18)                                                
10.40       Company's Amended and Restated 1997 Equity Incentive Plan. (22) 
10.41       Agreement between Amgen Inc. and Mr. Gordon M. Binder, dated May
10, 2000. (19)                                      
 10.42       Amendment No. 6 dated May 11, 1984 to the Shareholders' Agreement
of Kirin-Amgen, Inc. dated May 11, 1984. (22)       
10.43       Amendment No. 7 dated July 17, 1987 (effective April 1, 1987) to
          the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)                                          
10.44       Amendment No. 8 dated May 28, 1993 (effective November 13, 1990)
             to the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)                                          
10.45       Amendment No. 9 dated December 9, 1994 (effective June 14, 1994)
             to the Shareholders' Agreement of Kirin-Amgen, Inc. dated May 11,
1984. (22)                                          
  10.46*      Agreement between Amgen Inc. and Mr. George J. Morrow, dated March
3, 2001.                                            

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10.47*      Promissory Note of Mr. George J. Morrow, dated March 11, 2001.  
10.48*      Agreement between Amgen Inc. and Dr. Roger M. Perlmutter, M.D., 
Ph.D., dated March 5, 2001.                         
99*         "Factors That May Affect Amgen"                                 
----------------                                                                
*        Filed herewith.                                                        

(1)      Filed as an exhibit to Amendment No. 1 to Form S-1 Registration        
         Statement (Registration No. 33-3069) on March 11, 1986 and incorporated
herein by reference.                                          
(2)      Filed as an exhibit to Form 8 amending the Quarterly Report on Form    
 10-Q for the quarter ended June 30, 1988 on August 25, 1988 and
incorporated herein by reference.                             
(3)      Filed as an exhibit to the Form 8 dated November 8, 1989, amending the 
      Annual Report on Form 10-K for the year ended March 31, 1989 on June
28, 1989 and incorporated herein by reference.                
(4)      Filed as an exhibit to Form S-3 Registration Statement dated December  
19, 1991 and incorporated herein by reference.                
(5)      Filed as an exhibit to the Form 8-A dated March 31, 1993 and           
incorporated herein by reference.                             
(6)      Filed as an exhibit to the Form 10-Q for the quarter ended September   
    30, 1996 on November 5, 1996 and incorporated herein by reference.
(7)      Filed as an exhibit to the Form 8-K Current Report dated March 14, 1997
on March 14, 1997 and incorporated herein by reference.       
(8)      Filed as an exhibit to the Annual  Report on Form 10-K for the year    
      ended December 31, 1996 on March 24, 1997 and incorporated herein by
reference.                                                    
(9)      Filed as an exhibit to the Form 8-K Current Report dated April 8, 1997 
on April 8, 1997 and incorporated herein by reference.        
(10)     Filed as an exhibit to the Form 10-Q for the quarter ended March 31,   
1997 on May 13, 1997 and incorporated herein by reference.    
(11)     Filed as an exhibit to the Form 10-Q for the quarter ended June 30,    
1997 on August 12, 1997 and incorporated herein by reference. 
(12)     Filed as an exhibit to the Form 8-K Current Report dated and filed on  
December 5, 1997 and incorporated herein by reference.        
(13)     Filed as Exhibit 10.40 to the Guilford  Pharmaceuticals Inc. Form 10-K 
         for the year ended December 31, 1997 on March 27, 1998 and incorporated
herein by reference.                                          
(14)     Filed as an exhibit to the Form 10-Q for the quarter ended March 31,   
1998 on May 13, 1998 and incorporated herein by reference.    
(15)     Filed as an exhibit to the Form 10-Q for the quarter ended June 30,    
1998 on August 14, 1998 and incorporated herein by reference. 
(16)     Filed as an exhibit to the Annual Report on Form 10-K for the year     
      ended December 31, 1998 on March 16, 1999 and incorporated herein by
reference.                                                    
(17)     Filed as an exhibit to the Form 10-Q for the quarter ended June 30,    
1999 on August 3, 1999 and incorporated herein by reference.  
(18)     Filed as an exhibit to the Annual Report on Form 10-K for the year     
     ended December 31, 1999 on March 7, 2000 and incorporated herein by
reference.                                                    
(19)     Filed as an exhibit to the Form 10-Q for the quarter ended June 30,    
2000 on August 1, 2000 and incorporated herein by reference.  

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(20)     Filed as an exhibit to the Form 10-Q for the quarter ended September   
     30, 2000 on November 14, 2000 and incorporated herein by reference.
(21)     Filed as an exhibit to the Form 8-K Current Report dated December 13,  
 2000 on December 18, 2000 and incorporated herein by reference.
(22)     Filed as an exhibit to the Annual Report on Form 10-K for the year     
     ended December 31, 2000 on March 7, 2001 and incorporated herein by
reference.                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/1/07	20
	5/28/03	13		3
	12/31/02	11	12	10-K, 11-K, 4
Filed on:	5/14/01
	4/4/01	18		DEF 14A
For Period End:	3/31/01	1	15
	3/11/01	23
	3/7/01	24		10-K, S-3, S-8
	3/5/01	23
	3/3/01	22
	3/1/01	18
	1/1/01	8	12
	12/31/00	2	24	10-K, 11-K
	12/18/00	24		8-K
	12/13/00	24		8-K, SC 13D/A
	12/12/00	22
	11/14/00	24		10-Q
	10/24/00	20
	10/23/00	21		SC TO-T/A
	9/30/00	24		10-Q
	9/25/00	18
	8/1/00	23		10-Q
	6/30/00	23		10-Q
	5/10/00	22
	3/31/00	2	14	10-Q
	3/20/00	22
	3/7/00	23		10-K405, SC 13D/A
	12/31/99	23		10-K405, 11-K
	11/1/99	21
	10/29/99	22
	8/7/99	22
	8/3/99	23		10-Q
	6/30/99	23		10-Q
	3/16/99	23		10-K
	3/3/99	22		PRE 14A
	12/31/98	23		10-K
	10/20/98	22
	8/14/98	23		10-Q
	6/30/98	23		10-Q, 10-Q/A
	5/28/98	21
	5/13/98	23		10-Q
	3/31/98	23		10-Q
	3/27/98	23
	1/1/98	22
	12/31/97	23		10-K, 10-K/A
	12/15/97	22
	12/5/97	23		8-K
	8/12/97	23		10-Q
	6/30/97	23		10-Q
	5/13/97	23
	4/8/97	23		8-K
	3/31/97	23		10-Q
	3/24/97	23		10-K
	3/14/97	23		8-K
	2/26/97	20		8-K
	12/31/96	23		10-K
	11/5/96	23		10-Q
	9/30/96	23		10-Q
	3/1/96	21
	12/9/94	22
	6/14/94	22
	5/28/93	22
	3/31/93	23
	3/12/93	21
	1/1/92	20
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Amgen Inc – ‘10-Q’ for 3/31/01

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