Current Report Filing (8-k)
February 02 2017 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 2, 2017
AMGEN INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37702
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95-3540776
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Amgen Center Drive
Thousand Oaks, CA
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91320-1799
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
805-447-1000
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On February 2, 2017, Amgen Inc. (the Company) issued a press release announcing its unaudited results of operations for the three months and year ended
December 31, 2016, and its unaudited financial position as of December 31, 2016. The full text of the press release is furnished as Exhibit 99.1 hereto.
In its press release the Company included certain
non-U.S.
Generally Accepted Accounting Principles (GAAP) financial
measures as defined in Regulation G promulgated by the Securities and Exchange Commission. The
non-GAAP
financial measures included in the press release are
non-GAAP
earnings per share,
non-GAAP
operating income,
non-GAAP
operating margin,
non-GAAP
tax rate,
non-GAAP
net income,
non-GAAP
operating expenses and
sub-components
of
non-GAAP
operating
expenses such as
non-GAAP
cost of sales,
non-GAAP
research and development (R&D) expenses and
non-GAAP
selling, general and
administrative expenses. Reconciliations for such
non-GAAP
financial measures to the most directly comparable GAAP financial measures are included in the press release. The Company also included Free Cash Flow
(FCF), which is computed by subtracting capital expenditures from operating cash flow, each as determined in accordance with GAAP.
The Company believes
that this presentation of
non-GAAP
financial measures provides useful supplementary information to and facilitates additional analysis by investors. The Company uses certain
non-GAAP
financial measures to enhance an investors overall understanding of the financial performance and prospects for the future of the Companys ongoing business activities by facilitating
comparisons of results of ongoing business operations among current, past and future periods. The Company believes that FCF provides a further measure of the Companys liquidity.
The following is a summary of the costs and other items excluded from the most directly comparable GAAP financial measures to calculate
non-GAAP
financial measures:
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Acquisition-related expenses: Acquisition-related charges are primarily amortization of purchased intangible assets including developed product technology rights, licensing rights, R&D technology rights, and
marketing-related rights purchased in connection with business acquisitions. The Company incurs charges related to the amortization of these intangibles, and those charges are included in the Companys Condensed Consolidated Financial
Statements. Amortization charges for purchased intangible assets are significantly impacted by the timing and magnitude of the Companys acquisitions and product approval as it relates to
in-process
R&D projects acquired. Accordingly, these charges may vary in amount from period to period. The Company excludes these charges for purposes of calculating the
non-GAAP
financial measures presented to
facilitate a more meaningful evaluation of the Companys current operating performance and comparisons to past operating performance. The Company believes that excluding the
non-cash
amortization of
intangible assets acquired in business combinations treats those assets as if the Company had developed them internally in the past, and thus provides a supplemental measure of profitability in which the Companys acquired intellectual property
is treated in a comparable manner to its internally developed intellectual property.
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Net charges pursuant to the Companys restructuring initiative: Restructuring costs are primarily related to facilities charges, including accelerated depreciation, and severance and benefits for employees
terminated pursuant to the transformation and process improvement efforts. Restructuring costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although the Company may incur these types
of expenses in the future, it believes that eliminating these charges for purposes of calculating the
non-GAAP
financial measures provides a supplemental evaluation of the Companys current operating
performance and facilitates comparisons to past operating performance.
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Other Items: The Company also adjusts GAAP financial results for expenses associated with judgments and/or settlements for legal proceedings discussed in our filings. The Company is excluding these expenses for the
purpose of calculating the
non-GAAP
financial measures presented because the Company believes these items are outside the ordinary course of business. The Company believes eliminating these expenses provides a
supplemental evaluation of the Companys current operating performance and facilitates comparisons to past operating performance.
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The tax effect of the adjustments between GAAP and
non-GAAP
results take into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax
jurisdiction(s). Generally, this results in a tax impact at the U.S. marginal tax rate for certain adjustments, including the majority of amortization of intangible assets, whereas the tax impact of other adjustments, including restructuring
expense, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rate(s) in those jurisdictions.
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The press release also contains a discussion of the additional purposes for which the Companys management uses these
non-GAAP
financial measures.
This information and the information contained in the press release shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report is not incorporated by
reference into any filings of the Company made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so
therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release dated February 2, 2017
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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
hereunto duly authorized.
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AMGEN INC.
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Date: February 2, 2017
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By:
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/s/ David W. Meline
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Name:
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David W. Meline
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Title:
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Document Description
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99.1
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Press release dated February 2, 2017
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