Attached files

file filename
10-K - 10-K - AMGEN INCamgn-12312019x10kq42019.htm
EX-32 - SECTION 1350 CERTIFICATIONS - AMGEN INCamgn-ex3220191231xq4.htm
EX-21 - SUBSIDIARIES OF THE COMPANY - AMGEN INCexhibit21significantsu.htm
EX-10.42 - GUARANTEE AGREEMENT - AMGEN INCa1042guaranteeagreement.htm
EX-10.41 - COLLABORATION AGREEMENT - AMGEN INCa1041bridgecollaborati.htm
EX-10.21 - SECOND AMENDMENT TO NONQUALIFIED DEFERRED COMPENSATION PLAN - AMGEN INCa1021-secondamendmentt.htm
EX-10.14 - SECOND AMENDMENT TO SUPPLEMENTAL RETIREMENT PLAN - AMGEN INCa1014-secondamendmento.htm
EX-10.11 - FORM OF CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT - AMGEN INCa1011-amgenxdirectorca.htm
EX-10.10 - FORM OF RESTRICTED STOCK UNIT AGREEMENT - AMGEN INCa1010-amgenxdirectorrs.htm
EX-10.8 - DIRECTOR EQUITY INCENTIVE PROGRAM - AMGEN INCa108-finalamendeddirec.htm
EX-10.7 - FORM OF PERFORMANCE UNIT AGREEMENT - AMGEN INCa107performanceunitagr.htm
EX-10.5 - FORM OF RESTRICTED STOCK UNIT AGREEMENT - AMGEN INCa105restrictedstockuni.htm
EX-10.4 - FORM OF GRANT OF STOCK OPTION AGREEMENT - AMGEN INCa104grantofstockoption.htm
EX-4.29 - DESCRIPTION OF SECURITIES - AMGEN INCa429descriptionofsecur.htm
EX-2.4 - LETTER AGREEMENT - TREATMENT OF CERTAIN PRODUCT INVENTORY - AMGEN INCa24letteragreementv3.htm
EX-2.3 - AMENDMENT TO NO. 2 TO THE ASSET PURCHASE AGREEMENT BETWEEN AMGEN AND CELGENE - AMGEN INCa23amendmentno2toapa.htm
Exhibit 31

CERTIFICATIONS
I, Robert A. Bradway, Chairman of the Board, Chief Executive Officer and President of Amgen Inc., certify that:
1.
I have reviewed this Annual Report on Form 10-K of Amgen Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d)
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 12, 2020
/s/ ROBERT A. BRADWAY
 
Robert A. Bradway
 
Chairman of the Board,
 
Chief Executive Officer and President

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CERTIFICATIONS
I, Peter H. Griffith, Executive Vice President and Chief Financial Officer of Amgen Inc., certify that:
1.
I have reviewed this Annual Report on Form 10-K of Amgen Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d)
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 12, 2020
/s/ PETER H. GRIFFITH
 
Peter H. Griffith
 
Executive Vice President and Chief Financial Officer

2