Obligation Amgen 4.85% ( US031162AJ99 ) en USD

Amgen

100 % ▲

Etas-Unis

US031162AJ99 ( en USD )

4.85% par an ( paiement semestriel )

18/11/2014 - Obligation échue

Prospectus brochure de l'obligation Amgen US031162AJ99 en USD 4.85%, échue

1 000 USD

998 930 000 USD

031162AJ9

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AJ99, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/11/2014

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AJ99, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AJ99, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-123300
PROSPECTUS

Offer to Exchange
4.00% Senior Notes Due 2009
Which Have Been Registered
Under the Securities Act of 1933
For Any And All Outstanding
4.00% Senior Notes Due 2009
&
Offer to Exchange
4.85% Senior Notes Due 2014
Which Have Been Registered
Under the Securities Act of 1933
For Any And All Outstanding
4.85% Senior Notes Due 2014
We are offering to exchange all of our outstanding unregistered 4.00% Senior Notes due 2009 for our registered
4.00% Senior Notes due 2009 and to exchange all of our outstanding unregistered 4.85% Senior Notes due 2014 for
our registered 4.85% Senior Notes due 2014. The unregistered 4.00% Senior Notes due 2009 and the registered
4.00% Senior Notes due 2009 are sometimes collectively referred to as the 2009 Notes. The unregistered 4.85%
Senior Notes due 2014 and the registered 4.85% Senior Notes due 2014 are sometimes collectively referred to as the
2014 Notes. The unregistered 4.00% Senior Notes due 2009 and the unregistered 4.85% Senior Notes due 2014 are
sometimes collectively referred to as the Unregistered Notes. The registered 4.00% Senior Notes due 2009 and the
registered 4.85% Senior Notes due 2014 are sometimes collectively referred to as the Registered Notes. The
Unregistered Notes and the Registered Notes are sometimes collectively referred to as the Notes. The Unregistered
Notes were issued on November 18, 2004 and as of the date of this prospectus, an aggregate principal amount of
$1.0 billion of the 2009 Notes is outstanding and an aggregate principal amount of $1.0 billion of the 2014 Notes is
outstanding. The terms of the registered 4.00% Senior Notes due 2009 are substantially identical to the outstanding
unregistered 4.00% Senior Notes due 2009 and the terms of the registered 4.85% Senior Notes due 2014 are
substantially identical to the outstanding unregistered 4.85% Senior Notes due 2014, except in each case, that the
Registered Notes are registered under the Securities Act of 1933, as amended, and will not contain any legends
restricting their transfer.

· You should carefully review the risk factors beginning on page 6 of this prospectus before electing to
exchange Unregistered Notes for Registered Notes.
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· Our offer to exchange Unregistered Notes for Registered Notes will be open until 5:00 p.m., New York City
time, on May 4, 2005, unless we extend the offer.

· You should carefully review the procedures for tendering the Unregistered Notes beginning on page 20 of
this prospectus. If you do not follow these procedures, we may not exchange your Unregistered Notes for
Registered Notes.

· If you fail to tender your Unregistered Notes, you will continue to hold Unregistered Notes and your ability
to transfer them could be adversely affected.

· No public market currently exists for the Unregistered Notes. We do not intend to list the Registered Notes
on any securities exchange and, therefore, no active public market is anticipated.

· You may withdraw tenders of Unregistered Notes at any time before the exchange offer expires.

· We will not receive any proceeds from this exchange offer.

· Maturity: The 2009 Notes will mature on November 18, 2009.
The 2014 Notes will mature on November 18, 2014.

· Interest Payments: We will pay interest on the Notes on May 18 and November 18 of each year. The first
payment will be made on May 18, 2005.

· Ranking: The Notes are senior unsecured obligations and rank equal in right of payment to all of our other
existing and future senior unsecured indebtedness, including indebtedness under our senior credit facility,
and senior in right of payment to all our existing and future subordinated indebtedness. The Notes are
effectively subordinated in right of payment to all our subsidiaries' obligations (including secured and
unsecured obligations) and subordinated in right of payment to our secured obligations, to the extent of the
assets securing such obligations.

· Optional Redemption: We may redeem any or all of the Notes at any time at a redemption price equal to the
principal amount of the Notes redeemed, plus accrued interest to, but not including, the redemption date
plus an applicable premium.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THE NOTES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL 6, 2005.
TABLE OF CONTENTS

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WHERE YOU CAN FIND MORE INFORMATION

ii

FORWARD LOOKING INFORMATION

iii

SUMMARY

1

RISK FACTORS

6

THE EXCHANGE OFFER

18

USE OF PROCEEDS

25

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

26

RATIO OF EARNINGS TO FIXED CHARGES

28

DESCRIPTION OF NOTES

29

PLAN OF DISTRIBUTION

44

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

45

LEGAL MATTERS

46

EXPERTS

46
Each broker-dealer that receives Registered Notes for its own account in the exchange offer must acknowledge
that it will deliver a prospectus together with any resale of those Registered Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
Registered Notes received in exchange for Unregistered Notes where those Unregistered Notes were acquired as a
result of market-making activities or other trading activities. We have agreed that for a period of up to 90 days after
the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to
any broker-dealer that requests it for use in these resales. For more information, see "Plan of Distribution."
We have not authorized any dealer, salesman or other person to give any information or to make any
representation other than those contained or incorporated by references in this prospectus. You must not rely
upon any information or representation not contained or incorporated by reference in this prospectus as if we
had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to
sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction.
The information contained in this prospectus is current only as of the date on the cover page of this prospectus,
and may change after that date.
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WHERE YOU CAN FIND MORE INFORMATION
Available Information
We have filed and will file reports and other information with the Securities and Exchange Commission under the
Securities and Exchange Act of 1934, as amended, which we refer to as the "Exchange Act". You may read and copy
this information at the SEC's Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
You may also obtain copies of this information by mail from the Public Reference Section of the SEC at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for additional information about the Public Reference Room.
The SEC also maintains a website that contains reports, proxy statements and other information about issuers,
including Amgen, who file electronically with the SEC. The address of that site is www.sec.gov.
You can also inspect reports and other information about us at the offices of the Nasdaq National Market, 1735 K
Street, N.W., Washington, D.C. 20006-1005.
Incorporation of Certain Information by Reference
We are incorporating by reference into this prospectus certain information filed by us with the SEC, which means
that we are disclosing important information to you by referring you to those documents. The information
incorporated by reference is deemed to be part of this prospectus, except to the extent modified or superseded, as
described below. This prospectus incorporates by reference the document set forth below that we have previously
filed with the SEC. Those documents contain important information about us and our finances.
· Our annual report on Form 10-K for the fiscal year ended December 31, 2004.
· Our current reports on Form 8-K filed with the SEC on January 31, 2005, March 4, 2005 and March 11, 2005.
All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from
the date of this prospectus to the end of the offering of the Registered Notes, shall also be deemed to be incorporated
herein by reference and will automatically update information in this prospectus. However, notwithstanding the
foregoing, we are not incorporating by reference any information furnished under either Item 2.02 or Item 7.01 of
any Current Report on Form 8-K.
Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference
into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently filed document that is also incorporated or
deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
You may request a copy of these filings, at no cost, by writing or calling us at the following address or telephone
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number:
Amgen Inc.
Investor Relations Department
One Amgen Center Drive
Thousand Oaks, California 91320-1799
Tel: 805-447-1000
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by
reference into this prospectus.
We make available free of charge on or through our Internet website, www.amgen.com, our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably
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practicable after we electronically file such material with, or furnish it to, the SEC. Information contained in our
website does not constitute part of this prospectus unless otherwise specifically incorporated by reference herein.
IN ORDER FOR YOU TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS BEFORE THE
EXPIRATION OF THE EXCHANGE OFFER, AMGEN SHOULD RECEIVE YOUR REQUEST NO
LATER THAN APRIL 27, 2005.
FORWARD LOOKING INFORMATION
This prospectus and other documents we file with the SEC contain forward looking statements that are based on
current expectations, estimates, forecasts and projections about us, our future performance, our business or others on
our behalf, our beliefs and our management's assumptions. In addition, we, or others on our behalf, may make
forward looking statements in press releases or written statements, or in our communications and discussions with
investors and analysts in the normal course of business through meetings, webcasts, phone calls, and conference
calls. Words such as "expect," "anticipate," "outlook," "could," "target," "project," "intend," "plan," "believe,"
"seek," "estimate," "should," "may," "assume," "continue," variations of such words and similar expressions are
intended to identify such forward looking statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties, and assumptions that are difficult to predict. We describe our respective risks,
uncertainties, and assumptions that could affect the outcome or results of operations in "Risks Related to Our
Business." We have based our forward looking statements on our management's beliefs and assumptions based on
information available to our management at the time the statements are made. We caution you that actual outcomes
and results may differ materially from what is expressed, implied, or forecast by our forward looking statements.
Reference is made in particular to forward looking statements regarding product sales, reimbursement, expenses,
earnings per share, liquidity and capital resources, and trends. Except as required under the federal securities laws
and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward
looking statements after the distribution of this prospectus, whether as a result of new information, future events,
changes in assumptions, or otherwise.
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SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or
incorporated by reference in this prospectus. Because this is a summary, it may not contain all the information that
may be important to you. You should read this entire prospectus, as well as the information incorporated by
reference in this prospectus, before making an investment decision. Unless otherwise specified, the terms "Amgen,"
"we," "our" and "us" refer to Amgen Inc. and its consolidated subsidiaries when used in this prospectus.
Amgen Inc.
We are a global biotechnology company that discovers, develops, manufactures and markets human therapeutics
based on advances in cellular and molecular biology.
We were incorporated in California in 1980 and merged into a Delaware corporation in 1987. Our principal
executive offices are located at One Amgen Center Drive, Thousand Oaks, California 91320-1799 and our telephone
number at that location is 805-447-1000.
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Summary of the Exchange Offer
The following is a brief summary of the terms of the exchange offer. For a more complete description, see "The
Exchange Offer."

Securities to be Exchanged
On November 18, 2004, we issued $1.0 billion in aggregate principal amount of
unregistered 4.00% Senior Notes due 2009 and $1.0 billion in aggregate
principal amount of unregistered 4.85% Senior Notes due 2014, collectively, the
Unregistered Notes, in a transaction exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"). The terms of
the Registered Notes and the Unregistered Notes are substantially identical in all
material respects, except that the Registered Notes will be freely transferable by
the holders of the Registered Notes except as otherwise provided in this
prospectus. The Registered Notes will bear different CUSIP numbers from the
Unregistered Notes. See "Description of Notes."

The Exchange Offer
$1,000 principal amount of registered 4.00% Senior Notes due 2009 will be
exchanged for each $1,000 principal amount of unregistered 4.00% Senior
Notes due 2009.

$1,000 principal amount of registered 4.85% Senior Notes due 2014 will be
exchanged for each $1,000 principal amount of unregistered 4.85% Senior
Notes due 2014.

As of the date of this prospectus, unregistered 4.00% Senior Notes due 2009
representing $1.0 billion in aggregate principal amount are outstanding and
unregistered 4.85% Senior Notes due 2014 representing $1.0 billion in
aggregate principal amount are outstanding.

Under existing SEC interpretations, the Registered Notes will in general be
freely transferable after the exchange offer without further registration under the
Securities Act; provided that, in the case of broker-dealers, a prospectus meeting
the requirements of the Securities Act is delivered as required.

By tendering Unregistered Notes in the exchange offer, you represent to us that,
among other things:

· you, or the person or entity acquiring Registered Notes, are acquiring

the Registered Notes in the ordinary course of business;

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