Obligation Amgen 5.85% ( US031162AV28 ) en USD

Amgen

100 % ▲

Etas-Unis

US031162AV28 ( en USD )

5.85% par an ( paiement semestriel )

01/06/2017 - Obligation échue

Prospectus brochure de l'obligation Amgen US031162AV28 en USD 5.85%, échue

2 000 USD

1 099 000 000 USD

031162AV2

A ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AV28, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2017

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AV28, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AV28, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
Page 1 of 44
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-147482
PROSPECTUS

Offer to Exchange
Senior Floating Rate Notes due 2008
Which Have Been Registered
Under the Securities Act of 1933
For Any And All Outstanding
Senior Floating Rate Notes due 2008
&
Offer to Exchange
5.85% Senior Notes due 2017
Which Have Been Registered
Under the Securities Act of 1933
For Any And All Outstanding
5.85% Senior Notes due 2017
&
Offer to Exchange
6.375% Senior Notes Due 2037
Which Have Been Registered
Under the Securities Act of 1933
For Any And All Outstanding
6.375% Senior Notes Due 2037

We are offering to exchange (i) all of our outstanding unregistered Senior Floating Rate Notes due 2008 for our
registered Senior Floating Rate Notes due 2008, (ii) all of our outstanding unregistered 5.85% Senior Notes due 2017 for our
registered 5.85% Senior Notes due 2017 and (iii) all of our outstanding unregistered 6.375% Senior Notes due 2037 for our
registered 6.375% Senior Notes due 2037. The unregistered Senior Floating Rate Notes due 2008 and the registered Senior
Floating Rate Notes due 2008 are sometimes collectively referred to as the Floating Rate Notes. The unregistered 5.85%
Senior Notes due 2017 and the registered 5.85% Senior Notes due 2017 are sometimes collectively referred to as the 2017
Notes. The unregistered 6.375% Senior Notes due 2037 and the registered 6.375% Senior Notes due 2037 are sometimes
collectively referred to as the 2037 Notes. The unregistered Senior Floating Rate Notes due 2008, the unregistered 5.85%
Senior Notes due 2017 and the unregistered 6.375% Senior Notes due 2037 are sometimes collectively referred to as the
Private Notes. The registered Senior Floating Rate Notes due 2008, the registered 5.85% Senior Notes due 2017 and the
registered 6.375% Senior Notes due 2037 are sometimes collectively referred to as the Exchange Notes. The Private Notes
and the Exchange Notes are sometimes collectively referred to as the Notes. The Private Notes were issued on May 30, 2007
and as of the date of this prospectus, an aggregate principal amount of $2.0 billion of the Floating Rate Notes, $1.1 billion of
the 2017 Notes and $900.0 million of the 2037 Notes is outstanding. The terms of the Exchange Notes are substantially
identical to the respective series of the outstanding Private Notes, except in each case, that the Exchange 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 7 of this prospectus.

·
Our offer to exchange Private Notes for Exchange Notes will be open until 5:00 p.m., New York City time,

on February 19, 2008, unless we extend the offer.
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Final Prospectus
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·
You should carefully review the procedures for tendering the Private Notes beginning on page 11 of this

prospectus. If you do not follow these procedures, we may not exchange your Private Notes for Exchange Notes.
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·
If you fail to tender your Private Notes, you will continue to hold Private Notes and your ability to transfer them

could be adversely affected.

·
No public market currently exists for the Private Notes. We do not intend to list the Exchange Notes on any

securities exchange and, therefore, no active public market is anticipated.

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

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

· Maturity: The Floating Rate Notes will mature on November 28, 2008.
The 2017 Notes will mature on June 1, 2017.
The 2037 Notes will mature on June 1, 2037.

·
Interest Payments: Interest on the Floating Rate Notes will be payable in cash quarterly in arrears on November 28,
2007, February 28, 2008, May 28, 2008, August 28, 2008 and November 28, 2008. We will pay interest on the

2017 Notes and the 2037 Notes on June 1 and December 1 of each year. The first interest payments on the 2017
Notes and the 2037 Notes will be made on December 1, 2007.

·
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, our 4.00% Senior Notes due 2009, our 4.85% Senior Notes due
2014, our 0.125% Convertible Senior Notes due 2011 and our 0.375% Convertible Senior Notes due 2013;

·
senior in right of payment to all of our existing and future subordinated indebtedness; and

·
effectively subordinated in right of payment to all of 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: On or after November 28, 2007, we may redeem any or all of the Floating Rate Notes at a
redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest. We may

redeem any or all of the 2017 Notes and the 2037 Notes at any time prior to maturity at a redemption price equal to
the sum of (1) 100% of the principal amount being redeemed, plus accrued and unpaid interest and (2) a make-
whole amount as described in this prospectus.
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 JANUARY 17, 2008.
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Table of Contents
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION

ii
FORWARD LOOKING STATEMENTS
iii
SUMMARY

1
RISK FACTORS

7
THE EXCHANGE OFFER

9
USE OF PROCEEDS
16
RATIO OF EARNINGS TO FIXED CHARGES
16
DESCRIPTION OF NOTES
17
PLAN OF DISTRIBUTION
35
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
36
LEGAL MATTERS
37
EXPERTS
37
Each broker-dealer that receives Exchange Notes for its own account in the exchange offer must acknowledge that it
will deliver a prospectus together with any resale of those Exchange 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 Exchange Notes received in
exchange for Private Notes where those Private 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."
You should rely only on the information contained or incorporated by reference into this prospectus. We have not
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only
as of the date on its cover. Our business, financial condition, results of operations and prospects may have changed since that
date.
When used in this prospectus, the terms "Amgen," "we," "our" and "us" refer to Amgen Inc. and its consolidated
subsidiaries, unless otherwise specified.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Our SEC filings are available to the public over the Internet at the SEC's website at www.sec.gov.
You may also read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. We
maintain a website at www.amgen.com. The information contained on our website is not incorporated by reference into this
prospectus and you should not consider it a part of this prospectus.
This prospectus incorporates important business and financial information about us that is not included in or delivered
with this prospectus. The information incorporated by reference is considered to be part of this prospectus, except for any
information superseded by information in this prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC:

·
Our Annual Report on Form 10-K for the year ended December 31, 2006;

·
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30,

2007; and

·
Our Current Reports on Form 8-K filed January 19, 2007, February 20, 2007, March 2, 2007, March 12,
2007, April 12, 2007, May 15, 2007, May 21, 2007, May 22, 2007 (only that portion filed pursuant to

Item 8.01), May 23, 2007, May 25, 2007 (only that portion filed pursuant to Item 8.01), May 30, 2007, June 29,
2007, July 13, 2007, July 16, 2007, August 3, 2007, August 15, 2007 (only that portion filed pursuant to
Item 2.05), September 14, 2007, October 3, 2007, November 2, 2007, and December 13, 2007.
We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus through the completion of
the exchange offer. We are not, however, incorporating by reference any documents or portions thereof, whether specifically
listed above or filed in the future, that are not deemed "filed" with the SEC, including our compensation committee report
and performance graph (included in the Annual Report on Form 10-K) or any information furnished pursuant to Items 2.02 or
7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
You may request a copy of any documents incorporated by reference into this prospectus, at no cost, by writing or
telephoning us at the following address and telephone number:
Amgen Inc.
Attention: Investor Relations
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.
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 FEBRUARY
11, 2008.

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FORWARD LOOKING STATEMENTS
All statements included or incorporated by reference into this prospectus, other than statements of historical facts, that
address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future
are forward looking statements. This prospectus contains 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
"Risk Factors." 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, regulatory activities, clinical trial results,
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
This summary is not complete and does not contain all of the information that you should consider before investing
in our Notes. You should read the entire prospectus carefully, including "Risk Factors" and our consolidated financial
statements and the related notes, other financial information and other documents incorporated by reference into this
prospectus, before you decide to participate in the exchange offer.
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 is (805) 447-1000. Our website is located at www.amgen.com. Information contained on our website is not a
part of this prospectus.

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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 May 30, 2007, we issued the Private Notes in a transaction exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") and as of the date of this prospectus, an aggregate principal
amount of $4.0 billion in Private Notes, consisting of $2.0 billion aggregate
principal amount of Senior Floating Rate Notes due 2008, $1.1 billion
aggregate principal amount of 5.85% Senior Notes due 2017 and $900.0
million aggregate principal amount of 6.375% Senior Notes due 2037, is
outstanding. The terms of the Exchange Notes and the Private Notes are
substantially identical in all material respects, except that the Exchange Notes
will be freely transferable by the holders of the Exchange Notes except as
otherwise provided in this prospectus. The Exchange Notes will bear
different CUSIP numbers from the Private Notes. See "Description of
Notes."
The Exchange Offer
Minimum denominations of $2,000 principal amount and any integral
multiples of $1,000 of principal amount of registered Senior Floating Rate
Notes due 2008, registered 5.85% Senior Notes due 2017 and registered
6.375% Senior Notes due 2037 will be exchanged for each minimum
denomination of $2,000 principal amount and any integral multiples of
$1,000 of principal amount of the respective series of Private Notes.

Under existing SEC interpretations, the Exchange Notes would 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 Private Notes in the exchange offer, you represent to us that,
among other things:

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

acquiring the Exchange Notes in the ordinary course of
business;

·
neither you nor any person or entity receiving the related
Exchange Notes is engaging in or intends to engage in a

distribution of the Exchange Notes within the meaning of the
federal securities laws;

·
you satisfy specific requirements of your state's securities

regulations;

·
neither you nor any person or entity receiving the related
Exchange Notes has an arrangement or understanding with any

person or entity to participate in any distribution of the
Exchange Notes;

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·
neither you nor any person or entity receiving the related

Exchange Notes is an "affiliate" of Amgen Inc., as that term is
defined under Rule 405 of the Securities Act; and

·
you are not acting on behalf of any person or entity who could

not truthfully make these statements.

Each broker-dealer that receives Exchange Notes for its own account
pursuant to the exchange offer must acknowledge that it will comply with the
prospectus delivery requirements of the Securities Act in connection with any
resale of the Exchange Notes.

See "The Exchange Offer--Procedures for Tendering" and "Plan of
Distribution."
Registration Rights Agreement
We sold the Private Notes on May 30, 2007 in a private placement in reliance
on Rule 144A and Regulation S under the Securities Act. In connection with
the sale, we entered into a registration rights agreement with the initial
purchasers of the Private Notes requiring us to make the exchange offer. The
registration rights agreement also requires us to use our reasonable efforts to
consummate the exchange offer by April 4, 2008 or, if this fails, to cause to
become effective a shelf registration statement for resales of the Notes. See
"The Exchange Offer--Purpose of the Exchange Offer." If we do not do so,
we will pay additional interest on the Private Notes at an initial rate of
0.125% per annum of the principal amount of Private Notes, and 0.25% per
annum after the first 90 days.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on
February 19, 2008, or a later date and time if we extend it.
Withdrawal
The tender of the Private Notes pursuant to the exchange offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the
expiration date, or any later date and time to which we extend the offer.
Interest on the Exchange Notes and the Interest on the Exchange Notes will accrue from the date of the original
Private Notes
issuance of the Private Notes or from the date of the last payment of interest
on the Private Notes, whichever is later. No additional interest will be paid
on Private Notes tendered and accepted for exchange.
Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, some of which may
be waived by us. See "The Exchange Offer--Conditions to the Exchange
Offer."
Procedures for Tendering Private Notes A holder who wishes to tender Private Notes in the exchange offer must
transmit to the exchange agent an agent's message, transmitted by a book-
entry transfer facility, which agent's message must be

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received by the exchange agent prior to 5:00 p.m., New York City time, on
the expiration date. In addition, the exchange agent must receive a timely
confirmation of book-entry transfer of the Private Notes into the exchange

agent's account at The Depository Trust Company, or DTC, under the
procedures for book-entry transfers described in "The Exchange Offer--
Procedures for Tendering."

Private Notes may be tendered by electronic transmission of acceptance
through DTC's Automated Tender Offer Program, which we refer to as
ATOP, procedures for transfer. Custodial entities that are participants in DTC
must tender Private Notes through ATOP. A letter of transmittal need not
accompany tenders effected through ATOP. Please carefully follow the
instructions contained in this document on how to tender your securities. See
"The Exchange Offer--Terms of the Exchange Offer."
Exchange Agent
The Bank of New York, the trustee under the indenture governing the Notes,
is serving as exchange agent in connection with the exchange offer.
Certain United States Federal Income
The exchange of Private Notes for Exchange Notes pursuant to the exchange
Tax Consequences
offer should not constitute a sale or an exchange for federal income tax
purposes. See "Certain United States Federal Income Tax Consequences."
Effect of Not Tendering
Private Notes that are not tendered or that are tendered but not accepted will,
following the completion of the exchange offer, continue to be subject to the
existing restrictions on transfer. Except as noted above, we will have no
further obligation to provide for the registration under the Securities Act of
these Private Notes.
Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange
Notes pursuant to the exchange offer. See "Use of Proceeds."
Risk Factors
See "Risk Factors" for a discussion of some factors you should carefully
consider, including factors affecting forward-looking statements.

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