Obligation Amgen 5.7% ( US031162AZ32 ) en USD

Amgen

100 % ▲

Etas-Unis

US031162AZ32 ( en USD )

5.7% par an ( paiement semestriel )

01/02/2019 - Obligation échue

Prospectus brochure de l'obligation Amgen US031162AZ32 en USD 5.7%, échue

2 000 USD

1 000 000 000 USD

031162AZ3

N/A

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162AZ32, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2019

Final Prospectus Supplement
Page 1 of 58
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-150290
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Aggregate
Title of Each Class of Securities to
Amount to Be
Offering Price
Amount of
Be Registered

Registered

Per Unit
Offering Price (1)
Registration Fee
5.70% Senior Notes due 2019

$1,000,000,000
99.777%
$ 997,770,000
$ 39,212.36
6.40% Senior Notes due 2039

$1,000,000,000
99.533%
$ 995,330,000
$ 39,116.47
Total

$ 2,000,000,000
--
$ 1,993,100,000
$ 78,328.83(1)

(1) Amgen, Inc. paid a filing fee of $80,900 with respect to unissued securities previously registered on Form S-3
(Registration Statement No. 333-107639 filed on August 4, 2003) (the "Carry Forward Payment"). Pursuant to Rule 457
(p) of the Securities Act, in May 2008, Amgen, Inc. applied $39,203.91 of the Carry Forward Payment for registration
fees in connection with its offering of 6.15% Senior Notes due 2018 and 6.90% Senior Notes due 2038. The $78,328.83
of registration fees in connection with this offering are being paid as follows: (i) $41,696.09, representing the remaining
balance of the Carry Forward Payment, is being applied pursuant to Rule 457(p) of the Securities Act, and
(ii) $36,632.74 from amounts deposited by Amgen, Inc. in its SEC filing account.
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Prospectus Supplement
(To Prospectus Dated April 17, 2008)

$1,000,000,000 5.70% Senior Notes due 2019
$1,000,000,000 6.40% Senior Notes due 2039

We are offering $1,000,000,000 aggregate principal amount of 5.70% Senior Notes due 2019 (the "2019 notes") and
$1,000,000,000 aggregate principal amount of 6.40% Senior Notes due 2039 (the "2039 notes" and, together with the 2019
notes, the "notes"). Interest on the notes will be payable in cash semiannually in arrears on February 1 and August 1 of each
year, beginning August 1, 2009. The notes will be our senior unsecured obligations and will rank equally with all of our other
senior unsecured indebtedness. We may redeem the notes, in whole at any time or from time to time in part, at the
redemption prices described in this prospectus supplement.

Investing in the notes involves risks that are described in the "Risk Factors" section of this
prospectus supplement beginning on page S-5.

Per 2019 Note
Total

Per 2039 Note
Total
Public offering price (1)

99.777%
$997,770,000
99.533%
$995,330,000
Underwriting discount

0.325%
$ 3,250,000
0.875%
$ 8,750,000
Proceeds, before expenses

99.452%
$994,520,000
98.658%
$986,580,000
(1) Plus accrued interest, if any, from January 16, 2009, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme and Euroclear Bank,
S.A./N.V., as operator for the Euroclear System, against payment in New York, New York on or about January 16, 2009.

Joint Book-Running Managers

Goldman, Sachs & Co.

Merrill Lynch & Co.
Morgan Stanley

Co-Managers

Barclays Capital

Citi
Credit Suisse
Deutsche Bank Securities

Mitsubishi UFJ Securities
UBS Investment Bank
Daiwa Securities America Inc. RBS Greenwich Capital
The date of this prospectus supplement is January 13, 2009.
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Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
SUMMARY

S-2
RISK FACTORS

S-5
USE OF PROCEEDS

S-7
RATIO OF EARNINGS TO FIXED CHARGES

S-7
CAPITALIZATION

S-8
DESCRIPTION OF NOTES

S-9
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-23
UNDERWRITING
S-27
VALIDITY OF THE NOTES
S-30
PROSPECTUS

ABOUT THIS PROSPECTUS

3
FORWARD LOOKING STATEMENTS

3
WHERE YOU CAN FIND MORE INFORMATION

3
AMGEN

4
RISK FACTORS

5
USE OF PROCEEDS

5
DIVIDEND POLICY

5
RATIO OF EARNINGS TO FIXED CHARGES

5
DESCRIPTION OF DEBT SECURITIES

6
DESCRIPTION OF CAPITAL STOCK

14
DESCRIPTION OF WARRANTS

16
DESCRIPTION OF RIGHTS

19
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS AND
SECURITIES PURCHASE UNITS

20
DESCRIPTION OF DEPOSITARY SHARES

21
GLOBAL SECURITIES

22
PLAN OF DISTRIBUTION

24
EXPERTS

24
VALIDITY OF THE SECURITIES

24

i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of
our offering of the notes. The second part is the accompanying prospectus, which provides more general information, some
of which may not be applicable to this offering. This prospectus supplement and the accompanying prospectus include
important information about us, the notes and other information you should know before investing. This prospectus
supplement also adds, updates and changes information contained in the accompanying prospectus. If there is any
inconsistency between the information in this prospectus supplement and the accompanying prospectus, you should rely on
the information in this prospectus supplement. Before purchasing the notes, you should carefully read both this prospectus
supplement and the accompanying prospectus, together with the additional information about us described under "Where
You Can Find More Information" in the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus and in any term sheet we authorize that supplements this prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with different information.
If anyone other than us provides you with different or inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
Unless stated otherwise or unless the context otherwise requires, references in this prospectus supplement and
accompanying prospectus to "Amgen," "we," "us" and "our" refer to Amgen Inc., a company incorporated in Delaware, and
its consolidated subsidiaries.

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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 supplement and accompanying 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 supplement and accompanying prospectus, before you decide
to invest in our notes.
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 supplement or the accompanying prospectus.

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The Offering
The following is a brief summary of certain terms of this offering. For a more complete description of the terms of
the notes, see "Description of Notes" in this prospectus supplement.
Notes Offered
$2,000,000,000 in aggregate principal amount of notes, consisting of:

·
$1,000,000,000 aggregate principal amount of the 2019 notes;

and

·
$1,000,000,000 aggregate principal amount of the 2039 notes.
Maturity Dates
2019 notes: February 1, 2019
2039 notes: February 1, 2039

Interest and Payment Dates
2019 notes: 5.700% per annum, payable semiannually in arrears in cash on
February 1 and August 1 of each year, beginning August 1, 2009.
2039 notes: 6.400% per annum, payable semiannually in arrears in cash on
February 1 and August 1 of each year, beginning August 1, 2009.
Change of Control Triggering Event
In the event of a change of control triggering event, as defined herein, the
holders may require us to purchase for cash all or a portion of their notes at
a purchase price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest, if any. See "Description of Notes--Change of
Control Offer."
Ranking
The notes will 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, our 0.375% Convertible Senior Notes
due 2013, our 5.85% Senior Notes due 2017, our 6.15% Senior
Notes due 2018, our Zero Coupon Convertible Notes due
2032, our 6.375% Senior Notes due 2037 and our 6.90%
Senior Notes due 2038;

·
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
We may redeem any or all of the 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 supplement.

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Covenants
The notes and related indenture do not contain any financial or other
similar restrictive covenants. However, we will be subject to the covenants
described under the caption "Description of Notes."
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately
$1.98 billion after deducting discounts, commissions and estimated
expenses related to this offering.
We intend to use the net proceeds from this offering for general corporate
purposes, including, without limitation, working capital, capital
expenditures, debt service requirements and repayment of our outstanding
indebtedness, repurchases of shares of our common stock under our
previously announced share repurchase program, and other business
initiatives, including acquisitions and licensing activities.
DTC Eligibility
The notes will be issued in fully registered book-entry form and will be
represented by permanent global notes without coupons. Global notes will
be deposited with a custodian for and registered in the name of a nominee
of DTC, in New York, New York. Investors may elect to hold interests in
the global notes through DTC and its direct or indirect participants as
described in the accompanying prospectus under "Global Securities--
Book-Entry; Delivery and Form."
Form and Denomination
The notes will be issued in minimum denominations of $2,000 and any
integral multiple of $1,000.
Trading
The notes will not be listed on any securities exchange or included in any
automated quotation system. The notes will be new securities for which
there is currently no public market.

Risk Factors
See "Risk Factors," and other information included or incorporated by
reference in this prospectus supplement for a discussion of the factors you
should carefully consider before deciding to invest in the notes.
Further Issues
We may, without notice to or the consent of the holders or beneficial
owners of the notes, create and issue additional notes and/or notes having
the same ranking, interest rate, maturity and other terms as the notes of that
series. Any additional debt securities having such similar terms, together
with that series of notes, could be considered part of the same series of
notes under the indenture.

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RISK FACTORS
Prospective investors should carefully consider the following risk factors and the risk factors and assumptions related to
our business identified or described in our most recent annual report on Form 10-K and any subsequent Quarterly Report on
Form 10-Q or Current Report on Form 8-K and all other information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus before acquiring any of the notes. The occurrence of any one or
more of the following could materially adversely affect your investment in the notes or our business and operating results.
Risks Relating to the Notes
The notes are structurally subordinated. This may affect your ability to receive payments on the notes.
The notes are obligations exclusively of Amgen. We currently conduct a significant portion of our operations through
our subsidiaries and our subsidiaries have significant liabilities. In addition, we may, and in some cases we have plans to,
conduct additional operations through our subsidiaries in the future and, accordingly, our subsidiaries' liabilities will
increase. Our cash flow and our ability to service our debt, including the notes, therefore partially depends upon the earnings
of our subsidiaries, and we depend on the distribution of earnings, loans or other payments by those subsidiaries to us.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on
the notes or, subject to existing or future contractual obligations between us and our subsidiaries, to provide us with funds for
our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends,
distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions and taxes on
distributions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries' earnings and business
considerations.
Our right to receive any assets of any of our subsidiaries upon liquidation or reorganization, and, as a result, the right of
the holders of the notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary's
creditors, including trade creditors and preferred stockholders, if any. The notes do not restrict the ability of our subsidiaries
to incur additional liabilities. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would
be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to
indebtedness held by us.
An active trading market for the notes may not develop.
The notes are new issues of securities for which there is currently no public market, and no active trading market might
ever develop. If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price,
depending on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that
an active trading market does not develop, the liquidity and trading prices for the notes may be harmed.
We have no plans to list the notes on a securities exchange. We have been advised by underwriters that they presently
intend to make a market in the notes. However, the underwriters are not obligated to do so. Any market-making activity, if
initiated, may be discontinued at any time, for any reason or for no reason, without notice. If the underwriters cease to act as
the market makers for the notes, we cannot assure you another firm or person will make a market in the notes.
The liquidity of any market for the notes will depend upon the number of holders of the notes, our results of operations
and financial condition, the market for similar securities, the interest of securities dealers in making a market in the notes and
other factors. An active or liquid trading market for the notes may not develop.

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The limited covenants in the indenture for the notes and the terms of the notes do not provide protection against
some types of important corporate events and may not protect your investment.
The indenture for the notes does not:

· require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity

and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes
in our financial condition or results of operations;

· limit our subsidiaries' ability to incur indebtedness, which could effectively rank senior to the notes;

· limit our ability to incur substantial secured indebtedness that would effectively rank senior to the notes to the

extent of the value of the assets securing the indebtedness;

· limit our ability to incur indebtedness that is equal in right of payment to the notes;

· restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our

equity interests in our subsidiaries;

· restrict our ability to repurchase or prepay our securities; or

· restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our

common stock or other securities ranking junior to the notes.
Furthermore, the indenture for the notes contains only limited protections in the event of a change in control. We could
engage in many types of transactions, such as certain acquisitions, refinancings or recapitalizations that could substantially
affect our capital structure and the value of the notes. For these reasons, you should not consider the covenants in the
indenture as a significant factor in evaluating whether to invest in the notes. In addition, we are subject to periodic review by
independent credit rating agencies. Our outstanding convertible notes and our outstanding long-term notes are rated "A+"
with a stable outlook by Standard & Poor's, "A3" with a stable outlook by Moody's Investors Service, Inc. and "A" with a
stable outlook by Fitch, Inc. An increase in the level of our outstanding indebtedness, or other events that could have an
adverse impact on our financial condition or results of operations, may cause the rating agencies to downgrade our debt credit
rating generally, and the ratings on the notes, which could adversely impact the trading prices for, or the liquidity of, the
notes. Any such downgrade could also adversely affect our cost of borrowing, limit our access to the capital markets or result
in more restrictive covenants in future debt agreements.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1.98 billion after deducting discounts,
commissions and estimated expenses related to this offering.
We intend to use the net proceeds from this offering for general corporate purposes, including, without limitation,
working capital, capital expenditures, debt service requirements and repayment of our outstanding indebtedness, repurchases
of shares of our common stock under our previously announced share repurchase program, and other business initiatives,
including acquisitions and licensing activities.
RATIO OF EARNINGS TO FIXED CHARGES

Nine Months

Ended

Year Ended December 31,
September 30,

2008

2007
2006
2005
2004
2003
Ratio of Earnings to Fixed Charges

14.5x 11.9x 19.5x 32.2x 41.8x 44.8x
These computations include Amgen and its consolidated subsidiaries. For these ratios, "earnings" is computed by adding
income before income taxes and fixed charges (excluding capitalized interest) and excluding our share of income/losses in
equity method affiliates. Fixed charges consist of (i) interest expense, which includes amortized premiums, discounts and
capitalized expenses related to indebtedness, (ii) capitalized interest and (iii) a reasonable approximation of the interest factor
deemed to be included in rental expense. Fixed charges exclude any interest related to unrecognized tax benefits, which is
included in the provision for income taxes in our Consolidated Statements of Income. In addition, for the years ended
December 31, 2005 and 2007, fixed charges also exclude the write-off of deferred financing and related costs resulting from
the repayment of certain of our convertible debt.
For the periods indicated above, we had no outstanding shares of preferred stock with required dividend payments.
Therefore, the ratios of earnings to combined fixed charges and preferred stock dividends are identical to the ratios presented
in the table above.
In May 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position ("FSP") No. APB 14-1
("FSP APB 14-1") that changes the method of accounting for convertible debt securities that require or permit settlement in
cash either in whole or in part upon conversion, including our convertible debt securities. We will adopt FSP APB 14-1 in the
first quarter of 2009 and retrospectively apply this change to prior periods, as required by this new standard. Under this new
method of accounting, the debt and equity components of our convertible debt securities will be bifurcated and accounted for
separately in a manner that will result in recognizing interest expense on these securities at effective rates reflective of what
we would have incurred had we issued nonconvertible debt with otherwise similar terms. The equity component of our
convertible debt securities will be included in the paid-in-capital section of stockholders' equity on our Consolidated Balance
Sheet and, accordingly, the initial carrying values of these debt securities will be reduced. Our net income for financial
reporting purposes will be reduced by recognizing the accretion of the reduced carrying values of our convertible debt
securities to their face amounts as additional non-cash interest expense. We expect that adoption of FSP APB 14-1 will have
a material adverse impact on our past and future reported financial results and on our ratio of earnings to fixed charges, but
will have no impact on past or future cash flows.

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