Obligation Amgen 4.563% ( US031162CD02 ) en USD

Amgen

85.97 % ⇌

Etas-Unis

US031162CD02 ( en USD )

4.563% par an ( paiement semestriel )

15/06/2048

Prospectus brochure de l'obligation Amgen US031162CD02 en USD 4.563%, échéance 15/06/2048

2 000 USD

1 415 205 000 USD

031162CD0

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

15/06/2024 ( Dans 29 jours )

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162CD02, paye un coupon de 4.563% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2048

L'Obligation émise par Amgen ( Etas-Unis ) , en USD, avec le code ISIN US031162CD02, 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 US031162CD02, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214367

PROSPECTUS

Offer to Exchange Any and All Outstanding 4.563% Senior Notes due 2048
for
4.563% Senior Notes due 2048 Which Have Been Registered Under the Securities Act of 1933 (the "2048 Exchange Notes")
&
Offer to Exchange Any and All Outstanding 4.663% Senior Notes due 2051
for
4.663% Senior Notes due 2051 Which Have Been Registered Under the Securities Act of 1933 (the "2051 Exchange Notes")

We are offering to exchange, on the terms and subject to the conditions described in this prospectus, (i) all of our outstanding
unregistered 4.563% Senior Notes due 2048 for our registered 4.563% Senior Notes due 2048 and (ii) all of our outstanding unregistered 4.663%
Senior Notes due 2051 for our registered 4.663% Senior Notes due 2051. The unregistered 4.563% Senior Notes due 2048 and the unregistered
4.663% Senior Notes due 2051 are sometimes collectively referred to as the Private Notes. The registered 4.563% Senior Notes due 2048 and the
registered 4.663% Senior Notes due 2051 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 June 14, 2016 and, as of the date of this prospectus, an
aggregate principal amount of $1,415,455,000 of the unregistered 4.563% Senior Notes due 2048 and an aggregate principal amount of
$3,541,438,000 of the unregistered 4.663% Senior Notes due 2051 are 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 offers to exchange the Private Notes for the Exchange Notes will be open until 5:00 p.m., New York City time, on January 10, 2017,
unless we extend the exchange offers.

·
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.

·
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 offers expire.

·
We will not receive any proceeds from the exchange offers.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved 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 December 9, 2016.
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Table of Contents
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
ii
FORWARD-LOOKING STATEMENTS
ii
SUMMARY
1
RISK FACTORS
7
THE EXCHANGE OFFERS
9
USE OF PROCEEDS
14
RATIO OF EARNINGS TO FIXED CHARGES
14
DESCRIPTION OF NOTES
15
PLAN OF DISTRIBUTION
33
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
34
LEGAL MATTERS
35
EXPERTS
35
Each broker-dealer that receives Exchange Notes for its own account in the exchange offers 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 expiration of
the exchange offers, 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.
Unless stated otherwise or unless the context otherwise requires, references in this prospectus to "Amgen," "we," "us" and "our" refer to
Amgen Inc., a company incorporated in Delaware, and its consolidated subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
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. These website addresses, and the website addresses
included in any documents incorporated by reference herein, are not intended to function as hyperlinks, and the information contained on such
websites is not incorporated by reference in 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, 2015, filed on February 16, 2016;

·
Our Definitive Proxy Statement on Schedule 14A, filed on April 7, 2016;

·
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, filed on May 2, 2016, June 30, 2016, filed on July 29,

2016, and September 30, 2016, filed on October 28, 2016; and

·
Our Current Reports on Form 8-K filed on February 17, 2016, February 23, 2016, February 25, 2016, March 8, 2016, May 13,

2016, May 20, 2016, May 26, 2016, June 10, 2016, June 14, 2016, August 19, 2016, October 14, 2016 and October 31, 2016.
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
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Securities Exchange Act of 1934, as amended, or the Exchange Act, after the date of this prospectus through the completion of the exchange offers.
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 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.
To obtain timely delivery, you must request the information incorporated by reference herein no later than five days prior to the
expiration date.
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, 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. Such words as "expect,"

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"anticipate," "outlook," "could," "target," "project," "intend," "plan," "believe," "seek," "estimate," "should," "may," "assume," and "continue,"
and 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 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 the timing and completion of the exchange offers, product
sales, regulatory activities, clinical trial results, reimbursement, expenses, earnings per share, liquidity and capital resources, trends, planned
dividends, stock repurchases and restructuring plans. 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.
You are cautioned not to rely unduly on any forward-looking statements. These risks and uncertainties are discussed in more detail our
reports and other documents on file with the SEC. You may obtain copies of these documents as described under "Where You Can Find More
Information; Incorporation by Reference" above.

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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,
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other financial information and other documents incorporated by reference into this prospectus, before you decide to participate in the
exchange offers.
Amgen Inc.
We are committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing,
manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the
complexities of disease and understand the fundamentals of human biology.
We focus on areas of high unmet medical need and leverage our expertise to strive for solutions that improve health outcomes and
dramatically improve people's lives. A biotechnology pioneer, we have grown to be one of the world's leading independent biotechnology
companies, have reached millions of patients around the world and are developing a pipeline of medicines with breakaway potential.
Amgen Inc. was incorporated in California in 1980 and became 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 Offers
The following is a brief summary of the terms of the exchange offers. For a more complete description, see "The Exchange
Offers."

Securities to be Exchanged
On June 14, 2016, we issued the Private Notes in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended, or the Securities Act, and as of the date of
this prospectus, an aggregate principal amount of $4,956,893,000 in Private Notes, consisting of
$1,415,455,000 aggregate principal amount of 4.563% Senior Notes due 2048 and $3,541,438,000
aggregate principal amount of 4.663% Senior Notes due 2051, 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 Offers
Minimum denominations of $2,000 principal amount and any integral multiples of $1,000 of principal
amount of 2048 Exchange Notes and 2051 Exchange Notes 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 offers 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 offers, 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;
· 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 offers
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 Offers--Procedures for Tendering" and "Plan of Distribution."

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Registration Rights Agreement
We issued the Private Notes on June 14, 2016 in a private offering in reliance on Rule 144A and
Regulation S under the Securities Act. In connection with the offering, we entered into a registration
rights agreement with the dealer managers of the related private exchange offers requiring us to
make the registered exchange offers for the Private Notes described in this prospectus. The
registration rights agreement also requires us to use our reasonable efforts to consummate the
exchange offers by April 20, 2017, or, if this fails, to cause to become effective a shelf registration
statement for resales of the Private Notes. See "The Exchange Offers--Purpose of the Exchange
Offers." 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 offers will expire at 5:00 p.m., New York City time, on January 10, 2017, or a later
date and time if we extend the exchange offers.
Withdrawal
The tender of the Private Notes pursuant to the exchange offers 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 exchange offers.
Interest on the Exchange Notes and the
Interest on the Exchange Notes will accrue from the date of the original issuance of the Private Notes
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 Offers
The exchange offers are subject to customary conditions, some of which may be waived by us. See
"The Exchange Offers--Conditions to the Exchange Offers."
Procedures for Tendering Private
A holder who wishes to tender Private Notes in the exchange offers must transmit to the exchange
Notes
agent an agent's message, transmitted by a book-entry transfer facility, which agent's message must
be 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 Offers--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 Offers--Terms of the Exchange
Offers."
Exchange Agent
The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture governing the
Notes, is serving as exchange agent in connection with the exchange offers.
Certain U.S. Federal Income Tax
The exchange of Private Notes for Exchange Notes pursuant to the exchange offers should not
Consequences
constitute a sale or an exchange for U.S. federal income tax purposes. See "Certain U.S. Federal
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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 offers, 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.

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Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes pursuant to the exchange offers. 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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Summary of the Terms of the Exchange Notes
The form and terms of each series of Exchange Notes are the same as the form and terms of the corresponding series of Private
Notes, except that the Exchange Notes will be registered under the Securities Act and will not contain any legends restricting their transfer.
However, each series of Exchange Notes will bear different CUSIP numbers from the corresponding series of Private Notes. Each series of
Exchange Notes will evidence the same debt as the corresponding series of Private Notes and both the Private Notes and the Exchange Notes,
collectively, the "Notes," are governed by the same indenture. The following summary of terms applies equally to the Exchange Notes and the
Private Notes.

Issuer
Amgen Inc.
Total Amount of Exchange Notes
$1,415,455,000 aggregate principal amount of 4.563% Senior Notes due 2048.
Offered

$3,541,438,000 aggregate principal amount of 4.663% Senior Notes due 2051.
Maturity Dates
2048 Exchange Notes: June 15, 2048
2051 Exchange Notes: June 15, 2051
Interest and Payment Dates
2048 Exchange Notes: 4.563% per annum, payable semi-annually in arrears in cash on June 15 and
December 15 of each year, beginning December 15, 2016.
2051 Exchange Notes: 4.663% per annum, payable semi-annually in arrears in cash on June 15 and
December 15 of each year, beginning December 15, 2016.
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 Exchange Notes at a purchase price equal to 101% of the
principal amount of the Exchange Notes, plus accrued and unpaid interest, if any. See "Description
of Notes--Change of Control Offer."
Ranking
The Exchange Notes will rank:
· equal in right of payment to all of our other existing and future senior unsecured
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indebtedness, including indebtedness under our revolving credit agreement, our 2.50%
Senior Notes due November 2016, our floating rate Senior Notes due May 2017, our
1.25% Senior Notes due May 2017, our 2.125% Senior Notes due May 2017, our 5.85%
Senior Notes due June 2017, our 6.15% Senior Notes due June 2018, our 4.375% Senior
Notes due December 2018 (euro denominated), our 5.70% Senior Notes due February
2019, our floating rate Senior Notes due May 2019, our 2.20% Senior Notes due May
2019, our 2.125% Senior Notes due September 2019 (euro denominated), our 4.50%
Senior Notes due March 2020, our 2.125% Senior Notes due May 2020, our 3.45%
Senior Notes due October 2020, our 4.10% Senior Notes due June 2021, our 1.85%
Senior Notes due August 2021, our 3.875% Senior Notes due November 2021, our 1.25%
Senior Notes due February 2022 (euro denominated), our 3.625% Senior Notes due May
2022, our 2.70% Senior Notes due May 2022, our 0.41% bonds due March 2023 (Swiss
franc denominated), our 2.25% Senior Notes due August 2023, our 3.625% Senior Notes
due May 2024, our 3.125% Senior Notes due May 2025, our 2.00% Senior Notes due
February 2026 (euro denominated), our 2.60% Senior Notes due August 2026, our 5.50%
Senior Notes due December 2026 (pound sterling denominated), our 4.00% Senior Notes
due September 2029 (pound sterling denominated), our 6.375% Senior Notes due June
2037, our 6.90% Senior Notes due June 2038, our 6.40% Senior Notes due February
2039, our 5.75% Senior Notes due March 2040, our 4.95% Senior Notes due October
2041, our 5.15% Senior Notes due November 2041, our 5.65% Senior Notes due June
2042, our 5.375% Senior Notes due May 2043 and our 4.400% Senior Notes due May

2045;

· 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 effectively subordinated in right of

payment to our secured obligations, to the extent of the assets securing such obligations.

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Optional Redemption
If the 2048 Exchange Notes are redeemed before December 15, 2047 (six months prior to the maturity
date of the 2048 Exchange Notes), the redemption price will equal the sum of (1) 100% of the principal
amount being redeemed, plus accrued and unpaid interest to, but not including, the redemption date, and
(2) the make-whole amount as described in this prospectus. If the 2048 Exchange Notes are redeemed on
or after December 15, 2047 (six months prior to the maturity date of the 2048 Exchange Notes), the
redemption price will equal 100% of the principal amount being redeemed, plus accrued and unpaid
interest to, but not including, the redemption date.

If the 2051 Exchange Notes are redeemed before December 15, 2050 (six months prior to the maturity
date of the 2051 Exchange Notes), the redemption price will equal the sum of (1) 100% of the principal
amount being redeemed, plus accrued and unpaid interest to, but not including, the redemption date, and
(2) the make-whole amount as described in this prospectus. If the 2051 Exchange Notes are redeemed on
or after December 15, 2050 (six months prior to the maturity date of the 2051 Exchange Notes), the
redemption price will equal 100% of the principal amount being redeemed, plus accrued and unpaid
interest to, but not including, the redemption date.
Covenants
The Exchange Notes and the 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."

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Table of Contents
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, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus, and all other
information contained or incorporated by reference into this prospectus before participating in the exchange offers. 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
Your failure to tender your Private Notes in the exchange offers could limit the trading market and trading value of your Private
Notes.
We will only issue Exchange Notes in exchange for Private Notes that are timely received by the exchange agent. Therefore, you
should allow sufficient time to ensure timely delivery of the Private Notes and you should carefully follow the instructions on how to tender your
Private Notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Private
Notes. If you do not tender your Private Notes or if we do not accept your Private Notes because you did not tender your Private Notes properly,
then, after we consummate the exchange offers, you may continue to hold Private Notes that are subject to the existing transfer restrictions. In
addition, if you tender your Private Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply
with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a
broker-dealer that receives Exchange Notes for your own account in exchange for Private Notes that you acquired as a result of market-making
activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of
those Exchange Notes.
The trading market for Private Notes that are not exchanged in the exchange offers could be adversely affected due to the limited
amount, or "float," of the Private Notes that are expected to remain outstanding following the exchange offers. Generally, a lower "float" of a
security could result in less demand to purchase that security and could, therefore, result in lower prices for that security. For the same reason, to
the extent that a large amount of Private Notes are not exchanged in the exchange offers, the trading market for the Exchange Notes could be
adversely affected. See "Plan of Distribution" and "The Exchange Offers."
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.

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An active trading market for Exchange Notes may not develop.
The Exchange Notes are new issues of securities for which there are currently no public markets, and no active trading markets might
ever develop. If the Exchange Notes are traded after their initial issuance, they may trade at a discount from their initial offering prices, depending
on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that active trading markets do not
develop, the liquidity and trading prices for the Exchange Notes may be harmed. In addition, the liquidity of the trading market for the Exchange
Notes will depend in part on the level of participation of the holders of Private Notes not tendered in the exchange offers. We have no plans to list
the Exchange Notes on a securities exchange. As a result, a market for the Exchange Notes may not develop and, if one does develop, it may not
be maintained.
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 of 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
values 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.
Any downgrade in our credit ratings could limit our ability to obtain future financing, increase our borrowing costs and adversely
affect the trading prices for, or liquidity of, the Notes.
We are subject to periodic review by independent credit rating agencies. 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,
place on negative watch or change their outlook on 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, placement on negative watch or change in outlook 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. The ratings on
the Notes may not reflect the potential impact of all risks related to structure, market, additional factors discussed above and other factors that may
affect the value of the Exchange Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or
withdrawn by the rating agency at any time.
We may not have sufficient cash to repurchase the Notes upon the occurrence of a "change of control triggering event."
We will be required to offer to repurchase all of the Notes upon the occurrence of a "change of control triggering event" (as defined
below under "Description of Notes--Change of Control Offer"). We may not, however, have sufficient cash at that time or have the ability to
arrange necessary financing on acceptable terms to repurchase the Notes under such circumstances. If we are unable to repurchase the Notes upon
the occurrence of a change of control triggering event, it would result in an event of default under the indenture governing the Notes. A default
under the indenture governing the Notes could also lead to a default under the agreements governing our existing or future indebtedness. If the
repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to
repay the indebtedness and repurchase the Notes.

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424B3
Table of Contents
THE EXCHANGE OFFERS
Purpose of the Exchange Offers
On June 14, 2016, when we issued the Private Notes in a private offering exempt from the registration requirements of the Securities
Act, we entered into a registration rights agreement with the dealer managers of the related private exchange offers which requires us to file a
registration statement under the Securities Act with respect to the registered exchange offers for the Private Notes described in this prospectus.
This prospectus is the prospectus contained in the registration statement we have filed in order to satisfy that obligation. Upon the effectiveness of
the registration statement, we are required to offer to the holders of each series of Private Notes the opportunity to exchange their Private Notes for
a like principal amount of the corresponding series of Exchange Notes, which will be issued without a restrictive legend and which generally may
be reoffered and resold by the holder without registration under the Securities Act. The registration rights agreement further provides that we must
use our reasonable efforts to complete the exchange offers by April 20, 2017.
Except as provided below, upon the completion of the exchange offers, our obligations with respect to the registration of the Private
Notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus
is a part. Following the completion of the exchange offers, holders of Private Notes not tendered will not have any further registration rights other
than as set forth in the paragraphs below, and those Private Notes will continue to be subject to restrictions on transfer.
Under some circumstances specified in the registration rights agreement, Amgen may be required to file a "shelf" registration statement
for a continuous offering pursuant to Rule 415 under the Securities Act in respect of the Private Notes.
Transferability of the Exchange Notes
Based on interpretations of the Securities Act by the staff of the SEC in several no-action letters issued to third parties unrelated to us,
we believe that you, or any other person receiving Exchange Notes, may offer for resale, resell or otherwise transfer such Exchange Notes without
complying with the registration and prospectus delivery requirements of the federal securities laws, if:

·
you, or the person or entity acquiring Exchange Notes, are acquiring the Exchange Notes in the ordinary course of business;

·
neither you nor any such person or entity is engaging in or intends to engage in a distribution of the Exchange Notes within the

meaning of the federal securities laws;

·
neither you nor any such person or entity has an arrangement or understanding with any person or entity to participate in any

distribution of the Exchange Notes;

·
neither you nor any such person or entity is an "affiliate" of Amgen Inc., as such term is defined under Rule 405 under the

Securities Act; and

·
you are not acting on behalf of any person or entity who could not truthfully make these statements.
To participate in the exchange offers as the holder of Private Notes, you must represent that each of the statements above is true. You
will be deemed to make such representations by tendering Private Notes in the exchange offers.
Any broker-dealer or any holder of Private Notes who is our affiliate or who intends to participate in the exchange offers for the
purpose of distributing the Exchange Notes:

·
will not be able to rely on the interpretations of the staff of the SEC set forth in the no-action letters described above; and

·
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or

transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements.
Broker-dealers receiving Exchange Notes in exchange for Private Notes acquired for their own account through market making or
other trading activities may not rely on the interpretations of the staff of the SEC set forth in the no-action letters described above. Such broker-
dealers may be deemed to be "underwriters" within the meaning of the Securities Act and therefore acknowledge and agree, by tendering Private
Notes in the exchange

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Document Outline

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