Obligation Amgenix 0% ( US031162CN83 ) en USD

Amgenix

100.017 % ▲

Etats-unis

US031162CN83 ( en USD )

11/05/2020 - Obligation échue

Prospectus brochure de l'obligation Amgen Inc US031162CN83 en USD 0%, échue

031162CN8

Amgen Inc. est une société biopharmaceutique multinationale américaine qui se concentre sur la découverte, le développement, la fabrication et la commercialisation de produits biologiques destinés au traitement de maladies graves.

Une analyse approfondie de l'obligation de type 'zero-coupon' identifiée par le code ISIN US031162CN83 (CUSIP : 031162CN8), émise aux États-Unis par Amgen Inc., une entreprise biopharmaceutique multinationale majeure reconnue pour sa recherche, son développement et sa fabrication de thérapies humaines innovantes, révèle un instrument de dette libellé en USD qui, malgré une fréquence de paiement nominale semestrielle dans son cadre technique, ne portait aucun taux d'intérêt périodique (0%), sa valorisation étant intrinsèquement liée à son remboursement à l'échéance. Ayant atteint sa maturité le 11 mai 2020, cette obligation a été intégralement remboursée à ses détenteurs, comme en atteste son dernier prix sur le marché de 100.017%, signalant une clôture réussie de cet investissement.

424B2
424B2 1 d385570d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-216060
CALCULATION OF REGISTRATION FEE

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

Registered

per Unit

Offering Price

Registration Fee(1)
Senior Floating Rate Notes due 2019

$300,000,000

100.000%

$300,000,000

$34,770.00
Senior Floating Rate Notes due 2020

$300,000,000

100.000%

$300,000,000

$81,088.62
1.900% Senior Notes due 2019

$700,000,000

99.949%

$699,643,000

$34,770.00
2.200% Senior Notes due 2020

$700,000,000

99.945%

$699,615,000

$81,085.38
2.650% Senior Notes due 2022

$1,500,000,000

99.786%

$1,496,790,000

$173,477.96
Total

$3,500,000,000

--

$3,496,048,000

$405,191.96

(1)
The filing fee is calculated in accordance with Rule 457(r) and Rule 457(o) of the Securities Act of 1933, as amended, by multiplying the
proposed maximum aggregate offering price of the securities offered by the fee payment rate in effect on the date of fee payment.
Table of Contents

Prospectus Supplement
(To Prospectus Dated February 14, 2017)

$300,000,000 Senior Floating Rate Notes due 2019
$300,000,000 Senior Floating Rate Notes due 2020
$700,000,000 1.900% Senior Notes due 2019
$700,000,000 2.200% Senior Notes due 2020
$1,500,000,000 2.650% Senior Notes due 2022

We are offering $300,000,000 aggregate principal amount of Senior Floating Rate Notes due 2019 (the "2019 floating rate notes"), $300,000,000
aggregate principal amount of Senior Floating Rate Notes due 2020 (the "2020 floating rate notes" and, together with the 2019 floating rate notes, the
"floating rate notes"), $700,000,000 aggregate principal amount of 1.900% Senior Notes due 2019 (the "2019 fixed rate notes"), $700,000,000 aggregate
principal amount of 2.200% Senior Notes due 2020 (the "2020 fixed rate notes") and $1,500,000,000 aggregate principal amount of 2.650% Senior Notes due
2022 (the "2022 fixed rate notes" and, together with the 2019 fixed rate notes and the 2020 fixed rate notes, the "fixed rate notes"). The floating rate notes and
the fixed rate notes are collectively referred to in this prospectus supplement as the "notes."
The 2019 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.32% per annum, and the 2020 floating rate notes will
bear interest at a floating rate equal to three-month LIBOR plus 0.45% per annum. Interest on the 2019 floating rate notes is payable in cash quarterly in
arrears on February 10, May 10, August 10 and November 10 of each year, beginning on August 10, 2017. Interest on the 2020 floating rate notes is payable in
cash quarterly in arrears on February 11, May 11, August 11 and November 11 of each year, beginning on August 11, 2017. Interest on the 2019 fixed rate
notes is payable in cash semi-annually in arrears on May 10 and November 10 of each year, beginning November 10, 2017. Interest on the 2020 fixed rate
notes and the 2022 fixed rate notes is payable in cash semi-annually in arrears on May 11 and November 11 each year, beginning on November 11, 2017.
The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness. We may
redeem each series of the fixed rate notes, at any time in whole or from time to time in part, at the redemption prices described in this prospectus supplement.
The floating rate notes will not be subject to redemption at our option.

Investing in the notes involves risks that are described in the "Risk Factors" section of this prospectus supplement beginning on page
S-6.

Per
Per
Per
Per
Per
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
2019
2020
2019
2020
2022
Floating
Floating
Fixed
Fixed
Fixed
Rate
Rate
Rate
Rate
Rate

Note
Total

Note
Total
Note
Total
Note
Total
Note
Total

Public offering price(1)
100.000% $300,000,000 100.000% $300,000,000 99.949% $699,643,000 99.945% $699,615,000 99.786% $1,496,790,000
Underwriting discount

0.175% $
525,000
0.250% $
750,000 0.175% $
1,225,000 0.250% $
1,750,000 0.350% $
5,250,000
Proceeds, before expenses, to
Amgen
99.825% $299,475,000 99.750% $299,250,000 99.774% $698,418,000 99.695% $697,865,000 99.436% $1,491,540,000

(1) Plus accrued interest, if any, from May 11, 2017, 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 May 11, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman Sachs & Co. LLC
Barclays
Mizuho Securities
Senior Co-Managers

BNP PARIBAS

Citigroup

Deutsche Bank Securities
J.P. Morgan
Morgan Stanley
Co-Managers

Credit Suisse

HSBC

MUFG

RBC Capital Markets
SMBC Nikko

UBS Investment Bank

Wells Fargo Securities

MFR Securities, Inc.

The date of this prospectus supplement is May 8, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
S-ii
SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
RATIO OF EARNINGS TO FIXED CHARGES
S-9
CAPITALIZATION
S-10
DESCRIPTION OF NOTES
S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-29
UNDERWRITING
S-34
VALIDITY OF THE NOTES
S-39
PROSPECTUS

ABOUT THIS PROSPECTUS
2
FORWARD-LOOKING STATEMENTS
2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
3
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
AMGEN
4
RISK FACTORS
5
USE OF PROCEEDS
6
RATIO OF EARNINGS TO FIXED CHARGES
7
DESCRIPTION OF DEBT SECURITIES
8
DESCRIPTION OF CAPITAL STOCK
15
DESCRIPTION OF WARRANTS
17
DESCRIPTION OF RIGHTS
20
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS AND SECURITIES PURCHASE UNITS
21
DESCRIPTION OF DEPOSITARY SHARES
22
GLOBAL SECURITIES
23
PLAN OF DISTRIBUTION
26
EXPERTS
27
VALIDITY OF THE SECURITIES
27

S-i
Table of Contents
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;
Incorporation by Reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any free writing prospectus we prepare or 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.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the 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 other than the documents listed below, the information
contained on such websites and on the SEC's website is not incorporated by reference in this prospectus supplement and the accompanying
prospectus and you should not consider it a part of this prospectus supplement and the accompanying prospectus.
This prospectus supplement and the accompanying prospectus incorporate important business and financial information about us that is not
included in or delivered with this prospectus supplement and the accompanying prospectus. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus, except for any information superseded by information in any
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement and the accompanying prospectus and prior to the termination of the offering of securities hereby or in this prospectus supplement and
the accompanying prospectus. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth
below that have previously been filed with the SEC:

·
Our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017;

·
Our Definitive Proxy Statement on Schedule 14A, filed on April 6, 2017;

S-ii
Table of Contents

·
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 27, 2017; and

·
Our Current Reports on Form 8-K, filed on January 9, 2017, February 3, 2017 and April 24, 2017.
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, or the Exchange Act, after the date of this prospectus supplement and prior to the termination of the
offering of securities hereby. 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 related exhibits furnished pursuant to Item 9.01 of Form 8-K.
You may request a copy of any documents incorporated by reference in this prospectus supplement and the accompanying 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 in this prospectus
supplement and the accompanying prospectus.

S-iii
Table of Contents
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 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 since 1980, 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
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
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.

S-1
Table of Contents
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
$3,500,000,000 in aggregate principal amount of notes, consisting of:

· $300,000,000 aggregate principal amount of the 2019 floating rate notes;

· $300,000,000 aggregate principal amount of the 2020 floating rate notes;

· $700,000,000 aggregate principal amount of the 2019 fixed rate notes;

· $700,000,000 aggregate principal amount of the 2020 fixed rate notes; and

· $1,500,000,000 aggregate principal amount of the 2022 fixed rate notes.

Maturity Dates
2019 floating rate notes: May 10, 2019

2020 floating rate notes: May 11, 2020

2019 fixed rate notes: May 10, 2019

2020 fixed rate notes: May 11, 2020

2022 fixed rate notes: May 11, 2022

Interest and Payment Dates
2019 floating rate notes: three-month LIBOR plus 0.32% per annum, payable in cash
quarterly in arrears on February 10, May 10, August 10 and November 10 of each year,
beginning on August 10, 2017.

2020 floating rate notes: three-month LIBOR plus 0.45% per annum, payable in cash

quarterly in arrears on February 11, May 11, August 11 and November 11 of each year,
beginning on August 11, 2017.

2019 fixed rate notes: 1.900% per annum, payable in cash semi-annually in arrears on

May 10 and November 10 of each year, beginning November 10, 2017.

2020 fixed rate notes: 2.200% per annum, payable in cash semi-annually in arrears on

May 11 and November 11 of each year, beginning November 11, 2017.

2022 fixed rate notes: 2.650% per annum, payable in cash semi-annually in arrears on

May 11 and November 11 of each year, beginning November 11, 2017.

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."
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2

S-2
Table of Contents
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 revolving credit agreement (the
"Revolving Credit Agreement"), 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, our 4.40% Senior Notes due May 2045, our 4.563%
Senior Notes due June 2048 and our 4.663% Senior Notes due June 2051;

· 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
The floating rate notes will not be subject to redemption at our option.

We may redeem the 2019 fixed rate notes prior to maturity at our option, at any time in
whole or from time to time in part, at a redemption price equal to 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 supplement.

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
We may redeem the 2020 fixed rate notes prior to maturity at our option, at any time in
whole or from time to time in part, at a redemption price equal to 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 supplement.

We may redeem the 2022 fixed rate notes prior to maturity at our option, at any time in
whole or from time to time in part. If the 2022 fixed rate notes are redeemed
before April 11, 2022 (one month prior to the maturity date of the 2022 fixed rate
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 supplement. If the
2022 fixed rate notes are redeemed on or after April 11, 2022 (one month prior to the
maturity date of the 2022 fixed rate 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 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."

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately
$3,483,548,000 after deducting discounts, commissions and our estimated expenses
related to this offering.

We intend to use the net proceeds from this offering to repay our outstanding
indebtedness and for general corporate purposes, including to repurchase shares of our

common stock pursuant to our stock repurchase program. See "Use of Proceeds" for
additional information.

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.

S-4
Table of Contents
Further Issues
We may, without notice to or the consent of the holders or beneficial owners of the notes
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
of any series, 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.

S-5
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 quarterly report on Form 10-Q, 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 exclusively obligations 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.
Active trading markets for the notes may not develop.
The notes are new issues of securities for which there are currently no public markets, and no active trading markets might ever develop. If
the 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 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 of each series. 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 markets in the notes.
The liquidity of any markets for the notes will depend upon a number of factors, including the number of holders of the notes, our results of
operations and financial condition, the markets for similar securities, the interest of securities dealers in making markets in the notes and other
factors. Active or liquid trading markets for the notes may not develop.

S-6
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
Table of Contents
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 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 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 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.

S-7
Table of Contents
USE OF PROCEEDS
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

424B2
We estimate that the net proceeds from this offering will be approximately $3,483,548,000 after deducting discounts, commissions and our
estimated expenses related to this offering.
We intend to use the net proceeds from this offering to repay our outstanding indebtedness and for general corporate purposes, including to
repurchase shares of our common stock pursuant to our stock repurchase program.

S-8
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES

Three Months
Year Ended December 31,

Ended

March 31, 2017
2016
2015
2014
2013
2012
Ratio of Earnings to Fixed Charges

8.2x
7.9x
7.9x
5.9x
5.8x
5.5x
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), excluding our share of income/losses in equity method affiliates and including
distributions from our affiliate, Kirin-Amgen, Inc. Fixed charges consist of (i) interest expense, which includes amortized premiums, discounts and
capitalized expenses related to indebtedness, (ii) capitalized interest, (iii) a reasonable approximation of the interest factor deemed to be included in
rental expense and (iv) preference security dividend requirements of consolidated subsidiaries, which were not material. 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.

S-9
Table of Contents
CAPITALIZATION
The following table sets forth our unaudited consolidated cash, cash equivalents and marketable securities and capitalization as of March 31,
2017. The table is presented:

·
on an actual basis; and

·
as adjusted to reflect the proceeds to us from the sale of the notes pursuant to this offering and the Use of Proceeds described above.

As of March 31, 2017

Actual
As Adjusted

(unaudited)

(in millions)

Cash, cash equivalents and marketable securities

$38,398
$
41,882

Current portion of long-term debt:

Senior floating rate notes due May 2017

600

600
Senior notes due May 2017 (1.25%)

850

850
Senior notes due May 2017 (2.125%)

1,250

1,250
Senior notes due June 2017 (5.85%)

1,100

1,100
Unamortized bond discounts and issuance costs

(1)

(1)

Total current portion of long-term debt

3,799

3,799
Non-current portion of long-term debt:

Senior notes due June 2018 (6.15%)

500

500
Senior notes due December 2018 (4.375%) (euro denominated)

598

598
Senior notes due February 2019 (5.70%)

1,000

1,000
Senior floating rate notes due May 2019

250

250
Senior notes due May 2019 (2.20%)

1,400

1,400
Senior notes due September 2019 (2.125%) (euro denominated)

719

719
Senior notes due March 2020 (4.50%)

300

300
Senior notes due May 2020 (2.125%)

750

750
https://www.sec.gov/Archives/edgar/data/318154/000119312517165931/d385570d424b2.htm[5/10/2017 5:22:44 PM]

Document Outline

#1">
- #1">