Item 1.01. Entry into a Material Definitive Agreement.
On August 19, 2016, Amgen Inc. (the Company) issued and sold $750,000,000 of its 1.850% Senior Notes due 2021 (the 2021
Notes), $750,000,000 of its 2.250% Senior Notes due 2023 (the 2023 Notes), $1,250,000,000 of its 2.600% Senior Notes due 2026 (the 2026 Notes and, together with the 2021 Notes and the 2023 Notes, the New Issue
Notes) and $1,000,000,000 of its 4.400% Senior Notes due 2045 (the 2045 Notes and, together with the New Issue Notes, the Notes). The Notes are registered under an effective Registration Statement on Form S-3
(Registration No. 333-194103) (the Registration Statement), filed on February 24, 2014, and were issued pursuant to an indenture, dated as of May 22, 2014 (the Indenture), between the Company and The Bank of
New York Mellon Trust Company, N.A., as trustee, and, with respect to the New Issue Notes, an officers certificate, dated as of August 19, 2016, setting forth the terms of the New Issue Notes (the New Issue Notes Officers
Certificate) and, with respect to the 2045 Notes, an officers certificate, dated as of May 1, 2015, setting forth the terms of the 2045 Notes (the 2045 Notes Officers Certificate). The 2045 Notes represent a
further issuance of, are fully fungible with, rank equally in right of payment with and form a single series with the $1,250,000,000 aggregate principal amount of 4.400% Senior Notes due 2045 initially issued by the Company on May 1, 2015. Net
proceeds to the Company from the offering were approximately $3,802,357,500 (after deducting underwriters discounts and estimated offering expenses payable by the Company), plus, in the case of the 2045 Notes, pre-issuance accrued interest
from May 1, 2016 to, but not including, August 19, 2016.
The relevant terms of the Notes are set forth in the Indenture,
included as Exhibit 4.1 of the Companys Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, the 2045 Notes Officers Certificate (including the form of the 2045 Notes), included as Exhibit 4.2 of
the Companys Current Report on Form 8-K, filed on May 1, 2015, and incorporated herein by reference, and the New Issue Notes Officers Certificate (including forms of the New Issue Notes) attached hereto as Exhibit 4.3 and
incorporated herein by reference.
The 2021 Notes will bear interest at a rate of 1.850% per annum, the 2023 Notes will bear interest
at a rate of 2.250% per annum, the 2026 Notes will bear interest at a rate of 2.600% per annum and the 2045 Notes will bear interest at a rate of 4.400% per annum. Accrued and unpaid interest on the New Issue Notes shall be payable in
cash semi-annually in arrears on February 19 and August 19 of each year, beginning on February 19, 2017. The 2045 Notes will accrue interest from and including May 1, 2016 and shall be payable in cash semi-annually in arrears on
May 1 and November 1 of each year, beginning on November 1, 2016. All pre-issuance accrued interest from May 1, 2016 to, but not including, August 19, 2016 will be paid by purchasers of the 2045 Notes. The 2021 Notes, the
2023 Notes, the 2026 Notes and the 2045 Notes will mature on August 19, 2021, August 19, 2023, August 19, 2026 and May 1, 2045, respectively.
In the event of a change in control triggering event, as defined, in the case of the New Issue Notes, in the New Issue Notes Officers
Certificate attached hereto as Exhibit 4.3 and incorporated herein by reference, and, in the case of the 2045 Notes, in the 2045 Notes Officers Certificate included as Exhibit 4.2 hereto and incorporated herein by reference, the holders of the
Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the New Issue Notes
Officers Certificate, the 2045 Notes Officers Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the New Issue Notes Officers Certificate, the 2045 Notes
Officers Certificate and the Notes, respectively.
The Notes will rank equal in right of payment to all of the Companys other
existing and future senior unsecured indebtedness, senior in right of payment to all of the Companys existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Companys subsidiaries
obligations (including secured and unsecured obligations) and subordinated in right of payment to the Companys secured obligations, to the extent of the assets securing such obligations.