Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269670
Prospectus Supplement
(To Prospectus Dated
February 9, 2023)
$2,000,000,000 5.250% Senior Notes due 2025
$1,500,000,000 5.507% Senior Notes due 2026
$3,750,000,000 5.150% Senior Notes due 2028
$2,750,000,000 5.250% Senior Notes due 2030
$4,250,000,000 5.250% Senior Notes due 2033
$2,750,000,000 5.600% Senior Notes due 2043
$4,250,000,000 5.650% Senior Notes due 2053
$2,750,000,000 5.750% Senior Notes due 2063
We are offering
$2,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2025 (the 2025 notes), $1,500,000,000 aggregate principal amount of 5.507% Senior Notes due 2026 (the 2026 notes), $3,750,000,000 aggregate principal amount
of 5.150% Senior Notes due 2028 (the 2028 notes), $2,750,000,000 aggregate principal amount of 5.250% Senior Notes due 2030 (the 2030 notes), $4,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the
2033 notes) $2,750,000,000 aggregate principal amount of 5.600% Senior Notes due 2043 (the 2043 notes), $4,250,000,000 aggregate principal amount of 5.650% Senior Notes due 2053 (the 2053 notes) and $2,750,000,000
aggregate principal amount of 5.750% Senior Notes due 2063 (the 2063 notes and, together with the 2025 notes, 2026 notes, 2028 notes, 2030 notes, 2033 notes, 2043 notes and the 2053 notes, the notes).
Interest on the notes will be payable in cash semi-annually in arrears on March 2 and September 2 of each year, beginning
September 2, 2023.
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 notes, at any time in whole or from time to time in part, at the redemption prices described in this prospectus supplement.
On December 11, 2022, we entered into a transaction agreement (the Transaction Agreement) pursuant to which a newly-formed
private limited company wholly owned by us will acquire the entire issued and to be issued ordinary share capital of Horizon Therapeutics plc (the Acquisition).
We plan to use the net proceeds of this offering, together with borrowing under the Term Loan Credit Facility (as defined herein) and cash on
hand to fund the Acquisition. This offering is not conditioned upon the completion of the Acquisition which, if completed, will occur subsequent to the closing of this offering. We will be required to redeem the notes of each series then
outstanding, other than the 2063 notes, under the circumstances and at the redemption prices set forth in this prospectus supplement under the heading Description of NotesSpecial Mandatory Redemption.
Investing in the notes involves risks that are described in the Risk Factors section of this
prospectus supplement beginning on page S-10.
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Per 2025 Note |
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Total |
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Per 2026 Note |
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Total |
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Per 2028 Note |
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Total |
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Per 2030 Note |
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Total |
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Per 2033 Note |
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Total |
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Per 2043 Note |
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Total |
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Per 2053 Note |
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Total |
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Per 2063 Note |
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Total |
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Public Offering Price(1) |
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99.934% |
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$ |
1,998,680,000 |
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100.000% |
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$ |
1,500,000,000 |
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99.826% |
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$ |
3,743,475,000 |
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99.769% |
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$ |
2,743,647,500 |
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99.685% |
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$ |
4,236,612,500 |
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99.441% |
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$ |
2,734,627,500 |
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99.856% |
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$ |
4,243,880,000 |
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99.072% |
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$ |
2,724,480,000 |
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Underwriting Discount |
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0.200% |
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$ |
4,000,000 |
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0.250% |
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$ |
3,750,000 |
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0.350% |
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$ |
13,125,000 |
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0.400% |
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$ |
11,000,000 |
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0.450% |
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$ |
19,125,000 |
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0.750% |
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$ |
20,625,000 |
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0.875% |
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$ |
37,187,500 |
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0.875% |
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$ |
24,062,500 |
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Proceeds, before expenses, to Amgen |
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99.734% |
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$ |
1,994,680,000 |
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99.750% |
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$ |
1,496,250,000 |
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99.476% |
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$ |
3,730,350,000 |
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99.369% |
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$ |
2,732,647,500 |
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99.235% |
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$ |
4,217,487,500 |
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98.691% |
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$ |
2,714,002,500 |
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98.981% |
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$ |
4,206,692,500 |
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98.197% |
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$ |
2,700,417,500 |
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(1) |
Plus accrued interest, if any, from March 2, 2023 if settlement occurs after that date.
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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 March 2, 2023.
Joint Book-Running Managers
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Citigroup
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BofA Securities
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Goldman Sachs & Co. LLC
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Mizuho
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(All Notes) |
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(All Notes) |
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(All Notes) |
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(All Notes) |
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BNP PARIBAS
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Credit Suisse
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Deutsche Bank Securities
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HSBC
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(2028, 2030 Notes) |
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(2033, 2043, 2053, 2063 Notes) |
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(2033, 2043, 2053, 2063 Notes) |
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(2043, 2053, 2063 Notes) |
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MUFG
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RBC Capital Markets
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SMBC Nikko
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Wells Fargo Securities
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(2028, 2030, 2033 Notes) |
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(2028, 2030 Notes) |
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(2025, 2053 Notes) |
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(2025, 2033 Notes) |
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Co-Managers* |
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BNP PARIBAS
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Credit Suisse
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Deutsche Bank Securities
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HSBC
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(2025, 2026, 2033, 2043, 2053, 2063 Notes) |
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(2025, 2026, 2028, 2030 Notes) |
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(2025, 2026, 2028, 2030 Notes) |
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(2025, 2026, 2028, 2030, 2033 Notes) |
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MUFG
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RBC Capital Markets
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SMBC Nikko
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Wells Fargo Securities
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(2025, 2026, 2043, 2053, 2063 Notes) |
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(2025, 2026, 2033, 2043, 2053, 2063 Notes) |
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(2026, 2028, 2030, 2033, 2043, 2063 Notes) |
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(2026, 2028, 2030, 2043, 2053, 2063 Notes) |
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Academy Securities
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AmeriVet Securities
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Blaylock Van, LLC
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Cabrera Capital Markets, LLC
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(All Notes) |
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(All Notes) |
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(All Notes) |
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(All Notes) |
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CastleOak Securities, L.P.
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Independence Point Securities LLC
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Penserra Securities
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R. Seelaus & Co., LLC
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(All Notes) |
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(All Notes) |
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(All Notes) |
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(All Notes) |
*Underwriters that are listed above as
Joint Book-Running Managers for a particular series of Notes are not also Co-Managers for that series of Notes
The date of
this prospectus supplement is February 15, 2023.