(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Amgen Center Drive

Thousand Oaks, CA

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Acquisition-related expenses: Acquisition-related charges are primarily amortization of purchased intangible assets including developed product technology rights, licensing rights, R&D technology rights, and marketing-related rights purchased in connection with business acquisitions. The Company incurs charges related to the amortization of these intangibles, and those charges are included in the Company’s Condensed Consolidated Financial Statements. Amortization charges for purchased intangible assets are significantly impacted by the timing and magnitude of the Company’s acquisitions and product approvals as they relate to in-process R&D projects acquired. Accordingly, these charges may vary in amount from period to period. The Company excludes these charges for purposes of calculating the non-GAAP financial measures presented to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to past operating performance. The Company believes that excluding the non-cash amortization of intangible assets acquired in business combinations treats those assets as if the Company had developed them internally in the past and, thus, provides a supplemental measure of profitability in which the Company’s acquired intellectual property is treated in a comparable manner to its internally developed intellectual property.

Net charges pursuant to the Company’s restructuring initiative: Restructuring costs are primarily related to facilities charges, including accelerated depreciation, and severance and benefits for employees terminated pursuant to the transformation and process improvement efforts. Restructuring costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although the Company may incur these types of expenses in the future, it believes that eliminating these charges for purposes of calculating the non-GAAP financial measures provides a supplemental evaluation of the Company’s current operating performance and facilitates comparisons to past operating performance.

Other Items: The Company also adjusts GAAP financial results for expenses associated with judgments and/or settlements for legal proceedings discussed in our filings. The Company is excluding these expenses for the purpose of calculating the non-GAAP financial measures presented because the Company believes these items are outside the ordinary course of business. The Company believes eliminating these expenses provides a supplemental evaluation of the Company’s current operating performance and facilitates comparisons to past operating performance.

The tax effect of the adjustments between GAAP and non-GAAP results take into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact at the U.S. marginal tax rate for certain adjustments, including the majority of amortization of intangible assets, whereas the tax impact of other adjustments, including restructuring expense, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rate(s) in those jurisdictions.

Exhibit

Number

Document Description

AMGEN INC.

Date: October 25, 2017

By:

/s/ David W. Meline

Name:

David W. Meline

Title:

Executive Vice President and Chief Financial Officer

News Release

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

Telephone 805-447-1000

www.amgen.com

Total revenues decreased 1 percent versus the third quarter of 2016 to $5.8 billion.

GAAP earnings per share (EPS) increased 3 percent to $2.76.

GAAP operating income decreased 3 percent to $2.4 billion and GAAP operating margin decreased 1.1 percentage points to 44.7 percent.

GAAP EPS and operating income were impacted by non-cash charges associated with the Company’s decision to discontinue internal development of AMG 899, an oral CETP inhibitor.

Non-GAAP EPS increased 8 percent to $3.27 driven by higher operating margins.

Non-GAAP operating income increased 4 percent to $3.0 billion and non-GAAP operating margin increased 2.7 percentage points to 55.6 percent.

Hurricane recovery efforts are well underway at our Puerto Rico manufacturing facility with no expected impact on product supply; expected 2017 EPS impact of $0.15 to $0.18.

2017 GAAP EPS guidance revised to $10.96-$11.20 and non-GAAP EPS guidance increased to $12.50-$12.70; total revenues guidance revised to $22.7-$23.0 billion.

The Company generated $3.3 billion of free cash flow in the third quarter of 2017.

Total Revenues

GAAP Operating Income

GAAP Net Income

GAAP EPS

Non-GAAP Operating Income

Non-GAAP Net Income

Non-GAAP EPS

Total product sales decreased 1 percent for the third quarter of 2017 versus the third quarter of 2016.

Repatha^® (evolocumab) sales increased driven by higher unit demand. Quarter over quarter sales growth was tempered by changes in inventory and accounting adjustments that benefited the second quarter of 2017.

BLINCYTO^® (blinatumomab) sales increased 79 percent driven by higher unit demand.

Prolia^® (denosumab) sales increased 22 percent driven primarily by higher unit demand.

KYPROLIS^® (carfilzomib) sales increased 13 percent driven by higher unit demand, offset partially by net selling price.

Sensipar/Mimpara^® (cinacalcet) sales increased 10 percent driven primarily by net selling price.

Nplate^® (romiplostim) sales increased 5 percent driven by higher unit demand and net selling price.

Vectibix^® (panitumumab) sales increased 2 percent driven by higher unit demand.

XGEVA^® (denosumab) sales decreased 2 percent driven by lower unit demand from a shift in timing of purchases by some large customers, offset partially by net selling price.

Aranesp^® (darbepoetin alfa) sales decreased 3 percent driven by unfavorable changes in foreign exchange rates and lower unit demand.

Enbrel^® (etanercept) sales decreased 6 percent driven primarily by lower unit demand and, to a lesser extent, lower net selling price, offset partially by favorable changes in inventory.

Neulasta^® (pegfilgrastim) sales decreased 6 percent driven by lower unit demand from a shift in timing of purchases by some large customers and small declines in the use of myelosuppressive chemotherapy regimens.

EPOGEN^® (epoetin alfa) sales decreased 21 percent driven primarily by unfavorable changes in net selling price and inventory.

NEUPOGEN^® (filgrastim) sales decreased 25 percent driven by the impact of competition.

Repatha^®

BLINCYTO^®

Prolia^®

KYPROLIS^®

Sensipar^® / Mimpara^®

Nplate^®

Vectibix^®

XGEVA^®

Aranesp^®

Enbrel^®

Neulasta^®

EPOGEN^®

NEUPOGEN^®

Other**

Total product sales

Change in excess of 100%

Other includes Bergamo, MN Pharma, IMLYGIC^®, Corlanor^®, and Parsabiv™

Total Operating Expenses increased 2 percent. All expense categories reflected savings from our transformation and process improvement efforts, which were more than offset by non-cash charges associated with the Company’s decision to discontinue internal development of AMG 899, an oral CETP inhibitor. Cost of Sales margin improved by 0.4 percentage points driven by a reduction in intangible asset amortization and manufacturing efficiencies, offset partially by the impact of Hurricane Maria. Research & Development (R&D) expenses decreased 11 percent driven by lower external business development expense and lower spending required to support certain later-stage clinical programs. Selling, General & Administrative (SG&A) expenses decreased 6 percent due to the expiration of ENBREL residual royalty payments, offset partially by investments in product launches. Other expenses increased due to the aforementioned AMG 899 decision, resulting in an impairment of an intangible asset and the release of contingent consideration liabilities associated with the 2015 acquisition of Dezima Pharma B.V.

Operating Margin decreased by 1.1 percentage points to 44.7 percent.

Tax Rate improved 1.5 percentage points due primarily to favorable changes in the geographic mix of earnings and net charges related to the Company’s decision to discontinue internal development of AMG 899, offset partially by adjustments to certain federal tax credits and deductions.

Total Operating Expenses decreased 5 percent, with all expense categories reflecting savings from our transformation and process improvement efforts. Cost of Sales margin increased by 0.5 percentage points driven primarily by the impact of Hurricane Maria, offset partially by manufacturing efficiencies. R&D expenses decreased 11 percent driven by lower external business development expense and lower spending required to support certain later-stage clinical programs. SG&A expenses decreased 6 percent due to the expiration of ENBREL residual royalty payments, offset partially by investments in product launches.

Operating Margin improved by 2.7 percentage points to 55.6 percent.

Tax Rate increased 0.5 percentage points primarily due to adjustments to certain federal tax credits and deductions, offset partially by favorable changes in the geographic mix of earnings.

Cost of Sales

% of product sales

Research & Development

% of product sales

Selling, General & Administrative

% of product sales

Other

TOTAL Operating Expenses

Operating Margin

operating income as a % of product sales

Tax Rate

Change in excess of 100%

The Company generated $3.3 billion of free cash flow in the third quarter of 2017 versus $2.5 billion in the third quarter of 2016, the difference driven by improved collections and lower cash expenditures.

The Company’s third quarter 2017 dividend of $1.15 per share was paid on Sept. 8, 2017, a 15 percent increase versus the third quarter of 2016.

During the third quarter, the Company repurchased 4.4 million shares of common stock at a total cost of $0.8 billion. In October 2017, the Company’s Board of Directors approved an increase in the remaining share repurchase authorization for an aggregate authorization of $5 billion.

Operating Cash Flow

Capital Expenditures

Free Cash Flow

Dividends Paid

Share Repurchase

Avg. Diluted Shares (millions)

Cash and Investments

Debt Outstanding

Stockholders’ Equity

Total revenues in the range of $22.7 billion to $23.0 billion.

Previously, the Company expected total revenues in the range of $22.5 billion to $23.0 billion.

On a GAAP basis, EPS in the range of $10.96 to $11.20 and a tax rate in the range of 15.5 percent to 16.5 percent.

Previously, the Company expected GAAP EPS in the range of $10.79 to $11.37, and tax rate in the range of 16 percent to 18 percent.

On a non-GAAP basis, EPS in the range of $12.50 to $12.70 and a tax rate in the range of 18.0 percent to 19.0 percent.

Previously, the Company expected non-GAAP EPS in the range of $12.15 to $12.65, and tax rate in the range of 18.5 percent to 19.5 percent.

Clinical Program

Indication

Projected Milestone

Repatha

Tezepelumab

KYPROLIS

Relapsed or refractory

multiple myeloma

Regulatory reviews (ENDEAVOR OS data)

Regulatory submissions (ASPIRE OS data)

XGEVA

Prevention of SREs in

multiple myeloma

Prolia

Glucocorticoid-induced

osteoporosis

EVENITY™(romosozumab)

Postmenopausal

osteoporosis

Aimovig™ (erenumab)

ABP 215

(biosimilar bevacizumab)

ABP 980

(biosimilar trastuzumab)

In July, the U.S. Food and Drug Administration (FDA) granted priority review for Amgen’s supplemental Biologics License Application (sBLA) to include risk reduction of major cardiovascular events based on data from the large Repatha cardiovascular outcomes study. The FDA has set a Prescription Drug User Fee Act (PDUFA) target action date of Dec. 2, 2017.

A Phase 3 study of Repatha on top of maximally tolerated statin therapy in type 2 diabetic patients with hypercholesterolemia met its co-primary endpoints of the percent reduction from baseline in LDL-C at week 12, and the mean percent reduction from baseline in LDL-C at weeks 10 and 12, with no new safety findings.

In September, positive results from a Phase 2b study of tezepelumab in patients with uncontrolled asthma were published in the New England Journal of Medicine and presented at the European Respiratory Society International Congress.

In August, the FDA accepted for review a supplemental New Drug Application to include overall survival data from the Phase 3 head-to-head ENDEAVOR study, with a PDUFA target action date of April 30, 2018.

At a pre-specified interim analysis, a Phase 3 study of Kyprolis administered at 70 mg/m² weekly with dexamethasone versus 27 mg/m² twice weekly with dexamethasone successfully met its progression-free survival primary endpoint of superior efficacy of the 70 mg/m² weekly regimen in relapsed and refractory multiple myeloma patients, with no new safety findings.

After a recommendation by the data safety monitoring committee, a Phase 3 post-marketing requirement study to evaluate the safety and efficacy of Aranesp in anemic patients with advanced non-small cell lung cancer receiving multi-cycle chemotherapy was stopped early. The study successfully met its primary endpoint of non-inferiority in overall survival compared to placebo, with no new safety findings.

In October, the FDA accepted for review the sBLA for the treatment of patients with glucocorticoid-induced osteoporosis, with a PDUFA target action date of May 28, 2018.

In September, results were published from the Phase 3 ARCH study in postmenopausal women with osteoporosis demonstrating superior fracture reduction with EVENITY followed by alendronate, compared to alendronate alone, with additional details on the observed cardiovascular safety signal. The Company is currently evaluating all EVENITY Phase 3 data to ensure a comprehensive understanding of the cardiovascular safety results, and will be working in close collaboration with the FDA within the timeline of the complete response letter received in July 2017.

In September, a Phase 2 study evaluating the efficacy and safety of AMG 301 for migraine prevention began enrollment. AMG 301 is a human monoclonal antibody that inhibits the PAC1 receptor.

In September, the FDA approved MVASI for all eligible indications of the reference product, Avastin^® (bevacizumab).

In September, the FDA accepted for review a Biologics License Application for ABP 980, a biosimilar candidate to Herceptin^® (trastuzumab). The FDA has set a Biosimilar User Fee Act target action date of May 28, 2018.

Revenues:

Product sales

Other revenues

Total revenues

Operating expenses:

Cost of sales

Research and development

Selling, general and administrative

Other

Total operating expenses

Operating income

Interest expense, net

Interest and other income, net

Income before income taxes

Provision for income taxes

Net income

Earnings per share:

Basic

Diluted

Weighted average shares used in calculation of earnings per share:

Basic

Diluted

Assets

Current assets:

Cash, cash equivalents and marketable securities

Trade receivables, net

Inventories

Other current assets

Total current assets

Property, plant and equipment, net

Intangible assets, net

Goodwill

Other assets

Total assets

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

Short-term borrowings and current portion of long-term debt

Total current liabilities

Long-term debt

Long-term deferred tax liabilities

Long-term tax liabilities

Other noncurrent liabilities

Stockholders’ equity

Total liabilities and stockholders’ equity

Shares outstanding

GAAP cost of sales

Adjustments to cost of sales:

Acquisition-related expenses (a)

Certain net charges pursuant to our restructuring initiative

Total adjustments to cost of sales

Non-GAAP cost of sales

GAAP cost of sales as a percentage of product sales

Acquisition-related expenses (a)

Certain net charges pursuant to our restructuring initiative

Non-GAAP cost of sales as a percentage of product sales

GAAP research and development expenses

Adjustments to research and development expenses:

Acquisition-related expenses (a)

Certain net charges pursuant to our restructuring initiative

Total adjustments to research and development expenses

Non-GAAP research and development expenses

GAAP research and development expenses as a percentage of product sales

Acquisition-related expenses (a)

Certain net charges pursuant to our restructuring initiative

Non-GAAP research and development expenses as a percentage of product sales

GAAP selling, general and administrative expenses

Adjustments to selling, general and administrative expenses:

Acquisition-related expenses (b)

Certain net charges pursuant to our restructuring initiative

Other

Total adjustments to selling, general and administrative expenses

Non-GAAP selling, general and administrative expenses

GAAP selling, general and administrative expenses as a percentage of product sales

Acquisition-related expenses (b)

Certain net charges pursuant to our restructuring initiative

Other

Non-GAAP selling, general and administrative expenses as a percentage of product sales

GAAP operating expenses

Adjustments to operating expenses:

Adjustments to cost of sales

Adjustments to research and development expenses

Adjustments to selling, general and administrative expenses

Certain net charges pursuant to our restructuring initiative (c)

Expense related to various legal proceedings

Acquisition-related adjustments (d)

Total adjustments to operating expenses

Non-GAAP operating expenses

GAAP operating income

Adjustments to operating expenses

Non-GAAP operating income

GAAP operating income as a percentage of product sales

Adjustments to cost of sales

Adjustments to research and development expenses

Adjustments to selling, general and administrative expenses

Certain net charges pursuant to our restructuring initiative (c)

Expense related to various legal proceedings

Acquisition-related adjustments (d)

Non-GAAP operating income as a percentage of product sales

GAAP income before income taxes

Adjustments to operating expenses

Non-GAAP income before income taxes

GAAP provision for income taxes

Adjustments to provision for income taxes:

Income tax effect of the above adjustments to operating expenses (e)

Other income tax adjustments (f)

Total adjustments to provision for income taxes

Non-GAAP provision for income taxes

GAAP tax rate as a percentage of income before taxes

Adjustments to provision for income taxes:

Income tax effect of the above adjustments to operating expenses (e)

Other income tax adjustments (f)

Total adjustments to provision for income taxes

Non-GAAP tax rate as a percentage of income before taxes

GAAP net income

Adjustments to net income:

Adjustments to income before income taxes, net of the income tax effect

Other income tax adjustments (f)

Total adjustments to net income

Non-GAAP net income

Net income

Weighted-average shares for diluted EPS

Diluted EPS

Net income

Weighted-average shares for diluted EPS

Diluted EPS

The adjustments related primarily to non-cash amortization of intangible assets acquired in business combinations.

The adjustments related primarily to non-cash amortization of intangible assets acquired in business combinations. For the nine months ended September 30, 2016, the adjustment also included a $73-million charge resulting from the reacquisition of Prolia^®, XGEVA^® and Vectibix^® license agreements in certain markets from Glaxo Group Limited.

For the nine months ended September 30, 2017, the adjustment related primarily to severance expenses associated with our restructuring initiative.

For the three and nine months ended September 30, 2017, the adjustments related primarily to net charges associated with the discontinuance of the internal development of AMG 899.

The tax effect of the adjustments between our GAAP and non-GAAP results takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact at the U.S. marginal tax rate for certain adjustments, including the majority of amortization of intangible assets, whereas the tax impact of other adjustments, including restructuring expense, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rate(s) in those jurisdictions. Due to these factors, the effective tax rates for the adjustments to our GAAP income before income taxes, for the three and nine months ended September 30, 2017, were 34.3% and 32.0%, respectively, compared with 32.6% and 32.2% for the corresponding periods of the prior year.

The adjustments related to certain acquisition items and prior period items excluded from GAAP earnings.

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Net cash provided by operating activities

Capital expenditures

Free cash flow

GAAP diluted EPS guidance

Known adjustments to arrive at non-GAAP*:

Acquisition-related expenses

Restructuring charges

Tax adjustments

Non-GAAP diluted EPS guidance

The known adjustments are presented net of their related tax impact which amount to approximately $0.72 per share, in the aggregate.

The adjustments relate primarily to non-cash amortization of intangible assets acquired in prior year business combinations, as well as charges associated with the discontinuance of the internal development of AMG 899.

The adjustments relate to certain prior period items excluded from GAAP earnings.

GAAP tax rate guidance

Tax rate effect of known adjustments discussed above

Non-GAAP tax rate guidance