PROSPECTUS AMGEN RETIREMENT AND SAVINGS PLAN, AS AMENDED

PROSPECTUS AMGEN RETIREMENT AND SAVINGS PLAN, AS AMENDED THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. The date of this Prospectus is January 1, 2017 This Prospectus relates to Registration Statements on Form S-8 (Nos. 333-144581 and 33-39104) filed with the United States Securities and Exchange Commission ( Commission ) on July 13, 2007 and February 25, 1991, respectively, registering an aggregate of 7,300,000 shares of common stock, par value $.0001 per share (the Common Stock ) of Amgen Inc. ( Amgen, we, us or the Company ), that may be issuable from time to time under the Amgen Retirement and Savings Plan, as amended from time to time (the Plan ). This Prospectus may be used only in connection with offers and sales of our Common Stock under the Plan, and may not be used for reoffers or resales of our Common Stock. Persons who are not officers or directors of the Company, or otherwise deemed affiliates of the Company, however, may publicly resell shares of Common Stock acquired under the Plan. Persons who are officers or members of the Board of Directors of the Company (the Board ), or who are otherwise affiliates of the Company, may publicly resell shares acquired under the Plan only by compliance with Rule 144 of the Securities Act of 1933, as amended (the Securities Act ), or through a separate specific registration statement filed under the Securities Act. In connection with any offer contained in this Prospectus, no person has been authorized to give any information or to make any representations, other than the information and representations contained or incorporated by reference in this Prospectus, and if given or made such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities by anyone, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is provided by Amgen Inc. and is not provided by the Plan administrator or any Plan fiduciary. This Prospectus is separate from, and does not constitute part of, the Plan s Summary Plan Description ( SPD ). HOW THIS PROSPECTUS IS ORGANIZED In order to satisfy the legal requirements for registration statements under the Securities Act, we are required to provide certain information to you as part of the Prospectus. This information includes: (i) information regarding the Company; (ii) a summary description of how the Plan operates and the tax effects of your participation in the Plan; and (iii) information about the historical performance of the investment alternatives available under the Plan. We have elected to provide this information to you, in part, by incorporating information from other documents into this Prospectus. In accordance with the Commission s rules, we will provide you with certain of the documents that are incorporated by reference on a regular basis. A copy of these and all other documents that are incorporated by reference in this Prospectus are available without charge and upon request made to the Manager of Investor Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, California 91320-1799, telephone: (805) 447-1060. Information About The Company An important part of your participation in the Plan is understanding the Company, its products, operations and financial condition. Like any stockholder of the Company, you can keep yourself informed about the Company by reviewing reports and other documents that the Company prepares for stockholders and the general public. If you become a stockholder of the Company, you will be entitled to attend its stockholder meetings and to vote on the election of directors and other matters brought before the stockholders. The Company s Common Stock is traded on the NASDAQ Global Select Stock Market under the symbol AMGN. You should have already received a copy of Amgen s most recent annual report to stockholders either as a stockholder of the Company or via access on the Company s internal website. Whether or not you have already received the annual report to stockholders, you may always request a copy from the Company by contacting the Manager of Investor Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, California 91320-1799, telephone: (805) 447-1060. In addition, you may access the annual report to stockholders on the internal Amgen web site at http://www.amgen.com. The U.S. federal securities laws require the Company to provide information about its business and financial status in annual reports on Form 10-K, quarterly reports on Form 10-Qs and current reports on Form 8-K, which are filed with the Commission. The Company also prepares and files with the Commission a proxy statement in connection with its annual meeting of stockholders, which provides further information about the Company and its officers, directors and major stockholders. The Company makes available on its website (http://www.amgen.com), free of charge, copies of the Company s annual, quarterly, and current reports and amendments thereto as soon as reasonably practicable after filing or submitting such material electronically or otherwise filing it with the Commission. Recent Filings with the Commission Incorporated by Reference. The following documents, which 2

have been filed with the Commission by the Company, are hereby incorporated by reference in this Prospectus: A. The Company s Annual Report on Form 10-K for the fiscal year ended December 31 of last year; B. The Company s Quarterly Report on Form 10-Q for each of the quarters ended March 31, June 30 and September 30 for the current fiscal year, to the extent filed; C. The Company s Current Reports on Form 8-K filed with the Commission since commencement of the last fiscal year; D. The Company s most recent Proxy Statement filed with the Commission in connection with the Company s most recently ended fiscal year; and E. The description of the Company s Common Stock contained in the Registration Statement on Form 8-A filed on September 7, 1983, including any amendment or report filed for the purpose of updating that description. Please note that the Company s fiscal year runs from January 1 to December 31. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Security Exchange Act of 1934 (the Exchange Act ) prior to the filing of any post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Prospectus and are a part hereof from the date of filing such documents. Current Reports on Form 8-K that are not filed but are furnished by the Company under the Commission s rules are not incorporated into this Prospectus. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that is incorporated by reference herein modifies or supersedes such statement. S-8 Registration Statement. The Company has filed Registration Statements on Form S-8 with the Commission (Registration Nos. 33-39104 and 333-144581) under the Securities Act of 1933 covering the shares of our Common Stock covered by this Prospectus (the Registration Statements ). This Prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information about us and the securities offered by this Prospectus, please refer to the Registration Statements and the exhibits thereto. Copies of SEC Filings Available. As noted above, the Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information with the Commission. Also, the Company has filed the Registration Statements noted above. Such Registration Statements, reports, proxy statements and other information also can be inspected and copied (at prescribed rates) at the public reference facility maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549-5100. The Registration Statements, and electronic reports, proxy statements and other information that we file through the Commission s Electronic Data Gathering, Analysis and Retrieval system ( EDGAR ) are also publicly available through the Commission s Web site (http://www.sec.gov). Additional updating information with respect to the Company s Common Stock may be provided in the future to participants by means of appendices to the Prospectus or delivery of other documents. 3

Information About Material Terms of the Plan and the Tax Consequences of Participation The Commission s rules require that we provide a summary description of the material terms of the Plan, including a summary of the tax consequences of participation in the Plan and any restrictions on resale of the shares of the Company s Common Stock acquired under the Plan. All of this information is in the Summary Plan Description of the Plan, as the same may be amended and restated from time to time ( SPD ). The SPD is hereby incorporated by reference into, and thus is considered a part of, this Prospectus. The Prospectus, however, does not form a part of, and is not incorporated into, the SPD. Information About Historical Performance of the Investment Alternatives The Commission s rules require that we provide a summary description of the investment alternatives under the Plan and their historical performance, material terms of the Plan, including a summary of the tax consequences of participation in the Plan and any restrictions on resale of the shares of the Company s Common Stock acquired under the Plan. Appendix A to this Prospectus contains information regarding the historical rates of return for the Asset Classes, including our Common Stock, that are available as investment alternatives under the Plan. These Asset Classes are described in the SPD. The SPD is incorporated by reference into, and thus is considered a part of, this Prospectus. The Prospectus, however, does not form a part of, and is not incorporated into, the SPD. We will provide updated information on the historical performance of the investments alternatives on an annual basis through distribution of an updated Appendix A. Profiles, descriptions and components of the various Asset Classes and updated historical performance data are available and accessible at www.benefits.ml.com. 4

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. APPENDIX A Historical Performance Data Regarding Asset Classes Quarter Ending 12/31/2016 The historical rates of return reflected in this table are presented for illustrative purposes only, to provide you with a general indication of each fund s earning potential relative to market conditions. Please read the appropriate company and/or fund prospectus for each of the investments for important additional details. Past performance is not indicative of future returns. Actual returns may vary as a result of the timing of your contributions, fees and other Plan expenses. Additional information about the components of each Asset Class and the most recent historical performance data is accessible at www.benefits.ml.com. Asset Class Benchmark Limitations Average Annual Total Return % 1 Yr 3 Yr 5 Yr 10 Yr Since Inception Inception Date Annual Gross Expense Ratio As a % Per $1,000 Capital Preservation(1) Inflation Protection(2) Fixed Income Index(4) 1.75% 1.57% 1.75% N/A 2.33% 10/1/2008 0.33 $3.30 4.71% 2.26% 0.86% N/A 3.62% 10/1/2008 0.02 $0.20 2.52% 3.02% N/A N/A 2.71% 7/1/2013 0.03 $0.30 Fixed Income(2) 2.61% 3.09% 2.46% N/A 4.75% 10/1/2008 0.22 $2.20 Large Cap Index 11.95% 8.85% 14.66% N/A 10.81% 10/1/2008 0.01 $0.10 Large Cap Value 17.44% 6.49% 14.66% N/A 9.66% 10/1/2008 0.48 $4.80 Large Cap Growth -2.76% 3.86% 12.13% N/A 9.00% 10/1/2008 0.44 $4.40 Small-Mid Cap Index(2) Small-Mid Cap Value(2) Small-Mid Cap Growth(2) 15.93% 6.35% 14.46% N/A 14.27% 10/1/2008 0.03 $0.30 21.55% 4.28% 14.25% N/A 11.82% 10/1/2008 0.63 $6.30 5.95% 2.50% 11.93% N/A 9.56% 10/1/2008 0.83 $8.30 REIT Index 7.93% 12.25% 11.05% N/A 8.07% 10/1/2008 0.10 $1.00 International Index(4) International Value(2) International Growth(2) 4.69% -1.63% N/A N/A 2.54% 7/1/2013 0.06 $0.60 8.00% -0.16% 8.37% N/A 5.52% 10/1/2008 0.50 $5.00-4.28% -2.84% 6.37% N/A 2.75% 10/1/2008 0.77 $7.70 5

High Yield(2) 14.55% 4.72% 7.57% N/A 9.48% 10/1/2008 0.53 $5.30 Emerging Markets Equity(2) Other: Amgen Inc. Common Stock 21.84% -0.64% 2.45% N/A 4.09% 10/1/2008 0.49 $4.90-7.55% 11.01% 20.31% 9.12% N/A N/A N/A N/A 1. Participants may not transfer funds from the Capital Preservation Asset Class directly into Self-Direct Brokerage. If you wish to transfer funds from the Capital Preservation Asset Class into Self-Direct Brokerage, you must first move those funds into a different Plan investment option for at least 90 days. After 90 days, you are free to move those funds into Self-Direct Brokerage and purchase other investments. 2. The Plan has repurchase restrictions whereby participants are prohibited from transferring funds into these Asset Classes for 30 days after the date the funds were transferred out of that same Asset Class. The repurchase restriction will not apply if transfers are made as the result of portfolio rebalancing by Merrill Lynch Advice Access. The repurchase restriction will not affect your ability to make loan repayments, transact withdrawals from your Plan Account, make investment exchanges out of the Asset Class, or continue to make payroll contributions. 3. If you choose to sell your investment in the Amgen Common Stock Fund, you will be subject to a three (3) day settlement period before your contributions are transferred to another investment option. However, if you move or transfer funds from an investment option into the Amgen Common Stock Fund, your funds will immediately purchase shares of the Company s Common Stock and you will not be subject to a three (3) day settlement period. Pursuant to the Company s Insider Trading Policy, it is not permitted to change your investment election regarding ongoing payroll contributions into the Amgen Inc. Common Stock Fund or to make transfers of an existing account balance into or out of the Amgen Inc. Common Stock Fund into another investment option while you are in possession of material non-public information about the Company at that time. See the SPD for more details. In addition: 1) a maximum of 20% of your ongoing contributions can be invested in the Amgen Inc. Common Stock Fund; 2) a maximum of 20% of your Rollover Contributions can be invested in the Amgen Inc. Common Stock Fund; and 3) once 20% of your total Plan Account balance is represented by the Amgen Inc. Common Stock Fund (including reinvestment of dividends paid on the Company s Common Stock in the Amgen Inc Common Stock Fund), you will not be able to transfer funds from any other investment alternative into the Amgen Inc. Common Stock Fund. See the SPD for more details Further, your investments in the Amgen Common Stock Fund will be subject to such restrictions as the Company may deem necessary or desirable to assure compliance with applicable legal requirements, including, but not limited to, the right to require you to comply with any timing or other restrictions with respect to transactions involving the Amgen Common Stock Fund, including a window-period limitation, as may be imposed in the sole discretion of the Company, or other requirement arising from compliance with any applicable securities laws. 4. This is a new investment option and performance measurement began at inception on July 1, 2013. Additionally, the Plan has repurchase restrictions whereby participants are prohibited from transferring funds into these Asset Classes for 30 days after the date the funds were transferred out of that same Asset Class. The repurchase restriction will not apply if transfers are made as the result of portfolio rebalancing by Merrill Lynch Advice Access. The repurchase restriction will not affect your ability to make loan repayments, transact withdrawals from your Plan Account, make investment exchanges out of the Asset Class, or continue to make payroll contributions. Your Risk: As with any investment, there are risks involved with each of the investment alternatives. Each alternative offers its own risk and potential return. No assurances can be given that investment losses will not occur in connection with any of the investment alternatives. While certain historical information concerning the past performance is described above, none of the investment alternatives are insured or guaranteed by the Company, the U.S. government or any other entity, and past performance is not necessarily indicative of future performance. 6