China or other such markets may also be adversely affected. See our Annual Report on Form 10-K for the year ended December 31, 2020, Part I, Item 1A.
Risk FactorsOur sales and operations are subject to the risks of doing business internationally, including in emerging markets.
The rapid development and fluidity of the pandemic preclude any prediction as to the ultimate effect of
COVID-19 on us. The duration of the measures being taken by the authorities to mitigate against the spread of COVID-19 (including the distribution and/or availability of
vaccines), and the extent to which such measures are effective, if at all, remain highly uncertain. The magnitude and degree of COVID-19s adverse effect on our business (including our product
development, product sales, operating results and resulting cash flows) and financial condition will be driven by the severity and duration of the pandemic, the pandemics effect on the United States and global economies and the timing, scope
and effectiveness of federal, state, local and international governmental responses to the pandemic. If mitigation of the pandemic continues to require further
shelter-in-place and shut-down orders and/or restrictions on individual and/or group conduct, any adverse effects of the COVID-19
pandemic will likely grow and could be enduring and our business and financial position could be materially adversely affected.
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 subsidiarys 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 the 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.
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