8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

April 21, 2005
Date of Report (Date of earliest event reported)

AMGEN INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 000-12477
(Commission
File Number) 95-3540776
(I.R.S. Employer
Identification Number)

Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA
(Address of principal executive offices) 91320-1799
(Zip Code)

805-447-1000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ 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 CFR2 40.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Item 8.01. Other Events.

On April 21, 2005, Amgen Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three months ended March 31, 2005. Set forth on the attached Exhibit 99.1 which is incorporated herein by reference are the Company’s (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, (ii) Product Sales Detail for the three months ended March 31, 2005 and 2004, and (iii) Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004.

As previously announced on April 6, 2005, the Company is conducting an exchange offer under which it is offering to exchange new Zero Coupon Convertible Notes due 2032 for all of its currently outstanding Liquid Yield Option Notes due 2032. The exchange offer is currently set to expire on May 4, 2005. In light of the ongoing exchange offer, the Company has elected to “file” the information contained in this report, and such information will be deemed incorporated by reference into any filing of Amgen Inc. with the SEC, whether made before or after the date hereof.

Item 9.01. Financial Statements and Exhibits.

The following exhibit will be deemed “filed” and incorporated by reference into any filing of Amgen Inc. with the SEC, whether made before or after the date hereof.

Exhibit No.	Description
99.1	Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, Product Sales Detail for the three months ended March 31, 2005 and 2004, and Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMGEN INC.
Date: April 21, 2005	By:	/s/ Richard D. Nanula
		Name:	Richard D. Nanula
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Document Description
99.1	Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, Product Sales Detail for the three months ended March 31, 2005 and 2004, and Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004.

EX-99.1

EXHIBIT 99.1

Filed by Amgen Inc.

  Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the Securities Act of 1934

  Subject Company: Amgen Inc.

  Commission File No. 000-12477

  Amgen Inc.

  Registration Statement on Form S-4
Registration No. 333-123293

Amgen Inc.
Condensed Consolidated Statements of Operations — GAAP
(In millions, except per share data)
(Unaudited)

	Three Months Ended
	March 31,
	2005			2004
Revenues:
Product sales	$	2,735		$	2,208
Other revenues		98			135
Total revenues		2,833			2,343
Operating expenses:
Cost of sales (excludes amortization of acquired intangible assets presented below)		489			373
Research and development		524			441
Selling, general and administrative		577			517
Amortization of intangible assets		87			84
Total operating expenses		1,677			1,415
Operating income		1,156			928
Interest and other (expense)/income, net		(10	)		21
Income before income taxes		1,146			949
Provision for income taxes		292			259
Net income	$	854		$	690
Earnings per share:
Basic	$	0.68		$	0.54
Diluted (1)	$	0.67		$	0.52
Shares used in calculation of earnings per share:
Basic		1,249			1,279
Diluted (1)		1,290			1,332

(1)   The following table presents the computations for diluted earnings per share computed under the treasury stock and the “if-converted” methods:

	Three Months Ended
	March 31, 2005
	2005		2004
Income (Numerator):
Net income for basic EPS	$	854	$	690
Adjustment for interest expense on Convertible Notes, net of tax		5		5
Net income for diluted EPS, after assumed conversion of Convertible Notes	$	859	$	695
Shares (Denominator):
Weighted-average shares for basic EPS		1,249		1,279
Effect of Dilutive Securities		11		18
Effect of Convertible Notes, after assumed conversion of Convertible Notes		30		35
Weighted-average shares for diluted EPS		1,290		1,332
Diluted earnings per share	$	0.67	$	0.52

Amgen Inc.
Product Sales Detail by Product and Geographic Region
(In millions)
(Unaudited)

	Three Months Ended
	March 31,
	2005		2004
EPOGEN® — U.S.	$	583	$	590
Aranesp® — U.S.		447		330
Aranesp® — International		276		213
Neulasta® — U.S.		416		336
Neulasta® — International		85		59
NEUPOGEN® — U.S.		182		172
NEUPOGEN® — International		112		97
ENBREL® — U.S.		570		382
ENBREL® — International		22		15
Other product sales — U.S.		33		8
Other product sales — International		9		6
Total product sales	$	2,735	$	2,208
U.S.	$	2,231	$	1,818
International		504		390
	$	2,735	$	2,208

Amgen Inc.
Condensed Consolidated Balance Sheets — GAAP
(In millions)
(Unaudited)

	March 31,			December 31,
	2005			2004
Assets
Current assets:
Cash and marketable securities	$	4,035		$	5,808
Trade receivables, net		1,584			1,461
Inventories		932			888
Other current assets		873			1,013
Total current assets		7,424			9,170
Property, plant, and equipment, net		4,790			4,712
Intangible assets, net		3,965			4,033
Goodwill		10,519			10,525
Other assets		722			781
Total assets	$	27,420		$	29,221
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	3,034		$	2,984
Convertible notes		1,744	(2)		1,173	(1)
Total current liabilities		4,778			4,157
Deferred tax liabilities		1,280			1,294
Convertible notes		—			1,739	(2)
Other long-term debt		2,198			2,198
Other non-current liabilities		124			128
Stockholders’ equity		19,040			19,705
Total liabilities and stockholders’ equity	$	27,420		$	29,221
Shares outstanding		1,237			1,260

(1)	On March 2, 2005, as a result of certain holders of the Convertible Notes exercising their March 1, 2005 put option, the Company repurchased $1,175 million, or approximately 40%, of the outstanding Convertible Notes at their then-accreted value for cash. Accordingly the Convertible Notes repurchased were classified as current liabilities.
(2)	Holders of the remaining outstanding Convertible Notes may require the Company to purchase all or a portion of the notes on specific dates as early as March 1, 2006 at the original issuance price plus accrued original issue discount through the purchase date. Accordingly, as of March 31, 2005, the Convertible Notes have been reclassified from long-term debt to current liabilities.