DocuSign Envelope ID: D73A1CBD-4E40-4464-ADCF-44BD5C3ACB08
Form 8937 | Report of Organizational Actions | |||||||||||
Affecting Basis of Securities | OMB No. 1545-0123 | |||||||||||
(December 2017) | ||||||||||||
Department of the Treasury | ▶ See separate instructions. | |||||||||||
Internal Revenue Service | ||||||||||||
Part I | Reporting | Issuer | ||||||||||
1 Issuer's name | 2 Issuer's employer identification number (EIN) | |||||||||||
Amgen Inc. | 95-3540776 | |||||||||||
3 Name of contact for additional information | 4 Telephone No. of contact | 5 Email address of contact | ||||||||||
Investor Relations | 805-447-1000 | investor.relations@amgen.com | ||||||||||
6 Number and street (or P.O. box if mail is not delivered to street address) of contact | 7 City, town, or post office, state, and ZIP code of contact | |||||||||||
One Amgen Center Dr. | Thousand Oaks, CA 91320 | |||||||||||
8 Date of action | 9 | Classification and description | ||||||||||
August 17, 2020 | Debt-for-Debt Exchange | |||||||||||
10 CUSIP number | 11 Serial number(s) | 12 Ticker symbol | 13 | Account number(s) | ||||||||
See Below | AMGN |
Part II Organizational Action Attach additional statements if needed. See back of form for additional questions.
14 Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for
the action ▶ On July 30, 2020 Amgen announced the commencement of separate private offers to exchange ("Exchange Offer")
certain specified series of its outstanding senior notes (the "Old Notes") for a combination of a cash payment and new Senior Notes due
2053 (the "New Notes"). The Exchange Offer expired on August 26, 2020. The exchange offer was settled on August 17, 2020. The price of
the New Notes were determined on August 13, 2020. See Confidential Offering Circular ("OC") dated July 30, 2020 for the terms of the
exchange offer and the CUSIP/ISIN numbers of each debt tranche.
Exchanged for New Notes:
CUSIP 031162AY6 | CUSIP 031162BH2 |
CUSIP 031162AW0 | CUSIP 031162BP4 |
CUSIP 031162BA7 | CUSIP 031162BK5 |
CUSIP 031162BC3 |
15 Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis ▶ See the offering circular for the determination of taxable income, issue price, and tax basis.
With respect to the exchange of the Old Notes for the New Notes, we intend to take the position that the issue price of the New Notes
is equal to the fair market value of such New Notes on August 17, 2020, the settlement date, and have determined the issue price for the New
Notes is $994.4075 per $1,000 principal of New Notes. A holder's tax basis in each New Note received in exchange for an Old Note should be
bifurcated as follows: (i) with respect to the portion (if any) of the New Note attributable to the excess principal amount allocable to such New
Note, a holder should have a tax basis equal to the fair market value of the excess principal amount so allocable; and (ii) with respect to the
remaining portion of such New Note (including any fractional New Note deemed received), the holder should have a tax basis equal to the
holder's tax basis in such Old Note increased by any gain the holder recognized in the exchange (other than gain in respect of fractional New
Notes) and decreased by the sum of cash the holder received in the exchange (other than amounts received in lieu of fractional New Notes)
and the fair market value of the excess principal amount allocable to such New Note.
16 Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the
valuation dates ▶ The calculation of the change in basis is described in Line 15. We determined the issue price of the New Notes as of
August 17, 2020 of 0.9944075 by taking the average of trades on August 18, 2020 and August 19, 2020.
For Paperwork Reduction Act Notice, see the separate Instructions. | Cat. No. 37752P | Form 8937 (12-2017) |
DocuSign Envelope ID: D73A1CBD-4E40-4464-ADCF-44BD5C3ACB08
Form 8937 (12-2017) | Page 2 | |
Part II | Organizational Action (continued) | |
17 List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based ▶ | Sections 354(a)(1) & (2), | |
Section 356(d)(2)(B), Section 358(a), Section 368(a)(1)(E), Section 1001, Section 1273. | ||
18 Can any resulting loss be recognized? ▶ No.
19 Provide any other information necessary to implement the adjustment, such as the reportable tax year ▶ The exchange occurred during calendar year 2020.
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign | |||||||||||
Here Signature ▶ | Date ▶ | 17-Sep-2020 | |||||||||
Judy Wai | Title ▶ | Asst Tax Officer | |||||||||
Print your name ▶ | |||||||||||
Paid | Print/Type preparer's name | Preparer's signature | Date | Check | if | PTIN | |||||
Preparer | self-employed | ||||||||||
Use Only | Firm's name ▶ | Firm's EIN ▶ | |||||||||
Firm's address ▶ | Phone no. | ||||||||||
Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054
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Amgen Inc. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 20:39:03 UTC