EX-25.1 4 d126355dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

New York   13-5160382

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 

240 Greenwich Street, Floor 7 East, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

AMGEN INC.

(Exact name of obligors as specified in their charters)

 

 

 

Delaware   95-3540776

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

Attention: Jonathan P. Graham (Executive Vice President,

General Counsel and Secretary)

(Address of registrants’ principal executive offices)

 

 

2.770% Senior Notes due 2053

(Title of the indenture securities)

 

 

 


1.

General information. Furnish the following information as to the Trustee:

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

Name

  

Address

Superintendent of Banks of the State of New York   

One State Street, New York, N.Y.

10004, and One Commerce Plaza,

Albany, N.Y. 12257

Federal Reserve Bank of New York   

33 Liberty Street, New York, N.Y.

10045

Federal Deposit Insurance Corporation   

550 17th Street, N.W.

Washington, D.C. 20429

The Clearing House Association L.L.C.    New York, New York 10005

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

 

2.

Affiliations with Obligor and any Guarantor.

If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

None.

 

3-15.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

 

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T 1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.


SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on February 9, 2021.

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:  

/s/ Julie Hoffman-Ramos

  Name: Julie Hoffman-Ramos
  Title:   Vice President


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business September 30, 2020, published in accordance with Federal regulatory authority instructions.

 

     Dollar amounts
in thousands
 

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     2,411  

Interest-bearing balances

     350,611  

Securities:

  

Held-to-maturity securities

     0  

Available-for-sale securities

     147,515  

Equity securities with readily determinable fair values not held for trading

     0  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     0  

Securities purchased under agreements to resell

     0  

Loans and lease financing receivables:

  

Loans and leases held for sale

     0  

Loans and leases, held for investment

     0  

LESS: Allowance for loan and lease losses

     0  

Loans and leases held for investment, net of allowance

     0  

Trading assets

     0  

Premises and fixed assets (including capitalized leases)

     23,626  

Other real estate owned

     0  

Investments in unconsolidated subsidiaries and associated companies

     0  

Direct and indirect investments in real estate ventures

     0  

Intangible assets

     856,313  

Other assets

     98,031  
  

 

 

 

Total assets

   $ 1,478,507  
  

 

 

 


LIABILITIES

  

Deposits:

  

In domestic offices

     2,258  

Noninterest-bearing

     2,258  

Interest-bearing

     0  

Not applicable

  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     0  

Securities sold under agreements to repurchase

     0  

Trading liabilities

     0  

Other borrowed money:

  

(includes mortgage indebtedness and obligations under capitalized leases)

     0  

Not applicable

  

Not applicable

  

Subordinated notes and debentures

     0  

Other liabilities

     257,756  

Total liabilities

     260,014  

Not applicable

  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     1,000  

Surplus (exclude all surplus related to preferred stock)

     324,268  

Not available

  

Retained earnings

     891,685  

Accumulated other comprehensive income

     1,540  

Other equity capital components

     0  

Not available

  

Total bank equity capital

     1,218,493  

Noncontrolling (minority) interests in consolidated subsidiaries

     0  

Total equity capital

     1,218,493  
  

 

 

 

Total liabilities and equity capital

     1,478,507  
  

 

 

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty       )             CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Antonio I. Portuondo, President    )   
Michael P. Scott, Managing Director    )    Directors (Trustees)
Kevin P. Caffrey, Managing Director    )