Amgen Inc.

On August 3, 2021, Amgen released its second quarter 2021 financial results, disclosing that it had outstanding tax liabilities sought by the IRS and that it has received a Notice of Deficiency from the IRS in July 2021, seeking $3.1 billion in back taxes, plus interest for tax years 2010, 2011, and 2012. On this news, Amgen’s stock price fell $15.77, or 6.5%, to close at $228.31 per share on August 4, 2021, thereby injuring investors.

Then, on April 27, 2022, Amgen issued an earnings release for its first quarter of 2022, disclosing that it had received another Notice of Deficiency from the IRS seeking $5.1 billion in back taxes, plus interest, for tax years 2013, 2014, and 2015, and a proposed $2 billion penalty as a result of the Company’s tax avoidance, bringing Amgen’s total amount owed to the IRS over $10 billion. On this news, Amgen’s stock price fell $10.66, or 4.3%, to close at $238.13 per share on April 28, 2022, thereby injuring investors further.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) the U.S. government claimed Amgen owed more than $3 billion in back taxes for tax years 2010, 2011, and 2012; (2) the U.S. government claimed Amgen owed more than $5 billion in back taxes for tax years 2013, 2014, and 2015; (3) the U.S. government would likely claim Amgen owed materially more to the U.S. government than investors had been led to believe for subsequent tax years for which Amgen had used the same profit allocation treatment between its U.S. and Puerto Rico operations; (4) Amgen had not taken sufficient accruals to account for its outstanding tax liabilities; (5) Amgen had failed to comply with ASC 450 and other rules and regulations regarding the preparation of its periodic U.S. Securities and Exchange Commission filings; and (6) Amgens refusal to pay taxes claimed by the U.S. government exposed Amgen to a substantial risk of severe financial penalties imposed by the U.S. Internal Revenue Service (IRS); and (7) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.