2013 U.S. Plan 11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
(Mark One)
 
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-12477
AMGEN RETIREMENT AND SAVINGS PLAN
(Full title of the plan)
AMGEN INC.
(Name of issuer of the securities held)
 
 
 
 
One Amgen Center Drive,
 
91320-1799
Thousand Oaks, California
 
(Zip Code)
(Address of principal executive offices)
 
 





Amgen Retirement and Savings Plan
Audited Financial Statements
and Supplemental Schedules

Years Ended December 31, 2013 and 2012

Contents
 
 
 
 
 
Audited Financial Statements:
 
 
 
 
 
Supplemental Schedules:
 
 
 


Report of Independent Registered Public Accounting Firm
Amgen Inc., as Named Fiduciary, and the Plan Participants of the
Amgen Retirement and Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Amgen Retirement and Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) and loans or fixed income obligations in default or classified as uncollectible as of December 31, 2013, and assets (acquired and disposed of within year) for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Los Angeles, California
June 11, 2014


1

Amgen Retirement and Savings Plan
Statements of Net Assets Available for Benefits
 

 
 
December 31
 
 
2013
 
2012
Assets
 
 
 
 
Investments at fair value
 
$
3,884,239,811

 
$
3,093,390,877

Notes receivable from participants
 
43,082,571

 
42,523,718

Other, including due from broker
 
6,416,714

 
1,071,309

Total assets
 
3,933,739,096

 
3,136,985,904

Liabilities
 
 
 
 
Other, including due to broker
 
5,217,083

 
2,490,209

Total liabilities
 
5,217,083

 
2,490,209

Net assets reflecting investments at fair value
 
3,928,522,013

 
3,134,495,695

Adjustment from fair value to contract value for interests in fully benefit-responsive investment contracts
 
(1,891,753
)
 
(9,277,446
)
Net assets available for benefits
 
$
3,926,630,260

 
$
3,125,218,249

See accompanying notes.


2

Amgen Retirement and Savings Plan
Statements of Changes in Net Assets Available for Benefits


 
 
Year Ended December 31
 
 
2013
 
2012
Additions to (deductions from) net assets:
 
 
 
 
Employer contributions
 
$
159,024,379

 
$
155,218,207

Participant contributions
 
138,170,411

 
131,980,807

Rollover contributions
 
14,298,798

 
11,686,616

Interest and dividend income
 
40,042,545

 
40,671,569

Net realized/unrealized gains
 
680,294,916

 
381,079,241

Interest income on notes receivable from participants
 
1,780,035

 
1,830,249

Benefits paid
 
(223,992,574
)
 
(200,062,951
)
Investment and administrative fees
 
(8,206,499
)
 
(6,501,149
)
Net increase
 
801,412,011

 
515,902,589

Net assets available for benefits at beginning of year
 
3,125,218,249

 
2,609,315,660

Net assets available for benefits at end of year
 
$
3,926,630,260

 
$
3,125,218,249

See accompanying notes.


3

Amgen Retirement and Savings Plan
Notes to Financial Statements
December 31, 2013
1. Description of the Plan
The following description of the Amgen Retirement and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan was established effective April 1, 1985 and was most recently amended and restated effective January 1, 2012 and subsequently amended, with the most recent amendment adopted on October 18, 2013. The Plan is a defined contribution plan covering substantially all domestic employees of Amgen Inc. (the Company or Amgen) and participating subsidiaries. The Plan, as amended, is intended to qualify under sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the Code) (see Note 5, Income Tax Status) and section 407(d)(3)(A) of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Subject to certain limitations (as defined in the Plan), participants may elect to contribute up to 30% of their eligible compensation in pre-tax contributions, Roth contributions (in accordance with the Code), after-tax contributions or a combination of these types of contributions. A participant’s combined pre-tax contributions and Roth contributions (exclusive of catch-up contributions discussed below) are subject to Internal Revenue Service (IRS) and Plan limits and could not exceed a maximum of $17,500 in 2013 and $17,000 in 2012. Participant after-tax contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,000 in 2013 and 2012. Unless an employee has voluntarily enrolled in the Plan or has declined to participate in the Plan within the first 30 days of employment, all newly eligible participants are automatically enrolled in the Plan and contributions equal to 5% of their eligible compensation are withheld and contributed to the Plan as pre-tax contributions; such contributions are automatically increased by 1% per year until their contributions reach 10% of their eligible compensation. Participants may elect to adjust, cease or resume their contributions at any time.
Participants who are at least age 50 by the close of the Plan year may also elect to make certain additional contributions, referred to as catch-up contributions, that are subject to IRS and Plan limitations and could not exceed $5,500 in 2013 and 2012. Catch-up contributions may be made as pre-tax contributions, Roth contributions or a combination of these types of contributions. Participants may also contribute pre-tax, Roth and after-tax amounts representing distributions from certain other retirement plans qualified in the United States or certain individual retirement accounts (IRAs), referred to as rollover contributions (as defined in the Plan).

4

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

1. Description of the Plan (continued)
Contributions (continued)
Each pay period, the Company makes a non-elective contribution for all eligible participants, whether or not they have elected to make contributions to the Plan, equal to 5% of each participant’s eligible compensation (Core Contributions). In addition, the Company makes a contribution equal to amounts contributed by the participant as pre-tax contributions or Roth contributions, including such contributions designated as catch-up contributions, of up to 5% of eligible compensation (Matching Contributions).
Also, the Company can, in its discretion, make a special non-elective contribution on behalf of a participant who is in his or her initial year of employment with the Company and who could not make the maximum participant contribution permitted under the Plan because in the same Plan year he or she previously made pre-tax salary deferrals under a prior unrelated employer’s qualified plan.
Participants select the investments in which their contributions, including their Core Contributions and Matching Contributions (collectively, Company Contributions), are to be invested, electing among various alternatives, including Amgen Inc. common stock (Amgen stock). Participants may direct a maximum of 20% of contributions to be invested in Amgen stock. In addition, participants may transfer amounts among the investment options at any time, subject to certain limitations. Notwithstanding the foregoing, if 20% or more of the value of a participant’s Plan account is invested in Amgen stock, no transfers from other investment options can be made to invest in Amgen stock.
The accounts of participants who had never made an investment election are allocated to investments under a qualified default investment alternative which is intended to be compliant with ERISA regulations. At any time participants may elect to alter the investments in their accounts made under a qualified default investment alternative.
Vesting
Participants are immediately vested with respect to their contributions, Company Contributions, and earnings and losses (hereafter referred to as “earnings”) thereon.
Participant Accounts
Each participant’s account is credited with: (a) the participant’s contributions, (b) an allocation of Company Contributions and (c) earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

5

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

1. Description of the Plan (continued)
Plan Investments
Participants can invest in any of 16 different asset classes (14 asset classes prior to July 1, 2013) as well as Amgen stock or may actively manage their account under a self-directed brokerage arrangement in which a wider array of investment options are available. The value of an investment in an asset class is determined by its underlying investment vehicles which may include one or more of the following: mutual funds, collective trust funds and portfolios which are separately managed exclusively for the benefit of Plan participants and their beneficiaries (separately managed portfolios). The separately managed portfolios invest in various types of assets, including publicly traded common and preferred stocks, fixed income securities, collective trust funds and investment contracts. The asset classes are designed to provide participants with choices among a variety of investment objectives.
Payments of Benefits
Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan) or retirement, participants may elect to receive an amount equal to the value of their account balance in (a) a single payment in cash, (b) a single distribution in full shares of Amgen stock (with any fractional shares paid in cash), (c) a single distribution paid in a combination of cash and full shares of Amgen stock, (d) cash installments, or (e) a rollover distribution to an eligible retirement plan. If a participant dies before receiving the value of his or her account balance, the participant’s beneficiary may elect to receive the distribution of remaining funds from among the alternatives described above, subject to certain Plan limitations.
 
Subsequent to termination of employment, participants may also elect to maintain their vested account balance in the Plan, provided that their account balance is greater than $1,000.
Certain restrictions apply to withdrawals from the Plan while a participant continues to be employed by the Company.
Amgen Stock Dividends
Participants that invest in Amgen stock may elect to receive distributions of cash with respect to dividends the Company pays on Amgen stock or reinvest such dividends to acquire additional shares of Amgen stock.

6

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

1. Description of the Plan (continued)
Notes Receivable from Participants
Subject to certain restrictions, a participant can have up to two loans outstanding at any one time from his or her Plan account with a combined maximum loan amount which may not exceed the lesser of (a) 50% of the participant’s account balance (exclusive of amounts related to Roth contributions and earnings thereon) or (b) $50,000 less certain adjustments, as applicable (as defined in the Plan). A participant’s loan is secured by his or her Plan account balance. Loans made prior to July 1, 2003 bear interest at fixed rates based on the average borrowing rates of certain major banks. Loans made on or after July 1, 2003 bear interest at fixed rates which, until changed by the Company, are based on the prime rate plus one percentage point as published in The Wall Street Journal determined as of the last day of the calendar quarter preceding origination or such other rate as may be required by law. Loans are generally payable in installments over periods of up to five years, unless the loan is used to acquire a principal residence for which the term of the loan may be up to 20 years. Principal and interest payments are allocated to the participant’s account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. Upon termination, participants would receive distributions of their account balances.
Trustees
Bank of America, N.A. and The Northern Trust Company are the Plan’s co-trustees.

2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Fair Value Measurement
The investments of the Plan are reported at fair value. Fair value is generally defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date (see Note 3, Fair Value Measurements).

7

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)
Investment Income and Losses
Dividend income is recognized on the ex-dividend date and interest income is recorded on an accrual basis. Unrealized gains and losses on investments are measured by the change in the difference between the fair value and cost of the securities held at the beginning of the year (or date purchased if acquired during the Plan year) and the end of the year. Realized gains and losses from security transactions are recorded based on the weighted-average cost of securities sold.
Fully Benefit-Responsive Investment Contracts
The Plan holds units of collective trust funds that have investments in fully benefit-responsive investment contracts. In addition, the Plan directly invests in such contracts in the form of security-backed contracts, discussed below. Such contracts held directly or indirectly by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate qualified transactions related to these investments. The Statements of Net Assets Available for Benefits present these contracts at fair value with an adjustment to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.
As of December 31, 2013 and 2012, the Plan had three security-backed contracts which are fully benefit-responsive investment contracts, including wrapper contracts and an insurance separate account contract. These contracts are backed by the Plan’s ownership interests in collective trust funds that invest in fixed income securities and the separate accounts of the insurance company that issued the contract which are comprised of fixed income securities. As of December 31, 2013, the issuers of the security-backed contracts all had minimum credit ratings of A- or equivalent by Standard & Poor’s, Moody’s Investor Services, Inc. and A.M. Best Company. The issuers of the Plan’s security-backed contracts credit the Plan with stated rates of interest, and the issuers guarantee that all qualified participant withdrawals related to the contracts will be at contract value, except as discussed below. The crediting rates provide for realized and unrealized gains and losses on the underlying assets to be amortized over the expected duration of the underlying investments through adjustments to the future interest crediting rates rather than being reflected immediately in the net assets of the Plan. The interest crediting rates of the security-backed contracts are primarily based on the current yield to maturity of the underlying investments plus or minus amortization of the difference between the contract value and fair value of the underlying investments over the duration of such investments. Accordingly, future crediting rates are impacted by changes in the yield to maturity of underlying investments, the duration of the assets underlying the contract and the difference between the contract value and fair value of the underlying investments. The crediting rates are reset quarterly and are reduced by fees paid to the contract issuers. In no event are the crediting rates less than 0%.


8

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)
Fully Benefit-Responsive Investment Contracts (continued)
To the extent that the underlying investments of security-backed contracts have unrealized and/or realized losses, a positive adjustment is made to the adjustment from fair value to contract value in the Statements of Net Assets Available for Benefits. As a result, the future crediting rate may be lower over time than the then-current market rates. Conversely, if the underlying investments generate unrealized and/or realized gains, a negative adjustment is made to the adjustment from fair value to contract value, and the future crediting rate may be higher over time than the then-current market rates.
The security-backed contracts provide for withdrawals at other than contract value associated with certain events which are not in the ordinary course of Plan operations. These withdrawals are made at contract value modified by a market value adjustment as defined in the contract. Circumstances which may trigger a market value adjustment are generally defined as any event which, in the reasonable determination of the issuer, has or will have a material adverse effect on the issuer’s interest under the contract. Such events may include, but are not limited to: (i) material amendments to the Plan’s structure or administration; (ii) changes in or the creation of competing investment options; (iii) complete or partial termination of the Plan; (iv) removal of a specifically identifiable group of employees from coverage under the Plan; (v) a change in law, regulation, ruling, administrative position, or accounting standard applicable to the Plan; or (vi) communication to Plan participants designed to influence a participant not to invest in the asset class that contains these contracts. The Company does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
These security-backed contracts are evergreen contracts with no maturity dates but do contain termination provisions. The issuer is obligated to pay the excess contract value when the fair value of the underlying investments equals zero. In addition, if the Plan defaults in its obligations under the security-backed contract and such default is not corrected within the time permitted by the contract, then the contract may be terminated by the issuer and the Plan will receive the fair value of the underlying investments as of the date of termination.
The yields earned by the Plan as of December 31, 2013 and 2012 were 1.5% and 1.0%, respectively, which represents the annualized earnings of all security-backed contracts divided by the fair value of all security-backed contracts in the Plan as of December 31, 2013 and 2012, respectively. The yields earned by the Plan with an adjustment to reflect the actual interest rates credited to participants were 1.5% and 2.4% as of December 31, 2013 and 2012, respectively, which represents the annualized earnings credited to participants divided by the fair value of all security-backed contracts as of December 31, 2013 and 2012, respectively.

9

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)
Notes Receivable from Participants
Notes receivable from participants are carried at their unpaid balance plus accrued but unpaid interest, as applicable.
Due from/to Brokers
Purchases and sales of investments are recorded on a trade-date basis. Amounts due from brokers and due to brokers arise from unsettled sale and purchase transactions as of December 31, 2013 and 2012.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.


10

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

3. Fair Value Measurements
The Plan uses various valuation approaches in determining the fair value of investments within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the investment based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the investment and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the source of inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical investments that the Plan has the ability to access;
Level 2 – Valuations for which all significant inputs are observable, either directly or indirectly, other than level 1 inputs;
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can vary among the various types of investments. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

11

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
The following fair value hierarchy table presents information about each major class/category of the Plan’s investments measured at fair value:
 
 
Fair value measurements at December 31, 2013 using
 
 
Quoted prices in active markets for identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Total
Amgen stock
 
$
235,164,976

 
$
—

 
$
—

 
$
235,164,976

Cash and cash equivalents
 
35,752,823

 
—

 
—

 
35,752,823

Common and preferred stocks:
 
 
 
 
 
 
 
 
Large cap growth
 
365,454,861

 
—

 
—

 
365,454,861

Large cap value
 
183,804,249

 
—

 
—

 
183,804,249

Small-mid cap growth
 
64,832,135

 
—

 
—

 
64,832,135

Small-mid cap value
 
331,561,439

 
—

 
—

 
331,561,439

Other
 
198,175,723

 
—

 
—

 
198,175,723

Debt securities:
 
 
 
 
 
 
 
 
U.S. Treasury securities
 
22,441,702

 
—

 
—

 
22,441,702

U.S. government agency securities
 
—

 
39,432,230

 
—

 
39,432,230

Corporate debt securities
 
—

 
56,742,593

 
—

 
56,742,593

Mortgage and asset backed securities
 
—

 
21,959,027

 
—

 
21,959,027

Mutual funds:
 
 
 
 
 
 
 
 
Emerging markets equity
 
29,590,116

 
—

 
—

 
29,590,116

Fixed income
 
—

 
100,711,349

 
—

 
100,711,349

High yield debt
 
40,069,890

 
—

 
—

 
40,069,890

International growth
 
83,050,138

 
—

 
—

 
83,050,138

International value
 
135,879,636

 
—

 
—

 
135,879,636

Real estate investment trust index
 
83,398,699

 
—

 
—

 
83,398,699

Other
 
38,516,522

 
—

 
—

 
38,516,522

Collective trust funds:
 
 
 
 
 
 
 
 
Capital preservation
 
—

 
258,521,672

 
—

 
258,521,672

Emerging markets equity
 
—

 
66,232,369

 
—

 
66,232,369

Fixed income
 
—

 
16,644,981

 
—

 
16,644,981

Fixed income index
 
—

 
78,879,233

 
—

 
78,879,233

Inflation indexed debt
 
—

 
52,264,331

 
—

 
52,264,331

International growth
 
—

 
96,415,410

 
—

 
96,415,410

International index
 
—

 
32,206,905

 
—

 
32,206,905

International value
 
—

 
102,702,666

 
—

 
102,702,666

Large cap growth
 
—

 
28,976,044

 
—

 
28,976,044

Large cap index
 
—

 
661,941,029

 
—

 
661,941,029

Large cap value
 
—

 
10,217,037

 
—

 
10,217,037

Short term investments
 
—

 
65,789,976

 
—

 
65,789,976

Small-mid cap growth
 
—

 
6,067,659

 
—

 
6,067,659

Small-mid cap index
 
—

 
264,853,839

 
—

 
264,853,839

Small-mid cap value
 
—

 
20,664,470

 
—

 
20,664,470

Insurance separate account investment contract
 
—

 
55,077,818

 
—

 
55,077,818

Other
 
28,060

 
218,204

 
—

 
246,264

 
 
$
1,847,720,969

 
$
2,036,518,842

 
$
—

 
$
3,884,239,811

 

12

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)
 
 
Fair value measurements at December 31, 2012 using
 
 
Quoted prices in active markets for identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Total
Amgen stock
 
$
184,496,548

 
$
—

 
$
—

 
$
184,496,548

Cash and cash equivalents
 
30,739,498

 
—

 
—

 
30,739,498

Common and preferred stocks:
 
 
 
 
 
 
 
 
Large cap growth
 
284,581,646

 
—

 
—

 
284,581,646

Large cap value
 
107,810,209

 
—

 
—

 
107,810,209

Small-mid cap growth
 
47,123,024

 
—

 
—

 
47,123,024

Small-mid cap value
 
263,613,306

 
156,304

 
—

 
263,769,610

Other
 
139,643,360

 
—

 
—

 
139,643,360

Debt securities:
 
 
 
 
 
 
 
 
U.S. Treasury securities
 
53,860,263

 
—

 
—

 
53,860,263

U.S. government agency securities
 
—

 
85,174,932

 
—

 
85,174,932

Corporate debt securities
 
—

 
37,162,921

 
—

 
37,162,921

Mortgage and asset backed securities
 
—

 
26,697,958

 
—

 
26,697,958

Mutual funds:
 
 
 
 
 
 
 
 
High yield debt
 
68,442,311

 
—

 
—

 
68,442,311

Inflation indexed debt
 
49,117,121

 
—

 
—

 
49,117,121

International growth
 
117,588,989

 
—

 
—

 
117,588,989

International value
 
199,377,358

 
—

 
—

 
199,377,358

Real estate investment trust index
 
75,805,226

 
—

 
—

 
75,805,226

Other
 
32,577,082

 
—

 
—

 
32,577,082

Collective trust funds:
 
 
 
 
 
 
 
 
Capital preservation
 
—

 
249,101,804

 
—

 
249,101,804

Emerging markets equity
 
—

 
106,801,562

 
—

 
106,801,562

Fixed income
 
—

 
22,579,485

 
—

 
22,579,485

Inflation indexed debt
 
—

 
2,747,985

 
—

 
2,747,985

International growth
 
—

 
52,241,069

 
—

 
52,241,069

International value
 
—

 
7,235,472

 
—

 
7,235,472

Large cap growth
 
—

 
18,058,984

 
—

 
18,058,984

Large cap index
 
—

 
530,046,061

 
—

 
530,046,061

Large cap value
 
—

 
5,909,161

 
—

 
5,909,161

Short term investments
 
—

 
53,674,169

 
—

 
53,674,169

Small-mid cap growth
 
—

 
3,261,024

 
—

 
3,261,024

Small-mid cap index
 
—

 
164,916,882

 
—

 
164,916,882

Small-mid cap value
 
—

 
16,895,408

 
—

 
16,895,408

Insurance separate account investment contract
 
—

 
55,532,074

 
—

 
55,532,074

Other
 
13,466

 
408,215

 
—

 
421,681

 
 
$
1,654,789,407

 
$
1,438,601,470

 
$
—

 
$
3,093,390,877


13

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)
The fair value of common stocks (including Amgen stock), preferred stocks, publicly traded mutual funds and U.S. treasury securities are valued using quoted market prices in active markets with no valuation adjustment.
Debt securities other than U.S. treasury securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and, when applicable, prepayment/default projections based on historical data and other observable inputs.
The fair values of mutual funds that are not publicly traded are determined by reference to the net asset value per unit provided by the fund managers based on the fair values of the funds' underlying assets, which are invested in fixed income securities.
Collective trust funds represent interests in pooled investment vehicles designed typically for collective investment of employee benefit trusts. The fair values of these investments are determined by reference to the net asset value per unit provided by the fund managers. The unit values are based on the fair values of the trusts’ underlying assets, which are principally equity and fixed income securities and short-term investments. The investment strategies of the Plan’s collective trust funds vary generally based on the investment objectives of the asset class of which they are a part. Such investment strategies include investments in fixed income securities and investments in equity securities in domestic and international markets for growth and value objectives as well as to replicate market indexes and to invest in emerging markets. The only redemption restriction with respect to these investments is on the Wells Fargo Stable Return Fund G (fair value of $89,220,661 at December 31, 2013) which requires a one-year notice to be given in the event of complete liquidation.
The fair value of the insurance separate account investment contract was determined by reference to the fair values of securities in the separate accounts underlying the contract.


14

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

4. Investments
The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2013 and 2012 are as follows:
 
 
 
December 31
 
 
2013
 
2012
Northern Trust Collective S&P 500 Index Fund – Non Lending - Collective trust fund
 
$
661,941,029

 
*

Northern Trust Collective Extended Equity Market Index Fund - Non Lending - Collective trust fund
 
264,853,839

 
*

Amgen stock
 
235,164,976

 
184,496,548

Blackrock Equity Index Fund F – Collective trust fund
 
*

 
497,201,610

Dodge & Cox International Fund – Mutual fund
 
*

 
199,377,358

Blackrock Extended Equity Market Fund F – Collective trust fund
 
*

 
157,513,979

 
* Investment balance was less than 5% of the Plan’s net assets.
During the years ended December 31, 2013 and 2012, net realized and unrealized gains/(losses) on the Plan’s investments were as follows:
 
 
 
Year Ended December 31
 
 
2013
 
2012
Amgen stock
 
$
59,102,899

 
$
49,564,698

Common and preferred stocks
 
300,185,251

 
125,069,426

Debt securities
 
(10,693,199
)
 
1,926,382

Mutual funds
 
45,547,605

 
64,631,385

Collective trust funds
 
285,585,545

 
139,990,203

Other
 
566,815

 
(102,853
)
 
 
$
680,294,916

 
$
381,079,241


5. Income Tax Status
The Plan received a determination letter from the IRS dated September 18, 2013, stating that the Plan is qualified, in form, under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes the Plan is currently being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

15

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

5. Income Tax Status (continued)
Accounting principles generally accepted in the United States require the Company to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination. As of December 31, 2013, no uncertain tax positions have been taken or are expected to be taken, and no amounts related to uncertain tax positions have been recorded in the Plan’s financial statements. The Plan is subject to audits by the IRS, however there are currently no audits for any periods in progress. The Company believes the Plan is no longer subject to IRS examinations with respect to annual reports for years prior to 2010.
 
6. Services Provided by the Company
During 2013 and 2012, the Company paid trustee fees and certain other administrative costs on behalf of the Plan.

7. Reconciliation of Financial Statements to Form 5500
The reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31, 2013 and 2012 consisted of the following:
 
 
 
December 31
 
 
2013
 
2012
Net assets available for benefits per the financial statements
 
$
3,926,630,260

 
$
3,125,218,249

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
1,891,753

 
9,277,446

Amounts allocated to withdrawing participants
 
(250,785
)
 
(1,179,116
)
Deemed loans
 
(466,682
)
 
(394,362
)
Net assets per the Form 5500
 
$
3,927,804,546

 
$
3,132,922,217

For the year ended December 31, 2013, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2013
Interest and dividend income
 
$
40,042,545

Net realized/unrealized gains
 
680,294,916

Total net investment income per the financial statements
 
720,337,461

Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
 
 
Less prior year adjustment
 
(9,277,446
)
Add current year adjustment
 
1,891,753

Total net investment income per the Form 5500
 
$
712,951,768


16

Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)

7. Reconciliation of Financial Statements to Form 5500 (continued)
For the year ended December 31, 2013, the following is a reconciliation of distributions per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2013
Benefits paid
 
$
(223,992,574
)
Investment and administrative fees
 
(8,206,499
)
Total distributions per the financial statements
 
(232,199,073
)
Add prior year amounts allocated to withdrawing participants
 
1,179,116

Less current year amounts allocated to withdrawing participants
 
(250,785
)
Add prior year deemed loan balance
 
394,362

Less current year deemed loan balance
 
(466,682
)
Total distributions per the Form 5500
 
$
(231,343,062
)

17

Supplemental Schedule
Amgen Retirement and Savings Plan
EIN: 95-3540776 Plan: #001
December 31, 2013

Schedule H, line 4i – Schedule of Assets (Held at End of Year)
 
Identity of Issue
 
Description of Investment
 
Current Value
 
 
 
 
 
 
 
Amgen stock*

Employer Securities 2,061,404 shares


$
235,164,976









Capital Preservation Asset Class:






 
Wells Fargo Fixed Income Fund D*
 
Collective trust fund 7,431,718 units
 
$
93,169,960

 
 
Wells Fargo Stable Return Fund G*
 
Collective trust fund 1,739,187 units
 
89,220,661

 
 
Wells Fargo Fixed Income Fund B*
 
Collective trust fund 3,402,054 units
 
71,141,704

 
 
Metropolitan Life Insurance Company*
 
Insurance separate account investment contract 542,893 units
 
55,077,818

 
 
NT Collective Short Term Investment Fund*
 
Collective trust fund 21,274,361 units
 
21,274,361

 
 
Wells Fargo Fixed Income Fund F*
 
Collective trust fund 375,102 units
 
4,989,347

 
 
Monumental Life Insurance Company*
 
Wrapper Contract
 
117,559

 
 
American General Life Insurance Company*

Wrapper Contract

—

 
Total Capital Preservation Asset Class





334,991,410









Emerging Markets Equity Asset Class:







JP Morgan Emerging Markets Equity Focus Fund*

 Collective trust fund 1,875,013 units

32,362,733



Artisan Emerging Markets/Ins

 Mutual Fund 2,352,156 shares

29,590,116


 
Blackrock FTSE RAFI Emerging Index Non Lendable Fund F*
 
 Collective trust fund 2,702,721 units
 
28,855,603

 
 
NT Collective Emerging Markets Fund - Non Lending*
 
 Collective trust fund 32,842 units
 
5,014,033

 
Total Emerging Markets Equity Asset Class





95,822,485









Fixed Income Asset Class:







Pimco PAPS Mortgage Portfolio

Mutual Fund 2,662,355 shares

27,954,726



NT Collective Aggregate Bond Index Fund - Non Lending*

Collective trust fund 134,201 units

16,644,981



Pimco PAPS U.S. Government Sector Portfolio

Mutual Fund 1,812,364 shares

15,785,691



Pimco PAPS Investment Grade Corporate Portfolio

Mutual Fund 1,463,083 shares

15,347,741



Pimco PAPS Real Return Portfolio #488

Mutual Fund 1,495,221 shares

13,217,758



Pimco PAPS Short-Term Floating NAV Portfolio

Mutual Fund 889,726 shares

8,906,153



Pimco PAPS International Portfolio

Mutual Fund 1,858,952 shares

8,458,233



United States Treasury SEC Stripped Interest Payments Due 02/15/2021

Government Bond 6,895,000 units

5,731,840



Pimco PAPS Emerging Markets Portfolio

Mutual Fund 323,589 shares

3,216,472



United States Treasury SEC Stripped Interest Payment Due 05/15/2018

Government Bond 3,125,000 units

2,920,712



Pimco PAPS Asset-Backed Securities Portfolio #460

Mutual Fund 203,510 shares

2,438,045



Pimco PAPS Short-Term Portfolio

Mutual Fund 230,267 shares

2,194,445



Pimco PAPS High Yield Portfolio

Mutual Fund 277,499 shares

2,128,417



NT Collective Short Term Investment Fund*

Collective trust fund 1,485,979 units

1,485,979



United States Treasury SEC Stripped Interest Payment 0% Due 08/15/2021

Government Bond 1,505,000 units

1,222,327



United States Treasury SEC Stripped Interest Payment Due 11/15/2021

Government Bond 1,475,000 units

1,184,816



United States Treasury Notes 2.25% Due 01/31/2015

Government Bond 1,080,000 units

1,104,046



United States Treasury SEC Stripped Interest Payment Due 08/15/2020

Government Bond 1,250,000 units

1,066,242



Pimco PAPS Municipal Sector Portfolio

Mutual Fund 136,019 shares

1,063,667



United States Treasury Notes 3% Due 02/28/17

Government Bond 990,000 units

1,054,968



Fannie Mae Pool #466430 3.37% Due 11/01/2020

Government Mortgage Backed Security 1,000,000 units

1,033,101



United States Treasury SEC Stripped Interest Payment 00517 Due 02/15/2029

Government Bond 1,820,000 units

1,019,712



Fannie Mae Pool #MA0214 5% Due 10/01/2029

Government Mortgage Backed Security 805,809 units

893,570



United States Treasury SEC Stripped Interest Payments Due 05/15/2021

Government Bond 1,000,000 units

822,139



Fannie Mae Pool #AT5915 4% Due 06/01/2043

Government Mortgage Backed Security 746,737 units

761,786



Structured Asset Mortgage Investments II Inc. Series 2004-AR1 Class A1 Floating Rate Due 03/19/2034

Collateralized Mortgage Obligation 769,782 units

755,456



United States Treasury Notes 1.375% Due 12/31/2018

Government Bond 750,000 units

737,519



18
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

Ginnie Mae 5.5% Due 06/20/2035

Government Mortgage Backed Security 650,000 units

718,517



Federal Home Loan Morgtage Corporation Gold Pool U9-0291 4% Due 10/01/2042

Government Mortgage Backed Security 699,845 units

713,345



United States Treasury SEC Stripped Interest Payments Due 11/15/2028

Government Bond 1,250,000 units

708,753



Fannie Mae Pool #AM2501 1.77% Due 02/01/2020

Government Mortgage Backed Security 718,281 units

700,850



Fannie Mae Pool #AM2674 2.61% Due 03/01/2023

Government Mortgage Backed Security 745,000 units

691,714



Federal Home Loan Mortgage Corporation Multiclass Series 3677 4.5% Due 05/15/2040

Government Mortgage Backed Security 645,000 units

682,071



Fannie Mae Pool #MA1462 3.5% Due 06/01/2043

Government Mortgage Backed Security 689,381 units

679,186



United States Treasury SEC Stripped Interest Payment Due 02/15/2026

Government Bond 1,000,000 units

648,818



Fannie Mae Pool #AQ1534 3.5% Due 10/01/2032

Government Mortgage Backed Security 626,149 units

628,187



United States Treasury SEC Stripped Interest Payment Due 02/15/2027

Government Bond 1,000,000 units

617,496



United States Treasury SEC Stripped Interest Payment Due 11/15/2027

Government Bond 1,000,000 units

594,373



Fannie Mae Pool #Am1762 2.39% Due 12/01/2022

Government Mortgage Backed Security 630,000 units

591,414



Federal Home Loan Morgtage Corporation Gold Pool U89009 3.5% Due 09/01/2032

Government Mortgage Backed Security 586,092 units

589,032



Ginnie Mae 2007-035 6% Due 06/20/2037

Government Mortgage Backed Security 500,000 units

558,463



Federal Home Loan Mortgage Corporation Pool #Al2293 4.374% Due 06/01/2021

Government Mortgage Backed Security 507,259 units

550,673



Ginnie Mae 6% Due 11/16/2032

Government Mortgage Backed Security 489,142 units

545,448



United States Treasury Notes 2.625% Due 12/31/2014

Government Bond 526,000 units

538,780



Fannie Mae Pool #AQ1607 3.5% Due 11/01/2032

Government Mortgage Backed Security 535,965 units

537,709



Federal Home Loan Mortgage Corporation Series 2899 4% Due 12/15/2019

Government Mortgage Backed Security 500,000 units

537,208



United States Treasury 0% Due 02/15/2030

Government Bond 1,000,000 units

534,002



United States Treasury SEC Stripped Interest Payments 6.5% Due 11/15/26

Government Bond 850,000 units

531,433



Ginnie Mae 5.25% Due 03/20/2038

Government Mortgage Backed Security 482,000 units

523,614



Federal National Mortgage Association Pool #Al0561 3.738% Due 06/01/2018

Government Mortgage Backed Security 480,819 units

520,758



Fannie Mae Series 2002-86 6% Due 09/25/2032

Government Mortgage Backed Security 465,000 units

520,421



Fannie Mae Pool #AR7961 3.5% Due 03/01/2033

Government Mortgage Backed Security 517,669 units

519,360



Federal Home Loan Mortgage Corporation Pool #S0/6297 3.5% Due 09/15/2042

Government Mortgage Backed Security 518,022 units

518,562



Fannie Mae Pool #AM2711 2.57% Due 03/01/2023

Government Mortgage Backed Security 545,000 units

515,772



Fannie Mae Pool #AM1990 2.33% Due 01/01/2023

Government Mortgage Backed Security 550,000 units

513,551



Fannie Mae Pool #468559 4.01% Due 08/01/2021

Government Mortgage Backed Security 483,305 units

510,949



Fannie Mae Series 2009-W1 6% Due 12/25/2049

Government Mortgage Backed Security 447,683 units

509,869



Ginnie Mae 5% Due 03/16/2034

Government Mortgage Backed Security 460,000 units

502,819



Federal National Mortgage Association Pool #Al2965 2.667% Due 12/01/2022

Government Mortgage Backed Security 521,332 units

499,561



Federal Home Loan Morgtage Corporation Multiclass Series 4168 Class JA 3.5% Due 02/15/2043

Government Mortgage Backed Security 479,475 units

496,985



Fannie Mae Preassign 00015 5.9% Due 07/25/2042

Government Mortgage Backed Security 442,195 units

487,764



Fannie Mae Pool #AM3307 2.85% Due 05/01/2023

Government Mortgage Backed Security 490,529 units

471,834



Ginnie Mae Pool 2013-H05 Remic Passthrough Class FB Floating Rate 02/20/2062

Government Mortgage Backed Security 470,863 units

467,979



Federal Home Loan Mortgage Corporation Multiclass Series 3895 4.5% Due 07/15/2041

Government Mortgage Backed Security 450,000 units

458,093



Fannie Mae Pool #471834 1.4% Due 07/01/2017

Government Mortgage Backed Security 455,000 units

456,988



Federal Home Loan Mortgage Corporation Multiclass Series 3662 5% Due 04/15/2040

Government Mortgage Backed Security 420,000 units

444,732



National Credit Union Association Guaranteed Trust 2010-R3 Due 12/06/2020

Government Mortgage Backed Security 436,928 units

439,550



Fannie Mae Pool #467025 3.38% Due 01/01/2018

Government Mortgage Backed Security 410,000 units

435,602



Fannie Mae 3.726% Due 06/25/2021

Government Mortgage Backed Security 410,000 units

427,653



Federal Home Loan Mortgage Corporation Series 2595 5% Due 04/15/2023

Government Mortgage Backed Security 390,000 units

423,760



Fannie Mae Pool #AM3301 2.35% Due 05/01/2023

Government Mortgage Backed Security 455,021 units

422,724



Macmo Master Asset Securitization Trust 5.5% Due 12/25/2033

Collateralized Mortgage Obligation 401,957 units

420,199



Fannie Mae Pool #465973 3.59% Due 10/01/2020

Government Mortgage Backed Security 399,011 units

417,701



Fannie Mae Remic Trust 2001-81 6.5% Due 01/25/2032

Government Mortgage Backed Security 376,973 units

417,583



Fannie Mae 1.80057001114% Due 12/25/2019

Government Mortgage Backed Security 425,000 units

417,017



United States Treasury Bonds 8.125% Due 02/15/2021

Government Bond 300,000 units

415,289



Fannie Mae Series 2012-M8 1.52042% Due 04/25/2018

Government Mortgage Backed Security 414,141 units

412,773



Federal Home Loan Mortgage Corporation Multiclass Series 2901 4.5% Due 12/15/2019

Government Mortgage Backed Security 380,000 units

410,875



Fannie Mae Series 2013-M7 Class A2 2.28% Due 12/25/2022

Government Mortgage Backed Security 441,000 units

402,548



Fannie Mae Remic Trust 2004-W12 6.5% Due 07/25/2044

Government Mortgage Backed Security 358,349 units

401,910



Federal Home Loan Mortgage Corporation Series 3507 5% Due 03/15/2036

Government Mortgage Backed Security 375,067 units

401,598



19
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

Fannie Mae Pool #467059 3.81% Due 01/01/2019

Government Mortgage Backed Security 368,823 units

389,436



Fannie Mae Remic Series 2004-T1 6% Due 01/25/2044

Government Mortgage Backed Security 366,018 units

380,702



Fannie Mae Preassign 00653 5.5% Due 03/25/2023

Government Mortgage Backed Security 345,000 units

378,271



Fannie Mae Remic Series 2008-75 4.5% Due 09/25/2023

Government Mortgage Backed Security 353,214 units

374,866



Fannie Mae Remic Series 2013-6 Class GI 09/25/2032

Government Mortgage Backed Security 2,335,096 units

374,538



Fannie Mae 2011-M2 3.645% Due 07/25/2021

Government Mortgage Backed Security 355,000 units

372,171



Fannie Mae Pool #468564 4.06% Due 07/01/2021

Government Mortgage Backed Security 340,000 units

360,758



Fannie Mae 2006-114 5.5% Due 10/25/2035

Government Mortgage Backed Security 341,558 units

355,390



Fannie Mae 3.5% Due 09/25/2038

Government Agency Bond 345,707 units

351,423



Ginnie Mae 2004-30 5.5% Due 02/20/2034

Government Mortgage Backed Security 321,708 units

350,912



JP Morgan Chase Commercial Mortgage Securities Trust 2006-A4 Due 05/12/2045*

Commercial Mortgage Backed Security 321,104 units

348,793



Federal Home Loan Mortgage Corporation Multiclass Series 2072 6.5% Due 07/15/2028

Government Mortgage Backed Security 304,899 units

342,001



Fannie Mae Preassign 00166 6.5% Due 08/25/2036

Government Mortgage Backed Security 303,229 units

339,806



Fannie Mae Pool #AM4764 3.44% Due 11/01/2023

Government Mortgage Backed Security 340,000 units

338,100



Federal Home Loan Mortgage Corporation Multiclass Series 2980 6% Due 05/15/2035

Government Mortgage Backed Security 295,559 units

331,257



Banc America Commercial Mortgage Inc. 2006-3 Due 07/10/2044*

Commercial Mortgage Backed Security 298,327 units

324,537



Federal Home Loan Mortgage Corporation Multiclass Series 3087 5.5% Due 12/15/2025

Government Mortgage Backed Security 290,721 units

321,865



A10 Securitization 2013-1 LLC

Commercial Mortgage Backed Security 316,000 units

314,943



Federal Home Loan Mortgage Corporation Multiclass Series 3005 5% Due 07/15/2025

Government Mortgage Backed Security 279,761 units

307,925



Springcastle SPV LLC 3.75% Due 04/05/2021

Asset Backed Security 307,305 units

307,882



Ally Auto 0.85% Due 08/15/2016

Asset Backed Security 305,000 units

305,827



Federal Home Loan Mortgage Corporation Multiclass Series 3211 6% Due 12/15/2035

Government Mortgage Backed Security 285,242 units

302,740



Merrill Lynch Mortgage Investors Inc. Series 2003-5 Class-A1 Due 10/25/2028*

Collateralized Mortgage Obligation 303,573 units

300,114



Wachovia Bank National Association 6% Due 11/15/2017

Corporate Bond 260,000 units

300,014



Fannie Mae Series 417 Class C11 2.5% Due 02/25/2028

Government Mortgage Backed Security 2,492,793 units

294,419



World Omni Auto Receivables Trust Series 2012-A 1.0% Due 02/15/2017

Asset Backed Security 293,000 units

293,580



Ginnie Mae Pool 2012-84 Class LI I-O 4% Due 05/16/2042

Government Mortgage Backed Security 1,589,181 units

290,167



NorthStar LLC Serice 2013-1 Class A Floating Rate Due 08/25/2029

Commercial Mortgage Backed Security 289,000 units

288,983



Flagship Credit Corporation

Asset Backed Security 288,275 units

287,803



CPS Auto Receivables Trust 2013-C Class A 1.64% Due 04/16/2018

Asset Backed Security 285,340 units

285,536



Fannie Mae Remic Trust 2010-9 4.5% Due 10/25/2039

Government Mortgage Backed Security 276,922 units

284,729



Fannie Mae Pool #466049 2.49% Due 10/01/2017

Government Mortgage Backed Security 272,785 units

282,750



Carnow Auto Receivables Trust 2013-1 Class A 1.16% Due 10/16/2017

Asset Backed Security 275,948 units

275,814



VNDO Mortgage Trust 2012-6Ave 2.9950% Due 11/15/2030

Commercial Mortgage Backed Security 295,237 units

275,297



Federal Home Loan Mortage Corporation Series 3542 Class N 0% Due 07/15/2036

Government Mortgage Backed Security 300,527 units

273,043



Fannie Mae Pool #890231 5% Due 07/01/2025

Government Mortgage Backed Security 249,227 units

272,330



JP Morgan Chase Commercial Mortgage-Backed Securities Corporation Series 2006-Ldp6 Variable Rate Due 04/15/2043*

Commercial Mortgage Backed Security 250,000 units

270,896



Fannie Mae Pool 00743 3.5% Due 10/25/2037

Government Mortgage Backed Security 262,816 units

270,754



UBS AG Stamford Branch 3.875% Due 01/15/2015

Corporate Bond 260,000 units

268,802



Residential Accredited Loans Inc. Pass-Through Series 2004-QS7 5.5% Due 05/25/2034

Collateralized Mortgage Obligation 253,783 units

258,825



Morgan Stanley Trust Service 2012-IO Remic Pass-Through 1% Due 03/27/2051

Collateralized Mortgage Obligation 258,625 units

258,610



Wachovia Bank Commercial Mortgage Pass-Through Due 07/15/45

Commercial Mortgage Backed Security 240,522 units

258,317



Toyota Motor Credit Corporation 2% Due 09/15/2016

Corporate Bond 250,000 units

257,152



Ginnie Mae 0% Due 12/20/2040

Government Mortgage Backed Security 319,785 units

254,578



National Bank of Canada 1.65% Due 01/30/2014

Corporate Bond 250,000 units

250,258



JP Morgan Mortgage Trust Series 2004-A3 Due 07/25/2034*

Collateralized Mortgage Obligation 248,850 units

246,459



Citigroup/Deutsche Bank Commercial 2005-CD1 Variable Rate Due 07/15/2044

Commercial Mortgage Backed Security 230,000 units

246,142



Fannie Mae 1.43% Due 03/25/2037

Government Mortgage Backed Security 1,667,626 units

245,511



Federal Home Loan Mortgage Corporation Series 3852 Floating Rate Due 05/15/2041

Government Mortgage Backed Security 231,467 units

243,025



Wachovia Corporation 5.75% Due 02/01/2018

Corporate Bond 210,000 units

242,146



Stadshypotek AB (publ) 1.875% Due 10/02/2019

Corporate Bond 250,000 units

240,950



Merrill Lynch Mortgage Investors Inc. 2004-B Class 1 Due 05/25/2029*

Collateralized Mortgage Obligation 247,709 units

240,179



20
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

UBS Commercial Mortgage 2007 C7 Variable Rate Mortgage Pass Thru Class A/3 09/15/2045

Commercial Mortgage Backed Security 216,110 units

239,679



Fannie Mae Remic Trust 2005-87 5% Due 12/25/2033

Government Mortgage Backed Security 231,518 units

237,347



Exeter Automobile Receivables Trust 2013-1 Class A 0% Due 10/16/2017

Asset Backed Security 233,760 units

234,199



Fannie Mae Pool #Ap0645 3.5% Due 07/01/2032

Government Mortgage Backed Security 232,275 units

233,036



Federal Home Loan Mortgage Corporation Income Only Multiclass Series 4030 3.50% Due 04/15/2027

Government Mortgage Backed Security 1,817,345 units

232,397



Chase Mortgage Financial Trust Series 2007-A1 Pass-Through 2.753% Due 02/25/2037

Collateralized Mortgage Obligation 232,083 units

232,293



Banc America Commercial Mortgage Inc. 2005-3 Pass-Through 4.727% Due 07/10/2043*

Commercial Mortgage Backed Security 220,000 units

228,571



First Horizon Mortgage Pass-Through Trust Series 2004-AR6 4.75% Due 12/25/34

Collateralized Mortgage Obligation 229,648 units

225,871



General Electric Capital Corporation 2.25% Due 11/19/2015

Corporate Bond 219,000 units

225,704



Sequoia Mortgage Trust Floating Rate Due 11/20/2034

Collateralized Mortgage Obligation 228,842 units

225,152



Springleaf Mortgage Loan Trust 2013-1A Class A 1.27% Due 06/25/2058

Collateralized Mortgage Obligation 225,694 units

225,128



United States Treasury Bonds 4.24% Due 05/15/2039

Government Bond 210,000 units

223,945



Homestar Mortgage Acceptance Corporation Series 2004-4 Class A3 Floating Rate Due 09/25/2034

Collateralized Mortgage Obligation 224,456 units

223,383



United States Treasury Bonds 4.5% Due 02/15/2036

Government Bond 200,000 units

222,531



Oracle Corporation 3.625% Due 07/15/2023

Corporate Bond 224,000 units

222,201



Nordea Bank 1.625% Due 05/15/2018

Corporate Bond 225,000 units

219,846



HSBC Bank PLC 4.75% Due 01/19/2021

Corporate Bond 200,000 units

217,086



Flagship Credit Auto Trust 2013-2 Class A 1.94% Due 01/15/19

Asset Backed Security 213,422 units

213,404



Anadarko Petroleum Corporation 6.45% Due 09/15/2036

Corporate Bond 190,000 units

213,358



Goldman Sachs Group Inc. 5.375% Due 03/15/2020

Corporate Bond 190,000 units

211,305



Fannie Mae Pool #735070 6.5% Due 10/01/2024

Government Mortgage Backed Security 190,059 units

211,224



Fannie Mae Pool #254762 5% Due 05/01/2023

Government Mortgage Backed Security 192,791 units

209,234



Master Adjustable Rate Mortgages Trust 2004-8 Due 08/25/2034

Collateralized Mortgage Obligation 208,571 units

207,979



AT&T Inc. 3.875% Due 08/15/2021

Corporate Bond 205,000 units

207,686



Ford Credit Auto Owner .82% Due 12/15/2017

Asset Backed Security 201,000 units

201,730



UBS-Bank of America Merrill Lynch Trust Series 2012-Wrm 3.663% Due 06/10/2030*

Commercial Mortgage Backed Security 211,000 units

200,462



UBS Commercial Mortgage Income Only Trust 2012-C1 2.561868% Due 05/10/2045

Commercial Mortgage Backed Security 1,542,491 units

200,095



United States Treasury Notes 4% Due 08/15/2018

Government Bond 180,000 units

199,645



Fannie Mae Remic Series 2013-13 Class IK 03/25/2028

Government Mortgage Backed Security 1,700,874 units

198,691



UBS-Barclays Commercial Mortgage 2012-C2 3.52500009537% Due 05/10/2063

Commercial Mortgage Backed Security 197,600 units

195,320



CWMBS Inc. 5.25% Due 05/25/2034

Collateralized Mortgage Obligation 185,047 units

190,073



Structured Asset Securities Corporation 2003-26A Pass-Through Due 09/25/2033

Collateralized Mortgage Obligation 190,570 units

186,736



Wells Fargo Resecure Trust 2012-IO Class A 1.75% Due 08/22/2017*

Commercial Mortgage Backed Security 187,763 units

186,636



HLSS Servicer Advance Receivables Series 2013-T1 Class A2T1 1.4953% Due 01/16/2046

Asset Backed Security 186,000 units

185,312



Fannie Mae Pool #256601 6% Due 02/01/2027

Government Mortgage Backed Security 165,401 units

184,177



Cobalt CMBS Commercial Mortgage Trust 2006-C1 Pass-Through 5.186% Due 08/01/48

Commercial Mortgage Backed Security 170,000 units

183,429



Springleaf Mortgage Loan Trust Series 2012-2 Variable Rate Due 10/25/2057

Collateralized Mortgage Obligation 179,423 units

182,783



Fannie Mae Pool #576557 6.5% Due 06/01/2019

Government Mortgage Backed Security 162,653 units

180,879


 
American Credit Acceptance Receivables Series 2013-2 Class A 1.32% Due 02/15/2017
 
Asset Backed Security 180,695 units
 
180,738

 

Springleaf Mortgage Loan Trust 2013-2 Class M-/1 Variable Rate Due 12/25/2065

Collateralized Mortgage Obligation 181,000 units

177,996



Northstar Mortgage Trust Series 2012-1 Floating Rate Due 04/25/2015

Commercial Mortgage Backed Security 177,449 units

177,515



Bayview Commercial Asset Trust Variable Rate Due 11/25/2035

Commercial Mortgage Backed Security 206,746 units

177,140



Morgan Stanley Dean Witter Capital I Trust 2003-HYB1 Variable Rate Due 02/25/2033

Collateralized Mortgage Obligation 175,035 units

173,185



Springleaf Mortgage Loan Trust 2013-2 Class M-2 Variable Rate 12/25/65

Collateralized Mortgage Obligation 175,000 units

172,343



Morgan Stanley 5.75% Due 01/25/2021

Corporate Bond 150,000 units

169,690



Federal Home Loan Mortgage Corporation Multiclass Series 3852 Floating Rate Due 05/15/2041

Government Mortgage Backed Security 161,169 units

167,975



HLSS Servicer Advance Receivables Trust Series 2013-T4 Class AT4 1.183% Due 08/15/2044

Asset Backed Security 168,000 units

167,798



HSBC Holdings PLC 4% Due 03/30/2022

Corporate Bond 163,000 units

167,539



Banc of America Funding Corporation Series 2005-E Class 4-A-1 Due 03/20/2035*

Collateralized Mortgage Obligation 166,546 units

167,323



21
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

Fannie Mae Stripped Mortgage-Backed Securities Trust 410 Class 29 4% Due 05/25/2027

Government Mortgage Backed Security 1,311,303 units

165,683



AmeriCredit Automobile Receivables Trust 2013-3

Asset Backed Security 164,000 units

163,711



Telefonica 6.221% Due 07/03/2017

Corporate Bond 145,000 units

163,462



Trafigura Securitisation Finance PLC Due 10/15/2015

Asset Backed Security 160,000 units

161,945



Residential Accredited Loans Inc. Pass-Through Series 2003QS7 4.75% Due 04/25/2033

Collateralized Mortgage Obligation 158,668 units

161,564



Royal Bank of Canada 1.2% Due 09/19/2017

Corporate Bond 163,000 units

161,506



Structured Asset Securities Corporation Series 2004-6XS Due 03/25/2034

Asset Backed Security 162,563 units

161,231



United States Treasury Notes 3.25% Due 12/31/2016

Government Bond 150,000 units

160,887



General Electric Capital Corporation 5.5% Due 01/08/2020

Corporate Bond 140,000 units

160,323



Conoco Inc. 6.95% Due 04/15/2029

Corporate Bond 125,000 units

158,172



VFC 2013-1 LLC & Subsidiaries 144A 3.13% Due 03/20/2026

Asset Backed Security 157,102 units

158,032



Wells Fargo & Company 4.48% Due 01/16/2024*

Corporate Bond 158,000 units

157,280



Hess Corporation LLC 5.29% Due 03/25/2016

Asset Backed Security 150,000 units

156,856



Fannie Mae Pool #256556 6% Due 01/01/2027

Government Mortgage Backed Security 141,010 units

156,781



CitiFinancial Mortgage 5.348% Due 08/25/2033

Asset Backed Security 160,999 units

156,428



Thornburg Mortgage Securities Trust 2004-3 Pass-Through Floating Rate Due 11/30/2044

Collateralized Mortgage Obligation 162,861 units

155,871



Santander Drive Auto Receivables Trust 0.82999998331% Due 12/15/2016

Asset Backed Security 155,000 units

155,032



Spectra Energy Capital 5.65% Due 03/01/2020

Corporate Bond 141,000 units

153,539



Banc America Mortgage Securities Inc. Series 2003-3 5.5% Due 05/25/2033*

Collateralized Mortgage Obligation 148,030 units

152,242



Fannie Mae Pool #889213 5.5% Due 10/01/2020

Government Mortgage Backed Security 139,271 units

150,479



Wells Fargo Mortgage Backed Securities Due 09/25/2034*

Collateralized Mortgage Obligation 148,421 units

149,827



Morgan Stanley Capital I Trust 2011-C3 4.054% Due 07/15/2049

Commercial Mortgage Backed Security 141,000 units

149,398



Citigroup Mortgage Loan Trust Series 2010-8 4.5% Due 12/25/2036

Collateralized Mortgage Obligation 144,472 units

148,597



Merrill Lynch & Company Inc. 6.875% Due 04/25/2018*

Corporate Bond 125,000 units

147,796



Washington Mutual Mortgage Pass-Through 2.67% Due 08/25/2033

Collateralized Mortgage Obligation 145,582 units

146,019



Wells Fargo Mortgage Backed Securities 2004-EE Trust Variable Rate Due 12/25/2034*

Collateralized Mortgage Obligation 144,365 units

146,013



PRICOA Global Funding 1.6% Due 05/29/2018

Corporate Bond 150,000 units

145,402



Carfinance Cap Auto Trust 2013-1 Class A 1.65% Due 07/17/2017

Asset Backed Security 144,880 units

144,560



Barrick North America Finance LLC 4.4% Due 05/30/2021

Corporate Bond 150,000 units

144,427



Nordea Bank 7% Due 11/13/2014

Corporate Bond 140,000 units

143,891



CWMBS Inc. Pass-Through 5.25% Due 05/25/2034

Collateralized Mortgage Obligation 141,197 units

142,719



Santander Drive Auto Receivables Trust 1.08% Due 04/15/2016

Asset Backed Security 142,319 units

142,584



Verizon Communications Inc. 5.5% Due 02/15/2018

Corporate Bond 125,000 units

141,220



PHH Mortgage Trust Series 6% Due 07/25/2038

Collateralized Mortgage Obligation 136,513 units

141,066



Citigroup, Inc. 8.5% Due 05/22/2019

Corporate Bond 110,000 units

140,975



Sequoia Mortgage Trust Variable Rate Due 09/20/2034

Collateralized Mortgage Obligation 149,135 units

140,898



JP Morgan Mortgage Trust 2006-A2 3.75% Due 04/25/2036*

Collateralized Mortgage Obligation 138,718 units

139,609



Time Warner Inc. 4.75% Due 03/29/2021

Corporate Bond 130,000 units

138,628



Fannie Mae Series 343 Class 29 5% Due 10/01/2018

Government Mortgage Backed Security 1,789,920 units

138,286



Master Alternative Loan Trust 5.5% Pass-Through

Collateralized Mortgage Obligation 131,677 units

137,830



Comcast Corporation 6.5% Due 01/15/2017

Corporate Bond 120,000 units

137,472



DBUBS Mortgage Trust Pass Through Income Only Series 2011-Lc2 Class X-A 144A Due 07/10/2044

Commercial Mortgage Backed Security 2,414,784 units

137,350



Keycorp 5.1% Due 03/24/2021

Corporate Bond 125,000 units

136,614



JP Morgan Mortgage Trust Series 2004-S1 5.5% Due 09/25/2034*

Collateralized Mortgage Obligation 130,369 units

135,287



Trans Canada Pipelines Limited 3.8% Due 10/01/2020

Corporate Bond 130,000 units

134,567



Barclays Bank 5.2% Due 07/10/2014

Corporate Bond 130,000 units

133,246



Huntington Auto Trusts Series 2012-1 0.81% Due 09/15/2016

Asset Backed Security 132,328 units

132,654



Master Alternative Loan Trust 2004-3 6.25% Due 04/25/2034

Collateralized Mortgage Obligation 127,659 units

132,043



Centex Home Equity 4.68% Due 06/25/2032

Asset Backed Security 126,023 units

130,656



Illinois State Taxable Pension 5.1% Due 06/01/2033

Municipal/Provincial Bond 140,000 units

130,452



Fannie Mae Remic Trust 2010-49 Variable Rate Due 03/25/2040

Government Mortgage Backed Security 111,200 units

130,330



Nabors Industries Limited 4.625% Due 09/15/2021

Corporate Bond 130,000 units

130,152



MetLife Global 2.5% Due 09/29/2015

Corporate Bond 125,000 units

128,741



Bank of America Funding Corporation 7.375% Due 05/15/2014*

Corporate Bond 125,000 units

128,111



International Business Machines Corporation 7.625% Due 10/15/2018

Corporate Bond 100,000 units

125,086



22
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

Credit Agricole SA 8.375% Floating Rate Due 08/15/2029

Corporate Bond 110,000 units

124,850



Washington Mutual Mortgage 5.5% Due 04/25/2033

Collateralized Mortgage Obligation 122,629 units

124,413



Citigroup Mortgage Loan Trust 2008-AR4 Remic Pass-Through Due 11/25/2038

Collateralized Mortgage Obligation 123,395 units

124,370



American Express Credit 5.125% Due 08/25/2014

Corporate Bond 120,000 units

123,654



Bank of Montreal 2.55% Due 11/06/2022

Corporate Bond 135,000 units

123,420



Kraft Foods Group Inc. 5.375% Due 02/10/2020

Corporate Bond 109,000 units

122,974



Goldman Sachs Group Inc. 7.5% Due 02/15/2019

Corporate Bond 100,000 units

121,797



Morgan Stanley 7.3% Due 05/13/2019

Corporate Bond 100,000 units

121,441



Ginnie Mae 2007-024 Remic Pass-Through Floating Rate Due 05/20/2037

Government Mortgage Backed Security 924,873 units

120,611



General Electric Capital Corporation 5.625% Due 05/01/2018

Corporate Bond 105,000 units

120,579



Citigroup Commercial Mortgage Trust Series 2005-C3 Due 05/15/2043

Commercial Mortgage Backed Security 115,000 units

119,731



United States Treasury Bonds 6.375% Due 08/15/27

Government Bond 90,000 units

119,503



Mercedes-Benz Auto Series 2013-1 Class A 3.78% Due 08/15/2017

Asset Backed Security 119,000 units

119,228



Ontario Province Canada 4% Due 10/07/2019

Municipal/Provincial Bond 110,000 units

119,079



Credit Suisse First Boston Securities Corporation Series 2006-C1 Floating Rate Due 02/15/2039

Commercial Mortgage Backed Security 110,000 units

118,514



Ryder System Inc. Trust 00208 3.5% Due 06/01/2017

Corporate Bond 113,000 units

118,233



Hydro-Quebec Series 8.4% Due 01/15/2022

Municipal/Provincial Bond 90,000 units

117,613



General Electric Capital Corporation 6% Due 08/07/2019

Corporate Bond 100,000 units

117,331



Morgan Stanley 6.625% Due 04/01/2018

Corporate Bond 100,000 units

117,009



Jefferies Group 8.5% Due 07/15/2019

Corporate Bond 95,000 units

115,900



Comcast Corporation 5.7% Due 07/01/2019

Corporate Bond 100,000 units

115,577



Laboratory Corporation of America Holdings 2.2% Due 08/23/2017

Corporate Bond 115,000 units

115,375



Morgan Stanley Mortgage Loan Trust 2004-2AR Due 09/25/2034

Collateralized Mortgage Obligation 117,464 units

115,199



Ameriprise Financial Inc. 4% Due 10/15/2023

Corporate Bond 115,000 units

114,659



First Investors Auto Owner Trust 2013-1 Class A-2 2 .9% Due 10/15/2018

Asset Backed Security 114,604 units

114,656



General Electric Capital Corporation 5.625% Due 09/15/2017

Corporate Bond 100,000 units

113,760



Apple Inc. 2.4% Due 05/03/2023

Corporate Bond 126,000 units

113,301



EOG Resources Inc. 2.625% Due 03/15/2023

Corporate Bond 124,000 units

112,811



British Telecommunications PLC Stepup 12/15/2030

Corporate Bond 75,000 units

111,918



Intuit Inc. 5.75% Due 03/15/2017

Corporate Bond 100,000 units

111,809



Fannie Mae 0% Due 12/01/2024

Government Mortgage Backed Security 115,498 units

111,713



Rio Tinto Financial USA 9% Due 05/01/2019

Corporate Bond 85,000 units

110,978



Praxair Inc. 1.25% Due 11/07/2018

Corporate Bond 115,000 units

109,922



Amerada Hess Corporation 7.3% Due 08/15/2031

Corporate Bond 90,000 units

109,914



Lincoln National Corporation 6.25% Due 02/15/2020

Corporate Bond 95,000 units

109,519



Wells Fargo Mortgage Backed Securities 2004-K Due 07/25/2034*

Collateralized Mortgage Obligation 109,432 units

109,419



Nordea Bank 4.875% Due 01/27/2020

Corporate Bond 100,000 units

109,293



Principal Life Global 2.25% Due 10/15/2018

Corporate Bond 110,000 units

109,127



Toronto Dominion Bank 2.2% Due 07/29/2015

Corporate Bond 105,000 units

107,783



Roche Holdings Inc. 6% Due 03/1/2019

Corporate Bond 92,000 units

107,662



Dow Chemical Company 8.55% Due 05/15/2019

Corporate Bond 83,000 units

107,169



Credit Suisse First Boston 5.125% Due 08/15/2015

Corporate Bond 100,000 units

107,161



Fannie Mae Pool #735439 6% Due 09/01/2019

Government Mortgage Backed Security 100,291 units

106,957



Banc America Commercial Mortgage Inc. 2005-6 5.195% Due 09/10/2047*

Commercial Mortgage Backed Security 100,000 units

106,454



Rabobank Nederland Variable Rate Due 12/29/2049

Corporate Bond 80,000 units

105,900



HSBC Finance Corporation 5% Due 06/30/2015

Corporate Bond 100,000 units

105,672



GMAC Commercial Mortgage Securities 5.238% Due 11/10/2045

Commercial Mortgage Backed Security 100,000 units

105,068



GS Mortgage Securities Corporation 2004-6F 5.5% Due 05/25/3034

Collateralized Mortgage Obligation 99,991 units

104,773



Massmutual Global Funding 3.125% Due 04/14/2016

Corporate Bond 100,000 units

104,676



National Australia Bank Limited 3% Due 07/27/2016

Corporate Bond 100,000 units

104,668



Peco Energy Company 2.375% Due 09/15/2022

Corporate Bond 115,000 units

104,508



Simon Property Group Inc. 6.125% Due 05/30/2018

Corporate Bond 90,000 units

104,203



Morgan Stanley 3.45% Due 02/11/2015

Corporate Bond 100,000 units

104,091



Citigroup, Inc. 6.125% Due 11/21/2017

Corporate Bond 90,000 units

103,744



Ginnie Mae Remic Series 2008-40 Floating Rate Due 05/16/2038

Government Mortgage Backed Security 599,074 units

103,639



HRPT Properties Trust 6.65% Due 01/15/2018

Corporate Bond 95,000 units

103,589



Ginnie Mae 2009-016 Remic Pass-Through Floating Rate Due 05/20/2037

Government Mortgage Backed Security 559,961 units

103,299



Ontario Province Canada 2.7% Due 06/16/2015

Municipal/Provincial Bond 100,000 units

103,289



23
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)

Identity of Issue
 
Description of Investment
 
Current Value

Total Capital 2.3% Due 03/15/2016

Corporate Bond 100,000 units

103,031



Macquarie Bank Limited 5% Due 02/22/2017

Corporate Bond 95,000 units

103,022



Daimler Financial North America LLC 2.25% Due 07/31/2019

Corporate Bond 105,000 units

102,910



EMC Corporation 2.65% Due 06/01/2020

Corporate Bond 105,000 units

102,835



Bayview Commercial Asset Trust Variable Rate Due 01/25/2036

Commercial Mortgage Backed Security 120,455 units

102,807



International Business 1.95% Due 07/22/2016

Corporate Bond 100,000 units

102,735



Commonwealth Bank of Australia 3.75% Due 10/15/2014

Corporate Bond 100,000 units

102,549



Norfolk Southern Corporation 2.903% Due 02/15/2023

Corporate Bond 111,000 units

102,528



Bank of America Corporation 5.65% Due 05/01/2018*

Corporate Bond 90,000 units

102,444



Barclays Bank 2.75% Due 02/23/2015

Corporate Bond 100,000 units

102,259



Banc of America Alternative Loan Trust 2003-5 5% Due 07/25/2018*

Collateralized Mortgage Obligation 99,244 units

102,199



MetLife Global 5.125% Due 06/10/2014

Corporate Bond 100,000 units

102,073



Bank of Nova Scotia 1.65% Due 10/29/2015
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