2012 Puerto Rico 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, 2012
OR
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-12477
THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED
State Road 31, Kilometer 24.6, Juncos, Puerto Rico 00777
(Full title and address 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)
 
 






The Retirement and Savings Plan for
Amgen Manufacturing, Limited
Audited Financial Statements
and Supplemental Schedule

Years Ended December 31, 2012 and 2011

Contents
 
 
 
 
 
Audited Financial Statements:
 
 
 
 
 
Supplemental Schedule:
 
 
 
 
 




Report of Independent Registered Public Accounting Firm
Amgen Manufacturing, Limited, as Named Fiduciary, and the Plan Participants
of The Retirement and Savings Plan for Amgen Manufacturing, Limited
We have audited the accompanying statements of net assets available for benefits of The Retirement and Savings Plan for Amgen Manufacturing, Limited (the Plan) as of December 31, 2012 and 2011, 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, 2012 and 2011, 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 performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the financial statements but is 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 is the responsibility of the Plan’s management. The 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
San Juan, Puerto Rico
June 14, 2013

1


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statements of Net Assets Available for Benefits
 

 
 
December 31
 
 
2012
 
2011
Assets
 
 
 
 
Investments at fair value
 
$
205,455,233

 
$
156,693,609

Notes receivable from participants
 
14,324,229

 
13,394,566

Other – principally due from broker
 
192,076

 
109,583

Total assets
 
219,971,538

 
170,197,758

Liabilities
 
 
 
 
Other – principally due to broker
 
247,008

 
174,543

Net assets reflecting investments at fair value
 
219,724,530

 
170,023,215

Adjustment from fair value to contract value for interest in collective
trust fund relating to fully benefit-responsive investment contracts
 
(543,924
)
 
(399,737
)
Net assets available for benefits
 
$
219,180,606

 
$
169,623,478

See accompanying notes.

2


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statements of Changes in Net Assets Available for Benefits
 

 
 
Year Ended December 31
 
 
2012
 
2011
Additions to (deductions from) net assets:
 
 
 
 
Employer contributions
 
$
13,701,968

 
$
12,333,886

Participant contributions
 
10,398,675

 
8,851,097

Rollover contributions
 
218,758

 
588,590

Interest and dividend income
 
2,032,895

 
1,259,757

Net realized/unrealized gains
 
29,003,843

 
383,876

Interest income on notes receivable from participants
 
575,959

 
575,157

Benefits paid
 
(6,043,477
)
 
(6,032,006
)
Investment and administrative fees
 
(331,493
)
 
(326,938
)
Net increase
 
49,557,128

 
17,633,419

Net assets available for benefits at beginning of year
 
169,623,478

 
151,990,059

Net assets available for benefits at end of year
 
$
219,180,606

 
$
169,623,478

See accompanying notes.

3


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements
December 31, 2012
1. Description of the Plan
The following description of The Retirement and Savings Plan for Amgen Manufacturing, Limited (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 January 1, 2002, most recently amended and restated effective January 1, 2012, and subsequently amended, with the most recent amendment adopted December 1, 2012. The Plan is a defined contribution plan covering substantially all Puerto Rico resident employees of Amgen Manufacturing, Limited (the Company), a wholly owned subsidiary of Amgen Inc. (Amgen). The Plan, as amended and restated, is intended to qualify under Section 1081.01 of the New Puerto Rico Internal Revenue Code (the PR 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 and after-tax contributions or a combination of these types of contributions. A participant’s pre-tax contributions are subject to PR Code and Plan limitations and could not exceed $13,000 in 2012 and $10,000 in 2011. Participants may elect to contribute after-tax contributions beginning January 1 of the year following the year the participant was hired. Participant after-tax contributions are subject to PR Code and Plan limitations and could not exceed $1,500 in 2012 and 2011. 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 pre-tax contributions, referred to as catch-up contributions, that are subject to PR Code and Plan limitations and could not exceed $1,500 in 2012 and $1,000 in 2011. Participants may also contribute pre-tax and after-tax amounts representing distributions from certain other retirement plans qualified in Puerto Rico, referred to as rollover contributions (as defined in the Plan).

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 4% of each participant’s eligible compensation up to a maximum of $10,000 in 2012 (Core Contributions). In addition, the Company makes a contribution equal to amounts contributed by the participant as pre-tax contributions, including catch-up contributions, of up to 5% of eligible compensation (Matching Contributions). Matching Contributions could not exceed $12,500 in 2012 and $11,000 in 2011.

4


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

1. Description of the Plan (continued)
 Contributions (continued)
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 who are or became eligible employees on or after January 1, 2007 are 100% vested with respect to their Company Contributions and earnings and losses (hereafter referred to as “earnings”) thereon. Participants who are not and do not become eligible employees on or after January 1, 2007 are subject to certain vesting conditions (as defined in the Plan) with regard to Company contributions and related earnings thereon. All participants are 100% vested with respect to their contributions and 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 vested portion of the participant’s account.
Plan Investments
Participants can invest in any of 14 different asset classes 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 are primarily composed of investments in publicly traded common and preferred stocks. The asset classes are designed to provide participants with choices among a variety of investment objectives.

5


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

1. Description of the Plan (continued)
Payments of Benefits
Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan), death or retirement, a participant or the participant’s named beneficiary may elect to receive an amount equal to the value of his or her vested 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, or (d) a rollover distribution to an eligible retirement plan. If a participant dies before receiving the value of his or her vested 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.
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 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 January 1, 2006 bear interest at fixed rates based on the average borrowing rates of certain major banks. Loans made on or after January 1, 2006 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 ranging from one 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 vested account balances.
Trustee
Banco Popular de Puerto Rico is the Plan’s trustee.
 

6


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

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).
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. 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.
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, 2012 and 2011.
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.

7


The Retirement and Savings Plan for Amgen Manufacturing, Limited
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.

8


The Retirement and Savings Plan for Amgen Manufacturing, Limited
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, 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
 
$
39,777,427

 
$
—

 
$
—

 
$
39,777,427

Cash and cash equivalents
 
169,867

 
—

 
—

 
169,867

Common and preferred stocks:
 
 
 
 
 
 
 
 
Large cap growth
 
17,971,848

 
—

 
—

 
17,971,848

Large cap value
 
4,921,690

 
—

 
—

 
4,921,690

Small-mid cap growth
 
1,966,733

 
—

 
—

 
1,966,733

Small-mid cap value
 
15,271,526

 
8,794

 
—

 
15,280,320

Other
 
684,275

 
—

 
—

 
684,275

Mutual funds:
 
 
 
 
 
 
 
 
High yield debt
 
3,771,941

 
—

 
—

 
3,771,941

Inflation indexed debt
 
1,078,504

 
—

 
—

 
1,078,504

International growth
 
6,661,875

 
—

 
—

 
6,661,875

International value
 
10,242,760

 
—

 
—

 
10,242,760

Real estate investment trust index
 
4,999,478

 
—

 
—

 
4,999,478

Collective trust funds:
 
 
 
 
 
 
 
 
Capital preservation
 
—

 
19,299,926

 
—

 
19,299,926

Emerging markets equity
 
—

 
6,276,475

 
—

 
6,276,475

Fixed income
 
—

 
11,388,372

 
—

 
11,388,372

Inflation indexed debt
 
—

 
87,961

 
—

 
87,961

International growth
 
—

 
2,834,318

 
—

 
2,834,318

International value
 
—

 
931,634

 
—

 
931,634

Large cap growth
 
—

 
821,472

 
—

 
821,472

Large cap index
 
—

 
41,487,995

 
—

 
41,487,995

Large cap value
 
—

 
231,842

 
—

 
231,842

Short term investments
 
—

 
3,617,535

 
—

 
3,617,535

Small-mid cap growth
 
—

 
112,439

 
—

 
112,439

Small-mid cap index
 
—

 
9,140,982

 
—

 
9,140,982

Small-mid cap value
 
—

 
1,697,564

 
—

 
1,697,564

 
 
$
107,517,924

 
$
97,937,309

 
$
—

 
$
205,455,233

 

9


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

 
 
Fair value measurements at December 31, 2011 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
 
$
28,916,100

 
$
—

 
$
—

 
$
28,916,100

Cash and cash equivalents
 
187,189

 
—

 
—

 
187,189

Common and preferred stocks:
 
 
 
 
 
 
 
 
Large cap growth
 
15,336,282

 
—

 
—

 
15,336,282

Large cap value
 
5,132,744

 
—

 
—

 
5,132,744

Small-mid cap growth
 
1,699,446

 
—

 
—

 
1,699,446

Small-mid cap value
 
12,569,986

 
10,939

 
—

 
12,580,925

Other
 
416,735

 
—

 
—

 
416,735

Mutual funds:
 
 
 
 
 
 
 
 
High yield debt
 
2,744,734

 
—

 
—

 
2,744,734

Inflation indexed debt
 
739,955

 
—

 
—

 
739,955

International growth
 
4,532,198

 
—

 
—

 
4,532,198

International value
 
5,922,320

 
—

 
—

 
5,922,320

Real estate investment trust index
 
4,111,878

 
—

 
—

 
4,111,878

Collective trust funds:
 
 
 
 
 
 
 
 
Capital preservation
 
—

 
15,774,230

 
—

 
15,774,230

Emerging markets equity
 
—

 
4,838,408

 
—

 
4,838,408

Fixed income
 
—

 
7,869,660

 
—

 
7,869,660

Inflation indexed debt
 
—

 
82,026

 
—

 
82,026

International growth
 
—

 
2,178,094

 
—

 
2,178,094

International value
 
—

 
582,082

 
—

 
582,082

Large cap growth
 
—

 
995,649

 
—

 
995,649

Large cap index
 
—

 
31,166,960

 
—

 
31,166,960

Large cap value
 
—

 
555,005

 
—

 
555,005

Short term investments
 
—

 
2,871,691

 
—

 
2,871,691

Small-mid cap growth
 
—

 
109,485

 
—

 
109,485

Small-mid cap index
 
—

 
6,398,169

 
—

 
6,398,169

Small-mid cap value
 
—

 
951,644

 
—

 
951,644

 
 
$
82,309,567

 
$
74,384,042

 
$
—

 
$
156,693,609



10


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)
The fair value of common stocks (including Amgen stock), preferred stocks and mutual funds are valued using quoted market prices in active markets with no valuation adjustment.
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, which requires a one-year notice to be given in the event of complete liquidation.
4. Investments
The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2012 and 2011 are as follows:
 
 
 
December 31
 
 
2012
 
2011
Amgen stock
 
$
39,777,427

 
$
28,916,100

Blackrock Equity Index Fund F – Collective trust fund
 
37,505,088

 
29,272,493

Wells Fargo Stable Return Fund G – Collective trust fund
 
19,299,926

 
15,774,230

 During the years ended December 31, 2012 and 2011, net realized and unrealized gains on the Plan’s investments were as follows:
 
 
 
Year Ended December 31
 
 
2012
 
2011
Amgen stock
 
$
10,071,262

 
$
4,172,316

Common and preferred stocks
 
6,252,359

 
(970,162
)
Mutual funds
 
3,215,869

 
(2,227,254
)
Collective trust funds
 
9,463,527

 
(559,606
)
Other
 
826

 
(31,418
)
 
 
$
29,003,843

 
$
383,876


11


The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

5. Income Tax Status
The Plan received a determination letter from the Puerto Rico Treasury Department (PRTD) dated June 22, 2007 and with an effective date of January 1, 2006 stating that the Plan is qualified, in form, under Section 1165 of the Puerto Rico Internal Revenue Code of 1994, as amended (the 1994 PR Code) and therefore, the related trust forming part of the Plan is exempt from taxation. The 1994 PR Code was repealed and the PR Code was approved effective for taxable years starting after December 31, 2010. Several rules related to the qualification of pension plans were amended effective for taxable year 2011, and others effective for taxable year 2012. The provisions of the PR Code also require that the Plan be amended in order to comply with those requirements, and the deadline for compliance was extended by the PRTD to June 30, 2013. The PR Code also required that the Plan be submitted to the PRTD in order to obtain a new determination letter issued by the PRTD to maintain the Plan’s qualified status. The request of a new determination letter must be submitted to the PRTD upon the later of the last day to file the Company’s income tax return for taxable year 2012 or September 30, 2013.
For taxable year 2012, the Company believes the Plan was amended accordingly and operated in compliance with the applicable requirements of the PR Code, and therefore, believes that the Plan is qualified and the related trust is tax exempt. The Company will timely request a determination letter from the PRTD in order to comply with the rules provided by the PR Code.
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, 2012, 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 PRTD, however there are currently no audits for any periods in progress. The Company believes the Plan is no longer subject to PRTD examinations with respect to annual reports for years prior to 2008.
6. Services Provided by the Company
During 2012 and 2011, the Company has 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 the Form 5500 as of December 31, 2012 and 2011 consisted of the following:
 
 
 
December 31
 
 
2012
 
2011
Net assets available for benefits per the financial statements
 
$
219,180,606

 
$
169,623,478

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
543,924

 
399,737

Amounts allocated to withdrawing participants
 
(3,361
)
 
—

Deemed loans
 
(153,549
)
 
(87,938
)
Net assets per the Form 5500
 
$
219,567,620

 
$
169,935,277


12



The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)

7. Reconciliation of Financial Statements to Form 5500 (continued)
For the year ended December 31, 2012, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2012
Interest and dividend income
 
$
2,032,895

Net realized/unrealized gains
 
29,003,843

Total net investment income per the financial statements
 
31,036,738

Adjustment from fair value to contract value for interest in collective trust funds relating to fully benefit-responsive investment contracts:
 
 
Less prior year adjustment
 
(399,737
)
Add current year adjustment
 
543,924

Total net investment income per the Form 5500
 
$
31,180,925

For the year ended December 31, 2012, the following is a reconciliation of distributions per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2012
Benefits paid
 
$
(6,043,477
)
Investment and administrative fees
 
(331,493
)
Total distributions per the financial statements
 
(6,374,970
)
Add prior year amounts allocated to withdrawing participants
 
—

Less current year amounts allocated to withdrawing participants
 
(3,361
)
Add prior year deemed loan balance
 
87,938

Less current year deemed loan balance
 
(153,549
)
Total distributions per the Form 5500
 
$
(6,443,942
)

13

Supplemental Schedule
The Retirement and Savings Plan for Amgen Manufacturing, Limited
EIN: 98-0210484 Plan: #001
December 31, 2012
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
 
 
Identity of Issue
 
Description of Investment
 
Current Value
 
 
 
 
 
 
 
 Amgen stock*

 Employer Securities 461,455 shares



$
39,777,427








 Capital Preservation Asset Class:







Wells Fargo Stable Return Fund G*

 Collective trust fund 375,000 units

$
19,299,926



Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 1,484,763 units

1,484,763



 Total Capital Preservation Asset Class




20,784,689









 Emerging Markets Equity Asset Class:







JP Morgan Emerging Markets Equity Focus Fund*

 Collective trust fund 328,470 units

5,915,752




Northern Trust Global Investments Collective Daily MSCI Emerging Markets Fund - Non Lending*

 Collective trust fund 2,302 units

360,723


 Total Emerging Markets Equity Asset Class





6,276,475









 Fixed Income Asset Class:







JP Morgan Core Bond Fund*

 Collective trust fund 625,980 units

10,272,333



Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund - Non Lending*

 Collective trust fund 8,794 units

1,116,039


 Total Fixed Income Asset Class





11,388,372









 High Yield Asset Class:






Blackrock High Yield Bond Fund F

 Mutual Fund 466,247 units

3,771,941



Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 411,219 units

411,219


 Total High Yield Asset Class




4,183,160








 Inflation Protection Asset Class:







Vanguard Inflation Protected Fund

 Mutual Fund 37,789 units

1,078,504



Northern Trust Global Investments Collective Daily Tips Index Fund - Non Lending*

 Collective trust fund 626 units

87,961


 Total Inflation Protection Asset Class





1,166,465









 International Growth Asset Class:






GE Institutional International Equity Fund

 Mutual Fund 597,478 units

6,661,875



Artisan International Fund*

 Collective trust fund 140,556 units

2,306,521



Northern Trust Global Investments Collective Daily EAFE Index Fund - Non Lending*

 Collective trust fund 2,405 units

527,797




Cash

 Cash and cash equivalents

574


 Total International Growth Asset Class





9,496,767









 International Value Asset Class:







Dodge & Cox International Fund

 Mutual Fund 295,692 units

10,242,760



Northern Trust Global Investments Collective Daily EAFE Index Fund - Non Lending*

 Collective trust fund 4,245 units

931,634


 Total International Value Asset Class:





11,174,394









 Large Cap Growth Asset Class:







Apple Inc.

 Common and preferred stock 2,065 shares

1,100,702




Google Inc. Class A

 Common and preferred stock 1,230 shares

872,525




Northern Trust Global Investments Collective Daily Russell 1000 Growth Index Fund - Non Lending*

 Collective trust fund 4,428 units

821,472




Visa Inc. Class A

 Common and preferred stock 4,680 shares

709,394




14
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)


 
Identity of Issue
 
Description of Investment
 
Current Value

Amazon.com Inc.

 Common and preferred stock 2,405 shares

603,992




Salesforce.com Inc.

 Common and preferred stock 3,110 shares

522,791




Qualcomm Inc.

 Common and preferred stock 8,063 shares

500,067




Allergan Inc.

 Common and preferred stock 4,420 shares

405,447




priceline.com Inc.

 Common and preferred stock 573 shares

355,948




Schlumberger Limited

 Common and preferred stock 4,750 shares

329,128




Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 307,404 units

307,404




Intuitive Surgical, Inc.

 Common and preferred stock 595 shares

291,771




Microsoft Corporation

 Common and preferred stock 10,090 shares

269,706




Nike Inc. Class B

 Common and preferred stock 5,060 shares

261,096




Coach Inc.

 Common and preferred stock 4,595 shares

255,069




Alexion Pharmaceuticals Inc.

 Common and preferred stock 2,705 shares

253,756




F5 Networks Inc.

 Common and preferred stock 2,595 shares

252,104




Praxair Inc.

 Common and preferred stock 2,300 shares

251,735




EMC Corporation

 Common and preferred stock 9,280 shares

234,784




National Oilwell Varco, Inc.

 Common and preferred stock 3,260 shares

222,822




Starbucks Corporation

 Common and preferred stock 4,133 shares

221,612




International Business Machines Corporation

 Common and preferred stock 1,152 shares

220,666




ASML Holding N. V.

 Common and preferred stock 3,364 shares

216,675




Accenture PLC

 Common and preferred stock 3,190 shares

212,135




Honeywell International Inc.

 Common and preferred stock 3,050 shares

193,583




Chipotle Mexican Grill Inc.

 Common and preferred stock 642 shares

190,969




CBS Corporation Class B

 Common and preferred stock 4,900 shares

186,446




Cerner Corporation

 Common and preferred stock 2,325 shares

180,513




Facebook Inc.

 Common and preferred stock 6,475 shares

172,429




Philip Morris International Inc.

 Common and preferred stock 2,020 shares

168,953




Walt Disney Company

 Common and preferred stock 3,320 shares

165,302




eBay Inc.

 Common and preferred stock 3,090 shares

157,652




Las Vegas Sands Corporation

 Common and preferred stock 3,400 shares

156,944




Teradata Corporation

 Common and preferred stock 2,490 shares

154,106




Regeneron Pharmaceuticals, Inc.

 Common and preferred stock 900 shares

153,963




Citrix Systems, Inc.

 Common and preferred stock 2,250 shares

147,938




Costco Wholesale Corporation

 Common and preferred stock 1,470 shares

145,192




Red Hat Inc.

 Common and preferred stock 2,740 shares

145,110




Cummins Inc.

 Common and preferred stock 1,320 shares

143,023




IntercontinentalExchange, Inc.

 Common and preferred stock 1,150 shares

142,382




FMC Technologies Inc.

 Common and preferred stock 3,300 shares

141,339




Intuit Inc.

 Common and preferred stock 2,340 shares

139,230




T Rowe Price Group Inc.

 Common and preferred stock 2,080 shares

135,470




Ralph Lauren Corporation Class A

 Common and preferred stock 900 shares

134,928




Precision Castparts Corporation

 Common and preferred stock 710 shares

134,488




Home Depot Inc.

 Common and preferred stock 2,170 shares

134,215




Mastercard, Inc. Class A

 Common and preferred stock 270 shares

132,646




Comcast Corporation Class A

 Common and preferred stock 3,540 shares

132,325




Anheuser-Busch InBev

 Common and preferred stock 1,440 shares

125,870




Nordstrom, Inc.

 Common and preferred stock 2,290 shares

122,515




Estee Lauder Companies Inc. Class A

 Common and preferred stock 2,040 shares

122,114




American Tower Corporation

 Common and preferred stock 1,540 shares

118,996




Gilead Sciences Inc.

 Common and preferred stock 1,620 shares

118,989




Monsanto Company

 Common and preferred stock 1,250 shares

118,313




McDonalds Corporation

 Common and preferred stock 1,260 shares

111,145




Occidental Petroleum Corporation

 Common and preferred stock 1,440 shares

110,318




Ametek Inc.

 Common and preferred stock 2,827 shares

106,210




Whole Foods Market Inc.

 Common and preferred stock 1,150 shares

105,030




Novo-Nordisk A/S

 Common and preferred stock 640 shares

104,454




Southwestern Energy

 Common and preferred stock 3,100 shares

103,571




15
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)


 
Identity of Issue
 
Description of Investment
 
Current Value

Biomarin Pharmaceutical Inc.

 Common and preferred stock 2,100 shares

103,425




JP Morgan Chase & Company*

 Common and preferred stock 2,340 shares

102,890




Cameron International Corporation

 Common and preferred stock 1,790 shares

101,063




Abbott Laboratories

 Common and preferred stock 1,490 shares

97,595




Kansas City Southern

 Common and preferred stock 1,100 shares

91,828




Johnson & Johnson

 Common and preferred stock 1,290 shares

90,429




Anadarko Petroleum Corporation

 Common and preferred stock 1,190 shares

88,429




Eaton Corporation PLC

 Common and preferred stock 1,610 shares

87,262




Covidien PLC

 Common and preferred stock 1,500 shares

86,610




SAP AG

 Common and preferred stock 1,070 shares

86,007




Wells Fargo & Company*

 Common and preferred stock 2,490 shares

85,108




CVS Caremark Corporation

 Common and preferred stock 1,760 shares

85,096




Omnicom Group Inc.

 Common and preferred stock 1,670 shares

83,433




VMware Inc.

 Common and preferred stock 880 shares

82,843




Stryker Corporation

 Common and preferred stock 1,510 shares

82,778




TJX Companies Inc.

 Common and preferred stock 1,930 shares

81,929




Trimble Navigation, Limited

 Common and preferred stock 1,370 shares

81,899




Cognizant Technology Solutions Corporation Class A

 Common and preferred stock 1,100 shares

81,455




Paychex Inc.

 Common and preferred stock 2,470 shares

76,916




Starwood Hotels & Resorts Worldwide Inc.

 Common and preferred stock 1,340 shares

76,862




Coca-Cola Company

 Common and preferred stock 2,039 shares

73,914




TIBCO Software, Inc.

 Common and preferred stock 3,270 shares

71,973




Parker-Hannifin Corporation

 Common and preferred stock 840 shares

71,450




Actavis Inc.

 Common and preferred stock 820 shares

70,520




Chevron Corporation

 Common and preferred stock 650 shares

70,291




United Technologies Corporation

 Common and preferred stock 850 shares

69,709




Limited Brands

 Common and preferred stock 1,480 shares

69,649




Michael Kors Holdings Limited

 Common and preferred stock 1,350 shares

68,891




Northern Trust Corporation*

 Common and preferred stock 1,370 shares

68,719




Fortinet Inc.

 Common and preferred stock 3,260 shares

68,688




Agilent Technologies Inc.

 Common and preferred stock 1,670 shares

68,370




Amphenol Corporation Class A

 Common and preferred stock 1,050 shares

67,935




Mondelez International Inc.

 Common and preferred stock 2,610 shares

66,477




Athenahealth Inc.

 Common and preferred stock 900 shares

66,105




Church & Dwight Inc.

 Common and preferred stock 1,230 shares

65,891




Genuine Parts Company

 Common and preferred stock 1,030 shares

65,487




Medtronic Inc.

 Common and preferred stock 1,590 shares

65,222




Catamaran Corporation

 Common and preferred stock 1,330 shares

62,656




Ecolab, Inc.

 Common and preferred stock 860 shares

61,834




Adobe Systems Inc.

 Common and preferred stock 1,640 shares

61,795




Diageo Capital PLC

 Common and preferred stock 520 shares

60,622




Dollar General Corporation

 Common and preferred stock 1,370 shares

60,403




VF Corporation

 Common and preferred stock 390 shares

58,878




Chicago Bridge & Iron Company

 Common and preferred stock 1,260 shares

58,401




Verisk Analytics Inc. Class A

 Common and preferred stock 1,130 shares

57,630




Bed Bath & Beyond Inc.

 Common and preferred stock 1,029 shares

57,531




Cardinal Health Inc.

 Common and preferred stock 1,390 shares

57,240




Harley-Davidson Motor Company

 Common and preferred stock 1,170 shares

57,143




United Parcel Service Inc. Class B

 Common and preferred stock 770 shares

56,772




Shire PLC

 Common and preferred stock 610 shares

56,230




Joy Global Inc.

 Common and preferred stock 880 shares

56,126




Paccar Inc.

 Common and preferred stock 1,240 shares

56,060




Biogen Idec Inc.

 Common and preferred stock 370 shares

54,268




Edwards Lifesciences Corporation

 Common and preferred stock 600 shares

54,102




CF Industries Holdings, Inc.

 Common and preferred stock 260 shares

52,822




Crown Castle International Corporation

 Common and preferred stock 690 shares

49,790




Tractor Supply Company

 Common and preferred stock 550 shares

48,598




16
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)


 
Identity of Issue
 
Description of Investment
 
Current Value

Avago Technologies Limited

 Common and preferred stock 1,500 shares

47,490




Illumina, Inc.

 Common and preferred stock 840 shares

46,696




Halliburton Company

 Common and preferred stock 1,310 shares

45,444




Ingersoll-Rand PLC

 Common and preferred stock 940 shares

45,082




Oracle Corporation

 Common and preferred stock 1,190 shares

39,651




Stericycle, Inc.

 Common and preferred stock 360 shares

33,577




Cooper Companies Inc.

 Common and preferred stock 290 shares

26,819




Discovery Communications Inc.

 Common and preferred stock 70 shares

4,444



 Total Large Cap Growth Asset Class:




19,100,724









 Large Cap Index Asset Class:







Blackrock Equity Index Fund F*

 Collective trust fund 1,565,974 units

37,505,088




Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund - Non Lending*

 Collective trust fund 906 units

3,982,907



 Total Large Cap Index Asset Class




41,487,995









 Large Cap Value Asset Class:







Northern Trust Collective Russell 1000 Value Index Fund - Non Lending*

 Collective trust fund 1,240 units

231,842




Exxon Mobil Corporation

 Common and preferred stock 1,643 shares

142,197




Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 138,314 units

138,314




JP Morgan Chase & Company*

 Common and preferred stock 3,111 shares

136,791




Chevron Corporation

 Common and preferred stock 1,020 shares

110,303




Wells Fargo & Company*

 Common and preferred stock 3,085 shares

105,445




Merck & Company Inc.

 Common and preferred stock 2,569 shares

105,175




Pfizer Inc.

 Common and preferred stock 3,924 shares

98,414




Comcast Corporation Class A

 Common and preferred stock 2,495 shares

93,263




Citigroup, Inc.

 Common and preferred stock 2,353 shares

93,085




General Electric Company

 Common and preferred stock 4,331 shares

90,908




Noble Energy Inc.

 Common and preferred stock 848 shares

86,276




Sanofi-Aventis

 Common and preferred stock 1,799 shares

85,237




UnitedHealth Group Inc.

 Common and preferred stock 1,530 shares

82,987




Hess Corporation LLC

 Common and preferred stock 1,563 shares

82,776




State Street Corporation

 Common and preferred stock 1,741 shares

81,844




Motorola Solutions Inc.

 Common and preferred stock 1,429 shares

79,567




Ameriprise Financial Inc.

 Common and preferred stock 1,253 shares

78,475




PepsiCo Inc.

 Common and preferred stock 1,134 shares

77,600




Norfolk Southern Corporation

 Common and preferred stock 1,246 shares

77,053




Edison International

 Common and preferred stock 1,667 shares

75,332




PNC Financial Services Group

 Common and preferred stock 1,287 shares

75,045




Discover Financial Services

 Common and preferred stock 1,944 shares

74,941




Lowes Companies Inc.

 Common and preferred stock 2,104 shares

74,734




MetLife Inc.

 Common and preferred stock 2,250 shares

74,115




Northrop Grumman Corporation

 Common and preferred stock 1,094 shares

73,933




Fifth Third Bancorp

 Common and preferred stock 4,770 shares

72,456




Weyerhaeuser Company

 Common and preferred stock 2,560 shares

71,219




Oracle Corporation

 Common and preferred stock 2,137 shares

71,205




AT&T Inc.

 Common and preferred stock 2,104 shares

70,926




Procter & Gamble Company

 Common and preferred stock 1,029 shares

69,859




Liberty Interactive Corporation

 Common and preferred stock 3,464 shares

68,172




Schlumberger Limited

 Common and preferred stock 983 shares

68,112




Honeywell International Inc.

 Common and preferred stock 1,065 shares

67,596




Dover Corporation

 Common and preferred stock 1,014 shares

66,630




Unilever N. V.

 Common and preferred stock 1,735 shares

66,451




Covidien PLC

 Common and preferred stock 1,136 shares

65,593




Eaton Corporation PLC

 Common and preferred stock 1,208 shares

65,474




Vodafone Group PLC

 Common and preferred stock 2,533 shares

63,806




Firstenergy Corporation

 Common and preferred stock 1,527 shares

63,768




17
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)


 
Identity of Issue
 
Description of Investment
 
Current Value

Unum Group

 Common and preferred stock 3,056 shares

63,626




Travelers Companies Inc.

 Common and preferred stock 875 shares

62,843




Texas Instruments Inc.

 Common and preferred stock 2,021 shares

62,530




Coca-Cola Enterprises Inc.

 Common and preferred stock 1,968 shares

62,445




Bristol-Myers Squibb Company

 Common and preferred stock 1,900 shares

61,921




CVS Caremark Corporation

 Common and preferred stock 1,277 shares

61,743




Viacom Inc. Class B

 Common and preferred stock 1,156 shares

60,967




Bank of America Corporation*

 Common and preferred stock 5,242 shares

60,807




Target Corporation

 Common and preferred stock 1,026 shares

60,708




EOG Resources Inc.

 Common and preferred stock 489 shares

59,066




Forest Laboratories Inc.

 Common and preferred stock 1,598 shares

56,441




General Motors Company

 Common and preferred stock 1,947 shares

56,132




E. I. du Pont de Nemours & Company

 Common and preferred stock 1,233 shares

55,448




Omnicom Group Inc.

 Common and preferred stock 1,098 shares

54,856




Stanley Black & Decker Inc.

 Common and preferred stock 738 shares

54,590




Transocean Limited

 Common and preferred stock 1,206 shares

53,848




Calpine Corporation

 Common and preferred stock 2,930 shares

53,121




Cisco Systems Inc.

 Common and preferred stock 2,701 shares

53,075




Vulcan Materials Company

 Common and preferred stock 1,016 shares

52,883




eBay Inc.

 Common and preferred stock 1,033 shares

52,704




Centurytel Inc.

 Common and preferred stock 1,343 shares

52,538




Baxter International Inc.

 Common and preferred stock 773 shares

51,528




US Bancorp

 Common and preferred stock 1,599 shares

51,072




Microsoft Corporation

 Common and preferred stock 1,763 shares

47,125




HCA Holdings, Inc.

 Common and preferred stock 1,512 shares

45,617




CBS Corporation Class B

 Common and preferred stock 1,195 shares

45,470




Legg Mason Inc.

 Common and preferred stock 1,704 shares

43,827




NRG Energy Inc.

 Common and preferred stock 1,715 shares

39,428




Google Inc. Class A

 Common and preferred stock 54 shares

38,306




Apple Inc.

 Common and preferred stock 71 shares

37,845




SM Energy Company

 Common and preferred stock 720 shares

37,591




Applied Materials Inc.

 Common and preferred stock 3,160 shares

36,150




AOL Inc.

 Common and preferred stock 1,169 shares

34,614




DIRECTV

 Common and preferred stock 675 shares

33,858




Goodyear Tire & Rubber Company

 Common and preferred stock 2,386 shares

32,951



 
Consol Energy Inc.
 
 Common and preferred stock 849 shares
 
27,253

 
 Total Large Cap Value Asset Class
 
 
 
 
5,291,846









 Participant Self-Directed Accounts

Various Investments
 
 
853,568









 Real Estate Investment Trust (REIT) Asset Class:







Vanguard Specialized Portfolios REIT Index Fund Institutional Class

 Mutual Fund 346,464 units

4,999,478




Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 522,342 units

522,342



 Total Real Estate Investment Trust (REIT) Asset Class




5,521,820









 Small-Mid Cap Growth Asset Class:







Northern Trust Global Investment Russell 2000 Growth Index Fund - Non Lending*

 Collective trust fund 666 units

112,439




B/E Aerospace Inc.

 Common and preferred stock 1,000 shares

49,398




Affiliated Managers Group Inc.

 Common and preferred stock 366 shares

47,635




Signature Bank of New York

 Common and preferred stock 598 shares

42,661




Old Dominion Freight Line, Inc.

 Common and preferred stock 1,196 shares

40,999




Trimble Navigation, Limited

 Common and preferred stock 667 shares

39,873




PVH Corporation

 Common and preferred stock 354 shares

39,298




Transdigm Group Inc.

 Common and preferred stock 286 shares

38,999




Cooper Companies Inc.

 Common and preferred stock 420 shares

38,842




Oasis Petroleum Inc.

 Common and preferred stock 1,202 shares

38,224




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


 
Identity of Issue
 
Description of Investment
 
Current Value

Dick's Sporting Goods, Inc.

 Common and preferred stock 810 shares

36,847




MWI Veterinary Supply, Inc.

 Common and preferred stock 319 shares

35,090




Heartland Payment Systems, Inc.

 Common and preferred stock 1,066 shares

31,447




Air Methods Corporation

 Common and preferred stock 846 shares

31,209




IPG Photonics Corporation

 Common and preferred stock 457 shares

30,459




Cadence Design Systems, Inc.

 Common and preferred stock 2,238 shares

30,235




Portfolio Recovery Associates Inc.

 Common and preferred stock 282 shares

30,135




Cyberonics Inc.

 Common and preferred stock 566 shares

29,732




Ultimate Software Group Inc.

 Common and preferred stock 307 shares

28,984




Brunswick Corporation

 Common and preferred stock 978 shares

28,450




Polaris Industries Inc.

 Common and preferred stock 334 shares

28,106




FEI Company

 Common and preferred stock 505 shares

28,007




Oceaneering International, Inc.

 Common and preferred stock 520 shares

27,971




Snyders-Lance Inc.

 Common and preferred stock 1,151 shares

27,751




Commvault Systems Inc.

 Common and preferred stock 395 shares

27,535




Gartner Inc.

 Common and preferred stock 593 shares

27,290




ACI Worldwide Inc.

 Common and preferred stock 609 shares

26,607




OpenTable Inc.

 Common and preferred stock 537 shares

26,206




Extra Space Storage Inc.

 Common and preferred stock 713 shares

25,946




Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 25,920 units

25,920




Lincoln Electric Holdings Inc.

 Common and preferred stock 508 shares

24,729




Marketaxess Holdings, Inc.

 Common and preferred stock 700 shares

24,710




United Rentals, Inc.

 Common and preferred stock 542 shares

24,672




Tractor Supply Company

 Common and preferred stock 278 shares

24,564




Wesco International Inc.

 Common and preferred stock 362 shares

24,410




MICROS Systems Inc.

 Common and preferred stock 574 shares

24,361




Ametek Inc.

 Common and preferred stock 632 shares

23,744




FMC Corporation

 Common and preferred stock 404 shares

23,642




Mettler-Toledo International Inc.

 Common and preferred stock 122 shares

23,583




Airgas, Inc.

 Common and preferred stock 258 shares

23,553




Wex Inc.

 Common and preferred stock 309 shares

23,289




Toro Company

 Common and preferred stock 539 shares

23,166




Pool Corporation

 Common and preferred stock 541 shares

22,895




Cytec Industries

 Common and preferred stock 330 shares

22,714




Koppers Holdings Inc.

 Common and preferred stock 583 shares

22,241




Energy XXI (Bermuda), Limited

 Common and preferred stock 669 shares

21,535




LKQ Corporation

 Common and preferred stock 1,007 shares

21,248




Rosetta Resources, Inc.

 Common and preferred stock 463 shares

21,002




Alaska Air Group Inc.

 Common and preferred stock 487 shares

20,985




Petsmart Inc.

 Common and preferred stock 304 shares

20,775




Team Health Holdings, Inc.

 Common and preferred stock 720 shares

20,714




Cheesecake Factory Inc.

 Common and preferred stock 633 shares

20,712




Elizabeth Arden Inc.

 Common and preferred stock 456 shares

20,525




Ultratech, Inc.

 Common and preferred stock 550 shares

20,515




Beacon Roofing Supply Inc.

 Common and preferred stock 607 shares

20,201




Haynes International, Inc.

 Common and preferred stock 388 shares

20,126




Perrigo Company

 Common and preferred stock 193 shares

20,078




Roper Industries Inc.

 Common and preferred stock 180 shares

20,066




Oil States International, Inc.

 Common and preferred stock 261 shares

18,672




Under Armor Inc. Class A

 Common and preferred stock 381 shares

18,490




Manhattan Associates, Inc.

 Common and preferred stock 299 shares

18,042




Steven Madden Limited

 Common and preferred stock 423 shares

17,880




IPC The Hospitalist Company, Inc.

 Common and preferred stock 436 shares

17,314




Tenneco Inc.

 Common and preferred stock 490 shares

17,204




HFF Inc.

 Common and preferred stock 1,131 shares

16,852




OSI Systems, Inc.

 Common and preferred stock 259 shares

16,586




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


 
Identity of Issue
 
Description of Investment
 
Current Value

Equifax Inc.

 Common and preferred stock 306 shares

16,561




Netgear, Inc.

 Common and preferred stock 402 shares

15,847




DSW, Inc. Class A

 Common and preferred stock 241 shares

15,831




Costar Group Inc.

 Common and preferred stock 172 shares

15,372




Mistras Group Inc.

 Common and preferred stock 620 shares

15,308




Core Laboratories N.V.

 Common and preferred stock 136 shares

14,866




Verisk Analytics Inc. Class A

 Common and preferred stock 288 shares

14,688




Genesee, Inc.

 Common and preferred stock 263 shares

14,465




Penske Automotive Group Inc.

 Common and preferred stock 470 shares

14,142




Buffalo Wild Wings Inc.

 Common and preferred stock 191 shares

13,909




TIBCO Software, Inc.

 Common and preferred stock 621 shares

13,668




Jarden Corporation

 Common and preferred stock 256 shares

13,235




Catamaran Corporation

 Common and preferred stock 268 shares

12,625




DFC Global Corporation

 Common and preferred stock 669 shares

12,383




GNC Holdings Inc.

 Common and preferred stock 371 shares

12,347




Tangoe Inc.

 Common and preferred stock 920 shares

10,920




Zillow Inc.

 Common and preferred stock 391 shares

10,850




Insulet Corporation

 Common and preferred stock 500 shares

10,610




Eagle Materials Inc.

 Common and preferred stock 173 shares

10,121




Prestige Brands Holdings Inc.

 Common and preferred stock 462 shares

9,254



 Total Small-Mid Cap Growth Asset Class




2,105,092









 Total Small-Mid Cap Index Asset Class:







Blackrock Extended Equity Market Fund F*

 Collective trust fund 258,043 units

8,492,182




Northern Trust Collective Extended Equity Index Fund - Non Lending*

 Collective trust fund 4,014 units

648,800



 Total Small-Mid Cap Index Asset Class:




9,140,982









 Small-Mid Cap Value Asset Class:







Northern Trust Global Investment Russell 2000 Value Index Fund - Non Lending*

 Collective trust fund 10,102 units

1,697,564




Northern Trust Global Investments Collective Daily Short Term Investment Fund*

 Collective trust fund 724,306 units

724,306



 
CNO Financial Group Inc.
 
 Common and preferred stock 29,230 shares
 
272,716

 

Forestar Group Inc.

 Common and preferred stock 14,950 shares

259,076




Valassis Communications Inc.

 Common and preferred stock 9,800 shares

252,644




Bob Evans Farms Inc.

 Common and preferred stock 6,000 shares

241,200




Elizabeth Arden Inc.

 Common and preferred stock 5,350 shares

240,804




Cobalt International Energy Inc.

 Common and preferred stock 8,700 shares

213,672




Unum Group

 Common and preferred stock 9,900 shares

206,118




Griffon Corporation

 Common and preferred stock 17,610 shares

201,811




NRG Energy Inc.

 Common and preferred stock 8,700 shares

200,013




Coherent Inc.

 Common and preferred stock 3,735 shares

189,066




TriMas Corporation

 Common and preferred stock 6,750 shares

188,730



 
Alterra Capital Holdings Inc.
 
 Common and preferred stock 6,630 shares
 
186,900

 

Sun Trust Banks Inc.

 Common and preferred stock 6,500 shares

184,275




Con-Way Inc.

 Common and preferred stock 6,500 shares

180,830




H & R Block Inc.

 Common and preferred stock 9,500 shares

176,415




Interpublic Group Companies Inc.

 Common and preferred stock 15,300 shares

168,606




Clearwater Paper Corporation

 Common and preferred stock 4,300 shares

168,388




Hormel Foods Corporation

 Common and preferred stock 5,210 shares

162,604




Regions Financial Corporation

 Common and preferred stock 22,500 shares

160,200




Teradyne Inc.

 Common and preferred stock 9,350 shares

157,922




Manpower Inc.

 Common and preferred stock 3,700 shares

157,028




Arris Group Inc.

 Common and preferred stock 10,500 shares

156,870




Libbey Inc.

 Common and preferred stock 7,970 shares

154,220




Orbital Sciences Corporation

 Common and preferred stock 10,975 shares

151,126




AuRico Gold Inc.

 Common and preferred stock 18,444 shares

150,872



 
Western Alliance Bancorporation
 
 Common and preferred stock 14,150 shares
 
148,999

 

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


 
Identity of Issue
 
Description of Investment
 
Current Value

Goodyear Tire & Rubber Company

 Common and preferred stock 10,700 shares

147,767




Texas Capital Bancshares Inc.

 Common and preferred stock 3,150 shares

141,183




Harman International Industries, Inc.

 Common and preferred stock 3,050 shares

136,152




Magna International Inc. Class A

 Common and preferred stock 2,700 shares

135,054




MDC Partners Inc. Class A

 Common and preferred stock 11,720 shares

132,436




PartnerRe Limited

 Common and preferred stock 1,625 shares

130,796




Keycorp

 Common and preferred stock 15,500 shares

130,510




Carrizo Oil & Gas Inc.

 Common and preferred stock 6,150 shares

128,658




Kennedy-Wilson Holdings Inc.

 Common and preferred stock 9,130 shares

127,637




Denbury Resources Inc.

 Common and preferred stock 7,800 shares

126,360




Omnicare Inc.

 Common and preferred stock 3,500 shares

126,350




Treehouse Foods Inc.

 Common and preferred stock 2,405 shares

125,373




ON Semiconductor Corporation

 Common and preferred stock 16,800 shares

118,440




Guess?, Inc.

 Common and preferred stock 4,670 shares

114,602




Deltic Timber Corporation

 Common and preferred stock 1,610 shares

113,698




Allstate Corporation

 Common and preferred stock 2,800 shares

112,476




Ocwen Financial Corporation

 Common and preferred stock 3,240 shares

112,072




Orkla A/S

 Common and preferred stock 12,800 shares

112,000




Scorpio Tankers Inc.

 Common and preferred stock 15,550 shares

110,561




MKS Instruments

 Common and preferred stock 4,250 shares

109,565




Inter Parfums Inc.

 Common and preferred stock 5,500 shares

107,030




Inverness Medical Innovations Inc.

 Common and preferred stock 5,700 shares

105,450




Exar Corporation

 Common and preferred stock 11,600 shares

103,240




Meadowbrook Insurance Group Inc.

 Common and preferred stock 17,820 shares

103,000




PHH Corporation

 Common and preferred stock 4,500 shares

102,375




Schawk, Inc. Class A

 Common and preferred stock 7,600 shares

100,016




Arrow Electronics Inc.

 Common and preferred stock 2,600 shares

99,008




Axis Capital Holdings Limited

 Common and preferred stock 2,850 shares

98,724




Vertex Pharmaceuticals, Inc.

 Common and preferred stock 2,340 shares

98,140




Reinsurance Group of America Inc.

 Common and preferred stock 1,775 shares

94,998




Avnet Inc.

 Common and preferred stock 3,100 shares

94,891




Lifepoint Hospitals Inc.

 Common and preferred stock 2,500 shares

94,375




Maiden Holdings Limited

 Common and preferred stock 10,190 shares

93,646




Chiquita Brands International Inc.

 Common and preferred stock 11,350 shares

93,638




Willis Group Holdings

 Common and preferred stock 2,750 shares

92,208




Campus Crest Communities Inc.

 Common and preferred stock 7,390 shares

90,601




Kosmos Energy Limited

 Common and preferred stock 7,300 shares

90,155




Tutor Perini Corporation

 Common and preferred stock 6,560 shares

89,872




Tyson Foods Inc. Class A

 Common and preferred stock 4,600 shares

89,240




Huntington Ingalls Industries, Inc.

 Common and preferred stock 2,000 shares

86,680




PMC-Sierra, Inc.

 Common and preferred stock 16,425 shares

85,574




Ciber Inc.

 Common and preferred stock 25,500 shares

85,170




TMS International Corporation Class A

 Common and preferred stock 6,730 shares

84,260




Aetna Inc.

 Common and preferred stock 1,800 shares

83,340




FBR Capital Markets Corporation

 Common and preferred stock 21,340 shares

82,586




Albany International Corporation Class A

 Common and preferred stock 3,560 shares

80,741




Ingram Micro Inc. Class A

 Common and preferred stock 4,700 shares

79,524




Nelnet Inc. Class A

 Common and preferred stock 2,610 shares

77,752




First Horizon National Corporation

 Common and preferred stock 7,759 shares

76,892



 
PrivateBancorp, Inc.
 
 Common and preferred stock 5,010 shares
 
76,753

 

FTI Consulting Inc.

 Common and preferred stock 2,300 shares

75,900




Lear Corporation

 Common and preferred stock 1,600 shares

74,944




PPL Corporation

 Common and preferred stock 2,600 shares

74,438




Alliant Techsystems Inc.

 Common and preferred stock 1,200 shares

74,352




Diamondback Energy Inc.

 Common and preferred stock 3,810 shares

72,847




Delphi Automotive PLC

 Common and preferred stock 1,900 shares

72,675




Stone Energy Corporation

 Common and preferred stock 3,500 shares

71,820




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


 
Identity of Issue
 
Description of Investment
 
Current Value

GSE Holding Inc.

 Common and preferred stock 11,560 shares

71,672




ICF International, Inc.

 Common and preferred stock 3,050 shares

71,492




Embraer SA

 Common and preferred stock 2,500 shares

71,275




Middleby Corporation

 Common and preferred stock 550 shares

70,516




Public Service Enterprise Group Inc.

 Common and preferred stock 2,300 shares

70,380




Aurizon Mines Limited

 Common and preferred stock 20,200 shares

70,296




Brinks Company

 Common and preferred stock 2,390 shares

68,187




Saba Software, Inc.

 Common and preferred stock 7,690 shares

67,211




FXCM Inc.

 Common and preferred stock 6,640 shares

66,865




TE Connectivity Limited

 Common and preferred stock 1,800 shares

66,816




American Equity Investment Life Holding Company

 Common and preferred stock 5,450 shares

66,545




Southwest Airlines Company

 Common and preferred stock 6,300 shares

64,512




Spirit Airlines, Inc.

 Common and preferred stock 3,630 shares

64,324




ACCO Brands Corporation

 Common and preferred stock 8,530 shares

62,610




Digi International Inc.

 Common and preferred stock 6,590 shares

62,407




WSFS Financial Corporation

 Common and preferred stock 1,470 shares

62,108




Zions Bancorp

 Common and preferred stock 2,900 shares

62,060




Viewpoint Financial Group Inc.

 Common and preferred stock 2,960 shares

61,982




Invacare Corporation

 Common and preferred stock 3,800 shares

61,940




Central Pacific Financial Corporation

 Common and preferred stock 3,830 shares

59,710




Schweitzer-Mauduit International Inc.

 Common and preferred stock 1,500 shares

58,545




Great Plains Energy Inc.

 Common and preferred stock 2,800 shares

56,868




EPL Oil & Gas, Inc.

 Common and preferred stock 2,480 shares

55,924




Lexington Realty Trust

 Common and preferred stock 5,340 shares

55,803




Starwood Property Trust Inc.

 Common and preferred stock 2,390 shares

54,874




Nationstar Mortgage Holdings Inc.

 Common and preferred stock 1,760 shares

54,525




Mistras Group Inc.

 Common and preferred stock 2,200 shares

54,318




ABM Industries, Inc.

 Common and preferred stock 2,720 shares

54,264




Wesco International Inc.

 Common and preferred stock 800 shares

53,944




J.C. Penney Company Inc.

 Common and preferred stock 2,700 shares

53,217




Global Power Equipment Group Inc.

 Common and preferred stock 3,100 shares

53,165




FEI Company

 Common and preferred stock 955 shares

52,964




Northwest Bancshares Inc.

 Common and preferred stock 4,300 shares

52,202




Wabash National Corporation

 Common and preferred stock 5,790 shares

51,936




Geo Group Inc.

 Common and preferred stock 1,770 shares

49,914




Best Buy Inc.

 Common and preferred stock 4,200 shares

49,770




Allied World Assurance Company Holdings

 Common and preferred stock 610 shares

48,068




Marvell Technology Group Limited

 Common and preferred stock 6,600 shares

47,916




Orion Marine Group, Inc.

 Common and preferred stock 6,510 shares

47,588




Validus Holding Limited

 Common and preferred stock 1,370 shares

47,375




Molson Coors Brewing Company Class B

 Common and preferred stock 1,100 shares

47,069




Home Loan Servicing Solutions

 Common and preferred stock 2,450 shares

46,305




Highwoods Properties Inc.

 Common and preferred stock 1,370 shares

45,827




Northwestern Corporation

 Common and preferred stock 1,280 shares

44,454




Casual Male Retail Group Inc.

 Common and preferred stock 10,570 shares

44,394




Symmetry Medical, Inc.

 Common and preferred stock 4,160 shares

43,763




Navigant Consulting, Inc.

 Common and preferred stock 3,900 shares

43,524




First Midwest Bancorp Inc.

 Common and preferred stock 3,460 shares

43,319




Symantec Corporation

 Common and preferred stock 2,200 shares

41,382




Portland General Electric Company

 Common and preferred stock 1,510 shares

41,314




Two Harbors Investment Corporation

 Common and preferred stock 3,700 shares

40,996




Piedmont Natural Gas Inc.

 Common and preferred stock 1,300 shares

40,703




Comerica Inc.

 Common and preferred stock 1,300 shares

39,442




Synovus Financial Corporation

 Common and preferred stock 15,900 shares

38,955




Empire District Electronic Company

 Common and preferred stock 1,910 shares

38,926




Staples Inc.

 Common and preferred stock 3,400 shares

38,760




Mack-Cali Realty Corporation REIT

 Common and preferred stock 1,470 shares

38,382




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


 
Identity of Issue
 
Description of Investment
 
Current Value

Bravo Brio Restaurant Group Inc.

 Common and preferred stock 2,830 shares

38,007




Homestreet Inc.

 Common and preferred stock 1,470 shares

37,559




Cadiz, Inc.

 Common and preferred stock 4,710 shares

37,303




UIL Corporation

 Common and preferred stock 1,040 shares

37,242




Newpark Resources Inc.

 Common and preferred stock 4,730 shares

37,131




THL Credit Inc.

 Common and preferred stock 2,510 shares

37,123




Plantronics Inc.

 Common and preferred stock 930 shares

34,289




Diodes Inc.

 Common and preferred stock 1,960 shares

34,006




Omniamerican Bancorp, Inc.

 Common and preferred stock 1,470 shares

34,001




Air Transport Services Group Inc.

 Common and preferred stock 8,400 shares

33,684




Providence Service Corporation

 Common and preferred stock 1,970 shares

33,470




The Jones Group, Inc.

 Common and preferred stock 3,010 shares

33,291




Stealthgas Inc.

 Common and preferred stock 3,930 shares

31,165




Government Properties Income Trust

 Common and preferred stock 1,290 shares

30,921




Blount International Inc.

 Common and preferred stock 1,900 shares

30,058




Flow International Corporation

 Common and preferred stock 8,580 shares

30,030




SCBT Financial Corporation

 Common and preferred stock 740 shares

29,733




Carmike Cinemas Inc.

 Common and preferred stock 1,940 shares

29,100




DeVry Inc.

 Common and preferred stock 1,200 shares

28,476




Ignite Restaurant Group Inc.

 Common and preferred stock 2,120 shares

27,560




Computer Task Group Inc.

 Common and preferred stock 1,510 shares

27,527




Columbus McKinnon Corporation

 Common and preferred stock 1,660 shares

27,423




Safeway Inc.

 Common and preferred stock 1,500 shares

27,135




Paccar Inc.

 Common and preferred stock 600 shares

27,126




Nexen Inc.

 Common and preferred stock 1,000 shares

26,940




CA Inc.

 Common and preferred stock 1,200 shares

26,376




Alaska Air Group Inc.

 Common and preferred stock 600 shares

25,854




Torchmark Corporation

 Common and preferred stock 500 shares

25,835




Accuray Inc.

 Common and preferred stock 4,010 shares

25,784




Northern Trust Corporation*

 Common and preferred stock 500 shares

25,080




XL Group PLC

 Common and preferred stock 1,000 shares

25,060




Horsehead Holding Corporation

 Common and preferred stock 2,410 shares

24,606




Swift Transportation Company Class A

 Common and preferred stock 2,670 shares

24,350




Americas Car-Mart Inc.

 Common and preferred stock 600 shares

24,312




CYS Investments Inc.

 Common and preferred stock 2,050 shares

24,211




Alpha Natural Resources Inc.

 Common and preferred stock 2,410 shares

23,473




Quest Diagnostics Inc.

 Common and preferred stock 400 shares

23,308




Citigroup, Inc.

 Common and preferred stock 600 shares

23,184




Globe Specialty Metals Inc.

 Common and preferred stock 1,680 shares

23,100




Global Indemnity PLC

 Common and preferred stock 1,040 shares

23,015




Seachange International Inc.

 Common and preferred stock 2,350 shares

22,725




Edison International

 Common and preferred stock 500 shares

22,595




Geo Group Inc.

 Common and preferred stock 800 shares

22,560




Boston Private Financial Holdings Inc.

 Common and preferred stock 2,310 shares

20,813




Medical Action Industries Inc.

 Common and preferred stock 7,450 shares

20,041




United Financial Bancorp Inc.

 Common and preferred stock 1,250 shares

19,650



 
Aegean Marine Petroleum Network Inc.
 
 Common and preferred stock 3,660 shares
 
19,325

 
 
Heckmann Corporation
 
 Common and preferred stock 4,480 shares
 
18,054

 
 
Comverse Inc.
 
 Common and preferred stock 600 shares
 
17,118

 
 
Home Bancshares Inc.
 
 Common and preferred stock 490 shares
 
16,180

 
 
Trinity Biotech PLC
 
 Common and preferred stock 1,120 shares
 
16,150

 
 
Health Management Association Inc.
 
 Common and preferred stock 1,700 shares
 
15,844

 
 
Graftech International Limited
 
 Common and preferred stock 1,500 shares
 
14,085

 
 
American Capital Mortgage Investment Corporation
 
 Common and preferred stock 590 shares
 
13,906

 
 
Approach Resources Inc.
 
 Common and preferred stock 550 shares
 
13,756

 
 
Wet Seal Inc. Class A
 
 Common and preferred stock 4,820 shares
 
13,303

 
 
Dynegy Inc.
 
 Common and preferred stock 650 shares
 
12,435

 

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


 
Identity of Issue
 
Description of Investment
 
Current Value
 
RTI International Metals Inc.
 
 Common and preferred stock 430 shares
 
11,851

 
 
Rand Logistics Inc.
 
 Common and preferred stock 1,600 shares
 
10,400

 
 
Super Value Inc.
 
 Common and preferred stock 3,900 shares
 
9,633

 
 
Liqtech International Inc.
 
 Common and preferred stock 7,770 shares
 
7,848

 
 
Great American Group Inc.
 
 Common and preferred stock 6,310 shares
 
947

 
 Total Small-Mid Cap Value Asset Class:
 
 
 
 
17,702,190

 
 
 
 
 
 
 
 Notes Receivable from Participants*
 
 Interest rates 4.25% - 12.66%
 
 
14,324,229

 
 
 
 
 
 
 
 Other
Northern Trust Global Investments Collective Daily Short Term Investment Fund*
 
Collective trust fund 3,267 units
 
 
3,267

 
 
 
 
 
 
$
219,779,462

 
 
 
 
 
 
 
 
 
 
 
 
 
* Indicates party-in-interest
 
 
 
 


24


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 The Retirement and Savings Plan for
 Amgen Manufacturing, Limited
 (Name of Plan)
 
 
 
 
 
 
 
Date:
June 14, 2013
 
 
By:
 
/s/ JONATHAN M. PEACOCK
 
 
 
 
 
 
Jonathan M. Peacock
 
 
 
 
 
 
  Executive Vice President and
  Chief Financial Officer
  Amgen Manufacturing, Limited

25


THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED
INDEX TO EXHIBIT
 
Consent of Independent Registered Public Accounting Firm
  
Exhibit 23.1

26