11-K 1 a2014usplan11-k.htm FORM 11-K 2014 U.S. Plan 11-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
(Mark One)
 
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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, 2014 and 2013

Contents
 



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, 2014 and 2013, 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, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) and schedule of loans or fixed income obligations in default or classified as uncollectible as of December 31, 2014, and schedule of assets (acquired and disposed of within year) for the year then ended, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedules is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ ERNST & YOUNG LLP
Los Angeles, California
June 15, 2015


1


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

 
 
December 31
 
 
2014
 
2013
Assets
 
 
 
 
Investments at fair value
 
$
4,195,077,057

 
$
3,884,239,811

Notes receivable from participants
 
39,160,420

 
43,082,571

Other, including due from broker
 
4,968,103

 
6,416,714

Total assets
 
4,239,205,580

 
3,933,739,096

Liabilities
 
 
 
 
Other, including due to broker
 
8,653,815

 
5,217,083

Total liabilities
 
8,653,815

 
5,217,083

Net assets reflecting investments at fair value
 
4,230,551,765

 
3,928,522,013

Adjustment from fair value to contract value for interests in fully benefit-responsive investment contracts
 
(3,402,352
)
 
(1,891,753
)
Net assets available for benefits
 
$
4,227,149,413

 
$
3,926,630,260

See accompanying notes.


2


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


 
 
Year Ended December 31
 
 
2014
 
2013
Additions to (deductions from) net assets:
 
 
 
 
Employer contributions
 
$
170,868,925

 
$
159,024,379

Participant contributions
 
149,332,516

 
138,170,411

Rollover contributions
 
27,474,246

 
14,298,798

Interest and dividend income
 
45,071,566

 
40,042,545

Net realized/unrealized gains
 
294,177,163

 
680,294,916

Interest income on notes receivable from participants
 
1,735,158

 
1,780,035

Benefits paid
 
(378,615,295
)
 
(223,992,574
)
Investment and administrative fees
 
(9,525,126
)
 
(8,206,499
)
Net increase
 
300,519,153

 
801,412,011

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

 
3,125,218,249

Net assets available for benefits at end of year
 
$
4,227,149,413

 
$
3,926,630,260

See accompanying notes.


3


Amgen Retirement and Savings Plan
Notes to Financial Statements
December 31, 2014
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, 2015. 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 2014 and 2013. Participant after-tax contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,500 in 2014 and $8,000 in 2013. 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 2014 and 2013. 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) up to a maximum of $13,000 in 2014 and $12,750 in 2013. 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) up to a maximum of $13,000 in 2014 and $12,750 in 2013.
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 entire 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 over 10 years, or (e) a rollover distribution to an eligible retirement plan. Effective January 1, 2015, a participant may also elect to receive a partial distribution of his or her account balance no more than once per year.
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, 2014 and 2013, 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, 2014, 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 were 1.5% as of both December 31, 2014 and 2013, 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, 2014 and 2013, respectively. The yields earned by the Plan with an adjustment to reflect the actual interest rates credited to participants were 1.6% and 1.5% as of December 31, 2014 and 2013, respectively, which represents the annualized earnings credited to participants divided by the fair value of all security-backed contracts as of December 31, 2014 and 2013, 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, 2014 and 2013.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) 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.
Recent Accounting Pronouncements
In May 2015, a new accounting standard was issued that will remove certain disclosure requirements, including categorization within the fair value hierarchy, for investments that are measured at fair value using the net asset value per share provided by the fund manager as a practical expedient, such as the Plan's investments in collective trust funds. This new standard will be effective beginning in 2016, and it is required to be adopted retrospectively, with early adoption permitted. Adoption of this new standard is not expected to have a material impact on the Plan's financial statements.


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, 2014 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
 
$
309,990,445

 
$

 
$

 
$
309,990,445

Cash and cash equivalents
 
48,323,389

 

 

 
48,323,389

Common and preferred stocks:
 
 
 
 
 
 
 

High yield fixed income
 
13,812

 

 

 
13,812

Large cap growth
 
376,870,527

 

 

 
376,870,527

Large cap value
 
244,935,716

 

 

 
244,935,716

Small-mid cap growth
 
60,992,614

 

 

 
60,992,614

Small-mid cap value
 
336,072,443

 
2,071,763

 

 
338,144,206

Other
 
223,631,561

 

 

 
223,631,561

Debt securities:
 
 
 
 
 
 
 

U.S. Treasury securities
 
36,890,567

 

 

 
36,890,567

U.S. government agency securities
 

 
48,342,791

 

 
48,342,791

Corporate debt securities
 

 
73,790,605

 

 
73,790,605

Mortgage and asset backed securities
 

 
21,297,259

 

 
21,297,259

Mutual funds:
 
 
 
 
 
 
 

Emerging markets equity
 
26,709,070

 

 

 
26,709,070

High yield fixed income
 
52,612,129

 

 

 
52,612,129

International growth
 
67,874,025

 

 

 
67,874,025

International value
 
108,099,713

 

 

 
108,099,713

Real estate investment trust index
 
113,604,394

 

 

 
113,604,394

Other
 
41,161,010

 

 

 
41,161,010

Collective trust funds:
 
 
 
 
 
 
 

Capital preservation
 

 
256,562,249

 

 
256,562,249

Emerging markets equity
 

 
61,099,957

 

 
61,099,957

Fixed income
 

 
154,695,944

 

 
154,695,944

Fixed income index
 

 
46,307,977

 

 
46,307,977

Inflation indexed debt
 

 
61,060,010

 

 
61,060,010

International growth
 

 
77,524,708

 

 
77,524,708

International index
 

 
85,554,926

 

 
85,554,926

International value
 

 
119,277,650

 

 
119,277,650

Large cap growth
 

 
28,845,053

 

 
28,845,053

Large cap index
 

 
689,607,489

 

 
689,607,489

Large cap value
 

 
10,539,014

 

 
10,539,014

Short term investments
 

 
69,176,407

 

 
69,176,407

Small-mid cap growth
 

 
3,277,903

 

 
3,277,903

Small-mid cap index
 

 
248,253,418

 

 
248,253,418

Small-mid cap value
 

 
33,044,822

 

 
33,044,822

Insurance separate account investment contract
 

 
56,619,659

 

 
56,619,659

Other
 
724

 
345,314

 

 
346,038

 
 
$
2,047,782,139

 
$
2,147,294,918

 
$

 
$
4,195,077,057

 

12


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

3. Fair Value Measurements (continued)
 
 
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


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 $68,511,071 at December 31, 2014) 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, 2014 and 2013, were as follows:
 
 
 
December 31
 
 
2014
 
2013
Northern Trust Collective S&P 500 Index Fund – Non Lending - Collective trust fund
 
$
689,607,489

 
$
661,941,029

Amgen stock
 
309,990,445

 
235,164,976

Northern Trust Collective Extended Equity Market Index Fund - Non Lending - Collective trust fund
 
248,253,418

 
264,853,839

 
During the years ended December 31, 2014 and 2013, net realized and unrealized gains/(losses) on the Plan’s investments were as follows:
 
 
 
Year Ended December 31
 
 
2014
 
2013
Amgen stock
 
$
90,488,684

 
$
59,102,899

Common and preferred stocks
 
72,161,597

 
300,185,251

Debt securities
 
909,696

 
(10,693,199
)
Mutual funds
 
14,599,393

 
45,547,605

Collective trust funds
 
115,979,639

 
285,585,545

Other
 
38,154

 
566,815

 
 
$
294,177,163

 
$
680,294,916


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)
GAAP requires 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, 2014, 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 2011.
 
6. Services Provided by the Company
During 2014 and 2013, 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, 2014 and 2013, consisted of the following:
 
 
 
December 31
 
 
2014
 
2013
Net assets available for benefits per the financial statements
 
$
4,227,149,413

 
$
3,926,630,260

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
3,402,352

 
1,891,753

Amounts allocated to withdrawing participants
 
(3,534,073
)
 
(250,785
)
Deemed loans
 
(396,949
)
 
(466,682
)
Net assets per the Form 5500
 
$
4,226,620,743

 
$
3,927,804,546

For the year ended December 31, 2014, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2014
Interest and dividend income
 
$
45,071,566

Net realized/unrealized gains
 
294,177,163

Total net investment income per the financial statements
 
339,248,729

Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
 
 
Less prior year adjustment
 
(1,891,753
)
Add current year adjustment
 
3,402,352

Total net investment income per the Form 5500
 
$
340,759,328


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, 2014, the following is a reconciliation of distributions per the financial statements to the Form 5500:
 
 
 
Year Ended
December 31
2014
Benefits paid
 
$
(378,615,295
)
Investment and administrative fees
 
(9,525,126
)
Total distributions per the financial statements
 
(388,140,421
)
Add prior year amounts allocated to withdrawing participants
 
250,785

Less current year amounts allocated to withdrawing participants
 
(3,534,073
)
Add prior year deemed loan balance
 
466,682

Less current year deemed loan balance
 
(396,949
)
Total distributions per the Form 5500
 
$
(391,353,976
)

17


Supplemental Schedule
Amgen Retirement and Savings Plan
EIN: 95-3540776 Plan: #001
December 31, 2014

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

Employer Securities 1,946,076 shares


$
309,990,445









Capital Preservation Asset Class:






 
Wells Fargo Fixed Income Fund D*
 
Collective Trust Fund 7,431,718 units
 
$
95,608,307

 
 
Wells Fargo Fixed Income Fund F*
 
Collective Trust Fund 5,723,723 units
 
77,330,353

 
 
Wells Fargo Stable Return Fund G*
 
Collective Trust Fund 1,307,319 units
 
68,511,071

 
 
Metropolitan Life Insurance Company*
 
Insurance separate account investment contract 54,718,210 units
 
56,619,659

 
 
NT Collective Short Term Investment Fund*
 
Collective Trust Fund 19,404,782 units
 
19,404,782

 
 
Wells Fargo Fixed Income Fund L*
 
Collective Trust Fund 1,269,960 units
 
15,112,518

 
 
Transamerica Premier Life Insurance Company*
 
Wrapper Contract
 
119,436

 
 
Metropolitan Life Insurance Company*

Insurance separate account investment contract

15,444

 
 
American General Life Insurance Company*
 
Wrapper Contract
 

 
Total Capital Preservation Asset Class





332,721,570









Emerging Markets Equity Asset Class:







JP Morgan Emerging Markets Equity Focus Fund*

 Collective Trust Fund 1,649,956 units

28,412,246



Blackrock FTSE RAFI Emerging Index Non Lendable Fund F*

 Collective Trust Fund 2,723,341 units

27,449,094


 
Artisan Emerging Markets/Ins
 
 Mutual Fund 2,246,347 shares
 
26,709,070

 
 
NT Collective Emerging Markets Fund - Non Lending*
 
 Collective Trust Fund 35,113 units
 
5,238,617

 
Total Emerging Markets Equity Asset Class





87,809,027









Fixed Income Asset Class:







NT Collective Aggregate Bond Index Fund - Non Lending*

Collective Trust Fund 1,175,680 units

154,695,944



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

Government Bond 5,755,000 units

5,104,239



NT Collective Short Term Investment Fund*

Collective Trust Fund 3,804,907 units

3,804,907



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

Government Bond 3,125,000 units

2,991,425



United States Treasury SEC Stripped Interest Payment Due 05/15/2023

Government Bond 3,460,000 units

2,872,938



United States Treasury Bonds Inflation Index 5.500% Due 8/15/2028

Government Bond 2,000,000 units

2,730,624



United States Treasury SEC Stripped Interest Payment Due 11/15/2022

Government Bond 2,500,000 units

2,110,070



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

Government Mortgage Backed Security 1,368,106 units

1,516,257



United States Treasury SEC Stripped Interest Payment Due 02/15/2023

Government Bond 1,745,000 units

1,458,799



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

Government Bond 1,630,000 units

1,433,019



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

Government Bond 1,505,000 units

1,316,178



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

Government Bond 1,475,000 units

1,280,043



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

Government Bond 1,820,000 units

1,261,739



United States Treasury SEC Stripped Interest Payment Due 02/15/2020

Government Bond 1,370,000 units

1,252,258



United States Treasury Notes .375% Due 5/31/2016

Government Bond 1,250,000 units

1,249,219



United States Treasury SEC Stripped Interest Payment Due 05/15/2022

Government Bond 1,365,000 units

1,167,300



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

Government Bond 1,250,000 units

1,124,856



Fannie Mae Remic Trust 2010-142 Variable Rate Due 12/25/2040

Government Mortgage Backed Security 1,000,000 units

1,101,779



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

Government Mortgage Backed Security 1,000,000 units

1,060,505



Fannie Mae Pool #465769 3.96% Due 08/01/2020

Government Mortgage Backed Security 967,742 units

1,053,914



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

Government Bond 990,000 units

1,037,489



Fannie Mae Pool #AV5051 4.50% Due 02/01/2044

Government Mortgage Backed Security 915,617 units

1,013,935



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

Government Bond 1,250,000 units

873,761



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

Government Mortgage Backed Security 707,890 units

763,198



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

Government Bond 1,000,000 units

761,826



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

Government Bond 750,000 units

747,071



18

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

Identity of Issue
 
Description of Investment
 
Current Value

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

Government Mortgage Backed Security 745,000 units

746,451



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

Government Bond 1,000,000 units

736,858



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

Government Bond 1,000,000 units

721,040



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

Government Mortgage Backed Security 648,777 units

718,898



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

Government Mortgage Backed Security 645,000 units

699,005



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

Government Mortgage Backed Security 703,871 units

698,720



Federal Home Loan Mortgage Corporation Pool #K037 3.49% Due 01/25/2024

Government Mortgage Backed Security 650,000 units

691,646



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

Government Mortgage Backed Security 633,368 units

682,469



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

Government Mortgage Backed Security 649,100 units

678,580



United States Treasury 0% Due 02/15/2030

Government Bond 1,000,000 units

671,737



Ginnie Mae 5.5% Due 06/20/2035

Government Mortgage Backed Security 594,080 units

652,924



DT Auto Owner Trust 7% Due 04/16/2018

Asset Backed Security 643,000 units

642,611



Federal Home Loan Mortgage Corporation Multiclass Series 2334 Class KB 6.5% Due 05/15/2028

Government Mortgage Backed Security 565,847 units

635,078



Ginnie Mae Pool #783867 6.00% Due 8/15/2036

Government Mortgage Backed Security 548,856 units

634,747



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

Government Bond 850,000 units

631,875



Federal Home Loan Mortgage Corporation Multiclass Series 7307 3% Due 8/15/2044

Government Mortgage Backed Security 612,520 units

631,866



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

Government Mortgage Backed Security 630,000 units

628,070



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

Government Mortgage Backed Security 590,484 units

622,281



Structured Asset Mortgage Investments II Inc. Series 2004-AR1 Class A1 Floating Rate Due 3/19/2034

Collateralized Mortgage Obligation 627,581 units

614,106



United States Treasury Notes 1% Due 06/30/2019

Government Bond 625,000 units

609,912



Fannie Mae Pool #AB7575 3.00% Due 01/01/2043

Government Mortgage Backed Security 566,004 units

573,590



Federal Home Loan Mortgage Corporation Multiclass Series 4324 Class AY 3% Due 04/15/2029

Government Mortgage Backed Security 568,738 units

573,503



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

Government Mortgage Backed Security 539,598 units

567,175



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

Government Mortgage Backed Security 500,000 units

558,892



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

Government Mortgage Backed Security 545,000 units

547,848



Fannie Mae Pool #AR6380 3.00% Due 02/01/2043

Government Mortgage Backed Security 539,858 units

546,896



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

Government Mortgage Backed Security 550,000 units

545,055



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

Government Mortgage Backed Security 510,507 units

537,945



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

Government Mortgage Backed Security 478,901 units

534,513



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

Government Mortgage Backed Security 500,000 units

527,322



Ginnie Mae 5.25% Due 03/20/2038

Government Mortgage Backed Security 482,000 units

524,623



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

Government Mortgage Backed Security 475,474 units

522,054



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

Government Mortgage Backed Security 512,280 units

520,604



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

Government Mortgage Backed Security 491,143 units

517,540



United States Treasury SEC Stripped Interest Payment Due 05/15/2020

Government Bond 570,000 units

516,837



Ginnie Mae 5% Due 03/16/2034

Government Mortgage Backed Security 460,000 units

515,312



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

Government Mortgage Backed Security 474,813 units

505,230



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

Government Mortgage Backed Security 450,000 units

500,143



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

Government Mortgage Backed Security 482,474 units

493,593



United States Treasury SEC Stripped Interest Payment Due 05/15/2022

Government Bond 570,000 units

490,881



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

Government Mortgage Backed Security 476,627 units

488,472



Fannie Mae Pool #MA1373 3.50% Due 03/01/2043

Government Mortgage Backed Security 452,009 units

471,862



Ginnie Mae 6% Due 11/16/2032

Government Mortgage Backed Security 407,160 units

462,501



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

Government Mortgage Backed Security 420,000 units

462,495



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

Government Mortgage Backed Security 455,000 units

455,810



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

Government Mortgage Backed Security 454,542 units

454,886



Federal Home Loan Mortgage Corporation Pool #G0-7239 3.00% Due 12/01/2042

Government Mortgage Backed Security 442,661 units

448,088



Fannie Mae 3.726% Due 06/25/2021

Government Mortgage Backed Security 410,000 units

442,127



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

Government Mortgage Backed Security 446,162 units

441,857



Fannie Mae Remic Series 2003-W2 5.9% Due 07/25/2042

Government Mortgage Backed Security 391,949 units

440,693



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

Government Mortgage Backed Security 410,000 units

431,703



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

Government Mortgage Backed Security 441,000 units

431,003



19

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

Identity of Issue
 
Description of Investment
 
Current Value

Fannie Mae 1.80057001114% Due 12/25/2019

Government Mortgage Backed Security 425,000 units

424,051



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

Government Mortgage Backed Security 380,878 units

421,606



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

Government Mortgage Backed Security 392,859 units

420,838



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

Government Mortgage Backed Security 400,603 units

416,173



Fannie Mae Pool #AM5473 3.76% Due 03/01/2024

Government Mortgage Backed Security 385,000 units

416,119



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

Government Mortgage Backed Security 414,141 units

414,409



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

Government Bond 300,000 units

412,734



Fannie Mae Pool #MA1866 4.50% Due 04/01/2044

Government Mortgage Backed Security 372,236 units

412,476



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

Government Mortgage Backed Security 380,000 units

411,404



Fannie Mae Remic Series 416 Class A300 3% Due 11/25/2042

Government Mortgage Backed Security 408,423 units

406,758



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

Government Mortgage Backed Security 397,904 units

401,696



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

Government Mortgage Backed Security 359,871 units

399,573



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

Government Mortgage Backed Security 362,682 units

387,700



Fannie Mae Variable Rate Due 07/25/2024

Government Mortgage Backed Security 373,000 units

385,076



Fannie Mae Pool #MA1510 4.00% Due 07/01/2043

Government Mortgage Backed Security 352,180 units

379,918



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

Government Mortgage Backed Security 355,000 units

378,179



Fannie Mae Pool #AM5079 3.45% Due 01/01/2024

Government Mortgage Backed Security 355,000 units

376,866



Fannie Mae Pool #MA2010 4.00% Due 08/01/2044

Government Mortgage Backed Security 347,300 units

374,687



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

Government Mortgage Backed Security 340,000 units

373,756



Federal Home Loan Mortgage Corporation Multiclass Series 323 Class 300 Due 01/15/2044

Government Mortgage Backed Security 360,008 units

365,714



Home Loan Servicing Solutions Limited Advance Receivables Trust Series 2013-T2 1.147% Due 05/16/2044

Asset Backed Security 365,000 units

364,635



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

Government Mortgage Backed Security 320,051 units

362,751



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

Government Mortgage Backed Security 339,591 units

360,229



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

Government Mortgage Backed Security 307,421 units

353,425



Fannie Mae Remic Trust 2007-93 4.50% Due 09/25/2037

Government Mortgage Backed Security 319,725 units

351,272



Federal Home Loan Mortgage Corporation Tranche 00839 2.615% Due 01/25/2023

Government Mortgage Backed Security 345,000 units

345,103



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

Government Mortgage Backed Security 302,825 units

343,437



Fannie Mae Pool #MA1900 4.50% Due 04/01/2044

Government Mortgage Backed Security 305,392 units

338,496



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

Commercial Mortgage Backed Security 320,085 units

334,435



Fannie Mae Pool #MA1900 4.50% Due 05/01/2039

Government Mortgage Backed Security 300,804 units

333,356



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

Government Mortgage Backed Security 309,700 units

331,533



Fannie Mae Series 2013-96 3.5% Due 09/25/2038

Government Mortgage Backed Security 316,871 units

330,920



Federal Home Loan Mortgage Corporation Multiclass Series 3415 Class TF Due 08/15/2035

Government Mortgage Backed Security 322,175 units

326,901



United States Treasury SEC Stripped Interest Payment Due 05/15/2031

Government Bond 470,000 units

304,163



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

Government Mortgage Backed Security 273,056 units

297,653



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

Commercial Mortgage Backed Security 295,237 units

295,527



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

Commercial Mortgage Backed Security 279,994 units

294,692



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

Collateralized Mortgage Obligation 277,665 units

294,470



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

Corporate Bond 260,000 units

291,437



Fannie Mae Remic Series 2014-M1 Class A Floating Rate Due 07/25/2023

Government Mortgage Backed Security 275,000 units

288,019



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

Government Mortgage Backed Security 248,027 units

274,671



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

Government Mortgage Backed Security 266,900 units

273,984



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

Commercial Mortgage Backed Security 273,266 units

273,271



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

Government Bond 210,000 units

269,932



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

Government Mortgage Backed Security 243,020 units

269,835



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

Government Bond 200,000 units

266,766



Trafigura Securitizations Finance PLC Floating Rate Due 10/15/2021

Asset Backed Security 266,000 units

266,105



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

Government Mortgage Backed Security 233,821 units

265,537



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

Government Mortgage Backed Security 248,948 units

263,210



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

Commercial Mortgage Backed Security 250,000 units

261,380



UBS Commercial Mortgage Trust 2012-C1 Variable Rate Due 05/10/2045

Commercial Mortgage Backed Security 250,000 units

261,347



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

Corporate Bond 260,000 units

260,275



20

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

Identity of Issue
 
Description of Investment
 
Current Value

GS Mortgage Securities Corporation Trust 2011-GC5 Due 08/10/2044

Commercial Mortgage Backed Security 245,000 units

258,336



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

Corporate Bond 250,000 units

254,533



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

Government Mortgage Backed Security 2,100,563 units

253,861



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

Government Mortgage Backed Security 226,253 units

249,326



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

Corporate Bond 250,000 units

246,933



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

Government Mortgage Backed Security 233,483 units

244,210



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

Government Mortgage Backed Security 234,062 units

243,933



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

Government Mortgage Backed Security 222,380 units

242,867



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

Government Mortgage Backed Security 221,122 units

240,129



Ginnie Mae 0% Due 12/20/2040

Government Mortgage Backed Security 282,250 units

240,004



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

Collateralized Mortgage Obligation 240,466 units

238,789



CPS Auto 1.54% Due 07/16/2018

Asset Backed Security 238,263 units

238,470



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

Commercial Mortgage Backed Security 230,000 units

236,115



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

Commercial Mortgage Backed Security 214,194 units

235,325



Wachovia Corporation 5.75% Due 02/01/2018*

Corporate Bond 210,000 units

235,154



Oracle Corporation 3.625% Due 07/15/2023

Corporate Bond 224,000 units

234,911



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

Collateralized Mortgage Obligation 226,976 units

232,407



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

Government Mortgage Backed Security 216,713 units

232,190



Wachovia Bank Commercial Mortgage Pass-Through Due 07/15/2045*

Commercial Mortgage Backed Security 221,678 units

232,181



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

Government Mortgage Backed Security 220,096 units

231,921



Anadarko Petroleum Corporation 6.45% Due 09/15/2036

Corporate Bond 190,000 units

228,322



Nordea Bank 1.625% Due 05/15/2018

Corporate Bond 225,000 units

222,860



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

Commercial Mortgage Backed Security 220,000 units

222,774



HSBC Bank PLC 4.75% Due 01/19/2021

Corporate Bond 200,000 units

222,648



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

Corporate Bond 219,000 units

222,005



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

Government Mortgage Backed Security 1,388,577 units

220,046



Fannie Mae Series 417 Class C11 2.5% Due 2/25/2028

Government Mortgage Backed Security 2,179,216 units

216,902



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

Commercial Mortgage Backed Security 211,000 units

216,433



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

Corporate Bond 205,000 units

214,493



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

Corporate Bond 190,000 units

212,932



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

Collateralized Mortgage Obligation 214,522 units

212,546



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

Government Mortgage Backed Security 200,270 units

209,204



Fannie Mae 1.43% Due 03/25/2037

Government Mortgage Backed Security 1,246,840 units

206,621



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

Commercial Mortgage Backed Security 197,600 units

206,315



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

Government Mortgage Backed Security 196,045 units

203,126



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

Asset Backed Security 201,000 units

201,240



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

Collateralized Mortgage Obligation 200,963 units

201,148



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

Government Bond 180,000 units

197,395



Sequoia Mortgage Trust 2004-1 Floating Rate Due 11/20/2034

Collateralized Mortgage Obligation 205,335 units

196,212



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

Government Mortgage Backed Security 210,869 units

195,975



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

Collateralized Mortgage Obligation 196,212 units

195,966


 
Homestar Mortgage Acceptance Corporation Series 2004-4 Class A3 Floating Rate Due 09/25/2034
 
Collateralized Mortgage Obligation 190,622 units
 
189,098

 

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

Collateralized Mortgage Obligation 186,444 units

186,327



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

Asset Backed Security 186,000 units

185,851



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

Collateralized Mortgage Obligation 181,000 units

184,664



Nissan Auto 1.11% Due 05/15/2019

Asset Backed Security 182,000 units

181,548



WFRBS Commercial Mortgage Trust Variable Rate Due 03/15/2045

Commercial Mortgage Backed Security 190,000 units

181,169



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

Collateralized Mortgage Obligation 189,290 units

180,492



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

Collateralized Mortgage Obligation 175,000 units

180,159



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

Commercial Mortgage Backed Security 1,504,173 units

176,163



HSBC Holdings PLC 4% Due 03/30/2022

Corporate Bond 163,000 units

173,480



21

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

Identity of Issue
 
Description of Investment
 
Current Value

Morgan Stanley 5.75% Due 01/25/2021

Corporate Bond 150,000 units

172,193



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

Government Mortgage Backed Security 159,978 units

169,753



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

Government Mortgage Backed Security 1,493,749 units

169,579



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

Government Mortgage Backed Security 148,590 units

169,217



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

Corporate Bond 158,000 units

168,460



Bank of America Corporation 4.125% Due 01/22/2024*

Corporate Bond 160,000 units

168,025



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

Asset Backed Security 166,723 units

166,871



Conoco Inc. 6.95% Due 04/15/2029

Corporate Bond 125,000 units

166,523



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

Collateralized Mortgage Obligation 165,897 units

164,106



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

Collateralized Mortgage Obligation 162,689 units

162,131



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

Corporate Bond 163,000 units

162,069



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

Commercial Mortgage Backed Security 178,111 units

161,533



Cox Communications, Inc. 3.85% Due 02/01/2025

Corporate Bond 160,000 units

161,507



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

Commercial Mortgage Backed Security 152,993 units

161,223



Trafigura Securitisation Finance PLC Due 10/15/2015

Asset Backed Security 160,000 units

160,661



Carfinance Cap Auto Trust 2014-2 Class B 2.64% Due 11/16/2020

Asset Backed Security 160,000 units

160,252



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

Corporate Bond 140,000 units

160,241



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

Government Mortgage Backed Security 144,923 units

160,000



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

Government Bond 150,000 units

157,559



Spectra Energy Capital 5.65% Due 03/01/2020

Corporate Bond 141,000 units

156,645



A10 Securitization 2013-1 LLC

Commercial Mortgage Backed Security 155,842 units

156,271



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

Collateralized Mortgage Obligation 156,524 units

156,035



CWMBS, Inc. 5.25% Due 05/25/2034

Collateralized Mortgage Obligation 150,527 units

155,786



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

Government Mortgage Backed Security 133,900 units

152,489



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

Corporate Bond 150,000 units

151,463



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

Government Mortgage Backed Security 132,148 units

149,879



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

Commercial Mortgage Backed Security 141,000 units

149,798



PRICOA Global Funding 1.6% Due 05/29/2018

Corporate Bond 150,000 units

147,941



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

Government Mortgage Backed Security 1,490,699 units

145,471



Flagship Credit Corporation

Asset Backed Security 143,804 units

143,923



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

Corporate Bond 125,000 units

143,573



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

Government Mortgage Backed Security 137,123 units

142,153



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

Corporate Bond 130,000 units

141,879



Keycorp 5.1% Due 03/24/2021

Corporate Bond 125,000 units

141,075



Niagara Mohawk Power Corporation 3.508% Due 10/01/2024

Corporate Bond 136,000 units

140,063



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

Municipal/Provincial Bond 140,000 units

139,702



Citigroup Inc. 8.5% Due 05/22/2019

Corporate Bond 110,000 units

137,067



American Credit Acceptance Receivables Series 2014-2 Class B 2.26% Due 03/10/2020

Asset Backed Security 136,000 units

135,869



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

Collateralized Mortgage Obligation 134,766 units

134,701



Comcast Corporation 6.5% Due 01/15/2017

Corporate Bond 120,000 units

132,505



Bank of Montreal 2.55% Due 11/06/2022

Corporate Bond 135,000 units

132,416



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

Asset Backed Security 127,827 units

131,179



Fannie Mae Tranche .447% Due 01/25/2017

Government Mortgage Backed Security 131,062 units

131,128



Fannie Mae Remic Trust 2007-W1 Variable Rate Due 11/25/2046

Government Mortgage Backed Security 130,353 units

130,695



AmeriCredit Automobile Receivables Trust 2013-3 Class A 10/10/2017

Asset Backed Security 130,183 units

130,203



Transcanada 3.75% Due 10/16/2023

Corporate Bond 130,000 units

130,150



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

Government Bond 90,000 units

130,015



Verizon Communications Inc. 4.4% Due 11/01/2034

Corporate Bond 130,000 units

129,218



Federal Home Loan Mortgage Corporation Multiclass Series 12-K708 Floating Rate Due 01/25/2019

Government Mortgage Backed Security 2,405,054 units

129,113



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

Collateralized Mortgage Obligation 131,422 units

127,420



MetLife Global 2.5% Due 09/29/2015*

Corporate Bond 125,000 units

126,792



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

Corporate Bond 110,000 units

126,775



Sequoia Mortgage Trust 2004-1, 2004-8 Variable Rate Due 09/20/2034

Collateralized Mortgage Obligation 130,753 units

126,333



BP Capital Markets plc 3.814% Due 02/10/2024

Corporate Bond 125,000 units

125,811



22

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

Identity of Issue
 
Description of Investment
 
Current Value

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

Asset Backed Security 124,784 units

125,581



Berkshire Hathaway Inc. 3.4% Due 01/31/2022

Corporate Bond 120,000 units

124,947



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

Collateralized Mortgage Obligation 117,183 units

123,779



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

Corporate Bond 109,000 units

123,706



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

Collateralized Mortgage Obligation 122,011 units

123,647



Apple Inc. 2.4% Due 05/03/2023

Corporate Bond 126,000 units

122,472



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

Collateralized Mortgage Obligation 121,227 units

122,187



Nabors Industries Limited 4.625% Due 09/15/2021

Corporate Bond 130,000 units

122,140



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

Corporate Bond 115,000 units

121,815



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

Municipal/Provincial Bond 90,000 units

121,090



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

Corporate Bond 100,000 units

120,563



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

Collateralized Mortgage Obligation 129,475 units

120,517



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

Collateralized Mortgage Obligation 119,811 units

120,329



Mondelez International, Inc. 4% Due 02/01/2024

Corporate Bond 115,000 units

120,321



Ontario Province Canada 4% Due 10/07/2019

Municipal/Provincial Bond 110,000 units

120,304



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

Collateralized Mortgage Obligation 119,284 units

119,907



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

Government Mortgage Backed Security 1,051,407 units

119,818



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

Asset Backed Security 119,000 units

119,168



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

Corporate Bond 100,000 units

118,946



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

Corporate Bond 124,000 units

118,905



Morgan Stanley 7.3% Due 05/13/2019

Corporate Bond 100,000 units

118,615



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

Corporate Bond 105,000 units

118,149



British Telecommunications PLC Step-up Due 12/15/2030

Corporate Bond 75,000 units

117,754



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

Corporate Bond 113,000 units

117,684



Capital One Financial Corporation 3.75% Due 04/24/2024

Corporate Bond 115,000 units

117,484



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

Corporate Bond 100,000 units

116,317



Washington Mutual Mortgage 5.5% Due 04/25/2033

Collateralized Mortgage Obligation 112,026 units

115,964



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

Collateralized Mortgage Obligation 113,987 units

115,946



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

Government Mortgage Backed Security 101,985 units

115,519



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

Commercial Mortgage Backed Security 115,000 units

115,313



Comcast Corporation 5.7% Due 07/01/2019

Corporate Bond 100,000 units

114,808



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

Collateralized Mortgage Obligation 111,216 units

114,626



Morgan Stanley 6.625% Due 04/01/2018

Corporate Bond 100,000 units

113,904



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

Collateralized Mortgage Obligation 107,400 units

113,550



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

Commercial Mortgage Backed Security 110,000 units

113,170



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

Collateralized Mortgage Obligation 112,203 units

112,436



Praxair, Inc. 1.25% Due 11/07/2018

Corporate Bond 115,000 units

112,344



Amerada Hess Corporation 7.3% Due 08/15/2031

Corporate Bond 90,000 units

111,816



Peco Energy Company 2.375% Due 09/15/2022

Corporate Bond 115,000 units

111,801



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

Asset Backed Security 111,450 units

111,494



Nordea Bank 4.875% Due 01/27/2020

Corporate Bond 100,000 units

111,333



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

Corporate Bond 100,000 units

111,005



Principal Life Global 2.25% Due 10/15/2018

Corporate Bond 110,000 units

110,803



Lincoln National Corporation 6.25% Due 02/15/2020

Corporate Bond 95,000 units

110,228



Intuit Inc. 5.75% Due 03/15/2017

Corporate Bond 100,000 units

109,901



Norfolk Southern Corporation 2.903% Due 02/15/2023

Corporate Bond 111,000 units

109,725



Cisco Systems, Inc. 3.625% Due 03/04/2024

Corporate Bond 105,000 units

109,416



Ohio State University General Receipts 4.8% Due 06/01/2111

Municipal/Provincial Bond 100,000 units

108,853



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

Corporate Bond 85,000 units

107,539



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

Government Mortgage Backed Security 715,251 units

106,271



Toronto Dominion Bank 2.2% Due 07/29/2015

Corporate Bond 105,000 units

106,022



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

Commercial Mortgage Backed Security 2,221,428 units

105,769



Exeter Automobile 1.29% Due 05/15/2018

Asset Backed Security 105,166 units

105,252



Port Authority NY & NJ 5.647% Due 11/01/2040

Municipal/Provincial Bond 85,000 units

105,005



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

Corporate Bond 105,000 units

104,678



23

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

Identity of Issue
 
Description of Investment
 
Current Value

Directv Holdings LLC 4.45% Due 04/01/2024

Corporate Bond 100,000 units

104,630



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

Collateralized Mortgage Obligation 101,086 units

104,500



EMC Corporation 2.65% Due 06/01/2020

Corporate Bond 105,000 units

104,495



HRPT Properties Trust 6.65% Due 01/15/2018

Corporate Bond 95,000 units

104,387



Master Alternative Loan Trust 2004-1 5.5% Pass-Through

Collateralized Mortgage Obligation 100,824 units

103,777



Devon Energy Corporation 7.95% Due 04/15/2032

Corporate Bond 75,000 units

103,384



AIG Sun America Global Financing 6.9% Due 03/15/2032

Corporate Bond 75,000 units

103,270



Canadian Pacific Railway Limited 7.125% Due 10/15/2031

Corporate Bond 75,000 units

103,148



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

Corporate Bond 100,000 units

103,109



Schlumberger Oilfield UK PLC 4.2% Due 01/15/2021

Corporate Bond 95,000 units

103,073



Massmutual Global Funding 3.125% Due 04/14/16

Corporate Bond 100,000 units

102,983



Rabobank Netherlands Variable Rate Due 12/29/2049

Corporate Bond 80,000 units

102,960



FirstEnergy Corporation 7.375% Due 11/15/2031