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, 2022
OR
| | | | | | | | |
| | ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-37702
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
Year Ended December 31, 2022
Contents
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| Audited Financial Statements: | |
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| Supplemental Schedule: | |
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Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of The Retirement and Savings Plan for Amgen Manufacturing, Limited
Opinion on the Financial Statements
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, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2022 and 2021, and the changes in its net assets available for benefits for the year ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2022, (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule 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 schedule. 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
We have served as the Plan’s auditor since 1992.
Los Angeles, California
June 14, 2023
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statements of Net Assets Available for Benefits
| | | | | | | | | | | | | | |
| | | December 31, |
| | | 2022 | | 2021 |
| Assets | | | | |
| Investments at fair value | | $ | 595,003,942 | | | $ | 669,938,625 | |
| Notes receivable from participants | | 16,068,774 | | | 15,668,200 | |
| Other – principally due from broker | | 395,402 | | | 469,779 | |
| Total assets | | 611,468,118 | | | 686,076,604 | |
| Liabilities | | | | |
| Other – principally due to broker | | 462,064 | | | 404,824 | |
| Total liabilities | | 462,064 | | | 404,824 | |
| Net assets available for benefits | | $ | 611,006,054 | | | $ | 685,671,780 | |
See accompanying notes.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statement of Changes in Net Assets Available for Benefits
| | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2022 | | |
| Additions to (deductions from) net assets: | | | | |
| Employer contributions | | $ | 20,160,074 | | | |
| Participant contributions | | 19,306,766 | | | |
| Rollover contributions | | 521,004 | | | |
| Interest and dividend income | | 5,053,185 | | | |
| Net realized/unrealized losses | | (83,780,824) | | | |
| Interest income on notes receivable from participants | | 682,956 | | | |
| Benefits paid | | (35,673,066) | | | |
| Investment and administrative fees | | (935,821) | | | |
| Net decrease | | (74,665,726) | | | |
| Net assets available for benefits at beginning of year | | 685,671,780 | | | |
| Net assets available for benefits at end of year | | $ | 611,006,054 | | | |
See accompanying notes.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements
December 31, 2022
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 May 1, 1992, and was amended and restated effective January 1, 2017, and subsequently amended, with the most recent amendment adopted on December 13, 2021. 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 is intended to qualify under Section 1081.01 of the Puerto Rico Internal Revenue Code of 2011, as amended (the PR Code) (see Note 4, 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 (together, Individual Contributions). A participant’s pre-tax contributions are subject to the PR Code and Plan limitations and could not exceed $15,000 in 2022. 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 the PR Code and Plan limitations and could not exceed $1,500 in 2022. 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 Individual 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 Individual Contributions, referred to as catch-up contributions, that are subject to the PR Code and Plan limitations and could not exceed $1,500 in 2022. 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 Individual Contributions to the Plan, equal to 4% of each participant’s eligible compensation up to a maximum of $12,200 in 2022 (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 $15,000 in 2022.
Participants select the investments in which their Individual Contributions, including their Core Contributions and Matching Contributions (collectively, Company Contributions), are to be invested, electing among various alternatives, including Amgen 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, the Plan document provides that 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.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
Vesting
Participants are immediately vested with respect to their Individual Contributions and Matching Contributions and earnings and losses (hereafter referred to as earnings) thereon. Participants hired prior to January 1, 2020, are also immediately vested with respect to their Core Contributions and earnings thereon. Participants hired on or after January 1, 2020, vest in full with respect to their Core Contributions and earnings thereon after three years of service, as defined by the terms of the Plan, or upon reaching age 65 while employed by the Company, if earlier. If a participant ceases to be an employee before fully vesting in their account, the non-vested portion of the participant’s account will be treated as a forfeiture, as defined by the terms of the Plan, on the earlier of (a) the date the participant incurs a five-year break in service, as defined by the terms of the Plan or, (b) the date the participant receives a distribution of the entire vested portion of their account.
Participant Accounts
Each participant’s account is credited with: (a) the participant’s Individual 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.
Plan Investments
Plan participants can invest in seven different asset classes as well as Amgen stock or can 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 composed primarily 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.
Payments of Benefits
Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan) or retirement, a participant may elect to receive a full or partial distribution of his or her 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.
Participants may also elect to maintain their account balance in the Plan subsequent to termination of employment, provided that their account balance is greater than $1,000.
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.
No withdrawals may be made from the Plan while a participant continues to be employed by the Company except in certain circumstances including, but not limited to, financial hardship, disability and attainment of age 59 1/2.
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 that 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 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.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
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 become fully vested in Core Contributions and receive distributions of their account balances.
Trustee and Custodians
Banco Popular de Puerto Rico is the Plan’s trustee. Bank of America, N.A. is the Plan’s custodian with respect to the self-directed brokerage arrangement and the Amgen common stock fund. Northern Trust Company, NA (Northern) is the Plan’s custodian with respect to the asset classes.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting. Benefits to participants are recorded when paid.
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.
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 and due to brokers arise from unsettled sale and purchase transactions, respectively.
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.
Risks and Uncertainties
The Plan provides for investment options representing varied combinations of equities (including Amgen stock), fixed income, and other investments. Investments, in general, particularly in securities, are exposed to various risks, such as interest rate, inflation, market and credit risks, among others. Market risk includes global events which could impact the value of investments, including securities, such as a pandemic or international conflict. Due to the level of risk associated with certain investments, including securities, it is at least reasonably possible that changes in the values of the Plan’s investments, including securities, will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the Plan’s financial statements.
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.
The following fair value hierarchy tables present information about each major class/category of the Plan’s investments measured at fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements at December 31, 2022, 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 | | $ | 103,662,409 | | | $ | — | | | $ | — | | | $ | 103,662,409 | |
| Cash and cash equivalents | | 200,285 | | | — | | | — | | | 200,285 | |
| Collective trust funds | | — | | | 372,729,128 | | | — | | | 372,729,128 | |
| Common and preferred stock | | 101,755,093 | | | — | | | — | | | 101,755,093 | |
| Mutual funds | | 8,345,597 | | | — | | | — | | | 8,345,597 | |
| Self-directed brokerage accounts | | 8,311,430 | | | — | | | — | | | 8,311,430 | |
| Total investments at fair value | | $ | 222,274,814 | | | $ | 372,729,128 | | | $ | — | | | $ | 595,003,942 | |
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements at December 31, 2021, 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 | | $ | 92,566,483 | | | $ | — | | | $ | — | | | $ | 92,566,483 | |
| Cash and cash equivalents | | 4,231,214 | | | — | | | — | | | 4,231,214 | |
| Collective trust funds | | — | | | 410,998,784 | | | — | | | 410,998,784 | |
| Common and preferred stocks | | 143,456,396 | | | — | | | — | | | 143,456,396 | |
| Mutual funds | | 7,440,054 | | | — | | | — | | | 7,440,054 | |
| Self-directed brokerage accounts | | 11,245,694 | | | — | | | — | | | 11,245,694 | |
| Total investments at fair value | | $ | 258,939,841 | | | $ | 410,998,784 | | | $ | — | | | $ | 669,938,625 | |
The fair values of substantially all common stocks (including Amgen stock), preferred stocks, mutual funds and underlying investments of self-directed brokerage accounts 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 as the basis for current transactions.
4. Income Tax Status
The Plan received an opinion letter from the Puerto Rico Treasury Department (PRTD) dated February 26, 2018, with an effective date of January 1, 2017, stating that the Plan meets the requirements of Section 1081.01 of the PR Code and the regulations thereunder, and, therefore the related trust forming part of the Plan is exempt from taxation. Subsequently, six amendments were made to the Plan, and the Plan received letters from the PRTD stating the PRTD has no objection to the first four of these amendments. The Company has submitted the fifth and sixth amendments to the PRTD requesting an opinion that the Plan remains in compliance with the PR Code and regulations thereunder. Once qualified, the Plan is required to operate in conformity with the PR Code to maintain its qualification.
For taxable year 2022, the Company believes the Plan satisfied, and operated in compliance with, the applicable requirements of the PR Code and therefore believes that the Plan, as amended, is qualified and the related trust is tax exempt. The Company has indicated that it currently intends to continue to take the necessary steps, if any, to maintain the Plan’s compliance with the applicable requirements of the PR Code.
5. Party-in-Interest Transactions
Parties-in-interest are certain entities defined under Department of Labor regulations, including Amgen, and other parties that provide services to the Plan, such as the trustees, custodians and investment managers. The Plan pays the custodians certain administrative and investment management fees, and the Company pays certain administrative fees on behalf of the Plan. The Plan invests in collective trust funds managed by Northern, certain of the Plan’s investment managers and other third parties and may invest in securities of entities that are parties-in-interest. The Plan also invests in shares of common stock of Amgen and receives dividends on those shares. Notes receivable from participants are also considered party-in-interest transactions.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
6. Reconciliation of Financial Statements to the Form 5500
The reconciliation of net assets available for benefits per the financial statements to the Form 5500 consisted of the following:
| | | | | | | | | | | | | | |
| | | December 31, |
| | | 2022 | | 2021 |
| Net assets available for benefits per the financial statements | | $ | 611,006,054 | | | $ | 685,671,780 | |
| | | | |
| | | | |
| Deemed loans | | (753,247) | | | (672,422) | |
| Net assets per the Form 5500 | | $ | 610,252,807 | | | $ | 684,999,358 | |
The following is a reconciliation of expenses per the financial statements to the Form 5500:
| | | | | | | | |
| | | Year Ended December 31, 2022 |
| Benefits paid | | $ | (35,673,066) | |
| Investment and administrative fees | | (935,821) | |
| Total expenses per the financial statements | | (36,608,887) | |
| | |
| | |
| Deemed loans at December 31, 2021 | | 672,422 | |
| Deemed loans at December 31, 2022 | | (753,247) | |
| Total expenses per the Form 5500 | | $ | (36,689,712) | |
Supplemental Schedule
The Retirement and Savings Plan for Amgen Manufacturing, Limited
EIN: 98-0210484 Plan: #001
As of December 31, 2022
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| | | | | | |
| Amgen Stock* | | Employer Securities 394,694 shares | | 103,662,409 | | |
| | | | | | $ | 103,662,409 | |
| | | | | | |
| Capital Preservation Asset Class: | | | | | |
| Galliard Stable Return Fund W* | | Collective Trust Fund 1,242,855 units | | 75,788,056 | | |
| NT Collective Short Term Investment Fund* | | Collective Trust Fund 4,223,182 units | | 4,223,182 | | |
| Total Capital Preservation Asset Class | | | | | 80,011,238 | |
| | | | | | |
| Fixed Income Active Asset Class: | | | | | |
| MetLife Core Plus Collective Fund* | | Collective Trust Fund 918,963 units | | 8,546,360 | | |
| Wellington Core Bond Plus Portfolio Collective Investment Trust II* | | Collective Trust Fund 772,168 units | | 8,524,740 | | |
| Schroder Global Strategic Bond Trust Class W* | | Collective Trust Fund 276,029 units | | 2,718,888 | | |
| Putnam Absolute Return Fixed Income Fund* | | Collective Trust Fund 36,931 units | | 2,712,610 | | |
| Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund - Non Lending* | | Collective Trust Fund 792,880 units | | 1,637,983 | | |
| Total Fixed Income Active Asset Class | | | | | 24,140,581 | |
| | | | | | |
| Fixed Income Index Asset Class: | | | | | |
| Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund - Non Lending* | | Collective Trust Fund 792,880 units | | 111,478,898 | | |
| Total Fixed Income Index Asset Class | | | | | 111,478,898 | |
| | | | | | |
| U.S. Equity Active Asset Class: | | | | | |
| NT Collective Russell 3000 Index Fund / Non Lending* | | Collective Trust Fund 79,450 units | | 4,729,549 | | |
| Visa Inc. Class A | | Common and Preferred Stock 13,243 shares | | 2,751,366 | | |
| NT Collective Short Term Investment Fund* | | Collective Trust Fund 2,706,179 units | | 2,706,179 | | |
| Amazon Inc. | | Common and Preferred Stock 29,672 shares | | 2,492,448 | | |
| Microsoft Corporation | | Common and Preferred Stock 9,195 shares | | 2,205,145 | | |
| General Electric | | Common and Preferred Stock 20,569 shares | | 1,723,477 | | |
| TransDigm Group Inc. | | Common and Preferred Stock 1,973 shares | | 1,242,299 | | |
| Intuit Inc. | | Common and Preferred Stock 3,146 shares | | 1,224,486 | | |
| Netflix, Inc. | | Common and Preferred Stock 3,933 shares | | 1,159,763 | | |
| Dexcom Inc. | | Common and Preferred Stock 8,826 shares | | 999,456 | | |
| Ball Corporation | | Common and Preferred Stock 19,227 shares | | 983,269 | | |
| ServiceNow Inc. | | Common and Preferred Stock 2,355 shares | | 914,376 | | |
| The Carlyle Group Inc. | | Common and Preferred Stock 30,274 shares | | 903,376 | | |
| Heico Corporation Class A | | Common and Preferred Stock 7,390 shares | | 885,692 | | |
| Skechers USA Inc. Class A | | Common and Preferred Stock 20,880 shares | | 875,916 | | |
| UnitedHealth Group Inc. | | Common and Preferred Stock 1,638 shares | | 868,435 | | |
| Citigroup Inc. | | Common and Preferred Stock 18,779 shares | | 849,374 | | |
| Dow Inc. | | Common and Preferred Stock 16,518 shares | | 832,342 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Alphabet Inc. | | Common and Preferred Stock 9,348 shares | | 829,448 | | |
| Danaher Corporation | | Common and Preferred Stock 3,072 shares | | 815,370 | | |
| Skyworks Solutions Inc | | Common and Preferred Stock 8,841 shares | | 805,680 | | |
| Jones Lang LaSalle Inc. | | Common and Preferred Stock 4,967 shares | | 791,591 | | |
| SS&C Technologies Holdings Inc. | | Common and Preferred Stock 14,665 shares | | 763,460 | | |
| Wells Fargo & Company* | | Common and Preferred Stock 18,435 shares | | 761,181 | | |
| Lear Corporation | | Common and Preferred Stock 6,118 shares | | 758,754 | | |
| KKR & Company Inc. Class A | | Common and Preferred Stock 16,245 shares | | 754,093 | | |
| Workday Inc. Class A | | Common and Preferred Stock 4,494 shares | | 751,981 | | |
| Mastercard Inc. Class A | | Common and Preferred Stock 2,132 shares | | 741,360 | | |
| Qorvo, Inc. | | Common and Preferred Stock 8,135 shares | | 737,356 | | |
| MSCI Inc. | | Common and Preferred Stock 1,583 shares | | 736,364 | | |
| CoStar Group Inc. | | Common and Preferred Stock 9,424 shares | | 728,287 | | |
| Alphabet Inc. Class C | | Common and Preferred Stock 8,085 shares | | 717,382 | | |
| Yum! Brands Inc. | | Common and Preferred Stock 5,506 shares | | 705,208 | | |
| S&P Global Inc | | Common and Preferred Stock 2,085 shares | | 698,350 | | |
| Equinix Inc. | | Common and Preferred Stock 1,024 shares | | 670,751 | | |
| Thermo Fisher Corporation | | Common and Preferred Stock 1,216 shares | | 669,639 | | |
| Salesforce.com Inc. | | Common and Preferred Stock 4,930 shares | | 653,669 | | |
| Henry Schein Inc. | | Common and Preferred Stock 8,184 shares | | 653,656 | | |
| Applied Materials Inc. | | Common and Preferred Stock 6,687 shares | | 651,180 | | |
| Ecolab, Inc. | | Common and Preferred Stock 4,454 shares | | 648,324 | | |
| Salesforce.com Inc. | | Common and Preferred Stock 4,872 shares | | 645,978 | | |
| Costar Group Inc. | | Common and Preferred Stock 8,356 shares | | 645,752 | | |
| Merit Medical Systems Inc. | | Common and Preferred Stock 9,044 shares | | 638,687 | | |
| Clean Harbors Inc. | | Common and Preferred Stock 5,558 shares | | 634,279 | | |
| Block, Inc. | | Common and Preferred Stock 10,093 shares | | 634,244 | | |
| Cognizant Technology Solutions Corporation Class A | | Common and Preferred Stock 10,999 shares | | 629,033 | | |
| Match Group Inc. | | Common and Preferred Stock 14,797 shares | | 613,928 | | |
| Fresenius Medical Care | | Common and Preferred Stock 37,471 shares | | 612,276 | | |
| QuidelOrtho Corporation | | Common and Preferred Stock 7,007 shares | | 600,290 | | |
| STERIS plc | | Common and Preferred Stock 3,225 shares | | 595,625 | | |
| Wabtec Corporation | | Common and Preferred Stock 5,920 shares | | 590,875 | | |
| Newell Brands Inc. | | Common and Preferred Stock 45,083 shares | | 589,686 | | |
| Edison International | | Common and Preferred Stock 9,266 shares | | 589,503 | | |
| Autodesk Inc. | | Common and Preferred Stock 3,119 shares | | 582,848 | | |
| Iqvia Holdings Inc. | | Common and Preferred Stock 2,830 shares | | 579,839 | | |
| Waste Connections Inc. | | Common and Preferred Stock 4,368 shares | | 579,022 | | |
| Regeneron Pharmaceuticals, Inc. | | Common and Preferred Stock 798 shares | | 575,749 | | |
| Intuitive Surgical, Inc. | | Common and Preferred Stock 2,150 shares | | 570,503 | | |
| MetLife Inc.* | | Common and Preferred Stock 7,881 shares | | 570,348 | | |
| Sherwin-Williams Company | | Common and Preferred Stock 2,353 shares | | 558,437 | | |
| Halozyme Therapeutics Inc. | | Common and Preferred Stock 9,782 shares | | 556,596 | | |
| Capital One Financial Corporation | | Common and Preferred Stock 5,899 shares | | 548,371 | | |
| Equitable Holdings Inc. | | Common and Preferred Stock 18,950 shares | | 543,865 | | |
| Ares Management Corporation | | Common and Preferred Stock 7,846 shares | | 536,980 | | |
| FMC Corporation | | Common and Preferred Stock 4,172 shares | | 520,666 | | |
| CBRE Group Inc. Class A | | Common and Preferred Stock 6,732 shares | | 518,095 | | |
| Anthem Inc. | | Common and Preferred Stock 1,009 shares | | 517,587 | | |
| Ritchie Bros Auctioneers Inc. | | Common and Preferred Stock 8,945 shares | | 517,289 | | |
| Synopsys Inc. | | Common and Preferred Stock 1,610 shares | | 514,057 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| NICE Limited | | Common and Preferred Stock 2,649 shares | | 509,403 | | |
| Voya Financial Inc. | | Common and Preferred Stock 8,159 shares | | 501,697 | | |
| Aon PLC | | Common and Preferred Stock 1,671 shares | | 501,534 | | |
| Lam Research Corporation | | Common and Preferred Stock 1,168 shares | | 490,910 | | |
| American Express Company | | Common and Preferred Stock 3,322 shares | | 490,826 | | |
| Ametek Inc. | | Common and Preferred Stock 3,510 shares | | 490,417 | | |
| Starbucks Corporation | | Common and Preferred Stock 4,919 shares | | 487,965 | | |
| Charles River Laboratories International Inc. | | Common and Preferred Stock 2,234 shares | | 486,789 | | |
| FleetCor Technologies Inc. | | Common and Preferred Stock 2,630 shares | | 483,078 | | |
| JP Morgan Chase & Company | | Common and Preferred Stock 3,600 shares | | 482,760 | | |
| Booking Holdings Inc. | | Common and Preferred Stock 233 shares | | 469,560 | | |
| Sensata Technologies BV Holding | | Common and Preferred Stock 11,485 shares | | 463,764 | | |
| Gildan Activewear Inc. | | Common and Preferred Stock 16,718 shares | | 458,073 | | |
| Adobe Systems Inc. | | Common and Preferred Stock 1,335 shares | | 449,268 | | |
| Amdocs Limited | | Common and Preferred Stock 4,903 shares | | 445,683 | | |
| Shopify Inc | | Common and Preferred Stock 12,798 shares | | 444,219 | | |
| American International Group Inc. | | Common and Preferred Stock 6,919 shares | | 437,558 | | |
| Bristol Myers Squibb | | Common and Preferred Stock 6,035 shares | | 434,218 | | |
| Amphenol Corporation Class A | | Common and Preferred Stock 5,490 shares | | 418,009 | | |
| Frontdoor Inc. | | Common and Preferred Stock 19,642 shares | | 408,554 | | |
| Uber Technologies Inc. | | Common and Preferred Stock 16,491 shares | | 407,822 | | |
| Alight Inc. Class A | | Common and Preferred Stock 48,658 shares | | 406,781 | | |
| Warner Music Group Corporation Class A | | Common and Preferred Stock 11,572 shares | | 405,251 | | |
| J2 Global Inc. | | Common and Preferred Stock 5,122 shares | | 405,150 | | |
| Atlassian Corporation | | Common and Preferred Stock 3,117 shares | | 401,096 | | |
| Axis Capital Holdings Limited | | Common and Preferred Stock 7,397 shares | | 400,695 | | |
| Dollar General Corporation | | Common and Preferred Stock 1,619 shares | | 398,679 | | |
| BWX Technologies Inc. | | Common and Preferred Stock 6,825 shares | | 396,396 | | |
| IDEX Corporation | | Common and Preferred Stock 1,698 shares | | 387,704 | | |
| NOV Inc. | | Common and Preferred Stock 18,554 shares | | 387,593 | | |
| Hewlett Packard Enterprise Company | | Common and Preferred Stock 24,135 shares | | 385,195 | | |
| Euronet Worldwide Inc. | | Common and Preferred Stock 4,080 shares | | 385,070 | | |
| Bank of America Corporation* | | Common and Preferred Stock 11,404 shares | | 377,700 | | |
| Align Technology Inc. | | Common and Preferred Stock 1,789 shares | | 377,300 | | |
| Snowflake Inc. Class A | | Common and Preferred Stock 2,608 shares | | 374,352 | | |
| Catalent Inc. | | Common and Preferred Stock 8,225 shares | | 370,207 | | |
| Floor & Decor Holdings Inc. | | Common and Preferred Stock 5,315 shares | | 370,083 | | |
| Lam Resh Corporation | | Common and Preferred Stock 877 shares | | 368,603 | | |
| LKQ Corporation | | Common and Preferred Stock 6,889 shares | | 367,941 | | |
| Entegris Inc. | | Common and Preferred Stock 5,570 shares | | 365,336 | | |
| UGI Corporation | | Common and Preferred Stock 9,829 shares | | 364,361 | | |
| PVH Corporation | | Common and Preferred Stock 5,103 shares | | 360,221 | | |
| Abbott Laboratories | | Common and Preferred Stock 3,137 shares | | 344,411 | | |
| Halliburton Company | | Common and Preferred Stock 8,619 shares | | 339,158 | | |
| Ingredion Inc. | | Common and Preferred Stock 3,439 shares | | 336,781 | | |
| HealthEquity Inc. | | Common and Preferred Stock 5,428 shares | | 334,582 | | |
| Huntington Bancshares Inc. | | Common and Preferred Stock 23,452 shares | | 330,673 | | |
| Acadia Healthcare Company Inc. | | Common and Preferred Stock 3,899 shares | | 320,966 | | |
| Cloudflare Inc. | | Common and Preferred Stock 7,025 shares | | 317,600 | | |
| Churchill Downs Inc. | | Common and Preferred Stock 1,465 shares | | 309,745 | | |
| Datadog Inc. | | Common and Preferred Stock 4,214 shares | | 309,729 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Sarepta Therapeutics Inc. | | Common and Preferred Stock 2,341 shares | | 303,347 | | |
| Trimble Inc. | | Common and Preferred Stock 5,978 shares | | 302,248 | | |
| Brown & Brown Inc. | | Common and Preferred Stock 5,295 shares | | 301,656 | | |
| Mohawk Industries Inc. | | Common and Preferred Stock 2,945 shares | | 301,038 | | |
| Cabot Corporation | | Common and Preferred Stock 4,468 shares | | 298,641 | | |
| Cooper Companies Inc. | | Common and Preferred Stock 890 shares | | 294,296 | | |
| National Retail Properties Inc. | | Common and Preferred Stock 6,332 shares | | 289,752 | | |
| GlobalFoundries Inc. | | Common and Preferred Stock 5,277 shares | | 284,378 | | |
| ACV Auctions Inc. Class A | | Common and Preferred Stock 34,326 shares | | 281,816 | | |
| On Semiconductor Corporation | | Common and Preferred Stock 4,496 shares | | 280,416 | | |
| Goldman Sachs Group Inc. | | Common and Preferred Stock 807 shares | | 277,108 | | |
| Dycom Industries Inc. | | Common and Preferred Stock 2,883 shares | | 269,849 | | |
| Western Alliance Bancorporation | | Common and Preferred Stock 4,491 shares | | 267,484 | | |
| Momentive Global Inc. | | Common and Preferred Stock 37,986 shares | | 265,902 | | |
| Carter Inc. | | Common and Preferred Stock 3,550 shares | | 264,866 | | |
| FTI Consulting Inc. | | Common and Preferred Stock 1,664 shares | | 264,243 | | |
| Forward Air Corporation | | Common and Preferred Stock 2,493 shares | | 261,491 | | |
| Tennant Company | | Common and Preferred Stock 4,242 shares | | 261,180 | | |
| MACOM Technology Solutions Holdings Inc. | | Common and Preferred Stock 4,131 shares | | 260,170 | | |
| Keysight Technologies Inc. | | Common and Preferred Stock 1,472 shares | | 251,815 | | |
| Gartner Inc. | | Common and Preferred Stock 747 shares | | 251,097 | | |
| DoorDash Inc. Class A | | Common and Preferred Stock 5,016 shares | | 244,881 | | |
| Nvidia Corporation | | Common and Preferred Stock 1,661 shares | | 242,739 | | |
| ZipRecruiter Inc. Class A | | Common and Preferred Stock 14,536 shares | | 238,681 | | |
| Huron Consulting Group Inc. | | Common and Preferred Stock 3,249 shares | | 235,877 | | |
| NRG Energy Inc. | | Common and Preferred Stock 7,361 shares | | 234,227 | | |
| AerCap Holdings N.V. | | Common and Preferred Stock 3,972 shares | | 231,647 | | |
| KAR Auction Services Inc. | | Common and Preferred Stock 17,586 shares | | 229,497 | | |
| Belden Inc. | | Common and Preferred Stock 3,117 shares | | 224,112 | | |
| BankUnited Inc. | | Common and Preferred Stock 6,543 shares | | 222,266 | | |
| Sea Limited | | Common and Preferred Stock 4,249 shares | | 221,075 | | |
| N-Able Technologies International Inc. | | Common and Preferred Stock 21,491 shares | | 220,927 | | |
| CarGurus Inc. Class A | | Common and Preferred Stock 15,757 shares | | 220,756 | | |
| National Bank Holdings Corporation Class A | | Common and Preferred Stock 5,109 shares | | 214,936 | | |
| LPL Financial Holdings Inc. | | Common and Preferred Stock 994 shares | | 214,873 | | |
| Chemed Corporation | | Common and Preferred Stock 416 shares | | 212,339 | | |
| UBS Group AG | | Common and Preferred Stock 11,334 shares | | 211,606 | | |
| Albany International Corporation Class A | | Common and Preferred Stock 2,133 shares | | 210,292 | | |
| ALLETE Inc. | | Common and Preferred Stock 3,257 shares | | 210,109 | | |
| Altra Industrial Motion Corporation | | Common and Preferred Stock 3,506 shares | | 209,484 | | |
| Advanced Energy Industries Inc. | | Common and Preferred Stock 2,439 shares | | 209,217 | | |
| Certara Inc. | | Common and Preferred Stock 12,861 shares | | 206,676 | | |
| Magna International Inc. | | Common and Preferred Stock 3,673 shares | | 206,349 | | |
| KBR, Inc. | | Common and Preferred Stock 3,904 shares | | 206,131 | | |
| Pfizer Inc. | | Common and Preferred Stock 4,022 shares | | 206,087 | | |
| Edwards Lifesciences Corporation | | Common and Preferred Stock 2,698 shares | | 201,298 | | |
| Prosperity Bancshares Inc. | | Common and Preferred Stock 2,759 shares | | 200,524 | | |
| ASGN Inc. | | Common and Preferred Stock 2,428 shares | | 197,833 | | |
| Bio-Techne Corporation | | Common and Preferred Stock 2,379 shares | | 197,172 | | |
| Sally Beauty Holdings Inc. | | Common and Preferred Stock 15,576 shares | | 195,012 | | |
| Trinet Group Inc. | | Common and Preferred Stock 2,830 shares | | 191,874 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Nasdaq Inc. | | Common and Preferred Stock 3,077 shares | | 188,774 | | |
| Graphic Packaging Holding Company | | Common and Preferred Stock 8,429 shares | | 187,545 | | |
| Cardinal Health, Inc. | | Common and Preferred Stock 2,414 shares | | 185,564 | | |
| Teleflex Inc. | | Common and Preferred Stock 742 shares | | 185,225 | | |
| Carlisle Companies Inc. | | Common and Preferred Stock 784 shares | | 184,750 | | |
| Monday.com Limited | | Common and Preferred Stock 1,509 shares | | 184,098 | | |
| Kirby Corporation | | Common and Preferred Stock 2,857 shares | | 183,848 | | |
| WillScot Mobile Mini Holdings Corporation | | Common and Preferred Stock 4,062 shares | | 183,481 | | |
| McKesson Corporation | | Common and Preferred Stock 483 shares | | 181,183 | | |
| Range Resources Corporation | | Common and Preferred Stock 7,153 shares | | 178,968 | | |
| Box Inc. Class A | | Common and Preferred Stock 5,736 shares | | 178,562 | | |
| Smartsheet Inc. Class A | | Common and Preferred Stock 4,518 shares | | 177,828 | | |
| Matson Inc. | | Common and Preferred Stock 2,840 shares | | 177,528 | | |
| Shell plc | | Common and Preferred Stock 3,111 shares | | 177,171 | | |
| Charter Communications, Inc. Class A | | Common and Preferred Stock 519 shares | | 175,993 | | |
| Copart Inc. | | Common and Preferred Stock 2,879 shares | | 175,302 | | |
| First American Financial Corporation | | Common and Preferred Stock 3,327 shares | | 174,135 | | |
| Northern Trust Interest Bearing Cash* | | Cash and Cash Equivalents 173,146 units | | 173,146 | | |
| Supernus Pharmaceuticals Inc. | | Common and Preferred Stock 4,832 shares | | 172,357 | | |
| WisdomTree Investments Inc. | | Common and Preferred Stock 31,440 shares | | 171,348 | | |
| Signature Bank | | Common and Preferred Stock 1,480 shares | | 170,526 | | |
| Diamondback Energy Inc. | | Common and Preferred Stock 1,214 shares | | 166,051 | | |
| Dolby Laboratories Inc. | | Common and Preferred Stock 2,353 shares | | 165,981 | | |
| Graco Inc. | | Common and Preferred Stock 2,436 shares | | 163,845 | | |
| Airbnb Inc. Class A | | Common and Preferred Stock 1,912 shares | | 163,476 | | |
| Barnes Group Inc. | | Common and Preferred Stock 3,976 shares | | 162,420 | | |
| Itron Inc. | | Common and Preferred Stock 3,088 shares | | 156,407 | | |
| Cohen & Steers Inc. | | Common and Preferred Stock 2,421 shares | | 156,300 | | |
| Under Armour Inc. Class C | | Common and Preferred Stock 17,492 shares | | 156,029 | | |
| Woodward Inc. | | Common and Preferred Stock 1,596 shares | | 154,190 | | |
| AptarGroup Inc. | | Common and Preferred Stock 1,399 shares | | 153,862 | | |
| Mednax Inc. | | Common and Preferred Stock 10,339 shares | | 153,638 | | |
| Grand Canyon Education Inc. | | Common and Preferred Stock 1,421 shares | | 150,143 | | |
| Okta Inc. | | Common and Preferred Stock 2,156 shares | | 147,319 | | |
| Prestige Consumer Healthcare Inc. | | Common and Preferred Stock 2,345 shares | | 146,797 | | |
| Oceaneering International Inc. | | Common and Preferred Stock 8,251 shares | | 144,310 | | |
| Dynatrace Inc. | | Common and Preferred Stock 3,731 shares | | 142,897 | | |
| Alamos Gold Inc. Class A | | Common and Preferred Stock 13,941 shares | | 140,944 | | |
| Generac Holdings Inc. | | Common and Preferred Stock 1,396 shares | | 140,521 | | |
| Veracyte Inc. | | Common and Preferred Stock 5,896 shares | | 139,912 | | |
| Encompass Health Corporation | | Common and Preferred Stock 2,321 shares | | 138,819 | | |
| BRP Group Inc. Class A | | Common and Preferred Stock 5,498 shares | | 138,220 | | |
| NexTier Oilfield Solutions Inc. | | Common and Preferred Stock 14,847 shares | | 137,186 | | |
| Monro Inc. | | Common and Preferred Stock 3,025 shares | | 136,730 | | |
| Knowles Corporation | | Common and Preferred Stock 8,186 shares | | 134,414 | | |
| Markel Corporation Holding Company | | Common and Preferred Stock 102 shares | | 134,384 | | |
| TreeHouse Foods Inc. | | Common and Preferred Stock 2,710 shares | | 133,820 | | |
| Consensus Cloud Solutions Inc. | | Common and Preferred Stock 2,430 shares | | 130,637 | | |
| ACI Worldwide Inc. | | Common and Preferred Stock 5,669 shares | | 130,387 | | |
| Teledyne Technologies Inc. | | Common and Preferred Stock 325 shares | | 129,971 | | |
| 10X Genomics Inc. Class A | | Common and Preferred Stock 3,560 shares | | 129,726 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Hexcel Corporation | | Common and Preferred Stock 2,182 shares | | 128,411 | | |
| Tronox Holdings PLC | | Common and Preferred Stock 9,262 shares | | 126,982 | | |
| John Bean Technologies Corporation | | Common and Preferred Stock 1,375 shares | | 125,579 | | |
| Matthews International Corporation Class A | | Common and Preferred Stock 4,097 shares | | 124,713 | | |
| SpringWorks Therapeutics Inc. | | Common and Preferred Stock 4,670 shares | | 121,467 | | |
| Ciena Corporation | | Common and Preferred Stock 2,380 shares | | 121,332 | | |
| United Community Bank Blairsville Georgia | | Common and Preferred Stock 3,588 shares | | 121,274 | | |
| Texas Capital Bancshares Inc. | | Common and Preferred Stock 1,997 shares | | 120,439 | | |
| Knight-Swift Transportation Holdings Inc. Class A | | Common and Preferred Stock 2,296 shares | | 120,333 | | |
| Helen Trustoy Limited | | Common and Preferred Stock 1,084 shares | | 120,226 | | |
| Jacobs Solutions Inc. | | Common and Preferred Stock 985 shares | | 118,269 | | |
| Hanesbrands Inc. | | Common and Preferred Stock 18,223 shares | | 115,898 | | |
| Pacific Premier Bancorp Inc. | | Common and Preferred Stock 3,669 shares | | 115,794 | | |
| Agios Pharmaceuticals Inc. | | Common and Preferred Stock 4,120 shares | | 115,690 | | |
| Nu Skin Enterprises Inc. Class A | | Common and Preferred Stock 2,736 shares | | 115,350 | | |
| Nevro Corporation | | Common and Preferred Stock 2,855 shares | | 113,058 | | |
| C.H. Robinson Worldwide Inc. | | Common and Preferred Stock 1,218 shares | | 111,520 | | |
| NCR Corporation | | Common and Preferred Stock 4,743 shares | | 111,034 | | |
| Canada Goose Holdings Inc. | | Common and Preferred Stock 6,176 shares | | 109,995 | | |
| World Wrestling Entertainment | | Common and Preferred Stock 1,603 shares | | 109,838 | | |
| 8X8 Inc. | | Common and Preferred Stock 24,905 shares | | 107,590 | | |
| JBG SMITH Properties | | Common and Preferred Stock 5,623 shares | | 106,725 | | |
| Coherent Corporation | | Common and Preferred Stock 3,037 shares | | 106,599 | | |
| Cimpress plc | | Common and Preferred Stock 3,820 shares | | 105,470 | | |
| Sportradar Group | | Common and Preferred Stock 10,499 shares | | 104,570 | | |
| Legend Biotech Corporation | | Common and Preferred Stock 2,069 shares | | 103,284 | | |
| Docusign Inc. | | Common and Preferred Stock 1,862 shares | | 103,192 | | |
| Summit Materials Inc. | | Common and Preferred Stock 3,635 shares | | 103,191 | | |
| SLR Investment Corporation | | Common and Preferred Stock 7,395 shares | | 102,864 | | |
| Aspen Technology Inc. | | Common and Preferred Stock 472 shares | | 96,949 | | |
| CareDx Inc. | | Common and Preferred Stock 8,482 shares | | 96,780 | | |
| Azekpany Inc. | | Common and Preferred Stock 4,640 shares | | 94,285 | | |
| Qualtrics International Inc. | | Common and Preferred Stock 9,078 shares | | 94,230 | | |
| Haemonetics Corporation | | Common and Preferred Stock 1,170 shares | | 92,021 | | |
| IAA Spinco Inc. | | Common and Preferred Stock 2,264 shares | | 90,560 | | |
| iShares Russell Mid-Cap ETF | | Mutual Fund 1,340 units | | 90,383 | | |
| J & J Snack Foods Corporation | | Common and Preferred Stock 603 shares | | 90,275 | | |
| Mid-American Apartment Communities Inc. | | Common and Preferred Stock 573 shares | | 89,955 | | |
| PacWest Bancorp | | Common and Preferred Stock 3,818 shares | | 87,623 | | |
| Sumo Logic Inc. | | Common and Preferred Stock 10,650 shares | | 86,265 | | |
| Sotera Health Company | | Common and Preferred Stock 10,125 shares | | 84,341 | | |
| AZZ Inc. | | Common and Preferred Stock 2,095 shares | | 84,219 | | |
| Arvinas Inc. | | Common and Preferred Stock 2,458 shares | | 84,088 | | |
| Northwestern Corporation | | Common and Preferred Stock 1,400 shares | | 83,076 | | |
| Farfetch Limited Class A | | Common and Preferred Stock 17,511 shares | | 82,827 | | |
| Infinera Corporation | | Common and Preferred Stock 12,063 shares | | 81,305 | | |
| Silgan Holdings Inc. | | Common and Preferred Stock 1,552 shares | | 80,456 | | |
| Omnicell Inc. | | Common and Preferred Stock 1,541 shares | | 77,697 | | |
| Flowserve Corporation | | Common and Preferred Stock 2,530 shares | | 77,620 | | |
| Wolverine World Wide Inc. | | Common and Preferred Stock 7,070 shares | | 77,275 | | |
| Middleby Corporation | | Common and Preferred Stock 575 shares | | 76,993 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Tenable Holdings Inc. | | Common and Preferred Stock 2,011 shares | | 76,720 | | |
| Relay Therapeutics Inc. | | Common and Preferred Stock 5,078 shares | | 75,865 | | |
| Harsco Corporation | | Common and Preferred Stock 11,957 shares | | 75,210 | | |
| IPG Photonics Corporation | | Common and Preferred Stock 783 shares | | 74,127 | | |
| KB Home | | Common and Preferred Stock 2,273 shares | | 72,395 | | |
| iShares Core S&P Small-Cap ETF | | Mutual Fund 754 units | | 71,359 | | |
| Doximity Inc. | | Common and Preferred Stock 2,092 shares | | 70,208 | | |
| C4 Therapeutics Inc. | | Common and Preferred Stock 11,878 shares | | 70,080 | | |
| Herbalife Nutrition Limited | | Common and Preferred Stock 4,671 shares | | 69,504 | | |
| Banner Corporation | | Common and Preferred Stock 1,089 shares | | 68,825 | | |
| Rocket Lab USA Inc. | | Common and Preferred Stock 18,208 shares | | 68,644 | | |
| 1-800-FLOWERS.COM Inc. Class A | | Common and Preferred Stock 7,102 shares | | 67,895 | | |
| Axogen Inc. | | Common and Preferred Stock 6,787 shares | | 67,734 | | |
| STAG Industrial Inc. | | Common and Preferred Stock 2,083 shares | | 67,302 | | |
| WSFS Financial Corporation | | Common and Preferred Stock 1,483 shares | | 67,239 | | |
| Fox Factory Holding Corporation | | Common and Preferred Stock 732 shares | | 66,780 | | |
| Coherus BioSciences Inc. | | Common and Preferred Stock 8,220 shares | | 65,102 | | |
| Albemarle Corporation | | Common and Preferred Stock 298 shares | | 64,624 | | |
| Sonos Inc. | | Common and Preferred Stock 3,759 shares | | 63,527 | | |
| Boston Properties Inc. | | Common and Preferred Stock 896 shares | | 60,552 | | |
| Mercury Systems Inc. | | Common and Preferred Stock 1,351 shares | | 60,444 | | |
| Designer Brands Inc. Class A | | Common and Preferred Stock 6,048 shares | | 59,149 | | |
| Heartland Express Inc. | | Common and Preferred Stock 3,678 shares | | 56,421 | | |
| Berkshire Hills Bancorp Inc. | | Common and Preferred Stock 1,723 shares | | 51,518 | | |
| CalAmp Corporation | | Common and Preferred Stock 10,489 shares | | 46,991 | | |
| PetIQ Inc. Class A | | Common and Preferred Stock 4,839 shares | | 44,616 | | |
| Stevanato Group S.p.A. | | Common and Preferred Stock 2,349 shares | | 42,212 | | |
| Adeia Inc. | | Common and Preferred Stock 4,022 shares | | 38,129 | | |
| iShares Russell 2000 ETF | | Mutual Fund 215 units | | 37,487 | | |
| Rogers Corporation | | Common and Preferred Stock 268 shares | | 31,983 | | |
| Sterling Check Corporation | | Common and Preferred Stock 2,014 shares | | 31,157 | | |
| Istar Inc. | | Common and Preferred Stock 3,418 shares | | 26,079 | | |
| Enhabit Inc. | | Common and Preferred Stock 1,160 shares | | 15,266 | | |
| eHealth Inc. | | Common and Preferred Stock 2,234 shares | | 10,813 | | |
| Safehold Inc. | | Common and Preferred Stock 261 shares | | 7,470 | | |
| Total U.S. Equity Active Asset Class | | | | | 109,563,201 | |
| | | | | | |
| U.S. Equity Index Asset Class: | | | | | |
| NT Collective Russell 3000 Index Fund / Non Lending* | | Collective Trust Fund 1,301,755 units | | 77,492,154 | | |
| Total U.S. Equity Index Asset Class | | | | | 77,492,154 | |
| | | | | | |
| International Equity Active Asset Class: | | | | | |
| Mawer International Equity Collective Investment Trust Class B* | | Collective Trust Fund 1,003,963 units | | 14,314,907 | | |
| Polaris Capital Management Collective Investment Trust International Value Collective Fund* | | Collective Trust Fund 1,420,400 units | | 14,170,766 | | |
| Reliance Trust Institutional Retirement Trust GQG Partners International Equity Fund Series 11 Class C* | | Collective Trust Fund 886,595 units | | 10,887,388 | | |
| Dodge & Cox International Fund* | | Mutual Fund 188,967 units | | 8,146,368 | | |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
| | | | | | | | | | | | | | | | | | | | |
| Identity of Issue | | Description of Investment | | Current Value |
| Wilmington Trust Collective Investment Trust / Jennison International Equity Opportunities CIT Class J* | | Collective Trust Fund 1,023,424 units | | 7,870,129 | | |
| NT Collective MSCI All Country World Index (ACWI) ex/US Index Fund / Non Lending* | | Collective Trust Fund 17,529 units | | 3,243,062 | | |
| Total International Equity Active Asset Class | | | | | 58,632,620 | |
| | | | | | |
| International Equity Index Asset Class: | | | | | |
| NT Collective MSCI All Country World Index (ACWI) ex/US Index Fund /Non Lending (Tier J)* | | Collective Trust Fund 128,332 units | | 21,674,049 | | |
| BlackRock FTSE RAFI Emerging Index Non Lendable Fund F | | Collective Trust Fund 1,675 units | | 8,859 | | |
| Total International Equity Index Asset Class | | | | | 21,682,908 | |
| | | | | | |
| Participant Self-Directed Accounts | | Various Investments | | 8,311,430 | | |
| | | | | | 8,311,430 | |
| | | | | | |
| Notes Receivable from Participants* | | Interest Rate 4.25% - 9.25% | | 15,315,527 | | |
| | | | | | 15,315,527 | |
| | | | | | |
| Other: | | | | | |
| Vanguard Federal Money Market | | Cash and Cash Equivalents 27,135 units | | 27,135 | | |
| NT Collective Short Term Investment Fund* | | Collective Trust Fund 526,957 units | | 1,368 | | |
| Total Other | | | | | 28,503 | |
| | | | | | |
| Grand Total | | | | | $ | 610,319,469 | |
| | | | | | | | | | | | | | |
| | | | |
| * Indicates party-in-interest | | | | |
THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED
INDEX TO EXHIBIT
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, 2023 | | | By: | | /s/ PETER H. GRIFFITH |
| | | | | | Peter H. Griffith |
| | | | | | Deputy Chairman and Chief Financial Officer |
| | | | | | Amgen Manufacturing, Limited |
