UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
(Mark One)
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| | ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
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| | ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-12477
THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED
State Road 31, Kilometer 24.6, Juncos, Puerto Rico 00777
(Full title and address of the plan)
AMGEN INC.
(Name of issuer of the securities held)
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| | |
| | | |
| One Amgen Center Drive, | | 91320-1799 |
| Thousand Oaks, California | | (Zip Code) |
| (Address of principal executive offices) | | |
The Retirement and Savings Plan for
Amgen Manufacturing, Limited
Audited Financial Statements
and Supplemental Schedule
Years Ended December 31, 2012 and 2011
Contents
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| Audited Financial Statements: | |
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| Supplemental Schedule: | |
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Report of Independent Registered Public Accounting Firm
Amgen Manufacturing, Limited, as Named Fiduciary, and the Plan Participants
of The Retirement and Savings Plan for Amgen Manufacturing, Limited
We have audited the accompanying statements of net assets available for benefits of The Retirement and Savings Plan for Amgen Manufacturing, Limited (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2012 and 2011, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan’s management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
San Juan, Puerto Rico
June 14, 2013
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statements of Net Assets Available for Benefits
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| | | | | | | | |
| | | December 31 |
| | | 2012 | | 2011 |
| Assets | | | | |
| Investments at fair value | | $ | 205,455,233 |
| | $ | 156,693,609 |
|
| Notes receivable from participants | | 14,324,229 |
| | 13,394,566 |
|
| Other – principally due from broker | | 192,076 |
| | 109,583 |
|
| Total assets | | 219,971,538 |
| | 170,197,758 |
|
| Liabilities | | | | |
| Other – principally due to broker | | 247,008 |
| | 174,543 |
|
| Net assets reflecting investments at fair value | | 219,724,530 |
| | 170,023,215 |
|
Adjustment from fair value to contract value for interest in collective
trust fund relating to fully benefit-responsive investment contracts | | (543,924 | ) | | (399,737 | ) |
| Net assets available for benefits | | $ | 219,180,606 |
| | $ | 169,623,478 |
|
See accompanying notes.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Statements of Changes in Net Assets Available for Benefits
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| | | | | | | | |
| | | Year Ended December 31 |
| | | 2012 | | 2011 |
| Additions to (deductions from) net assets: | | | | |
| Employer contributions | | $ | 13,701,968 |
| | $ | 12,333,886 |
|
| Participant contributions | | 10,398,675 |
| | 8,851,097 |
|
| Rollover contributions | | 218,758 |
| | 588,590 |
|
| Interest and dividend income | | 2,032,895 |
| | 1,259,757 |
|
| Net realized/unrealized gains | | 29,003,843 |
| | 383,876 |
|
| Interest income on notes receivable from participants | | 575,959 |
| | 575,157 |
|
| Benefits paid | | (6,043,477 | ) | | (6,032,006 | ) |
| Investment and administrative fees | | (331,493 | ) | | (326,938 | ) |
| Net increase | | 49,557,128 |
| | 17,633,419 |
|
| Net assets available for benefits at beginning of year | | 169,623,478 |
| | 151,990,059 |
|
| Net assets available for benefits at end of year | | $ | 219,180,606 |
| | $ | 169,623,478 |
|
See accompanying notes.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements
December 31, 2012
1. Description of the Plan
The following description of The Retirement and Savings Plan for Amgen Manufacturing, Limited (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan was established effective January 1, 2002, most recently amended and restated effective January 1, 2012, and subsequently amended, with the most recent amendment adopted December 1, 2012. The Plan is a defined contribution plan covering substantially all Puerto Rico resident employees of Amgen Manufacturing, Limited (the Company), a wholly owned subsidiary of Amgen Inc. (Amgen). The Plan, as amended and restated, is intended to qualify under Section 1081.01 of the New Puerto Rico Internal Revenue Code (the PR Code) (see Note 5, Income Tax Status) and section 407(d)(3)(A) of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Subject to certain limitations (as defined in the Plan), participants may elect to contribute up to 30% of their eligible compensation in pre-tax contributions and after-tax contributions or a combination of these types of contributions. A participant’s pre-tax contributions are subject to PR Code and Plan limitations and could not exceed $13,000 in 2012 and $10,000 in 2011. Participants may elect to contribute after-tax contributions beginning January 1 of the year following the year the participant was hired. Participant after-tax contributions are subject to PR Code and Plan limitations and could not exceed $1,500 in 2012 and 2011. Unless an employee has voluntarily enrolled in the Plan or has declined to participate in the Plan within the first 30 days of employment, all newly eligible participants are automatically enrolled in the Plan and contributions equal to 5% of their eligible compensation are withheld and contributed to the Plan as pre-tax contributions; such contributions are automatically increased by 1% per year until their contributions reach 10% of their eligible compensation. Participants may elect to adjust, cease or resume their contributions at any time.
Participants who are at least age 50 by the close of the Plan year may also elect to make certain additional pre-tax contributions, referred to as catch-up contributions, that are subject to PR Code and Plan limitations and could not exceed $1,500 in 2012 and $1,000 in 2011. Participants may also contribute pre-tax and after-tax amounts representing distributions from certain other retirement plans qualified in Puerto Rico, referred to as rollover contributions (as defined in the Plan).
Each pay period, the Company makes a non-elective contribution for all eligible participants, whether or not they have elected to make contributions to the Plan, equal to 4% of each participant’s eligible compensation up to a maximum of $10,000 in 2012 (Core Contributions). In addition, the Company makes a contribution equal to amounts contributed by the participant as pre-tax contributions, including catch-up contributions, of up to 5% of eligible compensation (Matching Contributions). Matching Contributions could not exceed $12,500 in 2012 and $11,000 in 2011.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
Participants select the investments in which their contributions, including their Core Contributions and Matching Contributions (collectively Company Contributions), are to be invested, electing among various alternatives, including Amgen Inc. common stock (Amgen stock). Participants may direct a maximum of 20% of contributions to be invested in Amgen stock. In addition, participants may transfer amounts among the investment options at any time, subject to certain limitations. Notwithstanding the foregoing, if 20% or more of the value of a participant’s Plan account is invested in Amgen stock, no transfers from other investment options can be made to invest in Amgen stock.
The accounts of participants who had never made an investment election are allocated to investments under a qualified default investment alternative which is intended to be compliant with ERISA regulations. At any time, participants may elect to alter the investments in their accounts made under a qualified default investment alternative.
Vesting
Participants who are or became eligible employees on or after January 1, 2007 are 100% vested with respect to their Company Contributions and earnings and losses (hereafter referred to as “earnings”) thereon. Participants who are not and do not become eligible employees on or after January 1, 2007 are subject to certain vesting conditions (as defined in the Plan) with regard to Company contributions and related earnings thereon. All participants are 100% vested with respect to their contributions and earnings thereon.
Participant Accounts
Each participant’s account is credited with: (a) the participant’s contributions, (b) an allocation of Company Contributions and (c) earnings. The benefit to which a participant is entitled is the benefit that can be provided from the vested portion of the participant’s account.
Plan Investments
Participants can invest in any of 14 different asset classes as well as Amgen stock or may actively manage their account under a self-directed brokerage arrangement in which a wider array of investment options are available. The value of an investment in an asset class is determined by its underlying investment vehicles which may include one or more of the following: mutual funds, collective trust funds and portfolios which are separately managed exclusively for the benefit of Plan participants and their beneficiaries (separately managed portfolios). The separately managed portfolios are primarily composed of investments in publicly traded common and preferred stocks. The asset classes are designed to provide participants with choices among a variety of investment objectives.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Payments of Benefits
Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan), death or retirement, a participant or the participant’s named beneficiary may elect to receive an amount equal to the value of his or her vested account balance in (a) a single payment in cash, (b) a single distribution in full shares of Amgen stock (with any fractional shares paid in cash), (c) a single distribution paid in a combination of cash and full shares of Amgen stock, or (d) a rollover distribution to an eligible retirement plan. If a participant dies before receiving the value of his or her vested account balance, the participant’s beneficiary may elect to receive the distribution of remaining funds from among the alternatives described above, subject to certain Plan limitations.
Subsequent to termination of employment, participants may also elect to maintain their vested account balance in the Plan, provided that their account balance is greater than $1,000.
Certain restrictions apply to withdrawals from the Plan while a participant continues to be employed by the Company.
Notes Receivable from Participants
Subject to certain restrictions, a participant can have up to two loans outstanding at any one time from his or her Plan account with a combined maximum loan amount which may not exceed the lesser of (a) 50% of the participant’s account balance or (b) $50,000 less certain adjustments, as applicable (as defined in the Plan). A participant’s loan is secured by his or her Plan account balance. Loans made prior to January 1, 2006 bear interest at fixed rates based on the average borrowing rates of certain major banks. Loans made on or after January 1, 2006 bear interest at fixed rates which, until changed by the Company, are based on the prime rate plus one percentage point as published in The Wall Street Journal determined as of the last day of the calendar quarter preceding origination or such other rate as may be required by law. Loans are generally payable in installments over periods ranging from one to five years, unless the loan is used to acquire a principal residence for which the term of the loan may be up to 20 years. Principal and interest payments are allocated to the participant’s account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. Upon termination, participants would receive distributions of their vested account balances.
Trustee
Banco Popular de Puerto Rico is the Plan’s trustee.
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Fair Value Measurement
The investments of the Plan are reported at fair value. Fair value is generally defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date (see Note 3, Fair Value Measurements).
Investment Income and Losses
Dividend income is recognized on the ex-dividend date and interest income is recorded on an accrual basis. Unrealized gains and losses on investments are measured by the change in the difference between the fair value and cost of the securities held at the beginning of the year (or date purchased if acquired during the Plan year) and the end of the year. Realized gains and losses from security transactions are recorded based on the weighted-average cost of securities sold.
Fully Benefit-Responsive Investment Contracts
The Plan holds units of collective trust funds that have investments in fully benefit-responsive investment contracts. Such contracts held directly or indirectly by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate qualified transactions related to these investments. The Statements of Net Assets Available for Benefits present these contracts at fair value with an adjustment to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.
Notes Receivable from Participants
Notes receivable from participants are carried at their unpaid balance plus accrued but unpaid interest, as applicable.
Due from/to Brokers
Purchases and sales of investments are recorded on a trade-date basis. Amounts due from brokers and due to brokers arise from unsettled sale and purchase transactions as of December 31, 2012 and 2011.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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 Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
The following fair value hierarchy table presents information about each major class/category of the Plan’s investments measured at fair value:
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| | | | | | | | | | | | | | | | |
| | | Fair value measurements at December 31, 2012 using |
| | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Amgen stock | | $ | 39,777,427 |
| | $ | — |
| | $ | — |
| | $ | 39,777,427 |
|
| Cash and cash equivalents | | 169,867 |
| | — |
| | — |
| | 169,867 |
|
| Common and preferred stocks: | | | | | | | | |
| Large cap growth | | 17,971,848 |
| | — |
| | — |
| | 17,971,848 |
|
| Large cap value | | 4,921,690 |
| | — |
| | — |
| | 4,921,690 |
|
| Small-mid cap growth | | 1,966,733 |
| | — |
| | — |
| | 1,966,733 |
|
| Small-mid cap value | | 15,271,526 |
| | 8,794 |
| | — |
| | 15,280,320 |
|
| Other | | 684,275 |
| | — |
| | — |
| | 684,275 |
|
| Mutual funds: | | | | | | | | |
| High yield debt | | 3,771,941 |
| | — |
| | — |
| | 3,771,941 |
|
| Inflation indexed debt | | 1,078,504 |
| | — |
| | — |
| | 1,078,504 |
|
| International growth | | 6,661,875 |
| | — |
| | — |
| | 6,661,875 |
|
| International value | | 10,242,760 |
| | — |
| | — |
| | 10,242,760 |
|
| Real estate investment trust index | | 4,999,478 |
| | — |
| | — |
| | 4,999,478 |
|
| Collective trust funds: | | | | | | | | |
| Capital preservation | | — |
| | 19,299,926 |
| | — |
| | 19,299,926 |
|
| Emerging markets equity | | — |
| | 6,276,475 |
| | — |
| | 6,276,475 |
|
| Fixed income | | — |
| | 11,388,372 |
| | — |
| | 11,388,372 |
|
| Inflation indexed debt | | — |
| | 87,961 |
| | — |
| | 87,961 |
|
| International growth | | — |
| | 2,834,318 |
| | — |
| | 2,834,318 |
|
| International value | | — |
| | 931,634 |
| | — |
| | 931,634 |
|
| Large cap growth | | — |
| | 821,472 |
| | — |
| | 821,472 |
|
| Large cap index | | — |
| | 41,487,995 |
| | — |
| | 41,487,995 |
|
| Large cap value | | — |
| | 231,842 |
| | — |
| | 231,842 |
|
| Short term investments | | — |
| | 3,617,535 |
| | — |
| | 3,617,535 |
|
| Small-mid cap growth | | — |
| | 112,439 |
| | — |
| | 112,439 |
|
| Small-mid cap index | | — |
| | 9,140,982 |
| | — |
| | 9,140,982 |
|
| Small-mid cap value | | — |
| | 1,697,564 |
| | — |
| | 1,697,564 |
|
| | | $ | 107,517,924 |
| | $ | 97,937,309 |
| | $ | — |
| | $ | 205,455,233 |
|
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
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| | | | | | | | | | | | | | | | |
| | | Fair value measurements at December 31, 2011 using |
| | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Amgen stock | | $ | 28,916,100 |
| | $ | — |
| | $ | — |
| | $ | 28,916,100 |
|
| Cash and cash equivalents | | 187,189 |
| | — |
| | — |
| | 187,189 |
|
| Common and preferred stocks: | | | | | | | | |
| Large cap growth | | 15,336,282 |
| | — |
| | — |
| | 15,336,282 |
|
| Large cap value | | 5,132,744 |
| | — |
| | — |
| | 5,132,744 |
|
| Small-mid cap growth | | 1,699,446 |
| | — |
| | — |
| | 1,699,446 |
|
| Small-mid cap value | | 12,569,986 |
| | 10,939 |
| | — |
| | 12,580,925 |
|
| Other | | 416,735 |
| | — |
| | — |
| | 416,735 |
|
| Mutual funds: | | | | | | | | |
| High yield debt | | 2,744,734 |
| | — |
| | — |
| | 2,744,734 |
|
| Inflation indexed debt | | 739,955 |
| | — |
| | — |
| | 739,955 |
|
| International growth | | 4,532,198 |
| | — |
| | — |
| | 4,532,198 |
|
| International value | | 5,922,320 |
| | — |
| | — |
| | 5,922,320 |
|
| Real estate investment trust index | | 4,111,878 |
| | — |
| | — |
| | 4,111,878 |
|
| Collective trust funds: | | | | | | | | |
| Capital preservation | | — |
| | 15,774,230 |
| | — |
| | 15,774,230 |
|
| Emerging markets equity | | — |
| | 4,838,408 |
| | — |
| | 4,838,408 |
|
| Fixed income | | — |
| | 7,869,660 |
| | — |
| | 7,869,660 |
|
| Inflation indexed debt | | — |
| | 82,026 |
| | — |
| | 82,026 |
|
| International growth | | — |
| | 2,178,094 |
| | — |
| | 2,178,094 |
|
| International value | | — |
| | 582,082 |
| | — |
| | 582,082 |
|
| Large cap growth | | — |
| | 995,649 |
| | — |
| | 995,649 |
|
| Large cap index | | — |
| | 31,166,960 |
| | — |
| | 31,166,960 |
|
| Large cap value | | — |
| | 555,005 |
| | — |
| | 555,005 |
|
| Short term investments | | — |
| | 2,871,691 |
| | — |
| | 2,871,691 |
|
| Small-mid cap growth | | — |
| | 109,485 |
| | — |
| | 109,485 |
|
| Small-mid cap index | | — |
| | 6,398,169 |
| | — |
| | 6,398,169 |
|
| Small-mid cap value | | — |
| | 951,644 |
| | — |
| | 951,644 |
|
| | | $ | 82,309,567 |
| | $ | 74,384,042 |
| | $ | — |
| | $ | 156,693,609 |
|
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
The fair value of common stocks (including Amgen stock), preferred stocks and mutual funds are valued using quoted market prices in active markets with no valuation adjustment.
Collective trust funds represent interests in pooled investment vehicles designed typically for collective investment of employee benefit trusts. The fair values of these investments are determined by reference to the net asset value per unit provided by the fund managers. The unit values are based on the fair values of the trusts’ underlying assets, which are principally equity and fixed income securities and short-term investments. The investment strategies of the Plan’s collective trust funds vary generally based on the investment objectives of the asset class of which they are a part. Such investment strategies include investments in fixed income securities and investments in equity securities in domestic and international markets for growth and value objectives as well as to replicate market indexes and to invest in emerging markets. The only redemption restriction with respect to these investments is on the Wells Fargo Stable Return Fund G, which requires a one-year notice to be given in the event of complete liquidation.
4. Investments
The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2012 and 2011 are as follows:
|
| | | | | | | | |
| | | December 31 |
| | | 2012 | | 2011 |
| Amgen stock | | $ | 39,777,427 |
| | $ | 28,916,100 |
|
| Blackrock Equity Index Fund F – Collective trust fund | | 37,505,088 |
| | 29,272,493 |
|
| Wells Fargo Stable Return Fund G – Collective trust fund | | 19,299,926 |
| | 15,774,230 |
|
During the years ended December 31, 2012 and 2011, net realized and unrealized gains on the Plan’s investments were as follows:
|
| | | | | | | | |
| | | Year Ended December 31 |
| | | 2012 | | 2011 |
| Amgen stock | | $ | 10,071,262 |
| | $ | 4,172,316 |
|
| Common and preferred stocks | | 6,252,359 |
| | (970,162 | ) |
| Mutual funds | | 3,215,869 |
| | (2,227,254 | ) |
| Collective trust funds | | 9,463,527 |
| | (559,606 | ) |
| Other | | 826 |
| | (31,418 | ) |
| | | $ | 29,003,843 |
| | $ | 383,876 |
|
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
5. Income Tax Status
The Plan received a determination letter from the Puerto Rico Treasury Department (PRTD) dated June 22, 2007 and with an effective date of January 1, 2006 stating that the Plan is qualified, in form, under Section 1165 of the Puerto Rico Internal Revenue Code of 1994, as amended (the 1994 PR Code) and therefore, the related trust forming part of the Plan is exempt from taxation. The 1994 PR Code was repealed and the PR Code was approved effective for taxable years starting after December 31, 2010. Several rules related to the qualification of pension plans were amended effective for taxable year 2011, and others effective for taxable year 2012. The provisions of the PR Code also require that the Plan be amended in order to comply with those requirements, and the deadline for compliance was extended by the PRTD to June 30, 2013. The PR Code also required that the Plan be submitted to the PRTD in order to obtain a new determination letter issued by the PRTD to maintain the Plan’s qualified status. The request of a new determination letter must be submitted to the PRTD upon the later of the last day to file the Company’s income tax return for taxable year 2012 or September 30, 2013.
For taxable year 2012, the Company believes the Plan was amended accordingly and operated in compliance with the applicable requirements of the PR Code, and therefore, believes that the Plan is qualified and the related trust is tax exempt. The Company will timely request a determination letter from the PRTD in order to comply with the rules provided by the PR Code.
Accounting principles generally accepted in the United States require the Company to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination. As of December 31, 2012, no uncertain tax positions have been taken or are expected to be taken, and no amounts related to uncertain tax positions have been recorded in the Plan’s financial statements. The Plan is subject to audits by the PRTD, however there are currently no audits for any periods in progress. The Company believes the Plan is no longer subject to PRTD examinations with respect to annual reports for years prior to 2008.
6. Services Provided by the Company
During 2012 and 2011, the Company has paid trustee fees and certain other administrative costs on behalf of the Plan.
7. Reconciliation of Financial Statements to Form 5500
The reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2012 and 2011 consisted of the following:
|
| | | | | | | | |
| | | December 31 |
| | | 2012 | | 2011 |
| Net assets available for benefits per the financial statements | | $ | 219,180,606 |
| | $ | 169,623,478 |
|
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts | | 543,924 |
| | 399,737 |
|
| Amounts allocated to withdrawing participants | | (3,361 | ) | | — |
|
| Deemed loans | | (153,549 | ) | | (87,938 | ) |
| Net assets per the Form 5500 | | $ | 219,567,620 |
| | $ | 169,935,277 |
|
The Retirement and Savings Plan for Amgen Manufacturing, Limited
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to Form 5500 (continued)
For the year ended December 31, 2012, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:
|
| | | | |
| | | Year Ended
December 31
2012 |
| Interest and dividend income | | $ | 2,032,895 |
|
| Net realized/unrealized gains | | 29,003,843 |
|
| Total net investment income per the financial statements | | 31,036,738 |
|
| Adjustment from fair value to contract value for interest in collective trust funds relating to fully benefit-responsive investment contracts: | | |
| Less prior year adjustment | | (399,737 | ) |
| Add current year adjustment | | 543,924 |
|
| Total net investment income per the Form 5500 | | $ | 31,180,925 |
|
For the year ended December 31, 2012, the following is a reconciliation of distributions per the financial statements to the Form 5500:
|
| | | | |
| | | Year Ended
December 31
2012 |
| Benefits paid | | $ | (6,043,477 | ) |
| Investment and administrative fees | | (331,493 | ) |
| Total distributions per the financial statements | | (6,374,970 | ) |
| Add prior year amounts allocated to withdrawing participants | | — |
|
| Less current year amounts allocated to withdrawing participants | | (3,361 | ) |
| Add prior year deemed loan balance | | 87,938 |
|
| Less current year deemed loan balance | | (153,549 | ) |
| Total distributions per the Form 5500 | | $ | (6,443,942 | ) |
Supplemental Schedule
The Retirement and Savings Plan for Amgen Manufacturing, Limited
EIN: 98-0210484 Plan: #001
December 31, 2012
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| | | | | | | |
| Amgen stock* |
| Employer Securities 461,455 shares |
|
|
| $ | 39,777,427 |
|
|
|
|
|
|
|
|
| Capital Preservation Asset Class: |
|
|
|
|
|
|
| Wells Fargo Stable Return Fund G* |
| Collective trust fund 375,000 units |
| $ | 19,299,926 |
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 1,484,763 units |
| 1,484,763 |
|
|
|
| Total Capital Preservation Asset Class |
|
|
|
| 20,784,689 |
|
|
|
|
|
|
|
|
|
| Emerging Markets Equity Asset Class: |
|
|
|
|
|
|
| JP Morgan Emerging Markets Equity Focus Fund* |
| Collective trust fund 328,470 units |
| 5,915,752 |
|
|
|
| Northern Trust Global Investments Collective Daily MSCI Emerging Markets Fund - Non Lending* |
| Collective trust fund 2,302 units |
| 360,723 |
|
|
| Total Emerging Markets Equity Asset Class |
|
|
|
|
| 6,276,475 |
|
|
|
|
|
|
|
|
|
| Fixed Income Asset Class: |
|
|
|
|
|
|
| JP Morgan Core Bond Fund* |
| Collective trust fund 625,980 units |
| 10,272,333 |
|
|
| Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund - Non Lending* |
| Collective trust fund 8,794 units |
| 1,116,039 |
|
|
| Total Fixed Income Asset Class |
|
|
|
|
| 11,388,372 |
|
|
|
|
|
|
|
|
|
| High Yield Asset Class: |
|
|
|
|
|
| Blackrock High Yield Bond Fund F |
| Mutual Fund 466,247 units |
| 3,771,941 |
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 411,219 units |
| 411,219 |
|
|
| Total High Yield Asset Class |
|
|
|
| 4,183,160 |
|
|
|
|
|
|
|
|
| Inflation Protection Asset Class: |
|
|
|
|
|
|
| Vanguard Inflation Protected Fund |
| Mutual Fund 37,789 units |
| 1,078,504 |
|
|
| Northern Trust Global Investments Collective Daily Tips Index Fund - Non Lending* |
| Collective trust fund 626 units |
| 87,961 |
|
|
| Total Inflation Protection Asset Class |
|
|
|
|
| 1,166,465 |
|
|
|
|
|
|
|
|
|
| International Growth Asset Class: |
|
|
|
|
|
| GE Institutional International Equity Fund |
| Mutual Fund 597,478 units |
| 6,661,875 |
|
|
| Artisan International Fund* |
| Collective trust fund 140,556 units |
| 2,306,521 |
|
|
| Northern Trust Global Investments Collective Daily EAFE Index Fund - Non Lending* |
| Collective trust fund 2,405 units |
| 527,797 |
|
|
|
| Cash |
| Cash and cash equivalents |
| 574 |
|
|
| Total International Growth Asset Class |
|
|
|
|
| 9,496,767 |
|
|
|
|
|
|
|
|
|
| International Value Asset Class: |
|
|
|
|
|
|
| Dodge & Cox International Fund |
| Mutual Fund 295,692 units |
| 10,242,760 |
|
|
| Northern Trust Global Investments Collective Daily EAFE Index Fund - Non Lending* |
| Collective trust fund 4,245 units |
| 931,634 |
|
|
| Total International Value Asset Class: |
|
|
|
|
| 11,174,394 |
|
|
|
|
|
|
|
|
|
| Large Cap Growth Asset Class: |
|
|
|
|
|
|
| Apple Inc. |
| Common and preferred stock 2,065 shares |
| 1,100,702 |
|
|
|
| Google Inc. Class A |
| Common and preferred stock 1,230 shares |
| 872,525 |
|
|
|
| Northern Trust Global Investments Collective Daily Russell 1000 Growth Index Fund - Non Lending* |
| Collective trust fund 4,428 units |
| 821,472 |
|
|
|
| Visa Inc. Class A |
| Common and preferred stock 4,680 shares |
| 709,394 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Amazon.com Inc. |
| Common and preferred stock 2,405 shares |
| 603,992 |
|
|
|
| Salesforce.com Inc. |
| Common and preferred stock 3,110 shares |
| 522,791 |
|
|
|
| Qualcomm Inc. |
| Common and preferred stock 8,063 shares |
| 500,067 |
|
|
|
| Allergan Inc. |
| Common and preferred stock 4,420 shares |
| 405,447 |
|
|
|
| priceline.com Inc. |
| Common and preferred stock 573 shares |
| 355,948 |
|
|
|
| Schlumberger Limited |
| Common and preferred stock 4,750 shares |
| 329,128 |
|
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 307,404 units |
| 307,404 |
|
|
|
| Intuitive Surgical, Inc. |
| Common and preferred stock 595 shares |
| 291,771 |
|
|
|
| Microsoft Corporation |
| Common and preferred stock 10,090 shares |
| 269,706 |
|
|
|
| Nike Inc. Class B |
| Common and preferred stock 5,060 shares |
| 261,096 |
|
|
|
| Coach Inc. |
| Common and preferred stock 4,595 shares |
| 255,069 |
|
|
|
| Alexion Pharmaceuticals Inc. |
| Common and preferred stock 2,705 shares |
| 253,756 |
|
|
|
| F5 Networks Inc. |
| Common and preferred stock 2,595 shares |
| 252,104 |
|
|
|
| Praxair Inc. |
| Common and preferred stock 2,300 shares |
| 251,735 |
|
|
|
| EMC Corporation |
| Common and preferred stock 9,280 shares |
| 234,784 |
|
|
|
| National Oilwell Varco, Inc. |
| Common and preferred stock 3,260 shares |
| 222,822 |
|
|
|
| Starbucks Corporation |
| Common and preferred stock 4,133 shares |
| 221,612 |
|
|
|
| International Business Machines Corporation |
| Common and preferred stock 1,152 shares |
| 220,666 |
|
|
|
| ASML Holding N. V. |
| Common and preferred stock 3,364 shares |
| 216,675 |
|
|
|
| Accenture PLC |
| Common and preferred stock 3,190 shares |
| 212,135 |
|
|
|
| Honeywell International Inc. |
| Common and preferred stock 3,050 shares |
| 193,583 |
|
|
|
| Chipotle Mexican Grill Inc. |
| Common and preferred stock 642 shares |
| 190,969 |
|
|
|
| CBS Corporation Class B |
| Common and preferred stock 4,900 shares |
| 186,446 |
|
|
|
| Cerner Corporation |
| Common and preferred stock 2,325 shares |
| 180,513 |
|
|
|
| Facebook Inc. |
| Common and preferred stock 6,475 shares |
| 172,429 |
|
|
|
| Philip Morris International Inc. |
| Common and preferred stock 2,020 shares |
| 168,953 |
|
|
|
| Walt Disney Company |
| Common and preferred stock 3,320 shares |
| 165,302 |
|
|
|
| eBay Inc. |
| Common and preferred stock 3,090 shares |
| 157,652 |
|
|
|
| Las Vegas Sands Corporation |
| Common and preferred stock 3,400 shares |
| 156,944 |
|
|
|
| Teradata Corporation |
| Common and preferred stock 2,490 shares |
| 154,106 |
|
|
|
| Regeneron Pharmaceuticals, Inc. |
| Common and preferred stock 900 shares |
| 153,963 |
|
|
|
| Citrix Systems, Inc. |
| Common and preferred stock 2,250 shares |
| 147,938 |
|
|
|
| Costco Wholesale Corporation |
| Common and preferred stock 1,470 shares |
| 145,192 |
|
|
|
| Red Hat Inc. |
| Common and preferred stock 2,740 shares |
| 145,110 |
|
|
|
| Cummins Inc. |
| Common and preferred stock 1,320 shares |
| 143,023 |
|
|
|
| IntercontinentalExchange, Inc. |
| Common and preferred stock 1,150 shares |
| 142,382 |
|
|
|
| FMC Technologies Inc. |
| Common and preferred stock 3,300 shares |
| 141,339 |
|
|
|
| Intuit Inc. |
| Common and preferred stock 2,340 shares |
| 139,230 |
|
|
|
| T Rowe Price Group Inc. |
| Common and preferred stock 2,080 shares |
| 135,470 |
|
|
|
| Ralph Lauren Corporation Class A |
| Common and preferred stock 900 shares |
| 134,928 |
|
|
|
| Precision Castparts Corporation |
| Common and preferred stock 710 shares |
| 134,488 |
|
|
|
| Home Depot Inc. |
| Common and preferred stock 2,170 shares |
| 134,215 |
|
|
|
| Mastercard, Inc. Class A |
| Common and preferred stock 270 shares |
| 132,646 |
|
|
|
| Comcast Corporation Class A |
| Common and preferred stock 3,540 shares |
| 132,325 |
|
|
|
| Anheuser-Busch InBev |
| Common and preferred stock 1,440 shares |
| 125,870 |
|
|
|
| Nordstrom, Inc. |
| Common and preferred stock 2,290 shares |
| 122,515 |
|
|
|
| Estee Lauder Companies Inc. Class A |
| Common and preferred stock 2,040 shares |
| 122,114 |
|
|
|
| American Tower Corporation |
| Common and preferred stock 1,540 shares |
| 118,996 |
|
|
|
| Gilead Sciences Inc. |
| Common and preferred stock 1,620 shares |
| 118,989 |
|
|
|
| Monsanto Company |
| Common and preferred stock 1,250 shares |
| 118,313 |
|
|
|
| McDonalds Corporation |
| Common and preferred stock 1,260 shares |
| 111,145 |
|
|
|
| Occidental Petroleum Corporation |
| Common and preferred stock 1,440 shares |
| 110,318 |
|
|
|
| Ametek Inc. |
| Common and preferred stock 2,827 shares |
| 106,210 |
|
|
|
| Whole Foods Market Inc. |
| Common and preferred stock 1,150 shares |
| 105,030 |
|
|
|
| Novo-Nordisk A/S |
| Common and preferred stock 640 shares |
| 104,454 |
|
|
|
| Southwestern Energy |
| Common and preferred stock 3,100 shares |
| 103,571 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Biomarin Pharmaceutical Inc. |
| Common and preferred stock 2,100 shares |
| 103,425 |
|
|
|
| JP Morgan Chase & Company* |
| Common and preferred stock 2,340 shares |
| 102,890 |
|
|
|
| Cameron International Corporation |
| Common and preferred stock 1,790 shares |
| 101,063 |
|
|
|
| Abbott Laboratories |
| Common and preferred stock 1,490 shares |
| 97,595 |
|
|
|
| Kansas City Southern |
| Common and preferred stock 1,100 shares |
| 91,828 |
|
|
|
| Johnson & Johnson |
| Common and preferred stock 1,290 shares |
| 90,429 |
|
|
|
| Anadarko Petroleum Corporation |
| Common and preferred stock 1,190 shares |
| 88,429 |
|
|
|
| Eaton Corporation PLC |
| Common and preferred stock 1,610 shares |
| 87,262 |
|
|
|
| Covidien PLC |
| Common and preferred stock 1,500 shares |
| 86,610 |
|
|
|
| SAP AG |
| Common and preferred stock 1,070 shares |
| 86,007 |
|
|
|
| Wells Fargo & Company* |
| Common and preferred stock 2,490 shares |
| 85,108 |
|
|
|
| CVS Caremark Corporation |
| Common and preferred stock 1,760 shares |
| 85,096 |
|
|
|
| Omnicom Group Inc. |
| Common and preferred stock 1,670 shares |
| 83,433 |
|
|
|
| VMware Inc. |
| Common and preferred stock 880 shares |
| 82,843 |
|
|
|
| Stryker Corporation |
| Common and preferred stock 1,510 shares |
| 82,778 |
|
|
|
| TJX Companies Inc. |
| Common and preferred stock 1,930 shares |
| 81,929 |
|
|
|
| Trimble Navigation, Limited |
| Common and preferred stock 1,370 shares |
| 81,899 |
|
|
|
| Cognizant Technology Solutions Corporation Class A |
| Common and preferred stock 1,100 shares |
| 81,455 |
|
|
|
| Paychex Inc. |
| Common and preferred stock 2,470 shares |
| 76,916 |
|
|
|
| Starwood Hotels & Resorts Worldwide Inc. |
| Common and preferred stock 1,340 shares |
| 76,862 |
|
|
|
| Coca-Cola Company |
| Common and preferred stock 2,039 shares |
| 73,914 |
|
|
|
| TIBCO Software, Inc. |
| Common and preferred stock 3,270 shares |
| 71,973 |
|
|
|
| Parker-Hannifin Corporation |
| Common and preferred stock 840 shares |
| 71,450 |
|
|
|
| Actavis Inc. |
| Common and preferred stock 820 shares |
| 70,520 |
|
|
|
| Chevron Corporation |
| Common and preferred stock 650 shares |
| 70,291 |
|
|
|
| United Technologies Corporation |
| Common and preferred stock 850 shares |
| 69,709 |
|
|
|
| Limited Brands |
| Common and preferred stock 1,480 shares |
| 69,649 |
|
|
|
| Michael Kors Holdings Limited |
| Common and preferred stock 1,350 shares |
| 68,891 |
|
|
|
| Northern Trust Corporation* |
| Common and preferred stock 1,370 shares |
| 68,719 |
|
|
|
| Fortinet Inc. |
| Common and preferred stock 3,260 shares |
| 68,688 |
|
|
|
| Agilent Technologies Inc. |
| Common and preferred stock 1,670 shares |
| 68,370 |
|
|
|
| Amphenol Corporation Class A |
| Common and preferred stock 1,050 shares |
| 67,935 |
|
|
|
| Mondelez International Inc. |
| Common and preferred stock 2,610 shares |
| 66,477 |
|
|
|
| Athenahealth Inc. |
| Common and preferred stock 900 shares |
| 66,105 |
|
|
|
| Church & Dwight Inc. |
| Common and preferred stock 1,230 shares |
| 65,891 |
|
|
|
| Genuine Parts Company |
| Common and preferred stock 1,030 shares |
| 65,487 |
|
|
|
| Medtronic Inc. |
| Common and preferred stock 1,590 shares |
| 65,222 |
|
|
|
| Catamaran Corporation |
| Common and preferred stock 1,330 shares |
| 62,656 |
|
|
|
| Ecolab, Inc. |
| Common and preferred stock 860 shares |
| 61,834 |
|
|
|
| Adobe Systems Inc. |
| Common and preferred stock 1,640 shares |
| 61,795 |
|
|
|
| Diageo Capital PLC |
| Common and preferred stock 520 shares |
| 60,622 |
|
|
|
| Dollar General Corporation |
| Common and preferred stock 1,370 shares |
| 60,403 |
|
|
|
| VF Corporation |
| Common and preferred stock 390 shares |
| 58,878 |
|
|
|
| Chicago Bridge & Iron Company |
| Common and preferred stock 1,260 shares |
| 58,401 |
|
|
|
| Verisk Analytics Inc. Class A |
| Common and preferred stock 1,130 shares |
| 57,630 |
|
|
|
| Bed Bath & Beyond Inc. |
| Common and preferred stock 1,029 shares |
| 57,531 |
|
|
|
| Cardinal Health Inc. |
| Common and preferred stock 1,390 shares |
| 57,240 |
|
|
|
| Harley-Davidson Motor Company |
| Common and preferred stock 1,170 shares |
| 57,143 |
|
|
|
| United Parcel Service Inc. Class B |
| Common and preferred stock 770 shares |
| 56,772 |
|
|
|
| Shire PLC |
| Common and preferred stock 610 shares |
| 56,230 |
|
|
|
| Joy Global Inc. |
| Common and preferred stock 880 shares |
| 56,126 |
|
|
|
| Paccar Inc. |
| Common and preferred stock 1,240 shares |
| 56,060 |
|
|
|
| Biogen Idec Inc. |
| Common and preferred stock 370 shares |
| 54,268 |
|
|
|
| Edwards Lifesciences Corporation |
| Common and preferred stock 600 shares |
| 54,102 |
|
|
|
| CF Industries Holdings, Inc. |
| Common and preferred stock 260 shares |
| 52,822 |
|
|
|
| Crown Castle International Corporation |
| Common and preferred stock 690 shares |
| 49,790 |
|
|
|
| Tractor Supply Company |
| Common and preferred stock 550 shares |
| 48,598 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Avago Technologies Limited |
| Common and preferred stock 1,500 shares |
| 47,490 |
|
|
|
| Illumina, Inc. |
| Common and preferred stock 840 shares |
| 46,696 |
|
|
|
| Halliburton Company |
| Common and preferred stock 1,310 shares |
| 45,444 |
|
|
|
| Ingersoll-Rand PLC |
| Common and preferred stock 940 shares |
| 45,082 |
|
|
|
| Oracle Corporation |
| Common and preferred stock 1,190 shares |
| 39,651 |
|
|
|
| Stericycle, Inc. |
| Common and preferred stock 360 shares |
| 33,577 |
|
|
|
| Cooper Companies Inc. |
| Common and preferred stock 290 shares |
| 26,819 |
|
|
|
| Discovery Communications Inc. |
| Common and preferred stock 70 shares |
| 4,444 |
|
|
|
| Total Large Cap Growth Asset Class: |
|
|
|
| 19,100,724 |
|
|
|
|
|
|
|
|
|
| Large Cap Index Asset Class: |
|
|
|
|
|
|
| Blackrock Equity Index Fund F* |
| Collective trust fund 1,565,974 units |
| 37,505,088 |
|
|
|
| Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund - Non Lending* |
| Collective trust fund 906 units |
| 3,982,907 |
|
|
|
| Total Large Cap Index Asset Class |
|
|
|
| 41,487,995 |
|
|
|
|
|
|
|
|
|
| Large Cap Value Asset Class: |
|
|
|
|
|
|
| Northern Trust Collective Russell 1000 Value Index Fund - Non Lending* |
| Collective trust fund 1,240 units |
| 231,842 |
|
|
|
| Exxon Mobil Corporation |
| Common and preferred stock 1,643 shares |
| 142,197 |
|
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 138,314 units |
| 138,314 |
|
|
|
| JP Morgan Chase & Company* |
| Common and preferred stock 3,111 shares |
| 136,791 |
|
|
|
| Chevron Corporation |
| Common and preferred stock 1,020 shares |
| 110,303 |
|
|
|
| Wells Fargo & Company* |
| Common and preferred stock 3,085 shares |
| 105,445 |
|
|
|
| Merck & Company Inc. |
| Common and preferred stock 2,569 shares |
| 105,175 |
|
|
|
| Pfizer Inc. |
| Common and preferred stock 3,924 shares |
| 98,414 |
|
|
|
| Comcast Corporation Class A |
| Common and preferred stock 2,495 shares |
| 93,263 |
|
|
|
| Citigroup, Inc. |
| Common and preferred stock 2,353 shares |
| 93,085 |
|
|
|
| General Electric Company |
| Common and preferred stock 4,331 shares |
| 90,908 |
|
|
|
| Noble Energy Inc. |
| Common and preferred stock 848 shares |
| 86,276 |
|
|
|
| Sanofi-Aventis |
| Common and preferred stock 1,799 shares |
| 85,237 |
|
|
|
| UnitedHealth Group Inc. |
| Common and preferred stock 1,530 shares |
| 82,987 |
|
|
|
| Hess Corporation LLC |
| Common and preferred stock 1,563 shares |
| 82,776 |
|
|
|
| State Street Corporation |
| Common and preferred stock 1,741 shares |
| 81,844 |
|
|
|
| Motorola Solutions Inc. |
| Common and preferred stock 1,429 shares |
| 79,567 |
|
|
|
| Ameriprise Financial Inc. |
| Common and preferred stock 1,253 shares |
| 78,475 |
|
|
|
| PepsiCo Inc. |
| Common and preferred stock 1,134 shares |
| 77,600 |
|
|
|
| Norfolk Southern Corporation |
| Common and preferred stock 1,246 shares |
| 77,053 |
|
|
|
| Edison International |
| Common and preferred stock 1,667 shares |
| 75,332 |
|
|
|
| PNC Financial Services Group |
| Common and preferred stock 1,287 shares |
| 75,045 |
|
|
|
| Discover Financial Services |
| Common and preferred stock 1,944 shares |
| 74,941 |
|
|
|
| Lowes Companies Inc. |
| Common and preferred stock 2,104 shares |
| 74,734 |
|
|
|
| MetLife Inc. |
| Common and preferred stock 2,250 shares |
| 74,115 |
|
|
|
| Northrop Grumman Corporation |
| Common and preferred stock 1,094 shares |
| 73,933 |
|
|
|
| Fifth Third Bancorp |
| Common and preferred stock 4,770 shares |
| 72,456 |
|
|
|
| Weyerhaeuser Company |
| Common and preferred stock 2,560 shares |
| 71,219 |
|
|
|
| Oracle Corporation |
| Common and preferred stock 2,137 shares |
| 71,205 |
|
|
|
| AT&T Inc. |
| Common and preferred stock 2,104 shares |
| 70,926 |
|
|
|
| Procter & Gamble Company |
| Common and preferred stock 1,029 shares |
| 69,859 |
|
|
|
| Liberty Interactive Corporation |
| Common and preferred stock 3,464 shares |
| 68,172 |
|
|
|
| Schlumberger Limited |
| Common and preferred stock 983 shares |
| 68,112 |
|
|
|
| Honeywell International Inc. |
| Common and preferred stock 1,065 shares |
| 67,596 |
|
|
|
| Dover Corporation |
| Common and preferred stock 1,014 shares |
| 66,630 |
|
|
|
| Unilever N. V. |
| Common and preferred stock 1,735 shares |
| 66,451 |
|
|
|
| Covidien PLC |
| Common and preferred stock 1,136 shares |
| 65,593 |
|
|
|
| Eaton Corporation PLC |
| Common and preferred stock 1,208 shares |
| 65,474 |
|
|
|
| Vodafone Group PLC |
| Common and preferred stock 2,533 shares |
| 63,806 |
|
|
|
| Firstenergy Corporation |
| Common and preferred stock 1,527 shares |
| 63,768 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Unum Group |
| Common and preferred stock 3,056 shares |
| 63,626 |
|
|
|
| Travelers Companies Inc. |
| Common and preferred stock 875 shares |
| 62,843 |
|
|
|
| Texas Instruments Inc. |
| Common and preferred stock 2,021 shares |
| 62,530 |
|
|
|
| Coca-Cola Enterprises Inc. |
| Common and preferred stock 1,968 shares |
| 62,445 |
|
|
|
| Bristol-Myers Squibb Company |
| Common and preferred stock 1,900 shares |
| 61,921 |
|
|
|
| CVS Caremark Corporation |
| Common and preferred stock 1,277 shares |
| 61,743 |
|
|
|
| Viacom Inc. Class B |
| Common and preferred stock 1,156 shares |
| 60,967 |
|
|
|
| Bank of America Corporation* |
| Common and preferred stock 5,242 shares |
| 60,807 |
|
|
|
| Target Corporation |
| Common and preferred stock 1,026 shares |
| 60,708 |
|
|
|
| EOG Resources Inc. |
| Common and preferred stock 489 shares |
| 59,066 |
|
|
|
| Forest Laboratories Inc. |
| Common and preferred stock 1,598 shares |
| 56,441 |
|
|
|
| General Motors Company |
| Common and preferred stock 1,947 shares |
| 56,132 |
|
|
|
| E. I. du Pont de Nemours & Company |
| Common and preferred stock 1,233 shares |
| 55,448 |
|
|
|
| Omnicom Group Inc. |
| Common and preferred stock 1,098 shares |
| 54,856 |
|
|
|
| Stanley Black & Decker Inc. |
| Common and preferred stock 738 shares |
| 54,590 |
|
|
|
| Transocean Limited |
| Common and preferred stock 1,206 shares |
| 53,848 |
|
|
|
| Calpine Corporation |
| Common and preferred stock 2,930 shares |
| 53,121 |
|
|
|
| Cisco Systems Inc. |
| Common and preferred stock 2,701 shares |
| 53,075 |
|
|
|
| Vulcan Materials Company |
| Common and preferred stock 1,016 shares |
| 52,883 |
|
|
|
| eBay Inc. |
| Common and preferred stock 1,033 shares |
| 52,704 |
|
|
|
| Centurytel Inc. |
| Common and preferred stock 1,343 shares |
| 52,538 |
|
|
|
| Baxter International Inc. |
| Common and preferred stock 773 shares |
| 51,528 |
|
|
|
| US Bancorp |
| Common and preferred stock 1,599 shares |
| 51,072 |
|
|
|
| Microsoft Corporation |
| Common and preferred stock 1,763 shares |
| 47,125 |
|
|
|
| HCA Holdings, Inc. |
| Common and preferred stock 1,512 shares |
| 45,617 |
|
|
|
| CBS Corporation Class B |
| Common and preferred stock 1,195 shares |
| 45,470 |
|
|
|
| Legg Mason Inc. |
| Common and preferred stock 1,704 shares |
| 43,827 |
|
|
|
| NRG Energy Inc. |
| Common and preferred stock 1,715 shares |
| 39,428 |
|
|
|
| Google Inc. Class A |
| Common and preferred stock 54 shares |
| 38,306 |
|
|
|
| Apple Inc. |
| Common and preferred stock 71 shares |
| 37,845 |
|
|
|
| SM Energy Company |
| Common and preferred stock 720 shares |
| 37,591 |
|
|
|
| Applied Materials Inc. |
| Common and preferred stock 3,160 shares |
| 36,150 |
|
|
|
| AOL Inc. |
| Common and preferred stock 1,169 shares |
| 34,614 |
|
|
|
| DIRECTV |
| Common and preferred stock 675 shares |
| 33,858 |
|
|
|
| Goodyear Tire & Rubber Company |
| Common and preferred stock 2,386 shares |
| 32,951 |
|
|
|
| | Consol Energy Inc. | | Common and preferred stock 849 shares | | 27,253 |
| |
| Total Large Cap Value Asset Class | | | | | 5,291,846 |
|
|
|
|
|
|
|
|
|
| Participant Self-Directed Accounts |
| Various Investments | | | 853,568 |
|
|
|
|
|
|
|
|
|
| Real Estate Investment Trust (REIT) Asset Class: |
|
|
|
|
|
|
| Vanguard Specialized Portfolios REIT Index Fund Institutional Class |
| Mutual Fund 346,464 units |
| 4,999,478 |
|
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 522,342 units |
| 522,342 |
|
|
|
| Total Real Estate Investment Trust (REIT) Asset Class |
|
|
|
| 5,521,820 |
|
|
|
|
|
|
|
|
|
| Small-Mid Cap Growth Asset Class: |
|
|
|
|
|
|
| Northern Trust Global Investment Russell 2000 Growth Index Fund - Non Lending* |
| Collective trust fund 666 units |
| 112,439 |
|
|
|
| B/E Aerospace Inc. |
| Common and preferred stock 1,000 shares |
| 49,398 |
|
|
|
| Affiliated Managers Group Inc. |
| Common and preferred stock 366 shares |
| 47,635 |
|
|
|
| Signature Bank of New York |
| Common and preferred stock 598 shares |
| 42,661 |
|
|
|
| Old Dominion Freight Line, Inc. |
| Common and preferred stock 1,196 shares |
| 40,999 |
|
|
|
| Trimble Navigation, Limited |
| Common and preferred stock 667 shares |
| 39,873 |
|
|
|
| PVH Corporation |
| Common and preferred stock 354 shares |
| 39,298 |
|
|
|
| Transdigm Group Inc. |
| Common and preferred stock 286 shares |
| 38,999 |
|
|
|
| Cooper Companies Inc. |
| Common and preferred stock 420 shares |
| 38,842 |
|
|
|
| Oasis Petroleum Inc. |
| Common and preferred stock 1,202 shares |
| 38,224 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Dick's Sporting Goods, Inc. |
| Common and preferred stock 810 shares |
| 36,847 |
|
|
|
| MWI Veterinary Supply, Inc. |
| Common and preferred stock 319 shares |
| 35,090 |
|
|
|
| Heartland Payment Systems, Inc. |
| Common and preferred stock 1,066 shares |
| 31,447 |
|
|
|
| Air Methods Corporation |
| Common and preferred stock 846 shares |
| 31,209 |
|
|
|
| IPG Photonics Corporation |
| Common and preferred stock 457 shares |
| 30,459 |
|
|
|
| Cadence Design Systems, Inc. |
| Common and preferred stock 2,238 shares |
| 30,235 |
|
|
|
| Portfolio Recovery Associates Inc. |
| Common and preferred stock 282 shares |
| 30,135 |
|
|
|
| Cyberonics Inc. |
| Common and preferred stock 566 shares |
| 29,732 |
|
|
|
| Ultimate Software Group Inc. |
| Common and preferred stock 307 shares |
| 28,984 |
|
|
|
| Brunswick Corporation |
| Common and preferred stock 978 shares |
| 28,450 |
|
|
|
| Polaris Industries Inc. |
| Common and preferred stock 334 shares |
| 28,106 |
|
|
|
| FEI Company |
| Common and preferred stock 505 shares |
| 28,007 |
|
|
|
| Oceaneering International, Inc. |
| Common and preferred stock 520 shares |
| 27,971 |
|
|
|
| Snyders-Lance Inc. |
| Common and preferred stock 1,151 shares |
| 27,751 |
|
|
|
| Commvault Systems Inc. |
| Common and preferred stock 395 shares |
| 27,535 |
|
|
|
| Gartner Inc. |
| Common and preferred stock 593 shares |
| 27,290 |
|
|
|
| ACI Worldwide Inc. |
| Common and preferred stock 609 shares |
| 26,607 |
|
|
|
| OpenTable Inc. |
| Common and preferred stock 537 shares |
| 26,206 |
|
|
|
| Extra Space Storage Inc. |
| Common and preferred stock 713 shares |
| 25,946 |
|
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 25,920 units |
| 25,920 |
|
|
|
| Lincoln Electric Holdings Inc. |
| Common and preferred stock 508 shares |
| 24,729 |
|
|
|
| Marketaxess Holdings, Inc. |
| Common and preferred stock 700 shares |
| 24,710 |
|
|
|
| United Rentals, Inc. |
| Common and preferred stock 542 shares |
| 24,672 |
|
|
|
| Tractor Supply Company |
| Common and preferred stock 278 shares |
| 24,564 |
|
|
|
| Wesco International Inc. |
| Common and preferred stock 362 shares |
| 24,410 |
|
|
|
| MICROS Systems Inc. |
| Common and preferred stock 574 shares |
| 24,361 |
|
|
|
| Ametek Inc. |
| Common and preferred stock 632 shares |
| 23,744 |
|
|
|
| FMC Corporation |
| Common and preferred stock 404 shares |
| 23,642 |
|
|
|
| Mettler-Toledo International Inc. |
| Common and preferred stock 122 shares |
| 23,583 |
|
|
|
| Airgas, Inc. |
| Common and preferred stock 258 shares |
| 23,553 |
|
|
|
| Wex Inc. |
| Common and preferred stock 309 shares |
| 23,289 |
|
|
|
| Toro Company |
| Common and preferred stock 539 shares |
| 23,166 |
|
|
|
| Pool Corporation |
| Common and preferred stock 541 shares |
| 22,895 |
|
|
|
| Cytec Industries |
| Common and preferred stock 330 shares |
| 22,714 |
|
|
|
| Koppers Holdings Inc. |
| Common and preferred stock 583 shares |
| 22,241 |
|
|
|
| Energy XXI (Bermuda), Limited |
| Common and preferred stock 669 shares |
| 21,535 |
|
|
|
| LKQ Corporation |
| Common and preferred stock 1,007 shares |
| 21,248 |
|
|
|
| Rosetta Resources, Inc. |
| Common and preferred stock 463 shares |
| 21,002 |
|
|
|
| Alaska Air Group Inc. |
| Common and preferred stock 487 shares |
| 20,985 |
|
|
|
| Petsmart Inc. |
| Common and preferred stock 304 shares |
| 20,775 |
|
|
|
| Team Health Holdings, Inc. |
| Common and preferred stock 720 shares |
| 20,714 |
|
|
|
| Cheesecake Factory Inc. |
| Common and preferred stock 633 shares |
| 20,712 |
|
|
|
| Elizabeth Arden Inc. |
| Common and preferred stock 456 shares |
| 20,525 |
|
|
|
| Ultratech, Inc. |
| Common and preferred stock 550 shares |
| 20,515 |
|
|
|
| Beacon Roofing Supply Inc. |
| Common and preferred stock 607 shares |
| 20,201 |
|
|
|
| Haynes International, Inc. |
| Common and preferred stock 388 shares |
| 20,126 |
|
|
|
| Perrigo Company |
| Common and preferred stock 193 shares |
| 20,078 |
|
|
|
| Roper Industries Inc. |
| Common and preferred stock 180 shares |
| 20,066 |
|
|
|
| Oil States International, Inc. |
| Common and preferred stock 261 shares |
| 18,672 |
|
|
|
| Under Armor Inc. Class A |
| Common and preferred stock 381 shares |
| 18,490 |
|
|
|
| Manhattan Associates, Inc. |
| Common and preferred stock 299 shares |
| 18,042 |
|
|
|
| Steven Madden Limited |
| Common and preferred stock 423 shares |
| 17,880 |
|
|
|
| IPC The Hospitalist Company, Inc. |
| Common and preferred stock 436 shares |
| 17,314 |
|
|
|
| Tenneco Inc. |
| Common and preferred stock 490 shares |
| 17,204 |
|
|
|
| HFF Inc. |
| Common and preferred stock 1,131 shares |
| 16,852 |
|
|
|
| OSI Systems, Inc. |
| Common and preferred stock 259 shares |
| 16,586 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Equifax Inc. |
| Common and preferred stock 306 shares |
| 16,561 |
|
|
|
| Netgear, Inc. |
| Common and preferred stock 402 shares |
| 15,847 |
|
|
|
| DSW, Inc. Class A |
| Common and preferred stock 241 shares |
| 15,831 |
|
|
|
| Costar Group Inc. |
| Common and preferred stock 172 shares |
| 15,372 |
|
|
|
| Mistras Group Inc. |
| Common and preferred stock 620 shares |
| 15,308 |
|
|
|
| Core Laboratories N.V. |
| Common and preferred stock 136 shares |
| 14,866 |
|
|
|
| Verisk Analytics Inc. Class A |
| Common and preferred stock 288 shares |
| 14,688 |
|
|
|
| Genesee, Inc. |
| Common and preferred stock 263 shares |
| 14,465 |
|
|
|
| Penske Automotive Group Inc. |
| Common and preferred stock 470 shares |
| 14,142 |
|
|
|
| Buffalo Wild Wings Inc. |
| Common and preferred stock 191 shares |
| 13,909 |
|
|
|
| TIBCO Software, Inc. |
| Common and preferred stock 621 shares |
| 13,668 |
|
|
|
| Jarden Corporation |
| Common and preferred stock 256 shares |
| 13,235 |
|
|
|
| Catamaran Corporation |
| Common and preferred stock 268 shares |
| 12,625 |
|
|
|
| DFC Global Corporation |
| Common and preferred stock 669 shares |
| 12,383 |
|
|
|
| GNC Holdings Inc. |
| Common and preferred stock 371 shares |
| 12,347 |
|
|
|
| Tangoe Inc. |
| Common and preferred stock 920 shares |
| 10,920 |
|
|
|
| Zillow Inc. |
| Common and preferred stock 391 shares |
| 10,850 |
|
|
|
| Insulet Corporation |
| Common and preferred stock 500 shares |
| 10,610 |
|
|
|
| Eagle Materials Inc. |
| Common and preferred stock 173 shares |
| 10,121 |
|
|
|
| Prestige Brands Holdings Inc. |
| Common and preferred stock 462 shares |
| 9,254 |
|
|
|
| Total Small-Mid Cap Growth Asset Class |
|
|
|
| 2,105,092 |
|
|
|
|
|
|
|
|
|
| Total Small-Mid Cap Index Asset Class: |
|
|
|
|
|
|
| Blackrock Extended Equity Market Fund F* |
| Collective trust fund 258,043 units |
| 8,492,182 |
|
|
|
| Northern Trust Collective Extended Equity Index Fund - Non Lending* |
| Collective trust fund 4,014 units |
| 648,800 |
|
|
|
| Total Small-Mid Cap Index Asset Class: |
|
|
|
| 9,140,982 |
|
|
|
|
|
|
|
|
|
| Small-Mid Cap Value Asset Class: |
|
|
|
|
|
|
| Northern Trust Global Investment Russell 2000 Value Index Fund - Non Lending* |
| Collective trust fund 10,102 units |
| 1,697,564 |
|
|
|
| Northern Trust Global Investments Collective Daily Short Term Investment Fund* |
| Collective trust fund 724,306 units |
| 724,306 |
|
|
|
| | CNO Financial Group Inc. | | Common and preferred stock 29,230 shares | | 272,716 |
| |
| Forestar Group Inc. |
| Common and preferred stock 14,950 shares |
| 259,076 |
|
|
|
| Valassis Communications Inc. |
| Common and preferred stock 9,800 shares |
| 252,644 |
|
|
|
| Bob Evans Farms Inc. |
| Common and preferred stock 6,000 shares |
| 241,200 |
|
|
|
| Elizabeth Arden Inc. |
| Common and preferred stock 5,350 shares |
| 240,804 |
|
|
|
| Cobalt International Energy Inc. |
| Common and preferred stock 8,700 shares |
| 213,672 |
|
|
|
| Unum Group |
| Common and preferred stock 9,900 shares |
| 206,118 |
|
|
|
| Griffon Corporation |
| Common and preferred stock 17,610 shares |
| 201,811 |
|
|
|
| NRG Energy Inc. |
| Common and preferred stock 8,700 shares |
| 200,013 |
|
|
|
| Coherent Inc. |
| Common and preferred stock 3,735 shares |
| 189,066 |
|
|
|
| TriMas Corporation |
| Common and preferred stock 6,750 shares |
| 188,730 |
|
|
|
| | Alterra Capital Holdings Inc. | | Common and preferred stock 6,630 shares | | 186,900 |
| |
| Sun Trust Banks Inc. |
| Common and preferred stock 6,500 shares |
| 184,275 |
|
|
|
| Con-Way Inc. |
| Common and preferred stock 6,500 shares |
| 180,830 |
|
|
|
| H & R Block Inc. |
| Common and preferred stock 9,500 shares |
| 176,415 |
|
|
|
| Interpublic Group Companies Inc. |
| Common and preferred stock 15,300 shares |
| 168,606 |
|
|
|
| Clearwater Paper Corporation |
| Common and preferred stock 4,300 shares |
| 168,388 |
|
|
|
| Hormel Foods Corporation |
| Common and preferred stock 5,210 shares |
| 162,604 |
|
|
|
| Regions Financial Corporation |
| Common and preferred stock 22,500 shares |
| 160,200 |
|
|
|
| Teradyne Inc. |
| Common and preferred stock 9,350 shares |
| 157,922 |
|
|
|
| Manpower Inc. |
| Common and preferred stock 3,700 shares |
| 157,028 |
|
|
|
| Arris Group Inc. |
| Common and preferred stock 10,500 shares |
| 156,870 |
|
|
|
| Libbey Inc. |
| Common and preferred stock 7,970 shares |
| 154,220 |
|
|
|
| Orbital Sciences Corporation |
| Common and preferred stock 10,975 shares |
| 151,126 |
|
|
|
| AuRico Gold Inc. |
| Common and preferred stock 18,444 shares |
| 150,872 |
|
|
|
| | Western Alliance Bancorporation | | Common and preferred stock 14,150 shares | | 148,999 |
| |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Goodyear Tire & Rubber Company |
| Common and preferred stock 10,700 shares |
| 147,767 |
|
|
|
| Texas Capital Bancshares Inc. |
| Common and preferred stock 3,150 shares |
| 141,183 |
|
|
|
| Harman International Industries, Inc. |
| Common and preferred stock 3,050 shares |
| 136,152 |
|
|
|
| Magna International Inc. Class A |
| Common and preferred stock 2,700 shares |
| 135,054 |
|
|
|
| MDC Partners Inc. Class A |
| Common and preferred stock 11,720 shares |
| 132,436 |
|
|
|
| PartnerRe Limited |
| Common and preferred stock 1,625 shares |
| 130,796 |
|
|
|
| Keycorp |
| Common and preferred stock 15,500 shares |
| 130,510 |
|
|
|
| Carrizo Oil & Gas Inc. |
| Common and preferred stock 6,150 shares |
| 128,658 |
|
|
|
| Kennedy-Wilson Holdings Inc. |
| Common and preferred stock 9,130 shares |
| 127,637 |
|
|
|
| Denbury Resources Inc. |
| Common and preferred stock 7,800 shares |
| 126,360 |
|
|
|
| Omnicare Inc. |
| Common and preferred stock 3,500 shares |
| 126,350 |
|
|
|
| Treehouse Foods Inc. |
| Common and preferred stock 2,405 shares |
| 125,373 |
|
|
|
| ON Semiconductor Corporation |
| Common and preferred stock 16,800 shares |
| 118,440 |
|
|
|
| Guess?, Inc. |
| Common and preferred stock 4,670 shares |
| 114,602 |
|
|
|
| Deltic Timber Corporation |
| Common and preferred stock 1,610 shares |
| 113,698 |
|
|
|
| Allstate Corporation |
| Common and preferred stock 2,800 shares |
| 112,476 |
|
|
|
| Ocwen Financial Corporation |
| Common and preferred stock 3,240 shares |
| 112,072 |
|
|
|
| Orkla A/S |
| Common and preferred stock 12,800 shares |
| 112,000 |
|
|
|
| Scorpio Tankers Inc. |
| Common and preferred stock 15,550 shares |
| 110,561 |
|
|
|
| MKS Instruments |
| Common and preferred stock 4,250 shares |
| 109,565 |
|
|
|
| Inter Parfums Inc. |
| Common and preferred stock 5,500 shares |
| 107,030 |
|
|
|
| Inverness Medical Innovations Inc. |
| Common and preferred stock 5,700 shares |
| 105,450 |
|
|
|
| Exar Corporation |
| Common and preferred stock 11,600 shares |
| 103,240 |
|
|
|
| Meadowbrook Insurance Group Inc. |
| Common and preferred stock 17,820 shares |
| 103,000 |
|
|
|
| PHH Corporation |
| Common and preferred stock 4,500 shares |
| 102,375 |
|
|
|
| Schawk, Inc. Class A |
| Common and preferred stock 7,600 shares |
| 100,016 |
|
|
|
| Arrow Electronics Inc. |
| Common and preferred stock 2,600 shares |
| 99,008 |
|
|
|
| Axis Capital Holdings Limited |
| Common and preferred stock 2,850 shares |
| 98,724 |
|
|
|
| Vertex Pharmaceuticals, Inc. |
| Common and preferred stock 2,340 shares |
| 98,140 |
|
|
|
| Reinsurance Group of America Inc. |
| Common and preferred stock 1,775 shares |
| 94,998 |
|
|
|
| Avnet Inc. |
| Common and preferred stock 3,100 shares |
| 94,891 |
|
|
|
| Lifepoint Hospitals Inc. |
| Common and preferred stock 2,500 shares |
| 94,375 |
|
|
|
| Maiden Holdings Limited |
| Common and preferred stock 10,190 shares |
| 93,646 |
|
|
|
| Chiquita Brands International Inc. |
| Common and preferred stock 11,350 shares |
| 93,638 |
|
|
|
| Willis Group Holdings |
| Common and preferred stock 2,750 shares |
| 92,208 |
|
|
|
| Campus Crest Communities Inc. |
| Common and preferred stock 7,390 shares |
| 90,601 |
|
|
|
| Kosmos Energy Limited |
| Common and preferred stock 7,300 shares |
| 90,155 |
|
|
|
| Tutor Perini Corporation |
| Common and preferred stock 6,560 shares |
| 89,872 |
|
|
|
| Tyson Foods Inc. Class A |
| Common and preferred stock 4,600 shares |
| 89,240 |
|
|
|
| Huntington Ingalls Industries, Inc. |
| Common and preferred stock 2,000 shares |
| 86,680 |
|
|
|
| PMC-Sierra, Inc. |
| Common and preferred stock 16,425 shares |
| 85,574 |
|
|
|
| Ciber Inc. |
| Common and preferred stock 25,500 shares |
| 85,170 |
|
|
|
| TMS International Corporation Class A |
| Common and preferred stock 6,730 shares |
| 84,260 |
|
|
|
| Aetna Inc. |
| Common and preferred stock 1,800 shares |
| 83,340 |
|
|
|
| FBR Capital Markets Corporation |
| Common and preferred stock 21,340 shares |
| 82,586 |
|
|
|
| Albany International Corporation Class A |
| Common and preferred stock 3,560 shares |
| 80,741 |
|
|
|
| Ingram Micro Inc. Class A |
| Common and preferred stock 4,700 shares |
| 79,524 |
|
|
|
| Nelnet Inc. Class A |
| Common and preferred stock 2,610 shares |
| 77,752 |
|
|
|
| First Horizon National Corporation |
| Common and preferred stock 7,759 shares |
| 76,892 |
|
|
|
| | PrivateBancorp, Inc. | | Common and preferred stock 5,010 shares | | 76,753 |
| |
| FTI Consulting Inc. |
| Common and preferred stock 2,300 shares |
| 75,900 |
|
|
|
| Lear Corporation |
| Common and preferred stock 1,600 shares |
| 74,944 |
|
|
|
| PPL Corporation |
| Common and preferred stock 2,600 shares |
| 74,438 |
|
|
|
| Alliant Techsystems Inc. |
| Common and preferred stock 1,200 shares |
| 74,352 |
|
|
|
| Diamondback Energy Inc. |
| Common and preferred stock 3,810 shares |
| 72,847 |
|
|
|
| Delphi Automotive PLC |
| Common and preferred stock 1,900 shares |
| 72,675 |
|
|
|
| Stone Energy Corporation |
| Common and preferred stock 3,500 shares |
| 71,820 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| GSE Holding Inc. |
| Common and preferred stock 11,560 shares |
| 71,672 |
|
|
|
| ICF International, Inc. |
| Common and preferred stock 3,050 shares |
| 71,492 |
|
|
|
| Embraer SA |
| Common and preferred stock 2,500 shares |
| 71,275 |
|
|
|
| Middleby Corporation |
| Common and preferred stock 550 shares |
| 70,516 |
|
|
|
| Public Service Enterprise Group Inc. |
| Common and preferred stock 2,300 shares |
| 70,380 |
|
|
|
| Aurizon Mines Limited |
| Common and preferred stock 20,200 shares |
| 70,296 |
|
|
|
| Brinks Company |
| Common and preferred stock 2,390 shares |
| 68,187 |
|
|
|
| Saba Software, Inc. |
| Common and preferred stock 7,690 shares |
| 67,211 |
|
|
|
| FXCM Inc. |
| Common and preferred stock 6,640 shares |
| 66,865 |
|
|
|
| TE Connectivity Limited |
| Common and preferred stock 1,800 shares |
| 66,816 |
|
|
|
| American Equity Investment Life Holding Company |
| Common and preferred stock 5,450 shares |
| 66,545 |
|
|
|
| Southwest Airlines Company |
| Common and preferred stock 6,300 shares |
| 64,512 |
|
|
|
| Spirit Airlines, Inc. |
| Common and preferred stock 3,630 shares |
| 64,324 |
|
|
|
| ACCO Brands Corporation |
| Common and preferred stock 8,530 shares |
| 62,610 |
|
|
|
| Digi International Inc. |
| Common and preferred stock 6,590 shares |
| 62,407 |
|
|
|
| WSFS Financial Corporation |
| Common and preferred stock 1,470 shares |
| 62,108 |
|
|
|
| Zions Bancorp |
| Common and preferred stock 2,900 shares |
| 62,060 |
|
|
|
| Viewpoint Financial Group Inc. |
| Common and preferred stock 2,960 shares |
| 61,982 |
|
|
|
| Invacare Corporation |
| Common and preferred stock 3,800 shares |
| 61,940 |
|
|
|
| Central Pacific Financial Corporation |
| Common and preferred stock 3,830 shares |
| 59,710 |
|
|
|
| Schweitzer-Mauduit International Inc. |
| Common and preferred stock 1,500 shares |
| 58,545 |
|
|
|
| Great Plains Energy Inc. |
| Common and preferred stock 2,800 shares |
| 56,868 |
|
|
|
| EPL Oil & Gas, Inc. |
| Common and preferred stock 2,480 shares |
| 55,924 |
|
|
|
| Lexington Realty Trust |
| Common and preferred stock 5,340 shares |
| 55,803 |
|
|
|
| Starwood Property Trust Inc. |
| Common and preferred stock 2,390 shares |
| 54,874 |
|
|
|
| Nationstar Mortgage Holdings Inc. |
| Common and preferred stock 1,760 shares |
| 54,525 |
|
|
|
| Mistras Group Inc. |
| Common and preferred stock 2,200 shares |
| 54,318 |
|
|
|
| ABM Industries, Inc. |
| Common and preferred stock 2,720 shares |
| 54,264 |
|
|
|
| Wesco International Inc. |
| Common and preferred stock 800 shares |
| 53,944 |
|
|
|
| J.C. Penney Company Inc. |
| Common and preferred stock 2,700 shares |
| 53,217 |
|
|
|
| Global Power Equipment Group Inc. |
| Common and preferred stock 3,100 shares |
| 53,165 |
|
|
|
| FEI Company |
| Common and preferred stock 955 shares |
| 52,964 |
|
|
|
| Northwest Bancshares Inc. |
| Common and preferred stock 4,300 shares |
| 52,202 |
|
|
|
| Wabash National Corporation |
| Common and preferred stock 5,790 shares |
| 51,936 |
|
|
|
| Geo Group Inc. |
| Common and preferred stock 1,770 shares |
| 49,914 |
|
|
|
| Best Buy Inc. |
| Common and preferred stock 4,200 shares |
| 49,770 |
|
|
|
| Allied World Assurance Company Holdings |
| Common and preferred stock 610 shares |
| 48,068 |
|
|
|
| Marvell Technology Group Limited |
| Common and preferred stock 6,600 shares |
| 47,916 |
|
|
|
| Orion Marine Group, Inc. |
| Common and preferred stock 6,510 shares |
| 47,588 |
|
|
|
| Validus Holding Limited |
| Common and preferred stock 1,370 shares |
| 47,375 |
|
|
|
| Molson Coors Brewing Company Class B |
| Common and preferred stock 1,100 shares |
| 47,069 |
|
|
|
| Home Loan Servicing Solutions |
| Common and preferred stock 2,450 shares |
| 46,305 |
|
|
|
| Highwoods Properties Inc. |
| Common and preferred stock 1,370 shares |
| 45,827 |
|
|
|
| Northwestern Corporation |
| Common and preferred stock 1,280 shares |
| 44,454 |
|
|
|
| Casual Male Retail Group Inc. |
| Common and preferred stock 10,570 shares |
| 44,394 |
|
|
|
| Symmetry Medical, Inc. |
| Common and preferred stock 4,160 shares |
| 43,763 |
|
|
|
| Navigant Consulting, Inc. |
| Common and preferred stock 3,900 shares |
| 43,524 |
|
|
|
| First Midwest Bancorp Inc. |
| Common and preferred stock 3,460 shares |
| 43,319 |
|
|
|
| Symantec Corporation |
| Common and preferred stock 2,200 shares |
| 41,382 |
|
|
|
| Portland General Electric Company |
| Common and preferred stock 1,510 shares |
| 41,314 |
|
|
|
| Two Harbors Investment Corporation |
| Common and preferred stock 3,700 shares |
| 40,996 |
|
|
|
| Piedmont Natural Gas Inc. |
| Common and preferred stock 1,300 shares |
| 40,703 |
|
|
|
| Comerica Inc. |
| Common and preferred stock 1,300 shares |
| 39,442 |
|
|
|
| Synovus Financial Corporation |
| Common and preferred stock 15,900 shares |
| 38,955 |
|
|
|
| Empire District Electronic Company |
| Common and preferred stock 1,910 shares |
| 38,926 |
|
|
|
| Staples Inc. |
| Common and preferred stock 3,400 shares |
| 38,760 |
|
|
|
| Mack-Cali Realty Corporation REIT |
| Common and preferred stock 1,470 shares |
| 38,382 |
|
|
|
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| Bravo Brio Restaurant Group Inc. |
| Common and preferred stock 2,830 shares |
| 38,007 |
|
|
|
| Homestreet Inc. |
| Common and preferred stock 1,470 shares |
| 37,559 |
|
|
|
| Cadiz, Inc. |
| Common and preferred stock 4,710 shares |
| 37,303 |
|
|
|
| UIL Corporation |
| Common and preferred stock 1,040 shares |
| 37,242 |
|
|
|
| Newpark Resources Inc. |
| Common and preferred stock 4,730 shares |
| 37,131 |
|
|
|
| THL Credit Inc. |
| Common and preferred stock 2,510 shares |
| 37,123 |
|
|
|
| Plantronics Inc. |
| Common and preferred stock 930 shares |
| 34,289 |
|
|
|
| Diodes Inc. |
| Common and preferred stock 1,960 shares |
| 34,006 |
|
|
|
| Omniamerican Bancorp, Inc. |
| Common and preferred stock 1,470 shares |
| 34,001 |
|
|
|
| Air Transport Services Group Inc. |
| Common and preferred stock 8,400 shares |
| 33,684 |
|
|
|
| Providence Service Corporation |
| Common and preferred stock 1,970 shares |
| 33,470 |
|
|
|
| The Jones Group, Inc. |
| Common and preferred stock 3,010 shares |
| 33,291 |
|
|
|
| Stealthgas Inc. |
| Common and preferred stock 3,930 shares |
| 31,165 |
|
|
|
| Government Properties Income Trust |
| Common and preferred stock 1,290 shares |
| 30,921 |
|
|
|
| Blount International Inc. |
| Common and preferred stock 1,900 shares |
| 30,058 |
|
|
|
| Flow International Corporation |
| Common and preferred stock 8,580 shares |
| 30,030 |
|
|
|
| SCBT Financial Corporation |
| Common and preferred stock 740 shares |
| 29,733 |
|
|
|
| Carmike Cinemas Inc. |
| Common and preferred stock 1,940 shares |
| 29,100 |
|
|
|
| DeVry Inc. |
| Common and preferred stock 1,200 shares |
| 28,476 |
|
|
|
| Ignite Restaurant Group Inc. |
| Common and preferred stock 2,120 shares |
| 27,560 |
|
|
|
| Computer Task Group Inc. |
| Common and preferred stock 1,510 shares |
| 27,527 |
|
|
|
| Columbus McKinnon Corporation |
| Common and preferred stock 1,660 shares |
| 27,423 |
|
|
|
| Safeway Inc. |
| Common and preferred stock 1,500 shares |
| 27,135 |
|
|
|
| Paccar Inc. |
| Common and preferred stock 600 shares |
| 27,126 |
|
|
|
| Nexen Inc. |
| Common and preferred stock 1,000 shares |
| 26,940 |
|
|
|
| CA Inc. |
| Common and preferred stock 1,200 shares |
| 26,376 |
|
|
|
| Alaska Air Group Inc. |
| Common and preferred stock 600 shares |
| 25,854 |
|
|
|
| Torchmark Corporation |
| Common and preferred stock 500 shares |
| 25,835 |
|
|
|
| Accuray Inc. |
| Common and preferred stock 4,010 shares |
| 25,784 |
|
|
|
| Northern Trust Corporation* |
| Common and preferred stock 500 shares |
| 25,080 |
|
|
|
| XL Group PLC |
| Common and preferred stock 1,000 shares |
| 25,060 |
|
|
|
| Horsehead Holding Corporation |
| Common and preferred stock 2,410 shares |
| 24,606 |
|
|
|
| Swift Transportation Company Class A |
| Common and preferred stock 2,670 shares |
| 24,350 |
|
|
|
| Americas Car-Mart Inc. |
| Common and preferred stock 600 shares |
| 24,312 |
|
|
|
| CYS Investments Inc. |
| Common and preferred stock 2,050 shares |
| 24,211 |
|
|
|
| Alpha Natural Resources Inc. |
| Common and preferred stock 2,410 shares |
| 23,473 |
|
|
|
| Quest Diagnostics Inc. |
| Common and preferred stock 400 shares |
| 23,308 |
|
|
|
| Citigroup, Inc. |
| Common and preferred stock 600 shares |
| 23,184 |
|
|
|
| Globe Specialty Metals Inc. |
| Common and preferred stock 1,680 shares |
| 23,100 |
|
|
|
| Global Indemnity PLC |
| Common and preferred stock 1,040 shares |
| 23,015 |
|
|
|
| Seachange International Inc. |
| Common and preferred stock 2,350 shares |
| 22,725 |
|
|
|
| Edison International |
| Common and preferred stock 500 shares |
| 22,595 |
|
|
|
| Geo Group Inc. |
| Common and preferred stock 800 shares |
| 22,560 |
|
|
|
| Boston Private Financial Holdings Inc. |
| Common and preferred stock 2,310 shares |
| 20,813 |
|
|
|
| Medical Action Industries Inc. |
| Common and preferred stock 7,450 shares |
| 20,041 |
|
|
|
| United Financial Bancorp Inc. |
| Common and preferred stock 1,250 shares |
| 19,650 |
|
|
|
| | Aegean Marine Petroleum Network Inc. | | Common and preferred stock 3,660 shares | | 19,325 |
| |
| | Heckmann Corporation | | Common and preferred stock 4,480 shares | | 18,054 |
| |
| | Comverse Inc. | | Common and preferred stock 600 shares | | 17,118 |
| |
| | Home Bancshares Inc. | | Common and preferred stock 490 shares | | 16,180 |
| |
| | Trinity Biotech PLC | | Common and preferred stock 1,120 shares | | 16,150 |
| |
| | Health Management Association Inc. | | Common and preferred stock 1,700 shares | | 15,844 |
| |
| | Graftech International Limited | | Common and preferred stock 1,500 shares | | 14,085 |
| |
| | American Capital Mortgage Investment Corporation | | Common and preferred stock 590 shares | | 13,906 |
| |
| | Approach Resources Inc. | | Common and preferred stock 550 shares | | 13,756 |
| |
| | Wet Seal Inc. Class A | | Common and preferred stock 4,820 shares | | 13,303 |
| |
| | Dynegy Inc. | | Common and preferred stock 650 shares | | 12,435 |
| |
Schedule H, line 4i – Schedule of Assets (Held at End of Year) (continued)
|
| | | | | | | | | | |
| | Identity of Issue | | Description of Investment | | Current Value |
| | RTI International Metals Inc. | | Common and preferred stock 430 shares | | 11,851 |
| |
| | Rand Logistics Inc. | | Common and preferred stock 1,600 shares | | 10,400 |
| |
| | Super Value Inc. | | Common and preferred stock 3,900 shares | | 9,633 |
| |
| | Liqtech International Inc. | | Common and preferred stock 7,770 shares | | 7,848 |
| |
| | Great American Group Inc. | | Common and preferred stock 6,310 shares | | 947 |
| |
| Total Small-Mid Cap Value Asset Class: | | | | | 17,702,190 |
|
| | | | | | | |
| Notes Receivable from Participants* | | Interest rates 4.25% - 12.66% | | | 14,324,229 |
|
| | | | | | | |
| Other | Northern Trust Global Investments Collective Daily Short Term Investment Fund* | | Collective trust fund 3,267 units | | | 3,267 |
|
| | | | | | | $ | 219,779,462 |
|
| | | | | | | |
|
| | | | |
| | | | | |
| * Indicates party-in-interest | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | | | | |
| | | | | The Retirement and Savings Plan for Amgen Manufacturing, Limited (Name of Plan) |
| | | | | | | |
| Date: | June 14, 2013 | | | By: | | /s/ JONATHAN M. PEACOCK |
| | | | | | | Jonathan M. Peacock |
| | | | | | | Executive Vice President and Chief Financial Officer Amgen Manufacturing, Limited |
THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED
INDEX TO EXHIBIT
|
| | |
| Consent of Independent Registered Public Accounting Firm | | Exhibit 23.1 |
