UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission File Number 0-12406
IMMUNEX CORPORATION
PROFIT SHARING 401(k) PLAN AND TRUST
(Full title of the plan)
IMMUNEX CORPORATION
(Exact name of registrant as specified in its charter)
51 University Street
Seattle, WA 98101
(Address of principal executive offices)
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Financial Statements and Supplemental Schedule
As of December 31, 2000 and 1999 and for the Year Ended December 31, 2000
Contents
Report of Independent Auditors........................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.......................... 2
Statement of Changes in Net Assets Available for Benefits................ 3
Notes to Financial Statements............................................ 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)........... 11
Report of Independent Auditors
The Administrative Committee
Immunex Corporation
Profit Sharing 401(k) Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Immunex Corporation Profit Sharing 401(k) Plan and Trust as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. 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 auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
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, 2000 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule 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
Seattle, Washington
May 18, 2001
1
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Statements of Net Assets Available for Benefits
December 31
2000 1999
----------------------------
Assets
Investments, at fair value:
Interest-bearing cash $ - $ 4,384,373
Mutual funds 79,959,078 65,785,263
Immunex Corporation common stock 16,976,431 15,263,862
Participant loans 780,523 822,106
----------------------------
Total investments 97,716,032 86,255,604
Contribution receivables:
Employer - 79,513
Participants - 170,147
----------------------------
Total contribution receivables - 249,660
----------------------------
Net assets available for benefits $97,716,032 $86,505,264
============================
See accompanying notes.
2
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
Additions
Investment income:
Net depreciation in fair value of investments $(5,726,980)
Dividends and interest income 7,351,788
-----------
1,624,808
Contributions:
Participants 9,253,005
Employer 3,464,585
-----------
12,717,590
-----------
Total additions 14,342,398
Deductions
Benefits paid directly to participants 3,121,322
Administrative expenses 10,308
-----------
3,131,630
-----------
Net increase 11,210,768
Net assets available for benefits:
Beginning of year 86,505,264
-----------
End of year $97,716,032
===========
See accompanying notes.
3
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Notes to Financial Statements
December 31, 2000
1. Description of the Plan
The following description of the Immunex Corporation Profit Sharing 401(k) Plan
and Trust (the Plan) provides only general information. Participants should
refer to the Plan document for a complete description of the Plan's provisions.
General
The Plan was established on January 1, 1987 to encourage long-term savings by
employees and to supplement retirement income. The Plan is a defined
contribution profit-sharing plan. Eligible employees who are regularly scheduled
to work at least 20 hours per week and who are not temporary employees, summer
interns, independent contractors, leased employees, or employees subject to a
collective bargaining agreement that does not provide for participation in the
Plan, can enroll in the Plan as of the January 1 or July 1 (each, an Entry Date)
coinciding with or next following the date on which they become eligible.
Eligible employees who are regularly scheduled to work less than 20 hours per
week, or are temporary employees, can enroll in the Plan as of the Entry Date
coinciding with or next following the date on which they complete one year of
service or attain the age of 21, whichever is later. However, temporary
employees hired prior to November 1, 1999 and who are regularly scheduled to
work at least 20 hours per week, can enroll in the Plan as of the Entry Date
coinciding with or next following the six-month anniversary of the date on which
they became eligible.
Contributions
Each year participants may contribute up to 15% of their pre-tax annual
compensation through payroll deductions to the Plan, up to the calendar year
limit imposed by the Internal Revenue Service. Participants may also contribute
to the Plan amounts previously contributed to another qualified plan.
The Company matches 100% on the first 2% of deferrals and 50% on the next 4% of
deferrals for employees with less than five years of service. Participants are
eligible to share in the Company's matching contributions as of January 1 or
July 1, coincident with or immediately following their enrollment date.
Employees with five or more years of service receive a Company match of 100% on
the first 2% of deferrals and 75% on the next 4% of deferrals. Additional
amounts may be contributed at the option of the Company's Board of Directors,
but they shall not exceed the maximum amount allowable to be taken as a tax
deduction by the Company.
Participants direct the investment of all contributions into one or more of
eleven investment options offered by the Plan, including mutual funds and
Immunex Corporation common stock.
4
1. Description of the Plan (continued)
Participant Accounts
Each participant's account is credited with the participant's contribution, the
matching employer contribution, and an allocation of Plan earnings and is
charged with an allocation of administrative expenses. Allocations are based on
participant account balances, as defined in the Plan document. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participant contributions and actual earnings thereon are immediately 100%
vested. Employer contributions vest at the rate of 20% per year of service
commencing with the first year of service.
Payment of Benefits
Distributions to terminated participants of vested account balances are made in
cash as soon as practicable upon request after termination. Employees
participating in the Immunex Corporation Common Stock Fund may elect to receive
their vested portion in the Immunex Corporation Common Stock Fund in cash or
stock when distributed. Participants or their beneficiaries are eligible for
distribution of 100% of their vested account balances, including both
participant and employer contributions, as soon as practicable after their
normal or postponed retirement dates, at death, or at total disability, as
defined by the Plan document. The nonvested portion of account balances is
subject to forfeiture. Forfeitures are used to reduce future employer
contributions to the Plan. There were no forfeitures netted against the employer
contribution receivable at December 31, 2000 and 1999.
Hardship Withdrawals
Hardship withdrawals are permitted by the Plan in accordance with Section 401(k)
of the Internal Revenue Code, or IRC, with the approval of the Plan
administrator.
Participant Loans
Participants may borrow a minimum of $1,000 up to a maximum of the lesser of
$50,000 or 50% of their vested account balances from the Plan. Such loans are
secured by participants' account balances, and participants are allowed to have
two open loans at a time. Loan terms may not
5
1. Description of the Plan (continued)
exceed five years unless the loan is used to acquire a principal residence, in
which case the loan term may not exceed ten years. Interest is accrued at the
Prime rate of interest plus two percentage points. Principal and interest are
repaid through periodic payroll deductions made quarterly or more frequently.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts, including the portion
related to employer contributions and earnings thereon.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Related-Party Transactions
The Immunex Corporation Common Stock Fund invests in the common stock of Immunex
Corporation. It is an equity investment alternative with a growth objective that
allows the participant to invest in and own common stock of Immunex Corporation.
Immunex Corporation is the Plan Sponsor as defined by the Plan document, and,
therefore, these transactions also qualify as party-in-interest. Purchases and
sales of Immunex Corporation's common stock at quoted market values were
$1,723,421 and $3,338,800, respectively, during the year ended December 31,
2000.
6
2. Summary of Accounting Policies (continued)
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. The mutual funds are valued at
quoted market prices, which represent the net asset values of shares held by the
Plan at year-end.
Immunex Corporation's common stock is traded on a national securities exchange
and is valued at the last reported sales price on the last business day of the
Plan year.
Participant loans, which consist of the principal balance of loans outstanding
to the Plan participants, are valued at their outstanding balance, which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-
dividend rate.
3. Investments
The Plan's investments were held in a trust by Bank of New York Western Trust
Company (the former Trustee) from January 1, 1999 to October 1, 2000. Effective
October 1, 2000, all investments were transferred to Security Trust Company (the
new Trustee).
Investments that represent 5% or more of fair value of the Plan's net assets at
December 31 are as follows:
2000 1999
---------------------------
Immunex Corporation Common Stock Fund $16,976,431 $15,263,862
US Trust Capital Preservation Fund 5,044,593 -
EuroPacific Growth Fund 10,468,748 10,008,410
Dodge & Cox Balanced Fund 5,590,162 4,599,799
Fidelity Growth and Income Fund 27,829,903 28,327,521
Rainier Small/Mid Cap Equity Fund 13,980,997 11,313,712
Vanguard Index 500 Portfolio Fund 10,244,181 7,967,825
Bank of New York Hamilton Premier Shares
Money Market Fund - 4,384,373
7
3. Investments (continued)
During 2000, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
Net
Appreciation
(Depreciation)
in Fair
Value of Fair Value
Investments at Year-End
----------------------------
Mutual funds $(8,677,560) $79,959,078
Common stock - Immunex Corporation 2,950,580 16,976,431
----------------------------
(5,726,980) 96,935,509
Investments at estimated fair value -
participant loans - 780,523
----------------------------
$(5,726,980) $97,716,032
============================
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2000 1999
----------------------------
Net assets available for benefits per the
financial statements $97,716,032 $86,505,264
Less: Amounts allocated to withdrawn participants (100,396) (421,367)
----------------------------
Net assets available for benefits per the Form 5500 $97,615,636 $86,083,897
============================
8
4. Differences Between Financial Statements and Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2000:
Benefits paid to participants per the financial statements $3,121,322
Add: Amounts allocated on the Form 5500 to withdrawn
participants at December 31, 2000 100,396
Less: Amounts allocated on the Form 5500 to withdrawn
participants at December 31, 1999 (421,367)
----------
Benefits paid to participants per the Form 5500 $2,800,351
==========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not paid.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 30, 1995, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Subsequent to this issuance of the determination letter,
the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan, as amended, is
qualified and the related trust is tax exempt.
In 1999, the Plan Sponsor became aware of certain operational issues that, if
not corrected, could affect the tax-qualified status of the Plan and its related
trust. The Plan Sponsor took corrective action in 1999 and applied for a
Voluntary Compliance Review with the IRS. No response has been received, but the
Plan Sponsor expects a favorable resolution.
9
Supplemental Schedule
10
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
EIN: 51-0346580, PN: 001
December 31, 2000
(c)
Description of
Investment Including
(b) Maturity Date, Rate of (e)
Identity of Issue, Borrower, Interest, Par, or (d) Current
(a) or Similar Party Maturity Value Cost Value
- ---------------------------------------------------------------------------------------------------------------
Common stock:
* Immunex Corporation Common Stock
Fund 443,307 units ** $16,976,431
Mutual funds:
Growth Fund of America 20,131 units ** 545,154
Franklin Small Cap Growth "A" Fund 9,412 units ** 370,190
US Trust Capital Preservation Fund 142,870 units ** 5,044,593
EuroPacific Growth Fund 333,931 units ** 10,468,748
Dodge & Cox Balanced Fund 88,145 units ** 5,590,162
Fidelity Growth and Income Fund 661,043 units ** 27,829,903
PIMCO Total Return Fund 318,165 units ** 3,305,733
Rainier Small/Mid Capital Equity Fund 584,490 units ** 13,980,997
Vanguard Index 500 Portfolio Fund 84,065 units ** 10,244,181
Vanguard Windsor II Fund 94,831 units ** 2,579,417
-----------
Total mutual funds 79,959,078
* Participant loans Interest rates range
from 8% to 12%, - 780,523
maturity through 2010
-----------
$97,716,032
===========
* Indicates party-in-interest to the Plan.
** Cost information was omitted from this schedule because all investments are
participant directed.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
administrator has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Immunex Corporation Profit Sharing 401(k) Plan and
Trust
Date: June 28, 2001 /s/ Michael Mumford
--------------------------------------------------
Michael Mumford
Vice President, Business & Alliance Management
Date: June 26, 2001 /s/ Phil Laub
--------------------------------------------------
Phil Laub
Vice President, Human Resources
Date: June 25, 2001 /s/ Michael Cameron
--------------------------------------------------
Michael Cameron
Director of Finance and Assistant Treasurer
Immunex Corporation Profit Sharing 401(k) Plan and Trust
Exhibit Index
23.1 Consent of Ernst & Young LLP, Independent Auditors