Edgar Filing: AMGEN INC

2014 U.S. Plan 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

(Mark One)



	ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014



	¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-12477

AMGEN RETIREMENT AND SAVINGS PLAN

(Full title of the plan)

AMGEN INC.

(Name of issuer of the securities held)




One Amgen Center Drive,		91320-1799
Thousand Oaks, California		(Zip Code)
(Address of principal executive offices)

Amgen Retirement and Savings Plan

Audited Financial Statements

and Supplemental Schedules

Years Ended December 31, 2014 and 2013

Contents




Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2014 and 2013	2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2014 and 2013	3
Notes to Financial Statements	4

Supplemental Schedules:
Schedule of Assets (Held at End of Year)	18
Schedule of Assets (Acquired and Disposed of Within Year)	49
Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible	50

Signatures	51
Exhibits	52

Report of Independent Registered Public Accounting Firm

Amgen Inc., as Named Fiduciary, and the Plan Participants of the

Amgen Retirement and Savings Plan

We have audited the accompanying statements of net assets available for benefits of the Amgen Retirement and Savings Plan (the Plan) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

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

/s/ ERNST & YOUNG LLP

Los Angeles, California

June 15, 2015

Amgen Retirement and Savings Plan

Statements of Net Assets Available for Benefits



	December 31
	2014			2013
Assets
Investments at fair value	$	4,195,077,057		$	3,884,239,811
Notes receivable from participants	39,160,420			43,082,571
Other, including due from broker	4,968,103			6,416,714
Total assets	4,239,205,580			3,933,739,096
Liabilities
Other, including due to broker	8,653,815			5,217,083
Total liabilities	8,653,815			5,217,083
Net assets reflecting investments at fair value	4,230,551,765			3,928,522,013
Adjustment from fair value to contract value for interests in fully benefit-responsive investment contracts	(3,402,352		)	(1,891,753		)
Net assets available for benefits	$	4,227,149,413		$	3,926,630,260

See accompanying notes.

Amgen Retirement and Savings Plan

Statements of Changes in Net Assets Available for Benefits



	Year Ended December 31
	2014			2013
Additions to (deductions from) net assets:
Employer contributions	$	170,868,925		$	159,024,379
Participant contributions	149,332,516			138,170,411
Rollover contributions	27,474,246			14,298,798
Interest and dividend income	45,071,566			40,042,545
Net realized/unrealized gains	294,177,163			680,294,916
Interest income on notes receivable from participants	1,735,158			1,780,035
Benefits paid	(378,615,295		)	(223,992,574		)
Investment and administrative fees	(9,525,126		)	(8,206,499		)
Net increase	300,519,153			801,412,011
Net assets available for benefits at beginning of year	3,926,630,260			3,125,218,249
Net assets available for benefits at end of year	$	4,227,149,413		$	3,926,630,260

See accompanying notes.

Amgen Retirement and Savings Plan

Notes to Financial Statements

December 31, 2014

1. Description of the Plan

The following description of the Amgen Retirement and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan was established effective April 1, 1985 and was most recently amended and restated effective January 1, 2015. The Plan is a defined contribution plan covering substantially all domestic employees of Amgen Inc. (the Company or Amgen) and participating subsidiaries. The Plan, as amended, is intended to qualify under sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the Code) (see Note 5, Income Tax Status) and section 407(d)(3)(A) of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Subject to certain limitations (as defined in the Plan), participants may elect to contribute up to 30% of their eligible compensation in pre-tax contributions, Roth contributions (in accordance with the Code), after-tax contributions or a combination of these types of contributions. A participant’s combined pre-tax contributions and Roth contributions (exclusive of catch-up contributions discussed below) are subject to Internal Revenue Service (IRS) and Plan limits and could not exceed a maximum of $17,500 in 2014 and 2013. Participant after-tax contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,500 in 2014 and $8,000 in 2013. Unless an employee has voluntarily enrolled in the Plan or has declined to participate in the Plan within the first 30 days of employment, all newly eligible participants are automatically enrolled in the Plan and contributions equal to 5% of their eligible compensation are withheld and contributed to the Plan as pre-tax contributions; such contributions are automatically increased by 1% per year until their contributions reach 10% of their eligible compensation. Participants may elect to adjust, cease or resume their contributions at any time.

Participants who are at least age 50 by the close of the Plan year may also elect to make certain additional contributions, referred to as catch-up contributions, that are subject to IRS and Plan limitations and could not exceed $5,500 in 2014 and 2013. Catch-up contributions may be made as pre-tax contributions, Roth contributions or a combination of these types of contributions. Participants may also contribute pre-tax, Roth and after-tax amounts representing distributions from certain other retirement plans qualified in the United States or certain individual retirement accounts (IRAs), referred to as rollover contributions (as defined in the Plan).

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Contributions (continued)

Each pay period, the Company makes a non-elective contribution for all eligible participants, whether or not they have elected to make contributions to the Plan, equal to 5% of each participant’s eligible compensation (Core Contributions) up to a maximum of $13,000 in 2014 and $12,750 in 2013. In addition, the Company makes a contribution equal to amounts contributed by the participant as pre-tax contributions or Roth contributions, including such contributions designated as catch-up contributions, of up to 5% of eligible compensation (Matching Contributions) up to a maximum of $13,000 in 2014 and $12,750 in 2013.

Also, the Company can, in its discretion, make a special non-elective contribution on behalf of a participant who is in his or her initial year of employment with the Company and who could not make the maximum participant contribution permitted under the Plan because in the same Plan year he or she previously made pre-tax salary deferrals under a prior unrelated employer’s qualified plan.

Participants select the investments in which their contributions, including their Core Contributions and Matching Contributions (collectively, Company Contributions), are to be invested, electing among various alternatives, including Amgen Inc. common stock (Amgen stock). Participants may direct a maximum of 20% of contributions to be invested in Amgen stock. In addition, participants may transfer amounts among the investment options at any time, subject to certain limitations. Notwithstanding the foregoing, if 20% or more of the value of a participant’s Plan account is invested in Amgen stock, no transfers from other investment options can be made to invest in Amgen stock.

The accounts of participants who had never made an investment election are allocated to investments under a qualified default investment alternative which is intended to be compliant with ERISA regulations. At any time participants may elect to alter the investments in their accounts made under a qualified default investment alternative.

Vesting

Participants are immediately vested with respect to their contributions, Company Contributions, and earnings and losses (hereafter referred to as “earnings”) thereon.

Participant Accounts

Each participant’s account is credited with: (a) the participant’s contributions, (b) an allocation of Company Contributions and (c) earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Plan Investments

Participants can invest in any of 16 different asset classes (14 asset classes prior to July 1, 2013) as well as Amgen stock or may actively manage their account under a self-directed brokerage arrangement in which a wider array of investment options are available. The value of an investment in an asset class is determined by its underlying investment vehicles which may include one or more of the following: mutual funds, collective trust funds and portfolios which are separately managed exclusively for the benefit of Plan participants and their beneficiaries (separately managed portfolios). The separately managed portfolios invest in various types of assets, including publicly traded common and preferred stocks, fixed income securities, collective trust funds and investment contracts. The asset classes are designed to provide participants with choices among a variety of investment objectives.

Payments of Benefits

Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan) or retirement, participants may elect to receive an amount equal to the entire value of their account balance in (a) a single payment in cash, (b) a single distribution in full shares of Amgen stock (with any fractional shares paid in cash), (c) a single distribution paid in a combination of cash and full shares of Amgen stock, (d) cash installments over 10 years, or (e) a rollover distribution to an eligible retirement plan. Effective January 1, 2015, a participant may also elect to receive a partial distribution of his or her account balance no more than once per year.

If a participant dies before receiving the value of his or her account balance, the participant’s beneficiary may elect to receive the distribution of remaining funds from among the alternatives described above, subject to certain Plan limitations.

Subsequent to termination of employment, participants may also elect to maintain their vested account balance in the Plan, provided that their account balance is greater than $1,000.

Certain restrictions apply to withdrawals from the Plan while a participant continues to be employed by the Company.

Amgen Stock Dividends

Participants that invest in Amgen stock may elect to receive distributions of cash with respect to dividends the Company pays on Amgen stock or reinvest such dividends to acquire additional shares of Amgen stock.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Notes Receivable from Participants

Subject to certain restrictions, a participant can have up to two loans outstanding at any one time from his or her Plan account with a combined maximum loan amount which may not exceed the lesser of (a) 50% of the participant’s account balance (exclusive of amounts related to Roth contributions and earnings thereon) or (b) $50,000 less certain adjustments, as applicable (as defined in the Plan). A participant’s loan is secured by his or her Plan account balance. Loans made prior to July 1, 2003 bear interest at fixed rates based on the average borrowing rates of certain major banks. Loans made on or after July 1, 2003 bear interest at fixed rates which, until changed by the Company, are based on the prime rate plus one percentage point as published in The Wall Street Journal determined as of the last day of the calendar quarter preceding origination or such other rate as may be required by law. Loans are generally payable in installments over periods of up to five years, unless the loan is used to acquire a principal residence for which the term of the loan may be up to 20 years. Principal and interest payments are allocated to the participant’s account.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. Upon termination, participants would receive distributions of their account balances.

Trustees

Bank of America, N.A. and The Northern Trust Company are the Plan’s co-trustees.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

Fair Value Measurement

The investments of the Plan are reported at fair value. Fair value is generally defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date (see Note 3, Fair Value Measurements).

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Investment Income and Losses

Dividend income is recognized on the ex-dividend date and interest income is recorded on an accrual basis. Unrealized gains and losses on investments are measured by the change in the difference between the fair value and cost of the securities held at the beginning of the year (or date purchased if acquired during the Plan year) and the end of the year. Realized gains and losses from security transactions are recorded based on the weighted-average cost of securities sold.

Fully Benefit-Responsive Investment Contracts

The Plan holds units of collective trust funds that have investments in fully benefit-responsive investment contracts. In addition, the Plan directly invests in such contracts in the form of security-backed contracts, discussed below. Such contracts held directly or indirectly by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate qualified transactions related to these investments. The Statements of Net Assets Available for Benefits present these contracts at fair value with an adjustment to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

As of December 31, 2014 and 2013, the Plan had three security-backed contracts which are fully benefit-responsive investment contracts, including wrapper contracts and an insurance separate account contract. These contracts are backed by the Plan’s ownership interests in collective trust funds that invest in fixed income securities and the separate accounts of the insurance company that issued the contract which are comprised of fixed income securities. As of December 31, 2014, the issuers of the security-backed contracts all had minimum credit ratings of A- or equivalent by Standard & Poor’s, Moody’s Investor Services, Inc. and A.M. Best Company. The issuers of the Plan’s security-backed contracts credit the Plan with stated rates of interest, and the issuers guarantee that all qualified participant withdrawals related to the contracts will be at contract value, except as discussed below. The crediting rates provide for realized and unrealized gains and losses on the underlying assets to be amortized over the expected duration of the underlying investments through adjustments to the future interest crediting rates rather than being reflected immediately in the net assets of the Plan. The interest crediting rates of the security-backed contracts are primarily based on the current yield to maturity of the underlying investments plus or minus amortization of the difference between the contract value and fair value of the underlying investments over the duration of such investments. Accordingly, future crediting rates are impacted by changes in the yield to maturity of underlying investments, the duration of the assets underlying the contract and the difference between the contract value and fair value of the underlying investments. The crediting rates are reset quarterly and are reduced by fees paid to the contract issuers. In no event are the crediting rates less than 0%.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Fully Benefit-Responsive Investment Contracts (continued)

To the extent that the underlying investments of security-backed contracts have unrealized and/or realized losses, a positive adjustment is made to the adjustment from fair value to contract value in the Statements of Net Assets Available for Benefits. As a result, the future crediting rate may be lower over time than the then-current market rates. Conversely, if the underlying investments generate unrealized and/or realized gains, a negative adjustment is made to the adjustment from fair value to contract value, and the future crediting rate may be higher over time than the then-current market rates.

The security-backed contracts provide for withdrawals at other than contract value associated with certain events which are not in the ordinary course of Plan operations. These withdrawals are made at contract value modified by a market value adjustment as defined in the contract. Circumstances which may trigger a market value adjustment are generally defined as any event which, in the reasonable determination of the issuer, has or will have a material adverse effect on the issuer’s interest under the contract. Such events may include, but are not limited to: (i) material amendments to the Plan’s structure or administration; (ii) changes in or the creation of competing investment options; (iii) complete or partial termination of the Plan; (iv) removal of a specifically identifiable group of employees from coverage under the Plan; (v) a change in law, regulation, ruling, administrative position, or accounting standard applicable to the Plan; or (vi) communication to Plan participants designed to influence a participant not to invest in the asset class that contains these contracts. The Company does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

These security-backed contracts are evergreen contracts with no maturity dates but do contain termination provisions. The issuer is obligated to pay the excess contract value when the fair value of the underlying investments equals zero. In addition, if the Plan defaults in its obligations under the security-backed contract and such default is not corrected within the time permitted by the contract, then the contract may be terminated by the issuer and the Plan will receive the fair value of the underlying investments as of the date of termination.

The yields earned by the Plan were 1.5% as of both December 31, 2014 and 2013, which represents the annualized earnings of all security-backed contracts divided by the fair value of all security-backed contracts in the Plan as of December 31, 2014 and 2013, respectively. The yields earned by the Plan with an adjustment to reflect the actual interest rates credited to participants were 1.6% and 1.5% as of December 31, 2014 and 2013, respectively, which represents the annualized earnings credited to participants divided by the fair value of all security-backed contracts as of December 31, 2014 and 2013, respectively.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Notes Receivable from Participants

Notes receivable from participants are carried at their unpaid balance plus accrued but unpaid interest, as applicable.

Due from/to Brokers

Purchases and sales of investments are recorded on a trade-date basis. Amounts due from brokers and due to brokers arise from unsettled sale and purchase transactions as of December 31, 2014 and 2013.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In May 2015, a new accounting standard was issued that will remove certain disclosure requirements, including categorization within the fair value hierarchy, for investments that are measured at fair value using the net asset value per share provided by the fund manager as a practical expedient, such as the Plan's investments in collective trust funds. This new standard will be effective beginning in 2016, and it is required to be adopted retrospectively, with early adoption permitted. Adoption of this new standard is not expected to have a material impact on the Plan's financial statements.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements

The Plan uses various valuation approaches in determining the fair value of investments within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the investment based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the investment and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the source of inputs as follows:

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical investments that the Plan has the ability to access;

Level 2 – Valuations for which all significant inputs are observable, either directly or indirectly, other than level 1 inputs;

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary among the various types of investments. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

The following fair value hierarchy table presents information about each major class/category of the Plan’s investments measured at fair value:



	Fair value measurements at December 31, 2014 using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Amgen stock	$	309,990,445	$	—	$	—	$	309,990,445
Cash and cash equivalents	48,323,389		—		—		48,323,389
Common and preferred stocks:
High yield fixed income	13,812		—		—		13,812
Large cap growth	376,870,527		—		—		376,870,527
Large cap value	244,935,716		—		—		244,935,716
Small-mid cap growth	60,992,614		—		—		60,992,614
Small-mid cap value	336,072,443		2,071,763		—		338,144,206
Other	223,631,561		—		—		223,631,561
Debt securities:
U.S. Treasury securities	36,890,567		—		—		36,890,567
U.S. government agency securities	—		48,342,791		—		48,342,791
Corporate debt securities	—		73,790,605		—		73,790,605
Mortgage and asset backed securities	—		21,297,259		—		21,297,259
Mutual funds:
Emerging markets equity	26,709,070		—		—		26,709,070
High yield fixed income	52,612,129		—		—		52,612,129
International growth	67,874,025		—		—		67,874,025
International value	108,099,713		—		—		108,099,713
Real estate investment trust index	113,604,394		—		—		113,604,394
Other	41,161,010		—		—		41,161,010
Collective trust funds:
Capital preservation	—		256,562,249		—		256,562,249
Emerging markets equity	—		61,099,957		—		61,099,957
Fixed income	—		154,695,944		—		154,695,944
Fixed income index	—		46,307,977		—		46,307,977
Inflation indexed debt	—		61,060,010		—		61,060,010
International growth	—		77,524,708		—		77,524,708
International index	—		85,554,926		—		85,554,926
International value	—		119,277,650		—		119,277,650
Large cap growth	—		28,845,053		—		28,845,053
Large cap index	—		689,607,489		—		689,607,489
Large cap value	—		10,539,014		—		10,539,014
Short term investments	—		69,176,407		—		69,176,407
Small-mid cap growth	—		3,277,903		—		3,277,903
Small-mid cap index	—		248,253,418		—		248,253,418
Small-mid cap value	—		33,044,822		—		33,044,822
Insurance separate account investment contract	—		56,619,659		—		56,619,659
Other	724		345,314		—		346,038
	$	2,047,782,139	$	2,147,294,918	$	—	$	4,195,077,057

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)



	Fair value measurements at December 31, 2013 using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Amgen stock	$	235,164,976	$	—	$	—	$	235,164,976
Cash and cash equivalents	35,752,823		—		—		35,752,823
Common and preferred stocks:
Large cap growth	365,454,861		—		—		365,454,861
Large cap value	183,804,249		—		—		183,804,249
Small-mid cap growth	64,832,135		—		—		64,832,135
Small-mid cap value	331,561,439		—		—		331,561,439
Other	198,175,723		—		—		198,175,723
Debt securities:
U.S. Treasury securities	22,441,702		—		—		22,441,702
U.S. government agency securities	—		39,432,230		—		39,432,230
Corporate debt securities	—		56,742,593		—		56,742,593
Mortgage and asset backed securities	—		21,959,027		—		21,959,027
Mutual funds:
Emerging markets equity	29,590,116		—		—		29,590,116
Fixed income	—		100,711,349		—		100,711,349
High yield debt	40,069,890		—		—		40,069,890
International growth	83,050,138		—		—		83,050,138
International value	135,879,636		—		—		135,879,636
Real estate investment trust index	83,398,699		—		—		83,398,699
Other	38,516,522		—		—		38,516,522
Collective trust funds:
Capital preservation	—		258,521,672		—		258,521,672
Emerging markets equity	—		66,232,369		—		66,232,369
Fixed income	—		16,644,981		—		16,644,981
Fixed income index	—		78,879,233		—		78,879,233
Inflation indexed debt	—		52,264,331		—		52,264,331
International growth	—		96,415,410		—		96,415,410
International index	—		32,206,905		—		32,206,905
International value	—		102,702,666		—		102,702,666
Large cap growth	—		28,976,044		—		28,976,044
Large cap index	—		661,941,029		—		661,941,029
Large cap value	—		10,217,037		—		10,217,037
Short term investments	—		65,789,976		—		65,789,976
Small-mid cap growth	—		6,067,659		—		6,067,659
Small-mid cap index	—		264,853,839		—		264,853,839
Small-mid cap value	—		20,664,470		—		20,664,470
Insurance separate account investment contract	—		55,077,818		—		55,077,818
Other	28,060		218,204		—		246,264
	$	1,847,720,969	$	2,036,518,842	$	—	$	3,884,239,811

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

The fair value of common stocks (including Amgen stock), preferred stocks, publicly traded mutual funds and U.S. treasury securities are valued using quoted market prices in active markets with no valuation adjustment.

Debt securities other than U.S. treasury securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and, when applicable, prepayment/default projections based on historical data and other observable inputs.

The fair values of mutual funds that are not publicly traded are determined by reference to the net asset value per unit provided by the fund managers based on the fair values of the funds' underlying assets, which are invested in fixed income securities.

Collective trust funds represent interests in pooled investment vehicles designed typically for collective investment of employee benefit trusts. The fair values of these investments are determined by reference to the net asset value per unit provided by the fund managers. The unit values are based on the fair values of the trusts’ underlying assets, which are principally equity and fixed income securities and short-term investments. The investment strategies of the Plan’s collective trust funds vary generally based on the investment objectives of the asset class of which they are a part. Such investment strategies include investments in fixed income securities and investments in equity securities in domestic and international markets for growth and value objectives as well as to replicate market indexes and to invest in emerging markets. The only redemption restriction with respect to these investments is on the Wells Fargo Stable Return Fund G (fair value of $68,511,071 at December 31, 2014) which requires a one-year notice to be given in the event of complete liquidation.

The fair value of the insurance separate account investment contract was determined by reference to the fair values of securities in the separate accounts underlying the contract.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

4. Investments

The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2014 and 2013, were as follows:



	December 31
	2014		2013
Northern Trust Collective S&P 500 Index Fund – Non Lending - Collective trust fund	$	689,607,489	$	661,941,029
Amgen stock	309,990,445		235,164,976
Northern Trust Collective Extended Equity Market Index Fund - Non Lending - Collective trust fund	248,253,418		264,853,839

During the years ended December 31, 2014 and 2013, net realized and unrealized gains/(losses) on the Plan’s investments were as follows:



	Year Ended December 31
	2014		2013
Amgen stock	$	90,488,684	$	59,102,899
Common and preferred stocks	72,161,597		300,185,251
Debt securities	909,696		(10,693,199		)
Mutual funds	14,599,393		45,547,605
Collective trust funds	115,979,639		285,585,545
Other	38,154		566,815
	$	294,177,163	$	680,294,916

5. Income Tax Status

The Plan received a determination letter from the IRS dated September 18, 2013, stating that the Plan is qualified, in form, under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes the Plan is currently being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

5. Income Tax Status (continued)

GAAP requires the Company to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination. As of December 31, 2014, no uncertain tax positions have been taken or are expected to be taken, and no amounts related to uncertain tax positions have been recorded in the Plan’s financial statements. The Plan is subject to audits by the IRS, however there are currently no audits for any periods in progress. The Company believes the Plan is no longer subject to IRS examinations with respect to annual reports for years prior to 2011.

6. Services Provided by the Company

During 2014 and 2013, the Company paid trustee fees and certain other administrative costs on behalf of the Plan.

7. Reconciliation of Financial Statements to Form 5500

The reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31, 2014 and 2013, consisted of the following:



	December 31
	2014			2013
Net assets available for benefits per the financial statements	$	4,227,149,413		$	3,926,630,260
Adjustment from fair value to contract value for fully benefit-responsive investment contracts	3,402,352			1,891,753
Amounts allocated to withdrawing participants	(3,534,073		)	(250,785		)
Deemed loans	(396,949		)	(466,682		)
Net assets per the Form 5500	$	4,226,620,743		$	3,927,804,546

For the year ended December 31, 2014, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:



	Year Ended December 31 2014
Interest and dividend income	$	45,071,566
Net realized/unrealized gains	294,177,163
Total net investment income per the financial statements	339,248,729
Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
Less prior year adjustment	(1,891,753		)
Add current year adjustment	3,402,352
Total net investment income per the Form 5500	$	340,759,328

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

7. Reconciliation of Financial Statements to Form 5500 (continued)

For the year ended December 31, 2014, the following is a reconciliation of distributions per the financial statements to the Form 5500:



	Year Ended December 31 2014
Benefits paid	$	(378,615,295	)
Investment and administrative fees	(9,525,126		)
Total distributions per the financial statements	(388,140,421		)
Add prior year amounts allocated to withdrawing participants	250,785
Less current year amounts allocated to withdrawing participants	(3,534,073		)
Add prior year deemed loan balance	466,682
Less current year deemed loan balance	(396,949		)
Total distributions per the Form 5500	$	(391,353,976	)

Supplemental Schedule

Amgen Retirement and Savings Plan

EIN: 95-3540776 Plan: #001

December 31, 2014

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



Identity of Issue		Description of Investment	Current Value

Amgen stock*		Employer Securities 1,946,076 shares			$	309,990,445

Capital Preservation Asset Class:
	Wells Fargo Fixed Income Fund D*	Collective Trust Fund 7,431,718 units	$	95,608,307
	Wells Fargo Fixed Income Fund F*	Collective Trust Fund 5,723,723 units	77,330,353
	Wells Fargo Stable Return Fund G*	Collective Trust Fund 1,307,319 units	68,511,071
	Metropolitan Life Insurance Company*	Insurance separate account investment contract 54,718,210 units	56,619,659
	NT Collective Short Term Investment Fund*	Collective Trust Fund 19,404,782 units	19,404,782
	Wells Fargo Fixed Income Fund L*	Collective Trust Fund 1,269,960 units	15,112,518
	Transamerica Premier Life Insurance Company*	Wrapper Contract	119,436
	Metropolitan Life Insurance Company*	Insurance separate account investment contract	15,444
	American General Life Insurance Company*	Wrapper Contract	—
Total Capital Preservation Asset Class					332,721,570

Emerging Markets Equity Asset Class:
	JP Morgan Emerging Markets Equity Focus Fund*	Collective Trust Fund 1,649,956 units	28,412,246
	Blackrock FTSE RAFI Emerging Index Non Lendable Fund F*	Collective Trust Fund 2,723,341 units	27,449,094
	Artisan Emerging Markets/Ins	Mutual Fund 2,246,347 shares	26,709,070
	NT Collective Emerging Markets Fund - Non Lending*	Collective Trust Fund 35,113 units	5,238,617
Total Emerging Markets Equity Asset Class					87,809,027

Fixed Income Asset Class:
	NT Collective Aggregate Bond Index Fund - Non Lending*	Collective Trust Fund 1,175,680 units	154,695,944
	United States Treasury SEC Stripped Interest Payment Due 02/15/2021	Government Bond 5,755,000 units	5,104,239
	NT Collective Short Term Investment Fund*	Collective Trust Fund 3,804,907 units	3,804,907
	United States Treasury SEC Stripped Interest Payment Due 05/15/2018	Government Bond 3,125,000 units	2,991,425
	United States Treasury SEC Stripped Interest Payment Due 05/15/2023	Government Bond 3,460,000 units	2,872,938
	United States Treasury Bonds Inflation Index 5.500% Due 8/15/2028	Government Bond 2,000,000 units	2,730,624
	United States Treasury SEC Stripped Interest Payment Due 11/15/2022	Government Bond 2,500,000 units	2,110,070
	Fannie Mae Pool #466430 3.37% Due 11/01/2020	Government Mortgage Backed Security 1,368,106 units	1,516,257
	United States Treasury SEC Stripped Interest Payment Due 02/15/2023	Government Bond 1,745,000 units	1,458,799
	United States Treasury SEC Stripped Interest Payment Due 05/15/2021	Government Bond 1,630,000 units	1,433,019
	United States Treasury SEC Stripped Interest Payment 0% Due 08/15/2021	Government Bond 1,505,000 units	1,316,178
	United States Treasury SEC Stripped Interest Payment Due 11/15/2021	Government Bond 1,475,000 units	1,280,043
	United States Treasury SEC Stripped Interest Payment 00517 Due 02/15/2029	Government Bond 1,820,000 units	1,261,739
	United States Treasury SEC Stripped Interest Payment Due 02/15/2020	Government Bond 1,370,000 units	1,252,258
	United States Treasury Notes .375% Due 5/31/2016	Government Bond 1,250,000 units	1,249,219
	United States Treasury SEC Stripped Interest Payment Due 05/15/2022	Government Bond 1,365,000 units	1,167,300
	United States Treasury SEC Stripped Interest Payment Due 08/15/2020	Government Bond 1,250,000 units	1,124,856
	Fannie Mae Remic Trust 2010-142 Variable Rate Due 12/25/2040	Government Mortgage Backed Security 1,000,000 units	1,101,779
	Fannie Mae Pool #466430 3.37% Due 11/01/2020	Government Mortgage Backed Security 1,000,000 units	1,060,505
	Fannie Mae Pool #465769 3.96% Due 08/01/2020	Government Mortgage Backed Security 967,742 units	1,053,914
	United States Treasury Notes 3% Due 02/28/17	Government Bond 990,000 units	1,037,489
	Fannie Mae Pool #AV5051 4.50% Due 02/01/2044	Government Mortgage Backed Security 915,617 units	1,013,935
	United States Treasury SEC Stripped Interest Payment Due 11/15/2028	Government Bond 1,250,000 units	873,761
	Fannie Mae Pool #AT5915 4% Due 06/01/2043	Government Mortgage Backed Security 707,890 units	763,198
	United States Treasury SEC Stripped Interest Payment Due 02/15/2026	Government Bond 1,000,000 units	761,826
	United States Treasury Notes 1.375% Due 12/31/2018	Government Bond 750,000 units	747,071

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



Identity of Issue		Description of Investment	Current Value
	Fannie Mae Pool #AM2674 2.61% Due 03/01/2023	Government Mortgage Backed Security 745,000 units	746,451
	United States Treasury SEC Stripped Interest Payment Due 02/15/2027	Government Bond 1,000,000 units	736,858
	United States Treasury SEC Stripped Interest Payment Due 11/15/2027	Government Bond 1,000,000 units	721,040
	Fannie Mae Pool #MA0214 5% Due 10/01/2029	Government Mortgage Backed Security 648,777 units	718,898
	Federal Home Loan Mortgage Corporation Multiclass Series 3677 4.5% Due 05/15/2040	Government Mortgage Backed Security 645,000 units	699,005
	Fannie Mae Pool #AM2501 1.77% Due 02/01/2020	Government Mortgage Backed Security 703,871 units	698,720
	Federal Home Loan Mortgage Corporation Pool #K037 3.49% Due 01/25/2024	Government Mortgage Backed Security 650,000 units	691,646
	Federal Home Loan Mortgage Corporation Gold Pool U9-0291 4% Due 10/01/2042	Government Mortgage Backed Security 633,368 units	682,469
	Fannie Mae Pool #MA1462 3.5% Due 06/01/2043	Government Mortgage Backed Security 649,100 units	678,580
	United States Treasury 0% Due 02/15/2030	Government Bond 1,000,000 units	671,737
	Ginnie Mae 5.5% Due 06/20/2035	Government Mortgage Backed Security 594,080 units	652,924
	DT Auto Owner Trust 7% Due 04/16/2018	Asset Backed Security 643,000 units	642,611
	Federal Home Loan Mortgage Corporation Multiclass Series 2334 Class KB 6.5% Due 05/15/2028	Government Mortgage Backed Security 565,847 units	635,078
	Ginnie Mae Pool #783867 6.00% Due 8/15/2036	Government Mortgage Backed Security 548,856 units	634,747
	United States Treasury SEC Stripped Interest Payment 6.5% Due 11/15/26	Government Bond 850,000 units	631,875
	Federal Home Loan Mortgage Corporation Multiclass Series 7307 3% Due 8/15/2044	Government Mortgage Backed Security 612,520 units	631,866
	Fannie Mae Pool #Am1762 2.39% Due 12/01/2022	Government Mortgage Backed Security 630,000 units	628,070
	Fannie Mae Pool #AQ1534 3.5% Due 10/01/2032	Government Mortgage Backed Security 590,484 units	622,281
	Structured Asset Mortgage Investments II Inc. Series 2004-AR1 Class A1 Floating Rate Due 3/19/2034	Collateralized Mortgage Obligation 627,581 units	614,106
	United States Treasury Notes 1% Due 06/30/2019	Government Bond 625,000 units	609,912
	Fannie Mae Pool #AB7575 3.00% Due 01/01/2043	Government Mortgage Backed Security 566,004 units	573,590
	Federal Home Loan Mortgage Corporation Multiclass Series 4324 Class AY 3% Due 04/15/2029	Government Mortgage Backed Security 568,738 units	573,503
	Federal Home Loan Mortgage Corporation Gold Pool U89009 3.5% Due 09/01/2032	Government Mortgage Backed Security 539,598 units	567,175
	Ginnie Mae 2007-035 6% Due 06/20/2037	Government Mortgage Backed Security 500,000 units	558,892
	Fannie Mae Pool #AM2711 2.57% Due 03/01/2023	Government Mortgage Backed Security 545,000 units	547,848
	Fannie Mae Pool #AR6380 3.00% Due 02/01/2043	Government Mortgage Backed Security 539,858 units	546,896
	Fannie Mae Pool #AM1990 2.33% Due 01/01/2023	Government Mortgage Backed Security 550,000 units	545,055
	Fannie Mae Pool #AQ1607 3.5% Due 11/01/2032	Government Mortgage Backed Security 510,507 units	537,945
	Federal Home Loan Mortgage Corporation Pool #Al2293 4.374% Due 06/01/2021	Government Mortgage Backed Security 478,901 units	534,513
	Federal Home Loan Mortgage Corporation Series 2899 4% Due 12/15/2019	Government Mortgage Backed Security 500,000 units	527,322
	Ginnie Mae 5.25% Due 03/20/2038	Government Mortgage Backed Security 482,000 units	524,623
	Fannie Mae Pool #468559 4.01% Due 08/01/2021	Government Mortgage Backed Security 475,474 units	522,054
	Federal National Mortgage Association Pool #Al2965 2.667% Due 12/01/2022	Government Mortgage Backed Security 512,280 units	520,604
	Fannie Mae Pool #AR7961 3.5% Due 03/01/2033	Government Mortgage Backed Security 491,143 units	517,540
	United States Treasury SEC Stripped Interest Payment Due 05/15/2020	Government Bond 570,000 units	516,837
	Ginnie Mae 5% Due 03/16/2034	Government Mortgage Backed Security 460,000 units	515,312
	Federal National Mortgage Association Pool #Al0561 3.738% Due 06/01/2018	Government Mortgage Backed Security 474,813 units	505,230
	Federal Home Loan Mortgage Corporation Multiclass Series 3895 4.5% Due 07/15/2041	Government Mortgage Backed Security 450,000 units	500,143
	Fannie Mae Pool #AM3307 2.85% Due 05/01/2023	Government Mortgage Backed Security 482,474 units	493,593
	United States Treasury SEC Stripped Interest Payment Due 05/15/2022	Government Bond 570,000 units	490,881
	Federal Home Loan Mortgage Corporation Pool #S0/6297 3.5% Due 09/15/2042	Government Mortgage Backed Security 476,627 units	488,472
	Fannie Mae Pool #MA1373 3.50% Due 03/01/2043	Government Mortgage Backed Security 452,009 units	471,862
	Ginnie Mae 6% Due 11/16/2032	Government Mortgage Backed Security 407,160 units	462,501
	Federal Home Loan Mortgage Corporation Multiclass Series 3662 5% Due 04/15/2040	Government Mortgage Backed Security 420,000 units	462,495
	Fannie Mae Pool #471834 1.4% Due 07/01/2017	Government Mortgage Backed Security 455,000 units	455,810
	Ginnie Mae Pool 2013-H05 Remic Pass-Through Class FB Floating Rate 02/20/2062	Government Mortgage Backed Security 454,542 units	454,886
	Federal Home Loan Mortgage Corporation Pool #G0-7239 3.00% Due 12/01/2042	Government Mortgage Backed Security 442,661 units	448,088
	Fannie Mae 3.726% Due 06/25/2021	Government Mortgage Backed Security 410,000 units	442,127
	Fannie Mae Pool #AM3301 2.35% Due 05/01/2023	Government Mortgage Backed Security 446,162 units	441,857
	Fannie Mae Remic Series 2003-W2 5.9% Due 07/25/2042	Government Mortgage Backed Security 391,949 units	440,693
	Fannie Mae Pool #467025 3.38% Due 01/01/2018	Government Mortgage Backed Security 410,000 units	431,703
	Fannie Mae Series 2013-M7 Class A2 2.28% Due 12/25/2022	Government Mortgage Backed Security 441,000 units	431,003

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



Identity of Issue		Description of Investment	Current Value
	Fannie Mae 1.80057001114% Due 12/25/2019	Government Mortgage Backed Security 425,000 units	424,051
	Fannie Mae Series 2002-86 6% Due 09/25/2032	Government Mortgage Backed Security 380,878 units	421,606
	Fannie Mae Pool #465973 3.59% Due 10/01/2020	Government Mortgage Backed Security 392,859 units	420,838
	Federal Home Loan Mortgage Corporation Multiclass Series 4168 Class JA 3.5% Due 02/15/2043	Government Mortgage Backed Security 400,603 units	416,173
	Fannie Mae Pool #AM5473 3.76% Due 03/01/2024	Government Mortgage Backed Security 385,000 units	416,119
	Fannie Mae Series 2012-M8 1.52042% Due 04/25/2018	Government Mortgage Backed Security 414,141 units	414,409
	United States Treasury Bonds 8.125% Due 02/15/2021	Government Bond 300,000 units	412,734
	Fannie Mae Pool #MA1866 4.50% Due 04/01/2044	Government Mortgage Backed Security 372,236 units	412,476
	Federal Home Loan Mortgage Corporation Multiclass Series 2901 4.5% Due 12/15/2019	Government Mortgage Backed Security 380,000 units	411,404
	Fannie Mae Remic Series 416 Class A300 3% Due 11/25/2042	Government Mortgage Backed Security 408,423 units	406,758
	National Credit Union Association Guaranteed Trust 2010-R3 Due 12/06/2020	Government Mortgage Backed Security 397,904 units	401,696
	Fannie Mae Series 2009-W1 6% Due 12/25/2049	Government Mortgage Backed Security 359,871 units	399,573
	Fannie Mae Pool #467059 3.81% Due 01/01/2019	Government Mortgage Backed Security 362,682 units	387,700
	Fannie Mae Variable Rate Due 07/25/2024	Government Mortgage Backed Security 373,000 units	385,076
	Fannie Mae Pool #MA1510 4.00% Due 07/01/2043	Government Mortgage Backed Security 352,180 units	379,918
	Fannie Mae Series 2011-M2 3.645% Due 07/25/2021	Government Mortgage Backed Security 355,000 units	378,179
	Fannie Mae Pool #AM5079 3.45% Due 01/01/2024	Government Mortgage Backed Security 355,000 units	376,866
	Fannie Mae Pool #MA2010 4.00% Due 08/01/2044	Government Mortgage Backed Security 347,300 units	374,687
	Fannie Mae Pool #468564 4.06% Due 07/01/2021	Government Mortgage Backed Security 340,000 units	373,756
	Federal Home Loan Mortgage Corporation Multiclass Series 323 Class 300 Due 01/15/2044	Government Mortgage Backed Security 360,008 units	365,714
	Home Loan Servicing Solutions Limited Advance Receivables Trust Series 2013-T2 1.147% Due 05/16/2044	Asset Backed Security 365,000 units	364,635
	Fannie Mae Remic Series 2004-T1 6% Due 01/25/2044	Government Mortgage Backed Security 320,051 units	362,751
	Fannie Mae Pool #AM4764 3.44% Due 11/01/2023	Government Mortgage Backed Security 339,591 units	360,229
	Fannie Mae Remic Trust 2004-W12 6.5% Due 07/25/2044	Government Mortgage Backed Security 307,421 units	353,425
	Fannie Mae Remic Trust 2007-93 4.50% Due 09/25/2037	Government Mortgage Backed Security 319,725 units	351,272
	Federal Home Loan Mortgage Corporation Tranche 00839 2.615% Due 01/25/2023	Government Mortgage Backed Security 345,000 units	345,103
	Fannie Mae Remic Trust 2001-81 6.5% Due 01/25/2032	Government Mortgage Backed Security 302,825 units	343,437
	Fannie Mae Pool #MA1900 4.50% Due 04/01/2044	Government Mortgage Backed Security 305,392 units	338,496
	JP Morgan Chase Commercial Mortgage Securities Trust 2006-A4 Due 05/12/2045*	Commercial Mortgage Backed Security 320,085 units	334,435
	Fannie Mae Pool #MA1900 4.50% Due 05/01/2039	Government Mortgage Backed Security 300,804 units	333,356
	Federal Home Loan Mortgage Corporation Series 2595 5% Due 04/15/2023	Government Mortgage Backed Security 309,700 units	331,533
	Fannie Mae Series 2013-96 3.5% Due 09/25/2038	Government Mortgage Backed Security 316,871 units	330,920
	Federal Home Loan Mortgage Corporation Multiclass Series 3415 Class TF Due 08/15/2035	Government Mortgage Backed Security 322,175 units	326,901
	United States Treasury SEC Stripped Interest Payment Due 05/15/2031	Government Bond 470,000 units	304,163
	Fannie Mae Preassign 00653 5.5% Due 03/25/2023	Government Mortgage Backed Security 273,056 units	297,653
	VNDO Mortgage Trust 2012-6 2.9950% Due 11/15/2030	Commercial Mortgage Backed Security 295,237 units	295,527
	Banc America Commercial Mortgage Inc. 2006-3 Due 07/10/2044*	Commercial Mortgage Backed Security 279,994 units	294,692
	Macmo Master Asset Securitization Trust 5.5% Due 12/25/2033	Collateralized Mortgage Obligation 277,665 units	294,470
	Wachovia Bank National Association 6% Due 11/15/2017*	Corporate Bond 260,000 units	291,437
	Fannie Mae Remic Series 2014-M1 Class A Floating Rate Due 07/25/2023	Government Mortgage Backed Security 275,000 units	288,019
	Federal Home Loan Mortgage Corporation Multiclass Series 2980 6% Due 05/15/2035	Government Mortgage Backed Security 248,027 units	274,671
	Fannie Mae Pool #466049 2.49% Due 10/01/2017	Government Mortgage Backed Security 266,900 units	273,984
	NorthStar LLC Series 2013-1 Class A Floating Rate Due 08/25/2029	Commercial Mortgage Backed Security 273,266 units	273,271
	United States Treasury Bonds 4.24% Due 05/15/2039	Government Bond 210,000 units	269,932
	Federal Home Loan Mortgage Corporation Multiclass Series 2072 6.5% Due 07/15/2028	Government Mortgage Backed Security 243,020 units	269,835
	United States Treasury Bonds 4.5% Due 02/15/2036	Government Bond 200,000 units	266,766
	Trafigura Securitizations Finance PLC Floating Rate Due 10/15/2021	Asset Backed Security 266,000 units	266,105
	Fannie Mae Preassign 00166 6.5% Due 08/25/2036	Government Mortgage Backed Security 233,821 units	265,537
	Federal Home Loan Mortgage Corporation Series 3507 5% Due 03/15/2036	Government Mortgage Backed Security 248,948 units	263,210
	JP Morgan Chase Commercial Mortgage-Backed Securities Corporation Series 2006-Ldp6 Variable Rate Due 04/15/2043*	Commercial Mortgage Backed Security 250,000 units	261,380
	UBS Commercial Mortgage Trust 2012-C1 Variable Rate Due 05/10/2045	Commercial Mortgage Backed Security 250,000 units	261,347
	UBS AG Stamford Branch 3.875% Due 01/15/2015	Corporate Bond 260,000 units	260,275

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



Identity of Issue		Description of Investment	Current Value
	GS Mortgage Securities Corporation Trust 2011-GC5 Due 08/10/2044	Commercial Mortgage Backed Security 245,000 units	258,336
	Toyota Motor Credit Corporation 2% Due 09/15/2016	Corporate Bond 250,000 units	254,533
	Fannie Mae Remic Series 2013-6 Class GI 09/25/2032	Government Mortgage Backed Security 2,100,563 units	253,861
	Federal Home Loan Mortgage Corporation Multiclass Series 3087 5.5% Due 12/15/2025	Government Mortgage Backed Security 226,253 units	249,326
	Stadshypotek AB (publ) 1.875% Due 10/02/2019	Corporate Bond 250,000 units	246,933
	Fannie Mae Remic Series 2008-75 4.5% Due 09/25/2023	Government Mortgage Backed Security 233,483 units	244,210
	Fannie Mae Tranche 00743 3.5% Due 10/25/2037	Government Mortgage Backed Security 234,062 units	243,933
	Federal Home Loan Mortgage Corporation Multiclass Series 3005 5% Due 07/15/2025	Government Mortgage Backed Security 222,380 units	242,867
	Fannie Mae Pool #890231 5% Due 07/01/2025	Government Mortgage Backed Security 221,122 units	240,129
	Ginnie Mae 0% Due 12/20/2040	Government Mortgage Backed Security 282,250 units	240,004
	Merrill Lynch Mortgage Investors, Inc. Series 2003-5 Class-A1 Due 10/25/2028*	Collateralized Mortgage Obligation 240,466 units	238,789
	CPS Auto 1.54% Due 07/16/2018	Asset Backed Security 238,263 units	238,470
	Citigroup/Deutsche Bank Commercial 2005-CD1 Variable Rate Due 07/15/2044	Commercial Mortgage Backed Security 230,000 units	236,115
	UBS Commercial Mortgage 2007 C7 Variable Rate Mortgage Pass Thru Class A/3 09/15/2045	Commercial Mortgage Backed Security 214,194 units	235,325
	Wachovia Corporation 5.75% Due 02/01/2018*	Corporate Bond 210,000 units	235,154
	Oracle Corporation 3.625% Due 07/15/2023	Corporate Bond 224,000 units	234,911
	Residential Accredit Loans, Inc. Pass-Through Trust Series 2004-QS7 5.5% Due 05/25/2034	Collateralized Mortgage Obligation 226,976 units	232,407
	Ginnie Mae 2004-30 5.5% Due 02/20/2034	Government Mortgage Backed Security 216,713 units	232,190
	Wachovia Bank Commercial Mortgage Pass-Through Due 07/15/2045*	Commercial Mortgage Backed Security 221,678 units	232,181
	Fannie Mae Pool #Ap0645 3.5% Due 07/01/2032	Government Mortgage Backed Security 220,096 units	231,921
	Anadarko Petroleum Corporation 6.45% Due 09/15/2036	Corporate Bond 190,000 units	228,322
	Nordea Bank 1.625% Due 05/15/2018	Corporate Bond 225,000 units	222,860
	Banc America Commercial Mortgage Inc. 2005-3 Pass-Through 4.727% Due 07/10/2043*	Commercial Mortgage Backed Security 220,000 units	222,774
	HSBC Bank PLC 4.75% Due 01/19/2021	Corporate Bond 200,000 units	222,648
	General Electric Capital Corporation 2.25% Due 11/19/2015	Corporate Bond 219,000 units	222,005
	Ginnie Mae Pool 2012-84 Class LI I-O 4% Due 05/16/2042	Government Mortgage Backed Security 1,388,577 units	220,046
	Fannie Mae Series 417 Class C11 2.5% Due 2/25/2028	Government Mortgage Backed Security 2,179,216 units	216,902
	UBS-Bank of America Merrill Lynch Trust Series 2012-Wrm 3.663% Due 06/10/2030*	Commercial Mortgage Backed Security 211,000 units	216,433
	AT&T Inc. 3.875% Due 08/15/2021	Corporate Bond 205,000 units	214,493
	The Goldman Sachs Group, Inc. 5.375% Due 03/15/2020	Corporate Bond 190,000 units	212,932
	JP Morgan Mortgage Trust Series 2004-A3 Due 07/25/2034*	Collateralized Mortgage Obligation 214,522 units	212,546
	Federal Home Loan Mortgage Corporation Series 3852 Floating Rate Due 05/15/2041	Government Mortgage Backed Security 200,270 units	209,204
	Fannie Mae 1.43% Due 03/25/2037	Government Mortgage Backed Security 1,246,840 units	206,621
	UBS-Barclays Commercial Mortgage Trust 2012-C2 3.52500009537% Due 05/10/2063	Commercial Mortgage Backed Security 197,600 units	206,315
	Fannie Mae 2006-114 5.5% Due 10/25/2035	Government Mortgage Backed Security 196,045 units	203,126
	Ford Credit Auto Owner .82% Due 12/15/2017	Asset Backed Security 201,000 units	201,240
	First Horizon Mortgage Pass-Through Trust Series 2004-AR6 4.75% Due 12/25/34	Collateralized Mortgage Obligation 200,963 units	201,148
	United States Treasury Notes 4% Due 08/15/2018	Government Bond 180,000 units	197,395
	Sequoia Mortgage Trust 2004-1 Floating Rate Due 11/20/2034	Collateralized Mortgage Obligation 205,335 units	196,212
	Federal Home Loan Mortgage Corporation Series 3542 Class N 0% Due 07/15/2036	Government Mortgage Backed Security 210,869 units	195,975
	Morgan Stanley Trust 2012-IO Remic Pass-Through 1% Due 03/27/2051	Collateralized Mortgage Obligation 196,212 units	195,966
	Homestar Mortgage Acceptance Corporation Series 2004-4 Class A3 Floating Rate Due 09/25/2034	Collateralized Mortgage Obligation 190,622 units	189,098
	Chase Mortgage Financial Trust Series 2007-A1 Pass-Through Due 02/25/2037	Collateralized Mortgage Obligation 186,444 units	186,327
	HLSS Servicer Advance Receivables Series 2013-T1 Class A2T1 1.4953% Due 01/16/2046	Asset Backed Security 186,000 units	185,851
	Springleaf Mortgage Loan Trust 2013-2 Class M-/1 Variable Rate Due 12/25/2065	Collateralized Mortgage Obligation 181,000 units	184,664
	Nissan Auto 1.11% Due 05/15/2019	Asset Backed Security 182,000 units	181,548
	WFRBS Commercial Mortgage Trust Variable Rate Due 03/15/2045	Commercial Mortgage Backed Security 190,000 units	181,169
	Merrill Lynch Mortgage Investors, Inc. Series 2004-B Class 1 Due 05/25/2029*	Collateralized Mortgage Obligation 189,290 units	180,492
	Springleaf Mortgage Loan Trust 2013-2 Class M-2 Variable Rate 12/25/2065	Collateralized Mortgage Obligation 175,000 units	180,159
	UBS Commercial Mortgage Income Only Trust 2012-C1 2.561868% Due 05/10/2045	Commercial Mortgage Backed Security 1,504,173 units	176,163
	HSBC Holdings PLC 4% Due 03/30/2022	Corporate Bond 163,000 units	173,480

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



Identity of Issue		Description of Investment	Current Value
	Morgan Stanley 5.75% Due 01/25/2021	Corporate Bond 150,000 units	172,193
	Federal Home Loan Mortgage Corporation Multiclass Series 3211 6% Due 12/15/2035	Government Mortgage Backed Security 159,978 units	169,753
	Federal Home Loan Mortgage Corporation Multiclass Series 4030 Income Only 3.50% Due 04/15/2027	Government Mortgage Backed Security 1,493,749 units	169,579
	Fannie Mae Pool #735070 6.5% Due 10/01/2024	Government Mortgage Backed Security 148,590 units	169,217
	Wells Fargo & Company 4.48% Due 01/16/2024*	Corporate Bond 158,000 units	168,460
	Bank of America Corporation 4.125% Due 01/22/2024*	Corporate Bond 160,000 units	168,025
	CPS Auto Receivables Trust 2013-C Class A 1.64% Due 04/16/2018	Asset Backed Security 166,723 units	166,871
	Conoco Inc. 6.95% Due 04/15/2029	Corporate Bond 125,000 units	166,523
	Master Adjustable Rate Mortgages Trust 2004-8 Due 08/25/2034	Collateralized Mortgage Obligation 165,897 units	164,106
	Springleaf Mortgage Loan Trust 2013-1A Class A 1.27% Due 06/25/2058	Collateralized Mortgage Obligation 162,689 units	162,131
	Royal Bank of Canada 1.2% Due 09/19/2017	Corporate Bond 163,000 units	162,069
	Bayview Commercial Asset Trust Variable Rate Due 11/25/2035	Commercial Mortgage Backed Security 178,111 units	161,533
	Cox Communications, Inc. 3.85% Due 02/01/2025	Corporate Bond 160,000 units	161,507
	Cobalt CMBS Commercial Mortgage Trust 2006-C1 Pass-Through 5.186% Due 08/01/48	Commercial Mortgage Backed Security 152,993 units	161,223
	Trafigura Securitisation Finance PLC Due 10/15/2015	Asset Backed Security 160,000 units	160,661
	Carfinance Cap Auto Trust 2014-2 Class B 2.64% Due 11/16/2020	Asset Backed Security 160,000 units	160,252
	General Electric Capital Corporation 5.5% Due 01/08/2020	Corporate Bond 140,000 units	160,241
	Fannie Mae Pool #254762 5% Due 05/01/2023	Government Mortgage Backed Security 144,923 units	160,000
	United States Treasury Notes 3.25% Due 12/31/2016	Government Bond 150,000 units	157,559
	Spectra Energy Capital 5.65% Due 03/01/2020	Corporate Bond 141,000 units	156,645
	A10 Securitization 2013-1 LLC	Commercial Mortgage Backed Security 155,842 units	156,271
	Structured Asset Securities Corporation 2003-26A Pass-Through Due 09/25/2033	Collateralized Mortgage Obligation 156,524 units	156,035
	CWMBS, Inc. 5.25% Due 05/25/2034	Collateralized Mortgage Obligation 150,527 units	155,786
	Fannie Mae Pool #576557 6.5% Due 06/01/2019	Government Mortgage Backed Security 133,900 units	152,489
	Barrick North America Finance LLC 4.4% Due 05/30/2021	Corporate Bond 150,000 units	151,463
	Fannie Mae Pool #256601 6% Due 02/01/2027	Government Mortgage Backed Security 132,148 units	149,879
	Morgan Stanley Capital I Trust 2011-C3 4.054% Due 07/15/2049	Commercial Mortgage Backed Security 141,000 units	149,798
	PRICOA Global Funding 1.6% Due 05/29/2018	Corporate Bond 150,000 units	147,941
	Fannie Mae Remic Series 2013-13 Class IK 03/25/2028	Government Mortgage Backed Security 1,490,699 units	145,471
	Flagship Credit Corporation	Asset Backed Security 143,804 units	143,923
	Merrill Lynch & Co., Inc. 6.875% Due 04/25/2018*	Corporate Bond 125,000 units	143,573
	Federal Home Loan Mortgage Corporation Multiclass Series 3852 Floating Rate Due 05/15/2041	Government Mortgage Backed Security 137,123 units	142,153
	Time Warner Inc. 4.75% Due 03/29/2021	Corporate Bond 130,000 units	141,879
	Keycorp 5.1% Due 03/24/2021	Corporate Bond 125,000 units	141,075
	Niagara Mohawk Power Corporation 3.508% Due 10/01/2024	Corporate Bond 136,000 units	140,063
	Illinois State Taxable Pension 5.1% Due 06/01/2033	Municipal/Provincial Bond 140,000 units	139,702
	Citigroup Inc. 8.5% Due 05/22/2019	Corporate Bond 110,000 units	137,067
	American Credit Acceptance Receivables Series 2014-2 Class B 2.26% Due 03/10/2020	Asset Backed Security 136,000 units	135,869
	Banc of America Funding Corporation Series 2005-E Class 4-A-1 Due 03/20/2035*	Collateralized Mortgage Obligation 134,766 units	134,701
	Comcast Corporation 6.5% Due 01/15/2017	Corporate Bond 120,000 units	132,505
	Bank of Montreal 2.55% Due 11/06/2022	Corporate Bond 135,000 units	132,416
	Structured Asset Securities Corporation Series 2004-6XS Due 03/25/2034	Asset Backed Security 127,827 units	131,179
	Fannie Mae Tranche .447% Due 01/25/2017	Government Mortgage Backed Security 131,062 units	131,128
	Fannie Mae Remic Trust 2007-W1 Variable Rate Due 11/25/2046	Government Mortgage Backed Security 130,353 units	130,695
	AmeriCredit Automobile Receivables Trust 2013-3 Class A 10/10/2017	Asset Backed Security 130,183 units	130,203
	Transcanada 3.75% Due 10/16/2023	Corporate Bond 130,000 units	130,150
	United States Treasury Bonds 6.375% Due 08/15/27	Government Bond 90,000 units	130,015
	Verizon Communications Inc. 4.4% Due 11/01/2034	Corporate Bond 130,000 units	129,218
	Federal Home Loan Mortgage Corporation Multiclass Series 12-K708 Floating Rate Due 01/25/2019	Government Mortgage Backed Security 2,405,054 units	129,113
	Thornburg Mortgage Securities Trust 2004-3 Pass-Through Floating Rate Due 11/30/2044	Collateralized Mortgage Obligation 131,422 units	127,420
	MetLife Global 2.5% Due 09/29/2015*	Corporate Bond 125,000 units	126,792
	Credit Agricole SA 8.375% Floating Rate Due 08/15/2029	Corporate Bond 110,000 units	126,775
	Sequoia Mortgage Trust 2004-1, 2004-8 Variable Rate Due 09/20/2034	Collateralized Mortgage Obligation 130,753 units	126,333
	BP Capital Markets plc 3.814% Due 02/10/2024	Corporate Bond 125,000 units	125,811

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



Identity of Issue		Description of Investment	Current Value
	Flagship Credit Auto Trust 2013-2 Class A 1.94% Due 01/15/19	Asset Backed Security 124,784 units	125,581
	Berkshire Hathaway Inc. 3.4% Due 01/31/2022	Corporate Bond 120,000 units	124,947
	PHH Mortgage Trust Series 6% Due 07/25/2038	Collateralized Mortgage Obligation 117,183 units	123,779
	Kraft Foods Group, Inc. 5.375% Due 02/10/2020	Corporate Bond 109,000 units	123,706
	Springleaf Mortgage Loan Trust Series 2012-2 Variable Rate Due 10/25/2057	Collateralized Mortgage Obligation 122,011 units	123,647
	Apple Inc. 2.4% Due 05/03/2023	Corporate Bond 126,000 units	122,472
	Residential Accredit Loans, Inc. Pass-Through Trust Series 2003-QS7 4.75% Due 04/25/2033	Collateralized Mortgage Obligation 121,227 units	122,187
	Nabors Industries Limited 4.625% Due 09/15/2021	Corporate Bond 130,000 units	122,140
	Ameriprise Financial, Inc. 4% Due 10/15/2023	Corporate Bond 115,000 units	121,815
	Hydro-Quebec Series 8.4% Due 01/15/2022	Municipal/Provincial Bond 90,000 units	121,090
	International Business Machines Corporation 7.625% Due 10/15/2018	Corporate Bond 100,000 units	120,563
	Morgan Stanley Dean Witter Capital I Trust 2003-HYB1 Variable Rate Due 02/25/2033	Collateralized Mortgage Obligation 129,475 units	120,517
	Washington Mutual Mortgage Pass-Through 2.67% Due 08/25/2033	Collateralized Mortgage Obligation 119,811 units	120,329
	Mondelez International, Inc. 4% Due 02/01/2024	Corporate Bond 115,000 units	120,321
	Ontario Province Canada 4% Due 10/07/2019	Municipal/Provincial Bond 110,000 units	120,304
	Wells Fargo Mortgage Backed Securities Variable Rate Due 09/25/2034*	Collateralized Mortgage Obligation 119,284 units	119,907
	Fannie Mae Stripped Mortgage-Backed Securities Trust 410 Class 29 4% Due 05/25/2027	Government Mortgage Backed Security 1,051,407 units	119,818
	Mercedes-Benz Auto Series 2013-1 Class A 3.78% Due 08/15/2017	Asset Backed Security 119,000 units	119,168
	The Goldman Sachs Group, Inc. 7.5% Due 02/15/2019	Corporate Bond 100,000 units	118,946
	EOG Resources, Inc. 2.625% Due 03/15/2023	Corporate Bond 124,000 units	118,905
	Morgan Stanley 7.3% Due 05/13/2019	Corporate Bond 100,000 units	118,615
	General Electric Capital Corporation 5.625% Due 05/01/2018	Corporate Bond 105,000 units	118,149
	British Telecommunications PLC Step-up Due 12/15/2030	Corporate Bond 75,000 units	117,754
	Ryder System, Inc. Trust 00208 3.5% Due 06/01/2017	Corporate Bond 113,000 units	117,684
	Capital One Financial Corporation 3.75% Due 04/24/2024	Corporate Bond 115,000 units	117,484
	General Electric Capital Corporation 6% Due 08/07/2019	Corporate Bond 100,000 units	116,317
	Washington Mutual Mortgage 5.5% Due 04/25/2033	Collateralized Mortgage Obligation 112,026 units	115,964
	Wells Fargo Mortgage Backed Securities 2004-EE Trust Variable Rate Due 12/25/2034*	Collateralized Mortgage Obligation 113,987 units	115,946
	Fannie Mae Pool #256556 6% Due 01/01/2027	Government Mortgage Backed Security 101,985 units	115,519
	Citigroup Commercial Mortgage Trust Series 2005-C3 Due 05/15/2043	Commercial Mortgage Backed Security 115,000 units	115,313
	Comcast Corporation 5.7% Due 07/01/2019	Corporate Bond 100,000 units	114,808
	Banc America Mortgage Securities Inc. Series 2003-3 5.5% Due 05/25/2033*	Collateralized Mortgage Obligation 111,216 units	114,626
	Morgan Stanley 6.625% Due 04/01/2018	Corporate Bond 100,000 units	113,904
	Master Alternative Loan Trust 2004-3 6.25% Due 04/25/2034	Collateralized Mortgage Obligation 107,400 units	113,550
	Credit Suisse First Boston Securities Corporation Series 2006-C1 Floating Rate Due 02/15/2039	Commercial Mortgage Backed Security 110,000 units	113,170
	JP Morgan Mortgage Trust 2006-A2 3.75% Due 04/25/2036*	Collateralized Mortgage Obligation 112,203 units	112,436
	Praxair, Inc. 1.25% Due 11/07/2018	Corporate Bond 115,000 units	112,344
	Amerada Hess Corporation 7.3% Due 08/15/2031	Corporate Bond 90,000 units	111,816
	Peco Energy Company 2.375% Due 09/15/2022	Corporate Bond 115,000 units	111,801
	World Omni Auto Receivables Trust Series 2012-A 1.0% Due 02/15/2017	Asset Backed Security 111,450 units	111,494
	Nordea Bank 4.875% Due 01/27/2020	Corporate Bond 100,000 units	111,333
	General Electric Capital Corporation 5.625% Due 09/15/2017	Corporate Bond 100,000 units	111,005
	Principal Life Global 2.25% Due 10/15/2018	Corporate Bond 110,000 units	110,803
	Lincoln National Corporation 6.25% Due 02/15/2020	Corporate Bond 95,000 units	110,228
	Intuit Inc. 5.75% Due 03/15/2017	Corporate Bond 100,000 units	109,901
	Norfolk Southern Corporation 2.903% Due 02/15/2023	Corporate Bond 111,000 units	109,725
	Cisco Systems, Inc. 3.625% Due 03/04/2024	Corporate Bond 105,000 units	109,416
	Ohio State University General Receipts 4.8% Due 06/01/2111	Municipal/Provincial Bond 100,000 units	108,853
	Rio Tinto Financial USA 9% Due 05/01/2019	Corporate Bond 85,000 units	107,539
	Ginnie Mae 2007-024 Remic Pass-Through Floating Rate Due 05/20/2037	Government Mortgage Backed Security 715,251 units	106,271
	Toronto Dominion Bank 2.2% Due 07/29/2015	Corporate Bond 105,000 units	106,022
	DBUBS Mortgage Trust Pass-Through Income Only Series 2011-Lc2 Class X-A 144A Due 07/10/2044	Commercial Mortgage Backed Security 2,221,428 units	105,769
	Exeter Automobile 1.29% Due 05/15/2018	Asset Backed Security 105,166 units	105,252
	Port Authority NY & NJ 5.647% Due 11/01/2040	Municipal/Provincial Bond 85,000 units	105,005
	Daimler Financial North America LLC 2.25% Due 07/31/2019	Corporate Bond 105,000 units	104,678

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



Identity of Issue		Description of Investment	Current Value
	Directv Holdings LLC 4.45% Due 04/01/2024	Corporate Bond 100,000 units	104,630
	JP Morgan Mortgage Trust Series 2004-S1 5.5% Due 09/25/2034*	Collateralized Mortgage Obligation 101,086 units	104,500
	EMC Corporation 2.65% Due 06/01/2020	Corporate Bond 105,000 units	104,495
	HRPT Properties Trust 6.65% Due 01/15/2018	Corporate Bond 95,000 units	104,387
	Master Alternative Loan Trust 2004-1 5.5% Pass-Through	Collateralized Mortgage Obligation 100,824 units	103,777
	Devon Energy Corporation 7.95% Due 04/15/2032	Corporate Bond 75,000 units	103,384
	AIG Sun America Global Financing 6.9% Due 03/15/2032	Corporate Bond 75,000 units	103,270
	Canadian Pacific Railway Limited 7.125% Due 10/15/2031	Corporate Bond 75,000 units	103,148
	National Australia Bank Limited 3% Due 07/27/2016	Corporate Bond 100,000 units	103,109
	Schlumberger Oilfield UK PLC 4.2% Due 01/15/2021	Corporate Bond 95,000 units	103,073
	Massmutual Global Funding 3.125% Due 04/14/16	Corporate Bond 100,000 units	102,983
	Rabobank Netherlands Variable Rate Due 12/29/2049	Corporate Bond 80,000 units