Amgen Retirement and Savings Plan Amgen Inc
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-12477 AMGEN RETIREMENT AND SAVINGS PLAN (Full title of the plan) AMGEN INC. (Name of issuer of the securities held) One Amgen Center Drive, Thousand Oaks, California 91320-1799 (Address of principal executive offices) (Zip Code) Table of Contents Amgen Retirement and Savings Plan Financial Statements and Supplemental Schedules Years ended December 31, 2009 and 2008 Contents Report of Independent Registered Public Accounting Firm 1 Audited Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2009 and 2008 2 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2009 and 2008 3 Notes to Financial Statements 4 Supplemental Schedules: Schedule of Assets (Held at End of Year) 16 Schedule of Assets (Acquired and Disposed of Within Year) 40 Signatures 41 Exhibits 42 Table of Contents Report of Independent Registered Public Accounting Firm Amgen Inc., as Named Fiduciary, and the Plan Participants of the Amgen Retirement and Savings Plan We have audited the accompanying statements of net assets available for benefits of the Amgen Retirement and Savings Plan (the Plan) as of December 31, 2009 and 2008, 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, 2009 and 2008, 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 schedules of assets (held at end of year) as of December 31, 2009 and assets (acquired and disposed of within year) for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Los Angeles, California June 23, 2010 1 Table of Contents Amgen Retirement and Savings Plan Statements of Net Assets Available for Benefits December 31, 2009 2008 Assets Investments at fair value $2,034,202,397 $1,519,345,106 Receivables – due from broker 12,262,379 16,496,533 Total assets 2,046,464,776 1,535,841,639 Liabilities Derivative investments at fair value 389,415 60,801,216 Other – principally due to broker 26,233,913 40,288,931 Total liabilities 26,623,328 101,090,147 Net assets reflecting investments at fair value 2,019,841,448 1,434,751,492 Adjustment from fair value to contract value for interest in fully benefit-responsive investment contracts (3,744,082) 3,791,063 Net assets available for benefits $2,016,097,366 $1,438,542,555 See accompanying notes. 2 Table of Contents Amgen Retirement and Savings Plan Statements of Changes in Net Assets Available for Benefits Years ended December 31, 2009 2008 Additions (deductions) to net assets: Employer contributions $ 147,003,121 $ 141,521,690 Participant contributions 126,536,394 120,903,404 Rollover contributions 7,437,455 5,487,770 Interest and dividend income 21,729,237 16,113,707 Net realized/unrealized gains/(losses) 376,331,466 (649,987,702) Transfer from Amgen Mountain View Inc. 401(k) Retirement Plan — 481,592 Benefits paid (101,482,862) (262,641,022) Net increase/(decrease) 577,554,811 (628,120,561) Net assets available for benefits at beginning of year 1,438,542,555 2,066,663,116 Net assets available for benefits at end of year $2,016,097,366 $1,438,542,555 See accompanying notes. 3 Table of Contents Amgen Retirement and Savings Plan Notes to Financial Statements December 31, 2009 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, 2010. 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 elective contributions, Roth elective contributions, after-tax elective contributions or a combination of these types of contributions. A participant’s combined pre-tax elective contributions and Roth elective 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 $16,500 in 2009 and $15,500 in 2008. Participant after-tax elective contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,000 in 2009 and $7,500 in 2008. 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 elective 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 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 2009 and $5,000 in 2008. Catch-up contributions can be made as pre-tax elective contributions, Roth elective contributions or a combination of these types of contributions. Participants may also contribute pre-tax and after-tax amounts representing certain distributions from other defined benefit or defined contribution plans qualified in the United States or certain individual retirement accounts (IRAs), 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 5% of each participant’s eligible compensation (Core Contribution). In addition, the Company makes a contribution of 100% of up to 5% of eligible compensation contributed by the participant as pre-tax elective contributions or Roth elective contributions, including such contributions designated as catch-up contributions (Matching Contribution). 4 Table of Contents Amgen Retirement and Savings Plan Notes to Financial Statements (continued) Also, the Company can, in its discretion, make a special non-elective contribution on behalf of each 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 Core Contributions and Matching Contributions (collectively, Company Contributions), are to be invested, electing among various alternatives, including Amgen Inc. common stock (Amgen stock). Effective October 1, 2008, participants may direct a maximum of 20% of contributions to be invested in Amgen stock; prior to October 1, 2008, participants could direct a maximum of 50% of contributions to be invested in Amgen stock.