<PAGE>
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 end December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-12477
RETIREMENT AND SAVINGS PLAN FOR AMGEN PUERTO RICO, INC.
State Road 31, Kilometer 24.6, Juncos, Puerto Rico 00777
(Full title and address of the plan)
AMGEN INC.
(Name of issuer of the securities held)
One Amgen Center Drive, Thousand Oaks, California 91320-1799
(Address of principal executive offices) (Zip Code)
<PAGE>
The Retirement and Savings Plan for
Amgen Puerto Rico, Inc.
Financial Statements and
Supplemental Schedule
Years ended December 31, 1999 and 1998
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................................................. 2
Statements of Changes in Net Assets Available for Benefits................................................... 3
Notes to Financial Statements................................................................................ 4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year............................................... 8
</TABLE>
<PAGE>
Report of Independent Auditors
Amgen Puerto Rico, Inc., as Named Fiduciary,
and the Plan Participants of the Retirement
and Savings Plan for Amgen Puerto Rico, Inc.
We have audited the accompanying statements of net assets available for benefits
of Retirement and Savings Plan for Amgen Puerto Rico, Inc. (the Plan) at
December 31, 1999 and 1998, and the related statements of changes in net assets
available for plan 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 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, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of expressing an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year as of December 31, 1999, is
presented for purpose of additional analysis and are not a required part of the
basic 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. This supplemental schedule
is the responsibility of the Plan's management. This supplemental schedule has
been subjected to the auditing procedures applied in our audit of the 1999
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the 1999 financial statements taken as a whole.
/s/ Ernst & Young LLP
April 28, 2000
San Juan, Puerto Rico
Stamp No. 1631064
affixed to
original of
this report.
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<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
-----------------------------------
<S> <C> <C>
Assets
Investments at fair value $21,429,514 $11,954,519
Contributions receivable 74,680 52,531
-----------------------------------
Net assets available for benefits $21,504,194 $12,007,050
====================================
</TABLE>
See accompanying notes.
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<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
------------------------------------
<S> <C> <C>
Additions to net assets:
Employee contributions $ 1,061,629 $ 842,097
Employer contributions 1,167,733 1,008,770
Rollover contributions 137,422 60,789
Interest and dividend income 698,650 361,931
Realized/unrealized gain 6,957,698 2,975,777
------------------------------------
Total additions 10,023,132 5,249,364
Deductions from net assets:
Benefits paid 522,588 145,078
Fees and commissions 3,400 3,743
------------------------------------
Total deductions 525,988 148,821
------------------------------------
Net increase 9,497,144 5,100,543
Net assets available for benefits at beginning of year 12,007,050 6,906,507
------------------------------------
Net assets available for benefits at end of year $21,504,194 $12,007,050
====================================
</TABLE>
See accompanying notes.
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<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Notes to Financial Statements
December 31, 1999
1. Description of the Plan
The following description of The Retirement and Savings Plan for Amgen Puerto
Rico, Inc. (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 is a defined contribution plan covering substantially all domestic
employees of Amgen Puerto Rico, Inc. (the Company). The Plan was established
effective May 1, 1992 and was amended and restated effective April 1, 1996. The
Plan is qualified under Section 1165(a) and (e) of the Puerto Rico Income Tax
Act of 1954, as amended, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) and Section 401(a) and (k) of the
Internal Revenue Code of 1986, as amended (the Code).
Contributions
The Company makes contributions for all eligible employees, whether or not they
have elected to make contributions to the Plan, with a Core contribution equal
to 3% of each employee's eligible compensation each pay period. In addition, for
employees who make contributions to the Plan, the Company makes matching
contributions equal to 100% of the first 5% of the employee's eligible
compensation per pay period.
Participants may contribute up to 10% of their wages (a maximum of $8,000 and
$7,500 in 1999 and 1998, respectively) to the Plan in accordance with the
applicable income tax regulations. Such contributions, up to a specified maximum
amount, are made on a "pre-tax" basis.
Participants select the funds in which their contributions are to be invested,
electing among various investment alternatives. Participants may elect for their
contributions to be invested in more than one fund; however, no more than 50% of
their total contributions may be invested in the Amgen Inc. Stock Fund.
Vesting
Participants are immediately vested with respect to their individual
contributions, and earnings thereon. Participants become vested in the other
Company contributions upon completing the requisite number of years of service.
Employees must work a minimum of 1,000 hours within a Plan year to receive
vesting for that year of service.
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<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting (continued)
The vesting schedule for the Company's matching contributions, and related
earnings thereon, is as follows:
Years of Service Vesting Percentage
---------------- ------------------
Less than 1 0%
1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
The vesting schedule for the Company's Core contributions, and related earnings
thereon, is as follows:
Years of Service Vested Percentage
---------------- -----------------
Less than 5 0%
5 or more 100%
The Company's contributions become fully vested upon attainment of normal
retirement age, disability or death. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Company
contributions.
Payment of Benefits
Upon retirement, a participant may elect to receive a lump-sum payment in cash
and/or shares of the Company's common stock. The number of shares of Company
common stock to be paid is based on the quoted market value of such stock on the
date the Plan is valued following employee notification.
Certain restrictions apply to withdrawals of amounts from the Plan while a
participant continues to be employed by the Company.
Participant Loans
Loans can be made to a participant generally up to 50% of the participant's
vested account balance. The loans bear interest at the average borrowing rates
of certain major banks (ranging from 8.00% to 9.45% during 1999 and from 8.73%
to 12.03% during 1998) and are generally payable in installments over periods
ranging from one to five years. Principal and interest payments are allocated to
the participant's account.
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<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of termination, participants will become 100% vested in their accounts.
Trustee
Banco Santander is the trustee of the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Reclassification
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
Investment Income
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 and end of the period. Realized gains and
losses from security transactions are recorded based on the weighted-average
cost of securities sold.
Investment Valuation
Investments in mutual funds and Amgen Inc. common stock are valued at current
market values determined through reference to public market information on the
last business day of the Plan year. Participant loans are valued at their
outstanding balances which approximate fair value.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumption that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
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The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Notes to Financial Statements (continued)
3. Investments
The fair value of individual investments that represent 5% or more of the Plan's
net assets is as follows:
<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
<S> <C> <C>
Amgen Inc. Stock Fund $10,085,689 $4,091,643
Fidelity Magellan Fund 2,826,356 1,848,819
Fidelity Spartan U.S. Equity Index 2,238,344 1,713,252
Fidelity OTC Portfolio 1,963,267 935,221
Fidelity Growth & Income Portfolio 1,219,038 969,993
</TABLE>
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $6,957,698 and $2,975,777 as follows:
<TABLE>
<CAPTION>
Year ended
1999 1998
------------------ ------------------
<S> <C> <C>
Amgen Inc. Stock Fund $5,496,131 $1,901,510
Mutual funds 1,461,567 1,074,267
------------------ ------------------
$6,957,698 $2,975,777
================== ==================
</TABLE>
4. Income Tax Status
In April 1996, the Company received a determination letter from the Puerto Rico
Treasury Department that the Plan meets the requirements for qualification under
the Puerto Rico Income Tax Act and the trust forming a part of the Plan is
exempt from income taxes.
5. Services Provided by the Company
The Company provides certain administrative and recordkeeping services for the
Plan at no cost to the Plan participants. In addition, the Company has paid the
trustee fees and other related costs on behalf of the Plan.
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<PAGE>
Supplemental Schedule
<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
EIN: 77-0259777
Plan: 35322
Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Description of Current
Identity of Issue Investment Cost Value
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Amgen Inc.* Common stock 166,056 shares $ 2,332,874 $10,085,689
Fidelity Magellan Fund Mutual fund 20,686 shares 2,146,708 2,826,356
Fidelity Growth & Income Portfolio Mutual fund 25,849 shares 964,557 1,219,038
Fidelity Retirement Money Market Portfolio Money market portfolio 411,279 411,279
Fidelity Overseas Fund Mutual fund 13,612 shares 476,478 653,536
Fidelity Spartan U.S. Equity Index Mutual fund 42,971 shares 1,242,786 2,238,344
Fidelity Short-Term Bond Mutual fund 75,196 shares 651,111 639,168
Fidelity OTC Portfolio Mutual fund 28,884 shares 1,136,208 1,963,267
Fidelity Asset Manager Mutual fund 4,225 shares 74,344 77,651
Fidelity Asset Manager: Growth Mutual fund 15,403 shares 277,727 302,967
Fidelity Asset Manager: Income Mutual fund 9,606 shares 116,001 116,996
Fidelity U.S. Bond Index Portfolio Mutual fund 5,615 shares 60,249 57,213
Fidelity Contrafund Mutual fund 4,357 shares 242,842 261,500
Participant loans* Interest rates from 8% to 9.45% - 576,510
-------------------------------
$10,133,164 $21,429,514
===============================
</TABLE>
*Party-in-interest
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Retirement and Savings Plan
for Amgen Puerto Rico, Inc.
(Name of Plan)
Date: 6/19/00 By: /s/ Kathryn E. Falberg
------------------------- ----------------------
Kathryn E. Falberg
Chief Financial Officer,
Amgen Puerto Rico, Inc.
<PAGE>
The Retirement and Savings Plan for Amgen Puerto Rico, Inc.
Index to Exhibit
Consent of Ernst & Young LLP, Independent Auditors Exhibit 1
