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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
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)
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Amgen Retirement and Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 1999 and 1998
Contents
<TABLE>
<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
Schedule of Assets Held for Investment Purposes at End of Year.......... A
</TABLE>
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Report of Independent Auditors
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 Amgen Retirement and Savings Plan as of December 31, 1999 and 1998, 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 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 forming 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 is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
May 26, 2000
Los Angeles, California
1
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Amgen Retirement and Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------------
<S> <C> <C>
Assets
Investments at fair value $694,704,196 $438,830,171
Employee contributions receivable 871,467 800,426
Employer contributions receivable 1,087,551 935,605
Accrued interest and dividends 24,232 38,096
--------------------------------
Net assets available for benefits $696,687,446 $440,604,298
================================
</TABLE>
See accompanying notes.
2
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Amgen Retirement and Savings Plan
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 $ 34,456,717 $ 28,214,758
Employer contributions 25,751,763 22,813,735
Interest and dividend income 31,970,804 18,966,190
Realized/unrealized gain 178,969,323 90,894,285
---------------------------------
Total additions 271,148,607 160,888,968
Deductions from net assets - benefits paid (15,065,459) (15,091,254)
---------------------------------
Net increase 256,083,148 145,797,714
Net assets available for benefits at
beginning of year 440,604,298 294,806,584
---------------------------------
Net assets available for benefits at end of
year $696,687,446 $440,604,298
=================================
</TABLE>
See accompanying notes.
3
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Amgen Retirement and Savings Plan
Notes to Financial Statements
December 31, 1999
1. Description of 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 (amended and restated effective
January 1, 1990, January 1, 1993 and April 1, 1996, respectively), as a defined
contribution plan covering substantially all domestic employees of Amgen Inc.
(the Company). It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
Participants may contribute up to 15% of their pretax annual compensation (a
maximum contribution of $10,000 in 1999 and 1998). Participants may also
contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans.
The Company contributes 100% of the first 5% of eligible salary contributed by
the employee per pay period. In addition, the Company supplements the above
contribution 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
eligible employee's compensation each pay period.
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.
Participants may change their investment options at any time.
Vesting
Participants are immediately vested with respect to their individual
contributions and earnings thereon. Participants become vested in their
allocated Company matching contributions and related earnings on a pro rata
basis over a four-year period once they
4
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Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting (continued)
have worked in excess of 1,000 hours within a Plan year. The Company Core
contributions become 100% vested after five years of service, with no partial
vesting during the five-year period. Company contributions become fully vested
upon attainment of normal retirement age, disability or death.
Participant Accounts
Each participant's account is credited with the participant's contributions and
an allocation of (a) Company contributions and (b) Plan earnings. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account. Forfeited balances of terminated participants' nonvested
accounts are used to reduce future Company contributions.
Payments 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. Participants hired
before April 1, 1996 may also elect to have an insurance annuity contract
purchased on the participant's behalf.
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 the lesser of an amount equal
to 50% of the participant's vested account balance or $50,000, less any
outstanding loans. The loans bear interest at average borrowing rates of certain
major banks (ranging from 9.43% to 11.87%) 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.
5
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Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)
1. Description of 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
Fidelity Management Trust Company acts as the Plan's trustee.
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.
6
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Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
3. Investments
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
------------------------------
<S> <C> <C>
Amgen Inc. Stock Fund $231,234,930 $89,745,146
Fidelity Magellan Fund 113,828,967 83,941,345
Fidelity Growth and Income Portfolio 82,202,660 76,567,285
Fidelity Retirement Money Market
Portfolio 31,237,779 22,169,268
Fidelity Overseas Fund 35,396,995 23,822,171
Fidelity Spartan U.S. Equity Index 52,567,255 42,385,329
Fidelity OTC Portfolio 57,066,911 27,810,796
</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 $178,969,323 and $90,894,285, respectively, as follows:
<TABLE>
<CAPTION>
Year ended
1999 1998
--------------------------------
<S> <C> <C>
Amgen Inc. Stock Fund $127,089,607 $42,404,859
Mutual funds 51,879,716 48,489,426
--------------------------------
$178,969,323 $90,894,285
================================
</TABLE>
7
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Amgen Retirement and Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated July 23, 1997, stating that the Plan is qualified, in form, under Section
401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust
is exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Company believes the
Plan is 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. Subsequent amendments have been structured to, and are intended
to, maintain the Plan's tax qualified status.
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.
8
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Supplemental Schedule
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Schedule A
Amgen Retirement and Savings Plan
EIN: 95-3540776
Plan: 35274
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 3,808,081 shares $59,361,905 $231,234,930
Fidelity Magellan Fund* Mutual fund 833,118 shares 78,989,453 113,828,967
Fidelity Growth and Income Portfolio* Mutual fund 1,743,059 shares 57,729,842 82,202,660
Fidelity Retirement Money Market
Portfolio* Money market portfolio 31,237,779 31,237,779
Fidelity Overseas Fund* Mutual fund 737,284 shares 24,949,317 35,396,995
Fidelity Spartan U.S. Equity Index* Mutual fund 1,009,162 shares 32,310,152 52,567,255
Fidelity Short-Term Bond* Mutual fund 1,026,942 shares 8,900,605 8,729,012
Fidelity OTC Portfolio* Mutual fund 839,590 shares 33,409,853 57,066,911
Fidelity Asset Manager* Mutual fund 692,669 shares 11,915,575 12,731,262
Fidelity Asset Manager: Growth* Mutual fund 1,035,241 shares 18,648,431 20,363,189
Fidelity Asset Manager: Income* Mutual fund 294,045 shares 3,547,970 3,581,467
Fidelity U.S. Bond Index Portfolio* Mutual fund 424,490 shares 4,543,214 4,325,553
Fidelity Contrafund* Mutual fund 511,960 shares 26,740,730 30,727,829
Neuberger Berman Genesis Trust Mutual fund 30,651 shares 591,519 644,903
Participant loans* Interest rates from
9.43% to 11.87% - 10,065,484
</TABLE>
*Party-in-interest.
9
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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.
Amgen Retirement and Savings Plan
(Name of Plan)
Date: 6/16/00 By: /s/ Barry D. Schehr
------- ---------------------------
Barry D. Schehr
Vice President, Financial Operations,
and Chief Accounting Officer
Amgen Inc.
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AMGEN RETIREMENT AND SAVINGS PLAN
INDEX TO EXHIBIT
Consent of Ernst & Young LLP, Independent Auditors Exhibit 1
