Amgen 11K Annual report of employee stock purchases

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

(Mark One)


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

For the fiscal year ended December 31, 2010


o		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 (Zip Code)
(Address of principal executive offices)

Amgen Retirement and Savings Plan

Audited Financial Statements
and Supplemental Schedules

Years Ended December 31, 2010 and 2009

Contents


Report of Independent Registered Public Accounting Firm			1

Audited Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2010 and 2009			2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2010 and 2009			3
Notes to Financial Statements			4

Supplemental Schedules:

Schedule of Assets (Held at End of Year)			19

Schedule of Assets (Acquired and Disposed of Within Year)			51

Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible			53

Signatures			54
Exhibits			55

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, 2010 and 2009, 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, 2010 and 2009, 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) and loans or fixed income obligations in default or classified as uncollectible as of December 31, 2010, 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, 2011

Amgen Retirement and Savings Plan

Statements of Net Assets Available for Benefits


	December 31
	2010			2009
Assets
Investments at fair value	$	2,467,408,893		$	2,001,113,457
Notes receivable from participants		39,056,821			33,088,940
Other - principally due from broker		5,286,145			12,262,379

Total assets		2,511,751,859			2,046,464,776

Liabilities
Other – principally due to broker		4,339,311			26,623,328

Total liabilities		4,339,311			26,623,328


Net assets reflecting investments at fair value		2,507,412,548			2,019,841,448

Adjustment from fair value to contract value for interests in fully benefit-responsive investment contracts		(7,435,631	)		(3,744,082	)

Net assets available for benefits	$	2,499,976,917		$	2,016,097,366

See accompanying notes.

Amgen Retirement and Savings Plan

Statements of Changes in Net Assets Available for Benefits


	Year Ended December 31
	2010			2009
Additions to (deductions from) net assets:
Employer contributions	$	149,724,435		$	147,003,121
Participant contributions		128,595,814			126,536,394
Rollover contributions		7,411,490			7,437,455
Interest and dividend income		24,808,560			19,697,781
Net realized/unrealized gains		286,459,798			376,331,466
Interest income on notes receivable from participants		1,935,517			2,031,456
Benefits paid		(115,056,063	)		(101,482,862	)

Net increase		483,879,551			577,554,811

Net assets available for benefits at beginning of year		2,016,097,366			1,438,542,555

Net assets available for benefits at end of year	$	2,499,976,917		$	2,016,097,366

See accompanying notes.

Amgen Retirement and Savings Plan

Notes to Financial Statements

December 31, 2010

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 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 $16,500 in 2010 and 2009. Participant after-tax contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,000 in 2010 and 2009. 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 2010 and 2009. 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 certain

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

distributions from defined benefit or other 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 equal to amounts contributed by the participant as pre-tax contributions or Roth contributions, including such contributions designated as catch-up contributions up to 5% of eligible compensation (Matching Contribution).

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.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

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

Plan Investments

Participants can invest in any of 14 different asset classes 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. Each asset class has investments in one or more underlying investment vehicles, including 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 are primarily composed of investments in publicly traded common and preferred stocks of domestic and foreign entities, fixed income securities and collective trust funds.

Payments of Benefits

Upon termination of employment, including termination due to disability (as defined in the Plan) or retirement, but excluding termination due to death, participants may elect to receive an amount equal to the 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 (as defined in the Plan), or (e) a rollover distribution to an eligible retirement plan (as defined in the Plan). 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.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

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.

Notes Receivable from Participants

Subject to certain restrictions, a participant can have outstanding up to two loans at any one time from his or her Plan account up to a combined maximum amount (as defined in the Plan) equal to the lesser of (a) 50% of their account balance 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 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 ranging from one 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.

Trustee

Effective, July 1, 2010, Bank of America, N.A. and Northern Trust Company, N.A. are the Plan’s co-trustees. Prior to July 1, 2010, Bank of America, N.A. was the trustee.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

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).

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, 2010 and 2009, the Plan had two security-backed contracts which are fully benefit-responsive investment contracts, sometimes referred to as wrapper contracts. These contracts were issued by financial services companies and are backed by the Plan’s ownership interest in a collective trust fund that invests in fixed income securities. The credit ratings of one contract issuer are “AA-” with a negative outlook by Standard & Poor’s (S&P), “A1” with a negative outlook by Moody’s Investor Services, Inc. (Moody’s), and “aa-” with a stable outlook by A.M. Best Company. The credit ratings of the other issuer are “AA-” with a stable outlook by

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

S&P, “Aa1” with a negative outlook by Moody’s and “AA-” with a stable outlook by Fitch, Inc. 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. 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%.

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

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

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 as of December 31, 2010 and 2009 were 2.2% and 2.9%, respectively, which represent 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, 2010 and 2009, respectively. The yield earned by the Plan with an adjustment to reflect the actual interest rate credited to participants as of December 31, 2010 and 2009 was 3.5% and 3.7%, respectively, which represents the annualized earnings credited to participants divided by the fair value of all security-backed contracts as of December 31, 2010 and 2009, respectively.

Due from/to Brokers

Purchases and sales of investments are recorded on a trade-date basis. Due from brokers and due to brokers arise from unsettled sale and purchase transactions as of December 31, 2010 and 2009.

Change in Method of Accounting for Notes Receivable from Participants

Effective for the year ended December 31, 2010, the Plan adopted a new accounting standard that requires notes receivable from participants to be segregated from Plan investments and measured at their unpaid balance plus any accrued but unpaid interest. As required by this new standard, it has been retrospectively applied to the prior year. The adoption of this new accounting standard did not have any impact on the Plan’s net assets available for benefits.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

Beginning January 1, 2010, the Plan adopted a new accounting standard which requires additional disclosure about the amounts of and reasons for significant transfers between levels of the fair value hierarchy. This standard also clarifies existing disclosure requirements related to the level of disaggregation of fair value measurements for each class of assets and liabilities and disclosures about inputs and valuation techniques used to measure fair value for Level 2 and Level 3 measurements. As this new accounting standard only requires enhanced disclosure, its adoption did not impact the Plan’s net assets available for benefits or changes to net assets available for benefits.

In May 2011, a new accounting standard was issued that amends certain fair value measurement principles, clarifies the application of existing fair value measurement requirements and requires additional disclosures regarding fair value. This new standard is required to be applied prospectively beginning in 2012. The Company is currently evaluating the effect this new accounting standard will have on the Plan’s financial statements.

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 broken down 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

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

used to measure 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 input that is significant to the overall fair value measurement.

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

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

Fair value measurements at December 31, 2010 using

Quoted prices

in active

Significant

markets for

other

Significant

identical

observable

unobservable

assets

inputs

(Level 1)

(Level 2)

(Level 3)

Total

Assets:

Amgen stock

139,405,458

Cash and cash equivalents

19,881,557

Common and preferred stocks:

International growth

93,977,228

Large cap growth

255,478,824

Large cap value

85,741,285

Small-mid cap growth

38,249,402

Small-mid cap value

230,338,562

Other

70,224,981

Debt securities:

U.S. Treasury securities

44,550,895

U.S. government agency securities

62,179,392

Corporate debt securities

23,154,441

Mortgage and asset backed securities

16,770,352

Mutual funds:

High yield debt

55,894,767

Inflation indexed debt

28,201,779

International value

185,682,583

Real estate investment trust index

51,673,083

Other

23,687,490

Collective trust funds:

Capital preservation

226,216,729

Emerging markets equity

116,948,981

Fixed income

16,014,540

Inflation indexed debt

1,995,480

International

16,048,576

Large cap growth

22,395,947

Large cap index

423,896,749

Large cap value

6,184,215

Small-mid cap growth

2,463,833

Small-mid cap index

142,016,186

Small-mid cap value

19,473,575

Short term investments

47,835,124

Other

6,445

820,434

826,879

1,322,994,339

1,144,414,554

2,467,408,893

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)


	Fair value measurements at December 31, 2009 using
	Quoted prices
	in active		Significant
	markets for		other		Significant
	identical		observable		unobservable
	assets		inputs		inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Amgen stock	$	146,061,982	$	-	$	-	$	146,061,982
Cash and cash equivalents		35,862,688		-		-		35,862,688
Common and preferred stocks:
Growth		353,751,058		2,904,921		-		356,655,979
Value		271,739,149		-		-		271,739,149
Other		39,916,055		-		-		39,916,055
Debt securities issued by the
U.S. Treasury and other U.S. government agencies		16,813,537		24,674,652		-		41,488,189
Corporate debt securities		-		24,945,461		-		24,945,461
Other debt securities		-		8,792,806		-		8,792,806
Mutual funds:
Fixed income		50,534,357		-		-		50,534,357
Value		132,761,979		-		-		132,761,979
Other		52,035,159		-		-		52,035,159
Collective trust funds:
Fixed income		-		269,272,488		-		269,272,488
Growth		-		24,377,843		-		24,377,843
Index		-		417,134,838		-		417,134,838
Value		-		36,686,143		-		36,686,143
Emerging markets		-		90,343,861		-		90,343,861
Other		-		1,725,256		-		1,725,256
Other		11,520		767,704		-		779,224

	$	1,099,487,484	$	901,625,973	$	-	$	2,001,113,457

The fair value of common stocks (including Amgen stock), preferred stocks, mutual funds and U.S. treasury securities are valued using quoted market prices in active markets with no valuation adjustment. Common and preferred stocks traded in markets that are not considered active are valued using broker or dealer quotations.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

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 and broker/dealer quotes of the same or similar securities, issuer credit spreads, benchmark securities and, when applicable, prepayment/default projections based on historical data and other observable inputs.

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 for growth and value objectives as well as to replicate domestic and international market indexes and to invest in emerging markets. There are no material redemption restrictions on any of these investments.

4. Investments

The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2010 and 2009 are as follows:


	December 31
	2010		2009

Blackrock Equity Index Fund F – Collective trust fund	$	399,130,479	$	317,966,339
Dodge & Cox International Fund		185,682,583		132,761,979
Amgen stock		139,405,458		146,061,982
Blackrock Extended Equity Market Fund F – Collective trust fund		136,228,720		*
Wells Fargo Fixed Income Fund D - Collective trust fund		125,160,486		115,291,348
Wells Fargo Stable Return Fund G - Collective trust fund		*		101,139,377

*Investment balance was less than 5% of the Plan’s net assets.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

4. Investments (continued)

During the years ended December 31, 2010 and 2009, net realized and unrealized gains/(losses) on the Plan’s investments were as follows:


	Year Ended December 31
	2010			2009

Amgen stock	$	(4,197,153	)	$	(2,886,135	)
Common and preferred stocks		125,807,749			160,930,191
Debt securities		4,194,190			5,448,633
Mutual funds		37,801,688			58,353,945
Collective trust funds		122,475,000			152,712,132
Other		378,324			1,772,700

	$	286,459,798		$	376,331,466

5. Income Tax Status

The Plan received a determination letter from the IRS dated March 27, 2008, 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. Subsequent amendments have been structured and are intended to maintain the Plan’s tax qualified status. 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. The Company has indicated that it currently intends to continue to take the necessary steps to maintain the Plan’s compliance with the applicable requirements of the Code.

Accounting principles generally accepted in the United States require 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, 2010, 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 2007.

6. Services Provided by the Company

During 2010 and 2009, the Company has paid trustee fees and certain other administrative costs on behalf of the Plan.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

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, 2010 and 2009 consisted of the following:


	December 31
	2010			2009
Net assets available for benefits per the financial statements	$	2,499,976,917		$	2,016,097,366
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		7,435,631			3,744,082
Amounts allocated to withdrawing participants		(66,864	)		(359,818	)
Deemed loans		(318,875	)		(199,795	)

Net assets per the Form 5500	$	2,507,026,809		$	2,019,281,835

For the year ended December 31, 2010, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:


	Year Ended
	December 31
	2010

Interest and dividend income	$	24,808,560
Net realized/unrealized gains		286,459,798

Total net investment income per the financial statements		311,268,358
Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
Less prior year adjustment		(3,744,082	)
Add current year adjustment		7,435,631

Total net investment income per the Form 5500	$	314,959,907

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, 2010, the following is a reconciliation of distributions to participants per the financial statements to the Form 5500:


	Year Ended
	December 31
	2010

Total distributions per the financial statements	$	115,056,063
Less prior year amounts allocated to withdrawing participants		(359,818	)
Add current year amounts allocated to withdrawing participants		66,864
Less prior year deemed loan balance		(199,795	)
Add current year deemed loan balance		318,875

Total distributions per the Form 5500	$	114,882,189

Supplemental Schedule

Amgen Retirement and Savings Plan

EIN: 95-3540776 Plan: #001

December 31, 2010

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


Identity of Issue	Description of Investment	Current Value

Amgen stock*	Employer Securities 2,539,262 shares			$	139,405,458

Capital Preservation Asset Class:
Wells Fargo Fixed Income Fund D	Common Collective Trust 10,816,113 units		125,160,486
Wells Fargo Stable Return Fund G	Common Collective Trust 2,067,469 units		101,056,243
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 12,939,056 units		12,939,056
JP Morgan Chase & Company	Wrapper Contract		317,428
Monumental Life Insurance Company	Wrapper Contract		71,198

Total Capital Preservation Asset Class					239,544,411

Emerging Markets Equity Asset Class:
JP Morgan Emerging Markets Equity Focus Fund	Common Collective Trust 1,982,991 units		108,965,368
Northern Trust Collective MSCI Emerging Markets Fund - Non-Lending*	Common Collective Trust 49,007 units		7,983,613

Total Emerging Markets Equity Asset Class					116,948,981

Fixed Income Asset Class:
Northern Trust Collective Aggregate Bond Index Fund - Non-Lending*	Common Collective Trust 141,939 units		16,014,540
United States Treasury Notes 1% Due 4/30/2012	Government Bonds 9,532,000 units		9,609,114
United States Treasury Notes 1.375% Due 3/15/13	Government Bonds 9,060,000 units		9,192,367
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 4,847,330 units		4,847,330
United States Treasury Bonds 8.875% Due 2/15/2019	Government Bonds 3,280,000 units		4,718,077
United States Treasury Bonds 8.875% Due 8/15/2017	Government Bonds 3,125,000 units		4,340,819
United States Treasury Notes 2.625% Due 12/31/2014	Government Bonds 3,526,000 units		3,676,680
United States Treasury Notes 2.25% Due 1/31/2015	Government Bonds 2,580,000 units		2,648,530
United States Treasury Bonds Inflation Index 2.375% Due 1/15/2027	Index Linked Government Bonds 1,230,000 units		1,482,426
Fannie Mae Pool #735581 5% Due 6/01/2035	Government Mortgage Backed Securities 1,292,952 units		1,365,876
United States Treasury Notes 3.125% Due 5/15/2019	Government Bonds 1,230,000 units		1,242,973
United States Treasury Bonds 8.125% Due 8/15/2019	Government Bonds 850,000 units		1,184,223
United States Treasury Bonds 4.375% Due 11/15/2039	Government Bonds 1,176,000 units		1,182,247
United States Treasury Notes 4.75% Due 8/15/2017	Government Bonds 995,000 units		1,128,314
JP Morgan Chase Commercial Mortgage Securities Corporation Series 2005-LDP2 4.78% Due 7/15/2042	Commercial Mortgage Backed Securities 890,000 units		899,494
Federal National Mortgage Association 5.25% Due 8/1/2012	Government Bonds 840,000 units		897,371
United States Treasury Bonds Inflation Index 2.5% Due 1/15/2029	Index Linked Government Bonds 720,000 units		832,204
Fannie Mae Notes 4.625% Due 5/1/2013	Government Bonds 730,000 units		784,767
Fannie Mae Preassign 00015 5.9% Due 7/25/2042	Government Mortgage Backed Securities 708,906 units		781,126
Fannie Mae Capital 0% Due 10/09/2019	Government Bonds 1,210,000 units		764,022
Fannie Mae 0% Due 7/05/2014	Government Bonds 800,000 units		746,562
Federal Home Loan Mortgage Corporation Series 2072 6.5% Due 7/15/2028	Government Mortgage Backed Securities 615,645 units		707,031
Ginnie Mae 5.5% Due 6/20/2035	Government Mortgage Backed Securities 650,000 units		699,734
Fannie Mae Pool #AD0329 6.5% Due 9/01/2028	Government Mortgage Backed Securities 558,931 units		621,484
Federal Home Loan Mortgage Corporation Series 2173 6.5% Due 7/15/2029	Government Mortgage Backed Securities 519,094 units		596,147

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Pool #333873 7% Due 11/01/2025	Government Mortgage Backed Securities 525,892 units		595,461
National Credit Union Association Guaranteed Notes Trust 2010-R3 Due 12/06/2020	Government Mortgage Backed Securities 580,000 units		579,275
Federal Home Loan Mortgage Corporation Pool 5.5% Due 1/1/2038	Government Mortgage Backed Securities 538,887 units		574,947
Ginnie Mae 6% Due 11/16/2032	Government Mortgage Backed Securities 517,000 units		573,383
Fannie Mae Pool 6.0% Due 7/1/2037	Government Mortgage Backed Securities 512,637 units		561,999
Federal Home Loan Mortgage Corporation Series 2461 6.5% Due 6/15/2032	Government Mortgage Backed Securities 495,562 units		550,967
Fannie Mae Pool #995149 6.5% Due 10/01/2038	Government Mortgage Backed Securities 488,214 units		544,378
Fannie Mae Remic Series 2008-75 4.5% Due 9/25/2023	Government Mortgage Backed Securities 500,000 units		535,710
First Franklin Mortgage Loan Trust Series 2005-FF9 Floating Rate Due 10/25/2035	Asset Backed Securities 541,202 units		529,192
Federal Home Loan Mortgage Corporation Pool 5.5% Due 11/1/2037	Government Mortgage Backed Securities 487,121 units		520,630
Fannie Mae Remic Due 4/25/2037	Government Mortgage Backed Securities 467,028 units		514,606
United States Treasury Notes 3% Due 2/28/17	Government Bonds 490,000 units		505,313
Fannie Mae Pool #256601 6% Due 2/01/2027	Government Mortgage Backed Securities 460,558 units		500,875
Federal Home Loan Mortgage Corporation Pool #A57681 6% Due 12/01/2036	Government Mortgage Backed Securities 452,535 units		491,817
Fannie Mae Pool #256556 6% Due 1/01/2027	Government Mortgage Backed Securities 451,918 units		491,479
Ginnie Mae 2004-30 5.5% Due 2/20/2034	Government Mortgage Backed Securities 440,000 units		486,143
Federal Home Loan Mortgage Corporation Pool #G12728 6% Due 7/01/2022	Government Mortgage Backed Securities 441,200 units		480,977
Federal Home Loan Mortgage Corporation Preassign 00162 5.5% Due 9/15/2033	Government Mortgage Backed Securities 440,000 units		478,859
Wachovia Corporation 5.75% Due 2/01/2018	Corporate Bonds 420,000 units		466,327
Fannie Mae Pool #735070 6.5% Due 10/01/2024	Government Mortgage Backed Securities 417,047 units		461,189
AT&T Inc. 5.6% Due 5/15/2018	Corporate Bonds 410,000 units		457,455
Fannie Mae Series 2004-W12 6% Due 7/25/2044	Government Mortgage Backed Securities 413,915 units		456,082
Fannie Mae Remic Trust 2009-108 5% Due 9/25/2039	Government Mortgage Backed Securities 422,918 units		455,578
Fannie Mae Pool #889213 5.5% Due 10/01/2020	Government Mortgage Backed Securities 415,188 units		447,949
Federal Home Loan Mortgage Corporation Preassign 00130 6.5% Due 2/25/2043	Government Mortgage Backed Securities 388,093 units		445,701
United States Treasury Notes 3.625% Due 8/15/2019	Government Bonds 420,000 units		438,769
Federal Home Loan Mortgage Corporation Pool #K00035 6.5% Due 5/01/2037	Government Mortgage Backed Securities 386,671 units		426,925
LB-UBS Commercial Mortgage Trust Due 9/15/2030	Commercial Mortgage Backed Securities 400,000 units		426,644

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Series 2010-111 Class AE 5.5% Due 4/25/2038	Government Mortgage Backed Securities 393,935 units		423,791
General Electric Capital Corporation 2.25% Due 11/19/2015	Corporate Bonds 439,000 units		422,035
United States Treasury 0% Due 2/15/2030	Government Bonds 1,000,000 units		418,105
Fannie Mae Pool #890268 6.5% Due 10/01/2038	Government Mortgage Backed Securities 374,726 units		417,835
Ginnie Mae Pool #711067 5% Due 1/15/2040	Government Mortgage Backed Securities 387,092 units		414,508
Ginnie Mae Pool #711068 5% Due 1/15/2040	Government Mortgage Backed Securities 385,519 units		412,824
Fannie Mae Pool 5.0% Due 6/1/2035	Government Mortgage Backed Securities 389,248 units		411,202
Fannie Mae 2010-19 5% Due 2/25/2021	Government Mortgage Backed Securities 376,545 units		407,252
Federal Home Loan Mortgage Corporation Series 3406 6% Due 1/15/2038	Government Mortgage Backed Securities 370,000 units		407,231
Fannie Mae Preassign 00890 7% Due 11/25/2031	Government Mortgage Backed Securities 336,934 units		397,161
Federal Home Loan Mortgage Corporation 6.15% Due 4/15/2028	Government Mortgage Backed Securities 380,000 units		394,717
CWMBS Inc. Pass-Through 5.25% Due 5/25/2034	Collateralized Mortgage Obligations 380,335 units		393,007
Federal Home Loan Mortgage Corporation Series 2901 4.5% Due 12/15/2019	Government Mortgage Backed Securities 380,000 units		392,233
Fannie Mae Remic Trust 2001-16 6% Due 5/25/2031	Government Mortgage Backed Securities 353,301 units		389,065
Anadarko Petroleum Corporation 6.45% Due 9/15/2036	Corporate Bonds 380,000 units		379,008
Fannie Mae 1993-215 6.5% Due 7/15/2014	Government Mortgage Backed Securities 340,643 units		378,126
Ginnie Mae Pool #782933 6.5% Due 10/15/2023	Government Mortgage Backed Securities 339,006 units		375,858
Fannie Mae Pool #AA8502 6% Due 8/01/2037	Government Mortgage Backed Securities 339,439 units		373,927
Fannie Mae Preassign 00166 6.5% Due 8/25/2036	Government Mortgage Backed Securities 330,000 units		373,009
Federal Home Loan Mortgage Corporation Series 3181 6.5% Due 7/15/2036	Government Mortgage Backed Securities 332,876 units		371,141
Banc America Mortgage Securities Inc. Series 2003-3 5.5% Due 5/25/2033*	Collateralized Mortgage Obligations 360,000 units		366,885
Fannie Mae Preassign 00611 5.5% Due 4/25/2033	Government Mortgage Backed Securities 336,603 units		362,995
Freddie Mac Series 2078 6.5% Due 8/15/2028	Government Mortgage Backed Securities 323,545 units		361,306
Federal Home Loan Mortgage Corporation Pool #A52195 7% Due 9/01/2036	Government Mortgage Backed Securities 313,293 units		357,683
CWMBS Inc. 5.25% Due 5/25/2034	Collateralized Mortgage Obligations 341,138 units		354,576
Ginnie Mae 5.5% Due 11/20/2033	Government Mortgage Backed Securities 325,000 units		352,010
Fannie Mae Pool #745735 5% Due 3/01/2021	Government Mortgage Backed Securities 327,745 units		351,557
Fannie Mae Remic Trust 2002 7% Due 12/25/2041	Government Mortgage Backed Securities 306,303 units		351,252

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Remic Series 2004-68 5% Due 9/25/2029	Government Mortgage Backed Securities 330,000 units		350,416
Federal Home Loan Mortgage Corporation Series 1680 6.5% Due 2/15/2024	Government Mortgage Backed Securities 307,791 units		350,010
Citigroup Mortgage Securities Inc. 2004-4 Remic 5.5% Due 6/25/2034	Collateralized Mortgage Obligations 335,531 units		349,254
Fannie Mae Pool #735439 6% Due 9/01/2019	Government Mortgage Backed Securities 320,455 units		348,846
Ginnie Mae Pool #556303 4.5% Due 12/15/2016	Government Mortgage Backed Securities 327,595 units		348,317
Federal Home Loan Mortgage Corporation Series 1503 7% Due 5/15/2023	Government Mortgage Backed Securities 343,540 units		348,162
Federal Home Loan Mortgage Corporation Pool #A79090 6.5% Due 7/01/2034	Government Mortgage Backed Securities 307,810 units		346,106
Federal Home Loan Mortgage Corporation Due 7/15/2027	Government Mortgage Backed Securities 296,309 units		344,588
Morgan Stanley Mortgage Loan Trust 2004-2AR 5% Due 9/25/2034	Collateralized Mortgage Obligations 333,005 units		343,724
Federal Home Loan Mortgage Corporation Pool #P20410 5.5% Due 10/01/2033	Government Mortgage Backed Securities 321,162 units		342,853
Banc America Mortgage Trust 2006 5 5.41% Due 9/10/2047*	Commercial Mortgage Backed Securities 325,000 units		340,142
Federal Home Loan Mortgage Corporation Series 2003-T57 7% Due 7/25/2043	Government Mortgage Backed Securities 294,180 units		337,760
Fannie Mae Pool #AD0471 5.5% Due 1/01/2024	Government Mortgage Backed Securities 311,707 units		335,523
Washington Mutual Mortgage 5.5% Due 4/25/2033	Collateralized Mortgage Obligations 325,000 units		333,827
Federal Home Loan Mortgage Corporation Pool #G04467 6% Due 9/01/2035	Government Mortgage Backed Securities 302,773 units		332,745
Banc America Mortgage Securities Inc. 5% Due 6/25/2019*	Collateralized Mortgage Obligations 317,674 units		330,359
Freddie Mac Series 2797 4% Due 6/15/2032	Government Mortgage Backed Securities 313,195 units		328,813
Federal Home Loan Mortgage Corporation Preassign 00213 5% Due 7/15/2032	Government Mortgage Backed Securities 308,000 units		328,330
Federal Home Loan Mortgage Corporation 6% Due 7/15/2037	Government Mortgage Backed Securities 300,000 units		327,144
Fannie Mae Pool #AD0584 7% Due 1/01/2039	Government Mortgage Backed Securities 288,488 units		326,879
Fannie Mae Pool #941028 6.5% Due 7/01/2038	Government Mortgage Backed Securities 292,683 units		325,530
Federal Home Loan Mortgage Corporation Series 2843 5% Due 8/15/2019	Government Mortgage Backed Securities 298,000 units		323,112
Citigroup Inc. 8.5% Due 5/22/2019	Corporate Bonds 260,000 units		322,773
Federal Home Loan Mortgage Corporation Series 2864 5.5% Due 7/15/2033	Government Mortgage Backed Securities 290,000 units		319,953
General Electric Capital Corporation Notes 5.625% Due 5/01/2018	Corporate Bonds 290,000 units		316,249
Telefonica 6.221% Due 7/03/2017	Corporate Bonds 290,000 units		311,874
Federal Home Loan Mortgage Corporation Series 3383 5.5% Due 11/15/2027	Government Mortgage Backed Securities 285,000 units		310,628
GMAC Mortgage Loan Trust 2003-J10 4.75% Due 1/25/2019	Collateralized Mortgage Obligations 299,546 units		307,286

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


Identity of Issue	Description of Investment	Current Value

Conoco Inc. 6.95% Due 4/15/2029	Corporate Bonds 250,000 units		307,248
Wachovia Corporation 5.625% Due 10/15/2016	Corporate Bonds 280,000 units		304,596
Fannie Mae Pool #7335503 6% Due 4/01/2035	Government Mortgage Backed Securities 276,308 units		304,382
Federal Home Loan Mortgage Corporation Series 2479 6% Due 8/15/2032	Government Mortgage Backed Securities 275,928 units		301,717
Ginnie Mae Pool #603459 6% Due 1/15/2018	Government Mortgage Backed Securities 273,865 units		298,769
Federal Home Loan Mortgage Corporation Pool #B3-1407 5% Due 7/01/2033	Government Mortgage Backed Securities 289,753 units		297,349
Fannie Mae Remic Trust Pass-Through Variable Rate Due 1/25/2040	Government Mortgage Backed Securities 2,552,233 units		295,891
Resolution FDG Corporation Federal Generic Principle Payment Due 10/15/2019	Government Bonds 400,000 units		294,750
Goldman Sachs Group Inc. 5.375% Due 3/15/2020	Corporate Bonds 280,000 units		289,341
Wachovia Bank National Association 6% Due 11/15/2017	Corporate Bonds 260,000 units		288,461
Fannie Mae Remic Trust 2008-91 Floating Rate Due 3/25/2038	Government Mortgage Backed Securities 2,665,554 units		287,070
Master Asset Security Trust 5.25% Due 7/25/2019	Collateralized Mortgage Obligations 281,217 units		285,615
JP Morgan Mortgage Trust Series 2004-S1 5.5% Due 9/25/2034	Collateralized Mortgage Obligations 275,547 units		284,094
Freddie Mac Series 3605 5.5% Due 6/15/2037	Government Mortgage Backed Securities 265,000 units		283,624
Master Alternative Loan Trust Pass-Through	Collateralized Mortgage Obligations 282,439 units		282,589
CVS Caremark Corporation 6.6% Due 3/15/2019	Corporate Bonds 240,000 units		281,009
Residential Accredited Loans Inc. Pass-Through Series 2003QS7 4.75% Due 4/25/2033	Collateralized Mortgage Obligations 278,127 units		280,633
CWMBS Inc. 4% Due 8/25/2033	Collateralized Mortgage Obligations 282,496 units		280,279
Wells Fargo Mortgage Backed Securities 2004-EE Trust Variable Rate Due 12/25/2034	Collateralized Mortgage Obligations 286,103 units		279,104
Bayview Commercial Asset Trust Variable Rate Due 11/25/2035	Commercial Mortgage Backed Securities 333,814 units		276,736
Comcast Corporation 6.5% Due 1/15/2017	Corporate Bonds 240,000 units		276,665
Wells Fargo Mortgage Backed Securities Due 9/25/2034	Collateralized Mortgage Obligations 278,593 units		276,155
Federal Home Loan Mortgage Corporation Series 2885 6% Due 11/15/2034	Government Mortgage Backed Securities 259,057 units		275,402
Verizon Communications Inc. 5.5% Due 2/15/2018	Corporate Bonds 250,000 units		274,736
Federal Home Loan Mortgage Corporation Series 2347 5.75% Due 8/15/2031	Government Mortgage Backed Securities 249,487 units		274,194
Merrill Lynch & Company Inc. 6.875% Due 4/25/2018*	Corporate Bonds 250,000 units		273,590
Federal Home Loan Mortgage Corporation Preassign 00121 0% Due 7/15/2036	Government Mortgage Backed Securities 301,603 units		273,494
Washington Mutual Mortgage Pass-Through 2.67% Due 8/25/2033	Collateralized Mortgage Obligations 275,299 units		272,292
Banc of America Alternative Loan Trust 5 5% Due 7/25/2018*	Collateralized Mortgage Obligations 264,876 units		272,196
Federal Home Loan Mortgage Corporation Due 3/15/2018	Government Mortgage Backed Securities 250,000 units		270,393

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


Identity of Issue	Description of Investment	Current Value

Federal Home Loan Mortgage Corporation Series 2672 5% Due 11/15/2022	Government Mortgage Backed Securities 250,000 units		268,726
UBS AG Stamford Branch 3.875% Due 1/15/2015	Corporate Bonds 260,000 units		267,962
Ginnie Mae 2007-024 Remic Pass-Through Due 5/20/2037	Government Mortgage Backed Securities 2,231,994 units		265,677
Transocean Inc. 5.25% Due 3/15/2013	Corporate Bonds 250,000 units		263,567
Bank America Corporation 4.875% Due 9/15/2012*	Corporate Bonds 250,000 units		261,034
Thornburg Mortgage Securities Trust 2004-3 Pass-Through Floating Rate Due 11/30/2044	Collateralized Mortgage Obligations 274,953 units		260,963
Fannie Mae Pool #888281 6% Due 4/01/2027	Government Mortgage Backed Securities 239,951 units		260,956
Fannie Mae Pool #576557 6.5% Due 6/01/2019	Government Mortgage Backed Securities 237,315 units		260,535
American Express Credit 5.125% Due 8/25/2014	Corporate Bonds 240,000 units		258,764
Structured Asset Securities Corporation 2003-26A Pass-Through Due 9/25/2033	Collateralized Mortgage Obligations 309,685 units		257,843
Fannie Mae Pool #888890 6.5% Due 10/01/2037	Government Mortgage Backed Securities 231,181 units		257,776
Federal Home Loan Mortgage Corporation Series 2595 5.5% Due 4/15/2023	Government Mortgage Backed Securities 235,000 units		257,638
Structured Asset Securities Corporation 2003-BC10 Pass-Through Due 10/25/2033	Asset Backed Securities 300,000 units		256,928
Ginnie Mae 6% Due 12/20/2039	Government Mortgage Backed Securities 234,913 units		255,242
United States Treasury Notes 1.375% Due 2/15/2013	Government Bonds 250,000 units		253,770
Ginnie Mae 6% Due 8/20/2038	Government Mortgage Backed Securities 231,000 units		252,405
Citigroup Mortgage Loan Trust 2008-AR4 Remic Pass-Through Due 11/25/2038	Collateralized Mortgage Obligations 246,314 units		249,733
Fannie Mae Pool #889665 6% Due 8/01/2037	Government Mortgage Backed Securities 227,789 units		248,300
Ginnie Mae Pool #004318 7% Due 12/20/2038	Government Mortgage Backed Securities 223,725 units		248,173
Fannie Mae Preassign 00491 5% Due 2/25/2018	Government Mortgage Backed Securities 230,000 units		247,994
Fannie Mae 1999-54 6.5% Due 11/25/2029	Government Mortgage Backed Securities 222,527 units		244,943
Occidental Petroleum Corporation 7% Due 11/01/2013	Corporate Bonds 210,000 units		242,807
Federal Home Loan Mortgage Corporation Pool #E90573 6% Due 7/01/2017	Government Mortgage Backed Securities 222,830 units		242,686
Wells Fargo Mortgage Backed Securities 2003-F Variable Rate Due 6/25/2033	Collateralized Mortgage Obligations 235,061 units		241,300
Fannie Mae Pool #351397 7% Due 3/01/2026	Government Mortgage Backed Securities 212,124 units		239,816
Fannie Mae Pool 5.5% Due 11/1/2036	Government Mortgage Backed Securities 223,533 units		239,689
Wells Fargo Mortgage Backed Securities 2004-K Due 7/25/2034	Collateralized Mortgage Obligations 232,249 units		238,918
Master Alternative Loan Trust 2004-3 6.25% Due 4/25/2034	Collateralized Mortgage Obligations 228,348 units		236,436
Caterpillar Financial Services Corporation 6.2% Due 9/30/2013	Corporate Bonds 210,000 units		235,764
Federal Home Loan Mortgage Corporation Series 2649 5.5% Due 10/15/2022	Government Mortgage Backed Securities 215,000 units		235,738

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


Identity of Issue	Description of Investment	Current Value

Residential FDG Mortgage Securities I Inc. 2003-S4 5.75% Due 3/25/2033	Collateralized Mortgage Obligations 224,436 units		235,687
Fannie Mae Pool #256928 6% Due 10/01/2027	Government Mortgage Backed Securities 214,894 units		233,706
Residential Accredited Loans Inc. Pass-Through 5% Due 3/25/2019	Collateralized Mortgage Obligations 224,279 units		233,531
Goldman Sachs Group Inc. 7.5% Due 2/15/2019	Corporate Bonds 200,000 units		233,198
JP Morgan Mortgage Trust Pass-Through Due 4/25/2035	Collateralized Mortgage Obligations 235,000 units		233,039
Citigroup Mortgage Loan Trust 2003-1 5.25% Due 9/25/2033	Collateralized Mortgage Obligations 220,565 units		230,962
Federal Home Loan Mortgage Corporation Series 2557 5.3% Due 1/15/2033	Government Mortgage Backed Securities 217,340 units		230,056
Fannie Mae 0% Due 12/01/2024	Government Mortgage Backed Securities 270,248 units		229,784
John Deere Capital Corporation Notes 4.9% Due 9/09/2013	Corporate Bonds 210,000 units		228,973
BB&T Corporation 3.85% Due 7/27/2012	Corporate Bonds 220,000 units		228,863
Credit Agricole SA 8.375% Floating Rate Due 8/15/2029	Corporate Bonds 220,000 units		226,050
Kraft Foods Inc. 5.375% Due 2/10/2020	Corporate Bonds 210,000 units		226,016
Federal Home Loan Mortgage Corporation Series 2684 0% Due 1/15/2033	Government Mortgage Backed Securities 250,000 units		224,599
Federal Home Loan Mortgage Corporation Pool #E0227 6% Due 11/01/2021	Government Mortgage Backed Securities 204,005 units		223,927
Sequoia Mortgage Trust Floating Rate Due 11/20/2034	Collateralized Mortgage Obligations 240,971 units		223,908
Fannie Mae 2001-T10 Pass-Through 7% Due 12/25/2041	Government Mortgage Backed Securities 194,291 units		223,192
Ginnie Mae 2010-014 0% Due 3/20/2036	Government Mortgage Backed Securities 236,316 units		223,089
General Electric Capital Corporation 6% Due 8/07/2019	Corporate Bonds 200,000 units		222,518
Ginnie Mae 2008-047 Remic 5.25% Due 6/16/2038	Government Mortgage Backed Securities 215,000 units		222,395
Federal Home Loan Mortgage Corporation Series 2669 5.5% Due 8/15/2033	Government Mortgage Backed Securities 216,000 units		221,034
Morgan Stanley Dean Witter Capital I Trust 2003-HYB1 Variable Rate Due 2/25/2033	Collateralized Mortgage Obligations 230,297 units		220,698
Fannie Mae Pool #AE0081 6% Due 7/01/2024	Government Mortgage Backed Securities 201,995 units		220,017
Federal Home Loan Mortgage Corporation Pool 5.891% Due 8/1/2037	Government Mortgage Backed Securities 206,957 units		219,610
Ginnie Mae Pool #699238 6.5% Due 9/15/2023	Government Mortgage Backed Securities 198,809 units		217,417
Morgan Stanley Notes 6.625% Due 4/01/2018	Corporate Bonds 200,000 units		216,954
Fannie Mae Trust 2004 7% Due 2/25/2044	Government Mortgage Backed Securities 183,966 units		216,850
Fannie Mae Remic Series 2004-101 5% Due 1/25/2020	Government Mortgage Backed Securities 200,000 units		216,337
Ginnie Mae 2006-26 Remic 0% Due 6/20/2036	Government Mortgage Backed Securities 249,508 units		216,119
Banc America Commercial Mortgage Inc. 2005-3 Pass-Through 4.727% Due 7/10/2043*	Commercial Mortgage Backed Securities 220,000 units		216,055
Fannie Mae Pool #888366 7% Due 4/01/2037	Government Mortgage Backed Securities 189,658 units		214,779

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Remic Trust 2005-50 Due 6/25/2025	Government Mortgage Backed Securities 200,000 units		214,188
Banc America Mortgage Securities Inc. 2004-3 Pass-Through 5.5% Due 4/25/2034*	Collateralized Mortgage Obligations 210,000 units		214,168
Fannie Mae Remic Trust 2003-84 5% Due 3/25/2032	Government Mortgage Backed Securities 200,000 units		213,307
Ginnie Mae 2010-001 Remic Pass-Through Due 8/16/2039	Government Mortgage Backed Securities 1,710,134 units		212,821
Federal Home Loan Mortgage Corporation Series 1078 6.5% Due 5/15/2021	Government Mortgage Backed Securities 190,095 units		210,860
Banc America Mortgage Securities Inc. Series 2003-8 4.5% Due 10/25/2033*	Collateralized Mortgage Obligations 206,145 units		210,514
Citigroup Inc. 6.01% Due 1/15/2015	Corporate Bonds 190,000 units		208,435
Fannie Mae Remic Series 2007-116 5.5% Due 8/25/2035	Government Mortgage Backed Securities 190,000 units		208,272
General Electric Capital Corporation 5.875% Due 1/14/2038	Corporate Bonds 200,000 units		207,610
United States Treasury Bonds 4.24% Due 5/15/2039	Government Bonds 210,000 units		206,883
Fannie Mae Remic Trust 2010-49 Variable Rate Due 3/25/2040	Government Mortgage Backed Securities 185,736 units		206,358
Federal Home Loan Mortgage Corporation 6% Due 6/15/2033	Government Mortgage Backed Securities 190,000 units		206,245
Federal Home Loan Mortgage Corporation Series 3253 Due 12/15/2021	Government Mortgage Backed Securities 218,159 units		202,779
Simon Property Group Inc. 6.125% Due 5/30/2018	Corporate Bonds 180,000 units		202,310
Toronto Dominion Bank 2.2% Due 7/29/2015	Corporate Bonds 205,000 units		201,654
Fannie Mae 6.5% Due 2/25/2047	Government Mortgage Backed Securities 182,454 units		201,140
British Telecommunications PLC Notes Stepup 12/15/2030	Corporate Bonds 150,000 units		199,925
Devon Energy Corporation 7.95% Due 4/15/2032	Corporate Bonds 150,000 units		199,170
Pfizer Inc. Note 6.2% Due 3/15/2019	Corporate Bonds 170,000 units		199,131
Fannie Mae Remic Series 2007-35 5% Due 9/25/2033	Government Mortgage Backed Securities 187,841 units		198,865
Fannie Mae Remic Pass-Through Trust 2009-112 Floating Rate Due 1/25/2040	Government Mortgage Backed Securities 1,678,496 units		195,659
United States Treasury Notes 4% Due 8/15/2018	Government Bonds 180,000 units		195,061
Structured Asset Securities Corporation Series 2004-6XS Due 3/25/2034	Asset Backed Securities 203,100 units		194,558
Prime Mortgage Trust 2004-2 Pass-Through 4.75% Due 11/25/2019	Collateralized Mortgage Obligations 190,359 units		194,552
Wells Fargo Mortgage Backed Securities 2004-BB Trust Due 1/25/2035	Collateralized Mortgage Obligations 194,013 units		192,042
JP Morgan Remic Series 2010-4 Variable Rate Due 8/26/2035	Collateralized Mortgage Obligations 192,750 units		191,978
Banc America Mortgage Securities 2004-C 3.73055% Due 4/25/2034*	Collateralized Mortgage Obligations 196,171 units		190,123
Federal Home Loan Mortgage Corporation Pool #G30290 6.5% Due 3/01/2026	Government Mortgage Backed Securities 171,707 units		190,107
Fannie Mae Pool #888601 5.5% Due 6/01/2020	Government Mortgage Backed Securities 175,590 units		189,336
Ginnie Mae 2008-091 Remic Pass-Through Due 11/20/2038	Government Mortgage Backed Securities 1,438,593 units		189,047
Banc America Alternative Loan Trust 6 5% Due 7/25/2019*	Collateralized Mortgage Obligations 186,134 units		188,250

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


Identity of Issue	Description of Investment	Current Value

Federal Home Loan Mortgage Corporation Series 2656 5% Due 10/15/2032	Government Mortgage Backed Securities 175,000 units		187,969
Federal Home Loan Mortgage Corporation Series 3688 Variable Rate Due 11/15/2046	Government Mortgage Backed Securities 169,050 units		187,338
Deutsche Telekom International 5.75% Due 3/23/2016	Corporate Bonds 165,000 units		184,798
Ginnie Mae 6.5% Due 6/2/2032	Government Mortgage Backed Securities 163,851 units		184,176
Bank of America Corporation 5.65% Due 5/01/2018*	Corporate Bonds 180,000 units		183,919
Fannie Mae Remic Series 2006-3 Floating Rate Due 11/25/2035	Government Mortgage Backed Securities 176,925 units		183,770
Federal Home Loan Mortgage Corporation Adjustable Rate Due 5/1/2037	Government Mortgage Backed Securities 172,779 units		182,816
Fannie Mae Pool #550382 6.45% Due 7/1/2030	Government Mortgage Backed Securities 161,697 units		182,640
United States Treasury SEC Stripped Interest Payments Due 11/15/2029	Government Bonds 430,000 units		182,015
Federal Home Loan Mortgage Corporation Pool #G12988 6% Due 1/01/2023	Government Mortgage Backed Securities 166,943 units		181,994
Federal Home Loan Mortgage Corporation Series 2046 6.5% Due 4/15/2028	Government Mortgage Backed Securities 167,878 units		179,512
FirstEnergy Corporation 7.375% Due 11/15/31	Corporate Bonds 170,000 units		179,208
Shell International Finance 4.375% Due 3/25/2020	Corporate Bonds 170,000 units		178,306
Federal Home Loan Mortgage Corporation Series 2058 6.5% Due 5/15/2028	Government Mortgage Backed Securities 168,283 units		178,090
Fannie Mae Pool #767867 5.5% Due 3/01/2033	Government Mortgage Backed Securities 164,808 units		177,441
Cobalt CMBS Commercial Mortgage Trust 2006-C1 Pass-Through 5.186% Due 8/01/48	Commercial Mortgage Backed Securities 170,000 units		176,951
Banc America Commercial Mortgage Trust 2006-3 Due 7/10/2044*	Commercial Mortgage Backed Securities 165,000 units		176,233
Oncor Electric Delivery Company 6.8% Due 9/1/2018	Corporate Bonds 150,000 units		175,586
Baker Hughes Inc. 7.5% Due 11/15/2018	Corporate Bonds 140,000 units		175,552
Fannie Mae Remic Series 1997-57 5% Due 9/18/2027	Government Mortgage Backed Securities 165,816 units		174,314
Centex Home Equity 4.68% Due 6/25/2032	Asset Backed Securities 175,000 units		173,143
Barclays Bank 5.2% Due 7/10/2014	Corporate Bonds 160,000 units		172,813
Fannie Mae Remic Trust 2001-81 6.5% Due 1/25/2032	Government Mortgage Backed Securities 154,316 units		172,051
GlaxoSmithKline 5.65% Due 5/15/2018	Corporate Bonds 150,000 units		171,514
Federal Home Loan Mortgage Corporation Series 3201 Floating Rate Due 8/15/2036	Government Mortgage Backed Securities 1,219,327 units		171,259
Fannie Mae Series 390 Variable Rate Due 6/25/2038	Government Mortgage Backed Securities 1,219,196 units		170,659
Fannie Mae 2001-82 6.5% Due 1/25/2032	Government Mortgage Backed Securities 152,479 units		170,104
Residential Accredited Loans Inc. Pass-Through Series 2004-QS7 5.5% Due 5/25/2034	Collateralized Mortgage Obligations 215,264 units		169,796
Sequoia Mortgage Trust Variable Rate Due 9/20/2034	Collateralized Mortgage Obligations 186,706 units		169,040
Ginnie Mae Remic Series 2008-40 Due 5/16/2038	Government Mortgage Backed Securities 1,123,633 units		168,409
Wellpoint Inc. 5.875% Due 6/15/2017	Corporate Bonds 150,000 units		167,670

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


Identity of Issue	Description of Investment		Current Value

Fannie Mae Preassign 00277 5.5% Due 2/25/2033	Government Mortgage Backed Securities 155,000 units			166,823
Bank of America Auto Trust 1.31% Due 7/15/2014*	Asset Backed Securities 165,000 units			166,290
General Electric Capital Corporation 5.9% Due 5/13/2014	Corporate Bonds 150,000 units			166,014
Indymac Mortgage Backed Securities Inc. 4.75% Due 2/25/2019	Asset Backed Securities 160,997 units			165,675
Fannie Mae Pool #889213 6% Due 4/01/2034	Government Mortgage Backed Securities 153,862 units			165,513
Fannie Mae Remic Trust 2001-38 Principal Only Due 8/25/2031	Government Mortgage Backed Securities 188,815 units			165,462
Berkshire Hathaway Inc. 3.2% Due 2/11/2015	Corporate Bonds 160,000 units			165,101
Pacific Gas & Electric Company 6.05% Due 3/01/2034	Corporate Bonds 150,000 units			164,235
Fannie Mae Pool #550389 6.45% Due 9/1/2030	Government Mortgage Backed Securities 145,216 units			164,025
Hertz Vehicle Financing LLC 5.29% Due 3/25/2016	Asset Backed Securities 150,000 units			162,923
Duke Energy Corporation 5.625% Due 11/30/2012	Corporate Bonds 150,000 units			162,543
Ginnie Mae 2009-106 Due 6/20/2037	Government Mortgage Backed Securities 1,224,599 units	��		161,980
Ginnie Mae Remic Series 2007-16 Floating Rate Due 4/20/2037	Government Mortgage Backed Securities 1,125,833 units			160,612
Wells Fargo Mortgage Backed Securities 2004-EE Trust Variable Rate Due 12/25/2034	Collateralized Mortgage Obligations 162,822 units			159,957
Federal Home Loan Mortgage Corporation Series 2934 Due 2/15/2020	Government Mortgage Backed Securities 175,946 units			158,924
Countrywide Financial Corporation Notes 5.8% Due 6/07/2012*	Corporate Bonds 150,000 units			157,815
CitiFinancial Mortgage 5.348% Due 8/25/2033	Asset Backed Securities 160,999 units			157,608
United States Treasury Notes 3.25% Due 12/31/2016	Government Bonds 150,000 units			157,125
Federal Home Loan Mortgage Corporation Series 2994 5% Due 6/15/2035	Government Mortgage Backed Securities 149,000 units			157,090
Federal Home Loan Mortgage Corporation Pool #C9-0767 6% Due 12/01/2023	Government Mortgage Backed Securities 142,590 units			156,728
Morgan Stanley Notes 5.625% Due 1/9/2012	Corporate Bonds 150,000 units			156,622
Ginnie Mae Pool #534607 6.45% Due 8/15/2030	Government Mortgage Backed Securities 134,769 units			152,587
Ginnie Mae 5.5% Due 6/20/2038	Government Mortgage Backed Securities 142,000 units			152,321
Time Warner Cable Inc. 7.3% Due 7/1/2038	Corporate Bonds 130,000 units			152,011
Federal Home Loan Mortgage Corporation Pool #A72934 8% Due 2/01/2038	Government Mortgage Backed Securities 139,798 units			151,416
Federal Home Loan Mortgage Corporation Preassign 00603 Due 2/15/2020	Government Mortgage Backed Securities 1,090,863 units			150,326
UnitedHealth Group Inc. 4.875% Due 2/15/2013	Corporate Bonds 140,000 units			149,050
Fannie Mae Pool #745406 6% Due 3/01/2021	Government Mortgage Backed Securities 135,304 units			147,587
Fannie Mae Preassign 00472 7% Due 7/25/2042	Government Mortgage Backed Securities 124,484 units			146,736
Banc America Mortgage Securities Inc. 2004-11 5.75% Due 12/25/2024*	Collateralized Mortgage Obligations 145,203 units			146,317
Nordea Bank 7% Due 11/13/2014	Corporate Bonds 140,000 units			144,307
Ginnie Mae Remic Series 2008-073 Due 8/20/2038	Government Mortgage Backed Securities 1,148,604 units			143,909
Verizon Communications Inc. 6.4% Due 2/15/2038	Corporate Bonds 130,000 units			143,804
Telecom Italia Capital 5.25% Due 10/01/2015	Corporate Bonds 140,000 units			143,340

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


Identity of Issue	Description of Investment	Current Value

Ginnie Mae 2006-023 Remic Floating Rate Due 1/20/2036	Government Mortgage Backed Securities 1,245,481 units		142,324
Royal Bank of Scotland 6.4% Due 10/21/2019	Corporate Bonds 140,000 units		140,889
Ginnie Mae 2007-058 Remic Pass-Through Due 10/20/2037	Government Mortgage Backed Securities 1,210,518 units		140,385
Fortune Brands Inc. 5.125% Due 1/15/2011	Corporate Bonds 140,000 units		140,136
Federal Home Loan Mortgage Corporation Series 2648 Due 7/15/2033	Government Mortgage Backed Securities 144,783 units		138,159
Bayview Commercial Asset Trust Variable Rate Due 1/25/2036	Collateralized Mortgage Obligations 189,658 units		136,836
Ginnie Mae 2007-059 Remic Pass-Through Due 4/20/2037	Government Mortgage Backed Securities 1,117,079 units		136,613
Government National Mortgage Association 2008-050 Remic Pass-Through 6% Due 6/20/2038	Government Mortgage Backed Securities 123,000 units		134,544
Ginnie Mae Pool #614616 Series 2018 5.5% Due 7/15/2018	Government Mortgage Backed Securities 123,495 units		133,838
Fannie Mae Preassign 00506 Due 4/25/2017	Government Mortgage Backed Securities 123,171 units		133,170
Citigroup Inc. 6.875% Due 3/5/2038	Corporate Bonds 120,000 units		133,109
Ginnie Mae 2008-60 5.5% Due 7/16/2023	Government Mortgage Backed Securities 120,000 units		132,852
Fannie Mae Pool #254179 6% Due 1/01/2022	Government Mortgage Backed Securities 120,612 units		132,640
Equity One ABS Inc. 5.05% Due 9/25/2033	Asset Backed Securities 155,959 units		132,105
Fannie Mae Remic Trust 2004-70 Due 10/25/2024	Government Mortgage Backed Securities 125,000 units		131,739
Fannie Mae Remic Trust 1997-89 7% Due 12/20/2027	Government Mortgage Backed Securities 572,878 units		131,257
Federal Home Loan Mortgage Corporation Pool #M30285 5% Due 2/01/2018	Government Mortgage Backed Securities 124,782 units		130,997
BP Capital Markets PLC 5.25% Due 11/07/2013	Corporate Bonds 120,000 units		129,962
Federal Home Loan Mortgage Corporation Preassign 00890 Due 4/15/2036	Government Mortgage Backed Securities 146,374 units		129,212
Fannie Mae Remic Series 2003-47 5.75% Due 6/25/2033	Government Mortgage Backed Securities 119,000 units		129,160
Dominion Resources Inc. 5.7% Due 9/17/2012	Corporate Bonds 120,000 units		129,125
Federal Home Loan Mortgage Corporation Gold Pool 6.5% Due 4/01/2021	Government Mortgage Backed Securities 116,301 units		128,764
Merrill Lynch & Company Inc. 6.15% Due 4/25/2013*	Corporate Bonds 120,000 units		128,761
GS Mortgage Securities Corporation 2005-RP2 Variable Rate Due 3/25/2035	Collateralized Mortgage Obligations 152,198 units		127,889
Ally Auto 1.55% Due 10/15/2014	Asset Backed Securities 129,000 units		127,438
Wachovia Commercial Mortgage Trust 2005-C21 5.203% Due 10/15/2044	Commercial Mortgage Backed Securities 120,000 units		124,172
Fannie Mae Remic Trust 2005-97 5.5% Due 11/25/2035	Government Mortgage Backed Securities 114,402 units		124,108
Federal Home Loan Mortgage Corporation Series 2684 0% Due 10/15/2033	Government Mortgage Backed Securities 131,984 units		124,006
Chase FDG Mortgage Loan 4.499% Due 8/25/2030	Asset Backed Securities 123,905 units		122,952
Ginnie Mae Floating 2004-86 Remic Pass-Through Due 9/20/2034	Government Mortgage Backed Securities 1,101,998 units		121,839
Federal Home Loan Mortgage Corporation Preassign 00055 1.375% Due 1/09/2013	Government Bonds 120,000 units		121,541

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


Identity of Issue	Description of Investment	Current Value

DiamlerChrysler Note 5.875% Due 3/15/11	Corporate Bonds 120,000 units		121,217
Fannie Mae Remic Trust 2010-35 Variable Rate Due 4/25/2040	Government Mortgage Backed Securities 967,527 units		121,171
HSBC Bank PLC 6.299% Due 5/17/2017	Corporate Bonds 120,000 units		121,002
Wells Fargo Mortgage Backed Securities 2003-A Trust Due 2/25/2033	Collateralized Mortgage Obligations 131,544 units		119,755
Washington Mutual Variable Rate Pass-Through Due 9/25/2033	Collateralized Mortgage Obligations 123,839 units		119,234
XTO Energy Inc. 7.5% Due 4/15/2012	Corporate Bonds 110,000 units		119,128
Ginnie Mae 6% Due 6/20/2032	Government Mortgage Backed Securities 110,095 units		119,109
Ginnie Mae Pool #534855 6.45% Due 11/15/2030	Government Mortgage Backed Securities 104,967 units		118,845
Credit Suisse First Boston Securities Corporation Series 2006-C1 Floating Rate Due 2/15/2039	Commercial Mortgage Backed Securities 110,000 units		118,367
Fannie Mae Remic Series 2004-36 Due 5/25/2034	Government Mortgage Backed Securities 93,226 units		118,325
Ginnie Mae Remic Series 1997-16 Due 10/20/2027	Government Mortgage Backed Securities 514,949 units		118,051
Citigroup Commercial Mortgage Trust Series 2005-C3 Due 5/15/2043	Commercial Mortgage Backed Securities 115,000 units		117,801
Fannie Mae Pool 5.5% Due 2/1/2036	Government Mortgage Backed Securities 109,429 units		117,338
Fannie Mae Series 2003-59 4.5% Due 8/25/2018	Government Mortgage Backed Securities 113,683 units		116,569
Roche Holdings Inc. Note 6% Due 3/1/2019	Corporate Bonds 100,000 units		116,284
HSBC Home Equity Loan Trust Series 2006-1 Due 1/20/2036	Asset Backed Securities 125,861 units		116,189
United States Treasury Bonds 6.375% Due 8/15/27	Government Bonds 90,000 units		115,819
Federal Home Loan Mortgage Corporation Series 3218 Floating Rate Due 9/15/2026	Government Mortgage Backed Securities 743,077 units		115,756
Ginnie Mae Remic Series 2006-26 Due 6/20/2036	Government Mortgage Backed Securities 890,061 units		113,651
Ginnie Mae Pool #534720 6.45% Due 9/15/2030	Government Mortgage Backed Securities 99,878 units		113,083
Ontario Province Canada Due 10/07/2019	Municipal/Provincial Bonds 110,000 units		113,000
Federal Agricultural Mortgage Corporation 3.875% Due 8/19/2011	Government Bonds 110,000 units		112,421
Fannie Mae Remic 390 Due 7/25/2023	Government Mortgage Backed Securities 948,682 units		110,408
Morgan Stanley Capital I Inc. 2004-HQ3 4.8% Due 1/13/2041	Commercial Mortgage Backed Securities105,000 units		110,003
Ginnie Mae 2010-014 Remic Pass-Through Due 12/20/2032	Government Mortgage Backed Securities 120,107 units		109,881
General Electric Capital Corporation Notes 5.625% Due 9/15/2017	Corporate Bonds 100,000 units		109,650
United States Treasury Notes 1% Due 8/31/2011	Government Bonds 109,000 units		109,549
Credit Suisse First Boston 5.125% Due 1/15/2014	Corporate Bonds 100,000 units		108,821
MetLife Global 5.125% Due 6/10/2014	Corporate Bonds 100,000 units		108,775
Fannie Mae Remic Trust 2006-20 Variable Rate Due 4/25/2036	Government Mortgage Backed Securities 760,349 units		108,236
Amerada Hess Corporation 7.3% Due 8/15/2031	Corporate Bonds 90,000 units		107,938
Banc America Commercial Mortgage Inc. 2005-6 5.195% Due 9/10/2047*	Commercial Mortgage Backed Securities100,000 units		107,406
General Electric Capital Corporation 5.5% Due 1/08/2020	Corporate Bonds 100,000 units		106,949

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Preassign 00033 5% Due 3/25/2032	Government Mortgage Backed Securities 100,000 units		106,521
GMAC Commercial Mortgage Securities 5.238% Due 11/10/2045	Commercial Mortgage Backed Securities100,000 units		106,116
Ginnie Mae 2003-018 Floating Rate Due 9/20/2032	Government Mortgage Backed Securities 89,877 units		105,541
Federal Home Loan Mortgage Corporation Pool 5.5% Due 11/1/2035	Government Mortgage Backed Securities 98,206 units		105,268
Fannie Mae Preassign 00059 6.5% Due 2/25/2044	Government Mortgage Backed Securities 92,120 units		104,579
Ginnie Mae Remic Series 2008-79 Due 9/20/2038	Government Mortgage Backed Securities 713,306 units		104,352
Federal Home Loan Mortgage Corporation Due 12/15/2032	Government Mortgage Backed Securities 116,016 units		104,218
Federal Home Loan Mortgage Corporation Series 3593 Floating Rate Due 11/15/2024	Government Mortgage Backed Securities 837,443 units		103,773
Commonwealth Bank of Australia 3.75% Due 10/15/2014	Corporate Bonds 100,000 units		103,740
Rabobank Nederland Variable Rate Due 12/29/2049	Corporate Bonds 80,000 units		103,400
Nordea Bank 4.875% Due 1/27/2020	Corporate Bonds 100,000 units		102,590
Federal Home Loan Mortgage Corporation Series 2755 Due 2/15/2029	Government Mortgage Backed Securities 105,009 units		102,384
MetLife Global 2.5% Due 1/11/2013	Corporate Bonds 100,000 units		102,184
Ontario Province Canada Bond 2.7% Due 6/16/2015	Municipal/Provincial Bonds 100,000 units		101,804
Federal Home Loan Mortgage Corporation Pool #G02809 3.5% Due 5/01/2036	Government Mortgage Backed Securities 91,011 units		101,737
Federal Home Loan Mortgage Corporation Pool #M30277 5% Due 11/01/2017	Government Mortgage Backed Securities 95,919 units		100,696
Ginnie Mae 5.25% Due 3/20/2038	Government Mortgage Backed Securities 100,000 units		100,694
Federal Home Loan Mortgage Corporation Pool #G13390 6% Due 1/01/2024	Government Mortgage Backed Securities 91,970 units		100,434
Michigan Indiana Power Company 7% Due 3/15/2019	Corporate Bonds 85,000 units		100,361
Federal Home Loan Mortgage Corporation Series 10 Due 7/15/2019	Government Mortgage Backed Securities 90,344 units		100,002
Fannie Mae Remic Trust 2001-4 7% Due 3/25/2021	Government Mortgage Backed Securities 91,477 units		99,856
Citigroup Inc. 6.125% Due 11/21/2017	Corporate Bonds 90,000 units		98,630
Total Capital 2.3% Due 3/15/2016	Corporate Bonds 100,000 units		97,687
Morgan Stanley Corporation 3.45% Due 2/11/2015	Corporate Bonds 100,000 units		97,496
Federal Home Loan Mortgage Corporation Series 2626 Due 6/15/2033	Government Mortgage Backed Securities 101,770 units		97,313
Federal Home Loan Mortgage Corporation Series 3306 Floating Rate Due 4/15/2037	Government Mortgage Backed Securities 99,615 units		96,302
Fannie Mae Pool #550390 6.45% Due 10/01/2030	Government Mortgage Backed Securities 84,951 units		95,954
Bank of Nova Scotia 1.65% Due 10/29/2015	Corporate Bonds 100,000 units		95,588
Fannie Mae Remic Trust 2005-103 Variable Rate Due 7/25/2035	Government Mortgage Backed Securities 92,569 units		94,960
Time Warner Cable 6.75% Due 7/01/2018	Corporate Bonds 80,000 units		93,254
Fannie Mae Preassign 00869 Due 12/25/2032	Government Mortgage Backed Securities 80,855 units		93,222
American Express Company 7% Due 3/19/2018	Corporate Bonds 80,000 units		93,182
Boeing Company 6% Due 3/15/2019	Corporate Bonds 80,000 units		92,042

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


Identity of Issue	Description of Investment	Current Value

Ginnie Mae 5.25% Due 4/20/2038	Government Mortgage Backed Securities 94,000 units		91,771
Fannie Mae Pool #745948 6.5% Due 10/01/2036	Government Mortgage Backed Securities 80,970 units		90,284
Ginnie Mae 2008-069 Remic Pass-Through 5.75% Due 8/20/2038	Government Mortgage Backed Securities 85,291 units		90,116
Apache Corporation 6% Due 9/15/2013	Corporate Bonds 80,000 units		89,832
Diageo Capital PLC 4.828% Due 7/15/2020	Corporate Bonds 85,000 units		89,689
Time Warner Cable Inc. 8.75% Due 2/14/2019	Corporate Bonds 70,000 units		89,073
Ginnie Mae Pool #535143 6.45% Due 1/15/2031	Government Mortgage Backed Securities 78,644 units		89,041
Wyeth 5.95% Due 4/01/2037	Corporate Bonds 80,000 units		88,530
Federal Home Loan Mortgage Corporation 0% Due 11/15/2037	Government Mortgage Backed Securities 104,257 units		88,407
Ahheuser Busch InBev Worldwide Inc. Note 5.375% Due 11/15/2014	Corporate Bonds 80,000 units		88,140
Apache Corporation 6% Due 1/15/2037	Corporate Bonds 80,000 units		87,977
Cleveland Electric Illumination Company 5.65% Due 12/15/2013	Corporate Bonds 80,000 units		87,479
Capital One Financial Corporation 6.75% Due 9/15/2017	Corporate Bonds 75,000 units		86,427
Delta Air Lines Inc. 6.821% Due 8/10/2022	Corporate Bonds 81,256 units		86,131
Federal Home Loan Mortgage Corporation Series 3117 Due 2/15/2036	Government Mortgage Backed Securities 98,354 units		85,400
United States Treasury Bonds Inflation Index 1.75% Due 1/15/2028	Index Linked Government Bonds 80,000 units		85,016
Federal Home Loan Mortgage Corporation Series 3117 Due 2/15/2036	Government Mortgage Backed Securities 97,077 units		84,784
Ginnie Mae Pool #535166 6.45% Due 1/15/2031	Government Mortgage Backed Securities 74,707 units		84,584
Tennessee Valley Authority Global Power Bond 2009 Series C 5.25% Due 9/15/2039	Government Bonds 80,000 units		84,577
Blackrock Inc. 6.25% Due 9/15/2017*	Corporate Bonds 75,000 units		84,427
First Horizon Pass-Through Series 2003-7 4.5% Due 9/25/2018	Collateralized Mortgage Obligations 82,218 units		84,391
HSBC Home Equity Loan Trust Series 2005-2 Due 1/20/2035	Asset Backed Securities 90,939 units		83,628
Federal Home Loan Mortgage Corporation Series 2611 Due 5/15/2033	Government Mortgage Backed Securities 75,286 units		83,501
MidAmerican Energy 5.3% Due 3/15/2018	Corporate Bonds 75,000 units		83,250
Kaupthing Bank 7.625% Due 12/31/2040	Corporate Bonds 310,000 units		82,925
BB&T Corporation 6.5% Due 8/01/2011	Corporate Bonds 80,000 units		82,571
Goldman Sachs 3.7% Due 8/01/2015	Corporate Bonds 81,000 units		82,532
Federal Home Loan Mortgage Corporation Floating Rate Due 4/15/2037	Government Mortgage Backed Securities 86,154 units		82,368
Macquarie Group Ltd. 7.3% Due 8/01/2014	Corporate Bonds 75,000 units		81,904
Nelnet Student Loan Trust Floating Rate Due 4/25/2024	Asset Backed Securities 80,000 units		81,880
Port Authority NY & NJ 5.647% Due 11/01/2040	Municipal/Provincial Bonds 85,000 units		81,424
Ginnie Mae 2002-41 Remic Trust Due 6/16/2032	Government Mortgage Backed Securities 448,881 units		81,294
Fannie Mae Preassign 00464 Due 1/25/2036	Government Mortgage Backed Securities 86,208 units		80,081
Federal Home Loan Mortgage Corporation Series 2650 Due 12/15/2032	Government Mortgage Backed Securities 87,302 units		78,513
Nomura Holdings Inc. 5% Due 3/04/2015	Corporate Bonds 75,000 units		78,194
Time Warner Cable 6.75% Due 6/15/2039	Corporate Bonds 70,000 units		77,313
Ginnie Mae 2003-112 Floating Rate Due 10/20/2032	Government Mortgage Backed Securities 500,000 units		76,876

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


Identity of Issue	Description of Investment	Current Value

Time Warner Entertainment 8.375% Due 7/15/2033	Corporate Bonds 60,000 units		75,719
Fannie Mae 6% Due 4/18/2036	Government Bonds 70,000 units		75,618
Fannie Mae Remic Trust 2010-43 Due 2/25/2025	Government Mortgage Backed Securities 873,676 units		74,788
Fannie Mae Remic Trust 2009-15 Variable Rate Due 3/25/2024	Government Mortgage Backed Securities 619,402 units		72,886
Federal Home Loan Mortgage Corporation Pool #B3-1151 6.5% Due 11/01/2031	Government Mortgage Backed Securities 66,372 units		71,669
Ginnie Mae 2010-014 Remic Pass-Through Due 6/16/2033	Government Mortgage Backed Securities 73,565 units		70,964
Fannie Mae Series 331 Variable Rate Due 2/01/2033	Government Mortgage Backed Securities 322,364 units		70,581
United States Treasury Bonds Inflation Index 2% Due 1/15/2026	Index Linked Government Bonds 60,000 units		70,200
Federal Home Loan Mortgage Corporation Pool 5.697% Due 4/1/2037	Government Mortgage Backed Securities 66,094 units		69,911
Ginnie Mae Pool #534544 6.45% Due 8/15/2030	Government Mortgage Backed Securities 61,197 units		69,287
Fannie Mae 2003-45 5.5% Due 6/25/2033	Government Mortgage Backed Securities 64,000 units		68,786
Rio Tinto Financial USA 3.5% Due 11/02/2020	Corporate Bonds 72,000 units		68,347
Ginnie Mae 2009-010 Remic Pass-Through Due 3/16/2034	Government Mortgage Backed Securities 569,009 units		67,387
Citigroup Inc. 6.375% Due 8/12/2014	Corporate Bonds 60,000 units		66,312
Federal Home Loan Mortgage Corporation Floating Rate Due 10/15/2040	Government Mortgage Backed Securities 403,990 units		66,050
Anheuser Busch Note 5.375% Due 1/15/2020	Corporate Bonds 60,000 units		65,015
Federal Home Loan Mortgage Corporation Series 3101 5.5% Due 1/15/2036	Government Mortgage Backed Securities 60,000 units		64,470
Fannie Mae Pool 5.5% Due 6/1/2036	Government Mortgage Backed Securities 59,612 units		64,256
Boeing Capital Corporation 4.7% Due 10/27/2019	Corporate Bonds 60,000 units		63,612
Fannie Mae Pool #563943 6.45% Due 1/01/2031	Government Mortgage Backed Securities 55,579 units		62,778
Fannie Mae Interest Strip Due 11/15/2021	Government Mortgage Backed Securities 100,000 units		62,618
Hewlett-Packard Company 6.125% Due 3/1/2014	Corporate Bonds 55,000 units		62,283
Countrywide Financial Corporation Notes 6.25% Due 5/15/2015*	Corporate Bonds 60,000 units		61,529
FPL Group Capital Inc. 7.875% Due 12/15/2015	Corporate Bonds 50,000 units		60,277
Fannie Mae Remic Trust 2006-21 5.5% Due 3/25/2029	Government Mortgage Backed Securities 56,082 units		59,088
News America Inc. 7.625% Due 11/30/2028	Corporate Bonds 50,000 units		58,267
PPG Industries Inc. 7.4% Due 8/15/2019	Corporate Bonds 50,000 units		58,064
Bear Stearns Commercial Mortgage Securities Inc. Series 2005-PWR9 4.871% Due 9/15/2015	Commercial Mortgage Backed Securities 55,000 units		57,940
PNC FDG Corporation Note 6.7% Due 6/10/2019	Corporate Bonds 50,000 units		57,567
Jeffries Group 8.5% Due 7/15/2019	Corporate Bonds 50,000 units		57,169
Cisco Systems Inc. 5.5% Due 2/22/2016	Corporate Bonds 50,000 units		57,056
Merrill Lynch Mortgage Trust Series 2005-LC1 Due 1/12/2044*	Commercial Mortgage Backed Securities 60,000 units		56,764
Union Pacific Corporation 5.75% Due 11/15/2017	Corporate Bonds 50,000 units		56,140
Freddie Mac Series 2643 Due 3/15/2032	Government Mortgage Backed Securities 36,152 units		56,066

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


Identity of Issue	Description of Investment	Current Value

Verizon Global 7.375% Due 9/1/2012	Corporate Bonds 50,000 units		55,204
Praxair Inc. 5.2% Due 3/15/2017	Corporate Bonds 50,000 units		55,092
Goldman Sachs Group Inc. 6.15% Due 4/01/2018	Corporate Bonds 50,000 units		55,060
Federal Home Loan Mortgage Corporation Series 3213 6% Due 9/15/2036	Government Mortgage Backed Securities 50,000 units		54,631
Dow Chemical Company 4.25% Due 11/15/2020	Corporate Bonds 57,000 units		54,600
Intuit Inc. 5.75% Due 3/15/2017	Corporate Bonds 50,000 units		54,510
Union Pacific Corporation 5.45% Due 1/31/2013	Corporate Bonds 50,000 units		54,008
Deutsche Bank 4.875% Due 5/20/2013	Corporate Bonds 50,000 units		53,611
Bunge Limited Finance Corporation 5.875% Due 5/15/2013	Corporate Bonds 50,000 units		53,529
AT&T Inc. 6.3% Due 1/15/2038	Corporate Bonds 50,000 units		52,747
Bank of New York Inc. 4.6% Due 1/15/2020	Corporate Bonds 50,000 units		52,464
Alberta Energy Ltd. 7.375% Due 11/01/2031	Corporate Bonds 45,000 units		51,703
American Municipal Power Ohio Inc. Rev. 7.499% Due 2/15/2050	Municipal/Provincial Bonds 50,000 units		51,390
Waste Management Inc. of Delaware 4.75% Due 6/20/2020	Corporate Bonds 50,000 units		51,267
Morgan Stanley 4.75% Due 4/1/2014	Corporate Bonds 50,000 units		51,201
Arrow Electronics Inc. 6% Due 4/1/2020	Corporate Bonds 50,000 units		51,060
New York Life Global Due 5/04/2015	Corporate Bonds 50,000 units		51,038
Lockheed Martin 4.25% Due 11/15/2019	Corporate Bonds 50,000 units		50,834
Bank of New York Inc. 2.95% Due 6/18/2015	Corporate Bonds 50,000 units		50,641
Federal Home Loan Mortgage Corporation Series 3171 Due 6/15/2036	Government Mortgage Backed Securities 60,064 units		50,516
SunTrust Banks Inc. 5.25% Due 11/05/2012	Corporate Bonds 47,000 units		49,501
Duke Capital Corporation 8% Due 10/01/2019	Corporate Bonds 40,000 units		48,730
CSX Corporation 6.25% Due 3/15/2018	Corporate Bonds 40,000 units		45,886
Fannie Mae 5% Due 3/25/2023	Government Mortgage Backed Securities 406,340 units		44,304
Dell Inc. 5.875% Due 6/15/2019	Corporate Bonds 40,000 units		43,767
Allstate Life 5.375% Due 4/30/2013	Corporate Bonds 40,000 units		43,558
Fannie Mae Remic Trust 1993-G17 Variable Rate Due 4/25/2023	Government Mortgage Backed Securities 198,824 units		43,315
Principal Life Inc. 5.3% Due 12/14/2012	Corporate Bonds 40,000 units		43,032
Telecom Italia Capital 6.999% Due 6/04/2018	Corporate Bonds 40,000 units		42,353
Pitney Bowes Inc. 5.875% Due 8/15/2014	Corporate Bonds 40,000 units		42,128
Commonwealth Bank of Australia 5.0% Due 10/15/2019	Corporate Bonds 40,000 units		41,869
Fannie Mae Pool #550387 6.45% Due 8/01/2030	Government Mortgage Backed Securities 37,011 units		41,805
BP Capital Markets PLC 3.875% Due 3/10/2015	Corporate Bonds 40,000 units		41,260
Wells Fargo & Company 5.3% Due 8/26/11	Corporate Bonds 40,000 units		41,228
Federal Home Loan Mortgage Corporation Pool #M30262 5% Due 3/1/2017	Government Mortgage Backed Securities 38,576 units		40,498
Delta Air Lines Inc. 4.95% Due 5/23/2019	Corporate Bonds 40,000 units		40,150
PNC FDG Corporation 5.25% Due 11/15/2015	Corporate Bonds 36,000 units		38,527
Ginnie Mae 2008-060 Remic Pass-Through 5.5% Due 7/20/2038	Government Mortgage Backed Securities 35,000 units		37,482
PNC FDG Corporation 5.625% Due 2/01/2017	Corporate Bonds 35,000 units		37,413
Time Warner Cable 8.25% Due 4/01/2019	Corporate Bonds 30,000 units		37,265
Federal Home Loan Mortgage Corporation Series 3058 0% Due 10/15/2035	Government Mortgage Backed Securities 39,461 units		36,874
CME Group Inc. 5.75% Due 2/01/2014	Corporate Bonds 33,000 units		36,539

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


Identity of Issue	Description of Investment	Current Value

Fannie Mae Remic Trust 1997-30 Due 5/18/2027	Government Mortgage Backed Securities 154,490 units		36,420
Ginnie Mae 2001-53 Remic Trust Due 10/20/2031	Government Mortgage Backed Securities 299,787 units		35,910
Fannie Mae 2009-18 Due 3/25/2024	Government Mortgage Backed Securities 307,637 units		35,575
Viacom Inc. 7.875% Due 7/30/2030	Corporate Bonds 30,000 units		35,421
Public Service Electric & Gas 2.7% Due 5/01/2015	Corporate Bonds 35,000 units		35,312
National Rural Utilities 10.375% Due 11/01/2018	Corporate Bonds 25,000 units		34,486
Fannie Mae Floating Rate 2007-88 Due 9/25/2037	Government Mortgage Backed Securities 237,435 units		34,291
Pacific Gas & Electric Company 5.625% Due 11/30/2017	Corporate Bonds 30,000 units		33,774
Georgia Power Company 4.75% Due 9/1/2040	Corporate Bonds 35,000 units		32,426
Dominion Resources Inc. 8.875% Due 1/15/2019	Corporate Bonds 25,000 units		32,393
Boeing Company 4.875% Due 11/15/2020	Corporate Bonds 30,000 units		32,295
N. W. Airlines Pass-Through Trust 1999-2 Mortgage .575% Due 3/01/2019	Asset Backed Securities 29,589 units		31,354
Jeffries Group 6.25% Due 1/15/2036	Corporate Bonds 35,000 units		31,353
US Bancorp 2% Due 6/14/2013	Corporate Bonds 30,000 units		30,447
Norfolk Southern 7.25% Due 2/15/2031	Corporate Bonds 25,000 units		29,934
Glitnir Banki HF Medium Term 6.375% Due 9/25/2012	Corporate Bonds 100,000 units		29,750
Xerox Corporation 6.75% Due 2/01/2017	Corporate Bonds 25,000 units		28,887
Verizon Communications Inc. 6.1% Due 4/15/2018	Corporate Bonds 25,000 units		28,398
Aquila Inc. Due 7/01/2012	Corporate Bonds 25,000 units		28,358
PepsiCo Inc. 7.9% Due 11/01/2018	Corporate Bonds 22,000 units		28,305
American Water Capital Corporation 6.085% Due 10/15/2017	Corporate Bonds 25,000 units		28,045
Electric Data Systems Inc. Step Coupon 6% Due 8/01/2013	Corporate Bonds 25,000 units		27,866
Jackson National Life 5.375% Due 5/08/2013	Corporate Bonds 25,000 units		26,817
CVS Caremark Corporation 6.125% Due 9/15/2039	Corporate Bonds 25,000 units		26,711
Public Service Company of Colorado 3.2% Due 11/15/2020	Corporate Bonds 28,000 units		26,401
Wells Fargo Mortgage Backed Securities Due 5/25/2033	Collateralized Mortgage Obligations 26,283 units		26,363
Berkshire Hathaway Inc. 5.75% Due 1/15/2040	Corporate Bonds 25,000 units		26,272
United Parcel Service Inc. 8.375% 4/01/2030	Corporate Bonds 20,000 units		25,658
Public Service Electric & Gas 5.375% Due 11/01/2039	Corporate Bonds 25,000 units		25,456
Elm Road Generating Station LLC Note 6.09% Due 2/11/2040	Corporate Bonds 25,000 units		25,448
Federal Home Loan Mortgage Corporation Series 3219 6% Due 4/15/2036	Government Mortgage Backed Securities 148,776 units		24,526
Fannie Mae Remic Series 2008-80 Due 9/25/2038	Government Mortgage Backed Securities 207,579 units		24,524
Philips Electronics Note 7.2% Due 6/01/2026	Corporate Bonds 20,000 units		23,893
Wisconsin Power & Light Company 6.375% Due 8/15/2037	Corporate Bonds 20,000 units		23,044
Ginnie Mae 2008-071 Remic Pass-Through Due 8/20/2038	Government Mortgage Backed Securities 203,772 units		22,911
General Mills Inc. 5.65% Due 2/15/2019	Corporate Bonds 20,000 units		22,265
Fannie Mae Remic Series 2009-9 Due 2/25/2024	Government Mortgage Backed Securities 171,536 units		22,253
Charles Schwab Corporation Note 4.95% Due 6/01/2014	Corporate Bonds 20,000 units		21,749
State Street Corporation 4.3% Due 5/30/2014	Corporate Bonds 20,000 units		21,398
American Water Capital Corporation 6.593% Due 10/15/2037	Corporate Bonds 20,000 units		21,373
Pitney Bowes Inc. 6.25% Due 3/15/2019	Corporate Bonds 20,000 units		21,316
Morgan Stanley Note 5.3% Due 3/01/2013	Corporate Bonds 20,000 units		21,312

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


Identity of Issue	Description of Investment	Current Value

CNA Financial Corporation 5.85% Due 12/15/2014	Corporate Bonds 20,000 units		21,101
Citigroup Inc. 5.875% Due 5/29/2037	Corporate Bonds 20,000 units		19,566
Fannie Mae Preassign 00470 Due 6/25/2033	Government Mortgage Backed Securities 96,787 units		18,690
Ginnie Mae 2003-076 Remic Pass-Through Due 9/20/2031	Government Mortgage Backed Securities 200,867 units		17,946
Ryder Systems Inc. 3.6% Due 3/16/2016	Corporate Bonds 18,000 units		17,945
United States Treasury Bonds Inflation Index 3.875% Due 4/15/2029	Index Linked Government Bonds 10,000 units		17,842
Berkshire Hathaway Inc. 2.45% Due 12/15/2015	Corporate Bonds 17,000 units		16,896
ACE INA Holdings Inc. 5.6% Due 5/15/2015	Corporate Bonds 15,000 units		16,529
Fannie Mae Remic Trust 2008-53 Variable Rate Due 7/25/2038	Government Mortgage Backed Securities 112,473 units		16,481
CNA Financial Corporation Note 5.875% Due 8/15/2020	Corporate Bonds 15,000 units		14,935
Federal Home Loan Mortgage Corporation Series 2326 6.5% Due 6/15/2031	Government Mortgage Backed Securities 12,871 units		14,782
Amerada Hess Corporation 7.875% Due 10/01/2029	Corporate Bonds 10,000 units		12,550
Shell International Finance BV 6.375% Due 12/15/2038	Corporate Bonds 10,000 units		11,852
Wal-Mart Stores Inc. 6.2% Due 4/15/2038	Corporate Bonds 10,000 units		11,384
Kroger Company 6.15% Due 1/15/2020	Corporate Bonds 10,000 units		11,332
News America Inc. 6.65% Due 11/15/2037	Corporate Bonds 10,000 units		11,076
Aon Corporation 3.5% Due 9/30/2015	Corporate Bonds 11,000 units		11,005
BAE Systems Holdings Inc. Note 5.2% Due 8/15/2015	Corporate Bonds 10,000 units		10,665
AT&T Inc. 6.4% Due 5/15/2038	Corporate Bonds 10,000 units		10,630
Kroger Company 5.4% Due 7/15/2040	Corporate Bonds 11,000 units		10,426
Rabobank Nederland 2.125% Due 10/13/2015	Corporate Bonds 10,000 units		9,671
Citigroup Inc. 6.125% Due 8/25/2036	Corporate Bonds 10,000 units		9,582
Bunge Limited Finance Corporation 8.5% Due 6/15/2019	Corporate Bonds 8,000 units		9,380
Bear Stearns Asset Backed Securities Trust Adjustable Rate Due 12/25/2033	Asset Backed Securities 10,397 units		9,296
Federal Home Loan Mortgage Corporation Preassign 00482 Due 3/15/2033	Government Mortgage Backed Securities 46,470 units		8,684
Shell International Finance 3.1% Due 6/28/2015	Corporate Bonds 7,000 units		7,189
Newell Rubbermaid 4.7% Due 8/15/2020	Corporate Bonds 7,000 units		6,944
Lehman Brothers Holdings Inc. Note 6.2% Due 9/26/2014	Corporate Bonds 30,000 units		6,938
Freddie Mac Series 2735 Floating Rate Due 1/15/2034	Government Mortgage Backed Securities 6,724 units		6,770
Residential Asset Mortgage Products Inc. Floating Rate Due 3/25/2033	Asset Backed Securities 2,703 units		1,945
Cash	Cash and Short Term Investments		1,208
Lehman Brothers Holdings Inc. Note 6.5% Due 7/19/2017	Corporate Bonds 180,000 units		18
Lehman Brothers Holdings Inc. 6.75% Due 12/28/2017	Corporate Bonds 130,000 units		13
Lehman Brothers Holdings Inc. Note 5.857%	Corporate Bonds 10,000 units		1

Total Fixed Income Asset Class				164,989,099

High Yield Asset Class:
Blackrock High Yield Bond Fund*	Mutual Fund 7,287,453 units		55,894,767
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 3,760,148 units		3,760,148

Total High Yield Asset Class				59,654,915

Inflation Protection Asset Class:
Vanguard Inflation Protected Fund	Mutual Fund 1,104,220 units		28,201,780

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


Identity of Issue	Description of Investment	Current Value

Northern Trust Collective TIPS Index Fund - Non-Lending*	Common Collective Trust 17,250 units		1,995,480

Total Inflation Protection Asset Class				30,197,260

International Value Asset Class:
Dodge & Cox International Fund	Mutual Fund 5,199,736 units		185,682,583
Northern Trust Collective EAFE Index Fund - Non-Lending*	Common Collective Trust 40,871 units		8,648,184

Total International Value Asset Class				194,330,767

International Growth Asset Class:
Northern Trust Collective EAFE Index Fund - Non-Lending*	Common Collective Trust 34,974 units		7,400,392
BHP Billiton PLC	Common Stock 82,280 shares		3,286,241
Rio Tinto	Common Stock 41,583 shares		2,920,910
British American Tobacco	Common Stock 61,751 shares		2,381,723
Lanxess AG	Common Stock 27,150 shares		2,152,604
Novo-Nordisk AS DKK1 Series B	Common Stock 18,960 shares		2,146,924
Komatsu	Common Stock 70,300 shares		2,129,673
UBS AG	Common Stock 122,103 shares		2,010,815
CNOOC Ltd.	Common Stock 824,000 shares		1,954,624
Anheuser-Busch Inbev NV	Common Stock 32,377 shares		1,859,034
Swatch Group	Common Stock 4,140 shares		1,851,252
Scheider Electric	Common Stock 12,300 shares		1,848,119
Volvo AB Series B	Common Stock 103,655 shares		1,827,070
Centrica	Common Stock 327,036 shares		1,697,871
Magna International Inc.	Common Stock 32,440 shares		1,686,880
Hitachi	Common Stock 312,000 shares		1,665,693
Fanuc Ltd.	Common Stock 10,100 shares		1,552,888
Atlas Copco AB Series A	Common Stock 58,790 shares		1,483,993
Tata Motors Ltd.	Common Stock 50,490 shares		1,481,377
Swire Pacific	Common Stock 89,000 shares		1,463,174
Assa Abloy Series B	Common Stock 51,870 shares		1,462,083
Banpu Public Company	Common Stock 55,550 shares		1,459,466
Enbridge Inc.	Common Stock 25,760 shares		1,458,778
WPP PLC	Common Stock 116,380 shares		1,438,551
Fuji Heavy Industries	Common Stock 180,000 shares		1,398,188
Barrick Gold Corporation	Common Stock 25,750 shares		1,369,385
Hongkong Land Holding	Common Stock 189,000 shares		1,364,580
SMC Corporation	Common Stock 7,900 shares		1,354,898
Anglo American	Common Stock 25,880 shares		1,351,512
Arm Holdings	Common Stock 203,220 shares		1,346,819
Exor Spa	Common Stock 40,660 shares		1,346,230
Swedbank AB Series A	Common Stock 96,170 shares		1,341,804
DnB NOR ASA	Common Stock 95,030 shares		1,339,003
Ping An Insurance Group H	Common Stock 119,500 shares		1,335,865
BASF SE	Common Stock 16,408 shares		1,314,126
Nestle SA	Common Stock 22,330 shares		1,311,627
Iluka Resources	Common Stock 136,690 shares		1,280,643
Isuzu Motors	Common Stock 274,000 shares		1,246,606
Stora Enso Oyj Series R	Common Stock 117,950 shares		1,216,042
Weir Group	Common Stock 43,600 shares		1,215,070

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


Identity of Issue	Description of Investment	Current Value

Petrofac	Common Stock 48,400 shares		1,202,588
Royal Dutch Shell A	Common Stock 35,450 shares		1,176,108
Banco Bradesco SA	Preferred Stock 58,358 shares		1,147,825
China Construction Bank H	Common Stock 1,257,000 shares		1,127,050
Singapore Airlines	Common Stock 94,000 shares		1,122,673
Sampo Oyj Series A	Common Stock 40,860 shares		1,099,056
Oriental Land Company Ltd.	Common Stock 11,700 shares		1,084,816
Arkema Eur10	Common Stock 14,990 shares		1,083,317
Credicorp Ltd.	Common Stock 8,780 shares		1,044,030
Lojas Renner SA	Common Stock 30,300 shares		1,029,470
Pacific Rubiales	Common Stock 29,890 shares		1,015,234
Oz Minerals Ltd.	Common Stock 550,030 shares		969,750
Tele2 AB Series B	Common Stock 46,260 shares		960,589
DeNA Company Ltd.	Common Stock 24,500 shares		879,650
Check Point Software Technologies	Common Stock 19,000 shares		878,940
ST Microelectronics	Common Stock 83,600 shares		867,957
Canadian National Railways	Common Stock 12,945 shares		864,390
Yangzijiang Shipbu	Common Stock 575,000 shares		857,305
CP ALL PLC	Common Stock 654,800 shares		852,576
Sandvik AB	Common Stock 43,270 shares		843,793
Aggreko	Common Stock 36,000 shares		835,306
Cash	Cash and Short Term Investments		826,857
P.T. Astra International	Common Stock 136,500 shares		826,423
Wynn Macau Ltd.	Common Stock 365,600 shares		818,334
Wacker Chemie	Common Stock 4,410 shares		772,660
China Yurun Food Group Ltd.	Common Stock 223,400 shares		734,259
Sanrio Company Ltd.	Common Stock 28,700 shares		673,400
Unicharm Corporation	Common Stock 16,800 shares		669,059
HSBC Holdings	Common Stock 65,450 shares		667,194
Zeon Corporation	Common Stock 77,000 shares		645,583
Dassault Systems	Common Stock 8,130 shares		615,362
ICL-Israel Chemicals	Common Stock 35,200 shares		604,607
Sina Corporation	Common Stock 8,680 shares		597,358
Gran Tierra Energy	Common Stock 59,075 shares		480,971
United Laboratories	Common Stock 220,000 shares		451,680
Air China Ltd. H	Common Stock 112,000 shares		125,779
Total International Growth Asset Class				102,204,482

Large Cap Growth Asset Class:
Northern Trust Collective Russell 1000 Growth Index Fund - Non-Lending*	Common Collective Trust 142,783 units		22,395,947
Apple Inc.	Common Stock 45,662 shares		14,728,734
Amazon.Com Inc.	Common Stock 41,460 shares		7,462,800
Google Inc. Class A	Common Stock 12,499 shares		7,424,031
Ford Motor Company	Common Stock 328,807 shares		5,520,670
Cummins Inc.	Common Stock 49,979 shares		5,498,190
Netapp Inc.	Common Stock 98,443 shares		5,410,427
Deere & Company	Common Stock 62,589 shares		5,198,016
American Express Company	Common Stock 107,767 shares		4,625,360

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


Identity of Issue	Description of Investment	Current Value

Cisco Systems Inc.	Common Stock 157,140 shares		4,619,524
Precision Castparts Corporation	Common Stock 32,339 shares		4,501,912
priceline.com Inc.	Common Stock 10,953 shares		4,376,271
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 186,311 units		4,088,334
F5 Networks Inc.	Common Stock 30,997 shares		4,034,570
Qualcomm Inc.	Common Stock 81,173 shares		4,017,252
Oracle Corporation	Common Stock 126,520 shares		3,960,076
Allergan Inc.	Common Stock 57,508 shares		3,949,074
Cognizant Technology Solutions Corporation Class A	Common Stock 51,128 shares		3,747,171
VMware Inc.	Common Stock 41,880 shares		3,723,551
Salesforce.com Inc.	Common Stock 27,632 shares		3,647,424
FMC Technologies Inc.	Common Stock 38,785 shares		3,448,374
National Oilwell Varco	Common Stock 46,921 shares		3,155,437
Schlumberger Ltd.	Common Stock 37,480 shares		3,129,580
Estee Lauder Companies Inc. Class A	Common Stock 37,851 shares		3,054,576
Jones Lang LaSalle Inc.	Common Stock 34,018 shares		2,854,791
Coca-Cola Company	Common Stock 42,790 shares		2,814,298
Eaton Corporation	Common Stock 27,496 shares		2,791,119
General Motors Company	Common Stock 73,921 shares		2,724,728
EMC Corporation	Common Stock 116,080 shares		2,658,232
Occidental Petroleum Corporation	Common Stock 26,890 shares		2,637,909
Perrigo Company	Common Stock 40,916 shares		2,591,210
American Tower Corporation Class A	Common Stock 46,360 shares		2,394,030
Dollar Tree Inc.	Common Stock 42,293 shares		2,371,791
Netflix Inc.	Common Stock 12,196 shares		2,142,837
Chipotle Mexican Grill Inc.	Common Stock 10,007 shares		2,128,089
Broadcom Corporation Class A	Common Stock 47,350 shares		2,062,093
Costco Wholesale Corporation	Common Stock 27,040 shares		1,952,558
Halliburton Company	Common Stock 46,880 shares		1,914,110
Agilent Technologies Inc.	Common Stock 46,020 shares		1,906,609
Discovery Communications Inc.	Common Stock 45,455 shares		1,895,474
Emerson Electric Company	Common Stock 32,470 shares		1,856,310
Red Hat Inc.	Common Stock 40,573 shares		1,852,157
Microsoft Corporation	Common Stock 65,720 shares		1,834,902
Freeport-McMoRan Copper & Gold Inc.	Common Stock 15,060 shares		1,808,555
FedEx Corporation	Common Stock 19,230 shares		1,788,582
Varian Medical Systems Inc.	Common Stock 25,220 shares		1,747,242
McDonald’s Corporation	Common Stock 22,240 shares		1,707,142
Alexion Pharmaceuticals Inc.	Common Stock 18,954 shares		1,526,745
Marriott International Inc.	Common Stock 36,180 shares		1,502,917
Intuit Inc.	Common Stock 29,430 shares		1,450,899
T Rowe Price Group Inc.	Common Stock 22,320 shares		1,440,533
Hewlett-Packard Company	Common Stock 34,110 shares		1,436,031
Paccar Inc.	Common Stock 24,670 shares		1,416,551
Target Corporation	Common Stock 22,840 shares		1,373,369
Acme Packet Inc.	Common Stock 25,752 shares		1,368,976
Check Point Software Technologies	Common Stock 28,910 shares		1,337,377
Juniper Networks Inc.	Common Stock 35,750 shares		1,319,890
International Business Machines Corporation	Common Stock 8,870 shares		1,301,761

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


Identity of Issue	Description of Investment	Current Value

Flowserve Corporation	Common Stock 10,770 shares		1,283,999
Celgene Corporation	Common Stock 21,310 shares		1,260,273
Mylan Inc.	Common Stock 58,978 shares		1,246,205
EQT Corporation	Common Stock 27,040 shares		1,212,474
AmerisourceBergen Corporation	Common Stock 35,100 shares		1,197,612
Walt Disney Company	Common Stock 31,900 shares		1,196,569
Cree Inc.	Common Stock 18,066 shares		1,190,369
IntercontinentalExchange, Inc.	Common Stock 9,960 shares		1,186,734
Rovi Corporation	Common Stock 19,100 shares		1,184,391
Autodesk Inc.	Common Stock 30,670 shares		1,171,594
Wells Fargo & Company	Common Stock 37,600 shares		1,165,224
Nike Inc. Class B	Common Stock 13,540 shares		1,156,587
Anheuser-Busch InBev NV	Common Stock 20,060 shares		1,145,225
Philip Morris International Inc.	Common Stock 19,430 shares		1,137,238
KLA-Tencor Corporation	Common Stock 29,030 shares		1,121,719
International Paper Company	Common Stock 40,870 shares		1,113,299
Scripps Networks Interactive Inc. Class A	Common Stock 21,310 shares		1,102,793
Mosaic Company	Common Stock 14,320 shares		1,093,475
Intel Corporation	Common Stock 51,810 shares		1,089,564
Cliffs Natural Resources Inc.	Common Stock 13,870 shares		1,081,999
W.W. Grainger Inc.	Common Stock 7,730 shares		1,067,590
Peabody Energy Corporation	Common Stock 16,660 shares		1,065,907
Praxair Inc.	Common Stock 11,090 shares		1,058,762
United Parcel Service Inc.	Common Stock 14,560 shares		1,056,765
Cardinal Health Inc.	Common Stock 27,420 shares		1,050,460
MetLife Inc.	Common Stock 23,560 shares		1,047,006
Whole Foods Market Inc.	Common Stock 20,660 shares		1,045,189
Concho Resources Inc.	Common Stock 11,920 shares		1,045,026
PPG Industries Inc.	Common Stock 12,420 shares		1,044,149
Chevron Corporation	Common Stock 11,370 shares		1,037,513
Abbott Laboratories	Common Stock 21,630 shares		1,036,293
Exxon Mobil Corporation	Common Stock 14,070 shares		1,028,798
Omnicom Group Inc.	Common Stock 22,460 shares		1,028,668
Joy Global Inc.	Common Stock 11,770 shares		1,021,048
E.I. du Pont de Nemours & Company	Common Stock 20,420 shares		1,018,550
Goodrich Corporation	Common Stock 11,500 shares		1,012,805
Starbucks Corporation	Common Stock 31,250 shares		1,004,063
Family Dollar Stores Inc.	Common Stock 20,180 shares		1,003,148
Teradata Corporation	Common Stock 24,200 shares		996,072
Activision Blizzard Inc.	Common Stock 79,980 shares		994,951
Johnson Controls Inc.	Common Stock 25,980 shares		992,436
Dover Corporation	Common Stock 16,840 shares		984,298
Mattel Inc.	Common Stock 38,630 shares		982,361
Lazard Ltd. Class A	Common Stock 24,850 shares		981,327
Waters Corporation	Common Stock 12,620 shares		980,700
Hersey Company	Common Stock 20,730 shares		977,420
Ametek Inc.	Common Stock 24,735 shares		970,849
eBay Inc.	Common Stock 34,320 shares		955,126
Aflac Inc.	Common Stock 16,790 shares		947,460

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


Identity of Issue	Description of Investment	Current Value

Rockwell Automation	Common Stock 13,090 shares		938,684
DIRECTV Class A	Common Stock 23,390 shares		933,963
Wal-Mart Stores Inc.	Common Stock 17,140 shares		924,360
TJX Companies Inc.	Common Stock 20,570 shares		913,102
Colgate-Palmolive Company	Common Stock 11,220 shares		901,751
Cooper Industries PLC	Common Stock 15,330 shares		893,586
Visa Inc. Class A	Common Stock 12,590 shares		886,084
Coach Inc.	Common Stock 15,900 shares		879,429
Kohl’s Corporation	Common Stock 16,160 shares		878,134
McKesson Corporation	Common Stock 12,370 shares		870,601
Marvell Technology Group	Common Stock 45,930 shares		852,002
Goldcorp Inc.	Common Stock 18,470 shares		849,251
Coca-Cola Enterprises Inc.	Common Stock 33,270 shares		832,748
Expeditors International of Washington Inc.	Common Stock 15,160 shares		827,736
Eli Lilly & Company	Common Stock 23,560 shares		825,542
Cognizant Technology Solutions Corporation Class A	Common Stock 11,030 shares		808,389
Xerox Corporation	Common Stock 70,140 shares		808,013
Hospira Inc.	Common Stock 14,280 shares		795,253
Norfolk Southern Corporation	Common Stock 12,370 shares		777,083
TRW Automotive Holdings Corporation	Common Stock 14,690 shares		774,163
Express Scripts Inc.	Common Stock 14,190 shares		766,970
FMC Corporation	Common Stock 9,440 shares		754,162
Shire PLC	Common Stock 10,330 shares		747,685
Franklin Resources Inc.	Common Stock 6,680 shares		742,883
H. J. Heinz	Common Stock 14,820 shares		732,997
Tiffany & Company	Common Stock 11,600 shares		722,332
CSX Corporation	Common Stock 10,690 shares		690,681
Walter Energy Inc.	Common Stock 5,300 shares		677,552
Limited Brands	Common Stock 21,960 shares		674,831
Teva Pharmaceuticals Industries Ltd.	Common Stock 12,550 shares		654,232
Noble Energy Inc.	Common Stock 6,810 shares		586,205
United Continental Holdings Inc.	Common Stock 23,590 shares		561,914
Resmed Inc.	Common Stock 14,030 shares		485,999
Church & Dwight Inc.	Common Stock 6,760 shares		466,575
Blackrock Inc.*	Common Stock 2,440 shares		465,015
Bed Bath & Beyond Inc.	Common Stock 8,810 shares		433,012
Charles Schwab Corporation	Common Stock 13,500 shares		230,985

Total Large Cap Growth Asset Class				281,963,105

Large Cap Index Asset Class:
Blackrock Equity Index Fund F*	Common Collective Trust 19,768,721 units		399,130,479
Northern Trust Collective S&P 500 Equity Index Fund*	Common Collective Trust 6,670 units		24,766,270

Total Large Cap Index Asset Class				423,896,749

Large Cap Value Asset Class:
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 6,203,887 units		6,203,887
Northern Trust Collective Russell 1000 Value Index Fund - Non-Lending *	Common Collective Trust 39,035 units		6,184,215
JP Morgan Chase & Company	Common Stock 56,212 shares		2,384,513

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


Identity of Issue	Description of Investment	Current Value

General Electric Company	Common Stock 128,258 shares		2,345,839
Exxon Mobil Corporation	Common Stock 29,889 shares		2,185,484
Schlumberger Ltd.	Common Stock 24,082 shares		2,010,847
Oracle Corporation	Common Stock 58,275 shares		1,824,008
Wells Fargo & Company	Common Stock 56,196 shares		1,741,514
Bank of America Corporation*	Common Stock 128,155 shares		1,709,588
Comcast Corporation Class A	Common Stock 76,431 shares		1,679,189
Hess Corporation	Common Stock 20,891 shares		1,598,997
PNC Financial Services Group	Common Stock 25,310 shares		1,536,823
Northrop Grumman Corporation	Common Stock 23,383 shares		1,514,751
El Paso Corporation	Common Stock 109,723 shares		1,509,788
Total SA	Common Stock 28,020 shares		1,498,510
AT&T Inc.	Common Stock 50,734 shares		1,490,565
State Street Corporation	Common Stock 32,165 shares		1,490,526
Ameriprise Financial Inc.	Common Stock 25,765 shares		1,482,776
PepsiCo Inc.	Common Stock 21,794 shares		1,423,802
Citigroup Inc.	Common Stock 299,558 shares		1,416,909
Covidien PLC	Common Stock 30,945 shares		1,412,949
Vodafone Group PLC	Common Stock 51,350 shares		1,357,181
Siemens AG	Common Stock 10,731 shares		1,333,327
Air Products & Chemical Inc.	Common Stock 14,584 shares		1,326,415
Legg Mason Inc.	Common Stock 36,407 shares		1,320,482
Chevron Corporation	Common Stock 14,410 shares		1,314,913
Merck & Company Inc.	Common Stock 35,674 shares		1,285,691
Pfizer Inc.	Common Stock 72,927 shares		1,276,952
Applied Materials Inc.	Common Stock 89,338 shares		1,255,199
UnitedHealth Group Inc.	Common Stock 34,739 shares		1,254,425
Medtronic Inc.	Common Stock 33,416 shares		1,239,399
Sanofi-Aventis	Common Stock 36,969 shares		1,191,511
CenturyTel Inc.	Common Stock 25,349 shares		1,170,363
Honeywell International Inc.	Common Stock 21,667 shares		1,151,818
CVS Caremark Corporation	Common Stock 32,947 shares		1,145,567
Coca-Cola Enterprises Inc.	Common Stock 45,416 shares		1,136,762
Consol Energy Inc.	Common Stock 23,212 shares		1,131,353
Travelers Companies Inc.	Common Stock 20,201 shares		1,125,398
US Bancorp	Common Stock 41,491 shares		1,119,012
Cisco Systems Inc.	Common Stock 55,151 shares		1,115,705
Discover Financial Services	Common Stock 59,966 shares		1,111,170
Procter & Gamble Company	Common Stock 16,873 shares		1,085,440
Weyerhaeuser Company	Common Stock 56,818 shares		1,075,565
Bank of New York Mellon Corporation	Common Stock 34,682 shares		1,047,396
Bristol-Myers Squibb Company	Common Stock 39,448 shares		1,044,583
Norfolk Southern Corporation	Common Stock 16,505 shares		1,036,844
Owens-Illinois Inc.	Common Stock 33,670 shares		1,033,669
Unum Group	Common Stock 41,754 shares		1,011,282
MetLife Inc.	Common Stock 22,648 shares		1,006,477
Fifth Third Bancorp	Common Stock 68,351 shares		1,003,393
Johnson Controls Inc.	Common Stock 26,042 shares		994,804
Public Service Enterprise Group Inc.	Common Stock 31,257 shares		994,285

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


Identity of Issue	Description of Investment	Current Value

eBay Inc.	Common Stock 35,194 shares		979,449
Conagra Foods Inc.	Common Stock 43,009 shares		971,143
Calpine Corporation	Common Stock 72,391 shares		965,696
Lowe’s Companies Inc.	Common Stock 38,490 shares		965,329
Kellogg Company	Common Stock 18,768 shares		958,669
PPL Corporation	Common Stock 36,352 shares		956,785
Omnicom Group Inc.	Common Stock 20,005 shares		916,229
CBS Corporation Class B	Common Stock 46,926 shares		893,940
Harman International Industries Inc.	Common Stock 18,569 shares		859,745
Viacom Inc. Class B	Common Stock 21,551 shares		853,635
Stanley Black & Decker Inc.	Common Stock 12,728 shares		851,121
Gap Inc.	Common Stock 37,917 shares		839,482
Estee Lauder Companies Inc. Class A	Common Stock 10,395 shares		838,877
Foster Wheeler Ltd.	Common Stock 22,665 shares		782,396
ABB Ltd.	Common Stock 34,481 shares		774,098
AOL Inc.	Common Stock 30,422 shares		721,306
Alere Inc.	Common Stock 18,740 shares		685,884
DIRECTV Class A	Common Stock 17,076 shares		681,845
Hewlett-Packard Company	Common Stock 15,569 shares		655,455
General Motors Company	Common Stock 15,774 shares		581,430
Vulcan Materials Company	Common Stock 12,962 shares		574,994
Goodyear Tire & Rubber Company	Common Stock 40,508 shares		480,020

Total Large Cap Value Asset Class				98,129,389

Real Estate Investment Trust (REIT) Asset Class:
Vanguard Specialized Portfolios REIT Index Fund Institutional Class	Mutual Fund 4,256,432 units		51,673,083
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 3,892,936 units		3,892,936

Total Real Estate Investment Trust (REIT) Asset Class				55,566,019

Participant Self-Directed Accounts	Various Investments			115,962,873

Small-Mid Cap Growth Asset Class:
Northern Trust Collective Russell 2000 Growth Index Fund - Non-Lending*	Common Collective Trust 16,224 units		2,463,832
Skyworks Solutions Inc.	Common Stock 58,803 shares		1,683,530
Roper Industries Inc.	Common Stock 14,419 shares		1,102,044
Riverbed Technology Inc.	Common Stock 27,300 shares		960,141
Rovi Corporation	Common Stock 13,367 shares		828,888
Reald Inc.	Common Stock 30,971 shares		802,768
Green Mountain Coffee Roasters	Common Stock 23,691 shares		778,486
Affiliated Managers Group Inc.	Common Stock 7,751 shares		769,054
Ametek Inc.	Common Stock 19,586 shares		768,751
United Natural Foods Inc.	Common Stock 20,106 shares		737,488
Entropic Communications Inc.	Common Stock 55,578 shares		671,382
Portfolio Recovery Associates Inc.	Common Stock 8,871 shares		667,099
Shutterfly Inc.	Common Stock 18,901 shares		662,102
Under Armor Inc.	Common Stock 11,644 shares		638,557
Rowan Companies Inc.	Common Stock 17,624 shares		615,254

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


Identity of Issue	Description of Investment	Current Value

Acme Packet Inc.	Common Stock 11,123 shares		591,299
Transdigm Group Inc.	Common Stock 8,168 shares		588,178
SBA Communications Corporation Class A	Common Stock 13,872 shares		567,920
LogMeIn Inc.	Common Stock 12,562 shares		556,999
Ultimate Software Group Inc.	Common Stock 11,078 shares		538,723
Cooper Companies Inc.	Common Stock 9,472 shares		533,652
Cargo Ceramics Inc.	Common Stock 5,068 shares		524,741
MSCI Inc. Class A	Common Stock 13,397 shares		521,947
Martin Marietta Materials Inc.	Common Stock 5,500 shares		507,320
Sothebys Holdings Inc. Class A	Common Stock 11,036 shares		496,620
Finisar Corporation	Common Stock 16,519 shares		490,449
IPC The Hospitalist Company Inc.	Common Stock 12,260 shares		478,263
Aruba Networks Inc.	Common Stock 22,883 shares		477,797
Vitamin Shoppe Inc.	Common Stock 14,028 shares		471,902
GSI Commerce Inc.	Common Stock 19,810 shares		459,592
Cavium Networks Inc.	Common Stock 11,913 shares		448,882
Monster Worldwide Inc.	Common Stock 18,678 shares		441,361
Atmel Corporation	Common Stock 35,798 shares		441,031
Chipotle Mexican Grill Inc.	Common Stock 2,054 shares		436,804
Robbins & Myers Inc.	Common Stock 12,150 shares		434,727
Wesco International Inc.	Common Stock 8,062 shares		425,674
HMS Holdings Corporation	Common Stock 6,549 shares		424,179
Gartner Inc.	Common Stock 12,758 shares		423,566
Verifone Systems Inc.	Common Stock 10,639 shares		410,240
Brigham Exploration Company	Common Stock 14,940 shares		406,966
SXC Health Solutions Corporation	Common Stock 9,368 shares		401,512
BE Aerospace Inc.	Common Stock 10,465 shares		387,519
Esco Technologies Inc.	Common Stock 10,212 shares		386,422
Zoll Medical Corporation	Common Stock 10,173 shares		378,741
Lufkin Industries Inc.	Common Stock 5,997 shares		374,153
Air Methods Corporation	Common Stock 6,644 shares		373,858
CB Richard Ellis Group Inc. Class A	Common Stock 18,226 shares		373,268
Home Inns & Hotels Management Inc.	Common Stock 9,005 shares		368,845
Netlogic Microsystems Inc.	Common Stock 11,742 shares		368,816
Lululemon Athletica Inc.	Common Stock 5,171 shares		353,800
Acuity Brands Inc	Common Stock 6,083 shares		350,807
Fossil Inc.	Common Stock 4,881 shares		344,013
Forest Oil Corporation	Common Stock 8,884 shares		337,325
Graftech International Ltd.	Common Stock 16,688 shares		331,090
Andigics Inc.	Common Stock 47,773 shares		331,067
OpenTable Inc.	Common Stock 4,678 shares		329,705
AthenaHealth Inc.	Common Stock 7,952 shares		325,873
Cinemark Holdings Inc.	Common Stock 18,622 shares		321,043
Albemarle Corporation	Common Stock 5,720 shares		319,062
Netsuite Inc.	Common Stock 12,621 shares		315,525
Emulex Corporation	Common Stock 25,695 shares		299,604
Northern Oil & Gas Inc.	Common Stock 10,878 shares		295,990
Ulta Salon Cometics & Fragrance Inc	Common Stock 8,701 shares		295,834
VanceInfo Technologies Inc.	Common Stock 8,445 shares		291,690

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


Identity of Issue	Description of Investment	Current Value

Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 288,594 units		288,594
Oasis Petroleum Inc.	Common Stock 10,547 shares		286,035
Higher One Holdings Inc.	Common Stock 14,076 shares		284,757
Hub Group Inc. Class A	Common Stock 8,065 shares		283,404
Tenneco Inc.	Common Stock 6,870 shares		282,769
Astec Industries Inc.	Common Stock 8,717 shares		282,518
Synchronoss Technologies Inc.	Common Stock 10,462 shares		279,440
SuccessFactors Inc.	Common Stock 9,549 shares		276,539
Triumph Group Inc.	Common Stock 2,960 shares		264,654
WebMD Health Corporation	Common Stock 5,119 shares		261,376
Polypore International Inc.	Common Stock 6,393 shares		260,387
Steven Madden Ltd.	Common Stock 6,227 shares		259,790
Constant Contact Inc.	Common Stock 8,194 shares		253,932
Hibbett Sports Inc.	Common Stock 6,880 shares		253,872
Perkinelmer Inc.	Common Stock 9,531 shares		246,090
MICROS Systems Inc.	Common Stock 5,557 shares		243,730
NxStage Medical Inc.	Common Stock 9,555 shares		237,728
Heico Corporation	Common Stock 4,636 shares		236,575
Igate Corporation	Common Stock 11,228 shares		221,304
American Superconductor Corporation	Common Stock 7,561 shares		216,169
Blackboard Inc.	Common Stock 5,006 shares		206,748
IDEX Corporation	Common Stock 4,868 shares		190,436
Triquint Semiconductor Inc.	Common Stock 16,280 shares		190,313
Fresh Market Inc.	Common Stock 4,495 shares		185,194
51job Inc.	Common Stock 3,746 shares		184,491
Nu Skin Enterprises Inc. Class A	Common Stock 5,520 shares		167,035
Advisory Board Company	Common Stock 3,237 shares		154,178
Total Small-Mid Cap Growth Asset Class				41,001,828

Small-Mid Cap Value Asset Class:
Northern Trust Collective Russell 2000 Value Index Fund - Non-Lending*	Common Collective Trust 129,284 units		19,473,575
Northern Trust Collective Short Term Investment Fund*	Common Collective Trust 10,999,806 units		10,999,806
Griffon Corporation	Common Stock 276,050 shares		3,516,877
CA Inc.	Common Stock 141,800 shares		3,465,592
Valassis Communications Inc.	Common Stock 106,300 shares		3,438,805
Elizabeth Arden Inc.	Common Stock 148,850 shares		3,425,039
Bob Evans Farms Inc.	Common Stock 102,600 shares		3,381,696
Globe Specialty Metals Inc.	Common Stock 193,650 shares		3,309,479
Con-Way Inc.	Common Stock 80,700 shares		2,951,199
Gap Inc.	Common Stock 130,000 shares		2,878,200
Graftech International Ltd.	Common Stock 143,600 shares		2,849,024
Arrow Electronics Inc.	Common Stock 80,350 shares		2,751,988
Teradyne Inc.	Common Stock 195,300 shares		2,742,012
MI Developments Inc.	Common Stock 99,100 shares		2,685,610
Celanese Corporation Series A	Common Stock 65,100 shares		2,680,167
Avnet Inc.	Common Stock 80,000 shares		2,642,400
The Jones Group Inc.	Common Stock 166,800 shares		2,592,072
Coherent Inc.	Common Stock 55,350 shares		2,498,499

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


Identity of Issue	Description of Investment	Current Value

Hormel Foods Corporation	Common Stock 47,600 shares		2,439,976
MDC Partners Inc. Class A	Common Stock 141,100 shares		2,436,797
Portland General Electric Company	Common Stock 109,200 shares		2,369,640
Brocade Communications Systems Inc.	Common Stock 439,650 shares		2,325,749
Valeant Pharmaceuticals International Inc.	Common Stock 82,100 shares		2,322,609
Geo Group Inc.	Common Stock 93,000 shares		2,293,380
Circor International Inc.	Common Stock 53,550 shares		2,264,094
Kinetic Concepts Inc.	Common Stock 53,400 shares		2,236,392
XL Group PLC	Common Stock 102,400 shares		2,234,368
Edison International	Common Stock 57,800 shares		2,231,080
Northgate Minerals Corporation	Common Stock 681,600 shares		2,181,120
Safeway Inc.	Common Stock 96,100 shares		2,161,289
Belden Inc.	Common Stock 58,650 shares		2,159,493
Meadowbrook Insurance Group Inc.	Common Stock 205,300 shares		2,104,325
Cobalt International Energy Inc.	Common Stock 170,800 shares		2,085,468
Forestar Group Inc.	Common Stock 107,600 shares		2,076,680
Tyco Electronics Ltd.	Common Stock 58,500 shares		2,070,900
Denbury Resources Inc.	Common Stock 104,700 shares		1,998,723
Stancorp Financial Group Inc.	Common Stock 43,900 shares		1,981,646
Western Alliance Bancorporation	Common Stock 261,150 shares		1,922,064
Manpower Inc.	Common Stock 29,800 shares		1,870,248
Chiquita Brands International Inc.	Common Stock 132,400 shares		1,856,248
Great Plains Energy Inc.	Common Stock 95,300 shares		1,847,867
SM Energy Company	Common Stock 31,350 shares		1,847,456
Acergy SA	Common Stock 75,350 shares		1,834,019
Reliance Steel & Aluminum Company	Common Stock 35,350 shares		1,806,385
Regions Financial Corporation	Common Stock 257,500 shares		1,802,500
RehabCare Group Inc.	Common Stock 75,900 shares		1,798,830
Keycorp	Common Stock 202,600 shares		1,793,010
People’s United Financial Inc.	Common Stock 127,700 shares		1,789,077
Reinsurance Group of America Inc.	Common Stock 32,950 shares		1,769,745
King Pharmaceuticals Inc.	Common Stock 122,400 shares		1,719,720
Discover Financial Services	Common Stock 92,400 shares		1,712,172
Texas Capital Bancshares Inc.	Common Stock 80,000 shares		1,701,600
NXP Semiconductors	Common Stock 81,100 shares		1,697,423
Treehouse Foods Inc.	Common Stock 32,750 shares		1,673,198
Temple-Inland Inc.	Common Stock 78,550 shares		1,668,402
Gardner Denver Inc.	Common Stock 24,200 shares		1,665,444
Super Valu Inc.	Common Stock 172,900 shares		1,665,027
CNO Financial Group Inc.	Common Stock 243,800 shares		1,652,964
Genworth Financial Inc. Class A	Common Stock 124,000 shares		1,629,360
Rent-A-Center Inc.	Common Stock 50,400 shares		1,626,912
Sun Trust Banks Inc.	Common Stock 55,100 shares		1,626,001
Scorpio Tankers Inc.	Common Stock 157,900 shares		1,596,369
FTI Consulting Inc.	Common Stock 41,500 shares		1,547,120
Aurizon Mines Ltd.	Common Stock 208,700 shares		1,527,684
Stone Energy Corporation	Common Stock 66,800 shares		1,488,972
PHH Corporation	Common Stock 63,100 shares		1,460,765
Allied World Assurance Company Holdings	Common Stock 23,850 shares		1,417,644

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


Identity of Issue	Description of Investment	Current Value

Inverness Medical Innovations Inc.	Common Stock 38,400 shares		1,405,440
Aegean Marine Petroleum Network Inc.	Common Stock 133,400 shares		1,391,362
Fifth Third Bancorp	Common Stock 94,500 shares		1,387,260
J.C. Penney Company Inc.	Common Stock 42,600 shares		1,376,406
ON Semiconductor Corporation	Common Stock 139,100 shares		1,374,308
Northwest Bancshares Inc.	Common Stock 115,650 shares		1,360,044
Harsco Corporation	Common Stock 45,900 shares		1,299,888
Cathay General Bancorp Inc.	Common Stock 74,500 shares		1,244,150
Orbital Sciences Corporation	Common Stock 72,350 shares		1,239,356
Arris Group Inc.	Common Stock 110,000 shares		1,234,200
Goodyear Tire & Rubber Company	Common Stock 104,100 shares		1,233,585
Intrepid Potash Inc.	Common Stock 32,550 shares		1,213,790
Del Monte Foods Company	Common Stock 63,700 shares		1,197,560
Hanover Insurance Group Inc.	Common Stock 25,250 shares		1,179,680
Hartford Financial Services Group Inc.	Common Stock 44,100 shares		1,168,209
ICU Medical Inc.	Common Stock 31,900 shares		1,164,350
Wausau Paper Corporation	Common Stock 134,783 shares		1,160,482
Digital River Inc.	Common Stock 33,300 shares		1,146,186
Aspen Insurance Holdings	Common Stock 38,100 shares		1,090,422
Allstate Corporation	Common Stock 32,000 shares		1,020,160
Embraer SA	Common Stock 34,300 shares		1,008,420
Delphi Financial Group Inc. Class A	Common Stock 34,800 shares		1,003,632
Wabash National Corporation	Common Stock 83,100 shares		984,735
Wesco International Inc.	Common Stock 18,650 shares		984,720
Royal Gold Inc.	Common Stock 18,000 shares		983,340
Digi International Inc.	Common Stock 87,500 shares		971,250
Middleby Corporation	Common Stock 11,500 shares		970,830
Swift Transportation Company Class A	Common Stock 76,800 shares		960,768
Libbey Inc.	Common Stock 62,000 shares		959,140
Assisted Living Concepts Inc. Class A	Common Stock 29,300 shares		953,129
FBR Capital Markets Corporation	Common Stock 249,000 shares		951,180
Aeroflex Holding Corporation	Common Stock 56,400 shares		927,780
Tutor Perini Corporation	Common Stock 41,400 shares		886,374
Boston Private Financial Holdings Inc.	Common Stock 134,000 shares		877,700
Timken Company	Common Stock 18,350 shares		875,846
Petroquest Energy Inc.	Common Stock 114,200 shares		859,926
Assurant Inc.	Common Stock 21,800 shares		839,736
CDC Software Corporation	Common Stock 132,800 shares		833,984
Validus Holding Ltd.	Common Stock 27,200 shares		832,592
Capital One Financial Corporation	Common Stock 19,500 shares		829,920
Radian Group Inc.	Common Stock 98,900 shares		798,123
Hackett Group Inc.	Common Stock 223,200 shares		783,432
Viewpoint Financial Group Inc.	Common Stock 66,540 shares		777,853
Highwoods Properties Inc.	Common Stock 24,300 shares		773,955
Lorillard Inc.	Common Stock 9,300 shares		763,158
Teleflex Inc.	Common Stock 14,100 shares		758,721
Accuray Inc.	Common Stock 112,300 shares		758,025
Penske Automotive Group Inc.	Common Stock 42,800 shares		745,576
Willis Group Holdings	Common Stock 21,350 shares		739,351

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


Identity of Issue	Description of Investment	Current Value

WSFS Financial Corporation	Common Stock 15,500 shares		735,320
National Penn Bancshares Inc.	Common Stock 91,300 shares		733,139
Airtran Holdings Inc.	Common Stock 99,000 shares		731,610
Nelnet Inc. Class A	Common Stock 30,700 shares		727,283
SCBT Financial Corporation	Common Stock 22,000 shares		720,500
Ciber Inc.	Common Stock 153,600 shares		718,848
Home Bancshares Inc.	Common Stock 32,550 shares		717,077
National Semiconductor Corporation	Common Stock 51,900 shares		714,144
Brown Shoe Company Inc.	Common Stock 51,200 shares		713,216
Maiden Holdings Ltd.	Common Stock 89,100 shares		700,326
Packaging Corporation of America	Common Stock 26,450 shares		683,468
Matrix Service Company	Common Stock 55,500 shares		675,990
Synovus Financial Corporation	Common Stock 255,500 shares		674,520
Beacon Roofing Supply Inc.	Common Stock 36,900 shares		659,403
Washington Real Estate Investment Trust	Common Stock 20,400 shares		632,196
Alterra Capital Holdings Inc.	Common Stock 28,600 shares		618,904
Campus Crest Communities Inc.	Common Stock 44,100 shares		618,282
Starwood Property Trust Inc.	Common Stock 28,700 shares		616,476
Providence Service Corporation	Common Stock 38,100 shares		612,267
Celadon Group Inc.	Common Stock 41,200 shares		609,348
Chimera Investment Corporation	Common Stock 140,700 shares		578,277
Magna International Inc. Class A	Common Stock 11,000 shares		572,000
First Horizon National Corporation	Common Stock 48,500 shares		571,330
UIL Corporation	Common Stock 19,000 shares		569,240
Simmons First National Corporation Class A	Common Stock 19,500 shares		555,750
Casual Male Retail Group Inc.	Common Stock 116,100 shares		550,314
Renasant Corporation	Common Stock 32,000 shares		541,120
Colbs Mckinnon Corporation NY	Common Stock 26,000 shares		528,320
Interpublic Group Companies Inc.	Common Stock 49,600 shares		526,752
Bancorp Rhode Island Inc.	Common Stock 18,000 shares		523,620
THL Credit Inc.	Common Stock 40,100 shares		521,701
Medical Action Industries Inc.	Common Stock 54,090 shares		518,182
American Campus Communities Inc.	Common Stock 16,100 shares		511,336
RTI International Metals Inc.	Common Stock 18,600 shares		501,828
Newpark Resources Inc.	Common Stock 81,200 shares		500,192
Stealthgas Inc.	Common Stock 62,300 shares		496,531
Goodrich Petroleum Corporation	Common Stock 26,600 shares		469,224
Plantronics Inc.	Common Stock 12,100 shares		450,362
Lakeland Industries Inc.	Common Stock 49,400 shares		432,250
Chatham Lodging Trust	Common Stock 25,000 shares		431,250
Generac Holdings Inc.	Common Stock 26,600 shares		430,122
Stifel Financial Corporation	Common Stock 6,724 shares		417,157
Terex Corporation	Common Stock 13,400 shares		415,936
Trinity Industries Inc.	Common Stock 15,600 shares		415,116
Exactech Inc.	Common Stock 22,000 shares		414,040
Dole Food Company Inc.	Common Stock 30,400 shares		410,704
Novell Inc.	Common Stock 69,200 shares		409,664
Approach Resources Inc.	Common Stock 17,300 shares		399,630
PPL Corporation	Common Stock 14,700 shares		386,904

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


Identity of Issue	Description of Investment	Current Value

America’s Car-Mart Inc.	Common Stock 14,200 shares		384,536
Harley Davidson	Common Stock 11,000 shares		381,370
Zimmer Holdings Inc.	Common Stock 7,100 shares		381,128
Pool Corporation	Common Stock 16,900 shares		380,926
Neutral Tandem Inc.	Common Stock 26,000 shares		375,440
Zoran Corporation	Common Stock 42,300 shares		372,240
Symantec Corporation	Common Stock 22,000 shares		368,280
Alliant Techsystems Inc.	Common Stock 4,800 shares		357,264
Shoe Carnival Inc.	Common Stock 13,200 shares		356,400
PPG Industries Inc.	Common Stock 4,200 shares		353,094
Lifepoint Hospitals Inc.	Common Stock 9,500 shares		349,125
California Water Service Group	Common Stock 9,300 shares		346,611
Dupont Fabros Technical Inc. REIT	Common Stock 16,200 shares		344,574
Granite Construction Inc.	Common Stock 12,400 shares		340,132
Nicor Inc.	Common Stock 6,800 shares		339,456
Vectren Corporation	Common Stock 13,300 shares		337,554
Mantech International Corporation Class A	Common Stock 8,100 shares		334,773
Essa Bancorp Inc.	Common Stock 24,700 shares		326,534
RPM International Inc.	Common Stock 14,500 shares		320,450
United Financial Bancorp Inc.	Common Stock 20,500 shares		313,035
Home Federal Bancorp Inc.	Common Stock 25,300 shares		310,431
Kennedy-Wilson Holdings Inc.	Common Stock 30,100 shares		300,699
Encore Bancshares Inc.	Common Stock 26,200 shares		268,812
New Frontier Media Inc.	Common Stock 153,600 shares		262,656
Air Transport Services Group Inc.	Common Stock 31,200 shares		246,480
AMN Healthcare Services Inc.	Common Stock 37,000 shares		227,180
UGI Corporation	Common Stock 7,100 shares		224,218
Bridgepoint Education Inc.	Common Stock 10,600 shares		201,400
US Airways Group Inc.	Common Stock 19,300 shares		193,193
Graham Packaging Company Inc.	Common Stock 14,800 shares		192,992
Healthways Inc.	Common Stock 17,100 shares		190,836
Global Geophysical Services	Common Stock 18,300 shares		189,954
Delek US Holdings Inc.	Common Stock 25,900 shares		188,552
LECG Corporation	Common Stock 130,600 shares		180,228
Republic Airways Holdings Inc.	Common Stock 24,200 shares		177,144
Global Power Equipment Group Inc.	Common Stock 6,900 shares		160,080
Geomet Inc.	Common Stock 135,310 shares		155,607
Gomet Inc.	Convertible Equity 13,767 shares		142,488
Buckeye Technologies Inc.	Common Stock 6,300 shares		132,363
Westar Energy Inc.	Common Stock 5,200 shares		130,832
eResearch Technology Inc.	Common Stock 17,500 shares		128,625
Electronics For Imaging Inc.	Common Stock 6,400 shares		91,584
Mistras Group Inc.	Common Stock 6,300 shares		84,924
Great American Group Inc.	Common Stock 155,400 shares		76,146
Global Indemnity PLC	Common Stock 3,000 shares		61,350
Capitol Federal Financial Inc.	Common Stock 1,600 shares		19,056

Total Small-Mid Cap Value Asset Class				260,811,950

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


Identity of Issue	Description of Investment	Current Value
Small-Mid Cap Index Asset Class:
Blackrock Extended Equity Market Fund F*	Common Collective Trust 4,735,096 units		136,228,720
Northern Trust Collective Extended Equity Market Index Fund - Lending*	Common Collective Trust 18,747 units		5,787,466

Total Small-Mid Cap Index Asset Class					142,016,186

Other:
BIF Money Fund	Cash and Short Term Investments				785,421

Notes Receivable from Participants*	Interest rates 4.25% - 11.00%				39,056,821

				$	2,506,465,714


*		Indicates party-in-interest

Supplemental Schedule
Amgen Retirement and Savings Plan
EIN: 95-3540776 Plan: #001
December 31, 2010

Schedule H, line 4i – Schedule of Assets (Acquired and Disposed of Within Year)


		Proceeds of
Identity of Issue	Description of Investment	Dispositions

Henkel AG & Company	Preferred Stock 34,800 shares	$	1,976,906
Compass Group	Common Stock 207,430 shares		1,779,527
Air Liquide	Common Stock 13,184 shares		1,605,035
Oversea-Chinese Banking Corporation	Common Stock 213,830 shares		1,483,447
SAP AG	Common Stock 28,100 shares		1,461,626
Mitsui O.S.K. Lines	Common Stock 201,000 shares		1,310,966
SABMiller PLC	Common Stock 39,370 shares		1,252,221
Rolls Royce Group	Common Stock 130,510 shares		1,250,167
Canadian Natural Resources	Common Stock 30,600 shares		1,009,678
Wolseley	Common Stock 46,200 shares		972,172
Adecco SA	Common Stock 20,390 shares		966,752
Carnival PLC	Common Stock 27,270 shares		960,184
Rogers Communications Inc. Class B	Common Stock 26,200 shares		953,514
Tenaris SA	Common Stock 45,830 shares		942,285
Lloyds Banking Group Ltd.	Common Stock 803,600 shares		888,040
Central Japan Railway Company	Common Stock 117 shares		876,145
Nitto Denko Corporation	Common Stock 22,800 shares		869,283
Toronto-Dominion Bank	Common Stock 11,650 shares		853,417
Wesfarmers Ltd.	Common Stock 33,720 shares		851,540
Yamaha Motor Company	Common Stock 56,400 shares		828,529
China Mobile Ltd.	Common Stock 77,500 shares		776,888
Nidec Corporation	Common Stock 8,900 shares		763,565
BG Group PLC	Common Stock 44,720 shares		733,126
Yara International	Common Stock 20,300 shares		712,820
InterContinental Hotels Group	Common Stock 37,240 shares		665,527
Makita Corporation	Common Stock 20,600 shares		646,518
Mediaset SpA	Common Stock 111,090 shares		638,397
Alfa Laval AB	Common Stock 31,440 shares		550,420
Olympus Corporation	Common Stock 20,500 shares		543,809
Rhodia	Common Stock 20,280 shares		529,511
Bank of China Hong Kong Holdings	Common Stock 195,000 shares		449,292
Charoen Pok Foods	Common Stock 837,800 shares		445,334
Keyence Corporation	Common Stock 1,900 shares		421,373
NSK Ltd.	Common Stock 62,000 shares		401,281
Petrobakken Energy Company Class A	Common Stock 20,400 shares		376,280
Republic of Greece 6.1% Due 8/20/2015	Government Bonds 330,000 units		357,300
Incitec Pivot	Common Stock 138,400 shares		339,348
GE Commercial Mortgage Corporation Series 2007-C1 Pass-Through Due 12/10/2049	Commercial Mortgage Backed 230,000 units		213,918
Bank America Corporation 7.625% Due 6/1/2019*	Corporate Bonds 150,000 units		170,154
Lloyds TSB Bank PLC 4.375% Due 1/12/2015	Corporate Bonds 170,000 units		167,681
Bank of Tokyo-Mitsubishi UFJ 3.85% Due 1/22/2015	Corporate Bonds 150,000 units		152,940
Lloyds TSB Bank PLC 5.8% Due 1/13/2020	Corporate Bonds 140,000 units		136,049

Schedule H, line 4i – Schedule of Assets (Acquired and Disposed of Within Year) (continued)


		Proceeds of
Identity of Issue	Description of Investment	Dispositions

Merrill Lynch & Company Inc. Trust # 00642 6.05% Due 8/15/2012*	Corporate Bonds 120,000 units		128,028
Bank America Corporation 7.4% Due 1/15/2011*	Corporate Bonds 120,000 units		122,306
Avis Budget Group, Inc. 4.64% Due 5/20/2015	Asset Backed Securities 110,000 units		110,192
America Movil 5% Due 3/30/2020	Corporate Bonds 100,000 units		98,300
Santander US Debt, SA Unipersonal 3.724% Due 1/20/2015	Corporate Bonds 100,000 units		97,766
Indorama Ventures	Common Stock 78,800 shares		95,906
Ball Corporation 6.75% Due 9/15/2020	Corporate Bonds 70,000 units		71,505
Washington Mutual Mortgage Pass-Through Series 2007-0A Variable Rate	Collateralized Mortgage Obligations 111,694 units		64,224
Medtronic Inc. 4.45% Due 3/15/2020	Corporate Bonds 60,000 units		60,280
Anheuser-Busch InBev Due 4/15/2020	Corporate Bonds 50,000 units		50,168
Municipal Electric Authority of Georgia 6.637% Due 4/1/2057	Municipal/Provincial Bonds 50,000 units		49,450
Nisource Finance Corporation 10.75% Due 3/15/2016	Corporate Bonds 35,000 units		46,799
Northrop Grumman 7.75% Due 03/1/2016	Corporate Bonds 25,000 units		32,605
Municipal Electric Authority of Georgia 6.655% Due 4/1/2057	Municipal/Provincial Bonds 30,000 units		29,670
National Semiconductor 6.6% Due 6/15/2017	Corporate Bonds 20,000 units		21,630


*		Indicates party-in-interest

Amgen Retirement and Savings Plan
EIN: 95-3540776 Plan Number: #001
Schedule G, Part 1 – Schedule of Loans or Fixed Income Obligations in Default
or Classified as Uncollectible
December 31, 2010


					Detailed description of loan including dates
	Original				of making and maturity, interest rate, the
	amount of		Unpaid balance		type and value of collateral, any
	loan		at end of year		renegotiation of the loan and the terms of	Amount of
	(cost of		(fair value of		the renegotiation and other material items	Interest
Identity of Obligor	security)		security)		(description of fixed income obligation)	Overdue

Kaupthing Bank	$	259,613	$	82,925	Corporate bonds 310,000 units 7.625% due 12/31/2040	$	47,725
Glitnir Banki HF		99,776		29,750	Corporate bonds 100,000 units 6.375% due 9/25/2012		12,750
Lehman Brothers Holdings Inc.		29,975		6,938	Corporate bonds 30,000 units 6.2% due 9/26/2014		1,860
Lehman Brothers Holdings Inc.		167,256		18	Corporate bonds 180,000 units 6.5% due 7/19/2017		23,400
Lehman Brothers Holdings Inc.		129,904		13	Corporate bonds 130,000 units 6.75% due 12/28/2017		21,938
Lehman Brothers Holdings Inc.		9,018		1	Corporate bonds 10,000 units 5.857% perpetual		1,464

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:	June 23, 2011	By:	/s/ JONATHAN M. PEACOCK

			Jonathan M. Peacock Executive Vice President and Chief Financial Officer Amgen Inc.

AMGEN RETIREMENT AND SAVINGS PLAN

INDEX TO EXHIBIT



Consent of Independent Registered Public Accounting Firm		Exhibit 23.1

Amgen (AMGN) 11-KAnnual report of employee stock purchases