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

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				inputs
		(Level 1)				(Level 2)				(Level 3)				Total
Assets:
Amgen stock		$	139,405,458			$	-			$	-			$	139,405,458
Cash and cash equivalents			19,881,557				-				-				19,881,557
Common and preferred stocks:
International growth			93,977,228				-				-				93,977,228
Large cap growth			255,478,824				-				-				255,478,824
Large cap value			85,741,285				-				-				85,741,285
Small-mid cap growth			38,249,402				-				-				38,249,402
Small-mid cap value			230,338,562				-				-				230,338,562
Other			70,224,981				-				-				70,224,981
Debt securities:
U.S. Treasury securities			44,550,895				-				-				44,550,895
U.S. government agency securities			-				62,179,392				-				62,179,392
Corporate debt securities			-				23,154,441				-				23,154,441
Mortgage and asset backed securities			-				16,770,352				-				16,770,352
Mutual funds:
High yield debt			55,894,767				-				-				55,894,767
Inflation indexed debt			28,201,779				-				-				28,201,779
International value			185,682,583				-				-				185,682,583
Real estate investment trust index			51,673,083				-				-				51,673,083
Other			23,687,490				-				-				23,687,490
Collective trust funds:
Capital preservation			-				226,216,729				-				226,216,729
Emerging markets equity			-				116,948,981				-				116,948,981
Fixed income			-				16,014,540				-				16,014,540
Inflation indexed debt			-				1,995,480				-				1,995,480
International			-				16,048,576				-				16,048,576
Large cap growth			-				22,395,947				-				22,395,947
Large cap index			-				423,896,749				-				423,896,749
Large cap value			-				6,184,215				-				6,184,215
Small-mid cap growth			-				2,463,833				-				2,463,833
Small-mid cap index			-				142,016,186				-				142,016,186
Small-mid cap value			-				19,473,575				-				19,473,575
Short term investments			-				47,835,124				-				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