Edgar Filing: AMGEN INC

2012 U.S. Plan 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

(Mark One)



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

For the fiscal year ended December 31, 2012



	¨	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,		91320-1799
Thousand Oaks, California		(Zip Code)
(Address of principal executive offices)

Amgen Retirement and Savings Plan

Audited Financial Statements

and Supplemental Schedules

Years Ended December 31, 2012 and 2011

Contents




Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2012 and 2011	2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2012 and 2011	3
Notes to Financial Statements	4

Supplemental Schedules:
Schedule of Assets (Held at End of Year)	17
Schedule of Assets (Acquired and Disposed of Within Year)	45
Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible	46
Schedule of Delinquent Participant Contributions	47

Signatures	48
Exhibits	49

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, 2012 and 2011, 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, 2012 and 2011, 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 conducted 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, 2012, and assets (acquired and disposed of within year) and delinquent participant contributions 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. Such information is the responsibility of the Plan’s management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ ERNST & YOUNG LLP

Los Angeles, California

June 14, 2013

Amgen Retirement and Savings Plan

Statements of Net Assets Available for Benefits



	December 31
	2012			2011
Assets
Investments at fair value	$	3,093,390,877		$	2,565,375,263
Notes receivable from participants	42,523,718			41,582,977
Other, including due from broker	1,071,309			15,455,227
Total assets	3,136,985,904			2,622,413,467
Liabilities
Other, including due to broker	2,490,209			3,654,915
Total liabilities	2,490,209			3,654,915
Net assets reflecting investments at fair value	3,134,495,695			2,618,758,552
Adjustment from fair value to contract value for interests in fully benefit-responsive investment contracts	(9,277,446		)	(9,442,892		)
Net assets available for benefits	$	3,125,218,249		$	2,609,315,660

See accompanying notes.

Amgen Retirement and Savings Plan

Statements of Changes in Net Assets Available for Benefits



	Year Ended December 31
	2012			2011
Additions to (deductions from) net assets:
Employer contributions	$	155,218,207		$	163,543,169
Participant contributions	131,980,807			129,944,790
Rollover contributions	11,686,616			7,685,837
Interest and dividend income	40,671,569			32,884,344
Net realized/unrealized gains (losses)	381,079,241			(72,286,657		)
Interest income on notes receivable from participants	1,830,249			1,904,717
Benefits paid	(200,062,951		)	(148,072,323		)
Investment and administrative fees	(6,501,149		)	(6,265,134		)
Net increase	515,902,589			109,338,743
Net assets available for benefits at beginning of year	2,609,315,660			2,499,976,917
Net assets available for benefits at end of year	$	3,125,218,249		$	2,609,315,660

See accompanying notes.

Amgen Retirement and Savings Plan

Notes to Financial Statements

December 31, 2012

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, 2012 and subsequently amended, with the most recent amendment adopted on November 2, 2012. 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 $17,000 in 2012 and $16,500 in 2011. Participant after-tax contributions are subject to IRS and Plan limitations and could not exceed a maximum of $8,000 in 2012 and 2011. 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 2012 and 2011. 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 distributions from certain other retirement plans qualified in the United States or certain individual retirement accounts (IRAs), referred to as rollover contributions (as defined in the Plan).

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Contributions (continued)

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 Contributions). 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, of up to 5% of eligible compensation (Matching Contributions).

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.

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

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

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. The value of an investment in an asset class is determined by its underlying investment vehicles which may include one or more of the following: 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 invest in various types of assets, including publicly traded common and preferred stocks, fixed income securities, collective trust funds and investment contracts. The asset classes are designed to provide participants with choices among a variety of investment objectives.

Payments of Benefits

Subject to Plan limitations, upon termination of employment, including termination due to disability (as defined in the Plan) or retirement, 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, or (e) a rollover distribution to an eligible retirement 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.

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.

Amgen Stock Dividends

Participants that invest in Amgen stock may elect to receive distributions of cash with respect to dividends the Company pays on Amgen stock or reinvest such dividends to acquire additional shares of Amgen stock.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Notes Receivable from Participants

Subject to certain restrictions, a participant can have up to two loans outstanding at any one time from his or her Plan account with a combined maximum loan amount which may not exceed the lesser of (a) 50% of the participant’s account balance (exclusive of amounts related to Roth contributions and earnings thereon) 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 which, until changed by the Company, are 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 of up 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.

Trustees

Bank of America, N.A. and The Northern Trust Company are the Plan’s co-trustees.

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).

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

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, 2012 and 2011, the Plan had three and two security-backed contracts, respectively, which are fully benefit-responsive investment contracts, including wrapper contracts and an insurance separate account contract. These contracts are backed by the Plan’s ownership interests in collective trust funds that invest in fixed income securities and the separate accounts of the insurance company that issued the contract which are comprised of fixed income securities. As of December 31, 2012, the issuers of the security-backed contracts all had minimum credit ratings of A- or equivalent by Standard & Poor’s, Moody’s Investor Services, Inc. and A.M. Best Company. 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, except as discussed below. 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%.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Fully Benefit-Responsive Investment Contracts (continued)

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 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, 2012 and 2011 were 1.0% and 1.7%, respectively, which represents 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, 2012 and 2011, respectively. The yields earned by the Plan with an adjustment to reflect the actual interest rates credited to participants were 2.4% and 3.5% as of December 31, 2012 and 2011, respectively, which represents the annualized earnings credited to participants divided by the fair value of all security-backed contracts as of December 31, 2012 and 2011, respectively.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Notes Receivable from Participants

Notes receivable from participants are carried at their unpaid balance plus accrued but unpaid interest, as applicable.

Due from/to Brokers

Purchases and sales of investments are recorded on a trade-date basis. Amounts due from brokers and due to brokers arise from unsettled sale and purchase transactions as of December 31, 2012 and 2011.

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)

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 divided 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 used for measuring 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 of input used that is significant to the overall fair value measurement.

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

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



	Fair value measurements at December 31, 2012 using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Amgen stock	$	184,496,548	$	—	$	—	$	184,496,548
Cash and cash equivalents	30,739,498		—		—		30,739,498
Common and preferred stocks:
Large cap growth	284,581,646		—		—		284,581,646
Large cap value	107,810,209		—		—		107,810,209
Small-mid cap growth	47,123,024		—		—		47,123,024
Small-mid cap value	263,613,306		156,304		—		263,769,610
Other	139,643,360		—		—		139,643,360
Debt securities:
U.S. Treasury securities	53,860,263		—		—		53,860,263
U.S. government agency securities	—		85,174,932		—		85,174,932
Corporate debt securities	—		37,162,921		—		37,162,921
Mortgage and asset backed securities	—		26,697,958		—		26,697,958
Mutual funds:
High yield debt	68,442,311		—		—		68,442,311
Inflation indexed debt	49,117,121		—		—		49,117,121
International growth	117,588,989		—		—		117,588,989
International value	199,377,358		—		—		199,377,358
Real estate investment trust index	75,805,226		—		—		75,805,226
Other	32,577,082		—		—		32,577,082
Collective trust funds:
Capital preservation	—		249,101,804		—		249,101,804
Emerging markets equity	—		106,801,562		—		106,801,562
Fixed income	—		22,579,485		—		22,579,485
Inflation indexed debt	—		2,747,985		—		2,747,985
International growth	—		52,241,069		—		52,241,069
International value	—		7,235,472		—		7,235,472
Large cap growth	—		18,058,984		—		18,058,984
Large cap index	—		530,046,061		—		530,046,061
Large cap value	—		5,909,161		—		5,909,161
Short term investments	—		53,674,169		—		53,674,169
Small-mid cap growth	—		3,261,024		—		3,261,024
Small-mid cap index	—		164,916,882		—		164,916,882
Small-mid cap value	—		16,895,408		—		16,895,408
Insurance separate account investment contract	—		55,532,074		—		55,532,074
Other	13,466		408,215		—		421,681
	$	1,654,789,407	$	1,438,601,470	$	—	$	3,093,390,877

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)



	Fair value measurements at December 31, 2011 using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Amgen stock	$	149,661,871	$	—	$	—	$	149,661,871
Cash and cash equivalents	27,633,435		—		—		27,633,435
Common and preferred stocks:
Large cap growth	257,227,790		—		—		257,227,790
Large cap value	102,403,491		—		—		102,403,491
Small-mid cap growth	40,131,480		—		—		40,131,480
Small-mid cap value	228,777,796		191,847		—		228,969,643
Other	87,684,790		—		—		87,684,790
Debt securities:
U.S. Treasury securities	38,694,429		—		—		38,694,429
U.S. government agency securities	—		73,208,766		—		73,208,766
Corporate debt securities	—		29,264,262		—		29,264,262
Mortgage and asset backed securities	—		19,488,781		—		19,488,781
Mutual funds:
High yield debt	55,053,733		—		—		55,053,733
Inflation indexed debt	37,528,268		—		—		37,528,268
International growth	81,546,244		—		—		81,546,244
International value	153,974,432		—		—		153,974,432
Real estate investment trust index	61,231,722		—		—		61,231,722
Other	27,126,159		—		—		27,126,159
Collective trust funds:
Capital preservation	—		265,279,555		—		265,279,555
Emerging markets equity	—		95,719,189		—		95,719,189
Fixed income	—		17,102,228		—		17,102,228
Inflation indexed debt	—		2,385,874		—		2,385,874
International growth	—		39,722,707		—		39,722,707
International value	—		11,691,206		—		11,691,206
Large cap growth	—		20,001,122		—		20,001,122
Large cap index	—		435,684,400		—		435,684,400
Large cap value	—		9,340,727		—		9,340,727
Short term investments	—		40,496,296		—		40,496,296
Small-mid cap growth	—		2,336,529		—		2,336,529
Small-mid cap index	—		135,575,001		—		135,575,001
Small-mid cap value	—		18,785,984		—		18,785,984
Other	3,650		421,499		—		425,149
	$	1,348,679,290	$	1,216,695,973	$	—	$	2,565,375,263

Amgen Retirement and Savings Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

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.

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 of and broker/dealer quotes on 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 in domestic and international markets for growth and value objectives as well as to replicate market indexes and to invest in emerging markets. The only redemption restriction with respect to these investments is on the Wells Fargo Stable Return Fund G (fair value of $99,350,460 at December 31, 2012) which requires a one-year notice to be given in the event of complete liquidation.

The fair value of the insurance separate account investment contract was determined by reference to the fair values of securities in the separate accounts underlying the contract.

4. Investments

The fair values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2012 and 2011 are as follows:



	December 31
	2012		2011
Blackrock Equity Index Fund F – Collective trust fund	$	497,201,610	$	412,424,033
Dodge & Cox International Fund – Mutual fund	199,377,358		153,974,432
Amgen stock	184,496,548		149,661,871
Blackrock Extended Equity Market Fund F – Collective trust fund	157,513,979		*

* 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, 2012 and 2011, net realized and unrealized gains/(losses) on the Plan’s investments were as follows:



	Year Ended December 31
	2012			2011
Amgen stock	$	49,564,698		$	22,543,979
Common and preferred stocks	125,069,426			(26,213,933		)
Debt securities	1,926,382			4,250,759
Mutual funds	64,631,385			(51,339,348		)
Collective trust funds	139,990,203			(21,002,501		)
Other	(102,853		)	(525,613		)
	$	381,079,241		$	(72,286,657	)

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. 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.

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, 2012, 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 2009.

6. Services Provided by the Company

During 2012 and 2011, 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, 2012 and 2011 consisted of the following:



	December 31
	2012			2011
Net assets available for benefits per the financial statements	$	3,125,218,249		$	2,609,315,660
Adjustment from fair value to contract value for fully benefit-responsive investment contracts	9,277,446			9,442,892
Amounts allocated to withdrawing participants	(1,179,116		)	(295,391		)
Deemed loans	(394,362		)	(465,964		)
Net assets per the Form 5500	$	3,132,922,217		$	2,617,997,197

For the year ended December 31, 2012, the following is a reconciliation of the net investment income per the financial statements to the Form 5500:



	Year Ended December 31 2012
Interest and dividend income	$	40,671,569
Net realized/unrealized gains	381,079,241
Total net investment income per the financial statements	421,750,810
Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
Less prior year adjustment	(9,442,892		)
Add current year adjustment	9,277,446
Total net investment income per the Form 5500	$	421,585,364

For the year ended December 31, 2012, the following is a reconciliation of distributions per the financial statements to the Form 5500:



	Year Ended December 31 2012
Benefits paid	$	(200,062,951	)
Investment and administrative fees	(6,501,149		)
Total distributions per the financial statements	(206,564,100		)
Add prior year amounts allocated to withdrawing participants	295,391
Less current year amounts allocated to withdrawing participants	(1,179,116		)
Add prior year deemed loan balance	465,964
Less current year deemed loan balance	(394,362		)
Total distributions per the Form 5500	$	(207,376,223	)

Supplemental Schedule

Amgen Retirement and Savings Plan

EIN: 95-3540776 Plan: #001

December 31, 2012

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



Identity of Issue		Description of Investment	Current Value

Amgen stock*		Employer Securities 2,140,331 shares			$	184,496,548

Capital Preservation Asset Class:
	Wells Fargo Stable Return Fund G*	Collective trust fund 1,930,392 units	$	99,350,460
	Wells Fargo Fixed Income Fund D*	Collective trust fund 6,226,260 units	78,576,640
	Wells Fargo Fixed Income Fund B*	Collective trust fund 3,402,054 units	71,174,704
	Metropolitan Life Insurance Company*	Insurance separate account investment contract 544,093 units	55,532,074
	Northern Trust Global Investments Collective Daily Short Term Investment Fund*	Collective trust fund 23,675,697 units	23,675,697
	Monumental Life Insurance Company*	Wrapper Contract	97,231
	United of Omaha Life Insurance Company*	Wrapper Contract	—
Total Capital Preservation Asset Class					328,406,806

Emerging Markets Equity Asset Class:
	JP Morgan Emerging Markets Equity Focus Fund*	Collective trust fund 5,608,308 units	101,005,623
	Northern Trust Global Investments Collective Daily MSCI Emerging Markets Fund - Non Lending*	Collective trust fund 36,993 units	5,795,939
Total Emerging Markets Equity Asset Class					106,801,562

Fixed Income Asset Class:
	Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund - Non Lending*	Collective trust fund 177,923 units	22,579,485
	United States Treasury SEC Stripped Interest Payments Due 05/15/2020	Government Bond 7,557,000 units	6,860,693
	United States Treasury Notes 1.375% Due 03/15/2013	Government Bond 5,660,000 units	5,674,371
	United States Treasury SEC Stripped Interest Payment Due 05/15/2018	Government Bond 5,125,000 units	4,894,616
	United States Treasury Notes 3.125% Due 05/15/2019	Government Bond 4,290,000 units	4,858,425
	United States Treasury Bonds 8.875% Due 08/15/2017	Government Bond 2,025,000 units	2,785,007
	United States Treasury Notes 2.25% Due 01/31/2015	Government Bond 2,580,000 units	2,685,620
	United States Treasury SEC Stripped Interest Payments Due 02/15/2020	Government Bond 2,500,000 units	2,287,118
	United States Treasury Notes 2.625% Due 12/31/2014	Government Bond 2,026,000 units	2,121,603
	United States Treasury Bonds Inflation Index 2.375% Due 01/15/2027	Index Linked Government Bonds 1,230,000 units	1,945,239
	United States Treasury SEC Stripped Interest Payments Due 08/15/2017	Government Bond 2,000,000 units	1,936,300
	Northern Trust Global Investments Collective Daily Short Term Investment Fund*	Collective trust fund 1,604,836 units	1,604,836
	United States Treasury Bonds 4.375% Due 11/15/2039	Government Bond 1,176,000 units	1,529,903
	United States Treasury Notes 1.375% Due 11/30/2018	Government Bond 1,170,000 units	1,201,078
	United States Treasury Notes 4.75% Due 08/15/2017	Government Bond 995,000 units	1,181,330
	United States Treasury SEC Stripped Interest Payment Due 08/15/2020	Government Bond 1,250,000 units	1,127,009
	United States Treasury Bonds Inflation Index 2.5% Due 01/15/2029	Index Linked Government Bonds 720,000 units	1,106,392
	Fannie Mae Pool #466430 3.37% Due 11/01/2020	Government Mortgage Backed Security 1,000,000 units	1,096,889
	Fannie Mae 0% Due 10/09/2019	Government Agency Bond 1,210,000 units	1,060,029
	United States Treasury Notes 1.375% Due 02/15/2013	Government Bond 1,050,000 units	1,051,599
	JP Morgan Chase Commercial Mortgage Securities Corporation Series 2005-LDP2 4.78% Due 07/15/2042*	Commercial Mortgage Backed Security 890,000 units	961,040
	United States Treasury SEC Stripped Interest Payments Due 02/15/2021	Government Bond 1,000,000 units	886,377
	United States Treasury SEC Stripped Interest Payments Due 05/15/2021	Government Bond 1,000,000 units	878,372
	Fannie Mae 0% Due 06/01/2017	Government Agency Bond 880,000 units	843,799
	United States Treasury SEC Stripped Interest Payments Due 11/15/2028	Government Bond 1,250,000 units	818,383
	Federal Home Loan Mortgage Corporation Pool #G1/4591 5.5% Due 12/01/2024	Government Mortgage Backed Security 740,087 units	803,357
	Fannie Mae 0% Due 07/05/2014	Government Agency Bond 800,000 units	790,103
	United States Treasury SEC Stripped Interest Payments Due 11/15/2029	Government Bond 1,230,000 units	776,290

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



Identity of Issue		Description of Investment	Current Value
	United States Treasury Notes 1.375% Due 12/31/2018	Government Bond 750,000 units	769,512
	Federal Home Loan Mortgage Corporation Pool #Al0379 8% Due 12/01/2036	Government Mortgage Backed Security 621,962 units	764,753
	Ginnie Mae 5.5% Due 06/20/2035	Government Mortgage Backed Security 650,000 units	759,958
	Fannie Mae 4.625% Due 05/1/2013	Government Agency Bond 730,000 units	740,804
	Federal Home Loan Mortgage Corporation Series 3507 5% Due 03/15/2036	Government Mortgage Backed Security 678,438 units	731,741
	United States Treasury SEC Stripped Interest Payment Due 02/15/2026	Government Bond 1,000,000 units	730,923
	Federal Home Loan Mortgage Corporation Multiclass Series 3677 4.5% Due 05/15/2040	Government Mortgage Backed Security 645,000 units	728,578
	United States Treasury SEC Stripped Interest Payment Due 02/15/2027	Government Bond 1,000,000 units	700,649
	United States Treasury SEC Stripped Interest Payment Due 11/15/2027	Government Bond 1,000,000 units	679,856
	Fannie Mae Pool #735581 5% Due 06/01/2035	Government Mortgage Backed Security 620,003 units	676,766
	Fannie Mae Series 2009-W1 6% Due 12/25/2049	Government Mortgage Backed Security 565,084 units	646,744
	Ford Credit Auto Owner Series 2012-A 0.084% Due 08/15/2016	Asset Backed Security 640,000 units	643,339
	Fannie Mae Pool #Am1762 2.39% Due 12/01/2022	Government Mortgage Backed Security 630,000 units	643,275
	United States Treasury 0% Due 02/15/2030	Government Bond 1,000,000 units	626,048
	Resolution FDG Corporation Federal Book Entry Principal Payment Due 07/15/2020	Government Agency Bond 700,000 units	618,717
	Ginnie Mae 6% Due 11/16/2032	Government Mortgage Backed Security 517,000 units	609,332
	Ginnie Mae 2007-035 6% Due 06/20/2037	Government Mortgage Backed Security 500,000 units	608,858
	United States Treasury SEC Stripped Interest Payments 6.5% Due 11/15/26	Government Bond 850,000 units	601,988
	Fannie Mae Remic Trust 2001-81 6.5% Due 01/25/2032	Government Mortgage Backed Security 528,622 units	597,617
	Federal Home Loan Mortgage Corporation Pool #Al2293 4.374% Due 06/01/2021	Government Mortgage Backed Security 513,139 units	597,045
	Fannie Mae Preassign 00015 5.9% Due 07/25/2042	Government Mortgage Backed Security 508,384 units	595,879
	Ally Auto Receivables Trust 2012-4 Class A3 0.59% Due 01/17/2017	Asset Backed Security 588,000 units	587,545
	Fannie Mae 2006-114 5.5% Due 10/25/2035	Government Mortgage Backed Security 545,000 units	581,735
	Federal Home Loan Mortgage Corporation Pool #S0/6297 3.5% Due 09/15/2042	Government Mortgage Backed Security 550,250 units	580,596
	BB-UBS Trust 2012-Tft 2.8922% Due 06/05/2030	Commercial Mortgage Backed Security 570,000 units	579,508
	Fannie Mae Remic Trust 2005-87 5% Due 12/25/2033	Government Mortgage Backed Security 540,000 units	564,477
	Fannie Mae Pool #333873 7% Due 11/01/2025	Government Mortgage Backed Security 476,033 units	558,319
	Federal National Mortgage Association Pool #Al0561 3.738% Due 06/01/2018	Government Mortgage Backed Security 494,082 units	556,610
	Ginnie Mae Pool #004903 6.5% Due 12/20/2040	Government Mortgage Backed Security 479,398 units	551,165
	Federal Home Loan Mortgage Corporation Series 2899 4% Due 12/15/2019	Government Mortgage Backed Security 500,000 units	551,062
	Fannie Mae Series 2002-86 6% Due 09/25/2032	Government Mortgage Backed Security 465,000 units	547,769
	Fannie Mae Remic Trust 2004-W12 6.5% Due 07/25/2044	Government Mortgage Backed Security 457,899 units	545,507
	Ginnie Mae 5% Due 03/16/2034	Government Mortgage Backed Security 460,000 units	544,971
	AH Mortgage Servicer Advance Revolving Trust 2011/1 A2 3.37% Due 05/10/2013	Asset Backed Security 542,000 units	542,000
	United States Treasury Notes 3% Due 02/28/17	Government Bond 490,000 units	539,000
	Fannie Mae Remic Series 2008-75 4.5% Due 09/25/2023	Government Mortgage Backed Security 500,000 units	532,435
	Fannie Mae Remic Series 2004-T1 6% Due 01/25/2044	Government Mortgage Backed Security 444,584 units	523,951
	Toyota Motor Credit Corporation 2% Due 09/15/2016	Corporate Bond 500,000 units	518,374
	Federal Home Loan Mortgage Corporation Series 3895 4.5% Due 07/15/2041	Government Mortgage Backed Security 450,000 units	515,112
	JP Morgan Chase Commercial Mortgage-Backed Securities 2006-Ldp7 Due 04/15/2045*	Commercial Mortgage Backed Security 440,000 units	506,357
	Wachovia Corporation 5.75% Due 02/01/2018	Corporate Bond 420,000 units	503,178
	AT&T Inc. 5.6% Due 05/15/2018	Corporate Bond 410,000 units	494,573
	National Credit Union Association Guaranteed Trust 2010-R3 Due 12/06/2020	Government Mortgage Backed Security 489,922 units	492,371
	United States Treasury Notes 3.625% Due 08/15/2019	Government Bond 420,000 units	489,070
	Ginnie Mae 2004-30 5.5% Due 02/20/2034	Government Mortgage Backed Security 440,000 units	486,241
	UBS Commercial Mortgage 2005-C2 5% Due 04/15/2030	Commercial Mortgage Backed Security 440,000 units	481,447
	Anadarko Petroleum Corporation 6.45% Due 09/15/2036	Corporate Bond 380,000 units	476,051
	Federal Home Loan Mortgage Corporation Multiclass Series 3662 5% Due 04/15/2040	Government Mortgage Backed Security 420,000 units	473,998
	Fannie Mae Remic Trust 2006-9 6% Due 03/25/2036	Government Mortgage Backed Security 413,952 units	473,445
	Federal Home Loan Mortgage Corporation Multiclass Series 3087 5.5% Due 12/15/2025	Government Mortgage Backed Security 426,034 units	472,152
	UBS Commercial Mortgage 2007-C1 Mortgage Pass-Through 5.455% Due 02/15/2040	Commercial Mortgage Backed Security 420,000 units	471,977
	Fannie Mae Pool #471834 1.4% Due 07/01/2017	Government Mortgage Backed Security 455,000 units	464,989
	Fannie Mae 3.726% Due 06/25/2021	Government Mortgage Backed Security 410,000 units	460,584
	United States Treasury Bonds 8.125% Due 02/15/2021	Government Bond 300,000 units	460,406

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 2072 6.5% Due 07/15/2028	Government Mortgage Backed Security 401,129 units	459,051
	General Electric Capital Corporation 2.25% Due 11/19/2015	Corporate Bond 439,000 units	453,362
	Fannie Mae Preassign 00166 6.5% Due 08/25/2036	Government Mortgage Backed Security 394,394 units	451,872
	Fannie Mae Pool #467025 3.38% Due 01/01/2018	Government Mortgage Backed Security 410,000 units	451,754
	Federal Home Loan Mortgage Corporation Series 3181 6.5% Due 07/15/2036	Government Mortgage Backed Security 378,955 units	448,942
	Fannie Mae 6% Due 07/25/2037	Government Mortgage Backed Security 400,000 units	447,141
	Federal Home Loan Mortgage Corporation Series 3211 6% Due 12/15/2035	Government Mortgage Backed Security 410,000 units	446,823
	Fannie Mae Pool #465973 3.59% Due 10/01/2020	Government Mortgage Backed Security 400,000 units	444,430
	Federal Home Loan Mortgage Corporation Multiclass Series 2980 6% Due 05/15/2035	Government Mortgage Backed Security 394,411 units	443,940
	Federal Home Loan Mortgage Corporation Series 2595 5% Due 04/15/2023	Government Mortgage Backed Security 390,000 units	442,217
	Fannie Mae Pool #AD9151 5% Due 08/01/2040	Government Mortgage Backed Security 395,810 units	442,094
	Federal Home Loan Mortgage Corporation Series 3819 6% Due 04/15/2036	Government Mortgage Backed Security 377,543 units	439,171
	Federal Home Loan Mortgage Corporation Pool #G0/6493 4.5% Due 05/01/2041	Government Mortgage Backed Security 406,330 units	437,553
	LB-UBS Commercial Mortgage Trust 4.954% Due 09/15/2030	Commercial Mortgage Backed Security 400,000 units	436,946
	Fannie Mae Pool #889649 6.5% Due 08/01/2037	Government Mortgage Backed Security 394,559 units	436,141
	Fannie Mae 1.80057001114% Due 12/25/2019	Government Mortgage Backed Security 425,000 units	436,097
	Goldman Sachs Group Inc. 5.375% Due 03/15/2020	Corporate Bond 380,000 units	435,491
	Federal Home Loan Mortgage Corporation Series 2901 4.5% Due 12/15/2019	Government Mortgage Backed Security 380,000 units	434,061
	JP Morgan Mortgage Trust Series 2004-A3 Due 07/25/2034*	Collateralized Mortgage Obligation 430,000 units	427,842
	Fannie Mae Series 2012-M8 1.52042% Due 04/25/2018	Government Mortgage Backed Security 414,141 units	423,770
	Fannie Mae Preassign 00611 5.5% Due 04/25/2033	Government Mortgage Backed Security 375,648 units	418,924
	Fannie Mae Pool #467059 3.81% Due 01/01/2019	Government Mortgage Backed Security 374,653 units	416,409
	Federal Home Loan Mortgage Corporation Pool #G1/4351 5% Due 11/01/2023	Government Mortgage Backed Security 381,570 units	410,524
	Federal Home Loan Mortgage Corporation Series 2113 6.5% Due 01/15/2029	Government Mortgage Backed Security 361,150 units	408,647
	Federal Home Loan Mortgage Corporation Multiclass Series 3005 5% Due 07/15/2025	Government Mortgage Backed Security 365,000 units	406,734
	Fannie Mae Remic Trust 2010-9 4.5% Due 10/25/2039	Government Mortgage Backed Security 385,000 units	402,319
	Fannie Mae Preassign 00653 5.5% Due 03/25/2023	Government Mortgage Backed Security 345,000 units	400,221
	Fannie Mae Pool #555531 5.5% Due 06/01/2033	Government Mortgage Backed Security 360,184 units	395,853
	Fannie Mae 2011-M2 3.645% Due 07/25/2021	Government Mortgage Backed Security 355,000 units	394,475
	Federal Home Loan Mortgage Corporation Pool #G04842 6% Due 10/01/2038	Government Mortgage Backed Security 358,396 units	391,692
	Fannie Mae Pool #468564 4.06% Due 07/01/2021	Government Mortgage Backed Security 340,000 units	389,578
	Ginnie Mae 2010-026 Remic 5% Due 02/20/2021	Government Mortgage Backed Security 336,492 units	386,965
	Ginnie Mae 5.5% Due 11/20/2033	Government Mortgage Backed Security 325,000 units	380,120
	JP Morgan Chase Commercial Mortgage Securities Trust 2006-A4 Due 05/12/2045*	Commercial Mortgage Backed Security 330,000 units	379,085
	Fannie Mae Remic Trust 2004-T3 6% Due 02/25/2044	Government Mortgage Backed Security 338,122 units	378,919
	Fannie Mae Remic Trust 2009-108 5% Due 09/25/2039	Government Mortgage Backed Security 353,747 units	376,137
	Fannie Mae Pool #Fn0009 3.416% Due 10/01/2020	Government Mortgage Backed Security 340,549 units	375,888
	Federal Home Loan Mortgage Corporation Preassign 00130 6.5% Due 02/25/2043	Government Mortgage Backed Security 318,552 units	374,711
	Fannie Mae Pool #890231 5% Due 07/01/2025	Government Mortgage Backed Security 344,919 units	373,651
	Banc America Mortgage Securities Inc. 2006-5 5.41% Due 09/10/2047*	Commercial Mortgage Backed Security 325,000 units	369,655
	Fannie Mae Pool #948542 6.5% Due 11/01/2037	Government Mortgage Backed Security 330,991 units	366,665
	Federal Home Loan Mortgage Corporation Series 2885 6% Due 11/15/2034	Government Mortgage Backed Security 291,998 units	364,050
	Resolution FDG Corporation Federal Generic Principle Payment Due 10/15/2019	Government Agency Bond 400,000 units	362,500
	Federal Home Loan Mortgage Corporation Series 3855 6.5% Due 11/15/2036	Government Mortgage Backed Security 314,574 units	360,100
	HSBC Holdings PLC 4% Due 03/30/2022	Corporate Bond 328,000 units	359,116
	Federal Home Loan Mortgage Corporation Series 3406 6% Due 01/15/2038	Government Mortgage Backed Security 326,406 units	358,264
	Federal Home Loan Mortgage Corporation Series 2173 6.5% Due 07/15/2029	Government Mortgage Backed Security 312,036 units	357,188
	Federal Home Loan Mortgage Corporation Pool #D98914 4% Due 01/01/2032	Government Mortgage Backed Security 326,640 units	355,954
	Fannie Mae Series 2009-70 Floating Rate Due 09/25/2039	Government Mortgage Backed Security 347,792 units	353,761
	Fannie Mae 2010-19 5% Due 02/25/2021	Government Mortgage Backed Security 316,110 units	350,552
	Tennessee Valley Authority 4.875% Due 01/15/2048	Government Agency Bond 280,000 units	350,489
	Conoco Inc. 6.95% Due 04/15/2029	Corporate Bond 250,000 units	348,543
	Federal Home Loan Mortgage Corporation Series 2461 6.5% Due 06/15/2032	Government Mortgage Backed Security 302,106 units	347,728
	Federal Home Loan Mortgage Corporation 5.25% Due 06/15/2017	Government Mortgage Backed Security 315,672 units	346,105
	American Credit Acceptance Receivable 2012-2 Class A 1.89% Due 07/15/16	Asset Backed Security 344,092 units	345,610
	Federal Home Loan Mortgage Corporation 6% Due 07/15/2037	Government Mortgage Backed Security 300,000 units	344,437

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



Identity of Issue		Description of Investment	Current Value
	General Electric Capital Corporation 5.625% Due 05/01/2018	Corporate Bond 290,000 units	344,385
	Fannie Mae Remic Series 2004-68 5% Due 09/25/2029	Government Mortgage Backed Security 320,230 units	342,985
	Federal Home Loan Mortgage Corporation Series 3383 5.5% Due 11/15/2027	Government Mortgage Backed Security 285,000 units	342,820
	Ginnie Mae 2003-18 Remic Pass-Through 5.5% Due 03/20/2033	Government Mortgage Backed Security 285,000 units	342,766
	Banc America Commercial Mortgage Inc. 2006-3 Due 07/10/2044*	Commercial Mortgage Backed Security 300,000 units	342,747
	Fannie Mae Pool #968066 6% Due 10/01/2022	Government Mortgage Backed Security 305,278 units	342,054
	Fannie Mae Pool #AD0329 6.5% Due 09/01/2028	Government Mortgage Backed Security 305,859 units	340,544
	UBS Commercial Mortgage 2007-C6 Mortgage Pass-Through Due 07/15/2040	Commercial Mortgage Backed Security 285,000 units	340,230
	UBS Commercial Mortgage 2007 C7 Variable Rate Mortgage Pass Thru Class A/3 09/15/2045	Commercial Mortgage Backed Security 285,000 units	339,785
	Hyundai Auto Receivables Trust 2012-B 0.62% Due 09/15/2016	Asset Backed Security 339,000 units	339,584
	Federal Home Loan Mortgage Corporation Series 2989 5% Due 06/15/2025	Government Mortgage Backed Security 308,739 units	337,364
	Ginnie Mae 0% Due 12/20/2040	Government Mortgage Backed Security 359,341 units	333,720
	Fannie Mae Remic Trust 2004-W1 5.04% Due 11/25/2043	Government Mortgage Backed Security 312,982 units	331,094
	Fannie Mae Series 2004-W12 6% Due 07/25/2044	Government Mortgage Backed Security 296,397 units	327,147
	Ginnie Mae Pool #711068 5% Due 01/15/2040	Government Mortgage Backed Security 297,429 units	326,452
	Fannie Mae Pool 6.0% Due 07/1/2037	Government Mortgage Backed Security 292,844 units	326,301
	Federal Home Loan Mortgage Corporation Series 2901 5% Due 06/15/2018	Government Mortgage Backed Security 305,000 units	325,850
	Fannie Mae Series 2002-82 6% Due 08/25/2032	Government Mortgage Backed Security 284,000 units	324,460
	Wachovia Bank Commercial Mortgage Pass-Through Due 07/15/45	Commercial Mortgage Backed Security 285,000 units	324,332
	Fannie Mae Remic Trust 2009-43 4% Due 06/25/2024	Government Mortgage Backed Security 306,512 units	324,245
	Chase Mortgage Financial Trust Series 2007-A1 Pass-Through 2.753% Due 02/25/2037*	Collateralized Mortgage Obligation 318,135 units	323,940
	Royal Bank of Canada 1.2% Due 09/19/2017	Corporate Bond 323,000 units	323,775
	Federal Home Loan Mortgage Corporation Series 2843 5% Due 08/15/2019	Government Mortgage Backed Security 298,000 units	323,642
	Federal Home Loan Mortgage Corporation Series 2864 5.5% Due 07/15/2033	Government Mortgage Backed Security 290,000 units	323,142
	Telefonica 6.221% Due 07/03/2017	Corporate Bond 290,000 units	322,625
	Wachovia Corporation 5.625% Due 10/15/2016	Corporate Bond 280,000 units	321,028
	Bear Stearns Commercial Mortgage Securities 2007-PWR16 Due 06/11/2040	Commercial Mortgage Backed Security 285,000 units	320,823
	Morgan Stanley Trust Service 2012-IO Remic Pass-Through 1% Due 03/27/2051	Collateralized Mortgage Obligation 320,048 units	320,048
	Freddie Mac Series 3605 5.5% Due 06/15/2037	Government Mortgage Backed Security 265,000 units	318,595
	Fannie Mae Pool #254762 5% Due 05/01/2023	Government Mortgage Backed Security 290,519 units	315,334
	Ginnie Mae Pool #738058 6% Due 05/20/2036	Government Mortgage Backed Security 278,903 units	312,832
	Fannie Mae Pool #745852 6.5% Due 01/01/2036	Government Mortgage Backed Security 265,013 units	312,637
	Wachovia Bank National Association 6% Due 11/15/2017	Corporate Bond 260,000 units	311,786
	Wells Fargo Mortgage Backed Securities 2004-EE Trust Variable Rate Due 12/25/2034*	Collateralized Mortgage Obligation 301,482 units	310,972
	Federal Home Loan Mortgage Corporation 6.15% Due 04/15/2028	Government Mortgage Backed Security 270,025 units	310,166
	Ally Auto 0.85% Due 08/15/2016	Asset Backed Security 305,000 units	306,678
	Ginnie Mae Pool #711067 5% Due 01/15/2040	Government Mortgage Backed Security 279,068 units	306,301
	Ginnie Mae Pool #738052 6% Due 07/20/2036	Government Mortgage Backed Security 272,502 units	305,653
	VNDO Mortgage Trust 2012-6Ave 2.9950% Due 11/15/2030	Commercial Mortgage Backed Security 295,237 units	304,725
	Fannie Mae Series 2010-111 Class AE 5.5% Due 04/25/2038	Government Mortgage Backed Security 277,083 units	303,733
	Ginnie Mae 2005-28 5.5% Due 04/20/2035	Government Mortgage Backed Security 271,495 units	301,809
	Fannie Mae Pool #949368 6.5% Due 09/01/2037	Government Mortgage Backed Security 272,419 units	301,780
	Merrill Lynch & Company Inc. 6.875% Due 04/25/2018*	Corporate Bond 250,000 units	301,364
	Verizon Communications Inc. 5.5% Due 02/15/2018	Corporate Bond 250,000 units	300,218
	Fannie Mae Preassign 00568 5% Due 04/25/2034	Government Mortgage Backed Security 281,000 units	296,682
	Fannie Mae Pool #466049 2.49% Due 10/01/2017	Government Mortgage Backed Security 278,454 units	296,129
	Citigroup, Inc. 8.5% Due 05/22/2019	Corporate Bond 220,000 units	295,820
	Ginnie Mae 6.5% Due 03/16/2031	Government Mortgage Backed Security 253,528 units	295,440
	World Omni Auto Receivables Trust Series 2012-A 1.0% Due 02/15/2017	Asset Backed Security 293,000 units	294,488
	First Horizon Mortgage Pass-Through Trust Series 2004-AR6 4.75% Due 12/25/34	Collateralized Mortgage Obligation 300,027 units	294,284
	CNH Equipment Trust 2011-B .91% Due 08/15/2016	Asset Backed Security 292,000 units	293,429
	Comcast Corporation 6.5% Due 01/15/2017	Corporate Bond 240,000 units	289,450
	Fannie Mae Pool #735070 6.5% Due 10/01/2024	Government Mortgage Backed Security 257,995 units	287,252
	Federal Home Loan Mortgage Corporation Series 3852 Floating Rate Due 05/15/2041	Government Mortgage Backed Security 262,374 units	286,965
	Wells Fargo Resecure Trust 2012-IO Class A 1.75% Due 08/22/2017*	Commercial Mortgage Backed Security 283,983 units	283,597
	Ginnie Mae 6% Due 08/20/2038	Government Mortgage Backed Security 231,000 units	280,805

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 2005-64 5.5% Due 07/25/2035	Government Mortgage Backed Security 232,000 units	279,385
	JP Morgan Chase Commercial Mortgage-Backed Securities Corporation Series 2006-Ldp6 Variable Rate Due 04/15/2043*	Commercial Mortgage Backed Security 250,000 units	278,734
	Fannie Mae Remic Trust 2012-132 Variable Rate Due 12/25/2042	Government Mortgage Backed Security 268,112 units	278,325
	Federal Home Loan Mortgage Corporation Series 3653 5% Due 04/15/2040	Government Mortgage Backed Security 256,848 units	278,094
	Federal Home Loan Mortgage Corporation Income Only Multiclass Series 4030 3.50% Due 04/15/2027	Government Mortgage Backed Security 2,247,721 units	276,798
	Barclays Bank 5.2% Due 07/10/2014	Corporate Bond 260,000 units	276,644
	Federal Home Loan Mortgage Corporation Pool 5.5% Due 01/1/2038	Government Mortgage Backed Security 254,838 units	275,296
	UBS AG Stamford Branch 3.875% Due 01/15/2015	Corporate Bond 260,000 units	274,732
	Fannie Mae Remic Trust 2002 7% Due 12/25/2041	Government Mortgage Backed Security 243,051 units	274,388
	Federal Home Loan Mortgage Corporation Series 2003-T57 7% Due 07/25/2043	Government Mortgage Backed Security 237,990 units	274,099
	Federal Home Loan Mortgage Corporation 5% Due 03/15/2018	Government Mortgage Backed Security 250,000 units	273,624
	Fannie Mae Preassign 00890 7% Due 11/25/2031	Government Mortgage Backed Security 229,985 units	273,594
	Fannie Mae Pool #256601 6% Due 02/01/2027	Government Mortgage Backed Security 245,262 units	268,362
	United States Treasury Bonds 4.24% Due 05/15/2039	Government Bond 210,000 units	267,914
	Federal Home Loan Mortgage Corporation Pool #A52195 7% Due 09/01/2036	Government Mortgage Backed Security 232,113 units	267,368
	Hydro-Quebec Series 8.4% Due 01/15/2022	Municipal/Provincial Bond 185,000 units	265,429
	Structured Asset Securities Corporation 2003-BC10 Pass-Through Due 10/25/2033	Asset Backed Security 300,000 units	265,127
	Fannie Mae Pool #995149 6.5% Due 10/01/2038	Government Mortgage Backed Security 234,973 units	263,700
	United States Treasury Bonds 4.5% Due 02/15/2036	Government Bond 200,000 units	263,219
	Fannie Mae Pool #Ap0645 3.5% Due 07/01/2032	Government Mortgage Backed Security 241,362 units	261,077
	Ally Auto 2.23% Due 03/15/2016	Asset Backed Security 255,000 units	260,738
	Fannie Mae Pool #948558 6.5% Due 12/01/2037	Government Mortgage Backed Security 234,525 units	259,801
	American Express Credit 5.125% Due 08/25/2014	Corporate Bond 240,000 units	257,122
	Federal Home Loan Mortgage Corporation Pool #G12728 6% Due 07/01/2022	Government Mortgage Backed Security 232,066 units	256,258
	Bank of America Corporation 4.9% Due 05/01/2013*	Corporate Bond 250,000 units	253,411
	National Bank of Canada 1.65% Due 01/30/2014	Corporate Bond 250,000 units	253,400
	Citigroup/Deutsche Bank Commercial 2005-CD1 Variable Rate Due 07/15/2044	Commercial Mortgage Backed Security 230,000 units	252,920
	CWMBS Inc. 5.25% Due 05/25/2034	Collateralized Mortgage Obligation 246,013 units	252,299
	Transocean Inc. 5.25% Due 03/15/2013	Corporate Bond 250,000 units	252,195
	Goldman Sachs Group Inc. 7.5% Due 02/15/2019	Corporate Bond 200,000 units	251,651
	Ginnie Mae 2008-047 Remic 5.25% Due 06/16/2038	Government Mortgage Backed Security 215,000 units	251,033
	Springleaf Mortgage Loan Trust Series 2012-2 Variable Rate Due 10/25/2057	Collateralized Mortgage Obligation 243,255 units	250,577
	Ginnie Mae Pool #556303 4.5% Due 12/15/2016	Government Mortgage Backed Security 229,089 units	250,098
	Stadshypotek AB (publ) 1.875% Due 10/02/2019	Corporate Bond 250,000 units	249,900
	Ginnie Mae Pool #005072 6.5% Due 10/20/2039	Government Mortgage Backed Security 217,118 units	248,536
	Fannie Mae Remic 6% Due 04/25/2037	Government Mortgage Backed Security 228,714 units	247,852
	Master Adjustable Rate Mortgages Trust 2004-8 Due 08/25/2034	Collateralized Mortgage Obligation 248,335 units	247,702
	Citigroup Mortgage Loan Trust Series 2010-8 4.5% Due 12/25/2036	Collateralized Mortgage Obligation 234,111 units	244,878
	Honda Auto 1.8% Due 04/17/2017	Asset Backed Security 240,000 units	244,093
	Ginnie Mae 2006-033 6% Due 07/20/2036	Government Mortgage Backed Security 212,568 units	244,016
	Federal Home Loan Mortgage Corporation 7% Due 07/15/2027	Government Mortgage Backed Security 210,248 units	243,666
	General Electric Capital Corporation 6% Due 08/07/2019	Corporate Bond 200,000 units	243,313
	Federal Home Loan Mortgage Corporation Series 1503 7% Due 05/15/2023	Government Mortgage Backed Security 212,957 units	243,285
	Morgan Stanley 7.3% Due 05/13/2019	Corporate Bond 200,000 units	243,044
	Structured Asset Securities Corporation 2003-26A Pass-Through Due 09/25/2033	Collateralized Mortgage Obligation 246,310 units	243,008
	Federal Home Loan Mortgage Corporation Pool 5.5% Due 11/1/2037	Government Mortgage Backed Security 224,268 units	242,692
	Fannie Mae Pool #256556 6% Due 01/01/2027	Government Mortgage Backed Security 221,659 units	242,674
	British Telecommunications PLC Stepup 12/15/2030	Corporate Bond 150,000 units	238,302
	UBS Commercial Mortgage Income Only Trust 2012-C1 2.561868% Due 05/10/2045	Commercial Mortgage Backed Security 1,563,761 units	238,119
	Federal Home Loan Mortgage Corporation Pool #A57681 6% Due 12/01/2036	Government Mortgage Backed Security 217,807 units	237,369
	Federal Home Loan Mortgage Corporation Series 2557 5.3% Due 01/15/2033	Government Mortgage Backed Security 215,326 units	236,473
	Morgan Stanley 6.625% Due 04/01/2018	Corporate Bond 200,000 units	235,715
	Sequoia Mortgage Trust Floating Rate Due 11/20/2034	Collateralized Mortgage Obligation 244,372 units	235,448
	Banc America Commercial Mortgage Inc. 2005-3 Pass-Through 4.727% Due 07/10/2043*	Commercial Mortgage Backed Security 220,000 units	235,042
	Freddie Mac Series 2078 6.5% Due 08/15/2028	Government Mortgage Backed Security 204,183 units	233,423
	Credit Agricole SA 8.375% Floating Rate Due 08/15/2029	Corporate Bond 220,000 units	233,200

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



Identity of Issue		Description of Investment	Current Value
	First Horizon Mortgage Pass-Through 2003-AR4 Due 12/25/33	Collateralized Mortgage Obligation 233,654 units	231,725
	HSBC Bank PLC 4.75% Due 01/19/2021	Corporate Bond 200,000 units	230,779
	Fannie Mae Pool #889213 5.5% Due 10/01/2020	Government Mortgage Backed Security 209,058 units	226,489
	Federal Home Loan Mortgage Corporation Series 2669 5.5% Due 08/15/2033	Government Mortgage Backed Security 206,000 units	226,145
	UBS-Bank of America Merrill Lynch Trust Series 2012-Wrm 3.663% Due 06/10/2030*	Commercial Mortgage Backed Security 211,000 units	225,514
	Banc America Mortgage Securities Inc. Series 2003-3 5.5% Due 05/25/2033*	Collateralized Mortgage Obligation 217,213 units	223,971
	Fannie Mae Remic Trust 1994-29 6.5% Due 02/25/2024	Government Mortgage Backed Security 193,397 units	223,571
	Federal Home Loan Mortgage Corporation Multiclass Series 1505 7% Due 05/15/2023	Government Mortgage Backed Security 194,584 units	223,119
	Residential Accredited Loans Inc. Pass-Through Series 2004-QS7 5.5% Due 05/25/2034	Collateralized Mortgage Obligation 240,234 units	222,663
	Devon Energy Corporation 7.95% Due 04/15/2032	Corporate Bond 150,000 units	221,919
	Fannie Mae 1993-215 6.5% Due 07/15/2014	Government Mortgage Backed Security 197,141 units	221,679
	Ginnie Mae 2009-094 Remic Pass-Through 5% Due 11/20/2038	Government Mortgage Backed Security 190,000 units	220,228
	USAA Auto Owner Trust 0.43% Due 08/15/2016	Asset Backed Security 220,000 units	219,841
	FirstEnergy Corporation 7.375% Due 11/15/2031	Corporate Bond 170,000 units	219,569
	Simon Property Group Inc. 6.125% Due 05/30/2018	Corporate Bond 180,000 units	219,260
	Caterpillar Financial Services Corporation 6.2% Due 09/30/2013	Corporate Bond 210,000 units	219,065
	Fannie Mae Remic Series 2004-101 5% Due 01/25/2020	Government Mortgage Backed Security 200,000 units	217,749
	Fannie Mae Pool #AD0584 7% Due 01/01/2039	Government Mortgage Backed Security 189,410 units	216,693
	Ginnie Mae 2007-024 Remic Pass-Through Floating Rate Due 05/20/2037	Government Mortgage Backed Security 1,310,174 units	216,501
	John Deere Capital Corporation 4.9% Due 09/09/2013	Corporate Bond 210,000 units	216,444
	Federal Home Loan Mortgage Corporation Series 2595 5.5% Due 04/15/2023	Government Mortgage Backed Security 195,867 units	216,434
	CWMBS Inc. Pass-Through 5.25% Due 05/25/2034	Collateralized Mortgage Obligation 211,092 units	216,229
	Federal Home Loan Mortgage Corporation Pool #A79090 6.5% Due 07/01/2034	Government Mortgage Backed Security 184,966 units	215,601
	Pfizer Inc. 6.2% Due 03/15/2019	Corporate Bond 170,000 units	214,876
	Ginnie Mae Pool #005159 7% Due 01/20/2039	Government Mortgage Backed Security 181,945 units	214,132
	UBS-Barclays Commercial Mortgage 2012-C2 3.52500009537% Due 05/10/2063	Commercial Mortgage Backed Security 197,600 units	214,062
	Banc America Mortgage Securities Inc. 2004-3 Pass-Through 5.5% Due 04/25/2034*	Collateralized Mortgage Obligation 210,000 units	214,051
	Fannie Mae Preassign 00324 6% Due 04/25/2033	Government Mortgage Backed Security 185,384 units	214,001
	Toronto Dominion Bank 2.2% Due 07/29/2015	Corporate Bond 205,000 units	213,610
	Fannie Mae Remic Series 2007-116 5.5% Due 08/25/2035	Government Mortgage Backed Security 187,816 units	211,963
	Citigroup Mortgage Securities Inc. 2004-4 Remic 5.5% Due 06/25/2034	Collateralized Mortgage Obligation 202,283 units	211,771
	National Australia Bank Limited 3% Due 07/27/2016	Corporate Bond 200,000 units	211,740
	Fannie Mae Remic Trust 2005-97 5.5% Due 11/25/2035	Government Mortgage Backed Security 185,903 units	211,650
	Daimler Financial North America LLC 2.25% Due 07/31/2019	Corporate Bond 210,000 units	211,589
	United States Treasury Notes 4% Due 08/15/2018	Government Bond 180,000 units	211,500
	Federal Home Loan Mortgage Corporation Series 2347 5.75% Due 08/15/2031	Government Mortgage Backed Security 191,035 units	211,070
	Federal Home Loan Mortgage Corporation Pool #P20410 5.5% Due 10/01/2033	Government Mortgage Backed Security 203,957 units	210,970
	Fannie Mae Pool #576557 6.5% Due 06/01/2019	Government Mortgage Backed Security 189,372 units	210,847
	Bank of America Corporation 5.65% Due 05/01/2018*	Corporate Bond 180,000 units	209,420
	Ginnie Mae Pool #782933 6.5% Due 10/15/2023	Government Mortgage Backed Security 188,425 units	209,308
	Fannie Mae Pool 5.0% Due 06/1/2035	Government Mortgage Backed Security 191,592 units	209,137
	Fannie Mae Remic Trust 2001-16 6% Due 05/25/2031	Government Mortgage Backed Security 185,632 units	208,825
	Citigroup, Inc. 6.01% Due 01/15/2015	Corporate Bond 190,000 units	207,616
	Fannie Mae Pool #890268 6.5% Due 10/01/2038	Government Mortgage Backed Security 184,230 units	206,679
	Freddie Mac Series 2797 4% Due 06/15/2032	Government Mortgage Backed Security 192,897 units	206,637
	Ginnie Mae Pool #738051 6% Due 03/20/2041	Government Mortgage Backed Security 182,675 units	203,870
	Thornburg Mortgage Securities Trust 2004-3 Pass-Through Floating Rate Due 11/30/2044	Collateralized Mortgage Obligation 206,572 units	202,625
	Fannie Mae Pool #745735 5% Due 03/01/2021	Government Mortgage Backed Security 184,329 units	201,297
	JP Morgan Chase Commercial Mortgage-Backed Securities Corporation Due 10/15/2042*	Commercial Mortgage Backed Security 185,000 units	201,222
	MetLife Global 3.875% Due 04/11/2022*	Corporate Bond 185,000 units	201,199
	Residential Accredited Loans Inc. Pass-Through Series 2003QS7 4.75% Due 04/25/2033	Collateralized Mortgage Obligation 197,593 units	201,158
	Northstar Mortgage Trust Series 2012-1 Floating Rate Due 04/25/2015	Commercial Mortgage Backed Security 198,630 units	198,274
	Federal Home Loan Mortgage Corporation Series 2649 5.5% Due 10/15/2022	Government Mortgage Backed Security 191,763 units	197,673
	Shell International Finance 4.375% Due 03/25/2020	Corporate Bond 170,000 units	197,192

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 1680 6.5% Due 02/15/2024	Government Mortgage Backed Security 176,730 units	197,110
	Fannie Mae Pool #889528 6.5% Due 05/01/2038	Government Mortgage Backed Security 177,923 units	197,099
	PHH Mortgage Trust Series 6% Due 07/25/2038	Collateralized Mortgage Obligation 182,519 units	196,201
	Wells Fargo Mortgage Backed Securities Due 09/25/2034*	Collateralized Mortgage Obligation 191,524 units	193,403
	Pacific Gas & Electric Company 6.05% Due 03/01/2034	Corporate Bond 150,000 units	193,260
	Federal Home Loan Mortgage Corporation Multiclass Series 3852 Floating Rate Due 05/15/2041	Government Mortgage Backed Security 178,787 units	192,875
	Bayview Commercial Asset Trust Variable Rate Due 11/25/2035	Commercial Mortgage Backed Security 245,916 units	192,842
	Cobalt CMBS Commercial Mortgage Trust 2006-C1 Pass-Through 5.186% Due 08/01/48	Commercial Mortgage Backed Security 170,000 units	192,706
	Fannie Mae Pool #AA8502 6% Due 08/01/2037	Government Mortgage Backed Security 172,294 units	192,453
	Morgan Stanley Dean Witter Capital I Trust 2003-HYB1 Variable Rate Due 02/25/2033	Collateralized Mortgage Obligation 194,086 units	190,893
	Washington Mutual Mortgage 5.5% Due 04/25/2033	Collateralized Mortgage Obligation 180,947 units	190,440
	Ginnie Mae Pool #603459 6% Due 01/15/2018	Government Mortgage Backed Security 172,477 units	188,740
	JP Morgan Mortgage Trust 2006-A2 3.75% Due 04/25/2036*	Collateralized Mortgage Obligation 186,381 units	188,649
	Deutsche Telekom International 5.75% Due 03/23/2016	Corporate Bond 165,000 units	188,003