UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

 

(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-12477

THE RETIREMENT AND SAVINGS PLAN FOR
AMGEN MANUFACTURING, LIMITED

State Road 31, Kilometer 24.6, Juncos, Puerto Rico 00777

(Full title and address of the plan)

AMGEN INC.

(Name of issuer of the securities held)

 

One Amgen Center Drive,		91320-1799
Thousand Oaks, California		(Zip Code)
(Address of principal executive offices)

 

 

The Retirement and Savings Plan for
Amgen Manufacturing, Limited

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)			17
Schedule of Assets (Acquired and Disposed of Within Year)			32
Signatures			33
Exhibits			34

Report of Independent Registered Public Accounting Firm

Amgen Manufacturing, Limited, as Named Fiduciary, and the Plan Participants
     of The Retirement and Savings Plan for Amgen Manufacturing, Limited

We have audited the accompanying statements of net assets available for benefits of The Retirement and Savings Plan for Amgen Manufacturing, Limited (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) 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     

San Juan, Puerto Rico
June 23, 2011

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Statements of Net Assets Available for Benefits

 

		December 31
		2010				2009
Assets
Investments at fair value		$	139,999,897			$	110,477,580
Notes receivable from participants			12,248,971				9,963,985
Other - principally due from broker			158,686				263,753
Total assets			152,407,554				120,705,318
Liabilities
Other - principally due to broker			150,506				215,831
Net assets reflecting investments at fair value			152,257,048				120,489,487
Adjustment from fair value to contract value for interest in collective trust fund relating to fully benefit-responsive investment contracts			(266,989	)			(16,333	)
Net assets available for benefits		$	151,990,059			$	120,473,154

See accompanying notes.

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Statements of Changes in Net Assets Available for Benefits

 

		Year Ended December 31
		2010				2009
Additions to (deductions from) net assets:
Employer contributions		$	11,138,501			$	11,327,502
Participant contributions			7,616,456				7,637,569
Rollover contributions			65,636				68,710
Interest and dividend income			873,815				893,092
Net realized/unrealized gains			14,062,319				17,188,943
Interest income on notes receivable from participants			576,795				601,961
Benefits paid			(2,816,617	)			(2,980,500	)
Net increase			31,516,905				34,737,277
Net assets available for benefits at beginning of year			120,473,154				85,735,877
Net assets available for benefits at end of year		$	151,990,059			$	120,473,154

See accompanying notes.

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements

December 31, 2010

1.  Description of the Plan

     The following description of The Retirement and Savings Plan for Amgen Manufacturing, Limited (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 January 1, 2002, most recently amended and restated effective January 1, 2006 and subsequently amended, with the most recent amendment adopted on December 4, 2009. The Plan is a defined contribution plan covering substantially all Puerto Rico resident employees of Amgen Manufacturing, Limited (the Company), a wholly owned subsidiary of Amgen Inc. (Amgen). The Plan, as amended, is intended to qualify under sections 1165(a) and (e) of the Puerto Rico Internal Revenue Code of 1994, as amended (the PR 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 and after-tax contributions or a combination of these types of contributions. A participant’s pre-tax contributions are subject to PR Code and Plan limitations and could not exceed $9,000 in 2010 and 2009. Participants may elect to contribute after-tax contributions beginning January 1 of the year following the year the participant was hired. Participant after-tax contributions are subject to PR Code and Plan limitations and could not exceed $1,500 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 pre-tax contributions, referred to as catch-up contributions, that are subject to PR Code and Plan limitations and could not exceed $1,000 in 2010 and 2009. Participants may also contribute pre-tax and after-tax amounts representing certain distributions from defined benefit or other defined contribution plans qualified in Puerto Rico, referred to as rollover contributions (as defined in the Plan).

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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 4% 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 and, if applicable, as catch-up contributions up to 5% of eligible compensation (Matching Contribution).

     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 who are or became eligible employees on or after January 1, 2007 are 100% vested with respect to all of their individual contributions, Company Contributions, and earnings and losses (hereafter referred to as “earnings”) thereon. Participants who are not and do not become eligible employees on or after January 1, 2007 are subject to certain vesting conditions (as defined in the Plan) with regard to Company contributions and related 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 vested portion of the participant’s account.

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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. 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.

Payments of Benefits

     Upon termination of employment, including termination due to disability (as defined in the Plan), death or retirement, a participant or the participant’s named beneficiary may elect to receive an amount equal to the value of his or her vested 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, or (d) 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 vested account balance, the participant’s beneficiary may elect to receive the distribution of remaining funds from among the alternatives described above.

     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 vested 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 January 1, 2006 bear interest at fixed rates based on the average borrowing rates of certain major banks. Loans made on or after January 1, 2006

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements (continued)

1.  Description of the Plan (continued)

Notes Receivable from Participants (continued)

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 vested account balances.

Trustee

     Banco Popular de Puerto Rico is the Plan’s trustee.

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).

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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. 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.

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.

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements (continued)

2.  Summary of Significant Accounting Policies (continued)

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.

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;

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements (continued)

3.  Fair Value Measurements (continued)

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 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 Retirement and Savings Plan for Amgen Manufacturing, Limited

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, 2010 using
		Quoted prices
		in active				Significant
		markets for				other				Significant
		identical				observable				unobservable
		assets				inputs				inputs
		(Level 1)				(Level 2)				(Level 3)				Total
Amgen stock		$	24,251,842			$	-			$	-			$	24,251,842
Cash and cash equivalents			44,099				-				-				44,099
Common and preferred stocks:
International growth			4,992,695				-				-				4,992,695
Large cap growth			15,382,092				-				-				15,382,092
Large cap value			3,239,826				-				-				3,239,826
Small-mid cap growth			1,403,088				-				-				1,403,088
Small-mid cap value			12,262,396				-				-				12,262,396
Other			299,735				-				-				299,735
Mutual funds:
High yield debt			2,473,085				-				-				2,473,085
Inflation indexed debt			548,925				-				-				548,925
International value			6,552,760				-				-				6,552,760
Real estate investment trust index			3,267,250				-				-				3,267,250
Collective trust funds:
Capital preservation			-				12,402,835				-				12,402,835
Emerging markets equity			-				5,429,356				-				5,429,356
Fixed income			-				7,186,707				-				7,186,707
Inflation indexed debt			-				51,259				-				51,259
International			-				1,191,104				-				1,191,104
Large cap growth			-				1,217,724				-				1,217,724
Large cap index			-				28,271,425				-				28,271,425
Large cap value			-				281,671				-				281,671
Small-mid cap growth			-				93,814				-				93,814
Small-mid cap index			-				5,366,964				-				5,366,964
Small-mid cap value			-				1,383,843				-				1,383,843
Short term investments			-				2,405,402				-				2,405,402
		$	74,717,793			$	65,282,104			$	-			$	139,999,897

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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
Amgen stock		$	24,454,206			$	-			$	-			$	24,454,206
Cash and cash equivalents			115,481				-				-				115,481
Common and preferred stocks:
Growth			16,545,699				-				-				16,545,699
Value			11,251,726				-				-				11,251,726
Other			236,841				141,545				-				378,386
Mutual funds:
Fixed income			2,151,872				-				-				2,151,872
Value			4,392,212				-				-				4,392,212
Other			2,268,804				-				-				2,268,804
Collective trust funds:
Fixed income			-				16,152,094				-				16,152,094
Growth			-				2,002,548				-				2,002,548
Index			-				25,157,297				-				25,157,297
Value			-				1,635,861				-				1,635,861
Other			-				3,971,394				-				3,971,394
		$	61,416,841			$	49,060,739			$	-			$	110,477,580

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements (continued)

3.  Fair Value Measurements (continued)

     The fair value of common stocks (including Amgen stock), preferred stocks and mutual funds 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.

     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		$	25,936,414			$	19,383,462
Amgen stock			24,251,842				24,454,206
Wells Fargo Stable Return Fund G – Collective trust fund			12,402,835				10,284,540

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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		$	(733,540	)		$	(402,123	)
Common and preferred stocks			6,231,488				6,945,129
Mutual funds			1,738,071				2,834,718
Collective trust funds			6,811,252				7,809,583
Other			15,048				1,636
		$	14,062,319			$	17,188,943

5.  Income Tax Status

     The Plan received a determination letter from the Puerto Rico Treasury Department (PRTD), dated June 22, 2007 and with an effective date of January 1, 2006, stating that the Plan is qualified, in form, under the PR Code and, therefore, the related trust forming a part of the Plan is exempt from taxation. Subsequent to this determination by the PRTD, 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 PR Code to maintain its qualification. The Company believes the Plan is currently being operated in compliance with the applicable requirements of the PR 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, 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 PRTD, however there are currently no audits for any periods in progress. The Company believes the Plan is no longer subject to PRTD examinations with respect to annual reports for years prior to 2006.

The Retirement and Savings Plan for Amgen Manufacturing, Limited

Notes to Financial Statements (continued)

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.

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		$	151,990,059			$	120,473,154
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			266,989				16,333
Amounts allocated to withdrawing participants			(21,374	)			(16,711	)
Deemed loans			(96,970	)			(14,370	)
Net assets per the Form 5500		$	152,138,704			$	120,458,406

     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		$	873,815
Net realized/unrealized gains			14,062,319
Total net investment income per the financial statements			14,936,134
Adjustment from fair value to contract value for interest in collective trust funds relating to fully benefit-responsive investment contracts:
Less prior year adjustment			(16,333	)
Add current year adjustment			266,989
Total net investment income per the Form 5500		$	15,186,790

The Retirement and Savings Plan for Amgen Manufacturing, Limited

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		$	2,816,617
Less prior year amounts allocated to withdrawing participants			(16,711	)
Add current year amounts allocated to withdrawing participants			21,374
Less prior year deemed loan balance			(14,370	)
Add current year deemed loan balance			96,970
Total distributions per the Form 5500		$	2,903,880

Supplemental Schedule

The Retirement and Savings Plan for Amgen Manufacturing, Limited

EIN: 98-0210484 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 441,746 shares						$	24,251,842
Capital Preservation Asset Class:
Wells Fargo Stable Return Fund G		Common Collective Trust 253,745 units			12,402,835
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 795,149 units			795,149
Total Capital Preservation Asset Class									13,197,984
Emerging Markets Equity Asset Class:
JP Morgan Emerging Markets Equity Focus Fund		Common Collective Trust 91,181 units			5,010,421
Northern Trust Collective MSCI Emerging Markets Fund -     Non-Lending*		Common Collective Trust 2,572 units			418,935
Total Emerging Markets Equity Asset Class									5,429,356
Fixed Income Asset Class:
JP Morgan Core Bond Fund		Common Collective Trust 456,261 units			6,519,974
Northern Trust Collective Aggregate Bond Index Fund -     Non-Lending*		Common Collective Trust 5,909 units			666,733
Total Fixed Income Asset Class									7,186,707
High Yield Asset Class:
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 255,075 units			255,075
Blackrock High Yield Bond Fund*		Mutual Fund 322,436 units			2,473,085
Total High Yield Asset Class									2,728,160
Inflation Protection Asset Class:
Vanguard Inflation Protected Fund		Mutual Fund 21,493 units			548,924
Northern Trust Collective TIPS Index Fund - Non-Lending*		Common Collective Trust 443 units			51,259
Total Inflation Protection Asset Class									600,183
International Equity Value Asset Class:
Northern Trust Collective EAFE Index Fund - Non-     Lending*		Common Collective Trust 1,762 units			372,865
Dodge & Cox International Fund		Mutual Fund 183,499 units			6,552,760
Total International Equity Value Asset Class									6,925,625
International Growth Asset Class:
Northern Trust Collective EAFE Index Fund - Non-     Lending*		Common Collective Trust 3,867 units			818,239
BHP Billiton PLC		Common Stock 4,370 shares			174,537
Rio Tinto		Common Stock 2,205 shares			154,886
British American Tobacco		Common Stock 3,278 shares			126,432
Novo-Nordisk AS DKK1 Series B		Common Stock 1,020 shares			115,499
Lanxess AG		Common Stock 1,440 shares			114,171

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

Identity of Issue		Description of Investment		Current Value
Komatsu		Common Stock 3,700 shares			112,088
UBS AG		Common Stock 6,493 shares			106,928
CNOOC Ltd.		Common Stock 44,000 shares			104,373
Anheuser-Busch Inbev NV		Common Stock 1,718 shares			98,645
Swatch Group		Common Stock 220 shares			98,376
Scheider Electric		Common Stock 650 shares			97,665
Volvo AB Series B		Common Stock 5,505 shares			97,034
Hitachi		Common Stock 17,000 shares			90,759
Centrica		Common Stock 17,420 shares			90,439
Magna International Inc.		Common Stock 1,720 shares			89,440
Banpu Public Company		Common Stock 3,000 shares			78,819
Atlas Copco AB Series A		Common Stock 3,120 shares			78,756
Tata Motors Ltd.		Common Stock 2,680 shares			78,631
Fuji Heavy Industries		Common Stock 10,000 shares			77,677
Assa Abloy Series B		Common Stock 2,755 shares			77,656
Enbridge Inc.		Common Stock 1,360 shares			77,016
Fanuc Ltd.		Common Stock 500 shares			76,876
WPP PLC		Common Stock 6,170 shares			76,266
Swire Pacific		Common Stock 4,500 shares			73,981
Barrick Gold Corporation		Common Stock 1,370 shares			72,857
Ping An Insurance Group H		Common Stock 6,500 shares			72,662
Anglo American		Common Stock 1,390 shares			72,589
Hongkong Land Holding		Common Stock 10,000 shares			72,200
Exor Spa		Common Stock 2,160 shares			71,516
Arm Holdings		Common Stock 10,790 shares			71,510
Swedbank AB Series A		Common Stock 5,110 shares			71,297
DnB NOR ASA		Common Stock 5,047 shares			71,114
BASF SE		Common Stock 874 shares			69,999
Nestle SA		Common Stock 1,190 shares			69,899
SMC Corporation		Common Stock 400 shares			68,602
Isuzu Motors		Common Stock 15,000 shares			68,245
Iluka Resources		Common Stock 7,260 shares			68,019
Weir Group		Common Stock 2,320 shares			64,655
Stora Enso Oyj Series R		Common Stock 6,250 shares			64,436
Petrofac		Common Stock 2,570 shares			63,856
Royal Dutch Shell A		Common Stock 1,880 shares			62,372
Banco Bradesco SA		Preferred Stock 3,079 shares			60,560
China Construction Bank H		Common Stock 67,000 shares			60,073
Singapore Airlines		Common Stock 5,000 shares			59,717
Sampo Oyj Series A		Common Stock 2,170 shares			58,369
Arkema Eur10		Common Stock 800 shares			57,815
Oriental Land Company Ltd.		Common Stock 600 shares			55,632
Credicorp Ltd.		Common Stock 465 shares			55,293
Lojas Renner SA		Common Stock 1,600 shares			54,361
Pacific Rubiales		Common Stock 1,590 shares			54,005

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

Identity of Issue		Description of Investment		Current Value
Oz Minerals Ltd.		Common Stock 29,210 shares			51,500
Tele2 AB Series B		Common Stock 2,460 shares			51,082
ST Microelectronics		Common Stock 4,600 shares			47,758
Canadian National Railways		Common Stock 712 shares			47,543
Check Point Software Technologies		Common Stock 1,010 shares			46,723
DeNA Company Ltd.		Common Stock 1,300 shares			46,675
Yangzijiang Shipbu		Common Stock 31,000 shares			46,220
P.T. Astra International		Common Stock 7,500 shares			45,408
CP ALL PLC		Common Stock 34,800 shares			45,311
Sandvik AB		Common Stock 2,295 shares			44,754
Aggreko		Common Stock 1,910 shares			44,318
Wynn Macau Ltd.		Common Stock 19,600 shares			43,871
Wacker Chemie		Common Stock 235 shares			41,174
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 39,518 units			39,518
China Yurun Food Group Ltd.		Common Stock 11,900 shares			39,112
Unicharm Corporation		Common Stock 900 shares			35,842
HSBC Holdings		Common Stock 3,480 shares			35,475
Sanrio Company Ltd.		Common Stock 1,500 shares			35,195
Zeon Corporation		Common Stock 4,000 shares			33,537
Dassault Systems		Common Stock 430 shares			32,547
ICL-Israel Chemicals		Common Stock 1,850 shares			31,776
Sina Corporation		Common Stock 460 shares			31,657
Gran Tierra Energy		Common Stock 3,100 shares			25,239
United Laboratories		Common Stock 12,000 shares			24,637
Air China Ltd. H		Common Stock 6,000 shares			6,738
Cash		Cash and Short Term Investments			640
Total International Growth Asset Class									5,851,092
Large Cap Growth Asset Class:
Northern Trust Collective Russell 1000 Growth Index Fund - Non-Lending*		Common Collective Trust 7,763 units			1,217,724
Apple Inc.		Common Stock 1,228 shares			886,395
Amazon.Com Inc.		Common Stock 1,256 shares			452,880
Google Inc. Class A		Common Stock 313 shares			447,259
Ford Motor Company		Common Stock 11,991 shares			333,970
Cummins Inc.		Common Stock 1,987 shares			333,000
Netapp Inc.		Common Stock 3,600 shares			328,111
Deere & Company		Common Stock 2,203 shares			315,009
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 161,807 units			300,586
American Express Company		Common Stock 3,311 shares			279,881
Cognizant Technology Solutions Corporation Class A		Common Stock 3,126 shares			276,743
Cisco Systems Inc.		Common Stock 4,120 shares			275,518
Precision Castparts Corporation		Common Stock 1,204 shares			274,801
priceline.com Inc.		Common Stock 558 shares			266,899

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

Identity of Issue		Description of Investment		Current Value
F5 Networks Inc.		Common Stock 1,719 shares			245,872
Qualcomm Inc.		Common Stock 2,628 shares			242,897
Allergan Inc.		Common Stock 1,866 shares			238,010
Oracle Corporation		Common Stock 4,610 shares			236,628
VMware Inc.		Common Stock 1,810 shares			225,831
Salesforce.com Inc.		Common Stock 1,689 shares			222,948
Coca-Cola Company		Common Stock 1,620 shares			217,774
FMC Technologies Inc.		Common Stock 2,367 shares			210,450
National Oilwell Varco		Common Stock 2,008 shares			190,856
Schlumberger Ltd.		Common Stock 1,320 shares			188,710
Estee Lauder Companies Inc. Class A		Common Stock 2,310 shares			186,417
Jones Lang LaSalle Inc.		Common Stock 2,076 shares			174,218
Eaton Corporation		Common Stock 1,681 shares			170,638
General Motors Company		Common Stock 4,520 shares			166,607
EMC Corporation		Common Stock 4,190 shares			158,926
Perrigo Company		Common Stock 2,497 shares			158,135
Occidental Petroleum Corporation		Common Stock 990 shares			157,941
Dollar Tree Inc.		Common Stock 2,581 shares			144,742
American Tower Corporation Class A		Common Stock 1,630 shares			144,592
Chipotle Mexican Grill Inc.		Common Stock 635 shares			135,039
Netflix Inc.		Common Stock 810 shares			131,072
Broadcom Corporation Class A		Common Stock 1,450 shares			122,811
Halliburton Company		Common Stock 2,860 shares			116,774
Discovery Communications Inc.		Common Stock 2,774 shares			115,676
Costco Wholesale Corporation		Common Stock 830 shares			115,536
Agilent Technologies Inc.		Common Stock 1,870 shares			113,518
Red Hat Inc.		Common Stock 2,479 shares			113,166
Emerson Electric Company		Common Stock 1,060 shares			110,910
Microsoft Corporation		Common Stock 3,900 shares			108,888
Freeport-McMoRan Copper & Gold Inc.		Common Stock 470 shares			108,081
FedEx Corporation		Common Stock 1,160 shares			107,892
Varian Medical Systems Inc.		Common Stock 960 shares			103,920
McDonald’s Corporation		Common Stock 670 shares			102,091
Alexion Pharmaceuticals Inc.		Common Stock 809 shares			91,746
Marriott International Inc.		Common Stock 2,170 shares			90,142
T Rowe Price Group Inc.		Common Stock 1,340 shares			86,484
Hewlett-Packard Company		Common Stock 2,050 shares			86,305
Intuit Inc.		Common Stock 1,200 shares			86,275
Paccar Inc.		Common Stock 1,480 shares			84,982
Acme Packet Inc.		Common Stock 1,574 shares			83,674
Target Corporation		Common Stock 1,370 shares			82,378
Juniper Networks Inc.		Common Stock 2,180 shares			80,486
Check Point Software Technologies		Common Stock 1,710 shares			79,105
International Business Machines Corporation		Common Stock 530 shares			77,783
Flowserve Corporation		Common Stock 650 shares			77,493

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

Identity of Issue		Description of Investment		Current Value
Mylan Inc.		Common Stock 3,606 shares			76,195
Celgene Corporation		Common Stock 1,280 shares			75,699
Walt Disney Company		Common Stock 1,960 shares			73,520
Cree Inc.		Common Stock 1,105 shares			72,808
EQT Corporation		Common Stock 1,610 shares			72,192
AmerisourceBergen Corporation		Common Stock 2,110 shares			71,993
Autodesk Inc.		Common Stock 1,850 shares			70,670
IntercontinentalExchange, Inc.		Common Stock 590 shares			70,299
Rovi Corporation		Common Stock 1,130 shares			70,071
Nike Inc. Class B		Common Stock 810 shares			69,190
Wells Fargo & Company		Common Stock 2,230 shares			69,108
Anheuser-Busch Inbev NV		Common Stock 1,210 shares			69,079
Philip Morris International Inc.		Common Stock 1,160 shares			67,895
KLA-Tencor Corporation		Common Stock 1,720 shares			66,461
Scripps Networks Interactive Inc. Class A		Common Stock 1,280 shares			66,240
International Paper Company		Common Stock 2,430 shares			66,193
Mosaic Company		Common Stock 850 shares			64,906
Intel Corporation		Common Stock 3,080 shares			64,772
Concho Resources Inc.		Common Stock 730 shares			63,999
Cliffs Natural Resources Inc.		Common Stock 820 shares			63,968
Praxair Inc.		Common Stock 670 shares			63,965
W.W. Grainger Inc.		Common Stock 460 shares			63,531
Peabody Energy Corporation		Common Stock 990 shares			63,340
Cardinal Health Inc.		Common Stock 1,630 shares			62,445
United Parcel Service Inc.		Common Stock 860 shares			62,419
MetLife Inc.		Common Stock 1,400 shares			62,216
PPG Industries Inc.		Common Stock 740 shares			62,212
Whole Foods Market Inc.		Common Stock 1,220 shares			61,720
Omnicom Group Inc.		Common Stock 1,340 shares			61,372
Abbott Laboratories		Common Stock 1,280 shares			61,325
Chevron Corporation		Common Stock 670 shares			61,138
Exxon Mobil Corporation		Common Stock 830 shares			60,690
E.I. du Pont de Nemours & Company		Common Stock 1,210 shares			60,355
Goodrich Corporation		Common Stock 680 shares			59,888
Joy Global Inc.		Common Stock 690 shares			59,858
Starbucks Corporation		Common Stock 1,860 shares			59,762
Family Dollar Stores Inc.		Common Stock 1,200 shares			59,652
Johnson Controls Inc.		Common Stock 1,550 shares			59,210
Activision Blizzard Inc.		Common Stock 4,750 shares			59,090
Teradata Corporation		Common Stock 1,430 shares			58,859
Dover Corporation		Common Stock 1,000 shares			58,450
Ametek Inc.		Common Stock 1,485 shares			58,286
Waters Corporation		Common Stock 750 shares			58,283
Mattel Inc.		Common Stock 2,290 shares			58,235
Lazard Ltd. Class A		Common Stock 1,470 shares			58,050

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

Identity of Issue		Description of Investment		Current Value
Hersey Company		Common Stock 1,230 shares			57,995
eBay Inc.		Common Stock 2,040 shares			56,773
Rockwell Automation		Common Stock 790 shares			56,651
Aflac Inc.		Common Stock 1,000 shares			56,430
DIRECTV Class A		Common Stock 1,390 shares			55,503
Wal-Mart Stores Inc.		Common Stock 1,020 shares			55,009
TJX Companies Inc.		Common Stock 1,220 shares			54,156
Colgate-Palmolive Company		Common Stock 660 shares			53,044
Cooper Industries PLC		Common Stock 910 shares			53,044
Visa Inc. Class A		Common Stock 750 shares			52,785
Kohl’s Corporation		Common Stock 970 shares			52,710
McKesson Corporation		Common Stock 740 shares			52,081
Coach Inc.		Common Stock 940 shares			51,991
Marvell Technology Group		Common Stock 2,800 shares			51,940
Goldcorp Inc.		Common Stock 1,110 shares			51,038
Expeditors International of Washington Inc.		Common Stock 910 shares			49,686
Eli Lilly & Company		Common Stock 1,400 shares			49,056
Xerox Corporation		Common Stock 4,160 shares			47,923
Hospira Inc.		Common Stock 850 shares			47,337
Norfolk Southern Corporation		Common Stock 740 shares			46,487
TRW Automotive Holdings Corporation		Common Stock 880 shares			46,376
Express Scripts Inc.		Common Stock 850 shares			45,943
FMC Corporation		Common Stock 570 shares			45,537
Franklin Resources Inc.		Common Stock 400 shares			44,484
Shire PLC		Common Stock 610 shares			44,152
H. J. Heinz		Common Stock 880 shares			43,525
Tiffany & Company		Common Stock 680 shares			42,344
CSX Corporation		Common Stock 640 shares			41,350
Limited Brands		Common Stock 1,320 shares			40,564
Walter Energy Inc.		Common Stock 310 shares			39,630
Teva Pharmaceuticals Industries Ltd.		Common Stock 760 shares			39,619
Noble Energy Inc.		Common Stock 410 shares			35,293
United Continental Holdings Inc.		Common Stock 1,420 shares			33,824
Blackrock Inc.*		Common Stock 150 shares			28,587
Resmed Inc.		Common Stock 800 shares			27,712
Church & Dwight Inc.		Common Stock 400 shares			27,608
Bed Bath & Beyond Inc.		Common Stock 520 shares			25,558
Charles Schwab Corporation		Common Stock 810 shares			13,859
Total Large Cap Growth Asset Class									16,900,402
Large Cap Index Asset Class:
Blackrock Equity Index Fund F*		Common Collective Trust 1,284,617 units			25,936,414
Northern Trust Collective S&P 500 Equity Index Fund*		Common Collective Trust 629 units			2,335,011
Total Large Cap Index Asset Class									28,271,425

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

Identity of Issue		Description of Investment		Current Value
Large Cap Value Asset Class:
Northern Trust Collective Russell 1000 Value Index Fund - Non-Lending *		Common Collective Trust 1,778 units			281,671
JP Morgan Chase & Company		Common Stock 2,112 shares			89,590
General Electric Company		Common Stock 4,877 shares			89,199
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 87,285 units			87,285
Exxon Mobil Corporation		Common Stock 1,137 shares			83,136
Schlumberger Ltd.		Common Stock 876 shares			73,145
Oracle Corporation		Common Stock 2,216 shares			69,361
Wells Fargo & Company		Common Stock 2,159 shares			66,907
Bank of America Corporation*		Common Stock 4,840 shares			64,566
Comcast Corporation Class A		Common Stock 2,913 shares			63,999
Hess Corporation		Common Stock 805 shares			61,615
El Paso Corporation		Common Stock 4,216 shares			58,012
AT&T Inc.		Common Stock 1,950 shares			57,291
Total SA		Common Stock 1,065 shares			56,956
Ameriprise Financial Inc.		Common Stock 989 shares			56,917
PNC Financial Services Group		Common Stock 925 shares			56,166
Covidien PLC		Common Stock 1,213 shares			55,386
Northrop Grumman Corporation		Common Stock 854 shares			55,322
State Street Corporation		Common Stock 1,174 shares			54,403
Citigroup Inc.		Common Stock 11,396 shares			53,903
PepsiCo Inc.		Common Stock 796 shares			52,003
Vodafone Group PLC		Common Stock 1,953 shares			51,618
Air Products & Chemical Inc.		Common Stock 560 shares			50,932
Chevron Corporation		Common Stock 556 shares			50,735
Siemens AG		Common Stock 408 shares			50,694
Merck & Company Inc.		Common Stock 1,370 shares			49,375
Pfizer Inc.		Common Stock 2,762 shares			48,363
Legg Mason Inc.		Common Stock 1,330 shares			48,239
Applied Materials Inc.		Common Stock 3,432 shares			48,220
UnitedHealth Group Inc.		Common Stock 1,334 shares			48,171
Medtronic Inc.		Common Stock 1,266 shares			46,956
Sanofi-Aventis		Common Stock 1,423 shares			45,863
CenturyTel Inc.		Common Stock 974 shares			44,970
CVS Caremark Corporation		Common Stock 1,265 shares			43,984
Coca-Cola Enterprises Inc.		Common Stock 1,752 shares			43,853
Honeywell International Inc.		Common Stock 821 shares			43,644
Consol Energy Inc.		Common Stock 891 shares			43,427
Discover Financial Services		Common Stock 2,304 shares			42,693
Cisco Systems Inc.		Common Stock 2,089 shares			42,260
Travelers Companies Inc.		Common Stock 738 shares			41,114
Procter & Gamble Company		Common Stock 639 shares			41,107
Weyerhaeuser Company		Common Stock 2,158 shares			40,851
US Bancorp		Common Stock 1,513 shares			40,806

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

Identity of Issue		Description of Investment		Current Value
Bristol-Myers Squibb Company		Common Stock 1,521 shares			40,276
eBay Inc.		Common Stock 1,446 shares			40,242
Bank of New York Mellon Corporation		Common Stock 1,331 shares			40,196
MetLife Inc.		Common Stock 860 shares			38,218
Norfolk Southern Corporation		Common Stock 602 shares			37,818
Johnson Controls Inc.		Common Stock 989 shares			37,780
Owens-Illinois Inc.		Common Stock 1,230 shares			37,761
Lowe’s Companies Inc.		Common Stock 1,479 shares			37,093
Unum Group		Common Stock 1,525 shares			36,936
PPL Corporation		Common Stock 1,400 shares			36,848
Kellogg Company		Common Stock 720 shares			36,778
Calpine Corporation		Common Stock 2,749 shares			36,672
Fifth Third Bancorp		Common Stock 2,497 shares			36,656
Public Service Enterprise Group Inc.		Common Stock 1,142 shares			36,327
Conagra Foods Inc.		Common Stock 1,571 shares			35,473
Omnicom Group Inc.		Common Stock 750 shares			34,350
CBS Corporation Class B		Common Stock 1,782 shares			33,947
Viacom Inc. Class B		Common Stock 828 shares			32,797
Stanley Black & Decker Inc.		Common Stock 489 shares			32,699
Gap Inc.		Common Stock 1,455 shares			32,214
Harman International Industries Inc.		Common Stock 676 shares			31,299
Estee Lauder Companies Inc. Class A		Common Stock 380 shares			30,666
Foster Wheeler Ltd.		Common Stock 828 shares			28,583
ABB Ltd.		Common Stock 1,259 shares			28,265
AOL Inc.		Common Stock 1,112 shares			26,366
Alere Inc.		Common Stock 710 shares			25,986
DIRECTV Class A		Common Stock 647 shares			25,835
Hewlett-Packard Company		Common Stock 567 shares			23,871
General Motors Company		Common Stock 600 shares			22,116
Vulcan Materials Company		Common Stock 491 shares			21,781
Goodyear Tire & Rubber Company		Common Stock 1,538 shares			18,225
Total Large Cap Value Asset Class									3,608,782
Real Estate Investment Trust (REIT) Asset Class:
Vanguard Specialized Portfolios REIT Index Fund Institutional Class		Mutual Fund 269,131 units			3,267,250
Northern Trust Collective Short Term Investment Fund*		Common Collective Trust 319,258 units			319,258
Total Real Estate Investment Trust (REIT) Asset Class									3,586,508
Participant Self-Directed Accounts		Various investments							343,194
Small-Mid Cap Growth Asset Class:
Northern Trust Collective Russell 2000 Growth Index Fund - Non-Lending*		Common Collective Trust 618 units			93,814
Skyworks Solutions Inc.		Common Stock 2,159 shares			61,812

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

Identity of Issue		Description of Investment		Current Value
Roper Industries Inc.		Common Stock 529 shares			40,431
Riverbed Technology Inc.		Common Stock 1,002 shares			35,240
Rovi Corporation		Common Stock 491 shares			30,447
Reald Inc.		Common Stock 1,136 shares			29,445
Green Mountain Coffee Roasters		Common Stock 870 shares			28,588
Affiliated Managers Group Inc.		Common Stock 285 shares			28,278
Ametek Inc.		Common Stock 719 shares			28,201
United Natural Foods Inc.		Common Stock 738 shares			27,070
Entropic Communications Inc.		Common Stock 2,040 shares			24,643
Portfolio Recovery Associates Inc.		Common Stock 326 shares			24,515
Shutterfly Inc.		Common Stock 694 shares			24,311
Under Armor Inc.		Common Stock 427 shares			23,417
Rowan Companies Inc.		Common Stock 647 shares			22,587
Acme Packet Inc.		Common Stock 408 shares			21,689
Transdigm Group Inc.		Common Stock 299 shares			21,531
SBA Communications Corporation Class A		Common Stock 509 shares			20,838
Ultimate Software Group Inc.		Common Stock 407 shares			19,792
Cooper Companies Inc.		Common Stock 347 shares			19,550
LogMeIn Inc.		Common Stock 440 shares			19,510
Cargo Ceramics Inc.		Common Stock 186 shares			19,258
MSCI Inc. Class A		Common Stock 492 shares			19,168
Martin Marietta Materials Inc.		Common Stock 202 shares			18,632
Sothebys Holdings Inc. Class A		Common Stock 405 shares			18,225
Finisar Corporation		Common Stock 606 shares			17,992
IPC The Hospitalist Company Inc.		Common Stock 450 shares			17,555
Aruba Networks Inc.		Common Stock 840 shares			17,539
Vitamin Shoppe Inc.		Common Stock 515 shares			17,325
GSI Commerce Inc.		Common Stock 727 shares			16,866
Cavium Networks Inc.		Common Stock 437 shares			16,466
Monster Worldwide Inc.		Common Stock 685 shares			16,187
Atmel Corporation		Common Stock 1,313 shares			16,176
Chipotle Mexican Grill Inc.		Common Stock 76 shares			16,162
Robbins & Myers Inc.		Common Stock 446 shares			15,958
Wesco International Inc.		Common Stock 296 shares			15,629
HMS Holdings Corporation		Common Stock 240 shares			15,545
Gartner Inc.		Common Stock 468 shares			15,538
Verifone Systems Inc.		Common Stock 390 shares			15,038
Brigham Exploration Company		Common Stock 548 shares			14,928
SXC Health Solutions Corporation		Common Stock 344 shares			14,744
BE Aerospace Inc.		Common Stock 384 shares			14,220
Esco Technologies Inc.		Common Stock 375 shares			14,190
Zoll Medical Corporation		Common Stock 373 shares			13,887
Lufkin Industries Inc.		Common Stock 220 shares			13,726
CB Richard Ellis Group Inc. Class A		Common Stock 669 shares			13,701
Air Methods Corporation		Common Stock 242 shares			13,617