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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One) | |
ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to . |
Commission File Number 001-15577
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Qwest Savings & Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Qwest Communications International Inc.
1801 California, Denver, Colorado 80202
303-992-1400
| Page(s) | |
---|---|---|
Required Information | 2 | |
Report of Independent Registered Public Accounting Firm | 3 | |
Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 | 4 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004 | 5 | |
Notes to Financial Statements | 6-13 | |
SUPPLEMENTAL SCHEDULES | ||
Schedule I: Schedule H, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2004 | 14-18 | |
SIGNATURE | 19 | |
EXHIBIT 23—Consent of Independent Registered Public Accounting Firm |
1
The Qwest Savings & Investment Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan as of December 31, 2004 and 2003, and for the year ended December 31, 2004, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed herewith.
2
Report of Independent Registered Public Accounting Firm
The Employee Benefits Committee
Qwest Communications International Inc.:
We have audited the accompanying statements of net assets available for benefits of the Qwest Savings & Investment Plan (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with U. S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i-schedule of assets (held at end of year) as of December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedule is the responsibility of the Plan's management and has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
KPMG LLP
DENVER, COLORADO
June 28, 2005
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of Dollars)
| December 31, | |||||||
---|---|---|---|---|---|---|---|---|
| 2004 | 2003 | ||||||
ASSETS | ||||||||
Investments (See Notes 2, 3, and 4): | ||||||||
Qwest Communications International Inc. Common Stock (Note 10) | $ | 340,288 | $ | 380,159 | ||||
U S Government obligations | 116,037 | 214,380 | ||||||
Bank and insurance company contracts | 769,736 | 773,038 | ||||||
Capital Guardian International Equity Fund | 154,919 | 283,313 | ||||||
Barclays Global Investors Equity Index Fund | 854,768 | 814,432 | ||||||
UBS Global Equity Fund | 168,230 | — | ||||||
PIMCO Funds PAC | 83,345 | — | ||||||
Other marketable securities | 192,871 | 181,554 | ||||||
Investment in Master Trust (Note 4) | 229,531 | 175,415 | ||||||
Loans to plan participants | 85,152 | 81,693 | ||||||
Temporary investments | 21,752 | 45,701 | ||||||
Total investments | 3,016,629 | 2,949,685 | ||||||
Receivables: | ||||||||
Fund and other transfers, net | 13 | — | ||||||
Dividends and interest | 2,205 | 2,128 | ||||||
Receivables for investments sold | 1,883 | 446 | ||||||
Total receivables | 4,101 | 2,574 | ||||||
Total assets | 3,020,730 | 2,952,259 | ||||||
LIABILITIES | ||||||||
Expenses payable | (1,173 | ) | (1,463 | ) | ||||
Payables for securities purchased | (6,587 | ) | (45,787 | ) | ||||
Total liabilities | (7,760 | ) | (47,250 | ) | ||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 3,012,970 | $ | 2,905,009 | ||||
The accompanying notes are an integral part of these financial statements.
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of Dollars)
| Year Ended December 31, 2004 | ||||
---|---|---|---|---|---|
ADDITIONS | |||||
Employee contributions | $ | 170,341 | |||
Employer contributions, net of forfeitures applied | |||||
Qwest Common Stock | 30,419 | ||||
Cash | 43,639 | ||||
Rollover contributions | 20,677 | ||||
Other—net | 35 | ||||
Total additions | 265,111 | ||||
INCOME | |||||
Interest and dividends | 51,334 | ||||
Net appreciation in fair value of investments (Notes 2 and 3) | 135,318 | ||||
Plan's share of the income, expenses, and net appreciation in fair value of investments of the Master Trust (Note 4) | 34,089 | ||||
Total income | 220,741 | ||||
Total additions and income | 485,852 | ||||
DEDUCTIONS | |||||
Plan expenses | (8,762 | ) | |||
Participant distributions | (369,129 | ) | |||
Total deductions | (377,891 | ) | |||
NET INCREASE | 107,961 | ||||
Net Assets Available for Benefits at beginning of year | 2,905,009 | ||||
Net Assets Available for Benefits at end of year | $ | 3,012,970 | |||
The accompanying notes are an integral part of these financial statements.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS
(Dollars and Shares in Thousands)
1. Plan Description:
The following is a brief description of the Qwest Savings & Investment Plan ("QSIP" or the "Plan") and provides general information only. Participants and all others should refer to the Plan Document for a more complete description of the Plan's provisions.
General
The Plan was established to provide a convenient way for employees to save on a regular and long-term basis. The Plan is a defined contribution plan and covers substantially all of the employees of Qwest Communications International Inc. ("Qwest" or the "Company") and its subsidiaries.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Benefits under the Plan are not guaranteed by the Pension Benefit Guaranty Corporation.
Significant Plan Amendments
Effective January 1, 2003, the Plan was amended to provide that former employees and beneficiaries may receive partial distributions of their account balances.
Effective May 1, 2003, the Plan was amended to include certain temporary employees as covered employees.
Effective June 1, 2003, the Plan was amended to mandate distributions in a single lump sum to any participant who has terminated employment and whose vested account equals five thousand dollars or less at the time of termination.
Effective August 17, 2003, the Plan was amended to allow participants to contribute up to 25% of compensation subject to applicable Internal Revenue Code (the "Code") limitations.
Effective January 12, 2004, State Street Bank and Trust Company ("State Street") was appointed as the investment manager/independent fiduciary for the Qwest Shares Fund. In connection with this appointment, Qwest Asset Management Co. ("QAM") entered into an agreement with State Street whereby QAM and, to the extent permitted by law, the Plan, are obligated to indemnify State Street for losses it may incur with respect to its service as investment manager/independent fiduciary and for other related matters.
Effective May 14, 2004, the Plan was amended to require that the Company's matching contributions be made in the form of cash and that such contributions be automatically invested in accordance with each participant's investment election on file.
Effective December 16, 2004, the Plan was amended to mandate distributions in a single lump sum to any participant who has terminated employment and whose vested account equals one thousand dollars or less at the time of distribution.
Eligibility, Contributions, and Vesting
Management employees are eligible to enter the Plan immediately (on their hire date). Occupational employees are eligible to enter the Plan after completion of three months of service with the Company. Occupational employees and management employees may designate up to 25% of their eligible compensation as contributions to the Plan. The Company provides a matching contribution. Prior to May 14, 2004, such matching contributions were made in Qwest common stock and, beginning May 14, 2004, such contributions were made in cash only. Management participant contributions, up to
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a maximum of 3% of eligible compensation, receive a 100% Company match beginning immediately upon their hire date. Occupational participant contributions, up to a maximum of 6% of eligible compensation, receive an 81% Company match beginning after completion of one year of service.
Any management and occupational employee contributions in excess of 3% and 6%, respectively, of eligible compensation do not receive a Company match.
A management participant is 100% vested in Company contributions immediately upon entrance into the Plan. An occupational participant becomes 100% vested in Company contributions upon completion of three years of service with the Company. Employee contributions may be made either on a before-tax basis or on an after-tax basis, or a combination of both. Before-tax employee contributions in 2004 were limited to thirteen thousand dollars as provided in Section 402(g) of the Code.
Effective January 1, 2003, all Company matching contributions have been designated as participant-directed for financial reporting purposes as employees have the ability to direct where these contributions are invested.
A Plan participant who is at least fifty years of age and who is eligible to make contributions may defer an additional catch-up amount for any payroll period in addition to normal contributions up to the maximum catch-up amount. The maximum catch-up limit for 2004 is three thousand dollars.
Investment Advice
Since June 16, 2003, participants have been given access to investment advice on Plan assets through CitiStreet Advisors LLC ("CitiStreet").
Investment Options
Participants are able to invest their Plan accounts in various funds including the following:
- •
- Interest Income Fund—This fund emphasizes relatively stable, predictable income by investing in high-quality investment contracts and other fixed income investments with a diversified group of insurance companies, banks and other financial institutions.
- •
- Bond Fund—This fund is designed to offer the investor long-term preservation of capital while providing greater current income and yield by investing in a broadly diversified portfolio of fixed-income instruments of varying maturities using multiple investment managers.
- •
- Conservative Asset Allocation Fund—This fund seeks to provide current income and short-term stability of capital by investing in a diverse mix of securities with a target mix of 40% in stocks and 60% in bonds.
- •
- Moderate Asset Allocation Fund—This fund provides an investor with a more balanced approach to income preservation and long-term growth potential by investing in a diverse mix of securities with a target mix of 60% in stocks and 40% in bonds.
- •
- Aggressive Asset Allocation Fund—This fund focuses on long-term growth of capital by investing in a diverse mix of securities with a target mix of 80% in stocks and 20% in bonds.
- •
- U. S. Stock Fund—This fund seeks to provide long-term growth by mirroring both the composition and performance of the Standard & Poor's 500 Index.
- •
- U.S. Small/Mid Cap Stock Fund—This fund seeks to provide long-term growth of capital by investing in smaller and mid-sized United States companies using multiple investment managers.
- •
- International Stock Fund—This fund seeks to provide long-term growth of capital and income by investing primarily in the stocks of companies based outside the United States using multiple investment managers.
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- •
- Qwest Shares Fund—This fund seeks to provide investment returns linked to the performance of Qwest common stock. This is an undiversified stock investment and concentrating investments in any undiversified investment should be considered a high-risk investment.
- •
- Personal Choice Retirement Account ("PCRA")—This is a separate brokerage account made available through Charles Schwab & Company, Inc. and offers access to a wide range of investment opportunities including mutual funds and most common stocks listed on major United States exchanges.
The Plan assets held under these investment options are summarized in Schedule I.
Loans
Pursuant to the Plan, loans are made available to participating employees based upon 50% of a participant's vested account balance up to a maximum of fifty thousand dollars. Except under certain provisions, the loans provide for periodic repayments over a period not to exceed five years (fifteen years for residential loans) at an interest rate as determined by the Employee Benefits Committee of the Company. Participants may also make lump-sum repayments at any time following the date of the issuance of the loan.
Trust and Recordkeeping Services
Bankers Trust Company, a subsidiary of Deutsche Bank ("Bankers Trust") was purchased by State Street on January 31, 2003 and State Street became the Trustee for the Plan by virtue of the acquisition. Effective July 1, 2003, State Street was reaffirmed as the Trustee for the Plan. CitiStreet is the Recordkeeper for the Plan.
Tax Status
The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated November 24, 2004 that the Plan is qualified and that the trust established under the Plan is tax-exempt under the appropriate sections of the Code.
Since November 24, 2004, the Plan has been amended. The Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code, the Plan is qualified, and the related trust is tax-exempt as of December 31, 2004 and 2003.
Participant Accounts
Each participant's Plan account is credited with the participant's contributions, the Company's matching contributions and investment gains and charged for investment losses and an allocable share of Plan expenses.
Annual additions are defined as participant's contributions and the Company's matching contributions. Aggregate annual additions under the Plan and all other plans sponsored by the Company are limited to the lesser of 100% of eligible compensation, as defined in the Plan, or the annual additions limit pursuant to Section 415(c)(1)(A) of the Code (forty-one thousand dollars for 2004).
Payment of Benefits
Upon retirement, termination of employment or death, each participant or beneficiary is entitled to receive amounts in accordance with the terms of the Plan. Participants also may make in-service voluntary withdrawals and hardship withdrawals if certain criteria are met. Benefit payments may be in the form of a lump sum or other benefit distribution forms in accordance with the options that are available, as further discussed in the Plan document.
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2. Summary of Significant Accounting Policies:
Investment Valuation and Income Recognition
The values of investments are determined as follows: Qwest common stock uses the NYSE closing price, and the other securities listed on recognized United States and international stock exchanges are valued on the basis of the last published sales price on December 31, 2004 and 2003 or, if no sales were made on that date, at the last published sales price on the immediately preceding day on which sales were made.
Over-the-counter securities and government obligations are valued based on the bid prices on December 31, 2004 and 2003, from published sources where available and, if not available, from other sources considered reliable.
The Plan has entered into nine contracts with seven banks and insurance companies which are included in the Interest Income Fund and are reported at contract value, calculated as principal plus reinvested interest, which approximates fair value. These contracts are fully-benefit responsive. (A contract is considered fully-benefit responsive if the terms of the Plan allow for withdrawals from the investment contract at contract (book) value for payment of participant initiated transactions.) In accordance with the provisions of the American Institute of Certified Public Accountants' Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans," fully benefit responsive investment contracts are reported at contract value and fair value is disclosed. Interest rates on the contracts are either fixed rates for the term of the contract or are reset quarterly or monthly based on the terms of the contract. The fair values of the contracts are estimated to be $787,285 as of December 31, 2004 and $804,844 as of December 31, 2003. This compares to contract values of $769,736 as of December 31, 2004 and $773,038 as of December 31, 2003. Investment contracts with fully-benefit responsive wrappers are reported together since the value of the wrappers is typically insignificant to the related underlying investment contracts. A wrapper is a contract issued by a bank or insurance company and backed by a portfolio of high quality fixed income securities held in a trust. The contract requires the issuer to utilize book value accounting which absorbs market value fluctuations and provides participants with a stable return. At December 31, 2004 and 2003, the average crediting interest rates on these contracts were 4.64% and 4.54%, respectively.
For the year ended December 31, 2004 and 2003, the average annual yield earned on these contracts was 4.55% and 5.08%, respectively.
Net realized and unrealized gains and losses are reflected in the Statement of Changes in Net Assets Available for Benefits as net appreciation in fair value of investments and are determined as the difference between fair value at the beginning of the year (or date purchased during the year) and selling price or year end fair value.
Dividend income is recorded on the ex-dividend date. Interest is accrued when earned. Purchases and sales of securities are recorded on a trade date basis.
Basis of Accounting
The accompanying financial statements have been prepared on an accrual method of accounting.
Participant Distributions
Participant distributions are recorded when paid.
Use of Estimates
The preparation of the Plan's financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires the Plan's management to make certain estimates, judgments,
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and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
3. Investments:
The following presents investments that represent 5 percent or more of the Plan's net assets:
| December 31, 2004 | December 31, 2003 | ||||
---|---|---|---|---|---|---|
Barclays Global Investors Equity Index Fund, 50,192 and 53,023 shares, respectively | $ | 854,768 | $ | 814,432 | ||
Qwest Communications International Inc., 76,641 and 88,000 shares of common stock, respectively | 340,288 | 380,159 | ||||
Capital Guardian International Equity Fund, 13,783 shares and 29,028 shares, respectively | 154,919 | 283,313 | ||||
UBS Global Equity Fund, 386,956 shares | 168,230 | ** | ||||
UBS AG Guaranteed Investment Contract | 160,184 | 159,920 | ||||
Monumental Life Insurance Co. Guaranteed Investment Contract | 160,249 | 160,067 | ||||
State Street Bank & Trust Co. Guaranteed Investment Contract | 160,077 | 159,858 | ||||
Bank of America Guaranteed Investment Contracts | ** | 139,029 | ||||
J P Morgan Chase Bank Guaranteed Investment Contracts | ** | 139,003 |
- **
- Investment not in excess of 5% at respective date.
For the year ended December 31, 2004, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
Qwest Common Stock | $ | (714 | ) | |
Other Marketable Securities * | (886 | ) | ||
PCRA | 5,091 | |||
Commingled Funds ** | 131,827 | |||
$ | 135,318 | |||
- *
- Includes corporate bonds, U S Government obligations, and other marketable securities.
- **
- Includes Capital Guardian International Equity Fund, UBS Global Equity Fund, and Barclays Global Investors Equity Index Fund.
4. Master Trust Investment:
The Qwest DB/DC Master Trust ("MT") is a trust that was established effective May 31, 2001 by QAM as named fiduciary for investments in the Plan and the Qwest Pension Plan. The Qwest Pension Plan became a participating plan in the MT as of May 31, 2001. The Plan became a participating plan in the MT effective July 1, 2001. The MT investment is included in the U.S. Small/Mid Cap Stock Fund investment option for participants.
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The Plan's interest in the assets of the MT is included in the accompanying statements of net assets available for benefits. A summary of the assets of the MT as of December 31, 2004 and 2003 is as follows:
| December 31, 2004 | December 31, 2003 | |||||||
---|---|---|---|---|---|---|---|---|---|
Investments, at fair market value: | |||||||||
Common collective trusts | $ | 44,446 | $ | 270,470 | |||||
Corporate stock | 364,047 | 107,320 | |||||||
Other investments | 180 | — | |||||||
Total investments | 408,673 | 377,790 | |||||||
Interest and dividends receivable | 279 | 129 | |||||||
Net pending security trades payable | (1,593 | ) | (1,622 | ) | |||||
Administrative expenses payable | (364 | ) | (559 | ) | |||||
Net assets of the MT | $ | 406,995 | $ | 375,738 | |||||
The Plan's interest and the Qwest Pension Plan's interest in the net assets of the MT as of December 31, 2004 and 2003 were as follows:
| December 31 2004 | December 31 2003 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
QSIP | $ | 229,531 | 56.40 | % | $ | 175,415 | 46.69 | % | ||||
Qwest Pension Plan | 177,464 | 43.60 | 200,323 | 53.31 | ||||||||
Total | $ | 406,995 | 100.00 | % | $ | 375,738 | 100.00 | % | ||||
The investment in MT included in the accompanying statements of net assets available for benefits excludes the impact of receivables for investments sold and payables for securities purchased at each respective date.
The MT's net investment results and administrative expenses are allocated to the participating plans in proportion to each plan's relative share of the fair value of net assets of the MT at each allocation date. The amounts allocable for the year ended December 31, 2004, are as follows:
Investment income: | ||||
Net appreciation in fair value of investments | $ | 62,388 | ||
Interest and dividends | 3,895 | |||
Net investment gain | 66,283 | |||
Administrative expenses | (1,214 | ) | ||
Net income | $ | 65,069 | ||
The Plan's share of the MT's net income was $34,089 for the year ended December 31, 2004.
The net appreciation in the fair value of investments in the MT by major investment category for the year ended December 31, 2004, is as follows:
Common collective trusts | $ | 9,841 | |
Corporate stock | 52,547 | ||
Net appreciation | $ | 62,388 | |
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5. Forfeitures:
When certain terminations of participation occur, the non-vested portion of each such terminated participant's Plan account (representing past employer contributions) represents a forfeiture. Forfeited participant balances reduce future Company contributions or pay administrative expenses of the Plan. For the year ended December 31, 2004, forfeitures of $98 were used to reduce employer contributions.
Company contributions for the year ended December 31, 2004 are shown net of forfeitures applied. Unapplied forfeitures were $85 as of December 31, 2004, and $74 as of December 31, 2003.
6. Plan Termination:
In the event that the Plan is terminated, subject to conditions set forth by ERISA, the Plan provides that the accounts of participants, which are not fully vested, become 100% vested and the net assets be distributed to participating employees in an amount equal to their respective interests in such assets.
7. Reconciliation of Financial Statements to Form 5500:
For Form 5500 purposes, amounts allocated to withdrawing participants are recorded for benefit claims that have been processed and approved for payment prior to the respective period end, but not yet paid as of that date. However, in accordance with GAAP, benefit withdrawals are recorded when paid.
The following is a reconciliation of net assets available for benefits and benefits paid to participants per the financial statements to Form 5500:
| December 31, 2004 | December 31, 2003 | |||||
---|---|---|---|---|---|---|---|
Net assets available for benefits per the financial statements | $ | 3,012,970 | $ | 2,905,009 | |||
Less amounts allocated to withdrawing participants | (378 | ) | (683 | ) | |||
Net assets available for benefits per Form 5500 (unaudited) | $ | 3,012,592 | $ | 2,904,326 | |||
|
| Year Ended December 31, 2004 | |||
---|---|---|---|---|
Particpant distributions per the financial statements | $ | 369,129 | ||
Add amounts payable at end of period | 378 | |||
Less amounts payable at beginning of period | (683 | ) | ||
Participant distributions per Form 5500 (unaudited) | $ | 368,824 | ||
8. Plan Expenses:
Plan expenses are paid by the Plan, except certain expenses incurred by Qwest related to Plan administration.
9. Related-Party Transactions:
The Plan invests in certain common collective trusts managed by the Plan's various investment managers; therefore, these transactions qualify as party-in-interest transactions. In addition, the Plan has significant investments in Qwest common stock which qualify as party-in-interest transactions. These transactions are covered by exemptions and allowed under federal laws and regulations.
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10. Concentrations, Risks and Uncertainties:
The Plan has a significant concentration of investments in Qwest common stock. The decrease in the value of the Qwest common stock held by the Plan for the year ended December 31, 2004 was $714.
The Plan provides for various investment options. Investment securities, in general, are exposed to various risks, such as significant world events, interest rate, credit, foreign currency, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
The Plan invests in certain commingled funds, separate accounts, and mutual funds. These funds may invest in derivative securities, including (but not limited to) futures, options, swaps and forward contracts. These derivative securities are primarily used for the purpose of managing currency risk, gaining market exposure, and reducing transaction costs. Credit risk exists with respect to certain of these instruments.
Legal Matters
Seven putative class action lawsuits purportedly brought on behalf of all participants and beneficiaries of the Plan and predecessor plans from March 7, 1999 until January 12, 2004 have been consolidated into a consolidated action in federal district court in Colorado. The first of these actions was filed in March 2002. Plaintiffs assert breach of fiduciary duty claims against Qwest and others under ERISA alleging, among other things, various improprieties in managing holdings of Qwest stock in the Plan. These suits also purport to seek relief on behalf of the Plan. Plaintiffs seek damages, equitable and declaratory relief, along with attorneys' fees, costs and restitution. A non-class action lawsuit alleging similar claims was filed in the federal district court in Montana in June 2003 and was later transferred to federal district court in Colorado.
Qwest is also involved in various other legal matters that are more fully described in its recent public filings, including a consolidated securities action alleging violation of federal securities laws. While Qwest continues to defend against these matters vigorously, the matters described above and other legal matters relating to Qwest present significant risk to Qwest and therefore to the value of the Plan assets invested in Qwest stock. The ultimate resolution of these matters is uncertain. Thus, Qwest can give no assurances as to the impacts on Qwest's or the Plan's financial results or financial condition as a result of these matters. The ultimate resolution of these matters may have a material adverse effect on Qwest's and the Plan's financial position.
IRS Examination
In November of 2002, the IRS commenced an examination of the Plan. It is currently not possible to predict the outcome of this examination or the impact on the Plan's net assets or changes in net assets, if any.
11. Subsequent Events:
DOL Examination
In April 2002, the U.S. Department of Labor ("DOL") commenced an examination of the Plan. On April 29, 2005 the Plan Administrator was notified by the DOL that it had concluded its investigation of the Plan. There was not a material impact on the Plan as a result of this examination.
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Qwest Savings & Investment Plan
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
As of December 31, 2004
Schedule I
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||||
---|---|---|---|---|---|---|---|---|---|---|
*QWEST COMMUNICATIONS INTL INC | Common Stock (cost of $1,440,557,432) | 76,641,457 | $ | 340,288,069 | ||||||
AIG SUNAMERICA GLOBAL FING X | Corporate Debt Obligation | 6.9% 15 Mar 2032 | 525,000 | 618,022 | ||||||
AMERICAN EXPRESS CR ACCOUNT | Corporate Debt Obligation | 1% 15 Sep 2008 | 270,000 | 270,425 | ||||||
AMERICAN EXPRESS CR CORP 1+2 | Corporate Debt Obligation | 2.04% 10 Jan 2005 | 2,825,000 | 2,821,822 | ||||||
AMERICAN GEN FIN CORP MTN | Corporate Debt Obligation | 3.875% 01 Oct 2009 | 280,000 | 275,524 | ||||||
AMGEN INC | Corporate Debt Obligation | 4.85% 18 Nov 2014 | 165,000 | 164,991 | ||||||
AOL TIME WARNER INC | Corporate Debt Obligation | 7.7% 01 May 2032 | 40,000 | 48,925 | ||||||
ARCHER DANIELS MIDLAND CO | Corporate Debt Obligation | 7% 01 Feb 2031 | 85,000 | 102,006 | ||||||
BAE SYSTEMS HLDG | Corporate Debt Obligation | 6.4% 15 Dec 2011 | 340,000 | 381,072 | ||||||
BANK OF AMERICA | Corporate Debt Obligation | 6.25% 15 Apr 2012 | 310,000 | 342,365 | ||||||
BANK ONE CORP | Corporate Debt Obligation | 6% 01 Aug 2008 | 205,000 | 219,408 | ||||||
BANKAMERICA CORP | Corporate Debt Obligation | 7.125% 15 Oct 2011 | 70,000 | 79,769 | ||||||
BEAR STEARNS COS INC | Corporate Debt Obligation | 3.25% 25 Mar 2009 | 60,000 | 58,260 | ||||||
BELLSOUTH CORP | Corporate Debt Obligation | 5.2% 15 Sep 2014 | 40,000 | 40,769 | ||||||
BELLSOUTH CORP | Corporate Debt Obligation | 6% 15 Nov 2034 | 320,000 | 324,260 | ||||||
BERKSHIRE HATHAWAY FIN CORP | Corporate Debt Obligation | 3.4% 02 Jul 2007 | 435,000 | 433,972 | ||||||
BMW VEH OWNER TR | Corporate Debt Obligation | 2.67% 25 Mar 2008 | 275,000 | 273,012 | ||||||
BOEING CO | Corporate Debt Obligation | 7.95% 15 Aug 2024 | 185,000 | 239,335 | ||||||
BRANDYWINE OPER PARTNERSHIP LP | Corporate Debt Obligation | 4.5% 01 Nov 2009 | 220,000 | 218,588 | ||||||
BUNGE LTD FIN CORP | Corporate Debt Obligation | 5.35% 15 Apr 2014 | 50,000 | 51,165 | ||||||
CALIFORNIA INFR + ECONOMIC DEV | Corporate Debt Obligation | 6.48% 26 Dec 2009 | 250,000 | 267,030 | ||||||
CALIFORNIA INFRAS + ECOMOMIC | Corporate Debt Obligation | 1200% 25 Sep 2008 | 123,178 | 126,996 | ||||||
CAPITAL ONE BK MEDIUM TERM SR | Corporate Debt Obligation | 4.25% 01 Dec 2008 | 395,000 | 397,872 | ||||||
CHASE CREDIT CARD MASTER TR | Corporate Debt Obligation | 5.5% 17 Nov 2008 | 320,000 | 330,320 | ||||||
CHEVRONTEXACO FDG CORP | Corporate Debt Obligation | 2.25% 07 Jan 2005 | 3,780,000 | 3,776,472 | ||||||
CINCINNATI FINL CORP | Corporate Debt Obligation | 6.125% 01 Nov 2034 | 480,000 | 485,114 | ||||||
CIT GROUP INC | Corporate Debt Obligation | 7.75% 02 Apr 2012 | 170,000 | 201,230 | ||||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 2.5% 07 Apr 2008 | 540,000 | 535,221 | ||||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.65% 16 Jun 2008 | 275,000 | 284,182 | ||||||
CITIBANK CR CARD MASTER TR I | Corporate Debt Obligation | 6.1% 15 May 2008 | 300,000 | 311,337 | ||||||
CITIGROUP GLOBAL MKTS HLDGS IN | Corporate Debt Obligation | 2.01% 13 Jan 2005 | 3,220,000 | 3,213,036 | ||||||
CITIGROUP INC | Corporate Debt Obligation | 5.85% 11 Dec 2034 | 525,000 | 540,048 | ||||||
CLEAR CHANNEL COMMUNICATIONS | Corporate Debt Obligation | 4.5% 15 Jan 2010 | 400,000 | 396,326 | ||||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 6.75% 30 Jan 2011 | 1,270,000 | 1,426,188 | ||||||
COMCAST CORP | Corporate Debt Obligation | 7.05% 15 Mar 2033 | 455,000 | 520,624 | ||||||
COMED TRANSITIONAL FDG TR | Corporate Debt Obligation | 5.44% 25 Mar 2007 | 93,907 | 94,551 | ||||||
COMMERCE GROUP INC MASS | Corporate Debt Obligation | 5.95% 09 Dec 2013 | 80,000 | 81,829 | ||||||
CONSOLIDATED NAT GAS CO | Corporate Debt Obligation | 5% 01 Dec 2014 | 110,000 | 110,105 | ||||||
CONSTELLATION ENERGY GROUP INC | Corporate Debt Obligation | 7.6% 01 Apr 2032 | 105,000 | 127,001 | ||||||
CONSUMERS ENERGY CO | Corporate Debt Obligation | 5% 15 Mar 2015 | 85,000 | 84,545 | ||||||
CONVERGYS CORP | Corporate Debt Obligation | 4.875% 15 Dec 2009 | 135,000 | 134,384 | ||||||
CREDIT SWISS FIRST BOSTON | Corporate Debt Obligation | 3.875% 15 Jan 2009 | 515,000 | 511,989 | ||||||
CVS CORP | Corporate Debt Obligation | 4% 15 Sep 2009 | 150,000 | 149,295 | ||||||
DAIMLERCHRYSLER AUTO TR | Corporate Debt Obligation | 2.56% 08 Nov 2006 | 95,594 | 95,541 | ||||||
DAIMLERCHRYSLER AUTO TR | Corporate Debt Obligation | 2% 08 Dec 2007 | 475,000 | 468,533 | ||||||
DEVON FING CORP U L C | Corporate Debt Obligation | 7.875% 30 Sep 2031 | 80,000 | 100,726 | ||||||
DISCOVER CARD MT 1 | Corporate Debt Obligation | 6.05% 18 Aug 2008 | 130,000 | 134,104 | ||||||
DOW CHEM CO | Corporate Debt Obligation | 7.375% 01 Nov 2029 | 380,000 | 461,048 | ||||||
DUKE ENERGY CO | Corporate Debt Obligation | 3.75% 05 Mar 2008 | 210,000 | 209,762 | ||||||
ENCANA CORP | Corporate Debt Obligation | 4.6% 15 Aug 2009 | 260,000 | 264,887 | ||||||
ENCANA CORP | Corporate Debt Obligation | 6.5% 15 Aug 2034 | 130,000 | 142,714 | ||||||
ERP OPER LTD PARTNERSHIP | Corporate Debt Obligation | 7.125% 15 Oct 2017 | 95,000 | 108,335 | ||||||
FINANCING CORP | Corporate Debt Obligation | 9.4% 08 Feb 2018 | 230,000 | 329,539 | ||||||
FINANCING CORP | Corporate Debt Obligation | 9.8% 06 Apr 2018 | 1,305,000 | 1,922,963 | ||||||
FLEET CR CARD MASTER TR II | Corporate Debt Obligation | 2.4525% 15 Oct 2007 | 420,000 | 420,061 | ||||||
FLEET CREDIT CARD MASTER TR II | Corporate Debt Obligation | 2.4% 15 Jul 2008 | 505,000 | 501,301 | ||||||
FMR CORP | Corporate Debt Obligation | 7.49% 15 Jun 2019 | 100,000 | 121,439 | ||||||
FMR CORP | Corporate Debt Obligation | 7.57% 15 Jun 2029 | 700,000 | 874,719 | ||||||
FORD MTR CO DEL | Corporate Debt Obligation | 6.375% 01 Feb 2029 | 515,000 | 463,467 | ||||||
FORD MTR CR CO | Corporate Debt Obligation | 5.7% 15 Jan 2010 | 450,000 | 454,096 | ||||||
14
FOSTERS FIN CORP | Corporate Debt Obligation | 6.875% 15 Jun 2011 | 800,000 | 902,654 | ||||||
GE GLOBAL INS HLDG CORP | Corporate Debt Obligation | 7% 15 Feb 2026 | 155,000 | 168,321 | ||||||
GENERAL ELEC CAP CORP DISC | Corporate Debt Obligation | 1.42% 12 Jan 2005 | 680,000 | 678,702 | ||||||
GENERAL ELEC CAP CORP DISC | Corporate Debt Obligation | 1.69% 18 Jan 2005 | 2,210,000 | 2,206,921 | ||||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 1% 15 Dec 2009 | 420,000 | 419,976 | ||||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 6.75% 15 Mar 2032 | 750,000 | 877,838 | ||||||
GENERAL MTRS ACCEP CORP | Corporate Debt Obligation | 6.75% 01 Dec 2014 | 25,000 | 25,034 | ||||||
GENERAL MTRS ACCEP CORP | Corporate Debt Obligation | 6.875% 15 Sep 2011 | 595,000 | 609,752 | ||||||
GENERAL MTRS ACCEP CORP | Corporate Debt Obligation | 7.25% 02 Mar 2011 | 265,000 | 277,445 | ||||||
GENERAL MTRS CORP | Corporate Debt Obligation | 8.25% 15 Jul 2023 | 85,000 | 88,542 | ||||||
GENERAL MTRS CORP | Corporate Debt Obligation | 8.375% 15 Jul 2033 | 410,000 | 424,794 | ||||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 5.25% 01 Apr 2013 | 535,000 | 548,618 | ||||||
GOVERNMENT NATL MTG ASSN | Corporate Debt Obligation | 5.5% 20 Jul 2025 | 370,000 | 378,430 | ||||||
HERITAGE PPTY INVT TR INC | Corporate Debt Obligation | 4.5% 15 Oct 2009 | 320,000 | 316,294 | ||||||
HIGHMARK INC | Corporate Debt Obligation | 6.8% 15 Aug 2013 | 90,000 | 98,166 | ||||||
HOSPIRA INC | Corporate Debt Obligation | 5.9% 15 Jun 2014 | 220,000 | 231,200 | ||||||
HOUSEHOLD FIN CORP | Corporate Debt Obligation | 4.125% 16 Nov 2009 | 300,000 | 298,387 | ||||||
HRPT PPTYS TR | Corporate Debt Obligation | 6.25% 15 Aug 2016 | 235,000 | 247,877 | ||||||
HSBC BK USA | Corporate Debt Obligation | 5.875% 01 Nov 2034 | 250,000 | 253,150 | ||||||
IBP INC | Corporate Debt Obligation | 7.95% 01 Feb 2010 | 85,000 | 96,796 | ||||||
ILLINOIS ST | Corporate Debt Obligation | 5.1% 01 Jun 2033 | 345,000 | 323,824 | ||||||
ILLINOIS ST | Corporate Debt Obligation | 5.1% 01 Jun 2033 | 1,570,000 | 1,508,095 | ||||||
INTERNATIONAL PAPER CO | Corporate Debt Obligation | 5.3% 01 Apr 2015 | 115,000 | 116,349 | ||||||
JONES APPAREL GROUP INC | Corporate Debt Obligation | 6.125% 15 Nov 2034 | 270,000 | 268,333 | ||||||
JP MORGAN CHASE | Corporate Debt Obligation | 6.75% 01 Feb 2011 | 405,000 | 454,980 | ||||||
KEY BK N A MTN | Corporate Debt Obligation | 5.8% 01 Jul 2014 | 275,000 | 291,248 | ||||||
KRAFT FOODS INC | Corporate Debt Obligation | 5.625% 01 Nov 2011 | 370,000 | 391,809 | ||||||
LOCKHEED MARTIN CORP | Corporate Debt Obligation | 8.5% 01 Dec 2029 | 830,000 | 1,135,669 | ||||||
MASSMUTUAL GLOBAL FGD II MTN | Corporate Debt Obligation | 2.55% 15 Jul 2008 | 170,000 | 163,147 | ||||||
MAY DEPT STORES CO | Corporate Debt Obligation | 6.65% 15 Jul 2024 | 225,000 | 236,751 | ||||||
MAY DEPT STORES CO | Corporate Debt Obligation | 6.7% 15 Jul 2034 | 275,000 | 289,276 | ||||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 5.75% 15 Oct 2008 | 230,000 | 237,749 | ||||||
MBNA MASTER CR CARD TR II | Corporate Debt Obligation | 1% 15 Jul 2007 | 730,000 | 730,149 | ||||||
MERIDIAN FUNDING CO LLC | Corporate Debt Obligation | 1% 06 Oct 2008 | 175,000 | 174,796 | ||||||
MIDAMERICAN ENERGY HLDGS CO | Corporate Debt Obligation | 5% 15 Feb 2014 | 125,000 | 123,760 | ||||||
MIDAMERICAN FDG LLC | Corporate Debt Obligation | 6.927% 01 Mar 2029 | 1,120,000 | 1,256,054 | ||||||
MORGAN STANLEY | Corporate Debt Obligation | 4% 15 Jan 2010 | 380,000 | 375,683 | ||||||
NATIONWIDE BLDG SOC | Corporate Debt Obligation | 2.625% 30 Jan 2007 | 255,000 | 250,360 | ||||||
NATL CITY BK CLEVELAND OH MTBN | Corporate Debt Obligation | 4.15% 01 Aug 2009 | 245,000 | 244,901 | ||||||
NETWORK RAIL MTN FINANCE PLC | Corporate Debt Obligation | 2.625% 26 Mar 2008 | 470,000 | 454,665 | ||||||
NEW YORK NY | Corporate Debt Obligation | 7.55% 15 Nov 2020 | 725,000 | 812,914 | ||||||
NEWELL RUBBERMAID INC | Corporate Debt Obligation | 4% 01 May 2010 | 80,000 | 77,632 | ||||||
NEXEN INC | Corporate Debt Obligation | 5.05% 20 Nov 2013 | 140,000 | 139,034 | ||||||
NISSAN AUTO LEASE TR | Corporate Debt Obligation | 2.9% 15 Aug 2007 | 370,000 | 369,235 | ||||||
NISSAN AUTO RECEIVABLES OWN TR | Corporate Debt Obligation | 3.378% 15 May 2008 | 445,000 | 445,075 | ||||||
NORFOLK SOUTHN CORP | Corporate Debt Obligation | 7.05% 01 May 2037 | 55,000 | 64,310 | ||||||
ONTARIO PROV CDA | Corporate Debt Obligation | 2.65% 15 Dec 2006 | 360,000 | 355,664 | ||||||
PECO ENERGY CO | Corporate Debt Obligation | 3.5% 01 May 2008 | 100,000 | 99,293 | ||||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 6.05% 01 Mar 2009 | 285,000 | 296,082 | ||||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 5.8% 01 Mar 2007 | 99,987 | 100,554 | ||||||
PHOENIX LIFE INS CO | Corporate Debt Obligation | 7.15% 15 Dec 2034 | 165,000 | 164,585 | ||||||
PROCTER + GAMBLE CO | Corporate Debt Obligation | 8% 01 Sep 2024 | 390,000 | 519,397 | ||||||
PROCTER + GAMBLE PROFIT | Corporate Debt Obligation | 9.36% 01 Jan 2021 | 105,000 | 139,410 | ||||||
PROLOGIS TR | Corporate Debt Obligation | 7.1% 15 Apr 2008 | 205,000 | 224,861 | ||||||
PRUDENTIAL FINL INC | Corporate Debt Obligation | 4.104% 15 Nov 2006 | 465,000 | 470,093 | ||||||
PSE AND G TRANSITION FDG LLC | Corporate Debt Obligation | 5.74% 15 Mar 2007 | 35,109 | 35,348 | ||||||
PUBLIC SVC CO COLO | Corporate Debt Obligation | 4.375% 01 Oct 2008 | 65,000 | 65,910 | ||||||
RUSSELL FRANK CO | Corporate Debt Obligation | 5.625% 15 Jan 2009 | 1,000,000 | 1,062,350 | ||||||
SALOMON INC | Corporate Debt Obligation | 6.5% 15 Feb 2008 | 540,000 | 584,700 | ||||||
SBC COMMUNICATIONS INC | Corporate Debt Obligation | 5.1% 15 Sep 2014 | 365,000 | 368,392 | ||||||
SHURGARD STORAGE CTRS INC | Corporate Debt Obligation | 7.75% 22 Feb 2011 | 170,000 | 193,641 | ||||||
SLM CORP | Corporate Debt Obligation | 5% 01 Oct 2013 | 195,000 | 197,464 | ||||||
SLM STUDENT LN TR | Corporate Debt Obligation | 1% 15 Mar 2011 | 214,690 | 214,682 | ||||||
SPRINT CAP CORP | Corporate Debt Obligation | 8.75% 15 Mar 2032 | 85,000 | 113,246 | ||||||
TATE + LYLE INTL FIN PLC | Corporate Debt Obligation | 5% 15 Nov 2014 | 190,000 | 188,138 | ||||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 4.125% 15 Nov 2007 | 290,000 | 293,698 | ||||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 4.125% 15 Nov 2007 | 250,000 | 253,188 | ||||||
TIME WARNER ENTMT CO L P | Corporate Debt Obligation | 8.375% 15 Mar 2023 | 130,000 | 162,982 | ||||||
15
TIME WARNER INC | Corporate Debt Obligation | 6.625% 15 May 2029 | 545,000 | 587,243 | ||||||
TURNER BROADCASTING SYS INC | Corporate Debt Obligation | 8.375% 01 Jul 2013 | 120,000 | 147,858 | ||||||
TYCO INTL GROUP S A | Corporate Debt Obligation | 6.75% 15 Feb 2011 | 50,000 | 56,039 | ||||||
TYCO INTL GROUP S A | Corporate Debt Obligation | 7% 15 Jun 2028 | 445,000 | 517,373 | ||||||
TYSON FOODS INC | Corporate Debt Obligation | 8.25% 01 Oct 2011 | 70,000 | 83,122 | ||||||
U S AIR INC | Corporate Debt Obligation | 6.76% 15 Apr 2008 | 634,365 | 68,429 | ||||||
UBS FIN DEL LLC | Corporate Debt Obligation | 1.825% 10 Jan 2005 | 3,780,000 | 3,773,297 | ||||||
UNITED STATES CELLULAR CORP | Corporate Debt Obligation | 6.7% 15 Dec 2033 | 55,000 | 56,981 | ||||||
VERIZON NEW ENG INC | Corporate Debt Obligation | 6.5% 15 Sep 2011 | 260,000 | 286,012 | ||||||
VERIZON NEW YORK INC | Corporate Debt Obligation | 6.875% 01 Apr 2012 | 75,000 | 84,186 | ||||||
VIRGINIA ELEC + PWR CO | Corporate Debt Obligation | 5.375% 01 Feb 2007 | 40,000 | 41,434 | ||||||
VOLKSWAGEN AUTO LEASE TR | Corporate Debt Obligation | 2.84% 20 Jul 2007 | 285,000 | 272,219 | ||||||
WASHINGTON MUT BK FA CHATSWORT | Corporate Debt Obligation | 5.125% 15 Jan 2015 | 110,000 | 109,253 | ||||||
WASHINGTON MUT BK FA CHATSWORT | Corporate Debt Obligation | 5.65% 15 Aug 2014 | 260,000 | 268,941 | ||||||
WESTVACO CORP | Corporate Debt Obligation | 7.95% 15 Feb 2031 | 80,000 | 97,732 | ||||||
WISCONSIN ST GEN FD ANNUAL | Corporate Debt Obligation | 5.7% 01 May 2026 | 105,000 | 107,933 | ||||||
WORLD SVGS BK FSB OAKLAND CALI | Corporate Debt Obligation | 4.125% 15 Dec 2009 | 215,000 | 215,040 | ||||||
WYETH | Corporate Debt Obligation | 6.45% 01 Feb 2024 | 85,000 | 90,405 | ||||||
FED HM LN PC POOL A14627 | Federal Agency Obligation | 6.5% 01 Oct 2033 | 364,645 | 382,712 | ||||||
FED HM LN PC POOL A15374 | Federal Agency Obligation | 6.5% 01 Nov 2033 | 35,390 | 37,143 | ||||||
FED HM LN PC POOL A15531 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 422,367 | 429,469 | ||||||
FED HM LN PC POOL A16606 | Federal Agency Obligation | 5.5% 01 Dec 2033 | 904,672 | 919,884 | ||||||
FED HM LN PC POOL A25388 | Federal Agency Obligation | 5.5% 01 Aug 2034 | 928,674 | 944,027 | ||||||
FED HM LN PC POOL A25399 | Federal Agency Obligation | 6% 01 Aug 2034 | 773,477 | 799,402 | ||||||
FED HM LN PC POOL A26682 | Federal Agency Obligation | 6% 01 Sep 2034 | 906,456 | 936,839 | ||||||
FED HM LN PC POOL A26685 | Federal Agency Obligation | 6% 01 Sep 2034 | 1,418,211 | 1,465,747 | ||||||
FED HM LN PC POOL A26687 | Federal Agency Obligation | 6% 01 Sep 2034 | 821,241 | 848,768 | ||||||
FED HM LN PC POOL A26889 | Federal Agency Obligation | 5.5% 01 Sep 2034 | 143,865 | 146,243 | ||||||
FED HM LN PC POOL A27478 | Federal Agency Obligation | 5.5% 01 Oct 2034 | 99,870 | 101,521 | ||||||
FED HM LN PC POOL A30189 | Federal Agency Obligation | 5.5% 01 Dec 2034 | 890,927 | 905,656 | ||||||
FED HM LN PC POOL B11429 | Federal Agency Obligation | 4.5% 01 Dec 2018 | 763,557 | 762,825 | ||||||
FED HM LN PC POOL B15226 | Federal Agency Obligation | 4.5% 01 Jun 2019 | 304,309 | 303,481 | ||||||
FED HM LN PC POOL C01416 | Federal Agency Obligation | 7% 01 Sep 2032 | 813,230 | 861,898 | ||||||
FED HM LN PC POOL C01437 | Federal Agency Obligation | 7% 01 Oct 2032 | 869,736 | 921,786 | ||||||
FED HM LN PC POOL C69598 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 36,713 | 38,550 | ||||||
FED HM LN PC POOL C74597 | Federal Agency Obligation | 6% 01 Dec 2032 | 123,020 | 127,257 | ||||||
FED HM LN PC POOL E96905 | Federal Agency Obligation | 4.5% 01 May 2018 | 1,482,270 | 1,480,848 | ||||||
FED HM LN PC POOL G01705 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 2,164,410 | 2,200,193 | ||||||
FED HM LN PC POOL G11266 | Federal Agency Obligation | 7.5% 01 Dec 2016 | 45,979 | 48,770 | ||||||
FED HM LN PC POOL G18003 | Federal Agency Obligation | 5.5% 01 Jul 2019 | 601,514 | 621,683 | ||||||
FED HOME LN MTG CORP MED TERM | Federal Agency Obligation | 4.25% 04 May 2009 | 500,000 | 500,789 | ||||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 2.5% 24 Feb 2006 | 1,360,000 | 1,351,673 | ||||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 3.125% 15 Nov 2006 | 365,000 | 364,310 | ||||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 5.75% 15 Oct 2007 | 1,860,000 | 1,981,359 | ||||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 May 2018 | 340,000 | 348,561 | ||||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 3% 15 Nov 2016 | 222,118 | 221,390 | ||||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 4.875% 15 Mar 2007 | 975,000 | 1,006,695 | ||||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6.875% 15 Sep 2010 | 810,000 | 924,695 | ||||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 7.12% 25 Jun 2028 | 54,380 | 55,003 | ||||||
FEDERAL HOME LN MTG DISC NTS | Federal Agency Obligation | 0.01% 04 Jan 2005 | 145,000 | 144,891 | ||||||
FEDERAL HOME LN MTG DISC NTS | Federal Agency Obligation | 0.01% 25 Jan 2005 | 1,180,000 | 1,177,926 | ||||||
FEDERAL HOME LN MTG DISC NTS | Federal Agency Obligation | 0.01% 28 Jan 2005 | 1,680,000 | 1,675,975 | ||||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.625% 15 Sep 2009 | 785,000 | 876,511 | ||||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.625% 15 Nov 2010 | 1,595,000 | 1,802,529 | ||||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.625% 15 Nov 2030 | 180,000 | 214,500 | ||||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.74% 25 Aug 2007 | 445,000 | 475,818 | ||||||
FEDERAL NATL MTG ASSN DISC NTS | Federal Agency Obligation | 0.01% 18 Jan 2005 | 6,265,000 | 6,253,988 | ||||||
FEDERAL NATL MTG ASSN GTD | Federal Agency Obligation | 3.48% 25 Oct 2011 | 365,000 | 348,786 | ||||||
FNMA TBA JAN 15 SINGLE FAM | Federal Agency Obligation | 5.5% 01 Dec 2099 | 565,000 | 583,716 | ||||||
FNMA TBA JAN 30 SINGLE FAM | Federal Agency Obligation | 4.5% 01 Dec 2099 | 1,085,000 | 1,048,381 | ||||||
FNMA TBA JAN 30 SINGLE FAM | Federal Agency Obligation | 6.5% 01 Dec 2099 | 1,725,000 | 1,808,556 | ||||||
FNMA POOL 253394 | Federal Agency Obligation | 8% 01 Jul 2020 | 40,615 | 44,051 | ||||||
FNMA POOL 253635 | Federal Agency Obligation | 7% 01 Feb 2016 | 77,431 | 82,096 | ||||||
FNMA POOL 253643 | Federal Agency Obligation | 7.5% 01 Feb 2031 | 100,483 | 107,667 | ||||||
FNMA POOL 253947 | Federal Agency Obligation | 8% 01 Aug 2031 | 51,337 | 55,585 | ||||||
FNMA POOL 254261 | Federal Agency Obligation | 6.5% 01 Apr 2017 | 218,961 | 232,230 | ||||||
FNMA POOL 254443 | Federal Agency Obligation | 6% 01 Sep 2017 | 629,650 | 660,171 | ||||||
FNMA POOL 255079 | Federal Agency Obligation | 5% 01 Feb 2019 | 255,589 | 259,925 | ||||||
16
FNMA POOL 512673 | Federal Agency Obligation | 7.5% 01 Sep 2029 | 16,634 | 17,829 | ||||||
FNMA POOL 535996 | Federal Agency Obligation | 7.5% 01 Jun 2031 | 326,036 | 349,345 | ||||||
FNMA POOL 545996 | Federal Agency Obligation | 7% 01 Aug 2032 | 1,127,239 | 1,194,982 | ||||||
FNMA POOL 555515 | Federal Agency Obligation | 6.5% 01 Dec 2017 | 31,559 | 33,471 | ||||||
FNMA POOL 555783 | Federal Agency Obligation | 4.5% 01 Oct 2033 | 878,631 | 850,765 | ||||||
FNMA POOL 555851 | Federal Agency Obligation | 6.5% 01 Oct 2033 | 1,903,864 | 1,998,628 | ||||||
FNMA POOL 599596 | Federal Agency Obligation | 6% 01 Aug 2016 | 65,314 | 68,484 | ||||||
FNMA POOL 625285 | Federal Agency Obligation | 7% 01 Feb 2032 | 202,344 | 214,499 | ||||||
FNMA POOL 634503 | Federal Agency Obligation | 6.5% 01 Mar 2017 | 108,097 | 114,647 | ||||||
FNMA POOL 636830 | Federal Agency Obligation | 6% 01 Apr 2017 | 618,641 | 648,628 | ||||||
FNMA POOL 644693 | Federal Agency Obligation | 7% 01 May 2032 | 299,930 | 317,954 | ||||||
FNMA POOL 655114 | Federal Agency Obligation | 7.5% 01 Aug 2032 | 23,889 | 25,577 | ||||||
FNMA POOL 697322 | Federal Agency Obligation | 5.5% 01 Dec 2033 | 74,680 | 75,881 | ||||||
FNMA POOL 725232 | Federal Agency Obligation | 5% 01 Mar 2034 | 3,667,931 | 3,646,415 | ||||||
FNMA POOL 725238 | Federal Agency Obligation | 5% 01 Mar 2034 | 3,861,933 | 3,839,278 | ||||||
FNMA POOL 725484 | Federal Agency Obligation | 7% 01 May 2034 | 1,852,689 | 1,964,030 | ||||||
FNMA POOL 726786 | Federal Agency Obligation | 5.5% 01 Jul 2033 | 984,846 | 1,000,683 | ||||||
FNMA POOL 735059 | Federal Agency Obligation | 4% 01 Oct 2019 | 4,742,236 | 4,649,919 | ||||||
FNMA POOL 752657 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 148,801 | 151,153 | ||||||
FNMA POOL 758938 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 368,312 | 374,235 | ||||||
FNMA POOL 761420 | Federal Agency Obligation | 4% 01 May 2019 | 724,280 | 707,492 | ||||||
FNMA POOL 764852 | Federal Agency Obligation | 5% 01 Jan 2019 | 1,162,841 | 1,182,565 | ||||||
FNMA POOL 766281 | Federal Agency Obligation | 4.5% 01 Mar 2019 | 533,302 | 531,940 | ||||||
FNMA POOL 773541 | Federal Agency Obligation | 4% 01 Apr 2019 | 515,596 | 503,644 | ||||||
FNMA POOL 777746 | Federal Agency Obligation | 5.5% 01 May 2034 | 223,144 | 226,671 | ||||||
FNMA POOL 779022 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 233,340 | 237,029 | ||||||
FNMA POOL 793663 | Federal Agency Obligation | 5.5% 01 Sep 2034 | 158,446 | 160,950 | ||||||
FNMA POOL 796872 | Federal Agency Obligation | 5.5% 01 Nov 2034 | 264,441 | 268,621 | ||||||
GMACM HOME EQUITY LN TR | Federal Agency Obligation | 1% 25 Apr 2033 | 255,000 | 255,474 | ||||||
GNMA II POOL 003151 | Federal Agency Obligation | 7% 20 Oct 2031 | 211,167 | 223,719 | ||||||
GNMA II POOL 003229 | Federal Agency Obligation | 7% 20 Apr 2032 | 102,373 | 108,450 | ||||||
GNMA II POOL 003240 | Federal Agency Obligation | 7% 20 May 2032 | 98,551 | 104,401 | ||||||
GNMA II POOL 003502 | Federal Agency Obligation | 6.5% 20 Jan 2034 | 80,089 | 84,150 | ||||||
GNMA II POOL 003584 | Federal Agency Obligation | 6% 20 Jul 2034 | 90,308 | 93,546 | ||||||
GNMA II POOL 003586 | Federal Agency Obligation | 6.5% 20 Jul 2034 | 394,263 | 414,257 | ||||||
GNMA II POOL 003598 | Federal Agency Obligation | 6% 20 Aug 2034 | 898,932 | 931,192 | ||||||
GNMA II POOL 003599 | Federal Agency Obligation | 6.5% 20 Aug 2034 | 122,582 | 128,799 | ||||||
GNMA II TBA JUMBO JAN 30 | Federal Agency Obligation | 5.5% 01 Dec 2099 | 1,200,000 | 1,224,000 | ||||||
GNMA POOL 592128 | Federal Agency Obligation | 7% 15 Nov 2032 | 26,850 | 28,537 | ||||||
GNMA POOL 596796 | Federal Agency Obligation | 7% 15 Dec 2032 | 59,936 | 63,700 | ||||||
BURLINGTON RES FIN CO | Foreign Corporate Debt Obligation | 7.4% 01 Dec 2031 | 750,000 | 915,947 | ||||||
DBS BK LTD SINGAPORE | Foreign Corporate Debt Obligation | 5% 15 Nov 2019 | 135,000 | 133,986 | ||||||
DEUTSCHE TELEKOM INTL FIN BV | Foreign Corporate Debt Obligation | 8.75% 15 Jun 2030 | 220,000 | 290,501 | ||||||
KOREA DEV BK | Foreign Corporate Debt Obligation | 3.875% 02 Mar 2009 | 85,000 | 83,898 | ||||||
PEMEX PROJ FDG MASTER TR | Foreign Corporate Debt Obligation | 8.625% 01 Feb 2022 | 65,000 | 75,628 | ||||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 4% 15 Jan 2010 | 130,000 | 127,463 | ||||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 6% 30 Sep 2034 | 420,000 | 410,615 | ||||||
TELEFONOS DE MEXICO S A | Foreign Corporate Debt Obligation | 4.5% 19 Nov 2008 | 295,000 | 296,966 | ||||||
VODAFONE AIRTOUCH PLC | Foreign Corporate Debt Obligation | 7.75% 15 Feb 2010 | 775,000 | 899,354 | ||||||
QUEBEC PROV CDA | Foreign Government Obligation | 4.875% 05 May 2014 | 345,000 | 350,619 | ||||||
UNITED MEXICAN STS | Foreign Government Obligation | 6.75% 27 Sep 2034 | 130,000 | 128,375 | ||||||
BANK OF AMERICA | Guaranteed Investment Contract— Net of wrapper gain of $1,288,829 | 5.35% 01 Aug 2020 | 46,862,047 | 46,862,047 | ||||||
BANK OF AMERICA | Guaranteed Investment Contract— Net of wrapper gain of $2,428,222 | 6.08% 01 Apr 2006 | 93,654,272 | 93,654,272 | ||||||
GE LIFE AND ANNUITY ASSURANCE | Guaranteed Investment Contract | 2.15% 14 Feb 2005 | 4,162,189 | 4,162,189 | ||||||
JPMORGAN CHASE BANK | Guaranteed Investment Contract— Net of wrapper gain of $2,317,112 | 5.59% 01 Jul 2020 | 93,525,921 | 93,525,921 | ||||||
JPMORGAN CHASE BANK | Guaranteed Investment Contract— Net of wrapper gain of $1,279,606 | 5.35% 01 Aug 2020 | 46,861,630 | 46,861,630 | ||||||
MONUMENTAL LIFE INSURANCE CO. | Guaranteed Investment Contract— Net of wrapper gain of $3,348,470 | 6.63% 01 Jan 2025 | 160,249,122 | 160,249,122 | ||||||
*STATE STREET BANK + TRUST CO. | Guaranteed Investment Contract— Net of wrapper gain of $3,520,699 | 4.93% 31 Dec 2099 | 160,076,893 | 160,076,893 | ||||||
TRAVELERS INS CO | Guaranteed Investment Contract | 2.42% 16 May 2006 | 4,158,997 | 4,158,997 | ||||||
UBS AG | Guaranteed Investment Contract— Net of wrapper gain of $3,413,104 | 5.48% 01 Jul 2020 | 160,184,488 | 160,184,488 | ||||||
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*PARTICIPANTS LOANS | Loans with interest rates ranging from 5.00% to 11.25% | 85,152,027 | 85,152,027 | |||||||
*BARCLAYS GLOBAL INVESTORS EQUITY INDEX FUND | Pooled Common Stock | 50,191,885 | 854,767,805 | |||||||
*CAPITAL GUARDIAN INTERNATIONAL EQUITY FUND | Pooled International Common Stock | 13,782,796 | 154,918,629 | |||||||
*PIMCO FUNDS PAC | Pooled International Common Stock | 7,811,120 | 83,344,646 | |||||||
*UBS GLOBAL EQUITY FUND | Pooled International Common Stock | 386,956 | 168,230,213 | |||||||
*STATE STREET BANK + TRUST CO. | Pooled Temporary Investment (cost of $21,751,581) | 21,751,581 | 21,751,581 | |||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 9.25% 15 Feb 2016 | 215,000 | 306,904 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 Aug 2023 | 1,205,000 | 1,410,744 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.375% 15 Feb 2031 | 1,805,000 | 1,951,797 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.125% 15 Aug 2019 | 1,670,000 | 2,279,420 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.5% 15 Aug 2028 | 575,000 | 622,348 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 12.75% 15 Nov 2010 | 1,045,000 | 1,133,050 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.125% 15 Aug 2029 | 2,965,000 | 3,481,094 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.25% 15 Feb 2029 | 2,480,000 | 2,601,480 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.25% 15 Nov 2028 | 8,495,000 | 8,903,822 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 11.25% 15 Feb 2015 | 205,000 | 322,242 | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 12% 15 Aug 2013 | 9,845,000 | 12,688,512 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 6.50%, 15 Feb 2010 | 690,000 | 781,182 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5.75% 15 Aug 2010 | 1,070,000 | 1,178,045 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5.75% 15 Nov 2005 | 330,000 | 338,456 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5% 15 Aug 2011 | 95,000 | 101,134 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.25% 15 Nov 2014 | 800,000 | 802,094 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.5% 15 Dec 2009 | 110,000 | 109,467 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 2.875% 30 Nov 2006 | 2,240,000 | 2,233,000 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 2.5% 31 Oct 2006 | 910,000 | 901,504 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.375% 15 Oct 2009 | 605,000 | 599,044 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.375%, 15 Sep 2009 | 165,000 | 163,492 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.375% 15 Aug 2012 | 1,475,000 | 1,510,204 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 6% 15 Aug 2009 | 1,050,000 | 1,158,036 | ||||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5.75% 15 Aug 2010 | 1,410,000 | 1,552,378 | ||||||
Self-Directed Personal Choice Retirement Account: | ||||||||||
*QWEST COMMUNICATIONS INTL INC | Common Stock | 93,569 | ||||||||
GOVERNMENT SECURITIES | U. S. Government Obligations | 136,634 | ||||||||
OTHER MARKETABLE SECURITIES | Various | 127,732,542 | ||||||||
Total Investments not including the Plan's Investment in the Master Trust | $ | 2,787,096,579 | ||||||||
- *
- Represents a party-in-interest
See accompanying report of independent registered public accounting firm.
18
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Qwest Savings & Investment Plan | ||||
June 29, 2005 Date | /s/ BILL JOHNSTON Bill Johnston Authorized Representative |
19
TABLE OF CONTENTS
REQUIRED INFORMATION
Report of Independent Registered Public Accounting Firm
QWEST SAVINGS & INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (Thousands of Dollars)
QWEST SAVINGS & INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Thousands of Dollars)
Qwest Savings & Investment Plan NOTES TO FINANCIAL STATEMENTS (Dollars and Shares in Thousands)
Qwest Savings & Investment Plan Schedule H, Line 4i—Schedule of Assets (Held at End of Year) As of December 31, 2004 Schedule I
SIGNATURE