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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)
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
¨ | 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 Street, Denver, Colorado 80202
303-992-1400
Table of Contents
Page(s) | ||
2 | ||
3 | ||
Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004 | 4 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2005 | 5 | |
6-18 | ||
SUPPLEMENTAL SCHEDULES | ||
Schedule I: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2005 | 19-25 | |
26 | ||
EXHIBIT 23 – Consent of Independent Registered Public Accounting Firm |
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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, 2005 and 2004, and for the year ended December 31, 2005, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed herewith.
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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, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. 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, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 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, 2005, 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 audits 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 22, 2006
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of Dollars)
December 31, 2005 | December 31, 2004 | |||||||
ASSETS | ||||||||
Investments (See Notes 2, 3, 4 and 10): | ||||||||
Qwest Communications International Inc. Common Stock | $ | 365,995 | $ | 340,288 | ||||
U. S. Government obligations | 126,105 | 116,037 | ||||||
Bank and insurance company contracts | 753,752 | 769,736 | ||||||
Capital Guardian International Equity Fund | 70,152 | 154,919 | ||||||
Barclays Global Investors Equity Index Fund | 862,080 | 854,768 | ||||||
Barclays Global Active International Equity Fund | 109,430 | — | ||||||
UBS Global Equity Fund | 80,735 | 168,230 | ||||||
PIMCO Funds PAC | 95,775 | 83,345 | ||||||
Other marketable securities | 205,723 | 192,871 | ||||||
Investment in Master Trust (Note 4) | 360,990 | 229,531 | ||||||
Loans to plan participants | 90,532 | 85,152 | ||||||
Temporary investments | 22,391 | 21,752 | ||||||
Total Investments | 3,143,660 | 3,016,629 | ||||||
Receivables: | ||||||||
Fund and other transfers, net | 36 | 13 | ||||||
Dividends and interest | 2,268 | 2,205 | ||||||
Receivables for investments sold | 585 | 1,883 | ||||||
Total Receivables | 2,889 | 4,101 | ||||||
Total Assets | 3,146,549 | 3,020,730 | ||||||
LIABILITIES | ||||||||
Expenses payable | (1,650 | ) | (1,172 | ) | ||||
Payables for securities purchased | (2,353 | ) | (6,587 | ) | ||||
Other liabilities | (9 | ) | (1 | ) | ||||
Total Liabilities | (4,012 | ) | (7,760 | ) | ||||
Net Assets Available for Benefits | $ | 3,142,537 | $ | 3,012,970 | ||||
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
For the Year Ended December 31, 2005
(Thousands of Dollars)
ADDITIONS | ||||
Employee contributions | $ | 159,107 | ||
Employer contributions, net of forfeitures applied | 69,115 | |||
Rollovers | 10,136 | |||
Transfers, net and other | 153 | |||
Total additions | 238,511 | |||
INCOME | ||||
Interest and other dividends | 53,217 | |||
Net appreciation in fair value of investments (Notes 2 and 3) | 146,063 | |||
Plan’s share of the income, expenses, and net appreciation in fair value of investments of the Master Trust (Note 4) | 32,628 | |||
Total income | 231,908 | |||
Total additions and income | 470,419 | |||
DEDUCTIONS | ||||
Plan expenses | (7,709 | ) | ||
Participant distributions | (333,143 | ) | ||
Total deductions | (340,852 | ) | ||
Net Increase | 129,567 | |||
Net Assets Available for Benefits at beginning of year | 3,012,970 | |||
Net Assets Available for Benefits at end of year | $ | 3,142,537 | ||
The accompanying notes are an integral part of these financial statements.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS
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 eligible 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. and its subsidiaries (“Qwest” or the “Company”).
The Plan is subject to some 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 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 $1,000 or less at the time of distribution.
Effective August 24, 2005, the Plan was amended to limit a participant to no more than two loans outstanding at any time.
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.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Eligibility, Contributions, and Vesting (continued)
The Company provides a matching contribution. Prior to May 14, 2004, the Company’s matching contributions were made in the form of Qwest common stock. Effective May 14, 2004, the Company’s matching contributions are made in cash. Management participant contributions, up to a maximum of 3% of eligible compensation, are matched by the Company 100% beginning immediately upon a participant’s hire date. Occupational participant contributions, up to a maximum of 6% of eligible compensation, are matched by the Company at 81% beginning after a participant’s completion of one year of service.
The Company does not match management participant contributions in excess of 3% of eligible compensation, and does not match occupational participant contributions in excess of 6% of eligible compensation.
A management participant is 100% vested in the Company’s matching contributions immediately upon entry into the Plan. An occupational participant becomes 100% vested in the Company’s matching contributions upon completion of three years of service with the Company. Participant contributions may be made either on a pre-tax basis or on an after-tax basis, or a combination of both. As provided in Section 402(g) of the Internal Revenue Code of 1986, as amended (“the Code”), pre-tax employee contributions were limited to $14,000 and $13,000 for the years ended December 31, 2005 and 2004, respectively.
All Company matching contributions have been designated as participant-directed for financial reporting purposes because participants have the ability to direct the investment of such contributions.
The Plan permits participants who have reached age 50 to make additional elective contributions up to certain annual maximum amounts established in the Code. The maximum for such additional participant elective contributions was $4,000 and $3,000 for the years ended December 31, 2005 and 2004, respectively.
Investment Advice
Participants have access to investment advice on Plan assets through CitiStreet Advisors LLC.
Investment Options
Participants in the Plan may invest their Plan accounts in a number of investment options which are briefly described below. The descriptions below are not, and are not intended to be, complete descriptions of each investment option’s risk and investment objective and strategy.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Investment Options (continued)
Participants are provided with more complete descriptions of the investment options, including risk, through the Plan’s prospectus and the prospectuses for each individual investment option.
• | 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 than stable value or money market funds 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 small 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 domiciled outside the United States using multiple investment managers. |
• | Qwest Shares Fund – This fund seeks to provide investment returns linked to the performance of Qwest common stock. This is an undiversified common stock investment. Concentrating investments in any undiversified investment, including common stock, should be considered a high-risk investment strategy. |
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Investment Options (continued)
• | 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 and bonds listed on major United States exchanges. |
The Plan assets held under these investment options are summarized in Schedule I.
Loans
The Plan allows participants to borrow from their Plan accounts. Loans are made available to participants based upon 50% of the participant’s vested account balance, less any portion allocated to an alternate payee, up to a maximum of $50,000. Except under certain provisions, plan loans provide for periodic repayments over a period not to exceed five years (or fifteen years for residential loans) at an interest rate 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. Beginning August 24, 2005, participants may not have more than two outstanding plan loans at any time.
Trust and Recordkeeping Services
State Street is the Trustee for the Plan. CitiStreet LLC 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 applicable sections of the Code.
The Plan has been amended since November 24, 2004. The Plan Administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Code, and, therefore, the Plan Administrator believes that the Plan continues to be qualified, and the related trust continues to be tax-exempt, as of December 31, 2005 and 2004.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
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. Plan accounts are unit valued on a daily basis.
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 ($42,000 and $41,000 for the years ended December 31, 2005 and 2004, respectively).
Payment of Benefits
Upon retirement, termination of employment or death, each participant or beneficiary is entitled to receive amounts from the Plan 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 distribution forms in accordance with the options provided in the terms of the Plan.
2. | Summary of Significant Accounting Policies: |
Investment Valuation and Income Recognition
The values of investments are determined as follows: Qwest common stock is valued on the basis of the closing sales price as reported by the New York Stock Exchange on December 31, 2005 and 2004; 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, 2005 and 2004. If no sales were made on that date, values are based on the 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, 2005 and 2004, from published sources where available and, if not available, from other sources considered reliable. The fair value of commingled funds is based on the quoted market prices of the underlying securities.
The Plan has entered into eight contracts with six 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.)
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NOTES TO FINANCIAL STATEMENTS, Continued
Investment Valuation and Income Recognition (continued)
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 $751 and $787 million as of December 31, 2005 and 2004, respectively. This compares to contract values of $754 and $770 million as of December 31, 2005 and 2004, respectively. 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, 2005 and 2004, the average crediting interest rates on these contracts were 4.50% and 4.64%, respectively.
For the year ended December 31, 2005 and 2004, the average annual yield earned on these contracts was 4.60% and 4.55%, 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.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
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, and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
3. | Investments: |
The following table presents investments that represent 5% or more of the Plan’s net assets:
December 31, 2005 | December 31, 2004 | |||||
(in thousands) | ||||||
Barclays Global Investors Equity Index Fund, | $ | 862,080 | $ | 854,768 | ||
Qwest Communications International Inc., | 365,995 | 340,288 | ||||
Capital Guardian International Equity Fund, | ** | 154,919 | ||||
UBS Global Equity Fund, | ** | 168,230 | ||||
UBS AG | 159,718 | 160,184 | ||||
Monumental Life Insurance Co. | 159,759 | 160,249 | ||||
State Street Bank & Trust Co. | 159,647 | 160,077 |
** | Investment not in excess of 5% at respective date. |
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NOTES TO FINANCIAL STATEMENTS, Continued
Investments (continued):
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:
Year Ended December 31, 2005 | ||||
(in thousands) | ||||
Qwest Common Stock | $ | 72,195 | ||
Other Marketable Securities * | (4,472 | ) | ||
PCRA | 5,375 | |||
Commingled Funds ** | 72,965 | |||
$ | 146,063 | |||
* | Includes corporate bonds, U S Government obligations, and other marketable securities. |
** | Includes Capital Guardian International Equity Fund, UBS Global Equity Fund, Barclays Global Active International 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 by QAM as named fiduciary for investments in the Plan and the Qwest Pension Plan. The MT investment is included in the U.S. Small/Mid Cap Stock Fund and International Stock Fund investment options for participants. The trustee is Mellon Trust of New England, N.A.
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 is as follows:
December 31, 2005 | December 31, 2004 | |||||||
(in thousands) | ||||||||
Investments, at fair value: | ||||||||
Common collective trusts | $ | 18,071 | $ | 44,446 | ||||
Corporate stock | 463,194 | 364,047 | ||||||
Interest-bearing cash | 1,137 | — | ||||||
Other investments | 258 | 180 | ||||||
Total investments | 482,660 | 408,673 | ||||||
Interest and dividends receivable | 718 | 279 | ||||||
Net pending security trades payable | (904 | ) | (1,593 | ) | ||||
Administrative expenses payable | (742 | ) | (364 | ) | ||||
Net assets of the MT | $ | 481,732 | $ | 406,995 | ||||
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NOTES TO FINANCIAL STATEMENTS, Continued
Master Trust Investment (continued)
The Plan’s interest and the Qwest Pension Plan’s interest in the net assets of the MT were as follows:
December 31 2005 | December 31 2004 | |||||||||||
(dollars in thousands) | ||||||||||||
QSIP | $ | 360,990 | 74.94 | % | $ | 229,531 | 56.40 | % | ||||
Qwest Pension Plan | 120,742 | 25.06 | 177,464 | 43.60 | ||||||||
Total | $ | 481,732 | 100.00 | % | $ | 406,995 | 100.00 | % | ||||
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 are as follows:
Year Ended December 31, 2005 | ||||
(in thousands) | ||||
Investment income: | ||||
Net appreciation in fair value of investments | $ | 41,704 | ||
Interest and dividends | 6,519 | |||
Net investment gain | 48,223 | |||
Administrative expenses | (2,479 | ) | ||
Net income | $ | 45,744 | ||
The Plan’s share of the MT’s net income was $33 million for the year ended December 31, 2005.
The net appreciation in the fair value of investments in the MT was predominately (98%) in corporate common stocks for the year ended December 31, 2005.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
5. | Forfeitures: |
When certain participants terminate employment with the Company, any non-vested portion of each such terminated participant’s Plan account (representing past Company matching contributions) represents a forfeiture. Forfeited participant balances are used to reduce future Company contributions or to pay administrative expenses of the Plan. For the year ended December 31, 2005, forfeitures of $158,978 were used to reduce employer contributions.
Company contributions for the year ended December 31, 2005 are shown net of forfeitures applied. Unapplied forfeitures were $61,152 and $84,990 as of December 31, 2005, and 2004, respectively.
6. | Plan Termination: |
In the event that the Plan is terminated, subject to compliance with certain conditions set forth by ERISA, the Plan provides that the accounts of participants, which are less than 100% vested will become 100% vested and the net assets will be distributed to 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, 2005 | December 31, 2004 | |||||||
(in thousands) | ||||||||
Net assets available for benefits per the financial statements | $ | 3,142,537 | $ | 3,012,970 | ||||
Less amounts allocated to withdrawing participants | (689 | ) | (378 | ) | ||||
Net assets available for benefits per Form 5500 (unaudited) | $ | 3,141,848 | $ | 3,012,592 | ||||
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Reconciliation of Financial Statements to Form 5500 (continued):
Year Ended December 31, 2005 | ||||
(in thousands) | ||||
Participant distributions per the financial statements | $ | 333,143 | ||
Add amounts payable at end of period | 689 | |||
Less amounts payable at beginning of period | (378 | ) | ||
Participant distributions per Form 5500 (unaudited) | $ | 333,454 | ||
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.
10. | Concentrations, Risks and Uncertainties: |
The Plan has a significant concentration of investments in Qwest common stock. The increase in the value of the Qwest common stock held by the Plan for the year ended December 31, 2005 was $72 million.
As described in Note 1, the Plan provides participants with 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.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Legal Matters
Settlement of Consolidated ERISA Action
Seven putative class actions purportedly brought on behalf of all participants and beneficiaries of the Plan and predecessor plans from March 7, 1999 until January 12, 2004 against Qwest have been consolidated into a consolidated action in federal district court in Colorado. Other defendants in this action include current and former directors of Qwest, former officers and employees of Qwest and Deutsche Bank. These suits also purport to seek relief on behalf of the Plan. 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. Plaintiffs seek damages, equitable and declaratory relief, along with attorneys’ fees and costs and restitution. Counsel for plaintiffs indicated that the putative class would seek billions of dollars of damages.
On April 26, 2006, Qwest, the other defendants, and the putative class representatives entered into a Stipulation of Settlement that, if implemented, will settle the consolidated ERISA action. Under the proposed settlement agreement, Qwest would pay a total of $33 million in cash to the Plan no later than 90 days after preliminary approval of the proposed settlement by the federal district court in Colorado. Deutsche Bank would pay a total of $4.5 million in cash to the Plan to settle the claims against it. No parties would admit any wrongdoing as part of the proposed settlement.
If the proposed settlement is approved by the court, Qwest will receive certain insurance proceeds as a contribution by individual defendants to this settlement, which will offset $10 million of Qwest’s $33 million payment. In addition to the $33 million cash settlement, Qwest has also agreed to pay, subject to certain contingencies, the amount (if any) by which the Plan’s recovery from Qwest’s settlement in In re Qwest Communications International Inc. Securities Litigation is less than $20 million. If approved by the district court the proposed settlement will settle and release the claims of the class against Qwest and all other defendants in the consolidated ERISA action. The proposed settlement has been filed with the district court. It is subject to preliminary and final approval by the district court and subject to review on appeal if the district court were finally to approve it. Counsel for plaintiffs have indicated that they will ask the Court for an award of attorneys’ fees and costs from the amounts to be paid by Qwest and Deutsche Bank.
An independent fiduciary has been retained to act on behalf of the Plan with respect to the Plan’s participation in the proposed settlement of the consolidated ERISA action.
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Qwest Savings & Investment Plan
NOTES TO FINANCIAL STATEMENTS, Continued
Legal Matters (continued)
Other
The Plan is a class member in two other class action lawsuits that are or were pending against Qwest (In re Qwest Communications International Inc. Securities Litigation and Brody v. Hellman, et al). Independent fiduciaries were retained to act on behalf of the Plan with respect to the Plan’s participation in the proposed settlements of these actions, which settlements are more fully described in Qwest’s recent public filings. For each matter, the respective independent fiduciary has determined it is in the best interests of the Plan to participate in the settlements. In the Brody matter, in December 2005, the court approved the settlement of the class action. The Plan is awaiting receipt of its allocation from the settlement proceeds. In the In re Qwest Communications International Inc. Securities Litigation matter, the settlement is awaiting determination of final approval by the court.
Qwest is also involved in various other legal matters that are more fully described in its recent public filings, including various securities actions alleging violations 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. By letter dated July 22, 2005, the Plan Administrator was notified by the IRS that it had concluded its investigation of the Plan and that there was no change in the favorable tax qualified status of the Plan.
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Qwest Savings & Investment Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2005
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 $1,195,688,862) | 64,762,773 | $ | 365,909,667 | |||||
AIG SUNAMERICA GLOBAL FING X | Corporate Debt Obligation | 6.9% 15 Mar 2032 | 525,000 | 612,500 | |||||
BURLINGTON RES FIN CO | Corporate Debt Obligation | 7.4% 01 Dec 2031 | 750,000 | 949,182 | |||||
CADBURY SCHWEPPES US FINANCE | Corporate Debt Obligation | 3.875% 01 Oct 2008 | 650,000 | 631,229 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 2.55% 20 Jan 2009 | 1,960,000 | 1,914,279 | |||||
CITIGROUP INC | Corporate Debt Obligation | 5.85% 11 Dec 2034 | 525,000 | 546,757 | |||||
COLUMBUS SOUTHN PWR CO | Corporate Debt Obligation | 5.85% 01 Oct 2035 | 500,000 | 497,434 | |||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 7.125% 15 Jun 2013 | 370,000 | 402,168 | |||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 6.75% 30 Jan 2011 | 895,000 | 947,631 | |||||
COMCAST CORP | Corporate Debt Obligation | 7.05% 15 Mar 2033 | 455,000 | 491,211 | |||||
FEDERATED DEPT STORES INC DEL | Corporate Debt Obligation | 6.9% 01 Apr 2029 | 430,000 | 467,864 | |||||
FINANCING CORP | Corporate Debt Obligation | 9.4% 08 Feb 2018 | 230,000 | 321,876 | |||||
FINANCING CORP | Corporate Debt Obligation | 9.8% 06 Apr 2018 | 625,000 | 899,846 | |||||
FMR CORP | Corporate Debt Obligation | 7.57% 15 Jun 2029 | 700,000 | 878,265 | |||||
GENENTECH INC | Corporate Debt Obligation | 5.25% 15 Jul 2035 | 790,000 | 761,311 | |||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 4.125% 01 Sep 2009 | 280,000 | 272,573 | |||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 6.125% 22 Feb 2011 | 810,000 | 852,161 | |||||
HONDA AUTO RECEIVBLE OWNER TR | Corporate Debt Obligation | 4.8% 19 Oct 2009 | 525,000 | 525,902 | |||||
HSBC AUTOMOTIVE TR | Corporate Debt Obligation | 4.35% 18 Jun 2012 | 260,000 | 255,724 | |||||
ILLINOIS ST | Corporate Debt Obligation | 5.1% 01 Jun 2033 | 1,570,000 | 1,550,720 | |||||
J P MORGAN CHASE COML MTG SEC | Corporate Debt Obligation | 4.625% 15 Mar 2046 | 500,000 | 492,304 | |||||
JP MORGAN CHASE COML MTG | Corporate Debt Obligation | 4.893% 15 Aug 2042 | 710,000 | 700,706 | |||||
KELLOGG CO | Corporate Debt Obligation | 6.6% 01 Apr 2011 | 425,000 | 455,001 | |||||
MASCO CORP | Corporate Debt Obligation | 4.8% 15 Jun 2015 | 375,000 | 349,562 | |||||
MASCO CORP | Corporate Debt Obligation | 5.875% 15 Jul 2012 | 125,000 | 126,782 | |||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.2% 15 Sep 2010 | 1,955,000 | 1,932,701 | |||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 2.75% 15 Oct 2010 | 335,000 | 319,815 | |||||
MIDAMERICAN ENERGY HLDGS CO | Corporate Debt Obligation | 5% 15 Feb 2014 | 125,000 | 122,016 | |||||
MIDAMERICAN ENERGY HLDGS CO | Corporate Debt Obligation | 3.5% 15 May 2008 | 285,000 | 274,982 | |||||
MIDAMERICAN FDG LLC | Corporate Debt Obligation | 6.927% 01 Mar 2029 | 1,120,000 | 1,253,178 | |||||
NEWMONT MNG CORP | Corporate Debt Obligation | 5.875% 01 Apr 2035 | 245,000 | 241,771 | |||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 6.13% 01 Mar 2009 | 970,000 | 994,074 | |||||
PG+E ENERGY RECOVERY FDG LLC | Corporate Debt Obligation | 4.85% 25 Jun 2011 | 1,075,000 | 1,075,492 | |||||
RUSSELL FRANK CO | Corporate Debt Obligation | 5.625% 15 Jan 2009 | 1,000,000 | 1,022,642 | |||||
SBC COMMUNICATIONS INC | Corporate Debt Obligation | 6.15% 15 Sep 2034 | 700,000 | 703,123 | |||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 4.125% 15 Nov 2007 | 250,000 | 246,592 | |||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 3.875% 22 Jan 2008 | 820,000 | 804,111 | |||||
TIME WARNER INC | Corporate Debt Obligation | 6.625% 15 May 2029 | 900,000 | 898,736 | |||||
TRICON GLOBAL RESTAURANTS INC | Corporate Debt Obligation | 8.875% 15 Apr 2011 | 225,000 | 257,607 | |||||
TXU ELEC DELIVERY TRANSITION | Corporate Debt Obligation | 3.52% 15 Nov 2011 | 1,047,825 | 1,021,226 | |||||
U S BK NATL ASSN CINCINNATI OH | Corporate Debt Obligation | 4.125% 17 Mar 2008 | 1,125,000 | 1,111,550 | |||||
VERIZON GLOBAL FDG CORP | Corporate Debt Obligation | 5.85% 15 Sep 2035 | 475,000 | 457,744 | |||||
WAL MART STORES INC | Corporate Debt Obligation | 4.125% 01 Jul 2010 | 545,000 | 528,272 | |||||
WAL MART STORES INC | Corporate Debt Obligation | 4.75% 15 Aug 2010 | 255,000 | 253,515 | |||||
WAL MART STORES INC | Corporate Debt Obligation | 5.25% 01 Sep 2035 | 725,000 | 703,740 | |||||
WELLS FARGO + CO | Corporate Debt Obligation | 4.125% 10 Mar 2008 | 385,000 | 379,218 | |||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 5% 15 Nov 2014 | 110,000 | 109,033 | |||||
WELLS FARGO FINL AUTO OWNER TR | Corporate Debt Obligation | 4.28% 15 Aug 2008 | 1,230,000 | 1,208,317 | |||||
WPP FDG LLC | Corporate Debt Obligation | 4.46% 27 Dec 2010 | 740,000 | 730,635 | |||||
AMERICA MOVIL S A DE C V | Corporate Debt Obligation | 5.75% 15 Jan 2015 | 120,000 | 120,408 | |||||
AMERICAN EXPRESS CR CORP | Corporate Debt Obligation | 5% 02 Dec 2010 | 165,000 | 165,113 | |||||
AMERICAN GEN FIN CORP MTN | Corporate Debt Obligation | 4.875% 15 Jul 2012 | 80,000 | 78,152 |
19
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||
AMERICAN HOME PRODS CORP | Corporate Debt Obligation | 6.95% 15 Mar 2011 | 260,000 | 280,478 | ||||
AMERIPRISE FINL INC | Corporate Debt Obligation | 5.35% 15 Nov 2010 | 235,000 | 236,610 | ||||
ASSURANT INC | Corporate Debt Obligation | 6.75% 15 Feb 2034 | 160,000 | 173,887 | ||||
AT+T WIRELESS SVCS INC | Corporate Debt Obligation | 8.75% 01 Mar 2031 | 70,000 | 92,737 | ||||
AT+T WIRELESS SVCS INC | Corporate Debt Obligation | 7.875% 01 Mar 2011 | 275,000 | 308,565 | ||||
BAE SYS HLDGS INC | Corporate Debt Obligation | 4.75% 15 Aug 2010 | 375,000 | 368,285 | ||||
BANC AMER COML MTG INC | Corporate Debt Obligation | 5.182% 10 Sep 2047 | 435,000 | 435,676 | ||||
BANK ONE CORP | Corporate Debt Obligation | 6% 01 Aug 2008 | 205,000 | 210,364 | ||||
BANK ONE ISSUANCE TR | Corporate Debt Obligation | 3.59% 17 May 2010 | 120,000 | 117,600 | ||||
BANKAMERICA CORP | Corporate Debt Obligation | 7.125% 15 Oct 2011 | 70,000 | 77,257 | ||||
BEAR STEARNS COML MTG SECS | Corporate Debt Obligation | 5.2872% 12 Oct 2042 | 805,000 | 808,113 | ||||
BEAR STEARNS COS INC | Corporate Debt Obligation | 5.3% 30 Oct 2015 | 110,000 | 109,755 | ||||
BELLSOUTH CORP | Corporate Debt Obligation | 6.55% 15 Jun 2034 | 90,000 | 95,865 | ||||
BOARDWALK PIPELINES LLC | Corporate Debt Obligation | 5.5% 01 Feb 2017 | 105,000 | 104,137 | ||||
BOEING CO | Corporate Debt Obligation | 7.95% 15 Aug 2024 | 110,000 | 143,489 | ||||
BUNGE LTD FIN CORP | Corporate Debt Obligation | 5.35% 15 Apr 2014 | 50,000 | 49,455 | ||||
CALIFORNIA INFR + ECONOMIC DEV | Corporate Debt Obligation | 6.48% 26 Dec 2009 | 365,000 | 374,015 | ||||
CALIFORNIA INFRA + ECONOMIC | Corporate Debt Obligation | 6.42% 26 Dec 2009 | 150,000 | 153,572 | ||||
CALIFORNIA INFRAS + ECOMOMIC | Corporate Debt Obligation | 6.38% 25 Sep 2008 | 51,617 | 52,037 | ||||
CAPITAL ONE FINL CORP | Corporate Debt Obligation | 5.5% 01 Jun 2015 | 45,000 | 44,737 | ||||
CAPITIAL ONE PRIME AUTO RECEIV | Corporate Debt Obligation | 4.32% 17 Aug 2009 | 425,000 | 422,078 | ||||
CAROLINA PWR + LT CO | Corporate Debt Obligation | 5.25% 15 Dec 2015 | 300,000 | 299,622 | ||||
CIT GROUP FDG CO CDA | Corporate Debt Obligation | 4.65% 01 Jul 2010 | 135,000 | 132,164 | ||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 2.55% 20 Jan 2009 | 1,005,000 | 981,556 | ||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 6.75% 30 Jan 2011 | 75,000 | 79,410 | ||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.85% 15 Nov 2015 | 120,000 | 121,551 | ||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.65% 15 Jun 2035 | 190,000 | 174,826 | ||||
COMMERCE GROUP INC MASS | Corporate Debt Obligation | 5.95% 09 Dec 2013 | 210,000 | 212,656 | ||||
CONAGRA INC | Corporate Debt Obligation | 7.125% 01 Oct 2026 | 35,000 | 38,631 | ||||
CONNECTICUT RRB SPL PURP TR | Corporate Debt Obligation | 5.73% 30 Mar 2009 | 164,647 | 165,694 | ||||
CONSTELLATION ENERGY GROUP INC | Corporate Debt Obligation | 7.6% 01 Apr 2032 | 65,000 | 78,197 | ||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 5.1% 15 Aug 2015 | 440,000 | 438,272 | ||||
CREDIT SUISSE FIRST BOSTON USA | Corporate Debt Obligation | 4.875% 15 Aug 2010 | 380,000 | 377,085 | ||||
DETROIT EDISON CO | Corporate Debt Obligation | 5.7% 01 Oct 2037 | 80,000 | 78,769 | ||||
DEVON FING CORP U L C | Corporate Debt Obligation | 7.875% 30 Sep 2031 | 30,000 | 38,121 | ||||
DOMINION RES INC VA NEW | Corporate Debt Obligation | 5.15% 15 Jul 2015 | 100,000 | 96,882 | ||||
DTE ENERGY CO | Corporate Debt Obligation | 5.63% 16 Aug 2007 | 280,000 | 282,106 | ||||
DUKE ENERGY CO | Corporate Debt Obligation | 3.75% 05 Mar 2008 | 210,000 | 205,094 | ||||
ERP OPER LTD PARTNERSHIP | Corporate Debt Obligation | 7.57% 15 Aug 2026 | 155,000 | 180,785 | ||||
EXELON CORP | Corporate Debt Obligation | 6.75% 01 May 2011 | 60,000 | 63,877 | ||||
FNANB CR CARD MASTER TR | Corporate Debt Obligation | 4.29% 17 Jul 2011 | 120,000 | 120,478 | ||||
FORD MTR CR CO | Corporate Debt Obligation | 5.8% 12 Jan 2009 | 125,000 | 109,042 | ||||
GE GLOBAL INS HLDG CORP | Corporate Debt Obligation | 7% 15 Feb 2026 | 40,000 | 44,966 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 4.125% 01 Sep 2009 | 1,305,000 | 1,270,385 | ||||
GENETECH INC | Corporate Debt Obligation | 4.75% 15 Jul 2015 | 280,000 | 272,467 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 6.875% 15 Jan 2011 | 350,000 | 377,045 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 4.75% 15 Jul 2013 | 275,000 | 266,742 | ||||
HERITAGE PPTY INVT TR INC | Corporate Debt Obligation | 4.5% 15 Oct 2009 | 205,000 | 198,202 | ||||
HRPT PPTYS TR | Corporate Debt Obligation | 5.75% 01 Nov 2015 | 200,000 | 199,309 | ||||
HRPT PPTYS TR | Corporate Debt Obligation | 6.25% 15 Aug 2016 | 120,000 | 122,284 | ||||
HSBC FIN CORP | Corporate Debt Obligation | 5.25% 14 Jan 2011 | 400,000 | 400,205 | ||||
IBP INC | Corporate Debt Obligation | 7.95% 01 Feb 2010 | 85,000 | 91,594 | ||||
ILLINOIS ST | Corporate Debt Obligation | 5.1% 01 Jun 2033 | 150,000 | 148,158 | ||||
JP MORGAN CHASE | Corporate Debt Obligation | 6.75% 01 Feb 2011 | 280,000 | 299,902 | ||||
JPMORGAN CHASE + CO | Corporate Debt Obligation | 5.15% 01 Oct 2015 | 435,000 | 428,833 | ||||
KEYCORP STUDENT LN TR | Corporate Debt Obligation | 3.96% 25 Jul 2029 | 390,709 | 393,260 | ||||
KINDER MORGAN FIN CORP | Corporate Debt Obligation | 5.7% 05 Jan 2016 | 440,000 | 443,804 | ||||
KRAFT FOODS INC | Corporate Debt Obligation | 5.625% 01 Nov 2011 | 115,000 | 117,990 |
20
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||
KROGER CO | Corporate Debt Obligation | 7.5% 01 Apr 2031 | 60,000 | 66,983 | ||||
LEHMAN BROTHERS HLDGS INC | Corporate Debt Obligation | 4.5% 26 Jul 2010 | 45,000 | 44,057 | ||||
M + I MARSHALL + ILSLEY BK MIL | Corporate Debt Obligation | 4.5% 25 Aug 2008 | 245,000 | 242,620 | ||||
MASSMUTUAL GLOBAL FGD II MTN | Corporate Debt Obligation | 2.55% 15 Jul 2008 | 170,000 | 160,508 | ||||
MBNA AMER BK NATL ASSN | Corporate Debt Obligation | 6.625% 15 Jun 2012 | 125,000 | 135,431 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.3% 15 Feb 2011 | 265,000 | 261,772 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.2% 15 Sep 2010 | 210,000 | 207,605 | ||||
MERRILL LYNCH + CO INC | Corporate Debt Obligation | 4.25% 08 Feb 2010 | 85,000 | 82,682 | ||||
MERRILL LYNCH MTG TR | Corporate Debt Obligation | 5.244% 12 Nov 2037 | 390,000 | 393,764 | ||||
METLIFE INC | Corporate Debt Obligation | 6.125% 01 Dec 2011 | 145,000 | 153,651 | ||||
MORGAN STANLEY | Corporate Debt Obligation | 5.375% 15 Oct 2015 | 315,000 | 315,305 | ||||
MORGAN STANLEY CAP I INC | Corporate Debt Obligation | 5.178% 15 Sep 2042 | 415,000 | 415,764 | ||||
MORGAN STANLEY GROUP INC | Corporate Debt Obligation | 6.75% 15 Apr 2011 | 310,000 | 333,723 | ||||
NATIONWIDE BLDG SOC | Corporate Debt Obligation | 4.25% 01 Feb 2010 | 305,000 | 297,203 | ||||
NEW YORK NY | Corporate Debt Obligation | 7.55% 15 Nov 2020 | 615,000 | 651,273 | ||||
NEWS AMER INC | Corporate Debt Obligation | 6.4% 15 Dec 2035 | 125,000 | 125,992 | ||||
NISSAN AUTO LEASE TR | Corporate Debt Obligation | 4.7% 15 Oct 2008 | 460,000 | 459,152 | ||||
NORANDA INC | Corporate Debt Obligation | 5.5% 15 Jun 2017 | 65,000 | 62,459 | ||||
NORANDA INC | Corporate Debt Obligation | 6.2% 15 Jun 2035 | 45,000 | 43,719 | ||||
ONCOR ELEC DELIVERY CO | Corporate Debt Obligation | 7.25% 15 Jan 2033 | 100,000 | 117,125 | ||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 6.05% 01 Mar 2009 | 227,529 | 229,416 | ||||
PECO ENERGY TRANSITION TRUST | Corporate Debt Obligation | 7.65% 01 Mar 2010 | 635,000 | 693,228 | ||||
PETRO CDA | Corporate Debt Obligation | 5.95% 15 May 2035 | 240,000 | 243,463 | ||||
PETRONAS CAP LTD | Corporate Debt Obligation | 7.875% 22 May 2022 | 100,000 | 124,844 | ||||
PG+E ENERGY RECOVERY FDG LLC | Corporate Debt Obligation | 4.85% 25 Jun 2011 | 215,000 | 215,098 | ||||
PHOENIX LIFE INS CO | Corporate Debt Obligation | 7.15% 15 Dec 2034 | 155,000 | 161,817 | ||||
PNC FDG CORP | Corporate Debt Obligation | 4.2% 10 Mar 2008 | 360,000 | 354,658 | ||||
POPULAR NORTH AMER INC | Corporate Debt Obligation | 5.2% 12 Dec 2007 | 255,000 | 254,753 | ||||
PROCTER + GAMBLE CO | Corporate Debt Obligation | 8% 01 Sep 2024 | 420,000 | 558,702 | ||||
PRUDENTIAL FINL INC | Corporate Debt Obligation | 4.104% 15 Nov 2006 | 355,000 | 352,668 | ||||
PRUDENTIAL FINL INC | Corporate Debt Obligation | 5.4% 13 Jun 2035 | 110,000 | 105,313 | ||||
PUBLIC SVC CO COLO | Corporate Debt Obligation | 4.375% 01 Oct 2008 | 65,000 | 64,185 | ||||
RAS LAFFAN LIQUEFIED NAT GAS | Corporate Debt Obligation | 5.298% 30 Sep 2020 | 140,000 | 138,634 | ||||
REGIONS FINL CORP NEW | Corporate Debt Obligation | 4.5% 08 Aug 2008 | 255,000 | 252,049 | ||||
ROYAL KPN NV | Corporate Debt Obligation | 8.375% 01 Oct 2030 | 75,000 | 88,873 | ||||
SAFEWAY INC | Corporate Debt Obligation | 4.95% 16 Aug 2010 | 60,000 | 58,433 | ||||
SBC COMMUNICATIONS INC | Corporate Debt Obligation | 5.3% 15 Nov 2010 | 345,000 | 346,045 | ||||
SCOTTISH PWR PLC | Corporate Debt Obligation | 5.375% 15 Mar 2015 | 155,000 | 155,087 | ||||
SIMON PPTY GROUP L P | Corporate Debt Obligation | 5.1% 15 Jun 2015 | 110,000 | 106,387 | ||||
SLM STUDENT LN TR | Corporate Debt Obligation | 4.41% 25 Jul 2025 | 260,000 | 257,938 | ||||
SPRINT CAP CORP | Corporate Debt Obligation | 8.375% 15 Mar 2012 | 120,000 | 139,076 | ||||
SPRINT CAP CORP | Corporate Debt Obligation | 7.625% 30 Jan 2011 | 115,000 | 126,814 | ||||
TATE + LYLE INTL FIN PLC | Corporate Debt Obligation | 5% 15 Nov 2014 | 100,000 | 95,874 | ||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 4.125% 15 Nov 2007 | 290,000 | 286,047 | ||||
TIME WARNER ENTMT CO L P | Corporate Debt Obligation | 8.375% 15 Jul 2033 | 85,000 | 100,407 | ||||
TURNER BROADCASTING SYS INC | Corporate Debt Obligation | 8.375% 01 Jul 2013 | 120,000 | 138,193 | ||||
TYSON FOODS INC | Corporate Debt Obligation | 8.25% 01 Oct 2011 | 70,000 | 79,034 | ||||
U S AIR INC | Corporate Debt Obligation | 6.76% 15 Apr 2008 | 582,750 | 62,861 | ||||
USAA AUTO OWNER TR | Corporate Debt Obligation | 4.89% 15 Aug 2012 | 310,000 | 310,728 | ||||
VALERO ENERGY CORP NEW | Corporate Debt Obligation | 7.5% 15 Apr 2032 | 75,000 | 91,147 | ||||
VERIZON GLOBAL FDG CORP | Corporate Debt Obligation | 5.85% 15 Sep 2035 | 50,000 | 48,184 | ||||
VERIZON NEW ENG INC | Corporate Debt Obligation | 6.5% 15 Sep 2011 | 125,000 | 128,223 | ||||
VIRGINIA ELEC + PWR CO | Corporate Debt Obligation | 5.375% 01 Feb 2007 | 40,000 | 40,149 | ||||
VOLKSWAGEN AUTO LEASE TR | Corporate Debt Obligation | 3.82% 20 May 2008 | 210,000 | 207,889 | ||||
VOLKSWAGEN AUTO LEASE TR | Corporate Debt Obligation | 2.84% 20 Jul 2007 | 285,000 | 282,061 | ||||
WACHOVIA CORP NEW | Corporate Debt Obligation | 5.5% 01 Aug 2035 | 120,000 | 116,917 | ||||
WAL MART STORES INC | Corporate Debt Obligation | 4.125% 01 Jul 2010 | 80,000 | 77,544 | ||||
WASHINGTON MUT BK FA CHATSWORT | Corporate Debt Obligation | 5.65% 15 Aug 2014 | 105,000 | 106,331 |
21
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||
WASHINGTON REAL ESTATE INVT TR | Corporate Debt Obligation | 5.35% 01 May 2015 | 315,000 | 311,488 | ||||
WASTE MGMT INC DEL | Corporate Debt Obligation | 6.875% 15 May 2009 | 145,000 | 152,881 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 4.625% 09 Aug 2010 | 230,000 | 227,135 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 4.2% 15 Jan 2010 | 185,000 | 180,103 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 5% 15 Nov 2014 | 125,000 | 123,901 | ||||
WELLS FARGO MTG BACKED SECS | Corporate Debt Obligation | 1% 25 Jun 2035 | 500,000 | 485,288 | ||||
WESTVACO CORP | Corporate Debt Obligation | 7.95% 15 Feb 2031 | 80,000 | 92,064 | ||||
FED HM LN PC POOL C01416 | Federal Agency Obligation | 7% 01 Sep 2032 | 567,992 | 591,538 | ||||
FED HM LN PC POOL C01437 | Federal Agency Obligation | 7% 01 Oct 2032 | 553,000 | 575,924 | ||||
FED HM LN PC POOL E01304 | Federal Agency Obligation | 4.5% 01 Jan 2018 | 334,719 | 326,569 | ||||
FED HM LN PC POOL E98696 | Federal Agency Obligation | 4.5% 01 Aug 2018 | 1,884,276 | 1,837,770 | ||||
FED HM LN PC POOL E99429 | Federal Agency Obligation | 4% 01 Sep 2013 | 794,997 | 766,661 | ||||
FED HM LN PC POOL G01705 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 1,885,524 | 1,870,062 | ||||
FED HM LN PC POOL G01737 | Federal Agency Obligation | 5% 01 Dec 2034 | 2,367,647 | 2,296,832 | ||||
FED HM LN PC POOL G11371 | Federal Agency Obligation | 4.5% 01 Mar 2013 | 413,891 | 406,381 | ||||
FED HM LN PC POOL G11817 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 365,653 | 368,509 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 0.01% 05 Oct 2007 | 620,000 | 570,872 | ||||
FEDERAL HOME LN MTG CORP MTN | Federal Agency Obligation | 3.25% 02 Nov 2007 | 460,000 | 446,482 | ||||
FEDERAL HOME LN MTG CORP MTN | Federal Agency Obligation | 3.55% 15 Nov 2007 | 3,020,000 | 2,955,076 | ||||
FEDERAL HOME LN MTG DISC NTS | Federal Agency Obligation | 0.01% 10 Jan 2006 | 2,205,000 | 2,197,797 | ||||
FEDERAL HOME LOAN BANK | Federal Agency Obligation | 4.5% 11 May 2007 | 2,940,000 | 2,929,922 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.503% 25 Sep 2011 | 535,000 | 552,149 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 0.01% 22 Jan 2008 | 2,185,000 | 1,988,031 | ||||
FNMA POOL 254806 | Federal Agency Obligation | 4.5% 01 Jul 2013 | 951,845 | 935,774 | ||||
FNMA POOL 254845 | Federal Agency Obligation | 4% 01 Jul 2013 | 471,189 | 455,867 | ||||
FNMA POOL 254909 | Federal Agency Obligation | 4% 01 Sep 2013 | 316,651 | 306,357 | ||||
FNMA POOL 254988 | Federal Agency Obligation | 4% 01 Nov 2013 | 498,517 | 482,311 | ||||
FNMA POOL 357418 | Federal Agency Obligation | 4% 01 Aug 2018 | 1,130,966 | 1,081,995 | ||||
FNMA POOL 545996 | Federal Agency Obligation | 7% 01 Aug 2032 | 706,361 | 737,370 | ||||
FNMA POOL 555800 | Federal Agency Obligation | 5.5% 01 Oct 2033 | 1,958,735 | 1,944,371 | ||||
FNMA POOL 555851 | Federal Agency Obligation | 6.5% 01 Oct 2033 | 1,243,616 | 1,278,345 | ||||
FNMA POOL 609781 | Federal Agency Obligation | 6.5% 01 Sep 2016 | 642,786 | 659,866 | ||||
FNMA POOL 725484 | Federal Agency Obligation | 7% 01 May 2034 | 1,136,702 | 1,186,603 | ||||
FNMA POOL 728678 | Federal Agency Obligation | 4% 01 Jul 2018 | 496,167 | 474,683 | ||||
FNMA POOL 730823 | Federal Agency Obligation | 4% 01 Aug 2018 | 799,747 | 765,117 | ||||
FNMA POOL 735059 | Federal Agency Obligation | 4% 01 Oct 2019 | 4,215,217 | 4,028,002 | ||||
FNMA POOL 745081 | Federal Agency Obligation | 5% 01 Jun 2034 | 1,996,992 | 1,942,235 | ||||
FNMA POOL 745145 | Federal Agency Obligation | 4.5% 01 Dec 2020 | 735,000 | 716,881 | ||||
FNMA POOL 779022 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 189,143 | 187,472 | ||||
FNMA POOL 793663 | Federal Agency Obligation | 5.5% 01 Sep 2034 | 143,836 | 142,565 | ||||
FNMA POOL 796872 | Federal Agency Obligation | 5.5% 01 Nov 2034 | 212,147 | 210,273 | ||||
FANNIE MAE | Federal Agency Obligation | 5% 25 Mar 2025 | 220,000 | 219,460 | ||||
FED HM LN PC POOL A15374 | Federal Agency Obligation | 6.5% 01 Nov 2033 | 18,399 | 18,860 | ||||
FED HM LN PC POOL A34073 | Federal Agency Obligation | 6.5% 01 Feb 2035 | 594,369 | 609,164 | ||||
FED HM LN PC POOL A36149 | Federal Agency Obligation | 5% 01 Jul 2035 | 356,233 | 344,878 | ||||
FED HM LN PC POOL A46279 | Federal Agency Obligation | 5% 01 Jul 2035 | 1,042,084 | 1,008,868 | ||||
FED HM LN PC POOL B11429 | Federal Agency Obligation | 4.5% 01 Dec 2018 | 651,022 | 634,954 | ||||
FED HM LN PC POOL B11878 | Federal Agency Obligation | 4.5% 01 Jan 2019 | 122,444 | 119,422 | ||||
FED HM LN PC POOL B14160 | Federal Agency Obligation | 4% 01 May 2019 | 260,425 | 248,497 | ||||
FED HM LN PC POOL C66878 | Federal Agency Obligation | 6.5% 01 May 2032 | 230,156 | 236,284 | ||||
FED HM LN PC POOL E96905 | Federal Agency Obligation | 4.5% 01 May 2018 | 579,207 | 564,912 | ||||
FED HM LN PC POOL E99103 | Federal Agency Obligation | 5% 01 Sep 2018 | 413,056 | 409,529 | ||||
FED HM LN PC POOL G01839 | Federal Agency Obligation | 5% 01 Jun 2035 | 4,264,927 | 4,137,367 | ||||
FED HM LN PC POOL G01894 | Federal Agency Obligation | 5% 01 Jul 2035 | 745,272 | 722,982 | ||||
FED HM LN PC POOL G08062 | Federal Agency Obligation | 5% 01 Jun 2035 | 716,571 | 693,730 | ||||
FED HM LN PC POOL G11690 | Federal Agency Obligation | 4% 01 Feb 2020 | 600,252 | 572,759 | ||||
FED HM LN PC POOL G18033 | Federal Agency Obligation | 5% 01 Jan 2020 | 741,619 | 734,626 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 4.25% 16 Apr 2007 | 2,235,000 | 2,220,692 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 4.125% 12 Sep 2008 | 420,000 | 414,690 | ||||
FEDERAL HOME LN MTG | Federal Agency Obligation | 4.3% 05 May 2008 | 375,000 | 370,296 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 May 2018 | 340,000 | 339,853 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 May 2023 | 447,467 | 447,131 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Oct 2025 | 241,449 | 240,980 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Apr 2024 | 385,000 | 384,488 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Oct 2023 | 260,000 | 259,386 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 4% 15 Oct 2026 | 1,235,000 | 1,194,870 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.5% 15 Jan 2020 | 335,000 | 338,041 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Mar 2025 | 328,047 | 327,459 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Mar 2026 | 309,450 | 308,715 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Nov 2023 | 285,000 | 284,761 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 3.375% 23 Aug 2007 | 365,000 | 357,138 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Dec 2028 | 1,520,000 | 1,550,871 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 7.12% 25 Jun 2028 | 15,497 | 15,447 | ||||
FEDERAL HOME LN MTG CORP MTN | Federal Agency Obligation | 3.5% 19 Oct 2007 | 405,000 | 396,384 | ||||
FEDERAL HOME LN MTG CORP MTN | Federal Agency Obligation | 3.55% 15 Nov 2007 | 355,000 | 347,368 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6% 25 Mar 2019 | 627,642 | 645,096 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.375% 15 Jun 2009 | 975,000 | 1,024,316 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6% 15 May 2008 | 495,000 | 508,859 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.25% 15 Jan 2009 | 270,000 | 274,121 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6% 15 May 2011 | 200,000 | 211,527 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.503% 25 Sep 2011 | 465,000 | 479,905 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 4.2% 08 Jun 2009 | 400,000 | 392,273 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 25 Feb 2025 | 355,000 | 354,781 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 25 May 2035 | 360,000 | 357,595 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 6.74% 25 Aug 2007 | 445,000 | 455,082 | ||||
FEDERAL NATL MTG ASSN GTD | Federal Agency Obligation | 3.48% 25 Oct 2011 | 365,000 | 351,496 | ||||
FEDERAL NATL MTG ASSN MTN | Federal Agency Obligation | 3.31% 26 Jan 2007 | 1,525,000 | 1,502,026 | ||||
FEDERAL NATL MTG ASSN MTN | Federal Agency Obligation | 3.8% 18 Jan 2008 | 560,000 | 549,347 | ||||
FNMA POOL 253635 | Federal Agency Obligation | 7% 01 Feb 2016 | 55,858 | 58,051 | ||||
FNMA POOL 253643 | Federal Agency Obligation | 7.5% 01 Feb 2031 | 61,176 | 64,113 | ||||
FNMA POOL 254235 | Federal Agency Obligation | 6% 01 Mar 2017 | 128,680 | 131,538 | ||||
FNMA POOL 254261 | Federal Agency Obligation | 6.5% 01 Apr 2017 | 152,723 | 156,912 | ||||
FNMA POOL 254918 | Federal Agency Obligation | 4.5% 01 Sep 2033 | 781,810 | 739,057 | ||||
FNMA POOL 357244 | Federal Agency Obligation | 6.5% 01 Jul 2032 | 889,196 | 913,854 | ||||
FNMA POOL 512673 | Federal Agency Obligation | 7.5% 01 Sep 2029 | 11,650 | 12,217 | ||||
FNMA POOL 535996 | Federal Agency Obligation | 7.5% 01 Jun 2031 | 200,137 | 209,746 | ||||
FNMA POOL 545817 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 1,290,871 | 1,326,667 | ||||
FNMA POOL 555184 | Federal Agency Obligation | 6% 01 Apr 2017 | 266,717 | 272,644 | ||||
FNMA POOL 555515 | Federal Agency Obligation | 6.5% 01 Dec 2017 | 22,193 | 22,830 | ||||
FNMA POOL 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 1,941,783 | 1,927,543 | ||||
FNMA POOL 625285 | Federal Agency Obligation | 7% 01 Feb 2032 | 142,035 | 148,222 | ||||
FNMA POOL 634503 | Federal Agency Obligation | 6.5% 01 Mar 2017 | 78,386 | 80,537 | ||||
FNMA POOL 644693 | Federal Agency Obligation | 7% 01 May 2032 | 225,630 | 235,535 | ||||
FNMA POOL 655114 | Federal Agency Obligation | 7.5% 01 Aug 2032 | 8,394 | 8,793 | ||||
FNMA POOL 725424 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 928,334 | 921,526 | ||||
FNMA POOL 725445 | Federal Agency Obligation | 4.5% 01 May 2019 | 1,961,934 | 1,912,038 | ||||
FNMA POOL 735061 | Federal Agency Obligation | 6% 01 Nov 2034 | 1,270,983 | 1,283,000 | ||||
FNMA POOL 735503 | Federal Agency Obligation | 6% 01 Apr 2035 | 628,484 | 635,046 | ||||
FNMA POOL 735871 | Federal Agency Obligation | 5.5% 01 Jul 2035 | 1,380,738 | 1,368,540 | ||||
FNMA POOL 740228 | Federal Agency Obligation | 5.5% 01 Sep 2033 | 1,777,768 | 1,764,731 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | |||||
FNMA POOL 758938 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 304,794 | 302,559 | ||||
FNMA POOL 841990 | Federal Agency Obligation | 4.945% 01 Nov 2035 | 1,085,549 | 1,084,101 | ||||
GNMA II POOL 003151 | Federal Agency Obligation | 7% 20 Oct 2031 | 130,660 | 136,283 | ||||
GNMA II POOL 003229 | Federal Agency Obligation | 7% 20 Apr 2032 | 60,939 | 63,557 | ||||
GNMA II POOL 003240 | Federal Agency Obligation | 7% 20 May 2032 | 54,784 | 57,137 | ||||
GNMA II POOL 003584 | Federal Agency Obligation | 6% 20 Jul 2034 | 66,641 | 68,097 | ||||
GNMA II POOL 003598 | Federal Agency Obligation | 6% 20 Aug 2034 | 670,780 | 685,475 | ||||
GNMA POOL 592128 | Federal Agency Obligation | 7% 15 Nov 2032 | 13,418 | 14,087 | ||||
GNMA POOL 596796 | Federal Agency Obligation | 7% 15 Dec 2032 | 30,684 | 32,212 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 6% 30 Sep 2034 | 230,000 | 221,572 | ||||
VODAFONE AIRTOUCH PLC | Foreign Corporate Debt Obligation | 7.75% 15 Feb 2010 | 535,000 | 585,967 | ||||
DEUTSCHE TELEKOM INTL FIN BV | Foreign Corporate Debt Obligation | 8.25% 15 Jun 2030 | 60,000 | 76,312 | ||||
PEMEX PROJ FDG MASTER TR | Foreign Corporate Debt Obligation | 8% 15 Nov 2011 | 150,000 | 168,150 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 5.25% 01 Oct 2015 | 110,000 | 106,841 | ||||
TELEFONOS DE MEXICO S A | Foreign Corporate Debt Obligation | 4.5% 19 Nov 2008 | 295,000 | 289,661 | ||||
ARAB REP EGYPT | Foreign Government Obligation | 4.45% 15 Sep 2015 | 1,070,000 | 1,048,482 | ||||
QUEBEC PROV CDA MTN | Foreign Government Obligation | 7.22% 22 Jul 2036 | 60,000 | 85,931 | ||||
UFJ FIN ARUBA A E C | Foreign Government Obligation | 6.75% 15 Jul 2013 | 270,000 | 294,804 | ||||
BANK OF AMERICA | Guaranteed Investment Contract - Net of wrapper loss of $350,663 | 5.35% 01 Aug 2020 | 45,064,539 | 45,064,539 | ||||
MONUMENTAL LIFE | Guaranteed Investment Contract - Net of wrapper loss of $347,740 | 6.63% 01 Jan 2025 | 159,758,522 | 159,758,522 | ||||
STATE STREET BANK & TRUST | Guaranteed Investment Contract - Net of wrapper loss of $235,780 | 4.93% 31 Dec 2099 | 159,646,562 | 159,646,562 | ||||
UBS AG | Guaranteed Investment Contract - Net of wrapper loss of $306,960 | 5.48% 01 Jul 2020 | 159,717,742 | 159,717,742 | ||||
JPMORGAN CHASE BANK | Guaranteed Investment Contract - Net of wrapper loss of $350,449 | 5.35% 01 Aug 2020 | 45,064,611 | 45,064,611 | ||||
JPMORGAN CHASE BANK | Guaranteed Investment Contract - Net of wrapper loss of $533,477 | 5.59% 01 Jul 2020 | 90,100,864 | 90,100,864 | ||||
TRAVELERS INS CO | Guaranteed Investment Contract | 2.42% 16 May 2006 | 4,259,645 | 4,259,645 | ||||
BANK OF AMERICA | Guaranteed Investment Contract - Net of wrapper loss of $535,168 | 6.08% 01 Apr 2006 | 90,139,962 | 90,139,962 | ||||
*PARTICIPANTS LOANS | Loans with interest rates ranging from 5.00% to 11.25% | 90,721,955 | 90,531,557 | |||||
*BARCLAYS GLOBAL INVESTORS EQUITY INDEX FUND | Pooled Common Stock | 48,214,757 | 862,079,857 | |||||
*BARCLAYS GLOBAL ACTIVE INTERNATIONAL EQUITY FUND | Pooled International Common Stock | 6,448,468 | 109,430,501 | |||||
*CAPITAL GUARDIAN INTERNATIONAL EQUITY FUND | Pooled International Common Stock | 5,169,676 | 70,152,506 | |||||
*PIMCO FUNDS PAC | Pooled Bond Fund | 9,121,464 | 95,775,371 | |||||
*UBS GLOBAL EQUITY FUND | Pooled International Common Stock | 167,923 | 80,735,415 | |||||
*MELLON TRUST | Pooled Temporary Investment | 4,968 | 4,968 | |||||
*STATE STREET BANK + TRUST CO. | Pooled Temporary Investment | 22,385,610 | 22,385,610 | |||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.75% 15 Aug 2020 | 615,000 | 884,735 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 11.25% 15 Feb 2015 | 1,240,000 | 1,866,975 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 Aug 2023 | 4,830,000 | 5,767,701 | ||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.375% 28 Feb 2007 | 18,870,000 | 18,640,012 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.125% 15 Aug 2021 | 85,000 | 117,941 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.875% 15 Aug 2017 | 150,000 | 208,441 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.125% 15 Aug 2019 | 1,115,000 | 1,512,655 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.125% 15 Aug 2029 | 45,000 | 54,814 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.375% 15 Feb 2031 | 1,040,000 | 1,168,212 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.125% 15 Nov 2027 | 775,000 | 935,207 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 Aug 2023 | 635,000 | 758,280 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.625% 15 Feb 2027 | 865,000 | 1,097,401 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 May 2030 | 130,000 | 161,454 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Current Values | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.75% 15 Aug 2020 | 1,075,000 | 1,546,489 | |||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 9.875% 15 Nov 2015 | 60,000 | 85,720 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.375% 15 Aug 2012 | 595,000 | 594,930 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.5% 15 Nov 2010 | 305,000 | 306,644 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.25% 30 Nov 2007 | 65,000 | 64,810 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.375% 15 Dec 2010 | 460,000 | 460,359 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.375% 15 Nov 2008 | 145,000 | 145,023 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.5% 31 May 2007 | 340,000 | 335,723 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.125% 31 Jan 2007 | 540,000 | 532,449 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.75% 15 May 2014 | 800,000 | 819,469 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3% 15 Feb 2009 | 1,370,000 | 1,314,879 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.25% 15 Nov 2013 | 380,000 | 376,378 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 3.875% 15 Feb 2013 | 1,140,000 | 1,104,954 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.875% 15 Feb 2012 | 1,820,000 | 1,868,558 | |||||
Self-Directed Personal Choice Retirement Account: | |||||||||
*QWEST COMMUNICATIONS INTL INC | Common Stock | 15,060 | 85,089 | ||||||
GOVERNMENT SECURITIES | U. S. Government Obligations | 339,767 | |||||||
OTHER MARKETABLE SECURITIES | Various | 142,577,018 | |||||||
Total Investments not including the Plan's Investment in the Master Trust | $ | 2,782,670,446 | |||||||
* | Represents a party-in-interest |
See accompanying report of independent registered public accounting firm.
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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 23, 2006 | /s/ BILL JOHNSTON | |||
Date | Bill Johnston | |||
Authorized Representative |
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