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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
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
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Page(s) | ||
2 | ||
3 | ||
Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 | 4 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006 | 5 | |
6-18 | ||
SUPPLEMENTAL SCHEDULES | ||
Schedule I: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2006 | 19-23 | |
24 | ||
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 schedule of the Plan as of December 31, 2006 and 2005, and for the year ended December 31, 2006, 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, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. 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, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 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, 2006, 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. 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, 2007
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in thousands)
December 31, | ||||||
2006 | 2005 | |||||
ASSETS | ||||||
Investments, at fair value | $ | 3,532,250 | $ | 3,141,000 | ||
Receivables: | ||||||
Dividends, interest and other | 2,427 | 2,304 | ||||
Securities sold | 243 | 585 | ||||
Total receivables | 2,670 | 2,889 | ||||
Total assets | 3,534,920 | 3,143,889 | ||||
LIABILITIES | ||||||
Accrued Expenses | 1,493 | 1,659 | ||||
Payables for securities purchased | 199 | 2,353 | ||||
Total liabilities | 1,692 | 4,012 | ||||
Net assets available for benefits, at fair value | 3,533,228 | 3,139,877 | ||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | 5,715 | 2,660 | ||||
Net assets available for benefits | $ | 3,538,943 | $ | 3,142,537 | ||
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, 2006
(Dollars in thousands)
Additions: | ||||
Additions to net assets attributed to: | ||||
Investment income | ||||
Net appreciation in fair value of investments | $ | 379,768 | ||
Interest | 52,930 | |||
Dividends | 5,230 | |||
Plan’s share of the income, expenses, and net appreciation in fair value of investments of the Qwest DB/DC Master Trust | 67,368 | |||
505,296 | ||||
Less investment expenses | (2,969 | ) | ||
502,327 | ||||
Contributions: | ||||
Participants’ | 169,639 | |||
Employer’s | 67,068 | |||
236,707 | ||||
Transfers, net and other | 4,805 | |||
Total additions | 743,839 | |||
Deductions: | ||||
Deductions from net assets attributed to: | ||||
Benefits paid to participants | 343,329 | |||
Administrative expenses | 4,104 | |||
Total deductions | 347,433 | |||
Net increase | 396,406 | |||
Net assets available for benefits: | ||||
Beginning of year | 3,142,537 | |||
End of year | $ | 3,538,943 | ||
The accompanying notes are an integral part of these financial statements.
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2006 and 2005
Note 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 provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Benefits under the Plan are not insured or guaranteed by the Pension Benefit Guaranty Corporation.
Significant Plan Amendments
Effective August 24, 2005, the Plan was amended to limit a participant to no more than two loans outstanding at any time.
The Plan was amended on December 13, 2006 in the following respects:
• | For distributions made from the Plan due to deaths occurring after March 31, 2007, non-spouse beneficiaries may elect direct rollovers of Plan balances to individual retirement accounts (IRAs); |
• | Effective January 1, 2007, participants may repay a Plan loan in full at any time during the term of the loan; however, participants may no longer make a one-time loan payoff through payroll withholding; and |
• | Effective January 1, 2007, the Plan clarifies that the Company’s Employee Benefits Committee or its delegates have the authority to use all lawful process, including litigation, to recover overpayments to participants and beneficiaries. |
Eligibility, Contributions, and Vesting
Management employees are eligible to enter the Plan immediately on their hire date and are automatically enrolled at 3% of their eligible compensation, which percentage they can change at any time. Occupational employees are eligible to enter the Plan after completion of three months of service with the Company. Management and occupational 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)
For the Years Ended December 31, 2006 and 2005
Management participant contributions, up to a maximum of 3% of eligible compensation, are matched by the Company at 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 completes 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 on a pre-tax or after-tax basis, or on 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 $15,000 and $14,000 for the years ended December 31, 2006 and 2005, 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 these 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 amount for these additional participant elective contributions was $5,000 and $4,000 for the years ended December 31, 2006 and 2005, respectively.
Investment Advice
Participants have access to investment advice for directing their Plan investments through CitiStreet Advisors LLC (“CitiStreet”).
Plan Merger
The OnFiber Communications 401(k) Plan (“OnFiber Plan”) and related net assets of approximately $5 million were merged into the QSIP in December 2006. All participant account balances in the OnFiber Plan were transferred into the QSIP.
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.
Participants are provided with more complete descriptions of the investment options, including risk, through the Plan’s prospectus.
• | 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. |
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
• | 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, is a high-risk investment strategy. |
• | 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 Company’s Employee Benefits Committee. Participants may also make lump-sum repayments at any time following the date of the issuance of the loan. Since August 24, 2005, participants have been limited to no more than two outstanding Plan loans at any time.
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
Trust and Recordkeeping Services
State Street Corporation (“State Street”) is the Trustee for the Plan. CitiStreet LLC (“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 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, 2006.
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 of $44,000 and $42,000 for the years ended December 31, 2006 and 2005, 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.
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
Note 2: Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared under the 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, and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements
The financial statements reflect the retroactive adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contacts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As required by the FSP, the statement of net assets available for benefits presents investment contracts at fair value as well as an additional line item showing an adjustment for fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis and was not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of net assets available for benefits at December 31, 2005.
Investment Valuation and Income Recognition
The values of investments, including investments within the Qwest DB/DC Master Trust, 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, 2006 and 2005; and 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, 2006 and 2005. If no sales were made on those dates, 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, 2006 and 2005 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. If no sales were made on those dates, values are based on the price on the immediately preceding day on which sales were made.
The Plan has entered into six contracts with six banks or insurance companies. These contracts are included in the Interest Income Fund and are reported at fair value of the underlying investments under the contract and adjusted to contract value,
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
calculated as principal plus reinvested interest. These contracts are fully benefit-responsive, meaning that the terms of the Plan allow for withdrawals from the investment contract at contract or book value for payment of participant initiated transactions.
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 estimated fair value of the contracts was $743 million and $751 million as of December 31, 2006 and 2005, respectively. This compares to contract values of $749 million and $754 million as of December 31, 2006 and 2005, 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, 2006 and 2005, the average crediting interest rates on these contracts were 5.08% and 4.50%, respectively. For the years ended December 31, 2006 and 2005, the average annual yield earned on these contracts was 4.90% and 4.60%, respectively. All wrapper contracts provide for a minimum crediting rate of 0%.
Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include: (1) termination of the Plan; (2) a material adverse change to the provisions of the Plan; (3) the Plan sponsor electing to withdraw from a wrapper contract in order to switch to a different investment provider; or (4) if the terms of a successor plan do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. Management believes the events described above that could result in the payment of benefits at market value rather than contract value are not probable of occurring in the foreseeable future.
Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, un-cured material breaches of responsibilities or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments.
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.
Note 3: Investments
The following table presents investments that represent 5% or more of the Plan’s net assets:
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NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
December 31, 2006 | December 31, 2005 | |||||
(Dollars in thousands) | ||||||
Barclays Global Investors Equity Index Fund, | $ | 970,437 | $ | 862,080 | ||
Qwest Communications International Inc., | 457,072 | 365,995 | ||||
UBS AG Guaranteed Investment Contract | ** | 159,718 | ||||
Monumental Life Insurance Co. | ** | 159,759 | ||||
State Street Bank & Trust Co. | ** | 159,647 |
** | Investment not in excess of 5% at respective date. |
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, 2006 | ||||
(Dollars in thousands) | ||||
Qwest Common Stock | $ | 165,015 | ||
Other Marketable Securities * PCRA | | (3,049 17,197 | ) | |
Commingled Funds ** | 200,605 | |||
Net appreciation in fair value of investments | $ | 379,768 | ||
* | Includes corporate bonds, US 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. |
Note 4: Master Trust Investment
The Qwest DB/DC Master Trust (“MT”) is a trust that was established by Qwest Asset Management Company (“QAM”) as named fiduciary for investments in the Plan and the Qwest Pension Plan (the 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:
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
December 31, 2006 | December 31, 2005 | |||||||
(Dollars in thousands) | ||||||||
Investments, at fair value: | ||||||||
Common collective trusts | $ | 6,889 | $ | 18,071 | ||||
Corporate stock | 436,503 | 463,194 | ||||||
Interest-bearing cash | 3,220 | 1,137 | ||||||
Other investments | 217 | 258 | ||||||
Total investments, at fair value | 446,829 | 482,660 | ||||||
Interest and dividends receivable | 748 | 718 | ||||||
Net pending security trades payable | (5,777 | ) | (904 | ) | ||||
Administrative expenses payable | (717 | ) | (742 | ) | ||||
Net assets of the MT | $ | 441,083 | $ | 481,732 | ||||
The Plan’s interest and the Qwest Pension Plan’s interest in the net assets of the MT were as follows:
December 31, 2006 | December 31, 2005 | |||||||||||
(Dollars in thousands) | ||||||||||||
QSIP | $ | 441,083 | 100 | % | $ | 360,990 | 75 | % | ||||
Qwest Pension Plan | — | — | 120,742 | 25 | ||||||||
Total | $ | 441,083 | 100 | % | $ | 481,732 | 100 | % | ||||
At the end of 2006, the Plan owned 100% of the interest in the net assets of the MT. During the year, QAM revised the investment strategy for the Pension Plan such that the Pension Plan’s participation in the MT was no longer necessary. The Pension Plan may participate in the MT in future years should QAM determine that the MT provides an appropriate investment vehicle for Pension Plan assets.
The fair value of the Plan’s interest in the MT is based on the value of the Plan’s interest in the MT at the beginning of the year, plus actual contributions and allocated investment income, and less actual distributions and allocated administrative expenses. 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, 2006 | ||||
(Dollars in thousands) | ||||
Investment income: | ||||
Net appreciation in fair value of investments | $ | 68,686 | ||
Interest, dividends and other income | 8,198 | |||
Net investment gain | 76,884 | |||
Administrative expenses | (1,589 | ) | ||
Net investment income | $ | 75,295 | ||
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
The Plan’s share of the MT’s net investment income was $67 million for the year ended December 31, 2006.
The net appreciation in the fair value of investments in the MT was predominately in corporate common stocks (88%) for the year ended December 31, 2006.
Note 5: Forfeitures
When certain participants terminate employment with the Company, any non-vested portion of their Plan account that represents past Company matching contributions are forfeited. Forfeited participant balances are used to reduce future Company contributions or to pay administrative expenses of the Plan. For the year ended December 31, 2006, forfeitures of $80,251 were used to reduce employer contributions.
Company contributions for the year ended December 31, 2006 are shown net of forfeitures applied. Unapplied forfeitures were $14,051 and $61,152 as of December 31, 2006 and 2005, respectively.
Note 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 participant accounts that are less than 100% vested will become 100% vested and that the net assets will be distributed to account owners in an amount equal to their respective interests in those assets.
Note 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 net assets available for benefits per Form 5500 as of December 31, 2006 and 2005:
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
December 31, 2006 | December 31, 2005 | |||||||
(Dollars in thousands) | ||||||||
Net assets available for benefits per the financial statements | $ | 3,538,943 | $ | 3,142,537 | ||||
Less adjustment from fair value to contract value for fully benefit-responsive investment contracts | (5,715 | ) | — | |||||
Less amounts allocated to withdrawing participants | (2,789 | ) | (689 | ) | ||||
Net assets available for benefits per Form 5500 (unaudited) | $ | 3,530,439 | $ | 3,141,848 | ||||
The following is a reconciliation of investment income per the financial statements to investment income per Form 5500 for the year ended December 31, 2006:
Year Ended December 31, 2006 | ||||
(Dollars in thousands) | ||||
Investment income per the financial statements | $ | 502,327 | ||
Add investment expenses | 2,969 | |||
Less adjustment from fair value to contract value for fully benefit-responsive investment contracts | (5,715 | ) | ||
Investment income per Form 5500 (unaudited) | $ | 499,581 | ||
The following is a reconciliation of participant distributions per the financial statements to participant distributions per Form 5500 for the year ended December 31, 2006:
Year Ended December 31, 2006 | ||||
(Dollars in thousands) | ||||
Participant distributions per the financial statements | $ | 343,329 | ||
Add amounts allocated to withdrawing participants at end of period | 2,789 | |||
Less amounts allocated to withdrawing participants at beginning of period | (689 | ) | ||
Participant distributions per Form 5500 (unaudited) | $ | 345,429 | ||
Note 8: Plan Expenses
Plan expenses are generally paid by the Plan with the exception of certain expenses incurred by Qwest related to Plan design and corporate functions, which are paid for by Qwest.
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
Note 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 are allowed under federal laws and regulations.
Note 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 was $165 million for the year ended December 31, 2006.
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 these 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
Settlement of Consolidated ERISA Action
Seven putative class actions brought against Qwest purportedly on behalf of all participants and beneficiaries of the Plan (including predecessor plans) were 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 Trust Company Americas, or Deutsche Bank (formerly doing business as Bankers Trust Company). These suits also purported to seek relief on behalf of the Plan. The first of these actions was filed in March 2002. Plaintiffs asserted 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 from March 7, 1999 until January 12, 2004. Plaintiffs sought 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, when implemented, will settle the consolidated ERISA action against Qwest and all defendants. No parties admitted any wrongdoing as part of the settlement. Qwest deposited $33 million in cash into a settlement fund in connection with the settlement. Pursuant to the
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
Stipulation of Settlement, Qwest also agreed to pay, subject to certain contingencies, the amount (if any) by which the Plan’s recovery from the settlement of the consolidated securities action described below is less than $20 million. Deutsche Bank deposited $4.5 million in cash into a settlement fund to settle the claims against it in connection with the settlement. Qwest received certain insurance proceeds as a contribution by individual defendants to this settlement, which offset $10 million of Qwest’s $33 million payment. In January 2007, the district court issued an order approving the settlement and certifying a settlement class on behalf of current and former participants in and beneficiaries of the Plan who owned, bought, sold or held shares or units of the Qwest Shares Fund, U S WEST Shares Fund or Qwest common stock in their Plan accounts from March 7, 1999 until January 12, 2004.
The amount, if any, of the Plan’s recovery from the partial settlement of the consolidated securities action is uncertain and subject to certain contingencies. It is possible that the Plan’s recovery in the consolidated securities action will exceed $20 million. It is also possible that the Plan will not recover any amount in the event that partial settlement is not implemented as a result of the appeal described below.
An independent fiduciary was retained to act on behalf of the Plan with respect to the Plan’s participation in the settlement of the consolidated ERISA action. The independent fiduciary determined that the settlement was reasonable to the Plan and therefore did not object to the settlement. The specific amount the Plan will receive in the ERISA settlement is unknown and subject to certain contingencies.
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 settlements of these actions, which settlements are more fully described in Qwest’s public filings. For each matter, the respective independent fiduciary determined that it is in the best interests of the Plan to participate in the settlement.
In the Brody matter, in December 2005, the court approved the settlement of the class action. The Plan is awaiting notification of the amount and receipt of its allocation from the settlement proceeds.
In the In re Qwest Communications International Inc. Securities Litigation matter, the court issued an order in September 2006 approving the settlement and certifying a settlement class on behalf of purchasers of Qwest publicly traded securities between May 24, 1999 and July 28, 2002. If implemented, the settlement will resolve and release the individual claims of the class representatives and the claims of the settlement class they represent against Qwest and all defendants except Joseph Nacchio, Qwest’s former chief executive officer, and Robert Woodruff, Qwest’s former chief financial officer. Messrs. Nacchio and Woodruff have appealed that order to the United States Court of Appeals for the Tenth Circuit.
Qwest is also involved in various other legal matters that are more fully described in its public filings, including various securities actions alleging violations of federal securities laws. While Qwest continues to defend vigorously against these matters the matters described above and other legal matters relating to Qwest present
17
Table of Contents
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS-(Continued)
For the Years Ended December 31, 2006 and 2005
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.
18
Table of Contents
Qwest Savings & Investment Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2006
Schedule I
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | ||||||
*QWEST COMMUNICATIONS INTL INC | Common Stock (cost of $989,512,652) | 54,608,385 | $ | 457,072,182 | |||||
ADVANTA BUSINESS CARD MASTER | Corporate Debt Obligation | 5.3% 21 May 2012 | 440,000 | 441,375 | |||||
AIG SUNAMERICA GLOBAL FING X | Corporate Debt Obligation | 6.9% 15 Mar 2032 | 525,000 | 600,932 | |||||
ALLIED CAP CORP | Corporate Debt Obligation | 6% 01 Apr 2012 | 205,000 | 202,731 | |||||
ALLTEL CORP | Corporate Debt Obligation | 7% 15 Mar 2016 | 45,000 | 46,032 | |||||
AMERICAN EXPRESS CR ACCOUNT | Corporate Debt Obligation | 4.35% 15 Dec 2011 | 395,000 | 388,969 | |||||
AMERICAN GEN FIN CORP MTN | Corporate Debt Obligation | 4.875% 15 Jul 2012 | 280,000 | 273,177 | |||||
AMERICAN HOME PRODS CORP | Corporate Debt Obligation | 6.7% 15 Mar 2011 | 150,000 | 159,305 | |||||
AMERICAN INTL GROUP INC | Corporate Debt Obligation | 6.25% 01 May 2036 | 975,000 | 1,035,917 | |||||
AMERICAN INTL GROUP INC | Corporate Debt Obligation | 5.375% 18 Oct 2011 | 715,000 | 719,097 | |||||
AMVESCAP PLC | Corporate Debt Obligation | 5.9% 15 Jan 2007 | 495,000 | 495,047 | |||||
ANADARKO PETE CORP | Corporate Debt Obligation | 5.95% 15 Sep 2016 | 85,000 | 85,178 | |||||
ASSURANT INC | Corporate Debt Obligation | 6.75% 15 Feb 2034 | 160,000 | 171,909 | |||||
AT+T INC | Corporate Debt Obligation | 6.8% 15 May 2036 | 725,000 | 770,621 | |||||
AT+T WIRELESS SVCS INC | Corporate Debt Obligation | 7.875% 01 Mar 2011 | 275,000 | 299,961 | |||||
BAE SYS HLDGS INC | Corporate Debt Obligation | 5.2% 15 Aug 2015 | 205,000 | 195,271 | |||||
BALTIMORE GAS + ELEC CO | Corporate Debt Obligation | 5.9% 01 Oct 2016 | 180,000 | 180,801 | |||||
BANC AMER COML MTG INC | Corporate Debt Obligation | 5.35372% 10 Sep 2047 | 435,000 | 431,858 | |||||
BANK AMER CORP | Corporate Debt Obligation | 5.75% 15 Aug 2016 | 55,000 | 56,134 | |||||
BANK AMER NA CHARLOTTE NC | Corporate Debt Obligation | 6% 15 Oct 2036 | 245,000 | 252,244 | |||||
BANK OF NEW YORK | Corporate Debt Obligation | 5.41% 15 May 2009 | 205,000 | 203,358 | |||||
BANK ONE ISSUANCE TR | Corporate Debt Obligation | 3.94% 16 Apr 2012 | 870,000 | 846,604 | |||||
BANKAMERICA CORP | Corporate Debt Obligation | 7.125% 15 Oct 2011 | 70,000 | 75,336 | |||||
BARRICK GOLD FIN CO | Corporate Debt Obligation | 4.875% 15 Nov 2014 | 70,000 | 66,337 | |||||
BEAR STEARNS COML MTG SECS | Corporate Debt Obligation | 5.28663% 12 Oct 2042 | 805,000 | 801,886 | |||||
BELLSOUTH TELECOMM INC | Corporate Debt Obligation | 6.375% 01 Jun 2028 | 515,000 | 515,558 | |||||
BOARDWALK PIPELINES LLC | Corporate Debt Obligation | 5.875% 15 Nov 2016 | 235,000 | 232,650 | |||||
BOEING CAP CORP | Corporate Debt Obligation | 5.75% 15 Feb 2007 | 335,000 | 335,248 | |||||
BOSTON SCIENTIFIC CORP | Corporate Debt Obligation | 6.25% 15 Nov 2035 | 65,000 | 64,753 | |||||
CADBURY SCHWEPPES US FINANCE | Corporate Debt Obligation | 3.875% 01 Oct 2008 | 935,000 | 910,578 | |||||
CALIFORNIA INFRA + ECONOMIC | Corporate Debt Obligation | 6.42% 26 Dec 2009 | 117,306 | 118,046 | |||||
CAPITAL AUTO REC AST TR | Corporate Debt Obligation | 5.23% 15 Feb 2009 | 600,000 | 599,344 | |||||
CAPITAL AUTO RECEIVABLES ASSET | Corporate Debt Obligation | 5.03% 15 Oct 2009 | 850,000 | 847,476 | |||||
CAPITAL ONE FINL CORP | Corporate Debt Obligation | 5.7% 15 Sep 2011 | 135,000 | 137,001 | |||||
CAROLINA PWR + LT CO | Corporate Debt Obligation | 5.25% 15 Dec 2015 | 155,000 | 152,414 | |||||
CATERPILLAR FINL TR | Corporate Debt Obligation | 5.57% 25 May 2010 | 700,000 | 704,241 | |||||
CHASE ISSUANCE TR | Corporate Debt Obligation | 4.23% 15 Jan 2013 | 165,000 | 161,022 | |||||
CIT GROUP INC | Corporate Debt Obligation | 5.4% 07 Mar 2013 | 140,000 | 138,943 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 2.55% 20 Jan 2009 | 1,960,000 | 1,957,249 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 4.85% 10 Feb 2011 | 1,085,000 | 1,079,575 | |||||
CITIGROUP INC | Corporate Debt Obligation | 5.3% 07 Jan 2016 | 525,000 | 520,834 | |||||
CITIGROUP INC | Corporate Debt Obligation | 5.125% 14 Feb 2011 | 300,000 | 299,150 | |||||
CLEVELAND ELEC ILLUM CO | Corporate Debt Obligation | 5.65% 15 Dec 2013 | 95,000 | 94,684 | |||||
CLEVELAND ELEC ILLUM CO | Corporate Debt Obligation | 5.95% 15 Dec 2036 | 80,000 | 76,297 | |||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 7.125% 15 Jun 2013 | 580,000 | 625,066 | |||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.85% 15 Nov 2015 | 380,000 | 380,540 | |||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.875% 15 Feb 2018 | 240,000 | 237,421 | |||||
COMERICA BK DETROIT MICH | Corporate Debt Obligation | 5.75% 21 Nov 2016 | 255,000 | 254,723 | |||||
COMMERCE GROUP INC MASS | Corporate Debt Obligation | 5.95% 09 Dec 2013 | 210,000 | 208,827 | |||||
CONAGRA INC | Corporate Debt Obligation | 7.125% 01 Oct 2026 | 20,000 | 21,942 | |||||
CONOCO FDG CO | Corporate Debt Obligation | 7.25% 15 Oct 2031 | 270,000 | 318,306 | |||||
CONOCOPHILLIPS CDA FDG CO II | Corporate Debt Obligation | 5.95% 15 Oct 2036 | 585,000 | 593,140 | |||||
CONSOLIDATED NAT GAS CO | Corporate Debt Obligation | 6.625% 01 Dec 2013 | 225,000 | 237,792 | |||||
CONSOLIDATED NAT GAS CO | Corporate Debt Obligation | 5% 01 Dec 2014 | 160,000 | 153,848 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 6.3% 15 Nov 2030 | 254,278 | 257,754 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 5.1% 15 Aug 2038 | 440,000 | 431,559 | |||||
CRH AMER INC | Corporate Debt Obligation | 6% 30 Sep 2016 | 285,000 | 287,678 | |||||
CRH AMER INC | Corporate Debt Obligation | 6% 30 Sep 2016 | 85,000 | 85,799 | |||||
DAIMLER CHRYSLER AUTO TR | Corporate Debt Obligation | 5.1% 08 Oct 2008 | 580,368 | 579,915 | |||||
DAIMLERCHRYSLER AUTO TR | Corporate Debt Obligation | 4.98% 08 Nov 2011 | 685,000 | 682,966 | |||||
DAIMLERCHRYSLER AUTO TR | Corporate Debt Obligation | 4.94% 08 Feb 2012 | 400,000 | 397,853 | |||||
DETROIT EDISON CO | Corporate Debt Obligation | 5.7% 01 Oct 2037 | 80,000 | 77,021 | |||||
DETROIT EDISON CO | Corporate Debt Obligation | 6.625% 01 Jun 2036 | 35,000 | 38,182 | |||||
DIAGEO CAP PLC | Corporate Debt Obligation | 5.875% 30 Sep 2036 | 640,000 | 626,058 | |||||
DIAGEO FIN BV | Corporate Debt Obligation | 5.5% 01 Apr 2013 | 405,000 | 404,215 | |||||
DOMINION RES INC VA NEW | Corporate Debt Obligation | 1% 15 May 2008 | 145,000 | 145,210 | |||||
DUKE ENERGY CO | Corporate Debt Obligation | 3.75% 05 Mar 2008 | 210,000 | 206,089 | |||||
EMBARQ CORP | Corporate Debt Obligation | 7.082% 01 Jun 2016 | 230,000 | 234,145 | |||||
ENCANA HLDGS FIN CORP | Corporate Debt Obligation | 5.8% 01 May 2014 | 65,000 | 65,386 | |||||
ENERGY TRANSFER PARTNERS LP | Corporate Debt Obligation | 6.625% 15 Oct 2036 | 80,000 | 82,373 | |||||
ERP OPER LTD PARTNERSHIP | Corporate Debt Obligation | 7.57% 15 Aug 2026 | 30,000 | 34,718 | |||||
FEDERATED DEPT STORES INC DEL | Corporate Debt Obligation | 7% 15 Feb 2028 | 215,000 | 218,791 | |||||
FEDERATED RETAIL HLDGS INC | Corporate Debt Obligation | 5.9% 01 Dec 2016 | 250,000 | 249,611 | |||||
FMR CORP | Corporate Debt Obligation | 7.57% 15 Jun 2029 | 100,000 | 121,846 | |||||
FORD CR AUTO OWNER TR | Corporate Debt Obligation | 5.04% 15 Jan 2009 | 746,935 | 746,118 | |||||
FORD CREDIT AUTO OWNER TR | Corporate Debt Obligation | 5.28% 15 Oct 2010 | 960,000 | 960,900 | |||||
GE CAP CR CARD MASTER NT TR | Corporate Debt Obligation | 5.08% 17 Sep 2012 | 770,000 | 771,564 | |||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 4.125% 01 Sep 2009 | 280,000 | 272,999 | |||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 6.125% 22 Feb 2011 | 810,000 | 837,299 |
19
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 5.875% 15 Feb 2012 | 485,000 | 498,732 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 6% 15 Jun 2012 | 885,000 | 916,126 | ||||
GENERAL MLS INC | Corporate Debt Obligation | 5.125% 15 Feb 2007 | 645,000 | 644,545 | ||||
GENETECH INC | Corporate Debt Obligation | 4.75% 15 Jul 2015 | 760,000 | 727,573 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 6.45% 01 May 2036 | 220,000 | 228,891 | ||||
HARLEY DAVIDSON MOTORCYCLE TR | Corporate Debt Obligation | 4.3% 15 May 2010 | 142,433 | 141,928 | ||||
HARLEY DAVIDSON MOTORCYCLE TR | Corporate Debt Obligation | 5.06% 15 Jun 2010 | 397,145 | 396,276 | ||||
HOME DEPOT INC | Corporate Debt Obligation | 5.875% 16 Dec 2036 | 135,000 | 132,479 | ||||
HONDA AUTO RECEIVBLE OWNER TR | Corporate Debt Obligation | 4.8% 19 Oct 2009 | 525,000 | 522,896 | ||||
HONDA AUTO RECVBLS OWNER TR | Corporate Debt Obligation | 5.3% 21 Jul 2010 | 540,000 | 541,013 | ||||
HRPT PPTYS TR | Corporate Debt Obligation | 6.25% 15 Aug 2016 | 120,000 | 123,690 | ||||
HRPT PPTYS TR | Corporate Debt Obligation | 5.75% 01 Nov 2015 | 200,000 | 199,789 | ||||
HSBC CR CARD MASTER NT TR | Corporate Debt Obligation | 5.1% 15 Jun 2012 | 745,000 | 746,863 | ||||
HSBC HLDGS PLC | Corporate Debt Obligation | 6.5% 02 May 2036 | 210,000 | 225,912 | ||||
J P MORGAN CHASE COML MTG SEC | Corporate Debt Obligation | 4.625% 15 Mar 2046 | 500,000 | 491,311 | ||||
J P MORGAN CHASE COML MTG SECS | Corporate Debt Obligation | 5.261% 15 May 2047 | 470,000 | 462,279 | ||||
J P MORGAN MTG TR | Corporate Debt Obligation | 5.847466% 25 Jun 2036 | 375,000 | 383,486 | ||||
JEFFERIES GROUP INC NEW | Corporate Debt Obligation | 6.25% 15 Jan 2036 | 70,000 | 67,904 | ||||
JOY GLOBAL INC | Corporate Debt Obligation | 6.625% 15 Nov 2036 | 110,000 | 109,348 | ||||
JP MORGAN CHASE COML MTG | Corporate Debt Obligation | 4.893% 15 Aug 2042 | 710,000 | 696,638 | ||||
KAUPTHING BK HF MEDIUM TERM SR | Corporate Debt Obligation | 6.125% 04 Oct 2016 | 100,000 | 100,842 | ||||
KELLOGG CO | Corporate Debt Obligation | 6.6% 01 Apr 2011 | 425,000 | 445,698 | ||||
KRAFT FOODS INC | Corporate Debt Obligation | 6.25% 01 Jun 2012 | 85,000 | 88,298 | ||||
M + I MARSHALL + ILSLEY BK MIL | Corporate Debt Obligation | 4.5% 25 Aug 2008 | 245,000 | 242,155 | ||||
MARKEL CORP | Corporate Debt Obligation | 7.35% 15 Aug 2034 | 75,000 | 80,939 | ||||
MASCO CORP | Corporate Debt Obligation | 6.125% 03 Oct 2016 | 575,000 | 578,917 | ||||
MASSMUTUAL GLOBAL FGD II MTN | Corporate Debt Obligation | 2.55% 15 Jul 2008 | 170,000 | 162,921 | ||||
MAY DEPT STORES CO | Corporate Debt Obligation | 6.7% 15 Jul 2034 | 30,000 | 29,591 | ||||
MBNA AMER BK NATL ASSN MEDIUM | Corporate Debt Obligation | 5.375% 15 Jan 2008 | 325,000 | 324,555 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 2.75% 15 Oct 2010 | 335,000 | 324,243 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.2% 15 Sep 2010 | 1,955,000 | 1,930,258 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.2% 15 Sep 2010 | 210,000 | 207,342 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.1% 15 Oct 2012 | 575,000 | 558,818 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.3% 15 Feb 2011 | 265,000 | 261,526 | ||||
METLIFE INC | Corporate Debt Obligation | 6.125% 01 Dec 2011 | 145,000 | 149,894 | ||||
MIDAMERICAN FDG LLC | Corporate Debt Obligation | 6.927% 01 Mar 2029 | 1,120,000 | 1,243,281 | ||||
ML CFC COML MTG | Corporate Debt Obligation | 5.204% 12 Dec 2049 | 725,000 | 714,465 | ||||
MOHAWK INDS INC | Corporate Debt Obligation | 6.125% 15 Jan 2016 | 160,000 | 158,849 | ||||
MORGAN STANLEY | Corporate Debt Obligation | 5.75% 18 Oct 2016 | 380,000 | 385,576 | ||||
MORGAN STANLEY CAP I TR | Corporate Debt Obligation | 5.909294% 15 Oct 2042 | 555,000 | 568,667 | ||||
MORGAN STANLEY CAP I TR | Corporate Debt Obligation | 5.983% 12 Aug 2041 | 365,000 | 379,044 | ||||
NATIONWIDE BLDG SOC | Corporate Debt Obligation | 4.25% 01 Feb 2010 | 305,000 | 295,487 | ||||
NEW YORK MTG TR | Corporate Debt Obligation | 5.665294% 25 May 2036 | 710,000 | 714,527 | ||||
NEW YORK NY | Corporate Debt Obligation | 7.55% 15 Nov 2020 | 615,000 | 632,866 | ||||
NEXTEL COMMUNICATIONS INC | Corporate Debt Obligation | 6.875% 31 Oct 2013 | 385,000 | 388,977 | ||||
NISSAN AUTO LEASE TR | Corporate Debt Obligation | 5.11% 15 Mar 2010 | 685,000 | 683,935 | ||||
NISSAN AUTO LEASE TR | Corporate Debt Obligation | 5.1% 16 Jul 2012 | 393,411 | 393,350 | ||||
ONCOR ELEC DELIVERY CO | Corporate Debt Obligation | 6.375% 01 May 2012 | 270,000 | 277,939 | ||||
ONTARIO PROV CDA | Corporate Debt Obligation | 5% 18 Oct 2011 | 230,000 | 229,654 | ||||
OWENS CORNING REORG INC | Corporate Debt Obligation | 7% 01 Dec 2036 | 55,000 | 55,539 | ||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 6.13% 01 Mar 2009 | 970,000 | 978,151 | ||||
PEMEX PROJ FDG MASTER TR | Corporate Debt Obligation | 6.625% 15 Jun 2035 | 35,000 | 35,805 | ||||
PG+E ENERGY RECOVERY FDG LLC | Corporate Debt Obligation | 4.85% 25 Jun 2011 | 785,853 | 782,286 | ||||
PHOENIX LIFE INS CO | Corporate Debt Obligation | 7.15% 15 Dec 2034 | 215,000 | 227,421 | ||||
PITNEY BROWES INC GLOBAL | Corporate Debt Obligation | 5.25% 15 Jan 2037 | 925,000 | 911,540 | ||||
PNC FDG CORP | Corporate Debt Obligation | 4.2% 10 Mar 2008 | 360,000 | 353,259 | ||||
POPULAR NORTH AMER INC | Corporate Debt Obligation | 5.65% 15 Apr 2009 | 210,000 | 210,495 | ||||
PROCTER + GAMBLE CO | Corporate Debt Obligation | 8% 01 Sep 2024 | 225,000 | 286,095 | ||||
PROGRESS ENERGY | Corporate Debt Obligation | 6.85% 15 Apr 2012 | 140,000 | 148,843 | ||||
PSI ENERGY INC | Corporate Debt Obligation | 6.12% 15 Oct 2035 | 115,000 | 115,531 | ||||
REALOGY CORP | Corporate Debt Obligation | 6.5% 15 Oct 2016 | 85,000 | 87,028 | ||||
REGIONS FINL CORP NEW | Corporate Debt Obligation | 4.5% 08 Aug 2008 | 255,000 | 251,793 | ||||
RESIDENTIAL CAP CORP | Corporate Debt Obligation | 6.5% 17 Apr 2013 | 70,000 | 70,940 | ||||
RUSSELL FRANK CO | Corporate Debt Obligation | 5.625% 15 Jan 2009 | 1,000,000 | 1,008,251 | ||||
SABMILLER PLC | Corporate Debt Obligation | 6.2% 01 Jul 2011 | 55,000 | 56,294 | ||||
SAFEWAY INC | Corporate Debt Obligation | 4.95% 16 Aug 2010 | 60,000 | 58,867 | ||||
SBC COMMUNICATIONS INC | Corporate Debt Obligation | 6.15% 15 Sep 2034 | 230,000 | 226,220 | ||||
SIEMENS FINANCIERINGMAATSCHAPP | Corporate Debt Obligation | 5.75% 17 Oct 2016 | 230,000 | 233,103 | ||||
SIEMENS FINANCIERINGSMAATSCHAP | Corporate Debt Obligation | 6.125% 17 Aug 2026 | 610,000 | 623,279 | ||||
SIMON PPTY GROUP INC NEW | Corporate Debt Obligation | 3.75% 30 Jan 2009 | 95,000 | 92,268 | ||||
SLM CORP | Corporate Debt Obligation | 5.4% 25 Oct 2011 | 135,000 | 135,123 | ||||
SOUTHERN UN CO NEW | Corporate Debt Obligation | 7.6% 01 Feb 2024 | 75,000 | 77,802 | ||||
SOVEREIGN BANCORP INC | Corporate Debt Obligation | 4.8% 01 Sep 2010 | 240,000 | 234,844 | ||||
SPRINT CAP CORP | Corporate Debt Obligation | 6.9% 01 May 2019 | 95,000 | 97,948 | ||||
ST PAUL TRAVEL COS INC | Corporate Debt Obligation | 6.75% 20 Jun 2036 | 70,000 | 77,373 | ||||
TENNESSEE VALLEY AUTH | Corporate Debt Obligation | 5.375% 01 Apr 2056 | 235,000 | 239,091 | ||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 4.125% 15 Nov 2007 | 250,000 | 247,290 | ||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 3.875% 22 Jan 2008 | 1,590,000 | 1,563,587 | ||||
TIME WARNER INC | Corporate Debt Obligation | 6.625% 15 May 2029 | 200,000 | 202,550 | ||||
TIME WARNER INC NEW | Corporate Debt Obligation | 6.5% 15 Nov 2036 | 80,000 | 79,626 | ||||
TIME WARNER INC NEW | Corporate Debt Obligation | 5.875% 15 Nov 2016 | 115,000 | 114,710 | ||||
TOYOTA MTR CR CORP | Corporate Debt Obligation | 5.45% 18 May 2011 | 455,000 | 461,257 | ||||
TRANSALTA CORP | Corporate Debt Obligation | 5.75% 15 Dec 2013 | 210,000 | 209,303 | ||||
TRICON GLOBAL RESTAURANTS INC | Corporate Debt Obligation | 8.875% 15 Apr 2011 | 425,000 | 476,753 | ||||
TXU ELEC DELIVERY TRANSITION | Corporate Debt Obligation | 3.52% 15 Nov 2011 | 772,314 | 754,318 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
TYCO INTL GROUP S A | Corporate Debt Obligation | 6.875% 15 Jan 2029 | 25,000 | 28,420 | ||||
U S BK NATL ASSN CINCINNATI OH | Corporate Debt Obligation | 4.125% 17 Mar 2008 | 1,125,000 | 1,106,915 | ||||
UNION ELEC CO | Corporate Debt Obligation | 5.25% 01 Sep 2012 | 165,000 | 160,633 | ||||
VERIZON NEW ENG INC | Corporate Debt Obligation | 6.5% 15 Sep 2011 | 125,000 | 128,517 | ||||
VERIZON NEW YORK INC | Corporate Debt Obligation | 7.375% 01 Apr 2032 | 110,000 | 113,576 | ||||
VIACOM INC | Corporate Debt Obligation | 6.25% 30 Apr 2016 | 80,000 | 79,446 | ||||
VOLKSWAGEN AUTO LEASE TR | Corporate Debt Obligation | 5.54% 20 Apr 2011 | 405,000 | 408,227 | ||||
WACHOVIA CORP NEW | Corporate Debt Obligation | 5.625% 15 Oct 2016 | 520,000 | 524,516 | ||||
WAL MART STORES INC | Corporate Debt Obligation | 4.55% 01 May 2013 | 345,000 | 332,539 | ||||
WAL MART STORES INC | Corporate Debt Obligation | 5.25% 01 Sep 2035 | 75,000 | 68,872 | ||||
WASHINGTON MUT BK FA CHATSWORT | Corporate Debt Obligation | 5.65% 15 Aug 2014 | 105,000 | 105,145 | ||||
WASHINGTON REAL ESTATE INVT TR | Corporate Debt Obligation | 5.35% 01 May 2015 | 170,000 | 166,479 | ||||
WELLS FARGO + CO | Corporate Debt Obligation | 4.125% 10 Mar 2008 | 385,000 | 379,970 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 5% 15 Nov 2014 | 110,000 | 106,841 | ||||
WELLS FARGO BK NATL ASSN | Corporate Debt Obligation | 4.75% 09 Feb 2015 | 500,000 | 478,703 | ||||
WPP FDG LLC | Corporate Debt Obligation | 4.46% 27 Dec 2010 | 740,000 | 727,513 | ||||
WYNDHAM WORLDWIDE CORP | Corporate Debt Obligation | 6% 01 Dec 2016 | 60,000 | 58,601 | ||||
FANNIE MAE | Federal Agency Obligation | 5% 25 Dec 2025 | 395,000 | 391,777 | ||||
FED HM LN PC POOL 1J1262 | Federal Agency Obligation | 5.883% 01 Jan 2036 | 599,039 | 602,374 | ||||
FED HM LN PC POOL 847498 | Federal Agency Obligation | 4.52% 01 Jun 2034 | 403,433 | 397,312 | ||||
FED HM LN PC POOL 847604 | Federal Agency Obligation | 4.789% 01 Nov 2035 | 849,607 | 825,286 | ||||
FED HM LN PC POOL A15374 | Federal Agency Obligation | 6.5% 01 Nov 2033 | 13,306 | 13,581 | ||||
FED HM LN PC POOL A46279 | Federal Agency Obligation | 5% 01 Jul 2035 | 2,145,446 | 2,070,821 | ||||
FED HM LN PC POOL B17430 | Federal Agency Obligation | 4.5% 01 Dec 2019 | 757,144 | 730,534 | ||||
FED HM LN PC POOL C01385 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 75,516 | 77,213 | ||||
FED HM LN PC POOL C01416 | Federal Agency Obligation | 7% 01 Sep 2032 | 443,053 | 455,474 | ||||
FED HM LN PC POOL C01437 | Federal Agency Obligation | 7% 01 Oct 2032 | 433,444 | 445,596 | ||||
FED HM LN PC POOL C66878 | Federal Agency Obligation | 6.5% 01 May 2032 | 197,880 | 202,326 | ||||
FED HM LN PC POOL C79394 | Federal Agency Obligation | 5.5% 01 Apr 2033 | 725,889 | 718,946 | ||||
FED HM LN PC POOL G01443 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 170,782 | 174,619 | ||||
FED HM LN PC POOL G01705 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 1,668,794 | 1,654,898 | ||||
FED HM LN PC POOL G01737 | Federal Agency Obligation | 5% 01 Dec 2034 | 2,136,826 | 2,063,981 | ||||
FED HM LN PC POOL G01813 | Federal Agency Obligation | 5% 01 Apr 2035 | 675,684 | 652,650 | ||||
FED HM LN PC POOL G01839 | Federal Agency Obligation | 5% 01 Jun 2035 | 1,065,522 | 1,029,199 | ||||
FED HM LN PC POOL G01894 | Federal Agency Obligation | 5% 01 Jul 2035 | 665,142 | 642,467 | ||||
FED HM LN PC POOL G02033 | Federal Agency Obligation | 7% 25 Jan 2035 | 1,381,973 | 1,428,507 | ||||
FED HM LN PC POOL G08062 | Federal Agency Obligation | 5% 01 Jun 2035 | 660,840 | 637,854 | ||||
FED HM LN PC POOL G11606 | Federal Agency Obligation | 4.5% 01 May 2018 | 478,241 | 462,351 | ||||
FED HM LN PC POOL G11690 | Federal Agency Obligation | 4% 01 Feb 2020 | 537,973 | 506,358 | ||||
FED HM LN PC POOL G11742 | Federal Agency Obligation | 5% 01 Jul 2020 | 521,893 | 513,320 | ||||
FED HM LN PC POOL G11817 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 266,723 | 267,681 | ||||
FED HM LN PC POOL G12021 | Federal Agency Obligation | 4% 01 May 2014 | 1,062,427 | 1,017,491 | ||||
FED HM LN PC POOL G12022 | Federal Agency Obligation | 0.99% 01 Apr 2014 | 318,965 | 310,063 | ||||
FED HM LN PC POOL G12024 | Federal Agency Obligation | 4.5% 01 Aug 2018 | 2,422,565 | 2,340,470 | ||||
FED HM LN PC POOL G12033 | Federal Agency Obligation | 4.5% 01 Dec 2019 | 1,682,738 | 1,623,596 | ||||
FED HM LN PC POOL G12034 | Federal Agency Obligation | 4% 01 May 2021 | 233,563 | 219,838 | ||||
FED HM LN PC POOL G12080 | Federal Agency Obligation | 4.5% 01 Dec 2034 | 980,006 | 946,795 | ||||
FED HM LN PC POOL G12382 | Federal Agency Obligation | 5% 01 May 2021 | 981,542 | 964,385 | ||||
FED HM LN PC POOL G18033 | Federal Agency Obligation | 5% 01 Jan 2020 | 645,091 | 634,496 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 0.01% 05 Oct 2007 | 1,350,000 | 1,296,987 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 4% 10 Mar 2008 | 2,205,000 | 2,175,363 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 5% 29 Feb 2008 | 745,000 | 743,147 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 4.125% 12 Sep 2008 | 420,000 | 414,480 | ||||
FEDERAL HOME LN BKS | Federal Agency Obligation | 5.125% 18 Jun 2008 | 2,380,000 | 2,380,828 | ||||
FEDERAL HOME LN MT CORP | Federal Agency Obligation | 5% 15 Apr 2027 | 308,544 | 306,084 | ||||
FEDERAL HOME LN MTG | Federal Agency Obligation | 5% 15 Mar 2029 | 590,000 | 579,013 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.55% 11 Dec 2008 | 1,190,000 | 1,189,244 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 7.12% 25 Jun 2028 | 7,034 | 7,021 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Oct 2023 | 260,000 | 258,710 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Sep 2024 | 150,000 | 149,236 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Sep 2025 | 625,000 | 631,143 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Dec 2026 | 420,000 | 424,494 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.651% 25 Apr 2016 | 315,195 | 319,230 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Mar 2027 | 225,000 | 227,257 | ||||
FEDERAL HOME LOAN MORTGAGE | Federal Agency Obligation | 5.125% 24 Oct 2007 | 3,450,000 | 3,446,574 | ||||
FEDERAL HOME LOAN MTG CO | Federal Agency Obligation | 6% 15 Apr 2027 | 408,196 | 411,892 | ||||
FEDERAL NATIONAL MTGE ASSOC | Federal Agency Obligation | 6% 25 Feb 2027 | 510,000 | 513,959 | ||||
FEDERAL NATL MORTG ASSOC | Federal Agency Obligation | 6% 25 Feb 2028 | 335,000 | 338,317 | ||||
FEDERAL NATL MORTG ASSOC | Federal Agency Obligation | 6% 25 Mar 2023 | 286,723 | 287,950 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 0% 22 Jan 2008 | 2,185,000 | 2,067,897 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.503% 25 Sep 2011 | 535,000 | 545,797 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.625% 15 Dec 2009 | 545,000 | 540,013 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 4.2% 08 Jun 2009 | 400,000 | 392,793 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 4.75% 01 Feb 2008 | 575,000 | 572,038 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 7.25% 15 Jan 2010 | 1,750,000 | 1,861,815 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 15 Sep 2008 | 305,000 | 304,661 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 25 Aug 2034 | 235,000 | 232,184 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 25 May 2035 | 360,000 | 353,024 | ||||
FEDERAL NATL MTG ASSN DEB STRP | Federal Agency Obligation | 0% 15 May 2008 | 1,245,000 | 1,160,733 | ||||
FEDERAL NATL MTG ASSN GTD | Federal Agency Obligation | 3.48% 25 Oct 2011 | 365,000 | 348,659 | ||||
FEDERAL NATL MTG ASSN GTD REMI | Federal Agency Obligation | 5% 25 Feb 2025 | 290,000 | 288,008 | ||||
FNANB CR CARD MASTER TR | Federal Agency Obligation | 1% 17 Jul 2011 | 120,000 | 120,193 | ||||
FNMA POOL 253635 | Federal Agency Obligation | 7% 01 Feb 2016 | 38,094 | 39,174 | ||||
FNMA POOL 253643 | Federal Agency Obligation | 7.5% 01 Feb 2031 | 46,155 | 48,061 | ||||
FNMA POOL 254261 | Federal Agency Obligation | 6.5% 01 Apr 2017 | 117,117 | 119,950 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
FNMA POOL 254681 | Federal Agency Obligation | 4.5% 01 Mar 2013 | 814,259 | 798,102 | ||||
FNMA POOL 254918 | Federal Agency Obligation | 4.5% 01 Sep 2033 | 712,726 | 669,613 | ||||
FNMA POOL 255492 | Federal Agency Obligation | 4% 01 Oct 2014 | 528,949 | 509,639 | ||||
FNMA POOL 512673 | Federal Agency Obligation | 7.5% 01 Sep 2029 | 11,136 | 11,623 | ||||
FNMA POOL 535996 | Federal Agency Obligation | 7.5% 01 Jun 2031 | 145,066 | 151,057 | ||||
FNMA POOL 545759 | Federal Agency Obligation | 6.5% 01 Jul 2032 | 1,103,734 | 1,129,033 | ||||
FNMA POOL 545817 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 1,022,760 | 1,046,202 | ||||
FNMA POOL 545996 | Federal Agency Obligation | 7% 01 Aug 2032 | 531,593 | 547,020 | ||||
FNMA POOL 555515 | Federal Agency Obligation | 6.5% 01 Dec 2017 | 16,995 | 17,411 | ||||
FNMA POOL 555851 | Federal Agency Obligation | 6.5% 01 Oct 2033 | 989,632 | 1,013,142 | ||||
FNMA POOL 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 1,857,444 | 1,838,510 | ||||
FNMA POOL 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 1,123,702 | 1,112,248 | ||||
FNMA POOL 609781 | Federal Agency Obligation | 6.5% 01 Sep 2016 | 492,533 | 501,140 | ||||
FNMA POOL 634503 | Federal Agency Obligation | 6.5% 01 Mar 2017 | 58,569 | 59,985 | ||||
FNMA POOL 655114 | Federal Agency Obligation | 7.5% 01 Aug 2032 | 7,198 | 7,482 | ||||
FNMA POOL 670385 | Federal Agency Obligation | 6.5% 01 Sep 2032 | 654,725 | 670,279 | ||||
FNMA POOL 687082 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 270,188 | 271,293 | ||||
FNMA POOL 725424 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 799,935 | 791,780 | ||||
FNMA POOL 725484 | Federal Agency Obligation | 7% 01 May 2034 | 865,651 | 890,772 | ||||
FNMA POOL 735059 | Federal Agency Obligation | 4% 01 Oct 2019 | 3,727,916 | 3,516,764 | ||||
FNMA POOL 735871 | Federal Agency Obligation | 5.5% 01 Jul 2035 | 1,188,390 | 1,175,649 | ||||
FNMA POOL 740228 | Federal Agency Obligation | 5.5% 01 Sep 2033 | 1,513,614 | 1,498,185 | ||||
FNMA POOL 745081 | Federal Agency Obligation | 1% 01 Jun 2034 | 1,790,177 | 1,730,808 | ||||
FNMA POOL 745145 | Federal Agency Obligation | 4.5% 01 Dec 2020 | 624,007 | 603,239 | ||||
FNMA POOL 745569 | Federal Agency Obligation | 4% 01 Nov 2013 | 1,029,565 | 995,948 | ||||
FNMA POOL 745570 | Federal Agency Obligation | 4.5% 01 Oct 2013 | 747,172 | 732,089 | ||||
FNMA POOL 745571 | Federal Agency Obligation | 4% 01 Jan 2019 | 3,667,588 | 3,464,438 | ||||
FNMA POOL 745852 | Federal Agency Obligation | 6.5% 01 Dec 2033 | 314,426 | 322,544 | ||||
FNMA POOL 758938 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 248,575 | 246,041 | ||||
FNMA POOL 759230 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 1,330,093 | 1,316,534 | ||||
FNMA POOL 776486 | Federal Agency Obligation | 1% 01 Mar 2034 | 260,394 | 257,149 | ||||
FNMA POOL 776974 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 483,779 | 478,593 | ||||
FNMA POOL 844809 | Federal Agency Obligation | 5% 01 Nov 2035 | 1,516,878 | 1,464,913 | ||||
FNMA POOL 865213 | Federal Agency Obligation | 7% 01 Nov 2029 | 298,389 | 308,033 | ||||
FNMA POOL 881959 | Federal Agency Obligation | 5.667% 01 Feb 2036 | 792,480 | 796,251 | ||||
FNMA POOL 896032 | Federal Agency Obligation | 6% 01 Aug 2036 | 1,760,445 | 1,772,365 | ||||
FNMA POOL 901506 | Federal Agency Obligation | 1% 01 Nov 2036 | 519,472 | 523,883 | ||||
GNMA II POOL 003151 | Federal Agency Obligation | 7% 20 Oct 2031 | 101,656 | 104,644 | ||||
GNMA II POOL 003229 | Federal Agency Obligation | 7% 20 Apr 2032 | 42,753 | 44,004 | ||||
GNMA II POOL 003240 | Federal Agency Obligation | 7% 20 May 2032 | 39,778 | 40,942 | ||||
GNMA II POOL 003624 | Federal Agency Obligation | 5.5% 20 Oct 2034 | 1,822,183 | 1,809,999 | ||||
GNMA II POOL 003774 | Federal Agency Obligation | 5.5% 20 Oct 2035 | 587,706 | 583,552 | ||||
GNMA POOL 592128 | Federal Agency Obligation | 7% 15 Nov 2032 | 13,255 | 13,696 | ||||
GNMA POOL 596796 | Federal Agency Obligation | 7% 15 Dec 2032 | 30,291 | 31,300 | ||||
AFRICAN DEV BK | Foreign Corporate Debt Obligation | 6.875% 15 Oct 2015 | 200,000 | 220,268 | ||||
DEUTSCHE MTG + ASSET RECEIVING | Foreign Corporate Debt Obligation | 6.861% 15 Jun 2031 | 300,000 | 303,873 | ||||
EKSPORTFINANS AS A | Foreign Corporate Debt Obligation | 5.125% 26 Oct 2011 | 415,000 | 415,511 | ||||
HBOS TREAS SVCS PLC COVRD BD | Foreign Corporate Debt Obligation | 5% 21 Nov 2011 | 480,000 | 477,394 | ||||
LANDESKREDITBANK BADEN | Foreign Corporate Debt Obligation | 4.875% 13 Jan 2012 | 245,000 | 242,752 | ||||
LANDWIRTSCHAFTLICHE RENTENBANK | Foreign Corporate Debt Obligation | 5.16% 27 Feb 2009 | 545,000 | 543,413 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 6% 30 Sep 2034 | 230,000 | 208,602 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 4.95% 30 Sep 2014 | 280,000 | 259,404 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 7.2% 18 Jul 2036 | 115,000 | 120,143 | ||||
FINANCEMENT QUE | Foreign Government Obligation | 5% 25 Oct 2012 | 485,000 | 478,629 | ||||
ITALY REP | Foreign Government Obligation | 6% 22 Feb 2011 | 95,000 | 98,049 | ||||
QUEBEC PROV CDA | Foreign Government Obligation | 7.125% 09 Feb 2024 | 85,000 | 100,962 | ||||
QUEBEC PROV CDA | Foreign Government Obligation | 5.125% 14 Nov 2016 | 135,000 | 134,135 | ||||
UFJ FIN ARUBA A E C | Foreign Government Obligation | 6.75% 15 Jul 2013 | 270,000 | 288,136 | ||||
UNITED MEXICAN STS | Foreign Government Obligation | 6.75% 27 Sep 2034 | 180,000 | 194,400 | ||||
BANK OF AMERICA | Guaranteed Investment Contract | 5.35% 01 Aug 2020 | 134,475,143 | 133,318,837 | ||||
JPMORGAN CHASE | Guaranteed Investment Contract | 4.81% 31 Dec 2050 | 134,443,093 | 133,284,926 | ||||
MONUMENTAL LIFE | Guaranteed Investment Contract | 6.63% 01 Jan 2025 | 161,272,916 | 160,178,372 | ||||
PACIFIC LIFE INS | Guaranteed Investment Contract | 5.52% 31 Dec 2050 | 115,341,977 | 115,100,474 | ||||
*STATE STREET BANK + TRUST | Guaranteed Investment Contract | 4.93% 31 Dec 2099 | 101,576,023 | 100,542,833 | ||||
UBS AG | Guaranteed Investment Contract | 5.48% 01 Jul 2020 | 101,637,527 | 100,606,598 | ||||
*PARTICIPANTS LOANS | Loans with interest rates (ranging from 5% to 10.75%) | 93,689,102 | 93,689,102 | |||||
BGI ACTIVE INL EQUITY FUND | Commingled Fund | 6,448,468 | 141,995,265 | |||||
BGI EQUITY INDEX FD F | Pooled Common Stock | 46,835,757 | 970,436,880 | |||||
CAPITAL GUARDIAN INTERNATIONAL | Pooled International Common Stock | 4,848,935 | 79,716,490 | |||||
PIMCO TOTAL RETURN FD | Mutual Fund | 10,787,750 | 111,976,842 | |||||
UBS GLOBAL (EX US) EQUITY | Pooled International Common Stock | 167,923 | 100,706,401 | |||||
*MELLON TRUST | Pooled Temporary Investment | 11,065 | 9,065 | |||||
*STATE STREET BANK + TRUST CO | Pooled Temporary Investment | 13,168,496 | 23,028,243 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.625% 31 Oct 2011 | 1,180,000 | 1,175,713 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.75% 15 Aug 2020 | 7,130,000 | 9,857,225 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 Aug 2023 | 550,000 | 633,059 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.875% 15 Feb 2019 | 1,010,000 | 1,381,017 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.125% 15 Aug 2019 | 365,000 | 476,867 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 8.75% 15 Aug 2020 | 1,465,000 | 2,025,363 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 7.875% 15 Feb 2021 | 965,000 | 1,256,687 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.25% 15 Aug 2023 | 615,000 | 707,875 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.625% 15 Feb 2027 | 345,000 | 420,469 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.375% 15 Aug 2027 | 490,000 | 583,062 | ||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 5.5% 15 Aug 2028 | 365,000 | 394,314 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | ||||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 6.125% 15 Aug 2029 | 45,000 | 52,594 | |||||
UNITED STATES TREAS BDS | U S Treasury Obligation | 4.5% 15 Feb 2036 | 1,110,000 | 1,055,541 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.625% 31 Mar 2008 | 1,885,000 | 1,876,974 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.875% 30 Apr 2008 | 2,105,000 | 2,103,026 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5% 31 Jul 2008 | 11,340,000 | 11,358,609 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.25% 15 Nov 2013 | 700,000 | 681,516 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.25% 15 Aug 2015 | 85,000 | 82,251 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.375% 31 Jan 2008 | 335,000 | 332,788 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 5% 31 Jul 2008 | 480,000 | 480,788 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.875% 15 Aug 2009 | 120,000 | 120,361 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.5% 30 Sep 2011 | 135,000 | 133,813 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.875% 31 Oct 2008 | 190,000 | 190,089 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.625% 15 Nov 2009 | 425,000 | 423,672 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.625% 15 Nov 2016 | 1,205,000 | 1,197,093 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.625% 30 Nov 2008 | 135,000 | 134,510 | |||||
UNITED STATES TREAS NTS | U S Treasury Obligation | 4.5% 30 Nov 2011 | 135,000 | 133,798 | |||||
Self-Directed Personal Choice Retirement Account: | |||||||||
GOVERNMENT SECURITIES | U. S. Government Obligations | 463,078 | |||||||
OTHER MARKETABLE SECURITIES | Various | 172,537,654 | |||||||
Total Investments not including the Plan’s Investment in the Master Trust | $ | 3,091,166,649 | |||||||
* | 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 25, 2007 | /s/ Patrick J. Halbach | |||||
Date | Patrick J. Halbach | |||||
Authorized Representative |
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