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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, 2007
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) | ||
3 | ||
4 | ||
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 | 5 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 | 6 | |
7-14 | ||
SUPPLEMENTAL SCHEDULE | ||
Schedule I: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2007 | 15-20 | |
21 | ||
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”). As permitted by Item 4 of Form 11-K, the Plan has prepared the accompanying financial statements and schedule in accordance with the financial reporting requirements of ERISA.
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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, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. 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, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 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, 2007, 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 25, 2008
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in thousands)
December 31, | |||||||
2007 | 2006 | ||||||
ASSETS | |||||||
Investments, at fair value | $ | 3,571,453 | $ | 3,532,250 | |||
Receivables: | |||||||
Dividends, interest and other | 2,922 | 2,427 | |||||
Securities sold | 3,765 | 243 | |||||
Total receivables | 6,687 | 2,670 | |||||
Total assets | 3,578,140 | 3,534,920 | |||||
LIABILITIES | |||||||
Accrued expenses | 1,480 | 1,493 | |||||
Payables for securities purchased | 10,644 | 199 | |||||
Total liabilities | 12,124 | 1,692 | |||||
Net assets available for benefits, at fair value | 3,566,016 | 3,533,228 | |||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (8,709 | ) | 5,715 | ||||
Net assets available for benefits | $ | 3,557,307 | $ | 3,538,943 | |||
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, 2007
(Dollars in thousands)
Additions: | ||||
Additions to net assets attributed to: | ||||
Investment income | ||||
Net appreciation in fair value of investments | $ | 42,256 | ||
Interest | 57,732 | |||
Dividends | 6,917 | |||
Plan’s share of the income, expenses, and net appreciation in fair value of investments of the Qwest DB/DC Master Trust | 8,255 | |||
115,160 | ||||
Less investment expenses | (3,111 | ) | ||
112,049 | ||||
Contributions: | ||||
Participants’ | 172,151 | |||
Employer’s | 67,416 | |||
239,567 | ||||
Proceeds from legal settlements | 56,249 | |||
Total additions | 407,865 | |||
Deductions: | ||||
Deductions from net assets attributed to: | ||||
Benefits paid to participants | 385,692 | |||
Administrative expenses | 3,405 | |||
Transfers, net and other | 404 | |||
Total deductions | 389,501 | |||
Net increase | 18,364 | |||
Net assets available for benefits: | ||||
Beginning of year | 3,538,943 | |||
End of year | $ | 3,557,307 | ||
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, 2007 and 2006
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
The Plan was amended and restated effective January 1, 2008 in the following respects:
• | Management participants may elect Roth 401(k) contributions; |
• | The percentage of compensation eligible for deferral increased from 25% to 50%; and |
• | The definition of compensation was revised to reflect that contract ratification bonuses are not considered eligible compensation used to calculate benefits. |
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 not 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 processes, 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. During 2006 and 2007, management and occupational employees could designate up to 25% of their eligible compensation as contributions to the Plan.
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 $15,500 and $15,000 for the years ended December 31, 2007 and 2006, 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.
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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 for the years ended December 31, 2007 and 2006.
Investment Advice
Participants have access to investment advice for directing their Plan investments through CitiStreet Advisors LLC.
Investment Options
Participants in the Plan may choose to invest their Plan accounts in a number of investment options. Below is a brief description of each of the investment options available as of December 31, 2007. These descriptions are not, and are not intended to be, complete descriptions of each investment option’s risk and investment objective and strategy. Participants have access to 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. |
• | 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 sought 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. This investment option was discontinued on December 31, 2007. |
• | Moderate Asset Allocation Fund – This fund provided 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. This investment option was discontinued on December 31, 2007. |
• | Aggressive Asset Allocation Fund – This fund focused 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. This investment option was discontinued on December 31, 2007. |
• | 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. |
Schedule I lists Plan assets held under these investment options as of December 31, 2007.
Loans
The Plan allows participants to borrow from their Plan accounts as provided in the Plan document. 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.
Trust and Recordkeeping Services
State Street Corporation is the Trustee for the Plan. CitiStreet LLC is the Recordkeeper for the Plan.
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Tax Status
The Internal Revenue Service 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, 2007.
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.
Aggregate annual contributions under the Plan and all other defined contribution plans sponsored by the Company are limited to the lesser of the contribution limits as defined in the Plan, or the annual contributions limit pursuant to Section 415(c)(1)(A) of the Code of $45,000 and $44,000 for the years ended December 31, 2007 and 2006, respectively. Annual contributions are defined as participant’s contributions and the Company’s matching contributions.
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.
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 Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which is effective for the Plan beginning January 1, 2008 and provides a definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements for future transactions. Plan management does not expect the adoption of this pronouncement to have a material impact on the Plan’s net assets available for benefits or the Plan’s changes in net assets available for benefits.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which is effective for the Plan beginning January 1, 2009 and is intended to improve financial reporting through enhanced disclosures about derivative instruments and hedging activities. Plan management does not expect the adoption of this pronouncement to have a material impact on the Plan’s financial statements.
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Investment Valuation and Income Recognition
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.
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, 2007 and 2006; 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, 2007 and 2006. 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, 2007 and 2006 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 the fair value of the underlying investments under the contract and adjusted to contract value through an additional line item on the statements of net assets available for benefits showing an adjustment for fully benefit-responsive investment contracts from fair value to contract value, 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 $740 million and $743 million as of December 31, 2007 and 2006, respectively. This compares to contract values of $731 million and $749 million as of December 31, 2007 and 2006, 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, 2007 and 2006, the average crediting interest rates on these contracts were 4.94% and 5.08%, respectively. For the years ended December 31, 2007 and 2006, the average annual yield earned on these contracts was 5.03% and 4.90%, 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, which 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.
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Note 3: Investments
The following table presents investments that represent 5% or more of the Plan’s net assets:
December 31, 2007 | December 31, 2006 | |||||
(Dollars and shares in thousands) | ||||||
Barclays Global Investors Equity Index Fund, 44,474 and 46,836 shares, respectively | $ | 973,089 | $ | 970,437 | ||
Qwest Communications International Inc., 47,682 and 54,608 shares of common stock, respectively | 334,254 | 457,072 | ||||
Barclays Global Investors Active International Equity Fund, 10,460 shares | 251,660 | ** |
** | 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, 2007 | ||||
(Dollars in thousands) | ||||
Qwest Common Stock | $ | (62,522 | ) | |
Other Marketable Securities * | 9,626 | |||
PCRA | 13,551 | |||
Commingled Funds ** | 81,601 | |||
Net appreciation in fair value of investments | $ | 42,256 | ||
* | 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:
December 31, 2007 | December 31, 2006 | |||||||
(Dollars in thousands) | ||||||||
Investments, at fair value: | ||||||||
Common collective trusts | $ | 6,680 | $ | 6,889 | ||||
Corporate stock | 430,593 | 436,503 | ||||||
Interest-bearing cash | 7,787 | 3,220 | ||||||
Other investments | 130 | 217 | ||||||
Total investments, at fair value | 445,190 | 446,829 | ||||||
Interest and dividends receivable | 719 | 748 | ||||||
Net pending security trades payable | (162 | ) | (5,777 | ) | ||||
Administrative and investment expenses payable | (447 | ) | (717 | ) | ||||
Net assets of the MT | $ | 445,300 | $ | 441,083 | ||||
At the end of 2006 and throughout 2007, the Plan owned 100% of the interest in the net assets of the MT. During 2006, 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.
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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, 2007 | ||||
(Dollars in thousands) | ||||
Investment income: | ||||
Net appreciation in fair value of investments | $ | 388 | ||
Interest, dividends and other income | 9,581 | |||
Net investment gain | 9,969 | |||
Administrative and investment expenses | (1,714 | ) | ||
Net investment income | $ | 8,255 | ||
The Plan’s share of the MT’s net investment income was $8.255 million for the year ended December 31, 2007.
The net appreciation in fair value of investments in the MT includes net gains on corporate stock and other investments.
Note 5: Forfeitures
When certain participants terminate employment with the Company, they forfeit any non-vested portion of their Plan account that represents past Company matching contributions. Forfeited participant balances are used to reduce future Company contributions or to pay administrative expenses of the Plan. For the year ended December 31, 2007, forfeitures of approximately $83,000 were used to reduce employer contributions.
Company contributions for the year ended December 31, 2007 are shown net of forfeitures applied. Unapplied forfeitures were approximately $45,000 and $14,000 as of December 31, 2007 and 2006, 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. Fully benefit-responsive investment contracts are reported at fair value on Form 5500 and at contract value on the financial statements.
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, 2007 and 2006:
December 31, 2007 | December 31, 2006 | |||||||
(Dollars in thousands) | ||||||||
Net assets available for benefits per the financial statements | $ | 3,557,307 | $ | 3,538,943 | ||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | 8,709 | (5,715 | ) | |||||
Less amounts allocated to withdrawing participants | (1,683 | ) | (2,789 | ) | ||||
Net assets available for benefits per Form 5500 (unaudited) | $ | 3,564,333 | $ | 3,530,439 | ||||
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The following is a reconciliation of investment income per the financial statements to investment income per Form 5500 for the year ended December 31, 2007:
��
Year Ended December 31, 2007 | |||
(Dollars in thousands) | |||
Investment income per the financial statements | $ | 112,049 | |
Add investment expenses | 3,111 | ||
Add adjustment from fair value to contract value for fully benefit-responsive investment contracts | 14,424 | ||
Investment income per Form 5500 (unaudited) | $ | 129,584 | |
The following is a reconciliation of participant distributions per the financial statements to participant distributions per Form 5500 for the year ended December 31, 2007:
Year Ended December 31, 2007 | ||||
(Dollars in thousands) | ||||
Participant distributions per the financial statements | $ | 385,692 | ||
Add amounts allocated to withdrawing participants at end of period | 1,683 | |||
Less amounts allocated to withdrawing participants at beginning of period | (2,789 | ) | ||
Participant distributions per Form 5500 (unaudited) | $ | 384,586 | ||
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.
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. The Plan reimbursed Qwest approximately $441,000 for certain qualifying administrative expenses in 2007. 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: Legal Settlements
The Plan received $56.249 million in 2007 related to the settlement of certain legal matters. This amount includes: (1) distributions pursuant to the Fair Fund provision of the Sarbanes-Oxley Act of 2002 in connection with Securities and Exchange Commission settlements involving the Company and others formerly affiliated with the Company or its subsidiaries; and (2) amounts received as a result of the Plan’s participation as a class member in two class action lawsuits that were pending against Qwest (referred to in our previous public filings as the Consolidated ERISA action and Brody v. Hellman, et al).
Note 11: Concentrations, Risks and Uncertainties
The Plan has a significant concentration of investments in Qwest common stock. The decrease in the value of the Qwest common stock held by the Plan was $63 million for the year ended December 31, 2007. Qwest is involved in various legal matters that are more fully described in its public filings. Qwest can give no assurance as to the impact on Qwest’s financial results or financial condition that may ultimately result from these matters. The ultimate outcomes of these matters are still uncertain, and substantial settlements or judgments in these matters could have a significant impact on Qwest. The magnitude of such settlements or judgments resulting from these matters could materially and adversely affect Qwest’s and the Plan’s financial condition. While Qwest continues to defend vigorously against these legal matters, these matters present significant risk to Qwest and therefore to the value of the Plan assets invested in Qwest stock.
The Plan is a class member in a class action lawsuit pending against Qwest (In re Qwest Communications International Inc. Securities Litigation). An independent fiduciary has been retained to act on behalf of the Plan with respect to the Plan’s participation in the settlement of this action. The independent fiduciary has determined that it is in the best interests of the Plan to participate in the settlement. In September 2006, the federal district court in Colorado issued an order approving a proposed settlement on behalf of purchasers of Qwest’s 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 appealed that order to the United States Court of Appeals for the Tenth Circuit. In addressing that appeal, a panel of Tenth Circuit judges held that the federal district court order overruling Nacchio and Woodruff’s objections to
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the settlement was not sufficiently specific, and it remanded the case to the district court with instructions to consider certain issues and to provide a more detailed explanation for its earlier decision overruling those objections. The ultimate outcome of this appeal is uncertain and could result in the payment of additional monies by Qwest in connection with indemnification claims by Messrs. Nacchio and Woodruff. More information about this matter can be found in Qwest’s public filings.
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 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 securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate, delinquencies and defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
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
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2007
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 $844,963,965.40) | 47,682,385 | $ | 334,253,519 | |||||
BGI ACTIVE INL EQUITY FUND | Commingled Fund | 10,459,699 | 251,660,368 | ||||||
ABBOTT LABORATORIES | Corporate Debt Obligation | 6.15% 30 Nov 2037 | 145,000 | 153,000 | |||||
ADVANTA BUSINESS CARD MASTER | Corporate Debt Obligation | 5.3% 21 May 2012 | 440,000 | 446,188 | |||||
AETNA INC NEW | Corporate Debt Obligation | 6.75% 15 Dec 2037 | 850,000 | 847,872 | |||||
AIG SUNAMERICA GLOBAL FING X | Corporate Debt Obligation | 6.9% 15 Mar 2032 | 425,000 | 467,089 | |||||
ALLIED CAP CORP | Corporate Debt Obligation | 6% 01 Apr 2012 | 205,000 | 205,374 | |||||
AMERICAN CAP STRATEGIES LTD | Corporate Debt Obligation | 6.85% 01 Aug 2012 | 395,000 | 393,511 | |||||
AMERICAN EXPRESS BK | Corporate Debt Obligation | 5.55% 17 Oct 2012 | 705,000 | 717,380 | |||||
AMERICAN EXPRESS CENTURION BK | Corporate Debt Obligation | 5.55% 17 Oct 2012 | 1,050,000 | 1,068,438 | |||||
AMERICAN EXPRESS CR ACCOUNT | Corporate Debt Obligation | 4.35% 15 Dec 2011 | 395,000 | 395,882 | |||||
AMERICAN GEN FIN CORP | Corporate Debt Obligation | 6.9% 15 Dec 2017 | 115,000 | 115,115 | |||||
AMERICAN HOME PRODS CORP | Corporate Debt Obligation | 6.7% 15 Mar 2011 | 150,000 | 159,827 | |||||
AMERICAN INTL GROUP INC | Corporate Debt Obligation | 5.375% 18 Oct 2011 | 335,000 | 340,343 | |||||
AMERICAN INTL GROUP INC | Corporate Debt Obligation | 6.25% 01 May 2036 | 100,000 | 100,519 | |||||
ASSURANT INC | Corporate Debt Obligation | 6.75% 15 Feb 2034 | 160,000 | 155,965 | |||||
AT+T INC | Corporate Debt Obligation | 6.3% 15 Jan 2038 | 460,000 | 467,357 | |||||
AT+T INC | Corporate Debt Obligation | 6.8% 15 May 2036 | 460,000 | 497,760 | |||||
AT+T INC | Corporate Debt Obligation | 6.3% 15 Jan 2038 | 525,000 | 533,396 | |||||
AT+T WIRELESS SVCS INC | Corporate Debt Obligation | 7.875% 01 Mar 2011 | 275,000 | 297,816 | |||||
BA CR CARD TR | Corporate Debt Obligation | 5.59% 17 Nov 2014 | 295,000 | 306,484 | |||||
BANC AMER COML MTG INC | Corporate Debt Obligation | 5.352573% 10 Sep 2047 | 485,000 | 471,699 | |||||
BANK AMER CORP | Corporate Debt Obligation | 5.75% 01 Dec 2017 | 185,000 | 185,424 | |||||
BANK AMER CORP | Corporate Debt Obligation | 6.5% 15 Sep 2037 | 580,000 | 586,044 | |||||
BANK AMER CORP | Corporate Debt Obligation | 5.75% 01 Dec 2017 | 390,000 | 390,895 | |||||
BANK NEW YORK INC MEDIUM | Corporate Debt Obligation | 4.95% 01 Nov 2012 | 1,215,000 | 1,214,987 | |||||
BANK OF NEW YORK | Corporate Debt Obligation | 5.41% 15 May 2009 | 205,000 | 203,358 | |||||
BANK ONE CORP | Corporate Debt Obligation | 5.25% 30 Jan 2013 | 235,000 | 234,309 | |||||
BANK ONE ISSUANCE TR | Corporate Debt Obligation | 3.94% 16 Apr 2012 | 695,000 | 693,051 | |||||
BEAR STEARNS COML MTG SECS | Corporate Debt Obligation | 5.2872% 12 Oct 2042 | 805,000 | 805,260 | |||||
BEAR STEARNS COML MTG SECS | Corporate Debt Obligation | 1% 11 Sep 2042 | 965,000 | 982,577 | |||||
BLACKROCK INC | Corporate Debt Obligation | 6.25% 15 Sep 2017 | 230,000 | 236,769 | |||||
BOARDWALK PIPELINES LLC | Corporate Debt Obligation | 5.875% 15 Nov 2016 | 150,000 | 153,576 | |||||
BOTTLING GROUP LLC | Corporate Debt Obligation | 4.625% 15 Nov 2012 | 205,000 | 205,654 | |||||
BROADRIDGE FINL SOLUTIONS INC | Corporate Debt Obligation | 6.125% 01 Jun 2017 | 200,000 | 197,656 | |||||
BURLINGTON NORTHERN SANTA FE | Corporate Debt Obligation | 7.29% 01 Jun 2036 | 85,000 | 94,852 | |||||
CAPITAL AUTO RECEIV TR 2007 2 | Corporate Debt Obligation | 5.39% 15 Feb 2014 | 845,000 | 857,620 | |||||
CAPITAL AUTO RECEIVABLES ASST | Corporate Debt Obligation | 4.86% 15 May 2014 | 430,000 | 435,081 | |||||
CAPITAL ONE MULTI ASSET EXECUT | Corporate Debt Obligation | 5.65% 15 Jul 2020 | 1,050,000 | 1,073,118 | |||||
CAPITAL ONE PRIME AUTO RECEIVA | Corporate Debt Obligation | 5.47% 15 Jun 2011 | 1,475,000 | 1,484,911 | |||||
CATERPILLAR FINL SVCS | Corporate Debt Obligation | 4.85% 07 Dec 2012 | 330,000 | 330,570 | |||||
CATERPILLAR FINL TR | Corporate Debt Obligation | 5.57% 25 May 2010 | 674,248 | 678,516 | |||||
CHASE AUTO OWNER TR | Corporate Debt Obligation | 5.36% 15 Jan 2013 | 360,000 | 364,286 | |||||
CHASE ISSUANCE TR | Corporate Debt Obligation | 4.65% 17 Dec 2012 | 955,000 | 959,937 | |||||
CHASE ISSUANCE TR | Corporate Debt Obligation | 4.96% 17 Sep 2012 | 1,125,000 | 1,143,255 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.3% 20 May 2011 | 630,000 | 639,176 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.5% 22 Jun 2012 | 655,000 | 673,140 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.5% 22 Jun 2012 | 900,000 | 924,925 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 4.75% 22 Oct 2012 | 435,000 | 441,209 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.45% 10 May 2013 | 425,000 | 439,021 | |||||
CITIBANK CR CARD ISSUANCE TR | Corporate Debt Obligation | 5.7% 20 Sep 2019 | 730,000 | 741,863 | |||||
CITIGROUP INC | Corporate Debt Obligation | 5.1% 29 Sep 2011 | 390,000 | 392,172 | |||||
CITIGROUP INC | Corporate Debt Obligation | 5.3% 07 Jan 2016 | 525,000 | 514,823 | |||||
CLEVELAND ELEC ILLUM CO | Corporate Debt Obligation | 5.65% 15 Dec 2013 | 95,000 | 93,894 | |||||
CLEVELAND ELEC ILLUM CO | Corporate Debt Obligation | 5.95% 15 Dec 2036 | 80,000 | 73,205 | |||||
CLOROX CO | Corporate Debt Obligation | 4.2% 15 Jan 2010 | 105,000 | 103,792 | |||||
CNH EQUIP TR 2007 C | Corporate Debt Obligation | 5.42% 17 Mar 2014 | 510,000 | 522,431 | |||||
COCA COLA CO | Corporate Debt Obligation | 5.35% 15 Nov 2017 | 145,000 | 148,559 | |||||
COCA COLA CO | Corporate Debt Obligation | 5.35% 15 Nov 2017 | 525,000 | 537,885 | |||||
COMCAST CABLE COMMUNICATIONS | Corporate Debt Obligation | 7.125% 15 Jun 2013 | 580,000 | 620,057 | |||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.85% 15 Nov 2015 | 285,000 | 287,046 | |||||
COMCAST CORP NEW | Corporate Debt Obligation | 5.85% 15 Nov 2015 | 380,000 | 382,728 | |||||
COMMERCE GROUP INC MASS | Corporate Debt Obligation | 5.95% 09 Dec 2013 | 430,000 | 443,074 | |||||
CONAGRA INC | Corporate Debt Obligation | 7.125% 01 Oct 2026 | 20,000 | 21,431 | |||||
CONOCO FDG CO | Corporate Debt Obligation | 7.25% 15 Oct 2031 | 270,000 | 315,860 | |||||
CONSOLIDATED NAT GAS CO | Corporate Debt Obligation | 5% 01 Dec 2014 | 90,000 | 86,518 | |||||
COUNTRYWIDE FINL CORP | Corporate Debt Obligation | 5.8% 07 Jun 2012 | 225,000 | 164,362 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 3.861% 15 Mar 2036 | 265,783 | 263,648 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 6.3% 15 Nov 2030 | 213,563 | 214,810 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 6.38% 18 Dec 2035 | 1,047,533 | 1,087,589 | |||||
CREDIT SUISSE FIRST BOSTON MTG | Corporate Debt Obligation | 1% 15 Aug 2038 | 440,000 | 423,476 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
CSX CORP | Corporate Debt Obligation | 5.6% 01 May 2017 | 190,000 | 182,909 | ||||
CVS CAREMARK CORP | Corporate Debt Obligation | 5.75% 01 Jun 2017 | 215,000 | 216,384 | ||||
DAIMLERCHRYSLER AUTOTR | Corporate Debt Obligation | 2% 08 Mar 2013 | 435,000 | 438,969 | ||||
DAIMLERCHRYSLER AUTOTR | Corporate Debt Obligation | 2% 08 Mar 2013 | 825,000 | 832,526 | ||||
DETROIT EDISON | Corporate Debt Obligation | 6.19% 01 Mar 2013 | 1,025,000 | 1,055,306 | ||||
DETROIT EDISON CO | Corporate Debt Obligation | 5.7% 01 Oct 2037 | 80,000 | 75,187 | ||||
DETROIT EDISON CO | Corporate Debt Obligation | 6.625% 01 Jun 2036 | 35,000 | 37,012 | ||||
DEVON FING CORP U L C | Corporate Debt Obligation | 7.875% 30 Sep 2031 | 475,000 | 574,491 | ||||
DLJ COML MTG CORP | Corporate Debt Obligation | 7.34% 10 Sep 2009 | 996,127 | 1,032,850 | ||||
DLJ COML MTG CORP | Corporate Debt Obligation | 7.18% 10 Nov 2033 | 822,205 | 866,165 | ||||
DOMINION RES INC VA NEW | Corporate Debt Obligation | 1% 15 May 2008 | 145,000 | 145,320 | ||||
DTE ENERGY CO | Corporate Debt Obligation | 7.05% 01 Jun 2011 | 165,000 | 175,210 | ||||
DUKE ENERGY CO | Corporate Debt Obligation | 3.75% 05 Mar 2008 | 210,000 | 209,425 | ||||
EMBARQ CORP | Corporate Debt Obligation | 7.082% 01 Jun 2016 | 55,000 | 56,671 | ||||
ENERGY TRANSFER PARTNERS LP | Corporate Debt Obligation | 6.625% 15 Oct 2036 | 45,000 | 43,130 | ||||
ENTERGY GULF STS RECON FDG I L | Corporate Debt Obligation | 1% 01 Oct 2013 | 345,000 | 354,973 | ||||
ERAC USA FIN CO | Corporate Debt Obligation | 7% 15 Oct 2037 | 245,000 | 222,516 | ||||
ERP OPER LTD PARTNERSHIP | Corporate Debt Obligation | 7.57% 15 Aug 2026 | 30,000 | 31,087 | ||||
EXELON GENERATION CO LLC | Corporate Debt Obligation | 6.2% 01 Oct 2017 | 115,000 | 114,290 | ||||
FALCONBRIDGE INC | Corporate Debt Obligation | 7.25% 15 Jul 2012 | 165,000 | 178,916 | ||||
FEDERAL HOME LN MTG CORP | Corporate Debt Obligation | 7.12% 25 Jun 2028 | 2,766 | 2,761 | ||||
FEDERAL NATL MTG ASSN | Corporate Debt Obligation | 5.5% 25 Feb 2030 | 302,647 | 306,765 | ||||
FEDERATED RETAIL HLDGS INC | Corporate Debt Obligation | 6.375% 15 Mar 2037 | 25,000 | 21,789 | ||||
FMR CORP | Corporate Debt Obligation | 7.49% 15 Jun 2019 | 115,000 | 138,485 | ||||
FORD CR AUTO OWNER TR | Corporate Debt Obligation | 5.4% 15 Aug 2011 | 1,075,000 | 1,084,406 | ||||
FORD CREDIT AUTO OWNER TR | Corporate Debt Obligation | 5.26% 15 Oct 2010 | 960,000 | 961,200 | ||||
FOUR TIMES SQUARE TR | Corporate Debt Obligation | 7.795% 15 Apr 2015 | 410,000 | 441,459 | ||||
GE CAP CR CARD MASTER NT TR | Corporate Debt Obligation | 5.08% 15 Sep 2012 | 770,000 | 780,829 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 4.25% 13 Sep 2010 | 570,000 | 567,988 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 5.5% 04 Jun 2014 | 330,000 | 340,497 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 5.5% 04 Jun 2014 | 805,000 | 830,605 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 5.4% 20 Sep 2013 | 160,000 | 163,727 | ||||
GENERAL ELEC CAP CORP MTN | Corporate Debt Obligation | 6.125% 22 Feb 2011 | 810,000 | 846,721 | ||||
GENERAL MLS INC | Corporate Debt Obligation | 5.65% 10 Sep 2012 | 240,000 | 243,916 | ||||
GENERAL MLS INC | Corporate Debt Obligation | 5.65% 10 Sep 2012 | 470,000 | 477,669 | ||||
GENETECH INC | Corporate Debt Obligation | 4.75% 15 Jul 2015 | 760,000 | 747,878 | ||||
GMAC COML MTG SEC INC | Corporate Debt Obligation | 5.785% 15 Nov 2039 | 969,996 | 982,450 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 4.75% 15 Jul 2013 | 160,000 | 156,719 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 6.75% 01 Oct 2037 | 345,000 | 342,424 | ||||
GOLDMAN SACHS GROUP INC | Corporate Debt Obligation | 6.75% 01 Oct 2037 | 500,000 | 489,889 | ||||
GREAT RIV ENERGY | Corporate Debt Obligation | 5.829% 01 Jul 2017 | 545,000 | 558,794 | ||||
HARLEY DAVIDSON MOTORCYCLE | Corporate Debt Obligation | 2% 15 Nov 2013 | 345,000 | 349,919 | ||||
HARLEY DAVIDSON MOTORCYCLE TR | Corporate Debt Obligation | 4.3% 15 May 2010 | 25,432 | 25,432 | ||||
HARLEY DAVIDSON MOTORCYCLE TR | Corporate Debt Obligation | 5.06% 15 Jun 2010 | 89,880 | 89,838 | ||||
HARRIS CORP DEL | Corporate Debt Obligation | 5.95% 01 Dec 2017 | 195,000 | 194,126 | ||||
HOSPITALITY PPTYS TR | Corporate Debt Obligation | 5.125% 15 Feb 2015 | 285,000 | 262,968 | ||||
HOSPITALITY PPTYS TR | Corporate Debt Obligation | 6.7% 15 Jan 2018 | 120,000 | 118,513 | ||||
HRPT PPTYS TR | Corporate Debt Obligation | 5.75% 01 Nov 2015 | 300,000 | 280,853 | ||||
J P MORGAN CHASE COML MTG SEC | Corporate Debt Obligation | 4.625% 15 Mar 2046 | 500,000 | 495,877 | ||||
J P MORGAN CHASE COML MTG SECS | Corporate Debt Obligation | 5.134% 15 May 2047 | 470,000 | 460,365 | ||||
JANUS CAPITAL GROUP INC | Corporate Debt Obligation | 6.7% 15 Jun 2017 | 240,000 | 247,183 | ||||
JCP+L TRANSITION FDG II LLC | Corporate Debt Obligation | 1% 05 Jun 2014 | 683,402 | 694,358 | ||||
JEFFERIES GROUP INC NEW | Corporate Debt Obligation | 6.25% 15 Jan 2036 | 110,000 | 98,325 | ||||
JOHNSON + JOHNSON | Corporate Debt Obligation | 5.95% 15 Aug 2037 | 400,000 | 431,682 | ||||
JP MORGAN CHASE | Corporate Debt Obligation | 6.75% 01 Feb 2011 | 310,000 | 325,498 | ||||
JP MORGAN CHASE BANK | Corporate Debt Obligation | 6% 01 Oct 2017 | 345,000 | 350,872 | ||||
JP MORGAN CHASE CAN CO | Corporate Debt Obligation | 5.375% 01 Oct 2012 | 750,000 | 763,343 | ||||
JP MORGAN CHASE COML MTG | Corporate Debt Obligation | 1% 15 Aug 2042 | 710,000 | 700,962 | ||||
KELLOGG CO | Corporate Debt Obligation | 5.125% 03 Dec 2012 | 225,000 | 226,884 | ||||
KELLOGG CO | Corporate Debt Obligation | 6.6% 01 Apr 2011 | 425,000 | 450,356 | ||||
KOHLS CORP | Corporate Debt Obligation | 6.875% 15 Dec 2037 | 230,000 | 223,219 | ||||
KRAFT FOODS INC | Corporate Debt Obligation | 6% 11 Feb 2013 | 200,000 | 205,621 | ||||
KRAFT FOODS INC | Corporate Debt Obligation | 6.875% 01 Feb 2038 | 460,000 | 477,567 | ||||
LEHMAN BROS HLDGS INC | Corporate Debt Obligation | 6.75% 28 Dec 2017 | 190,000 | 195,833 | ||||
LEHMAN BROTHERS HLDGS INC | Corporate Debt Obligation | 5.75% 17 May 2013 | 185,000 | 186,026 | ||||
LINCOLN NATL CORP IN | Corporate Debt Obligation | 6.05% 20 Apr 2067 | 135,000 | 126,030 | ||||
M + I MARSHALLL + ILSLEY BK | Corporate Debt Obligation | 5.15% 22 Feb 2012 | 480,000 | 471,994 | ||||
MACYS RETAIL HLDGS INC | Corporate Debt Obligation | 5.875% 15 Jan 2013 | 235,000 | 230,211 | ||||
MARATHON OIL CORP | Corporate Debt Obligation | 6% 01 Oct 2017 | 200,000 | 203,667 | ||||
MARKEL CORP | Corporate Debt Obligation | 7.35% 15 Aug 2034 | 200,000 | 210,574 | ||||
MASSMUTUAL GLOBAL FDG II MTN | Corporate Debt Obligation | 3.5% 15 Mar 2010 | 530,000 | 524,716 | ||||
MASSMUTUAL GLOBAL FGD II MTN | Corporate Debt Obligation | 2.55% 15 Jul 2008 | 170,000 | 168,021 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.1% 15 Oct 2012 | 575,000 | 573,829 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.3% 15 Feb 2011 | 265,000 | 264,665 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 2.75% 15 Oct 2010 | 335,000 | 332,589 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.2% 15 Sep 2010 | 1,455,000 | 1,452,045 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.1% 15 Oct 2012 | 455,000 | 454,073 | ||||
MBNA CR CARD MASTER NT TR | Corporate Debt Obligation | 4.5% 15 Jan 2013 | 220,000 | 221,493 | ||||
MCDONALDS CORP | Corporate Debt Obligation | 5.8% 15 Oct 2017 | 190,000 | 196,722 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
MCGRAW HILL COS INC | Corporate Debt Obligation | 6.55% 15 Nov 2037 | 400,000 | 396,826 | ||||
MERRILL LYNCH + CO INC | Corporate Debt Obligation | 6.4% 28 Aug 2017 | 210,000 | 213,351 | ||||
METLIFE INC | Corporate Debt Obligation | 6.125% 01 Dec 2011 | 145,000 | 150,360 | ||||
MIDAMERICAN ENERGY HLDGS CO | Corporate Debt Obligation | 6.5% 15 Sep 2037 | 440,000 | 459,486 | ||||
MIDAMERICAN FDG LLC | Corporate Debt Obligation | 6.927% 01 Mar 2029 | 465,000 | 512,663 | ||||
MORGAN STANLEY | Corporate Debt Obligation | 5.95% 28 Dec 2017 | 465,000 | 464,668 | ||||
MORGAN STANLEY CAP I TR | Corporate Debt Obligation | 5.907456% 15 Oct 2042 | 555,000 | 564,819 | ||||
MORGAN STANLEY CAP I TR | Corporate Debt Obligation | 5.811003% 12 Aug 2041 | 635,000 | 642,842 | ||||
MORGAN STANLEY GROUP INC | Corporate Debt Obligation | 5.25% 02 Nov 2012 | 925,000 | 924,692 | ||||
NATIONWIDE BLDG SOC | Corporate Debt Obligation | 4.25% 01 Feb 2010 | 305,000 | 304,723 | ||||
NATIONWIDE FINL SVSC INC | Corporate Debt Obligation | 6.75% 15 May 2067 | 325,000 | 299,358 | ||||
NEW YORK LIFE GLOBAL FDG | Corporate Debt Obligation | 5.25% 16 Oct 2012 | 540,000 | 552,517 | ||||
NEW YORK LIFE INS CO | Corporate Debt Obligation | 5.875% 15 May 2033 | 250,000 | 245,614 | ||||
NEWS AMER INC | Corporate Debt Obligation | 6.65% 15 Nov 2037 | 80,000 | 82,518 | ||||
NEWS AMER INC | Corporate Debt Obligation | 6.65% 15 Nov 2037 | 675,000 | 696,246 | ||||
NEXTEL COMMUNICATIONS INC | Corporate Debt Obligation | 6.875% 31 Oct 2013 | 275,000 | 270,909 | ||||
NISOURCE FIN CORP | Corporate Debt Obligation | 6.4% 15 Mar 2018 | 225,000 | 224,494 | ||||
NISSAN AUTO LEASE TR | Corporate Debt Obligation | 5.11% 15 Mar 2010 | 685,000 | 688,025 | ||||
NORDSTROM INC | Corporate Debt Obligation | 1% 15 Jan 2038 | 410,000 | 422,479 | ||||
ONCOR ELEC DELIVERY CO | Corporate Debt Obligation | 6.375% 01 May 2012 | 270,000 | 281,073 | ||||
PACIFIC GAS + ELEC CO | Corporate Debt Obligation | 5.625% 30 Nov 2017 | 425,000 | 426,287 | ||||
PACIFICORP | Corporate Debt Obligation | 6.25% 15 Oct 2037 | 165,000 | 170,394 | ||||
PANHANDLE EASTN PIPE LINE CO | Corporate Debt Obligation | 6.2% 01 Nov 2017 | 220,000 | 217,055 | ||||
PECO ENERGY TRANS TR | Corporate Debt Obligation | 6.13% 01 Mar 2009 | 622,035 | 625,723 | ||||
PECO ENERGY TRANSITION TR | Corporate Debt Obligation | 6.52% 31 Dec 2010 | 285,000 | 302,164 | ||||
PECO ENERGY TRANSITION TR | Corporate Debt Obligation | 6.52% 31 Dec 2010 | 525,000 | 556,618 | ||||
PECO ENERGY TRANSITION TRUST | Corporate Debt Obligation | 7.65% 01 Mar 2010 | 480,000 | 502,888 | ||||
PEMEX PROJ FDG MASTER TR | Corporate Debt Obligation | 6.625% 15 Jun 2035 | 35,000 | 36,891 | ||||
PEPCO HOLDINGS INC | Corporate Debt Obligation | 6.125% 01 Jun 2017 | 190,000 | 193,260 | ||||
PG+E ENERGY RECOVERY FDG LLC | Corporate Debt Obligation | 4.85% 25 Jun 2011 | 448,135 | 448,919 | ||||
PHOENIX LIFE INS CO | Corporate Debt Obligation | 7.15% 15 Dec 2034 | 135,000 | 147,179 | ||||
PNC FDG CORP | Corporate Debt Obligation | 4.2% 10 Mar 2008 | 360,000 | 359,463 | ||||
POPULAR NORTH AMER INC | Corporate Debt Obligation | 5.65% 15 Apr 2009 | 345,000 | 348,377 | ||||
PPL ELEC UTILS CORP | Corporate Debt Obligation | 6.45% 15 Aug 2037 | 70,000 | 71,281 | ||||
PROCTER + GAMBLE CO | Corporate Debt Obligation | 8% 01 Sep 2024 | 185,000 | 234,863 | ||||
PROCTER + GAMBLE CO | Corporate Debt Obligation | 5.55% 05 Mar 2037 | 1,090,000 | 1,096,200 | ||||
PROGRESS ENERGY | Corporate Debt Obligation | 6.85% 15 Apr 2012 | 140,000 | 149,861 | ||||
PRUDENTIAL FINL INC | Corporate Debt Obligation | 6.1% 15 Jun 2017 | 265,000 | 266,549 | ||||
QUEST DIAGNOSTICS INC | Corporate Debt Obligation | 6.4% 01 Jul 2017 | 230,000 | 237,759 | ||||
REGIONS FINL CORP NEW | Corporate Debt Obligation | 4.5% 08 Aug 2008 | 255,000 | 254,009 | ||||
RSB BONDCO LLC | Corporate Debt Obligation | 5.469% 01 Oct 2014 | 1,350,000 | 1,387,758 | ||||
RUSSELL CO | Corporate Debt Obligation | 5.625% 15 Jan 2009 | 1,000,000 | 1,007,166 | ||||
SAFEWAY INC | Corporate Debt Obligation | 4.95% 16 Aug 2010 | 60,000 | 60,315 | ||||
SCHERING PLOUGH CORP | Corporate Debt Obligation | 1% 01 Dec 2013 | 120,000 | 121,413 | ||||
SCHERING PLOUGH CORP | Corporate Debt Obligation | 6% 15 Sep 2017 | 155,000 | 160,585 | ||||
SIMON PPTY GROUP INC NEW | Corporate Debt Obligation | 3.75% 30 Jan 2009 | 95,000 | 93,747 | ||||
SLM CORP | Corporate Debt Obligation | 5.375% 15 May 2014 | 25,000 | 22,227 | ||||
SOUTHERN UN CO NEW | Corporate Debt Obligation | 7.6% 01 Feb 2024 | 75,000 | 78,835 | ||||
SOVEREIGN BANCORP INC | Corporate Debt Obligation | 4.8% 01 Sep 2010 | 240,000 | 239,104 | ||||
SUNTRUST BKS INC | Corporate Debt Obligation | 5.25% 05 Nov 2012 | 425,000 | 428,232 | ||||
TARGET CORP | Corporate Debt Obligation | 6.5% 15 Oct 2037 | 585,000 | 587,984 | ||||
TCA CABLE TV INC | Corporate Debt Obligation | 6.53% 01 Feb 2028 | 155,000 | 153,000 | ||||
TEXTRON FINL CORP | Corporate Debt Obligation | 5.125% 01 Nov 2010 | 150,000 | 152,972 | ||||
TIAA GLOBAL MKTS INC | Corporate Debt Obligation | 5.125% 10 Oct 2012 | 850,000 | 866,376 | ||||
TIME WARNER COS INC | Corporate Debt Obligation | 6.95% 15 Jan 2028 | 360,000 | 367,355 | ||||
TOYOTA MTR CR CORP | Corporate Debt Obligation | 5.45% 18 May 2011 | 455,000 | 473,706 | ||||
TRANSOCEAN INC | Corporate Debt Obligation | 6.8% 15 Mar 2038 | 240,000 | 244,884 | ||||
TRAVELERS COS INC | Corporate Debt Obligation | 6.25% 15 Jun 2037 | 685,000 | 663,499 | ||||
TXU ELEC DELIVERY TRANSITION | Corporate Debt Obligation | 3.52% 15 Nov 2011 | 484,547 | 479,894 | ||||
TYCO INTL GROUP S A | Corporate Debt Obligation | 6.875% 15 Jan 2029 | 25,000 | 25,319 | ||||
UNION ELEC CO | Corporate Debt Obligation | 5.25% 01 Sep 2012 | 290,000 | 294,174 | ||||
UNION PAC CORP | Corporate Debt Obligation | 5.45% 31 Jan 2013 | 650,000 | 655,669 | ||||
UNITED TECHNOLOGIES CORP | Corporate Debt Obligation | 5.375% 15 Dec 2017 | 55,000 | 55,480 | ||||
UNITED TECHNOLOGIES CORP | Corporate Debt Obligation | 5.375% 15 Dec 2017 | 725,000 | 731,326 | ||||
UNITEDHEALTH GROUP INC | Corporate Debt Obligation | 6.625% 15 Nov 2037 | 185,000 | 187,769 | ||||
UNITEDHEALTH GROUP INC | Corporate Debt Obligation | 6.625% 15 Nov 2037 | 520,000 | 527,784 | ||||
USAA AUTO OWNER TR | Corporate Debt Obligation | 4.7% 15 May 2012 | 595,000 | 595,455 | ||||
USAA AUTO OWNER TR | Corporate Debt Obligation | 5.43% 17 Oct 2011 | 805,000 | 811,541 | ||||
USAA AUTO OWNER TR | Corporate Debt Obligation | 5.01% 15 Jun 2011 | 575,000 | 577,555 | ||||
V F CORP | Corporate Debt Obligation | 5.95% 01 Nov 2017 | 175,000 | 175,879 | ||||
VERIZON NEW ENG INC | Corporate Debt Obligation | 6.5% 15 Sep 2011 | 125,000 | 131,251 | ||||
VIACOM INC NEW | Corporate Debt Obligation | 6.125% 05 Oct 2017 | 255,000 | 254,989 | ||||
VOLKSWAGEN AUTO LEASE TR | Corporate Debt Obligation | 5.54% 20 Apr 2011 | 405,000 | 407,278 | ||||
WACHOVIA BK NATL ASSN | Corporate Debt Obligation | 5.85% 01 Feb 2037 | 615,000 | 554,197 | ||||
WAL MART STORES INC | Corporate Debt Obligation | 4.55% 01 May 2013 | 345,000 | 343,369 | ||||
WAL MART STORES INC | Corporate Debt Obligation | 5.25% 01 Sep 2035 | 355,000 | 314,890 | ||||
WASHINGTON REAL ESTATE INVT TR | Corporate Debt Obligation | 5.35% 01 May 2015 | 295,000 | 286,238 | ||||
WEATHERFORD INTL INC NEW | Corporate Debt Obligation | 6.35% 15 Jun 2017 | 190,000 | 196,395 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 5.625% 11 Dec 2017 | 90,000 | 90,055 |
17
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 5% 15 Nov 2014 | 110,000 | 108,940 | ||||
WELLS FARGO + CO NEW | Corporate Debt Obligation | 4.95% 16 Oct 2013 | 650,000 | 645,394 | ||||
WPP FDG LLC | Corporate Debt Obligation | 4.46% 27 Dec 2010 | 740,000 | 741,272 | ||||
WYNDHAM WORLDWIDE CORP | Corporate Debt Obligation | 6% 01 Dec 2016 | 60,000 | 56,904 | ||||
FANNIE MAE | Federal Agency Obligation | 3.875% 10 Dec 2009 | 1,055,000 | 1,060,701 | ||||
FANNIE MAE | Federal Agency Obligation | 5.375% 12 Jun 2017 | 295,000 | 313,371 | ||||
FED HM LN PC POOL 1J0244 | Federal Agency Obligation | 1% 01 Jan 2037 | 718,611 | 728,368 | ||||
FED HM LN PC POOL 1J1262 | Federal Agency Obligation | 1% 01 Jan 2036 | 461,167 | 466,408 | ||||
FED HM LN PC POOL 1J1548 | Federal Agency Obligation | 1% 01 Mar 2037 | 494,282 | 502,841 | ||||
FED HM LN PC POOL 847498 | Federal Agency Obligation | 4.49% 01 Jun 2034 | 339,009 | 337,338 | ||||
FED HM LN PC POOL 847604 | Federal Agency Obligation | 1% 01 Nov 2035 | 735,171 | 739,065 | ||||
FED HM LN PC POOL A46092 | Federal Agency Obligation | 5% 01 Jul 2035 | 1,324,304 | 1,292,962 | ||||
FED HM LN PC POOL A61373 | Federal Agency Obligation | 5% 01 Apr 2036 | 718,940 | 702,254 | ||||
FED HM LN PC POOL A62341 | Federal Agency Obligation | 5% 01 Jun 2037 | 1,476,300 | 1,440,497 | ||||
FED HM LN PC POOL A64391 | Federal Agency Obligation | 6% 01 Aug 2037 | 313,274 | 317,953 | ||||
FED HM LN PC POOL A64578 | Federal Agency Obligation | 5.5% 01 Aug 2037 | 492,751 | 491,734 | ||||
FED HM LN PC POOL A68726 | Federal Agency Obligation | 6.5% 01 Nov 2037 | 359,999 | 370,056 | ||||
FED HM LN PC POOL C01416 | Federal Agency Obligation | 7% 01 Sep 2032 | 364,572 | 381,927 | ||||
FED HM LN PC POOL C01437 | Federal Agency Obligation | 7% 01 Oct 2032 | 338,769 | 354,896 | ||||
FED HM LN PC POOL C03027 | Federal Agency Obligation | 6% 01 Sep 2037 | 804,087 | 816,095 | ||||
FED HM LN PC POOL E96854 | Federal Agency Obligation | 4% 01 Jun 2018 | 485,987 | 468,098 | ||||
FED HM LN PC POOL G01704 | Federal Agency Obligation | 5.5% 01 Jul 2033 | 1,841,992 | 1,843,451 | ||||
FED HM LN PC POOL G01705 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 1,474,379 | 1,475,529 | ||||
FED HM LN PC POOL G01737 | Federal Agency Obligation | 5% 01 Dec 2034 | 1,930,736 | 1,885,924 | ||||
FED HM LN PC POOL G01813 | Federal Agency Obligation | 5% 01 Apr 2035 | 611,286 | 597,098 | ||||
FED HM LN PC POOL G01839 | Federal Agency Obligation | 5% 01 Jun 2035 | 963,835 | 941,464 | ||||
FED HM LN PC POOL G01894 | Federal Agency Obligation | 5% 01 Jul 2035 | 589,788 | 576,099 | ||||
FED HM LN PC POOL G02033 | Federal Agency Obligation | 0.99% 25 Jan 2035 | 1,130,539 | 1,197,976 | ||||
FED HM LN PC POOL G02274 | Federal Agency Obligation | 5% 01 Jul 2036 | 578,292 | 564,368 | ||||
FED HM LN PC POOL G02740 | Federal Agency Obligation | 5.5% 01 Mar 2036 | 1,210,592 | 1,208,562 | ||||
FED HM LN PC POOL G03248 | Federal Agency Obligation | 6% 01 Aug 2037 | 10,102,902 | 10,253,775 | ||||
FED HM LN PC POOL G03458 | Federal Agency Obligation | 5.5% 01 Nov 2037 | 6,725,752 | 6,711,867 | ||||
FED HM LN PC POOL G03512 | Federal Agency Obligation | 6% 01 Oct 2037 | 708,897 | 719,483 | ||||
FED HM LN PC POOL G03581 | Federal Agency Obligation | 6% 01 Nov 2037 | 400,001 | 405,974 | ||||
FED HM LN PC POOL G08062 | Federal Agency Obligation | 5% 01 Jun 2035 | 596,497 | 582,380 | ||||
FED HM LN PC POOL G11690 | Federal Agency Obligation | 4% 01 Feb 2020 | 477,117 | 458,048 | ||||
FED HM LN PC POOL G11817 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 191,382 | 193,847 | ||||
FED HM LN PC POOL G12021 | Federal Agency Obligation | 4% 01 May 2014 | 838,676 | 822,512 | ||||
FED HM LN PC POOL G12022 | Federal Agency Obligation | 0.99% 01 Apr 2014 | 244,433 | 242,929 | ||||
FED HM LN PC POOL G12024 | Federal Agency Obligation | 4.5% 01 Aug 2018 | 2,069,168 | 2,034,662 | ||||
FED HM LN PC POOL G12033 | Federal Agency Obligation | 4.5% 01 Dec 2019 | 19,475 | 19,142 | ||||
FED HM LN PC POOL G12034 | Federal Agency Obligation | 1% 01 May 2021 | 205,255 | 197,051 | ||||
FED HM LN PC POOL G12080 | Federal Agency Obligation | 0.99% 01 Dec 2034 | 825,042 | 811,284 | ||||
FED HM LN PC POOL M80789 | Federal Agency Obligation | 5% 01 Jan 2010 | 611,541 | 622,998 | ||||
FED HM LN PC POOL M80813 | Federal Agency Obligation | 4% 01 Apr 2010 | 970,075 | 954,877 | ||||
FED HM LN PC POOL M80845 | Federal Agency Obligation | 4.5% 01 Sep 2010 | 497,218 | 497,288 | ||||
FED HM LN PC POOL M90808 | Federal Agency Obligation | 4% 01 Apr 2008 | 779,311 | 775,893 | ||||
FEDERAL HOME LN MTG | Federal Agency Obligation | 5% 15 Mar 2029 | 590,000 | 590,500 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.5% 18 Jul 2016 | 730,000 | 785,852 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.5% 23 Aug 2017 | 845,000 | 906,662 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.125% 18 Oct 2016 | 850,000 | 890,196 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 4.875% 12 Sep 2008 | 410,000 | 411,667 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Dec 2026 | 380,722 | 386,119 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 1% 25 Apr 2016 | 271,866 | 278,833 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 6% 15 Sep 2025 | 549,566 | 557,047 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5% 15 Dec 2022 | 1,005,000 | 1,004,696 | ||||
FEDERAL HOME LN MTG CORP | Federal Agency Obligation | 5.5% 15 May 2026 | 370,093 | 375,277 | ||||
FEDERAL HOME LOAN MTG CO | Federal Agency Obligation | 6% 15 Apr 2027 | 356,867 | 362,877 | ||||
FEDERAL NATL MORTG ASSOC | Federal Agency Obligation | 6% 25 Feb 2028 | 311,364 | 315,659 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 16 Feb 2012 | 975,000 | 1,015,983 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5% 25 May 2035 | 360,000 | 360,512 | ||||
FEDERAL NATL MTG ASSN | Federal Agency Obligation | 5.503% 25 Sep 2011 | 535,000 | 551,312 | ||||
FHLMC TBA JAN 15 GOLD SINGLE | Federal Agency Obligation | 5% 01 Dec 2099 | 800,000 | 800,750 | ||||
FHLMC TBA JAN 15 GOLD SINGLE | Federal Agency Obligation | 4.5% 01 Dec 2099 | 200,000 | 196,688 | ||||
FHLMC TBA JAN 30 GOLD SINGLE | Federal Agency Obligation | 5% 01 Dec 2099 | 1,000,000 | 975,625 | ||||
FNMA TBA JAN 30 SINGLE FAM | Federal Agency Obligation | 5.5% 01 Dec 2099 | 4,200,000 | 4,194,750 | ||||
FNMA POOL 253635 | Federal Agency Obligation | 7% 01 Feb 2016 | 29,358 | 30,562 | ||||
FNMA POOL 253643 | Federal Agency Obligation | 7.5% 01 Feb 2031 | 38,524 | 41,119 | ||||
FNMA POOL 254261 | Federal Agency Obligation | 6.5% 01 Apr 2017 | 91,936 | 95,104 | ||||
FNMA POOL 254548 | Federal Agency Obligation | 5.5% 01 Dec 2032 | 2,194,514 | 2,198,421 | ||||
FNMA POOL 254626 | Federal Agency Obligation | 4.5% 01 Jan 2010 | 383,155 | 381,838 | ||||
FNMA POOL 254681 | Federal Agency Obligation | 4.5% 01 Mar 2013 | 635,292 | 637,288 | ||||
FNMA POOL 254693 | Federal Agency Obligation | 5.5% 01 Apr 2033 | 472,432 | 472,782 | ||||
FNMA POOL 254836 | Federal Agency Obligation | 4% 01 Jul 2010 | 976,343 | 967,491 | ||||
FNMA POOL 254918 | Federal Agency Obligation | 4.5% 01 Sep 2033 | 653,031 | 618,757 | ||||
FNMA POOL 255274 | Federal Agency Obligation | 5% 01 Jun 2019 | 461,435 | 462,286 | ||||
FNMA POOL 255276 | Federal Agency Obligation | 4% 01 Jun 2011 | 631,700 | 624,647 | ||||
FNMA POOL 255492 | Federal Agency Obligation | 4% 01 Oct 2014 | 421,821 | 417,600 | ||||
FNMA POOL 255900 | Federal Agency Obligation | 6% 01 Oct 2035 | 286,406 | 291,004 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | |||||
FNMA POOL 256926 | Federal Agency Obligation | 6.5% 01 Oct 2037 | 908,150 | 933,520 | ||||
FNMA POOL 357585 | Federal Agency Obligation | 4.5% 01 May 2011 | 533,364 | 529,442 | ||||
FNMA POOL 512673 | Federal Agency Obligation | 7.5% 01 Sep 2029 | 10,597 | 11,328 | ||||
FNMA POOL 535996 | Federal Agency Obligation | 7.5% 01 Jun 2031 | 113,555 | 121,206 | ||||
FNMA POOL 545759 | Federal Agency Obligation | 6.5% 01 Jul 2032 | 956,920 | 989,272 | ||||
FNMA POOL 545817 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 849,756 | 878,485 | ||||
FNMA POOL 545996 | Federal Agency Obligation | 7% 01 Aug 2032 | 430,687 | 453,891 | ||||
FNMA POOL 555515 | Federal Agency Obligation | 6.5% 01 Dec 2017 | 13,477 | 13,955 | ||||
FNMA POOL 555851 | Federal Agency Obligation | 6.5% 01 Jan 2033 | 820,790 | 848,765 | ||||
FNMA POOL 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 989,326 | 990,059 | ||||
FNMA POOL 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 1,635,324 | 1,636,536 | ||||
FNMA POOL 609781 | Federal Agency Obligation | 6.5% 01 Sep 2016 | 386,775 | 398,212 | ||||
FNMA POOL 634503 | Federal Agency Obligation | 6.5% 01 Mar 2017 | 44,220 | 45,744 | ||||
FNMA POOL 655114 | Federal Agency Obligation | 7.5% 01 Aug 2032 | 6,660 | 7,090 | ||||
FNMA POOL 670385 | Federal Agency Obligation | 6.5% 01 Sep 2032 | 532,203 | 550,342 | ||||
FNMA POOL 687082 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 230,770 | 235,871 | ||||
FNMA POOL 708767 | Federal Agency Obligation | 4% 01 Jun 2018 | 206,710 | 198,938 | ||||
FNMA POOL 725424 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 706,819 | 707,343 | ||||
FNMA POOL 725484 | Federal Agency Obligation | 7% 01 May 2034 | 687,660 | 724,709 | ||||
FNMA POOL 735059 | Federal Agency Obligation | 4% 01 Nov 2019 | 3,284,895 | 3,166,074 | ||||
FNMA POOL 735871 | Federal Agency Obligation | 5.5% 01 Jul 2035 | 1,048,078 | 1,048,136 | ||||
FNMA POOL 745081 | Federal Agency Obligation | 1% 01 Jun 2034 | 1,619,951 | 1,582,870 | ||||
FNMA POOL 745145 | Federal Agency Obligation | 4.5% 01 Dec 2020 | 525,357 | 518,790 | ||||
FNMA POOL 745569 | Federal Agency Obligation | 4% 01 May 2016 | 796,029 | 789,920 | ||||
FNMA POOL 745570 | Federal Agency Obligation | 4.5% 01 May 2016 | 568,197 | 570,001 | ||||
FNMA POOL 745571 | Federal Agency Obligation | 4% 01 May 2021 | 3,181,809 | 3,069,700 | ||||
FNMA POOL 745852 | Federal Agency Obligation | 0.99% 01 Dec 2033 | 264,050 | 272,951 | ||||
FNMA POOL 758938 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 220,441 | 220,604 | ||||
FNMA POOL 763984 | Federal Agency Obligation | 5.5% 01 Dec 2033 | 650,285 | 650,485 | ||||
FNMA POOL 776974 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 406,355 | 406,377 | ||||
FNMA POOL 829028 | Federal Agency Obligation | 4.5% 01 Jul 2020 | 704,601 | 692,809 | ||||
FNMA POOL 835760 | Federal Agency Obligation | 4.5% 01 Sep 2035 | 167,358 | 158,483 | ||||
FNMA POOL 865213 | Federal Agency Obligation | 7% 01 Nov 2029 | 248,955 | 262,550 | ||||
FNMA POOL 881959 | Federal Agency Obligation | 1% 01 Feb 2036 | 730,827 | 740,273 | ||||
FNMA POOL 888100 | Federal Agency Obligation | 5.5% 01 Sep 2036 | 438,793 | 438,844 | ||||
FNMA POOL 888211 | Federal Agency Obligation | 0.99% 01 Feb 2037 | 464,872 | 487,175 | ||||
FNMA POOL 888594 | Federal Agency Obligation | 6% 01 Aug 2022 | 1,000,000 | 1,023,981 | ||||
FNMA POOL 897144 | Federal Agency Obligation | 6% 01 Sep 2036 | 440,483 | 447,395 | ||||
FNMA POOL 901506 | Federal Agency Obligation | 1% 01 Nov 2036 | 493,505 | 499,848 | ||||
FNMA POOL 902307 | Federal Agency Obligation | 6% 01 Nov 2036 | 925,864 | 940,394 | ||||
FNMA POOL 905121 | Federal Agency Obligation | 6% 01 Dec 2036 | 361,534 | 367,207 | ||||
FNMA POOL 908736 | Federal Agency Obligation | 6% 01 Feb 2037 | 960,762 | 975,840 | ||||
FNMA POOL 937666 | Federal Agency Obligation | 6% 01 Jun 2037 | 637,185 | 647,098 | ||||
GNMA I TBA JAN 30 SINGLE FAM | Federal Agency Obligation | 6% 01 Dec 2099 | 600,000 | 614,250 | ||||
GNMA I TBA JAN 30 SINGLE FAM | Federal Agency Obligation | 5.5% 01 Dec 2099 | 300,000 | 302,156 | ||||
GNMA II POOL 003151 | Federal Agency Obligation | 7% 20 Oct 2031 | 81,182 | 85,803 | ||||
GNMA II POOL 003229 | Federal Agency Obligation | 7% 20 Apr 2032 | 34,370 | 36,326 | ||||
GNMA II POOL 003240 | Federal Agency Obligation | 7% 20 May 2032 | 31,715 | 33,521 | ||||
GNMA II POOL 003624 | Federal Agency Obligation | 5.5% 20 Oct 2034 | 747,844 | 749,558 | ||||
GNMA II POOL 003637 | Federal Agency Obligation | 5.5% 20 Nov 2034 | 952,836 | 955,019 | ||||
GNMA II POOL 003774 | Federal Agency Obligation | 5.5% 20 Oct 2035 | 517,654 | 518,847 | ||||
GNMA POOL 592128 | Federal Agency Obligation | 7% 15 Nov 2032 | 9,760 | 10,346 | ||||
GNMA POOL 596796 | Federal Agency Obligation | 7% 15 Dec 2032 | 26,190 | 27,763 | ||||
GNMA POOL 657162 | Federal Agency Obligation | 6% 15 Jul 2037 | 349,240 | 357,602 | ||||
GNMA POOL 671023 | Federal Agency Obligation | 6% 15 Aug 2037 | 118,898 | 121,744 | ||||
TENNESSEE VALLEY AUTH | Federal Agency Obligation | 5.375% 01 Apr 2056 | 235,000 | 249,989 | ||||
AFRICAN DEV BK | Foreign Corporate Debt Obligation | 6.875% 15 Oct 2015 | 310,000 | 349,311 | ||||
ASTRAZENECA PLC | Foreign Corporate Debt Obligation | 5.4% 15 Sep 2012 | 1,240,000 | 1,281,972 | ||||
CANADIAN PAC RY CO NEW | Foreign Corporate Debt Obligation | 5.95% 15 May 2037 | 125,000 | 112,692 | ||||
DBS BK LTD | Foreign Corporate Debt Obligation | 1% 16 May 2017 | 285,000 | 283,728 | ||||
DEUTSCHE BANK AG | Foreign Corporate Debt Obligation | 5.375% 12 Oct 2012 | 985,000 | 1,009,288 | ||||
DEUTSCHE MTG + ASSET RECEVING | Foreign Corporate Debt Obligation | 6.861% 15 Mar 2008 | 224,375 | 223,919 | ||||
DIAGEO CAP PLC | Foreign Corporate Debt Obligation | 5.2% 30 Jan 2013 | 100,000 | 100,457 | ||||
DIAGEO CAP PLC | Foreign Corporate Debt Obligation | 5.875% 30 Sep 2036 | 640,000 | 601,999 | ||||
DIAGEO FIN BV | Foreign Corporate Debt Obligation | 5.5% 01 Apr 2013 | 405,000 | 410,892 | ||||
DU PONT E I DE NEMOURS + CO | Foreign Corporate Debt Obligation | 5% 15 Jan 2013 | 185,000 | 186,167 | ||||
EKSPORTFINANS AS A | Foreign Corporate Debt Obligation | 5.125% 26 Oct 2011 | 70,000 | 72,556 | ||||
ENCANA CORP | Foreign Corporate Debt Obligation | 6.5% 01 Feb 2038 | 770,000 | 795,699 | ||||
ESTEE LAUDER COS INC | Foreign Corporate Debt Obligation | 5.55% 15 May 2017 | 145,000 | 145,725 | ||||
LANDESKREDITBANK BADEN | Foreign Corporate Debt Obligation | 4.875% 13 Jan 2012 | 265,000 | 273,748 | ||||
SABMILLER PLC | Foreign Corporate Debt Obligation | 6.2% 01 Jul 2011 | 55,000 | 57,539 | ||||
SIEMENS FINANCIERINGSMAATSCHAP | Foreign Corporate Debt Obligation | 6.125% 17 Aug 2026 | 660,000 | 653,659 | ||||
TELECOM ITALIA CAP | Foreign Corporate Debt Obligation | 4.95% 30 Sep 2014 | 155,000 | 149,278 | ||||
VALE OVERSEAS LTD | Foreign Corporate Debt Obligation | 6.25% 23 Jan 2017 | 115,000 | 115,357 | ||||
VODAFONE GROUP | Foreign Corporate Debt Obligation | 6.15% 27 Feb 2037 | 80,000 | 79,010 | ||||
CHILE REP | Foreign Government Obligation | 5.5% 15 Jan 2013 | 250,000 | 260,780 | ||||
FINANCEMENT QUE | Foreign Government Obligation | 5% 25 Oct 2012 | 225,000 | 231,280 | ||||
NOVA SCOTIA PROV CDA | Foreign Government Obligation | 5.125% 26 Jan 2017 | 135,000 | 140,667 | ||||
UNITED MEXICAN STATES | Foreign Government Obligation | 6.375% 16 Jan 2013 | 335,000 | 356,273 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Shares or Units | Fair Value | ||||||
UBS AG | Guaranteed Investment Contract | 97,700,856 | 98,530,092 | ||||||
PACIFIC LIFE INS | Guaranteed Investment Contract | 113,341,375 | 113,982,063 | ||||||
JPMORGAN CHASE | Guaranteed Investment Contract | 132,200,626 | 134,650,388 | ||||||
BANK OF AMERICA | Guaranteed Investment Contract | 132,233,196 | 134,685,802 | ||||||
* STATE STREET BANK + TRUST | Guaranteed Investment Contract | 97,635,618 | 98,461,905 | ||||||
MONUMENTAL LIFE | Guaranteed Investment Contract | 157,893,754 | 159,404,536 | ||||||
* PARTICIPANTS LOANS | Loans with interest rates (ranging from 5% to 10.5%) | 84,756,408 | 84,633,902 | ||||||
PIMCO TOTAL RETURN FD | Mutual Fund | 11,511,446 | 123,057,361 | ||||||
BGI EQUITY INDEX FD | Pooled Common Stock | 44,473,926 | 973,089,499 | ||||||
CAPITAL GUARDIAN INTERNATIONAL | Pooled International Common Stock | 4,848,935 | 89,850,764 | ||||||
*MELLON TRUST | Pooled Temporary Investment | 19,086 | 19,086 | ||||||
*STATE STREET BANK + TRUST CO | Pooled Temporary Investment | 90,142,802 | 90,142,802 | ||||||
UNITED STATES TREAS BDS | US Treasury Obligation | 7.875% 15 Feb 2021 | 925,000 | 1,244,125 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 6.375% 15 Aug 2027 | 490,000 | 608,174 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 5.5% 15 Aug 2028 | 495,000 | 560,510 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 7.25% 15 Aug 2022 | 2,210,000 | 2,869,548 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 6.75% 15 Aug 2026 | 350,000 | 448,000 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 5% 15 May 2037 | 1,230,000 | 1,340,604 | |||||
UNITED STATES TREAS BDS | US Treasury Obligation | 4.75% 15 Feb 2037 | 50,000 | 52,328 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 4.25% 15 Nov 2013 | 230,000 | 238,463 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 4.75% 15 May 2014 | 610,000 | 648,649 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 4.875% 30 Jun 2009 | 185,000 | 189,741 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 24% 30 Sep 2009 | 6,275,000 | 6,375,011 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 3.625% 31 Oct 2009 | 2,150,000 | 2,171,165 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 2% 15 Nov 2017 | 2,685,000 | 2,731,778 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 3.375% 30 Nov 2012 | 2,725,000 | 2,715,847 | |||||
UNITED STATES TREAS NTS | US Treasury Obligation | 4.5% 15 May 2010 | 325,000 | 335,842 | |||||
US TREASURY BDS | US Treasury Obligation | 8.125% 15 Aug 2019 | 1,495,000 | 2,015,214 | |||||
US TREASURY BDS | US Treasury Obligation | 6.25% 15 Aug 2023 | 615,000 | 736,319 | |||||
Self-Directed Personal Choice Retirement Account: | |||||||||
GOVERNMENT SECURITIES | U. S. Government Obligations | 565,578 | |||||||
OTHER MARKETABLE SECURITIES | Various | 207,870,127 | |||||||
Total Investments not including the Plan’s Investment in the Master Trust | $ | 3,126,153,038 | |||||||
* | Represents a party-in-interest |
See accompanying report of independent registered public accounting firm.
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Table of Contents
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, 2008 | /s/ Patrick J. Halbach | |
Date | Patrick J. Halbach | |
Authorized Representative |
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