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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, 2009
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, 2009 and 2008 | 5 | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2009 | 6 | |
7-20 | ||
SUPPLEMENTAL SCHEDULE | ||
Schedule I: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2009 | 21-32 | |
33 | ||
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, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. 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, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 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, 2009, 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 18, 2010
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QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in thousands)
December 31, | |||||||
2009 | 2008 | ||||||
Assets | |||||||
Investments, at fair value | $ | 2,705,471 | $ | 2,313,424 | |||
Investment in the Qwest DB/DC Master Trust, at fair value | 219,502 | 152,111 | |||||
Participant loans | 72,635 | 74,499 | |||||
Receivables: | |||||||
Dividends, interest and other | 2,432 | 2,639 | |||||
Securities sold | 4,994 | — | |||||
Total receivables | 7,426 | 2,639 | |||||
Total assets | 3,005,034 | 2,542,673 | |||||
Liabilities | |||||||
Accrued expenses | 1,174 | 678 | |||||
Payables for securities purchased | 7,702 | 128 | |||||
Total liabilities | 8,876 | 806 | |||||
Net assets available for benefits before adjustment | 2,996,158 | 2,541,867 | |||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (25,416 | ) | 19,467 | ||||
Net assets available for benefits | $ | 2,970,742 | $ | 2,561,334 | |||
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
(Dollars in thousands)
Year Ended December 31, 2009 | ||||
Additions (Reductions) to net assets attributed to: | ||||
Investment income: | ||||
Net appreciation in fair value of investments | $ | 340,234 | ||
Interest | 45,365 | |||
Dividends | 20,879 | |||
Plan’s share of the net income of the Qwest DB/DC Master Trust | 55,825 | |||
Total investment income | 462,303 | |||
Investment expense | (1,712 | ) | ||
Net investment income | 460,591 | |||
Contributions: | ||||
Participants’ | 141,678 | |||
Rollovers | 11,645 | |||
Employer’s, net of forfeitures applied | 59,464 | |||
Total contributions | 212,787 | |||
Settlements and other | 593 | |||
Total additions, net | 673,971 | |||
Deductions from net assets attributed to: | ||||
Benefits paid to participants | 261,347 | |||
Administrative expenses | 3,216 | |||
Total deductions | 264,563 | |||
Net increase | 409,408 | |||
Net assets available for benefits: | ||||
Beginning of year | 2,561,334 | |||
End of year | $ | 2,970,742 | ||
The accompanying notes are an integral part of these financial statements.
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QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2009 and 2008
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 occupational and management employees to save on a regular and long-term basis. Occupational employees are defined by the Plan as employees who are represented for collective bargaining purposes by a labor organization within the meaning of the Labor Management Relations Act. Management employees are defined by the Plan as employees who are not occupational employees. 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 effective January 1, 2009 in the following respects:
• | Occupational employees who are hired or rehired on or after January 1, 2009 are eligible to participate in the Plan immediately. Qwest will match 100% of occupational employee contributions up to 3% of eligible compensation. Occupational employees will be eligible to receive matching contributions immediately, and matching contributions are vested 100% after one year of employment; |
• | Occupational participants may elect to make Roth 401(k) contributions; and |
• | Required minimum distribution rules were waived for the 2009 distribution year. |
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 hired or rehired on or after January 1, 2009 are eligible to participate in the Plan immediately. Occupational employees hired before January 1, 2009 were eligible to enter the Plan after completion of three months of service with the Company.
For occupational employees hired or rehired on or after January 1, 2009 and for management employees, the Company matches 100% of participant contributions up to a maximum of 3% of eligible compensation, beginning immediately upon a participant’s hire date. For occupational employees hired before January 1, 2009, the Company matches 81% of participant contributions, up to a maximum of 6% of eligible compensation, beginning after a participant completes one year of service. The Company does not match any participant contributions in excess of the maximum levels noted above.
Participant contributions may be made on a pre-tax, after-tax, or Roth 401(k) basis, or in any combination up to 50% of eligible compensation. Roth 401(k) contributions are made on an after-tax basis; however, unlike regular 401(k) after-tax contributions, participants do not pay taxes on earnings when taking a qualified distribution. As established in Section 402(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), combined pre-tax and Roth 401(k) employee elective contributions were limited to $16,500 for the year ended December 31, 2009.
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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 Code Section 415(c)(1)(A), which is the lesser of 100% of the participant’s compensation or $49,000 for the year ended December 31, 2009. Annual contributions are defined as participant’s contributions and the Company’s matching contributions.
The Plan permits participants who have reached age 50 to make additional catch-up contributions up to certain annual maximum amounts established in Code Section 414(v)(2)(B)(i). The maximum additional contribution was $5,500 for the year ended December 31, 2009. Rollover contributions from other plans, which meet the requirements of the Code, may be made to the Plan.
All Company matching contributions have been designated as participant-directed because participants have the ability to direct the investment of these contributions.
A management participant is 100% vested in the Company’s matching contributions immediately upon entry into the Plan. Occupational participants hired prior to January 1, 2009 become 100% vested in the Company’s matching contributions upon completion of three years of service with the Company. Occupational participants hired or rehired on or after January 1, 2009 become 100% vested in the Company’s matching contributions upon completion of one year of service with the Company.
Investment Advice
Participants have access to investment advice for directing their Plan investments through ING Investment Advisors, LLC.
Investment Options
Participants 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, 2009. These descriptions are not, and are not intended to be, complete descriptions of each investment option’s risk and investment objective and strategy. Participant accounts are not guaranteed and there is risk of loss with each of the investment options. Participants have access to more complete descriptions of the investment options, including risk, through the Plan’s prospectus, fund fact sheets, and by accessing the Plan’s website at https://qwestbenefits.ingplans.com.
• | Interest Income Fund - This core fund emphasizes relatively stable income by investing in investment grade fixed-income investments and synthetic investment contracts with a diversified group of insurance companies, banks and other financial institutions. |
• | Bond Fund - This core 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. |
• | QSIP Destination 2010 through 2050 Funds - These Funds invest in the Plan’s core investment funds (except the Qwest Shares Fund) and may include treasury inflation-indexed securities. The asset mix of each Fund is based on the average investment time horizon, average risk and the performance of various asset classes with the aim of building an asset portfolio that may have a better chance of reaching a specific financial target. |
• | QSIP Destination 65+ and 75+ Funds - These Funds are designed for those who are already in retirement. The 75+ Fund is more conservative than the 65+ Fund. Although these two Funds invest in a greater concentration of lower risk investments, a portion of the assets will continue to be invested in the underlying equity, fixed-income funds and treasury inflation-indexed securities fund to help reduce the risk of inflation after retirement and the risk that an investor will outlive his or her retirement assets. |
• | U. S. Stock Fund - This core fund seeks to provide long-term growth by mirroring both the composition and performance of the Standard & Poor’s 500 Index (“S&P 500 Index”). |
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• | U.S. Small/Mid Cap Stock Fund - This core 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 core fund seeks to provide long-term growth of capital by investing primarily in the stock of companies based outside the United States using multiple investment managers. |
• | Qwest Shares Fund - This core fund provides 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 listed on major United States exchanges. |
Schedule I lists Plan assets held under these investment options as of December 31, 2009.
Beginning March 1, 2010, participants may also choose to invest in a treasury inflation-indexed securities fund. Introduced in 2009, this fund was previously only available as a component of the QSIP Destination Funds. The fund invests primarily in inflation-indexed bonds issued by the U.S. government which are designed to provide a return in excess of inflation over the long-term.
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. 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. Participant loans are valued at amortized cost.
Trust and Recordkeeping Services
State Street Corporation is the Trustee for the Plan. ING, LLC is the Recordkeeper for the Plan.
Tax Status
The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated March 18, 2009 that the Plan is qualified and that the trust established under the Plan is tax-exempt under the applicable sections of the Code.
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.
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 Code and the Plan. Participants also may make in-service voluntary withdrawals and hardship withdrawals if certain criteria are met in accordance with the terms of the Code and the Plan.
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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Voting Rights
Each participant receives voting rights on shares of Qwest common stock held in his or her Plan account.
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 and these financial statements together with the supplemental schedule are in accordance with the financial reporting requirements of ERISA.
Reclassifications
Certain reclassifications to the 2008 financial statements have been made to conform to the current year presentation.
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. The most important of these estimates relates to fair value measurements of the Plan investments. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (the “FASB”) issued FASB Staff Position (“FSP”) 157-4, “Disclosures Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are Not Orderly,” which amended Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standards No. 157). This guidance expanded financial statement disclosures and requires that major categories for debt and equity securities be determined on the basis of the nature and risks of the investments. The FSP was effective for reporting periods ending after June 15, 2009. The effect of the adoption of the FSP had no impact on the statements of net assets available for benefits or the statement of changes in net assets available for benefits.
In March 2008, the FASB issued ASC 815 (formerly Statement of Financial Accounting Standards No. 161), “Disclosures about Derivative Instruments and Hedging Activities,” which was effective for the Plan beginning on January 1, 2009. This pronouncement is intended to improve financial reporting through enhanced disclosures about derivative instruments and hedging activities. The effect of the adoption of ASC 815 had no impact on the statements of net assets available for benefits or the statement of changes in net assets available for benefits.
In September 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent).” The ASU amends ASC 820 for measuring the fair value of investments in certain entities that do not have a quoted market price, but calculate net asset value per share or its equivalent. The guidance in ASU 2009-12 is effective for the Plan for the year ended December 31, 2009. The effect of the adoption of the ASU had no impact on the statements of net assets available for benefits or the statement of changes in net assets available for benefits.
Recently Issued Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements.” The ASU amends ASC 820 to add new requirements for disclosures about significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. See Note 3 - Fair Value of Financial Instruments for more information on the three levels of the fair value hierarchy. This ASU also clarifies
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existing fair value disclosures about the level of disaggregation and requires disclosures about inputs and valuation techniques used to measure fair value. The guidance in the ASU is effective for the Plan beginning on January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which will be effective for the Plan beginning on January 1, 2011. Plan management does not expect the adoption of this pronouncement to have a material impact on the Plan’s financial statements.
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 or depreciation in fair value of investments. Net realized and unrealized gains and losses are the difference between the fair value at the beginning of the year (or date purchased during the year) and the selling price or the fair value at the end of the year.
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.
Participant Distributions
Participant distributions are recorded when paid.
Note 3: Fair Value of Financial Instruments
Investments are reported at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable participants who are willing and able to transact for an asset or liability at the financial statement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB.
The three levels of the fair value hierarchy as defined by the FASB are as follows:
Input Level | Description of Input | |
Level 1 | Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | |
Level 2 | Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 | Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Plan does not contain any investments that are valued using Level 3 valuation techniques. |
The tables below present the fair value of assets by category, including investments held within the Qwest DB/DC Master Trust (“MT”), and the input levels used to determine these fair values as of December 31, 2009 and 2008:
Fair value of assets as of December 31, 2009 | |||||||||
Level 1 | Level 2 | Total | |||||||
(Dollars in thousands) | |||||||||
Treasury inflation-indexed securities(a ) | $ | 30,367 | $ | — | $ | 30,367 | |||
Investment grade bonds(b) | 158,701 | 200,209 | 358,910 | ||||||
Synthetic investment contracts(c) | — | 789,635 | 789,635 | ||||||
Qwest common stock(d) | 183,595 | — | 183,595 | ||||||
Large cap U.S. stocks(e) | — | 715,997 | 715,997 | ||||||
Small-mid cap U.S. stocks(f) | 216,168 | — | 216,168 |
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Non-U.S. stocks(g) | — | 412,651 | 412,651 | ||||||||
Short-term investment fund(h) | — | 22,105 | 22,105 | ||||||||
Personal Choice Retirement Account®(i) | 193,243 | 2,033 | 195,276 | ||||||||
MT securities lending collateral(j) | — | 55,955 | 55,955 | ||||||||
MT securities lending obligation(j) | — | (56,050 | ) | (56,050 | ) | ||||||
Total investments | $ | 782,074 | $ | 2,142,535 | 2,924,609 | ||||||
Plan participant loans | 72,635 | ||||||||||
Dividends, interest and other receivables | 2,432 | ||||||||||
Securities sold receivables | 4,994 | ||||||||||
Accrued expenses | (1,174 | ) | |||||||||
Payables for securities purchased | (7,702 | ) | |||||||||
MT interest and dividends receivable | 531 | ||||||||||
MT administrative and investment expenses payable | (167 | ) | |||||||||
Net assets available for benefits before adjustment | $ | 2,996,158 | |||||||||
Fair value of assets as of December 31, 2008 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
(Dollars in thousands) | |||||||||||
Treasury inflation-indexed securities(a) | $ | — | $ | — | $ | — | |||||
Investment grade bonds(b) | 98,464 | 194,918 | 293,382 | ||||||||
Synthetic investment contracts(c) | — | 779,480 | 779,480 | ||||||||
Qwest common stock(d) | 167,361 | — | 167,361 | ||||||||
Large cap U.S. stocks(e) | — | 576,371 | 576,371 | ||||||||
Small-mid cap U.S. stocks(f) | 151,252 | — | 151,252 | ||||||||
Non-U.S. stocks(g) | — | 314,705 | 314,705 | ||||||||
Short-term investment fund(h) | — | 36,647 | 36,647 | ||||||||
Personal Choice Retirement Account®(i) | 144,177 | 3,545 | 147,722 | ||||||||
MT securities lending collateral(j) | — | 38,644 | 38,644 | ||||||||
MT securities lending obligation(j) | — | (39,702 | ) | (39,702 | ) | ||||||
Total investments | $ | 561,254 | $ | 1,904,608 | 2,465,862 | ||||||
Plan participant loans | 74,499 | ||||||||||
Dividends, interest and other receivables | 2,639 | ||||||||||
Accrued expenses | (678 | ) | |||||||||
Payables for securities purchased | (128 | ) | |||||||||
MT interest and dividends receivable | 440 | ||||||||||
MT net pending security trades payable | (702 | ) | |||||||||
MT administrative and investment expenses payable | (65 | ) | |||||||||
Net assets available for benefits before adjustment | $ | 2,541,867 | |||||||||
Plan assets are invested in various asset categories utilizing multiple strategies and investment managers. For several of the investments in the table above and discussed below, the Plan owns units in commingled funds that invest in various types of assets. Interests in commingled funds are valued using the net asset value (“NAV”) per unit of each fund. The NAV reported by the fund manager is based on the market value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding. All commingled funds held by the Plan can be redeemed at NAV and are classified as Level 2. Below is an overview of the asset categories, the underlying strategies and valuation inputs used to value the assets in the table above, including the values of investments in the MT:
(a) Treasury inflation-indexed securities - This asset category represents an investment in a mutual fund that invests primarily in inflation-indexed bonds issued by the U.S. government. These securities are designed to provide a return in excess of inflation over longer time periods. Mutual funds are valued at the last published price reported on the major market on which the mutual funds are traded and are classified as Level 1.
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(b) Investment grade bonds - This asset category represents an investment in a mutual fund and investments in individual U.S. treasury securities and other investment grade fixed-income securities with characteristics similar to the Barclays Capital U.S. Aggregate Bond Index. This index is comprised of U.S. treasury securities, U.S. governmental agencies, corporate bonds, mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities. Mutual funds are valued at the last published price reported on the major market on which the mutual funds are traded and are classified as Level 1. Treasury securities are valued at the bid price reported in the active market in which the security is traded and are classified as Level 1. Valuations of other investment grade bonds are based on a spread to U.S. treasury securities and consider yields available on comparable securities of issuers with similar credit ratings and are classified as Level 2.
(c) Synthetic investment contracts - This asset category represents investments in funds that seek to earn returns similar to intermediate-term investment grade bonds with a relatively low level of risk. The funds achieve these objectives by investing in fixed-income securities and synthetic investment contracts described in Note 4 - Synthetic Investment Contracts that are designed to stabilize the fund’s NAV. The fair value of the synthetic investment contracts is based on the underlying investments and includes the fair value of the associated wrapper contracts, as defined in Note 4 - Synthetic Investment Contracts. The underlying investments are commingled funds valued at NAV and are classified as Level 2.
(d) Qwest common stock - This asset category represents investments in Qwest common stock valued at the last published bid price reported and is classified as Level 1.
(e) Large cap U.S. stocks - This asset category represents an investment in a commingled fund that invests in the 500 stocks included in the S&P 500 Index. The fund seeks to closely reproduce the returns of the U.S. stock market captured by this index. This commingled fund is valued at the NAV and is classified as Level 2.
(f) Small-mid cap U.S. stocks - This asset category represents investments in the individual securities of the small and middle capitalization companies included in the Russell 2500 Index. The investment strategy includes a passively managed portfolio designed to track the performance of the Russell 2500 Index and an actively managed portfolio whose objective is to outperform the index. Individual U.S. stocks are valued at the last published price reported on the major market on which the individual securities are traded and are classified as Level 1.
(g) Non-U.S. stocks - This asset category represents investments in commingled funds that invest in individual securities of companies based in developed countries outside the U.S. as represented by the MSCI World Ex-U.S. Index. The investment strategy includes a passively managed fund designed to track the performance of the index and actively managed funds whose objective is to outperform the index. These commingled funds are valued at the NAV and are classified as Level 2.
(h) Short-term investment fund - This asset category represents investments in commingled funds that invest in short-term investment grade securities. These commingled funds are valued at the NAV and are classified as Level 2.
(i) Personal Choice Retirement Account® - This asset category represents a separate brokerage account that offers access to a wide range of investment opportunities including mutual funds and most common stocks listed on major U.S. exchanges and fixed-income securities. The fair value of common stocks, mutual funds and exchange traded funds that are publicly traded on major market exchanges are valued at the last published price reported on the major market on which the individual securities are traded and are classified as Level 1. U.S. treasury securities are valued at the bid price reported in the active market in which the securities are traded and are classified as Level 1. Valuations of other fixed-income securities are based on a spread to U.S. treasury securities and consider yields available on comparable securities of issuers with similar credit ratings and are classified as Level 2.
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(j) MT securities lending collateral and obligation - This asset category represents securities lending transactions whereby the MT’s lending agent lends equity investments of the MT to other third-party investment firms in exchange for cash collateral. The equity securities are generally loaned for a period of less than one month and can be recalled on a day’s notice. Under the terms of its securities lending agreement, the MT typically requires cash collateral of a value in excess of the fair value of the loaned investments. Cash collateral received is then invested in certain collective investment vehicles maintained by the lending agent. Upon the maturity of the agreement, the borrower must return the same, or substantially the same, investments that were borrowed and the MT returns the cash collateral. The value of the obligation is a fixed amount based on the cash collateral received and is classified as Level 2. The collateral received is invested in collective investment vehicles that are comprised of short-term investment grade bonds and cash equivalents, the valuation of which is described above, and are classified as Level 2.
For commingled funds described above, the Plan owns units in funds that invest in various types of assets. The funds give investors the right, subject to predetermined redemption procedures, to redeem their investment at NAV. The following table is a summary of the fair value, redemption frequency and redemption notice period as of December 31, 2009:
Fair Value | Redemption Frequency | Redemption Notice Period | |||||
(Dollars in thousands) | |||||||
Synthetic investment contracts | $ | 789,635 | Daily | Immediate | |||
Large cap U.S. stocks | 715,997 | Daily | Immediate | ||||
Non-U.S. stocks: | 256,128 | See Note (a) below | See Note (a) below | ||||
156,523 | Daily | Immediate | |||||
Short-term investment fund | 22,105 | Daily | Immediate | ||||
Total | $ | 1,940,388 |
(a) There were no Plan or participant-directed redemption restrictions at December 31, 2009. However, due to the substantial disruption to the market and economic crisis that occurred in 2008 and to protect the interests of all investors, the investment manager has limited monthly Plan-directed withdrawals of this fund to a maximum of 4% of the fund’s outstanding balance. This restriction was implemented in October of 2008. The Plan is currently transferring 4% of the balance at NAV on a monthly basis from this fund into two other funds that have the same overall investment objective but do not participate in securities lending. The Plan can withdraw completely from this fund at any time at an exit price that may be different from the reported NAV. If the Plan had decided to completely withdraw from this fund at December 31, 2009, it would have recognized a loss of approximately $417,000 representing this difference between the reported NAV and the estimated December 31, 2009 exit price. The Plan currently has no intention to withdraw from the fund other than the 4% monthly rate as described above unless the restriction is removed by the investment manger. As such, the investment in this fund has been valued at NAV and classified as Level 2 within the fair value hierarchy. Given the existing market conditions, the Plan cannot estimate how long this restriction will remain in effect. The investment manager, at its discretion, may relax these restrictions if market conditions warrant.
Note 4: Synthetic Investment Contracts
The Plan’s Interest Income Fund held five wrapper contracts with five banks or insurance companies in 2009 and 2008. A wrapper contract is an investment contract issued by an insurance company or other financial institution, designed to provide a contract value around a portfolio of fixed-income securities held in a trust for plan participants. The objectives of the wrapper contracts are to provide preservation of principal, maintain a stable interest rate and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provisions of the Plan. The investment contracts do not provide a guarantee of principal and as with all investment options there is risk of loss. Investment gains and losses are amortized over the duration of the underlying assets, through adjustments to the crediting rate.
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The estimated fair value of the contracts was approximately $790 million and $779 million as of December 31, 2009 and 2008, respectively. This compares to contract values of approximately $764 million and $799 million as of December 31, 2009 and 2008, respectively. The fair values of investment contracts and fully benefit-responsive wrappers are reported together since the value of the wrappers is typically insignificant to the related underlying investment contracts. These investments are classified as Level 2.
At December 31, 2009 and 2008, the average crediting rates on these contracts were 4.20% and 4.30%, respectively. For the years ended December 31, 2009 and 2008, the average annual yield earned on these contracts was 3.14% and 6.75%, respectively.
The crediting rate is primarily based on the current yield to maturity of the covered investments, plus or minus amortization of the difference between the fair value and the contract value of the covered investments at the time of computation. The crediting rate is impacted by the change in the annual effective yield to maturity of the underlying securities, as well as by the differential between the contract value and the market value of the covered investments. Changes to factors that affect the fair value of underlying securities between interest rate reset periods can affect the impact the crediting rate has on the contract to market difference amortization. The crediting rate can be adjusted periodically and is usually adjusted monthly, but in no event is the crediting rate less than zero percent.
The resulting gains and losses in the fair value of the underlying investments relative to the wrapper contract value are represented in the adjustment from fair value to contract value for fully benefit-responsive investment contracts line item in the statement of net assets available for benefits. If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. As such, the embedded market value losses will be amortized in the future through a lower interest crediting rate. However, if the adjustment from fair value to contract value is negative for a given contract, this indicates that the wrapper contract value is less than the fair value of the underlying investments. As such, the embedded fair value gains will be amortized in the future through a higher interest crediting rate.
Certain events limit the ability of the Plan to transact at contract value with the issuer and could result immediate recognition of market gains or losses for plan participants if the market value of the underlying investments differs from the contract value. 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 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 fair value of the underlying investments.
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Note 5: Investments
The following table presents investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008:
December 31, | ||||||
2009 | 2008 | |||||
(Dollars and shares in thousands) | ||||||
Barclays Global Investors Equity Index Fund, 40,867 and 41,736 shares, respectively | $ | 715,997 | $ | 576,371 | ||
IGT Invesco Short-term Bond Fund, 364,976 and 290,090 shares, respectively | $ | 374,550 | $ | 372,399 | ||
IGT Invesco Multi-Manager A or Better Intermediate Government/Credit Fund, 277,882 and 234,533 shares, respectively | $ | 293,284 | $ | 288,794 | ||
MSCI World Excluding U.S. Securities Lending Series Fund, 29,128 and 40,344 shares, respectively | $ | 247,852 | $ | 255,420 | ||
Investment in the Qwest DB/DC Master Trust | $ | 219,502 | $ | 152,111 | ||
Qwest common stock, 43,609 and 45,978 shares, respectively | $ | 183,595 | $ | 167,361 |
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value for the year ended December 31, 2009 as follows:
Year Ended December 31, 2009 | ||||
(Dollars in thousands) | ||||
Treasury inflation-indexed securities | $ | 2,228 | ||
Investment grade bonds | 15,137 | |||
Qwest common stock | 26,522 | |||
Large cap U.S. stocks | 154,301 | |||
Non-U.S. stocks | 103,797 | |||
Short-term investment fund | (8 | ) | ||
Personal Choice Retirement Account® | 38,257 | |||
Net appreciation in fair value of investments | $ | 340,234 | ||
Note 6: Master Trust Investment
The 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 The Bank of New York Mellon of New England, N.A.
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The Plan’s interest in the net assets of the MT is included in the accompanying statements of net assets available for benefits. A summary of the net assets of the MT as of December 31, 2009 and 2008 is as follows:
December 31, | ||||||||
2009 | 2008 | |||||||
(Dollars in thousands) | ||||||||
Investments, at fair value: | ||||||||
Investment grade bonds | $ | 354 | $ | 279 | ||||
Small-mid cap U.S. stocks | 161,948 | 114,170 | ||||||
Small-mid cap U.S. stocks loaned | 54,220 | 37,082 | ||||||
Short-term investment fund | 2,711 | 1,965 | ||||||
Total investments, at fair value | 219,233 | 153,496 | ||||||
Securities lending collateral | 55,955 | 38,644 | ||||||
Securities lending obligation | (56,050 | ) | (39,702 | ) | ||||
Interest and dividends receivable | 531 | 440 | ||||||
Net pending security trades payable | — | (702 | ) | |||||
Administrative and investment expenses payable | (167 | ) | (65 | ) | ||||
Net assets of the MT | $ | 219,502 | $ | 152,111 | ||||
The Plan currently owns 100% of the interest in the net assets of the MT. The Pension Plan does not currently participate in the MT, but may do so in future years if QAM determines that the MT provides an appropriate investment vehicle for Pension Plan assets.
The MT participates in securities lending transactions whereby the Plan’s lending agent lends investments of the MT to other third-party investment companies in exchange for a cash collateral. The securities are generally loaned for a period of less than a month and can be recalled on a day’s notice. Under the terms of its securities lending agreement, the MT typically requires collateral of a value equal to 102%, for U.S. securities, or 105%, for foreign securities, of the then fair value of the loaned investments. Collateral is then invested in certain collective investment vehicles maintained by the lending agent. Upon the maturity of the agreement, the borrower must return the same, or substantially the same, investments that were borrowed and the MT returns the collateral. The risks to the MT of securities lending transactions are that (1) the borrower may not provide additional collateral when required, (2) the borrower may not return the investments when due or (3) the earnings on the collateral investments may be negative requiring the MT to assume additional collateral obligations. Investments loaned under securities lending transactions totaled approximately $54 million and $37 million as of December 31, 2009 and 2008, respectively. The MT recognizes the securities loaned as an asset and records a corresponding asset and liability for the collateral held and for its obligation to return the collateral to the borrower. Financial instruments held as collateral totaled approximately $56 million and $39 million as of December 31, 2009 and 2008, respectively. Income from securities lending transactions totaled approximately $267,000 for the year ended December 31, 2009.
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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 ended December 31, 2009 are as follows:
Year Ended December 31, 2009 | ||||
(Dollars in thousands) | ||||
Net investment income: | ||||
Net appreciation (depreciation) in fair value of investments: | ||||
Small-mid cap U.S. stocks | $ | 51,956 | ||
Small-mid cap U.S. stocks loaned | 963 | |||
Short-term investment fund | (20 | ) | ||
Total net appreciation | 52,899 | |||
Interest, dividends and other income | 3,270 | |||
Net investment income | 56,169 | |||
Administrative and investment expenses | (344 | ) | ||
Net income | $ | 55,825 | ||
Note 7: 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, 2009, forfeitures of approximately $71,000 were used to reduce employer contributions.
Company contributions for the year ended December 31, 2009 are shown net of forfeitures applied. Unapplied forfeitures were approximately $35,000 as of December 31, 2009.
Note 8: Plan Termination
The Company has no current intention to terminate the Plan; however, 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 9: Reconciliation of Financial Statements to Form 5500
Each year, pursuant to ERISA Sections 104 and 4065 and Code Section 6058, the Plan files its Form 5500, which is used to report information concerning employee benefit plans and generally satisfies annual reporting requirements for the IRS and the Department of Labor. 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 reported on the financial statements to net assets reported on Form 5500 as of December 31, 2009 and 2008:
December 31, | ||||||||
2009 | 2008 | |||||||
(Dollars in thousands) | ||||||||
Net assets available for benefits reported on the financial statements | $ | 2,970,742 | $ | 2,561,334 | ||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | 25,416 | (19,467 | ) | |||||
Less amounts allocated to withdrawing participants | (645 | ) | (1,182 | ) | ||||
Net assets reported on Form 5500 (unaudited) | $ | 2,995,513 | $ | 2,540,685 | ||||
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The following is a reconciliation of net appreciation in fair value of investments reported on the financial statements to investment gain reported on Form 5500 for the year ended December 31, 2009:
Year Ended December 31, 2009 | |||
(Dollars in thousands) | |||
Net investment income reported on the financial statements | $ | 460,591 | |
Add investment expenses | 1,712 | ||
Add adjustment from fair value to contract value for fully benefit-responsive investment contracts | 44,883 | ||
Investment gain reported on Form 5500 (unaudited) | $ | 507,186 | |
The following is a reconciliation of benefits paid to participants reported on the financial statements to benefit payments reported on Form 5500 for the year ended December 31, 2009:
Year Ended December 31, 2009 | ||||
(Dollars in thousands) | ||||
Benefits paid to participants reported on the financial statements | $ | 261,347 | ||
Add amounts allocated to withdrawing participants at end of period | 645 | |||
Less amounts allocated to withdrawing participants at beginning of period | (1,182 | ) | ||
Benefit payments reported on Form 5500 (unaudited) | $ | 260,810 | ||
Note 10: 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 11: Related-Party Transactions
The Plan invests in certain commingled funds and short-term investment funds managed by the Plan’s various investment managers; therefore, these transactions qualify as party-in-interest transactions. The Plan reimbursed Qwest approximately $725,000 for certain qualifying administrative expenses in 2009. 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 12: Concentrations, Risks and Uncertainties
As described in Note 1 - Plan Description, the Plan provides participants with various investment options. Investments, 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 investments, changes in market value may occur in the near term and these changes could materially affect the amounts reported in the statements of net assets available for benefits. As described in Note 3 - Fair Value of Financial Instruments, in addition to direct investments in stocks and fixed-income securities, the Plan invests in commingled funds and mutual funds. Several of these funds may engage in securities lending and use derivatives in the management of their portfolios.
With the exception of Qwest common stock in the Qwest Shares Fund, the Plan does not have a significant concentration of risk in the core investment options which are broadly diversified across sectors and individual companies. The increase in the value of the Qwest common stock held by the Plan was $27 million for the year ended December 31, 2009.
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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’s assets invested in Qwest common stock.
The Plan was a class member in a class action lawsuit against Qwest and others (In re Qwest Communications International Inc. Securities Litigation). An independent fiduciary was retained to act on behalf of the Plan with respect to the Plan’s participation in the settlement arising from this action. The Plan received a final settlement of approximately $28 million in 2010. The Plan also received residual distributions in aggregate of $588,000 during 2009 from prior settlements, which amount is shown within settlements and other on the statement of changes in net assets available for benefits.
Note 13: Subsequent Event
Qwest Merger Agreement
On April 21, 2010, Qwest entered into a merger agreement whereby CenturyLink, Inc. (“CenturyLink”) will acquire Qwest in a tax-free, stock-for-stock transaction. Under the terms of the agreement, Qwest shareholders will receive 0.1664 shares of CenturyLink stock for each share of Qwest common stock they own at closing. At closing, CenturyLink shareholders are expected to own approximately 50.5% and Qwest shareholders are expected to own approximately 49.5% of the combined company. Completion of this transaction is subject to approval by the shareholders of both companies, various federal and state regulatory approvals as well as other customary closing conditions. The companies anticipate closing this transaction in the first half of 2011. It has not yet been determined what impact this transaction will have, if any, on the Plan.
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Qwest Savings & Investment Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2009
Schedule I
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity | Shares or Units | Current Value | |||||
Capital Auto Receivables Tr 2007 2 | Asset Backed Security | 5.39% 18 Feb 2014 | 445,000 | $ | 465,086 | ||||
Ford Credit Auto Owner Tr | Asset Backed Security | 5.16% 15 Apr 2013 | 960,000 | 1,012,576 | |||||
Capital Auto Receivables Asst | Asset Backed Security | 5.3% 15 May 2014 | 430,000 | 453,155 | |||||
Harley Davidson Motorcycle | Asset Backed Security | 5.52% 15 Nov 2013 | 345,000 | 362,256 | |||||
Nissan Auto Receivables Owner | Asset Backed Security | 5.05% 17 Nov 2014 | 340,000 | 358,531 | |||||
Honda Auto Receivables 2008 1 | Asset Backed Security | 4.88% 18 Sep 2014 | 325,000 | 342,240 | |||||
Volkswagen Auto Loan Enhanced Tr | Asset Backed Security | 4.5% 20 Jul 2012 | 295,000 | 302,328 | |||||
Capital One Multi Asset | Asset Backed Security | 5.05% 15 Feb 2016 | 735,000 | 782,299 | |||||
Chait 2009 A3 A3 | Asset Backed Security | 2.4% 17 Jun 2013 | 565,000 | 571,646 | |||||
Chase Issuance Tr | Asset Backed Security | 5.4% 15 Jul 2015 | 515,000 | 558,756 | |||||
Citibank Credit Card Issuance Tr | Asset Backed Security | 5.35% 07 Feb 2020 | 215,000 | 227,813 | |||||
JP Morgan Chase Commercial Mortgage Secs | Collateralized Mortgage Obligation | 5.134% 15 May 2047 | 775,000 | 741,086 | |||||
DLJ Commercial Mortgage Corp | Collateralized Mortgage Obligation | 7.18% 10 Nov 2033 | 627,806 | 639,508 | |||||
GS Mortgage Securities Corp II | Collateralized Mortgage Obligation | 6.878% 03 May 2018 | 570,000 | 606,779 | |||||
GS Mortgage Securities Tr 2007 Gg10 | Collateralized Mortgage Obligation | 5.805084% 10 Aug 2045 | 655,000 | 562,412 | |||||
Morgan Stanley Cap I Tr | Collateralized Mortgage Obligation | 5.810438% 12 Aug 2041 | 635,000 | 543,851 | |||||
Bear Stearns Commercial Mortgage Securities | Collateralized Mortgage Obligation | 5.742% 11 Sep 2042 | 575,000 | 520,348 | |||||
Wachovia Bank Commercial Mortgage Tr Mtg | Collateralized Mortgage Obligation | 5.272% 15 Nov 2048 | 510,000 | 519,809 | |||||
GMAC Coml Mtg Sec Inc | Collateralized Mortgage Obligation | 5.785% 15 Nov 2039 | 427,061 | 434,482 | |||||
Four Times Square Tr | Collateralized Mortgage Obligation | 7.795% 15 Apr 2015 | 410,000 | 418,075 | |||||
Credit Suisse First Boston Mortgage | Collateralized Mortgage Obligation | 4.681% 15 Apr 2037 | 365,000 | 368,210 | |||||
JP Morgan Chase Commercial Mortgage Secs | Collateralized Mortgage Obligation | 5.44% 12 Jun 2047 | 405,000 | 352,822 | |||||
LB UBS Coml Mtg Tr | Collateralized Mortgage Obligation | 5.858% 20 Jul 2040 | 400,000 | 337,757 | |||||
JP Morgan Chase Commercial Mortgage Sec | Collateralized Mortgage Obligation | 4.625% 15 Mar 2046 | 322,422 | 322,135 | |||||
Bear Stearns Commercial Mortgage | Collateralized Mortgage Obligation | 5.471% 12 Jan 2045 | 335,000 | 317,051 | |||||
Comm 2001 J2 | Collateralized Mortgage Obligation | 5.447% 16 Jul 2034 | 286,894 | 295,040 | |||||
Credit Suisse Commercial Mortgage Tr | Collateralized Mortgage Obligation | 5.343% 15 Dec 2039 | 375,000 | 283,562 | |||||
Credit Suisse First Boston Mortgage | Collateralized Mortgage Obligation | 4.666% 15 Mar 2036 | 225,000 | 230,210 | |||||
Commercial Mtg Asset Tr | Collateralized Mortgage Obligation | 7.737% 17 Nov 2032 | 210,000 | 226,066 |
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Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
Morgan Stanley Dean Witter Cap | Collateralized Mortgage Obligation | 4.18% 12 Mar 2035 | 165,865 | 168,082 | ||||
LB UBS Coml Mtg Tr | Collateralized Mortgage Obligation | 5.588% 15 Sep 2045 | 150,000 | 151,925 | ||||
JP Morgan Chase Mtg Secstr | Collateralized Mortgage Obligation | 5.794% 12 Feb 2051 | 120,000 | 104,680 | ||||
Comm Mtg Tr | Collateralized Mortgage Obligation | 5.792539% 10 Jun 2046 | 95,000 | 75,867 | ||||
Credit Suisse First Boston Mortgage | Collateralized Mortgage Obligation | 3.861% 15 Mar 2036 | 4,467 | 4,467 | ||||
Barclays Global Investor Equity Index Fund | Commingled Fund | 40,867,427 | 715,997,325 | |||||
Capital Guardian International | Commingled Fund | 1,948,520 | 27,220,827 | |||||
MSCI World Excluding U.S. Securities Lending Fund | Commingled Fund | 29,128,268 | 247,852,436 | |||||
BGI Active International Equity Fund | Commingled Fund | 2,821,421 | 49,487,727 | |||||
*Qwest Communications International Inc | Common Stock | 43,609,248 | 183,594,934 | |||||
Financing Corp Cpn Fico Strp | Component 0% | 0% 06 Apr 2017 | 1,458,000 | 1,067,246 | ||||
Financing Corp Princ Fico Strp | Component 0% | 0% 27 Dec 2018 | 275,000 | 181,272 | ||||
Citigroup Funding Inc | Corporate Bonds | 1.875% 15 Nov 2012 | 2,580,000 | 2,573,349 | ||||
Kreditanstalt Fur Wiederaufbau | Corporate Bonds | 3.5% 10 Mar 2014 | 1,555,000 | 1,598,025 | ||||
Citigroup Funding Inc | Corporate Bonds | 2% 30 Mar 2012 | 1,400,000 | 1,411,381 | ||||
United States Central Federal Cred | Corporate Bonds | 1.9% 19 Oct 2012 | 1,385,000 | 1,383,917 | ||||
Financing Corp Cpn Fico Strips | Corporate Bonds | 0% 03 Aug 2015 | 1,365,000 | 1,103,132 | ||||
Anheuser Busch Inbev Sa | Corporate Bonds | 5.375% 15 Nov 2014 | 960,000 | 1,016,406 | ||||
General Electric Cap Corp | Corporate Bonds | 5.875% 14 Jan 2038 | 1,035,000 | 958,289 | ||||
Time Warner Cable Inc | Corporate Bonds | 7.3% 01 Jul 2038 | 725,000 | 803,748 | ||||
Dominion Res Inc | Corporate Bonds | 7% 15 Jun 2038 | 660,000 | 760,382 | ||||
Dow Chem Co | Corporate Bonds | 8.55% 15 May 2019 | 610,000 | 727,818 | ||||
Duke Energy Corp New | Corporate Bonds | 5.65% 15 Jun 2013 | 675,000 | 724,079 | ||||
Bank Of America Corp | Corporate Bonds | 6.5% 01 Aug 2016 | 660,000 | 709,713 | ||||
Citigroup Inc | Corporate Bonds | 6% 15 Aug 2017 | 690,000 | 689,736 | ||||
Capital One Bank Usa Na | Corporate Bonds | 8.8% 15 Jul 2019 | 570,000 | 673,550 | ||||
Comcast Corp | Corporate Bonds | 6.5% 15 Jan 2015 | 595,000 | 666,611 | ||||
General Electric Cap Corp | Corporate Bonds | 6% 07 Aug 2019 | 635,000 | 659,143 | ||||
GMAC LLC | Corporate Bonds | 1.75% 30 Oct 2012 | 655,000 | 650,736 | ||||
Goldman Sachs Group Inc | Corporate Bonds | 6.25% 01 Sep 2017 | 600,000 | 643,448 | ||||
Oncor Electric Delivery Co | Corporate Bonds | 6.375% 01 May 2012 | 570,000 | 615,626 | ||||
Time Warner Cable Inc | Corporate Bonds | 5% 01 Feb 2020 | 625,000 | 606,082 | ||||
JP Morgan Chase & Co Formerly | Corporate Bonds | 6% 15 Jan 2018 | 560,000 | 601,997 | ||||
CDP Financial | Corporate Bonds | 3% 25 Nov 2014 | 600,000 | 585,486 | ||||
News America Inc | Corporate Bonds | 6.65% 15 Nov 2037 | 550,000 | 580,969 | ||||
New York Life Global Fdg | Corporate Bonds | 5.25% 16 Oct 2012 | 540,000 | 579,118 | ||||
Alabama Power Co | Corporate Bonds | 6.125% 15 May 2038 | 525,000 | 560,699 | ||||
Morgan Stanley | Corporate Bonds | 5.375% 15 Oct 2015 | 535,000 | 552,792 | ||||
Kraft Foods Inc | Corporate Bonds | 6% 11 Feb 2013 | 510,000 | 546,928 | ||||
Regions Bank Fdic Gtd Tlgp | Corporate Bonds | 3.25% 09 Dec 2011 | 520,000 | 539,598 | ||||
Deutsche Bank Ag | Corporate Bonds | 5.375% 12 Oct 2012 | 485,000 | 523,584 | ||||
Boeing Co | Corporate Bonds | 3.75% 20 Nov 2016 | 540,000 | 522,024 | ||||
Wyeth | Corporate Bonds | 5.5% 15 Feb 2016 | 485,000 | 521,311 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
UnitedHealth Group Inc | Corporate Bonds | 6.625% 15 Nov 2037 | 520,000 | 520,930 | ||||
Goldman Sachs Group Inc Fdic | Corporate Bonds | 1.625% 15 Jul 2011 | 515,000 | 519,606 | ||||
Encana Corp | Corporate Bonds | 6.5% 01 Feb 2038 | 470,000 | 511,778 | ||||
Cisco Systems Inc | Corporate Bonds | 5.5% 15 Jan 2040 | 535,000 | 511,572 | ||||
General Mls Inc | Corporate Bonds | 5.65% 10 Sep 2012 | 470,000 | 511,302 | ||||
Agribank Fcb | Corporate Bonds | 9.125% 15 Jul 2019 | 465,000 | 511,013 | ||||
Citigroup Inc | Corporate Bonds | 5.3% 07 Jan 2016 | 525,000 | 510,854 | ||||
Sovereign Bank FDIC Gtd Tlgp | Corporate Bonds | 2.75% 17 Jan 2012 | 495,000 | 508,095 | ||||
Export Import Bank Korea | Corporate Bonds | 5.875% 14 Jan 2015 | 465,000 | 499,993 | ||||
National Rural Utilities Coop Fin | Corporate Bonds | 10.375% 01 Nov 2018 | 375,000 | 496,904 | ||||
AT&T Inc | Corporate Bonds | 6.8% 15 May 2036 | 460,000 | 489,896 | ||||
Credit Suisse First Boston | Corporate Bonds | 5% 15 May 2013 | 455,000 | 485,228 | ||||
American Express Centurion Bank | Corporate Bonds | 5.55% 17 Oct 2012 | 450,000 | 481,243 | ||||
Mass Mutual Life Insurance Co | Corporate Bonds | 8.875% 01 Jun 2039 | 390,000 | 478,315 | ||||
Eksportfinans A S A | Corporate Bonds | 5.5% 26 Jun 2017 | 435,000 | 460,669 | ||||
Bank Of America Corp Medium Term | Corporate Bonds | 2.1% 30 Apr 2012 | 455,000 | 459,200 | ||||
Du Pont E I De Nemours & Co | Corporate Bonds | 5.875% 15 Jan 2014 | 415,000 | 458,425 | ||||
United Technologies Corp | Corporate Bonds | 5.375% 15 Dec 2017 | 430,000 | 458,229 | ||||
Blackrock Inc | Corporate Bonds | 3.5% 10 Dec 2014 | 460,000 | 454,223 | ||||
Merrill Lynch & Co Inc | Corporate Bonds | 5.7% 02 May 2017 | 460,000 | 450,879 | ||||
Nordea Bank AB | Corporate Bonds | 3.7% 13 Nov 2014 | 450,000 | 449,132 | ||||
Time Warner Cable Inc | Corporate Bonds | 5.85% 01 May 2017 | 420,000 | 441,283 | ||||
General Electric Cap Corp | Corporate Bonds | 6.15% 07 Aug 2037 | 465,000 | 439,111 | ||||
Petrobras International Finance Co | Corporate Bonds | 6.875% 20 Jan 2040 | 425,000 | 436,730 | ||||
Enel Finance International SA | Corporate Bonds | 3.875% 07 Oct 2014 | 430,000 | 435,236 | ||||
Citigroup Inc | Corporate Bonds | 5.875% 22 Feb 2033 | 515,000 | 434,426 | ||||
Express Scripts Inc | Corporate Bonds | 6.25% 15 Jun 2014 | 395,000 | 430,996 | ||||
JP Morgan Chase & Co | Corporate Bonds | 6.3% 23 Apr 2019 | 390,000 | 429,030 | ||||
Abbott Laboratories | Corporate Bonds | 5.6% 30 Nov 2017 | 395,000 | 428,972 | ||||
Cellco Part/Veri Wirelss | Corporate Bonds | 5.55% 01 Feb 2014 | 380,000 | 412,406 | ||||
Dr Pepper Snapple Group Inc | Corporate Bonds | 6.82% 01 May 2018 | 365,000 | 409,464 | ||||
Financing Corp | Corporate Bonds | 9.8% 06 Apr 2018 | 295,000 | 402,378 | ||||
Lincoln National Corp In | Corporate Bonds | 6.25% 15 Feb 2020 | 405,000 | 399,119 | ||||
Bank Of America Corp | Corporate Bonds | 5.42% 15 Mar 2017 | 400,000 | 394,841 | ||||
Comcast Corp New | Corporate Bonds | 5.9% 15 Mar 2016 | 365,000 | 393,075 | ||||
Time Warner Cos Inc | Corporate Bonds | 6.95% 15 Jan 2028 | 360,000 | 387,380 | ||||
Lockheed Martin Corp | Corporate Bonds | 5.5% 18 Nov 2039 | 395,000 | 387,031 | ||||
Reynolds American Inc | Corporate Bonds | 7.625% 01 Jun 2016 | 355,000 | 387,013 | ||||
Glaxosmithline Cap Inc | Corporate Bonds | 4.85% 15 May 2013 | 360,000 | 386,442 | ||||
Morgan Stanley Group Inc | Corporate Bonds | 5.25% 02 Nov 2012 | 360,000 | 383,022 | ||||
Electronic Data Systems Corp New | Corporate Bonds | 6% 01 Aug 2013 | 345,000 | 381,370 | ||||
Union Pacific Corp | Corporate Bonds | 5.45% 31 Jan 2013 | 350,000 | 376,628 | ||||
Morgan Stanley | Corporate Bonds | 2.25% 13 Mar 2012 | 370,000 | 375,837 | ||||
Xerox Corp | Corporate Bonds | 6.75% 15 Dec 2039 | 370,000 | 372,787 | ||||
Home Depot Inc | Corporate Bonds | 5.4% 01 Mar 2016 | 355,000 | 371,635 | ||||
Eaton Corp | Corporate Bonds | 4.9% 15 May 2013 | 350,000 | 370,359 | ||||
JP Morgan Chase Bank | Corporate Bonds | 6% 01 Oct 2017 | 345,000 | 369,383 | ||||
Wells Fargo & Co New | Corporate Bonds | 4.95% 16 Oct 2013 | 350,000 | 366,328 |
23
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
Aetna Inc New | Corporate Bonds | 6.75% 15 Dec 2037 | 350,000 | 364,955 | ||||
Travelers Cos Inc | Corporate Bonds | 6.25% 15 Jun 2037 | 345,000 | 364,700 | ||||
Wyeth | Corporate Bonds | 5.45% 01 Apr 2017 | 340,000 | 362,385 | ||||
Telefonos DE Mexico SAB | Corporate Bonds | 5.5% 15 Nov 2019 | 370,000 | 360,291 | ||||
Panhandle Eastn Pipe Line Co | Corporate Bonds | 6.2% 01 Nov 2017 | 340,000 | 359,507 | ||||
Rowan Companies Inc | Corporate Bonds | 7.875% 01 Aug 2019 | 320,000 | 356,029 | ||||
Commonwealth Bank Aust | Corporate Bonds | 3.75% 15 Oct 2014 | 350,000 | 350,851 | ||||
Citigroup Inc | Corporate Bonds | 5.3% 17 Oct 2012 | 335,000 | 348,984 | ||||
Niagara Mohawk Power | Corporate Bonds | 4.881% 15 Aug 2019 | 350,000 | 348,500 | ||||
Aig Sunamerica Global Fing X | Corporate Bonds | 6.9% 15 Mar 2032 | 425,000 | 346,737 | ||||
Cingular Wireless LLC | Corporate Bonds | 7.125% 15 Dec 2031 | 310,000 | 346,481 | ||||
AT&T Wireless | Corporate Bonds | 8.125% 01 May 2012 | 300,000 | 338,980 | ||||
Wachovia Corporation | Corporate Bonds | 7.574% 01 Aug 2026 | 310,000 | 336,274 | ||||
PacifiCorp | Corporate Bonds | 6.35% 15 Jul 2038 | 300,000 | 327,724 | ||||
Countrywide Financial Corp | Corporate Bonds | 5.8% 07 Jun 2012 | 305,000 | 323,761 | ||||
United Parcel Service | Corporate Bonds | 3.875% 01 Apr 2014 | 310,000 | 322,082 | ||||
Teachers Insurance & Annuity | Corporate Bonds | 6.85% 16 Dec 2039 | 305,000 | 315,290 | ||||
Niagara Mohawk Power Corp | Corporate Bonds | 3.553% 01 Oct 2014 | 315,000 | 314,036 | ||||
Conoco FDG Co | Corporate Bonds | 7.25% 15 Oct 2031 | 270,000 | 312,864 | ||||
Cisco Systems Inc | Corporate Bonds | 5.5% 15 Jan 2040 | 325,000 | 310,768 | ||||
Statoilhydro ASA | Corporate Bonds | 2.9% 15 Oct 2014 | 310,000 | 308,718 | ||||
Canadian Natural Resources LTD | Corporate Bonds | 5.7% 15 May 2017 | 285,000 | 304,493 | ||||
Suncor Energy Inc | Corporate Bonds | 6.85% 01 Jun 2039 | 275,000 | 302,971 | ||||
AT&T Wireless Services Inc | Corporate Bonds | 7.875% 01 Mar 2011 | 275,000 | 295,459 | ||||
Diageo Cap PLC | Corporate Bonds | 5.2% 30 Jan 2013 | 275,000 | 294,402 | ||||
Altria Group Inc | Corporate Bonds | 10.2% 06 Feb 2039 | 220,000 | 293,488 | ||||
National City Bank Cleveland Oh | Corporate Bonds | 5.8% 07 Jun 2017 | 290,000 | 289,967 | ||||
Bear Stearns Cos Inc | Corporate Bonds | 6.4% 02 Oct 2017 | 265,000 | 288,871 | ||||
Rio Tinto Finance Plc | Corporate Bonds | 8.95% 01 May 2014 | 240,000 | 287,592 | ||||
Burlington Resources Fin Co | Corporate Bonds | 6.5% 01 Dec 2011 | 260,000 | 284,559 | ||||
Bank Of America Corp | Corporate Bonds | 7.375% 15 May 2014 | 250,000 | 283,679 | ||||
Morgan Stanley | Corporate Bonds | 5.95% 28 Dec 2017 | 275,000 | 283,646 | ||||
HRPT Pptys Tr | Corporate Bonds | 5.75% 01 Nov 2015 | 300,000 | 282,058 | ||||
MetLife Inc | Corporate Bonds | 6.75% 01 Jun 2016 | 250,000 | 279,960 | ||||
Genetech Inc | Corporate Bonds | 4.75% 15 Jul 2015 | 260,000 | 278,271 | ||||
Cenovus Energy Inc | Corporate Bonds | 6.75% 15 Nov 2039 | 255,000 | 277,964 | ||||
Diageo Cap PLC | Corporate Bonds | 5.5% 30 Sep 2016 | 260,000 | 277,789 | ||||
Goldman Sachs Group Inc | Corporate Bonds | 6.125% 15 Feb 2033 | 275,000 | 276,164 | ||||
Barrick Na Finance Llc | Corporate Bonds | 6.8% 15 Sep 2018 | 245,000 | 273,335 | ||||
United Parcel Service Inc | Corporate Bonds | 6.2% 15 Jan 2038 | 245,000 | 271,618 | ||||
Bae Systems Holdings Inc | Corporate Bonds | 4.95% 01 Jun 2014 | 260,000 | 270,723 | ||||
*Bank New York Inc Medium | Corporate Bonds | 4.95% 01 Nov 2012 | 250,000 | 269,245 | ||||
Suncor Energy Inc | Corporate Bonds | 6.1% 01 Jun 2018 | 250,000 | 268,258 | ||||
Du Pont E I De Nemours & Co | Corporate Bonds | 3.25% 15 Jan 2015 | 270,000 | 267,470 | ||||
MetLife Global Funding I | Corporate Bonds | 5.125% 10 Jun 2014 | 250,000 | 264,574 | ||||
CVS Caremark Corp | Corporate Bonds | 5.75% 01 Jun 2017 | 250,000 | 263,854 | ||||
American Express Credit Corp | Corporate Bonds | 7.3% 20 Aug 2013 | 230,000 | 258,493 | ||||
Wells Fargo Bank National Association | Corporate Bonds | 4.75% 09 Feb 2015 | 250,000 | 254,923 |
24
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
Energy Arkansas Inc | Corporate Bonds | 5.4% 01 Aug 2013 | 235,000 | 253,186 | ||||
Citigroup Inc | Corporate Bonds | 5.3% 07 Jan 2016 | 260,000 | 252,994 | ||||
Quest Diagnostics Inc | Corporate Bonds | 6.4% 01 Jul 2017 | 230,000 | 252,389 | ||||
Amgen Inc | Corporate Bonds | 5.85% 01 Jun 2017 | 230,000 | 251,333 | ||||
Allstate Life Global Funding Secd | Corporate Bonds | 5.375% 30 Apr 2013 | 235,000 | 250,856 | ||||
Bank One Corp | Corporate Bonds | 5.25% 30 Jan 2013 | 235,000 | 249,208 | ||||
Potah Corp Saskatchewan | Corporate Bonds | 5.25% 15 May 2014 | 230,000 | 247,159 | ||||
Wyeth | Corporate Bonds | 6.95% 15 Mar 2011 | 230,000 | 245,700 | ||||
Kellogg Co | Corporate Bonds | 5.125% 03 Dec 2012 | 225,000 | 244,184 | ||||
Dr Pepper Snapple Group | Corporate Bonds | 2.35% 21 Dec 2012 | 235,000 | 235,250 | ||||
Kansas Gas & Electric Co | Corporate Bonds | 6.7% 15 Jun 2019 | 210,000 | 233,375 | ||||
John Deer Capital Corp Fdic Gt | Corporate Bonds | 2.875% 19 Jun 2012 | 225,000 | 231,857 | ||||
Merrill Lynch & Co Inc | Corporate Bonds | 6.875% 25 Apr 2018 | 215,000 | 231,649 | ||||
Citigroup Inc | Corporate Bonds | 8.125% 15 Jul 2039 | 205,000 | 231,373 | ||||
New York Life Insurance Co | Corporate Bonds | 5.875% 15 May 2033 | 250,000 | 230,490 | ||||
Wal Mart Stores Inc | Corporate Bonds | 4.55% 01 May 2013 | 215,000 | 229,073 | ||||
Telefonica Emisiones S A U | Corporate Bonds | 7.045% 20 Jun 2036 | 200,000 | 228,380 | ||||
*Bank New York Inc Med Term Sr | Corporate Bonds | 4.5% 01 Apr 2013 | 215,000 | 227,045 | ||||
Kraft Foods Inc | Corporate Bonds | 6.875% 01 Feb 2038 | 215,000 | 225,616 | ||||
New England Telephone & Telegraph Co | Corporate Bonds | 7.875% 15 Nov 2029 | 205,000 | 224,271 | ||||
PacifiCorp | Corporate Bonds | 6% 15 Jan 2039 | 210,000 | 220,701 | ||||
FMR Corp | Corporate Bonds | 7.49% 15 Jun 2019 | 200,000 | 218,738 | ||||
Progress Energy | Corporate Bonds | 6.85% 15 Apr 2012 | 200,000 | 217,098 | ||||
Merrill Lynch & Co Inc | Corporate Bonds | 5.45% 05 Feb 2013 | 205,000 | 215,716 | ||||
Goldman Sachs Group Inc | Corporate Bonds | 5.125% 15 Jan 2015 | 205,000 | 215,404 | ||||
Exelon Generation Co Llc | Corporate Bonds | 5.2% 01 Oct 2019 | 215,000 | 215,096 | ||||
Nevada Power Co | Corporate Bonds | 6.5% 01 Aug 2018 | 200,000 | 214,402 | ||||
Anheuser Busch Inbev Wor | Corporate Bonds | 5.375% 15 Jan 2020 | 210,000 | 214,254 | ||||
Disney Walt Co | Corporate Bonds | 4.5% 15 Dec 2013 | 200,000 | 212,449 | ||||
Verizon Communications | Corporate Bonds | 7.35% 01 Apr 2039 | 180,000 | 208,820 | ||||
Bank Of America Corp | Corporate Bonds | 5.75% 01 Dec 2017 | 200,000 | 204,804 | ||||
Ameren Corporation | Corporate Bonds | 8.875% 15 May 2014 | 180,000 | 202,180 | ||||
Cargill Inc | Corporate Bonds | 5.2% 22 Jan 2013 | 190,000 | 201,465 | ||||
BellSouth Telecommunications | Corporate Bonds | 0% 15 Dec 2095 | 340,000 | 200,748 | ||||
Goldman Sachs Group Inc | Corporate Bonds | 6.75% 01 Oct 2037 | 195,000 | 200,438 | ||||
Bank Of America Corp | Corporate Bonds | 7.125% 15 Oct 2011 | 185,000 | 198,739 | ||||
Kinder Morgan Energy Partners | Corporate Bonds | 7.75% 15 Mar 2032 | 175,000 | 197,363 | ||||
Diageo Finance Bv | Corporate Bonds | 5.5% 01 Apr 2013 | 180,000 | 193,886 | ||||
Oracle Corp | Corporate Bonds | 4.95% 15 Apr 2013 | 180,000 | 193,151 | ||||
Hienz | Corporate Bonds | 7.125% 01 Aug 2039 | 170,000 | 192,191 | ||||
Financing Corp Princ Fico Strp | Corporate Bonds | 0% 07 Mar 2019 | 295,000 | 191,836 | ||||
Goldman Sachs Group Inc | Corporate Bonds | 5.15% 15 Jan 2014 | 180,000 | 190,415 | ||||
Markel Corp | Corporate Bonds | 7.35% 15 Aug 2034 | 200,000 | 187,281 | ||||
Pacific Gas & Electric Co | Corporate Bonds | 5.625% 30 Nov 2017 | 175,000 | 186,844 | ||||
Martin Marietta Matls Inc | Corporate Bonds | 6.6% 15 Apr 2018 | 180,000 | 185,288 | ||||
Massmutual Global Funding | Corporate Bonds | 3.625% 16 Jul 2012 | 180,000 | 184,717 | ||||
HRPT Pptys Tr | Corporate Bonds | 6.25% 15 Aug 2016 | 195,000 | 184,541 | ||||
Allstate Corp | Corporate Bonds | 6.2% 16 May 2014 | 165,000 | 182,476 |
25
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
American Honda Finance Corp | Corporate Bonds | 4.625% 02 Apr 2013 | 175,000 | 179,804 | ||||
Anadarko Pete Corp | Corporate Bonds | 5.95% 15 Sep 2016 | 165,000 | 178,480 | ||||
Noranda Inc | Corporate Bonds | 7.25% 15 Jul 2012 | 165,000 | 178,023 | ||||
Thermo Fisher Scientific | Corporate Bonds | 3.25% 18 Nov 2014 | 180,000 | 176,472 | ||||
Roche Hldgs Inc | Corporate Bonds | 6% 01 Mar 2019 | 160,000 | 175,816 | ||||
Deutsche Telekom International Finance Bv | Corporate Bonds | 6.75% 20 Aug 2018 | 155,000 | 173,535 | ||||
Dow Chem Co | Corporate Bonds | 8.55% 15 May 2019 | 140,000 | 167,040 | ||||
Centerpoint Energy Houston | Corporate Bonds | 7% 01 Mar 2014 | 145,000 | 165,091 | ||||
Duke Energy Co | Corporate Bonds | 5.3% 01 Oct 2015 | 150,000 | 163,564 | ||||
Cisco Sys Inc | Corporate Bonds | 5.9% 15 Feb 2039 | 155,000 | 156,718 | ||||
Union Electric Co | Corporate Bonds | 6% 01 Apr 2018 | 150,000 | 156,483 | ||||
Jersey Central Powwr & Lt Co | Corporate Bonds | 7.35% 01 Feb 2019 | 135,000 | 153,229 | ||||
Cargill Inc | Corporate Bonds | 6.375% 01 Jun 2012 | 140,000 | 152,512 | ||||
Hess Corp | Corporate Bonds | 7.875% 01 Oct 2029 | 125,000 | 149,919 | ||||
Amerisourcebergen Corp | Corporate Bonds | 4.875% 15 Nov 2019 | 150,000 | 148,088 | ||||
Goldman Sachs Group Inc Mtn | Corporate Bonds | 6% 01 May 2014 | 135,000 | 147,659 | ||||
Bhp Billiton Finance USA LTD | Corporate Bonds | 5.4% 29 Mar 2017 | 135,000 | 144,636 | ||||
Diamond Offshore Drill | Corporate Bonds | 5.875% 01 May 2019 | 135,000 | 143,807 | ||||
Pepsiamericas Inc | Corporate Bonds | 4.875% 15 Jan 2015 | 135,000 | 143,346 | ||||
Cellco Part/Veri Wirelss | Corporate Bonds | 8.5% 15 Nov 2018 | 115,000 | 142,644 | ||||
Potomac Electric Powwr Co | Corporate Bonds | 7.9% 15 Dec 2038 | 110,000 | 140,518 | ||||
Newmont Mining Corp | Corporate Bonds | 6.25% 01 Oct 2039 | 140,000 | 140,167 | ||||
Amgen Inc | Corporate Bonds | 6.4% 01 Feb 2039 | 125,000 | 137,158 | ||||
Verizon New Eng Inc | Corporate Bonds | 6.5% 15 Sep 2011 | 125,000 | 133,232 | ||||
Midamerican Energy Hldgs Co | Corporate Bonds | 6.5% 15 Sep 2037 | 120,000 | 129,046 | ||||
ConocoPhillips | Corporate Bonds | 5.9% 15 May 2038 | 125,000 | 128,128 | ||||
Telefonica Emisiones S A U | Corporate Bonds | 5.984% 20 Jun 2011 | 120,000 | 126,918 | ||||
Devon Financing Corp U L C | Corporate Bonds | 6.875% 30 Sep 2011 | 115,000 | 124,926 | ||||
News America Inc | Corporate Bonds | 7.85% 01 Mar 2039 | 105,000 | 122,821 | ||||
AT&T Inc | Corporate Bonds | 6.3% 15 Jan 2038 | 120,000 | 121,888 | ||||
Prudential Financial Inc | Corporate Bonds | 6.1% 15 Jun 2017 | 115,000 | 119,038 | ||||
Safeway Inc | Corporate Bonds | 4.95% 16 Aug 2010 | 110,000 | 112,897 | ||||
President Fellows Harvard Coll | Corporate Bonds | 6% 15 Jan 2019 | 100,000 | 110,089 | ||||
France Telecom | Corporate Bonds | 4.375% 08 Jul 2014 | 105,000 | 109,721 | ||||
Diageo Cap Plc | Corporate Bonds | 5.125% 30 Jan 2013 | 100,000 | 106,302 | ||||
Citigroup Inc | Corporate Bonds | 6.125% 25 Aug 2036 | 120,000 | 102,911 | ||||
Cleveland Electric Illum Co | Corporate Bonds | 5.65% 15 Dec 2013 | 95,000 | 100,509 | ||||
Burlington Northern Santa Fe | Corporate Bonds | 7.29% 01 Jun 2036 | 85,000 | 97,077 | ||||
Philip Morris International Inc | Corporate Bonds | 6.875% 17 Mar 2014 | 85,000 | 96,315 | ||||
Consolidated Natural Gas Co | Corporate Bonds | 5% 01 Dec 2014 | 90,000 | 95,851 | ||||
Suncor Energy Inc | Corporate Bonds | 6.5% 15 Jun 2038 | 90,000 | 94,565 | ||||
General Electric Global Insurance | Corporate Bonds | 7.75% 15 Jun 2030 | 90,000 | 93,639 | ||||
National City Corp | Corporate Bonds | 6.875% 15 May 2019 | 85,000 | 89,973 | ||||
Jefferies Group Inc New | Corporate Bonds | 6.25% 15 Jan 2036 | 110,000 | 87,658 | ||||
XTO Energy Inc | Corporate Bonds | 6.25% 15 Apr 2013 | 75,000 | 82,602 | ||||
Delhaize Group Sa | Corporate Bonds | 5.875% 01 Feb 2014 | 75,000 | 80,551 | ||||
Comcast Corp New | Corporate Bonds | 4.95% 15 Jun 2016 | 75,000 | 77,023 | ||||
Novartis Securities Investment Ltd | Corporate Bonds | 5.125% 10 Feb 2019 | 70,000 | 73,537 |
26
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity | Shares or Units | Current Value | ||||
Embarq Corp | Corporate Bonds | 7.082% 01 Jun 2016 | 55,000 | 60,752 | ||||
Mcdonalds Corp | Corporate Bonds | 6.3% 01 Mar 2038 | 55,000 | 60,668 | ||||
Entergy Tex Inc | Corporate Bonds | 7.125% 01 Feb 2019 | 45,000 | 49,879 | ||||
ERP Operating Limited Partnership | Corporate Bonds | 7.57% 15 Aug 2026 | 30,000 | 31,237 | ||||
United Technologies Corp | Corporate Bonds | 6.125% 15 Jul 2038 | 25,000 | 27,084 | ||||
SLM Corp | Corporate Bonds | 5.375% 15 May 2014 | 25,000 | 23,059 | ||||
Conagra Inc | Corporate Bonds | 7.125% 01 Oct 2026 | 20,000 | 21,711 | ||||
Fed Hm Ln Pc Pool A47346 | Federal Agency Obligation | 5% 01 Oct 2035 | 1,484,387 | 1,525,053 | ||||
Fed Hm Ln Pc Pool G03911 | Federal Agency Obligation | 6% 01 Feb 2038 | 1,272,079 | 1,351,186 | ||||
Fed Hm Ln Pc Pool G01813 | Federal Agency Obligation | 5% 01 Apr 2035 | 1,240,306 | 1,275,835 | ||||
Fed Hm Ln Pc Pool 1J0244 | Federal Agency Obligation | 5.556% 01 Jan 2037 | 1,186,938 | 1,241,668 | ||||
Fed Hm Ln Pc Pool G01705 | Federal Agency Obligation | 5.5% 01 Jun 2034 | 1,160,774 | 1,236,253 | ||||
Fed Hm Ln Pc Pool G01704 | Federal Agency Obligation | 5.5% 01 Jul 2033 | 1,163,066 | 1,224,611 | ||||
Fed Hm Ln Pc Pool G03951 | Federal Agency Obligation | 6% 01 Jan 2038 | 1,082,723 | 1,150,055 | ||||
Fed Hm Ln Pc Pool A46092 | Federal Agency Obligation | 5% 01 Jul 2035 | 1,016,635 | 1,044,486 | ||||
Fed Hm Ln Pc Pool G12024 | Federal Agency Obligation | 4.5% 01 Aug 2018 | 999,427 | 1,040,767 | ||||
Fed Hm Ln Pc Pool A87441 | Federal Agency Obligation | 4% 01 Jul 2039 | 1,053,069 | 1,016,486 | ||||
Fed Hm Ln Pc Pool G04447 | Federal Agency Obligation | 6% 01 Jun 2038 | 947,107 | 1,005,212 | ||||
Fed Hm Ln Pc Pool G02740 | Federal Agency Obligation | 5.5% 01 Mar 2036 | 896,534 | 942,575 | ||||
Fed Hm Ln Pc Pool G02033 | Federal Agency Obligation | 7% 01 Nov 2032 | 829,043 | 912,692 | ||||
Fed Hm Ln Pc Pool G01737 | Federal Agency Obligation | 5% 01 Dec 2034 | 867,008 | 891,844 | ||||
Fed Hm Ln Pc Pool G08368 | Federal Agency Obligation | 4.5% 01 Oct 2039 | 796,629 | 795,468 | ||||
Fed Hm Ln Pc Pool A86809 | Federal Agency Obligation | 4.5% 01 Jun 2039 | 687,415 | 686,413 | ||||
Fed Hm Ln Pc Pool A87699 | Federal Agency Obligation | 5% 01 Jul 2039 | 604,881 | 620,885 | ||||
Federal Home Loan Mortgage | Federal Agency Obligation | 5% 15 Mar 2029 | 590,000 | 618,956 | ||||
Fed Hm Ln Pc Pool A61373 | Federal Agency Obligation | 5% 01 Apr 2036 | 580,368 | 596,993 | ||||
Fed Hm Ln Pc Pool G12080 | Federal Agency Obligation | 4.5% 01 Dec 2034 | 540,503 | 562,860 | ||||
Fed Hm Ln Pc Pool G02308 | Federal Agency Obligation | 5.5% 01 Sep 2036 | 510,066 | 535,303 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 5.5% 15 Jun 2022 | 478,152 | 490,946 | ||||
Fed Hm Ln Pc Pool C03027 | Federal Agency Obligation | 6% 01 Sep 2037 | 450,971 | 479,015 | ||||
Fed Hm Ln Pc Pool G12896 | Federal Agency Obligation | 5% 01 Nov 2022 | 448,942 | 470,041 | ||||
Fed Hm Ln Pc Pool A88355 | Federal Agency Obligation | 4.5% 01 Sep 2039 | 464,505 | 463,828 | ||||
Fed Hm Ln Pc Pool G01895 | Federal Agency Obligation | 5% 01 Jul 2035 | 447,738 | 460,564 | ||||
Fed Hm Ln Pc Pool G08062 | Federal Agency Obligation | 5% 01 Jun 2035 | 444,272 | 456,443 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 5% 15 Mar 2022 | 422,470 | 434,775 | ||||
Fed Hm Ln Pc Pool G18263 | Federal Agency Obligation | 4.5% 01 Jul 2023 | 412,842 | 425,275 | ||||
Fed Hm Ln Pc Pool A67850 | Federal Agency Obligation | 6% 01 Jun 2037 | 397,197 | 421,898 | ||||
Fed Hm Ln Pc Pool G01819 | Federal Agency Obligation | 5% 01 Jun 2035 | 409,629 | 420,851 | ||||
Fed Hm Ln Pc Pool G02274 | Federal Agency Obligation | 5% 01 Jul 2036 | 408,014 | 418,873 | ||||
Fed Hm Ln Pc Pool G11690 | Federal Agency Obligation | 4% 01 Feb 2020 | 338,363 | 345,696 | ||||
Fed Hm Ln Pc Pool A64578 | Federal Agency Obligation | 5.5% 01 Aug 2037 | 325,933 | 341,806 | ||||
Fed Hm Ln Pc Pool E96854 | Federal Agency Obligation | 4% 01 Jun 2018 | 319,653 | 327,679 | ||||
Fed Hm Ln Pc Pool C01437 | Federal Agency Obligation | 7% 01 Oct 2032 | 283,676 | 312,155 | ||||
Fed Hm Ln Pc Pool G03581 | Federal Agency Obligation | 6% 01 Nov 2037 | 293,632 | 311,893 | ||||
Fed Hm Ln Pc Pool J10662 | Federal Agency Obligation | 4.5% 01 Sep 2024 | 296,325 | 304,878 | ||||
Fed Hm Ln Pc Pool C01416 | Federal Agency Obligation | 7% 01 Sep 2032 | 265,694 | 292,369 | ||||
Fed Hm Ln Pc Pool A68726 | Federal Agency Obligation | 6.5% 01 Nov 2037 | 253,481 | 271,566 | ||||
Fed Hm Ln Pc Pool 1J1262 | Federal Agency Obligation | 5.64% 01 Jan 2036 | 250,079 | 259,861 | ||||
Fed Hm Ln Pc Pool 1J1548 | Federal Agency Obligation | 5.5% 01 Mar 2037 | 245,810 | 259,223 |
27
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 5.651% 25 Apr 2016 | 196,927 | 215,765 | ||||
Fed Hm Ln Pc Pool G12021 | Federal Agency Obligation | 4% 01 May 2014 | 197,236 | 202,202 | ||||
Fed Hm Ln Pc Pool A64391 | Federal Agency Obligation | 6% 01 Aug 2037 | 187,954 | 199,642 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 5.5% 15 May 2026 | 192,865 | 198,129 | ||||
Fed Hm Ln Pc Pool 847498 | Federal Agency Obligation | 4.439% 01 Jun 2034 | 190,541 | 195,329 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 6% 15 Sep 2025 | 187,042 | 191,375 | ||||
Fed Hm Ln Pc Pool G03512 | Federal Agency Obligation | 6% 01 Oct 2037 | 179,835 | 191,019 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 6% 15 Dec 2026 | 156,740 | 159,167 | ||||
Fed Hm Ln Pc Pool G12034 | Federal Agency Obligation | 4% 01 May 2021 | 143,654 | 146,767 | ||||
Fed Hm Ln Pc Pool G12881 | Federal Agency Obligation | 4.5% 01 Nov 2022 | 132,165 | 136,227 | ||||
Federal Home Loan Mortgage Corp | Federal Agency Obligation | 6% 15 Apr 2027 | 104,945 | 105,580 | ||||
Fed Hm Ln Pc Pool G12033 | Federal Agency Obligation | 4.5% 01 Dec 2019 | 13,217 | 13,731 | ||||
Fnma Pool 888100 | Federal Agency Obligation | 5.5% 01 Sep 2036 | 3,034,053 | 3,190,497 | ||||
Fnma Pool 745571 | Federal Agency Obligation | 4% 01 Jan 2019 | 2,209,211 | 2,265,373 | ||||
Fnma Tba Jan 30 Single Fam | Federal Agency Obligation | 5% 01 Dec 2099 | 1,965,000 | 2,016,275 | ||||
Fnma Pool 735403 | Federal Agency Obligation | 5% 01 Apr 2035 | 1,713,246 | 1,763,662 | ||||
Fnma Pool Ac9044 | Federal Agency Obligation | 5% 01 Dec 2039 | 1,500,000 | 1,540,859 | ||||
Fnma Pool Aa9357 | Federal Agency Obligation | 4.5% 01 Aug 2039 | 1,539,317 | 1,538,034 | ||||
Fnma Pool 254548 | Federal Agency Obligation | 5.5% 01 Dec 2032 | 1,384,279 | 1,456,449 | ||||
Fnma Pool 735059 | Federal Agency Obligation | 4% 01 Nov 2019 | 1,202,388 | 1,232,871 | ||||
Fnma Pool 745081 | Federal Agency Obligation | 5% 01 Jun 2034 | 1,189,311 | 1,225,424 | ||||
Fnma Pool 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 1,115,485 | 1,172,421 | ||||
Fnma Pool 725221 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 1,004,333 | 1,055,596 | ||||
Fnma Pool 735224 | Federal Agency Obligation | 5.5% 01 Feb 2035 | 952,895 | 1,001,532 | ||||
Fnma Pool 745394 | Federal Agency Obligation | 4.5% 01 Nov 2020 | 881,279 | 916,355 | ||||
Fnma Pool 968515 | Federal Agency Obligation | 6.5% 01 Jan 2038 | 832,002 | 891,932 | ||||
Fnma Pool Ac8547 | Federal Agency Obligation | 4% 01 Dec 2024 | 830,000 | 836,056 | ||||
Fnma Pool Ac1915 | Federal Agency Obligation | 4% 01 Sep 2039 | 831,131 | 803,166 | ||||
Fnma Pool Ac5461 | Federal Agency Obligation | 4.5% 01 Nov 2039 | 798,041 | 797,376 | ||||
Fnma Pool 735871 | Federal Agency Obligation | 5.5% 01 Jul 2035 | 753,256 | 791,703 | ||||
Fnma Pool 889572 | Federal Agency Obligation | 5.5% 01 Jun 2038 | 735,315 | 770,549 | ||||
Fnma Pool 555967 | Federal Agency Obligation | 5.5% 01 Nov 2033 | 674,838 | 709,282 | ||||
Fnma Pool 908736 | Federal Agency Obligation | 6% 01 Feb 2037 | 657,839 | 698,749 | ||||
Fnma Pool 545759 | Federal Agency Obligation | 6.5% 01 Jul 2032 | 641,157 | 692,850 | ||||
Fnma Pool 902307 | Federal Agency Obligation | 6% 01 Nov 2036 | 651,907 | 692,448 | ||||
Fnma Pool 881959 | Federal Agency Obligation | 5.657% 01 Feb 2036 | 648,327 | 686,064 | ||||
Fnma Pool 970020 | Federal Agency Obligation | 5% 01 Jun 2023 | 655,034 | 685,271 | ||||
Fnma Pool 545817 | Federal Agency Obligation | 6.5% 01 Aug 2032 | 579,890 | 626,643 | ||||
Fnma Pool 256926 | Federal Agency Obligation | 6.5% 01 Oct 2037 | 580,255 | 622,051 | ||||
Fnma Pool Aa4603 | Federal Agency Obligation | 4.5% 01 Apr 2039 | 570,836 | 570,361 | ||||
Federal National Mortgage Association | Federal Agency Obligation | 5.503% 25 Sep 2011 | 535,000 | 567,689 | ||||
Fnma Pool 725484 | Federal Agency Obligation | 7% 01 May 2034 | 498,816 | 555,673 | ||||
Fnma Pool 254918 | Federal Agency Obligation | 4.5% 01 Sep 2033 | 539,480 | 542,740 | ||||
Fnma Pool 937666 | Federal Agency Obligation | 6% 01 Jun 2037 | 492,407 | 522,336 | ||||
Fnma Pool 725424 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 491,934 | 517,043 | ||||
Fnma Pool Aa5066 | Federal Agency Obligation | 4.5% 01 Mar 2024 | 491,049 | 506,143 | ||||
Fnma Pool 763984 | Federal Agency Obligation | 5.5% 01 Dec 2033 | 466,771 | 490,804 | ||||
Fnma Pool 745147 | Federal Agency Obligation | 4.5% 01 Dec 2035 | 488,943 | 490,369 |
28
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
Fnma Pool 974965 | Federal Agency Obligation | 5% 01 Apr 2038 | 467,369 | 480,147 | ||||
Fnma Pool 829028 | Federal Agency Obligation | 4.5% 01 Jul 2020 | 447,470 | 464,440 | ||||
Fnma Pool 972217 | Federal Agency Obligation | 5% 01 Mar 2023 | 409,241 | 428,346 | ||||
Fnma Pool 901506 | Federal Agency Obligation | 5.77% 01 Nov 2036 | 399,781 | 421,958 | ||||
Fnma Pool 888756 | Federal Agency Obligation | 5.853% 01 Oct 2037 | 395,839 | 421,093 | ||||
Fnma Pool 974400 | Federal Agency Obligation | 4% 01 Apr 2023 | 415,654 | 418,817 | ||||
Fnma Pool Aa2522 | Federal Agency Obligation | 4.5% 01 Mar 2039 | 395,645 | 395,315 | ||||
Fnma Pool 745569 | Federal Agency Obligation | 4% 01 May 2016 | 384,716 | 393,813 | ||||
Fnma Pool 670385 | Federal Agency Obligation | 6.5% 01 Sep 2032 | 359,738 | 388,967 | ||||
Fnma Pool 888211 | Federal Agency Obligation | 7% 01 Feb 2037 | 331,944 | 366,937 | ||||
Fnma Pool 745145 | Federal Agency Obligation | 4.5% 01 Dec 2020 | 350,246 | 365,062 | ||||
Fnma Pool 970398 | Federal Agency Obligation | 4.5% 01 Jul 2038 | 363,079 | 362,813 | ||||
Fnma Pool 888992 | Federal Agency Obligation | 6.5% 01 Nov 2037 | 338,364 | 362,737 | ||||
Fnma Pool 545996 | Federal Agency Obligation | 7% 01 Aug 2032 | 316,191 | 352,232 | ||||
Fnma Pool 776974 | Federal Agency Obligation | 5.5% 01 Apr 2034 | 335,052 | 352,153 | ||||
Fnma Pool 254693 | Federal Agency Obligation | 5.5% 01 Apr 2033 | 326,016 | 342,657 | ||||
Federal National Mortgage Association GTD | Federal Agency Obligation | 5% 25 Nov 2025 | 326,984 | 332,423 | ||||
Fnma Pool 255274 | Federal Agency Obligation | 5% 01 Jun 2019 | 303,304 | 319,170 | ||||
Fnma Pool 897144 | Federal Agency Obligation | 6% 01 Sep 2036 | 267,214 | 283,831 | ||||
Fnma Pool 609781 | Federal Agency Obligation | 6.5% 01 Sep 2016 | 243,908 | 261,532 | ||||
Fnma Pool 905121 | Federal Agency Obligation | 6% 01 Dec 2036 | 225,357 | 239,371 | ||||
Fnma Pool 725221 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 224,285 | 235,732 | ||||
Fnma Pool 255492 | Federal Agency Obligation | 4% 01 Oct 2014 | 229,589 | 235,308 | ||||
Federal National Mortgage Association | Federal Agency Obligation | 5% 25 May 2035 | 218,440 | 229,423 | ||||
Fnma Pool 889428 | Federal Agency Obligation | 5% 01 Apr 2023 | 214,369 | 224,846 | ||||
Fnma Pool 255900 | Federal Agency Obligation | 6% 01 Oct 2035 | 207,740 | 221,048 | ||||
Fnma Pool 865213 | Federal Agency Obligation | 7% 01 Nov 2029 | 194,869 | 216,069 | ||||
Fnma Pool 745852 | Federal Agency Obligation | 6.5% 01 Dec 2033 | 180,678 | 195,316 | ||||
Fnma Pool 899622 | Federal Agency Obligation | 5.5% 01 Jul 2037 | 164,359 | 172,235 | ||||
Federal National Mortgage Association | Federal Agency Obligation | 5.5% 25 Feb 2030 | 164,416 | 171,200 | ||||
Fnma Pool 687082 | Federal Agency Obligation | 5.5% 01 Jan 2018 | 159,137 | 170,475 | ||||
Fnma Pool 758938 | Federal Agency Obligation | 5.5% 01 Jan 2034 | 154,748 | 162,646 | ||||
Fnma Pool 708767 | Federal Agency Obligation | 4% 01 Jun 2018 | 150,114 | 153,930 | ||||
Federal National Mortgage Association | Federal Agency Obligation | 6% 25 Feb 2028 | 147,547 | 151,752 | ||||
Fnma Pool 835760 | Federal Agency Obligation | 4.5% 01 Sep 2035 | 127,736 | 128,109 | ||||
Fnma Pool 535996 | Federal Agency Obligation | 7.5% 01 Jun 2031 | 83,739 | 94,492 | ||||
Fnma Pool 254261 | Federal Agency Obligation | 6.5% 01 Apr 2017 | 56,394 | 61,221 | ||||
Fnma Pool 253643 | Federal Agency Obligation | 7.5% 01 Feb 2031 | 26,611 | 30,028 | ||||
Fnma Pool 634503 | Federal Agency Obligation | 6.5% 01 Mar 2017 | 26,525 | 28,795 | ||||
Fnma Pool 253635 | Federal Agency Obligation | 7% 01 Feb 2016 | 17,251 | 18,715 | ||||
Fnma Pool 512673 | Federal Agency Obligation | 7.5% 01 Sep 2029 | 9,337 | 10,534 | ||||
Fnma Pool 555515 | Federal Agency Obligation | 6.5% 01 Dec 2017 | 8,223 | 8,927 | ||||
Fnma Pool 655114 | Federal Agency Obligation | 7.5% 01 Aug 2032 | 4,569 | 5,156 | ||||
Gnma Pool 698091 | Federal Agency Obligation | 4.5% 15 Apr 2039 | 1,175,164 | 1,178,031 | ||||
Gnma Pool 708590 | Federal Agency Obligation | 4.5% 15 May 2039 | 960,615 | 962,959 | ||||
Gnma Pool 782569 | Federal Agency Obligation | 5.5% 15 Feb 2039 | 699,461 | 733,753 |
29
Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | |||||
Gnma Pool 717168 | Federal Agency Obligation | 4.5% 15 Jun 2039 | 629,250 | 630,785 | |||||
Gnma Pool 689858 | Federal Agency Obligation | 6% 15 Sep 2038 | 526,093 | 556,423 | |||||
Gnma Pool 687720 | Federal Agency Obligation | 5.5% 15 Jul 2038 | 516,972 | 542,278 | |||||
Gnma Pool 676935 | Federal Agency Obligation | 5.5% 15 Apr 2038 | 500,000 | 524,476 | |||||
Gnma Pool 717182 | Federal Agency Obligation | 4.5% 15 Jun 2039 | 492,698 | 493,900 | |||||
Gnma Pool 781862 | Federal Agency Obligation | 5.5% 15 Jan 2035 | 312,532 | 328,719 | |||||
Gnma Pool 658058 | Federal Agency Obligation | 6% 15 Aug 2036 | 303,681 | 321,711 | |||||
Gnma Pool 680074 | Federal Agency Obligation | 6% 15 Nov 2037 | 244,836 | 259,104 | |||||
Gnma Pool 391705 | Federal Agency Obligation | �� | 5.5% 15 Jan 2038 | 214,226 | 224,713 | ||||
Gnma Pool 699277 | Federal Agency Obligation | 6% 15 Sep 2038 | 135,099 | 142,888 | |||||
Gnma Pool 657162 | Federal Agency Obligation | 6% 15 Jul 2037 | 128,714 | 136,215 | |||||
Gnma Pool 671023 | Federal Agency Obligation | 6% 15 Aug 2037 | 73,401 | 77,678 | |||||
Gnma Pool 596796 | Federal Agency Obligation | 7% 15 Dec 2032 | 24,043 | 26,635 | |||||
Gnma Pool 592128 | Federal Agency Obligation | 7% 15 Nov 2032 | 5,408 | 5,991 | |||||
Gnma II Pool 003637 | Federal Agency Obligation | 5.5% 20 Nov 2034 | 659,604 | 694,523 | |||||
Gnma II Pool 003624 | Federal Agency Obligation | 5.5% 20 Oct 2034 | 509,611 | 536,590 | |||||
Gnma II Pool 004222 | Federal Agency Obligation | 6% 20 Aug 2038 | 433,033 | 460,064 | |||||
Gnma II Pool 003774 | Federal Agency Obligation | 5.5% 20 Oct 2035 | 349,701 | 367,854 | |||||
Gnma II Pool 003151 | Federal Agency Obligation | 7% 20 Oct 2031 | 58,091 | 64,517 | |||||
Gnma II Pool 003229 | Federal Agency Obligation | 7% 20 Apr 2032 | 22,003 | 24,307 | |||||
Gnma II Pool 003240 | Federal Agency Obligation | 7% 20 May 2032 | 20,776 | 22,951 | |||||
30Yr United States Treasury Bond Futures | Future-Fixed Income Derivative | 22,500 | |||||||
2Yr United States Treasury Note Futures | Future-Fixed Income Derivative | 1,125 | |||||||
10Yr United States Treasury Note Futures | Future-Fixed Income Derivative | (1,563 | ) | ||||||
United States Dollar | Fut-Fixed Income | (27,265 | ) | ||||||
United States Treasury Bd Strp Prn | Government Issued Security | 0% 15 Nov 2021 | 2,725,000 | 1,604,581 | |||||
WI Treasury N B | Government Issued Security | 1.125% 15 Dec 2012 | 9,490,000 | 9,338,382 | |||||
United States Treasury Nts | Government Issued Security | 1.375% 15 Feb 2012 | 5,880,000 | 5,896,999 | |||||
United States Treasury Nts | Government Issued Security | 2.375% 31 Aug 2014 | 3,880,000 | 3,851,505 | |||||
United States Treasury Bds | Government Issued Security | 4.5% 15 Aug 2039 | 3,670,000 | 3,586,852 | |||||
United States Treasury Bds | Government Issued Security | 7.25% 15 Aug 2022 | 2,725,000 | 3,530,153 | |||||
United States Treasury Sec. | Government Issued Security | 0.875% 30 Apr 2011 | 3,390,000 | 3,394,502 | |||||
United States Treasury N/B | Government Issued Security | 1% 31 Aug 2011 | 3,200,000 | 3,201,626 | |||||
United States Treasury Bills | Government Issued Security | 0.01% 14 Jan 2010 | 2,500,000 | 2,500,000 | |||||
United States Treasury Nts | Government Issued Security | 3.5% 15 Feb 2018 | 2,330,000 | 2,310,887 | |||||
United States Treasury Bds | Government Issued Security | 8.75% 15 May 2020 | 1,240,000 | 1,749,175 | |||||
United States Treasury Nts | Government Issued Security | 4% 15 Feb 2015 | 1,635,000 | 1,737,698 | |||||
United States Treasury Bds | Government Issued Security | 8% 15 Nov 2021 | 1,150,000 | 1,565,977 | |||||
United States Treasury Bds | Government Issued Security | 7.875% 15 Feb 2021 | 1,165,000 | 1,565,832 | |||||
United States Treasury Nts | Government Issued Security | 3% 31 Aug 2016 | 1,570,000 | 1,544,120 | |||||
Financing Corp Princ Fico Strp | Government Issued Security | 0% 06 Oct 2017 | 1,895,000 | 1,360,923 | |||||
United States Treasury Bds | Government Issued Security | 6.25% 15 Aug 2023 | 1,030,000 | 1,230,206 | |||||
Resolution Fdg Fbe Cpn Strips | Government Issued Security | 0% 15 Jan 2017 | 1,620,000 | 1,229,332 | |||||
United States Treasury Nts | Government Issued Security | 0.875% 28 Feb 2011 | 1,160,000 | 1,162,810 | |||||
United States Treasury Nts | Government Issued Security | 0.875% 31 Mar 2011 | 1,100,000 | 1,102,020 | |||||
Ontario Prov Cda | Government Issued Security | 4.1% 16 Jun 2014 | 1,010,000 | 1,054,051 | |||||
Canada Goverment | Government Issued Security | 2.375% 10 Sep 2014 | 1,065,000 | 1,046,504 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | ||||
United States Treasury Note | Government Issued Security | 1.5% 31 Dec 2013 | 1,060,000 | 1,032,092 | ||||
Federal Home Loan Banks | Government Issued Security | 5.375% 18 May 2016 | 875,000 | 967,292 | ||||
Federal Home Loan Mortgage Corp | Government Issued Security | 4.75% 19 Jan 2016 | 855,000 | 922,092 | ||||
United States Treasury Nts | Government Issued Security | 4.25% 15 Nov 2017 | 800,000 | 838,500 | ||||
WI Treasury N B | Government Issued Security | 1.125% 15 Dec 2012 | 850,000 | 836,383 | ||||
Federal Home Loan Mortgage Corp | Government Issued Security | 2.125% 23 Mar 2012 | 775,000 | 786,877 | ||||
United States Treasury Nts | Government Issued Security | 2.875% 30 Jun 2010 | 665,000 | 673,702 | ||||
United States Treasury Nts | Government Issued Security | 2.625% 29 Feb 2016 | 655,000 | 637,192 | ||||
WI Treasury N/B | Government Issued Security | 3.375% 15 Nov 2019 | 660,000 | 634,841 | ||||
Resolution Fdg Fbe Cpn Strips | Government Issued Security | 0% 15 Apr 2015 | 715,000 | 601,967 | ||||
Arab Rep Egypt | Government Issued Security | 4.45% 15 Sep 2015 | 560,000 | 587,507 | ||||
United States Treasury Nts | Government Issued Security | 2.375% 31 Aug 2014 | 550,000 | 545,961 | ||||
United States Treasury Nts | Government Issued Security | 4.875% 15 Aug 2016 | 470,000 | 516,853 | ||||
United States Treasury N/B | Government Issued Security | 1.75% 15 Aug 2012 | 500,000 | 503,242 | ||||
United States Treasury N/B | Government Issued Security | 3.625% 19 Mar 2010 | 480,000 | 471,900 | ||||
United States Treasury Nts | Government Issued Security | 3.375% 30 Jun 2013 | 415,000 | 435,588 | ||||
Resolution Fdg Fbe Cpn Strips | Government Issued Security | 0% 15 Jul 2017 | 595,000 | 434,912 | ||||
Fico Strip Cpn A | Government Issued Security | 0% 08 Aug 2015 | 530,000 | 427,965 | ||||
United States Treasury Nts | Government Issued Security | 4.5% 15 May 2017 | 400,000 | 427,594 | ||||
United States Treasury Bds | Government Issued Security | 4.5% 15 May 2038 | 420,000 | 411,272 | ||||
Federal Home Loan Mortgage Corp | Government Issued Security | 5.5% 18 Jul 2016 | 350,000 | 391,355 | ||||
Nova Scotia Prov Cda | Government Issued Security | 5.125% 26 Jan 2017 | 335,000 | 356,711 | ||||
Resolution Fdg Fbe Cpn Strips | Government Issued Security | 0% 15 Jan 2014 | 320,000 | 286,147 | ||||
Financing Corp | Government Issued Security | 10.7% 06 Oct 2017 | 200,000 | 283,651 | ||||
Tennessee Valley Authority | Government Issued Security | 5.25% 15 Sep 2039 | 275,000 | 272,485 | ||||
Ontario Prov Cda | Government Issued Security | 4.1% 16 Jun 2014 | 250,000 | 260,904 | ||||
United States Treasury Nts | Government Issued Security | 4.25% 15 Aug 2015 | 235,000 | 251,523 | ||||
WI Treasury Nb | Government Issued Security | 2.125% 30 Nov 2014 | 255,000 | 248,964 | ||||
Financement Que | Government Issued Security | 5% 25 Oct 2012 | 225,000 | 237,404 | ||||
Federal Home Loan Mortgage Corp | Government Issued Security | 6.75% 15 Mar 2031 | 190,000 | 231,380 | ||||
Financing Corp Princ Fico Strp | Government Issued Security | 0% 26 Sep 2019 | 355,000 | 222,931 | ||||
United Mexican States | Government Issued Security | 6.375% 16 Jan 2013 | 195,000 | 215,475 | ||||
United States Treasury Bds | Government Issued Security | 6.25% 15 Aug 2023 | 160,000 | 191,100 | ||||
United States Treasury Nts | Government Issued Security | 1.125% 15 Jan 2012 | 185,000 | 184,826 | ||||
WI Treasury Nb | Government Issued Security | 3.25% 30 Jun 2016 | 145,000 | 145,419 | ||||
United States Treasury N/B | Government Issued Security | 1.375% 15 Sep 2012 | 105,000 | 104,508 | ||||
United States Treasury Nts | Government Issued Security | 2% 28 Feb 2010 | 45,000 | 45,128 | ||||
United States Treasury Bds | Government Issued Security | 3.5% 15 Feb 2039 | 55,000 | 45,048 | ||||
Curators Univ Mo Sys Facs Rev | Municipal Bond | 5.96% 01 Nov 2039 | 140,000 | 142,986 | ||||
Vanguard Fixed Income Securities Fund | Mutual Fund | 3,024,636 | 30,367,343 | |||||
MSCI Daily Canadian Index Securities Lending FD ZVCI | Mutual Fund | 690,699 | 8,275,260 | |||||
*State Street Bank Daily EAFE Index | Mutual Fund | 6,301,009 | 79,814,881 | |||||
PIMCO Total Return Fund | Mutual Fund | 9,250,124 | 99,901,338 | |||||
Oncor Electric Delivery Transition | Other Asset Backed | 5.42% 15 Aug 2017 | 1,400,000 | 1,526,296 | ||||
RSB Bondco LLC | Other Asset Backed | 5.47% 01 Oct 2014 | 1,239,198 | 1,314,438 | ||||
Credit Suisse First Boston Mortgage | Other Asset Backed | 6.38% 18 Dec 2035 | 869,815 | 892,282 | ||||
CNH Equipment Tr | Other Asset Backed | 4.93% 15 Aug 2014 | 735,000 | 761,326 |
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Table of Contents
Name of Issue, Borrower, Lessor or Similar Party | Description of Investment | Rate and Maturity (when applicable) | Shares or Units | Current Value | |||||
CCCIT 2009 A5 A5 | Other Asset Backed | 2.25% 23 Dec 2014 | 595,000 | 589,098 | |||||
Centerpoint Energy Trans Bd Co | Other Asset Backed | 5.17% 01 Aug 2019 | 490,000 | 531,875 | |||||
CPL Transition Fdg LLC | Other Asset Backed | 5.96% 15 Jul 2015 | 400,000 | 433,776 | |||||
Great Riv Energy | Other Asset Backed | 5.829% 01 Jul 2017 | 397,424 | 432,449 | |||||
AEP Tex Cent Transition Fdg | Other Asset Backed | 4.98% 01 Jul 2015 | 400,000 | 423,837 | |||||
Greenwich Capital Comm Fnd | Other Asset Backed | 5.444% 10 Mar 2039 | 415,000 | 366,671 | |||||
Procter & Gamble Profit | Other Asset Backed | 9.36% 01 Jan 2021 | 262,581 | 320,215 | |||||
TXU Electric Delivery Transition B | Other Asset Backed | 5.29% 15 May 2018 | 235,000 | 254,561 | |||||
CPL Transition Fdg LLC | Other Asset Backed | 6.25% 15 Jan 2017 | 170,000 | 191,549 | |||||
*State Street Bank & Trust Co | Short-term Investment Fund | 19,394,343 | 19,394,343 | ||||||
Monumental Life | |||||||||
IGT Invesco Short-Term Bond Fund | Synthetic Investment Contract | 3.88% 01 Jan 2025 | 184,737,559 | 189,599,417 | |||||
*State Street Bank & Trust | |||||||||
IGT Invesco Short-Term Bond Fund | Synthetic Investment Contract | 3.87% 31 Dec 2099 | 180,238,748 | 184,950,629 | |||||
Bank Of America | |||||||||
IGT Invesco Multi-Manager A Or Better Intermediate Government/Credit Fund | Synthetic Investment Contract | 4.94% 01 Aug 2020 | 140,063,433 | 148,045,009 | |||||
JP Morgan Chase | |||||||||
IGT Invesco Multi-Manager A Or Better Intermediate Government/Credit Fund | Synthetic Investment Contract | 4.9% 31 Dec 2050 | 137,818,853 | 145,238,613 | |||||
Pacific Life Insurance | |||||||||
IGT Invesco Multi-Manager A Or Better Core Fund | Synthetic Investment Contract | 4.64% 31 Dec 2050 | 121,359,550 | 121,800,715 | |||||
*Participants Loans | Loans with interest rates (ranging from 4.25% to 9.75% with various maturities) | 72,879,291 | 72,635,265 | ||||||
Self-Directed Personal Choice Retirement Account | 195,276,232 | ||||||||
Total Investments not including the Plan’s investment in the Master Trust | $ | 2,778,106,288 | |||||||
* | Represents a party in interest |
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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 18, 2010 | /s/ Patrick J. Halbach | |
Date | Patrick J. Halbach | |
Authorized Representative |
33