U.S. 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 |
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| For the fiscal year ended December 31, 2005 |
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or | |
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission File Number 1-12432
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
American Power Conversion Corporation Consolidated 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
American Power Conversion Corporation
132 Fairgrounds Road
West Kingston, Rhode Island 02892
REQUIRED INFORMATION
A. | Financial Statements and Schedule |
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| Report of Independent Registered Public Accounting Firm |
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| Statements of Net Assets Available for Plan Benefits as of December 31, 2005 and 2004 |
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| Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2005 and 2004 |
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| Notes to Financial Statements |
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| Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 2005 |
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B. | Exhibit Listing |
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| Exhibit |
| Description |
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| 23 |
| Consent of Independent Registered Public Accounting Firm |
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AMERICAN POWER CONVERSION CORPORATION
CONSOLIDATED 401(k) PLAN
December 31, 2005 and 2004
Table of Contents
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Statements of Changes in Net Assets Available for Plan Benefits |
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| 7 — 15 |
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Schedule |
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1 Schedule H, Line 4i — Schedule of Assets (Held at End of Year) |
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Note: Certain schedules as required by Section 103(b)(3) of the Employee Retirement Income Security Act of 1974, have not been included herein as the information is not applicable.
Report of Independent Registered Public Accounting Firm
The Consolidated 401(k) Plan Committee
American Power Conversion Corporation
We have audited the accompanying statements of net assets available for plan benefits of the American Power Conversion Corporation Consolidated 401(k) Plan (the Plan) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for plan benefits for the years then ended. 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 plan benefits of the American Power Conversion Corporation Consolidated 401(k) Plan as of December 31, 2005 and 2004, and the changes in net assets available for plan benefits for the years then ended, in conformity with U. S. generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements as of December 31, 2005, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Providence, Rhode Island
June 9, 2006
4
AMERICAN POWER CONVERSION CORPORATION
CONSOLIDATED 401(K) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2005 and 2004
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| 2005 |
| 2004 |
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Cash |
| $ | — |
| $ | 523,624 |
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Contributions receivable |
| 696,968 |
| 459,860 |
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| 696,968 |
| 983,484 |
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Investments: |
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American Power Conversion Corporation common stock |
| 114,281,598 |
| 124,414,823 |
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Investments in common/collective trusts |
| — |
| 8,577,021 |
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| 114,281,598 |
| 132,991,844 |
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Mutual funds |
| 62,623,264 |
| 36,277,184 |
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Loan to participants |
| 1,831,434 |
| 1,678,272 |
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Total investments |
| 178,736,296 |
| 170,947,300 |
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Net assets available for plan benefits |
| $ | 179,433,264 |
| $ | 171,930,784 |
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See accompanying notes to financial statements.
5
AMERICAN POWER CONVERSION CORPORATION
CONSOLIDATED 401(K) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2005 and 2004
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| 2005 |
| 2004 |
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Additions (deductions) to net assets attributed to: |
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Investment income (loss): |
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Net realized loss |
| $ | (10,707,518 | ) | $ | (1,311,414 | ) |
Net unrealized gain (loss) |
| 13,882,502 |
| (14,927,478 | ) | ||
Investment income |
| 3,527,689 |
| 2,320,601 |
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| 6,702,673 |
| (13,918,291 | ) | ||
Contributions: |
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Participants |
| 9,601,170 |
| 8,538,059 |
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Employer |
| 5,984,453 |
| 4,508,966 |
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| 15,585,623 |
| 13,047,025 |
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Total additions (deductions) |
| 22,288,296 |
| (871,266 | ) | ||
Deductions from net assets attributed to: |
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Distributions paid to participants |
| 14,768,694 |
| 5,679,653 |
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Total deductions |
| 14,768,694 |
| 5,679,653 |
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Net increase (decrease) prior to other |
| 7,519,602 |
| (6,550,919 | ) | ||
Other |
| (17,122 | ) | (5,467 | ) | ||
Net increase (decrease) in net assets available for plan benefits |
| 7,502,480 |
| (6,556,386 | ) | ||
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Net assets available for plan benefits: |
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Beginning of year |
| 171,930,784 |
| 178,487,170 |
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End of year |
| $ | 179,433,264 |
| $ | 171,930,784 |
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See accompanying notes to financial statements.
6
AMERICAN POWER CONVERSION CORPORATION
CONSOLIDATED 401(k) PLAN
December 31, 2005 and 2004
(1) Description of Plan
The following brief description of the American Power Conversion Corporation Consolidated 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
Effective July 1, 2003, the Company amended and restated the Plan in its entirety to reflect the merger of the ESOP and renamed the Plan as the American Power Conversion Corporation Consolidated 401(k) Plan.
Following the Consolidation of the Plan, the Company received a favorable determination letter, dated September 30, 2003 from the Internal Revenue Service (IRS). In March 2005, the Company amended the Plan. The amendment changes the amount for distribution of vested benefits to be paid to terminated participants in a single-lump sum from less than $5,000 to less than $1,000. The Plan is currently designed and being operated in compliance with the applicable requirements of the IRS.
On April 14, 2005, the Company transitioned the trustee, recordkeeping, and custodian responsibilities of the plan from Merrill Lynch. As of that conversion date, the plan Trustee and Custodian is Fidelity Management Trust Company (FMTC), a qualifying bank under DOL Reg. 2520.103-5. The plan Recordkeeper is Fidelity Investments Institutional Operations Company, Inc. (FIIOC).
(a) General
The Plan is a qualified defined contribution plan covering American Power Conversion Corporation (the Company) employees who have completed at least 30 days of service with the Company. The Plan covers all U.S. employees working for the Company and the participating affiliates, APC America, Inc., APC Sales and Service Corporation, Systems Enhancement Corporation, APC DC Network Solutions, Inc., ABL Electronics Corporation, and Netbotz, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
(b) Contributions
An employee may elect to contribute pre-tax savings subject to a maximum of 80% of annual compensation or the dollar limit established by the IRS ($14,000 for 2005 and $13,000 for 2004), whichever is less. The Company may match this salary savings contribution at a rate of up to 100% of the first 3%, up to 50% of the next 3% of the participant’s salary and bonus compensation, excluding commissions, incentive compensation, taxable fringe benefits, moving expenses, auto and other allowances, and disqualifying dispositions of Company stock. A maximum of 6% per participant contributions are subject to employer match. The Company may also make discretionary profit-sharing contributions to the Plan. All employer matching and profit-sharing contributions are deposited to the American Power Conversion Corporation Common Stock Fund. Additional deferrals (“catch-up contributions”) are available for eligible participants aged 50 or over at the end of the Plan year ($4,000 for 2005 and $3,000 for 2004). The catch-up contributions are not eligible for 401(k) matching.
There were no discretionary contributions made for the 2005 or 2004 Plan years.
(Continued)
7
(c) Vesting
Participants are fully vested to the extent of their salary savings contributions and earnings on those contributions. Participants are immediately vested in employer matching contributions and the related earnings. However, any discretionary (profit-sharing) contributions vest on a schedule of 25% after 2 years of service, and an additional 25% per year thereafter until 100% vesting is reached after five years of service.
(d) Loans to Participants
Participants may borrow from their vested account balance under certain circumstances as provided in the Plan agreement. The minimum loan amount is $1,000 and participants may borrow the lesser of 50% of their vested account balance or $50,000. Interest on loans is charged at the prevailing commercial interest rate for loans of a similar type (prime plus 1%) with a repayment term not to exceed five years. This term can be extended if the loan is used for the purchase of the participant’s primary residence. A participant may not have more than one loan outstanding at any time.
(e) Payment of Account Balances
Upon termination from the Plan, a participant’s vested accrued balance in his or her account shall be distributed as a single lump-sum payment. Distributions may also be made in cash or in kind, or part cash and part in kind.
(f) Hardship Withdrawal
The Plan provides for hardship withdrawals, as defined by the Plan, from the participant’s account. Participants who take a hardship withdrawal must be suspended from contributing to the Plan for a period of six months following the date of the withdrawal.
(g) Forfeitures
Forfeitures are utilized to: (i) reinstate previously forfeited account balances of former participants; (ii) satisfy administrative expenses; and (iii) reduce subsequent Company contributions.
(h) Diversification Out of Company Stock
In December 2002, the Board of Directors of the Company voted to merge the assets of the American Power Conversion Employee Stock Ownership Plan (ESOP) into the American Power Conversion Corporation 401(k) Plan during the 2003 Plan year. During May 2003, the participants of the ESOP were notified of the anticipated merger. On July 1, 2003, the assets of the ESOP totaling $83,333,837 were transferred to the Plan.
Subsequent to the merger of the ESOP and Plan, 50% of the number of shares held in a participant ESOP account on the date of the merger became diversifiable shares (ESOP Unrestricted Source). The other 50% of the participant’s ESOP account will remain invested in APC Stock indefinitely (ESOP Restricted Source) or until the participant reaches age 55 and has 10 years of APCC service.
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The Company stock in all other sources: company match, employee contributions, dividends, profit sharing, can be diversified each quarter during the APCC open stock trading window periods. The diversification is at the full discretion of the participant.
Voting rights of the securities of the Company are provided for in the Plan document. Each participant is entitled to direct the Trustee as to the manner in which the shares in the participants employees stock account are to be voted.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Certain prior year amounts have been reclassified to confirm to the current year’s presentation.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions to net assets available for plan benefits during the reporting period. Actual results could differ from those estimates.
(b) Investments
Investments are stated at aggregate fair market values. Loans are valued at cost, which approximates fair value. Quoted market prices are used to value investments.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
(c) Expenses
All expenses of the Plan are paid by the Company in accordance with the Plan agreement, with the exception of loan set-up fees, which are paid by each participant receiving a loan, and are paid out of the participant’s account. In 2005 and 2004, administrative expenses are included in the “Statement of Changes in Net Assets Available for Plan Benefits” under the heading “Other”.
(d) Payment of Account Balances
Distributions are recorded when paid.
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(3) Investments
During the 2004 plan year and from January 1, 2005 through April 13, 2005, the Plan’s investments were held in trust and managed by Merrill Lynch. Effective April 14, 2005 through December 31, 2005, the Plan’s investments were managed by Fidelity Management Trust Company. Participants may direct employer and employee contributions into any of the investment options listed below. The following table summarizes the investments held by Merrill Lynch at December 31, 2004 and Fidelity Management Trust Company at December 31, 2005. Investments representing 5% or more of net assets available for plan benefits are indicated by an asterisk (*).
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| 2005 |
| 2004 |
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| Number of |
| Fair market |
| Number of |
| Fair market |
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| value |
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American Power Conversion Corporation common stock (note 4) |
| 5,194,618 |
| $ | 114,281,598 | * | 5,813,777 |
| $ | 124,414,823 | * |
Merrill Lynch Equity Index Trust 1 |
| — |
| — |
| 47,931 |
| 4,261,038 |
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Merrill Lynch Retirement Preservation Trust |
| — |
| — |
| 4,315,983 |
| 4,315,983 |
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Merrill Lynch Fundamental Growth Fund Class 1 |
| — |
| — |
| 290,258 |
| 5,131,767 |
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Pimco Total Return Fund Class A |
| — |
| — |
| 323,737 |
| 3,454,279 |
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MFS New Discovery Fund Class A |
| — |
| — |
| 212,302 |
| 3,481,748 |
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Ariel Fund |
| — |
| — |
| 105,705 |
| 5,620,316 |
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Merrill Lynch Equity Dividend Fund Class 1 |
| — |
| — |
| 289,363 |
| 4,129,213 |
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Templeton Foreign Fund |
| — |
| — |
| 377,519 |
| 4,643,478 |
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Massachusetts Investors Growth Stock Fund Class A |
| — |
| — |
| 318,334 |
| 3,934,609 |
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Merrill Lynch Basic Value Fund Class 1 |
| — |
| — |
| 184,845 |
| 5,881,774 |
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Pimco Total Return Fund — Administrative Class |
| 476,816 |
| 5,006,563 |
| — |
| — |
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Baron Grown Fund |
| 112,092 |
| 5,088,974 |
| — |
| — |
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Calamos Growth Fund — Class A |
| 8,909 |
| 490,523 |
| — |
| — |
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Oakmark Equity and Income Fund — Class I |
| 24,021 |
| 600,055 |
| — |
| — |
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Oppenheimer Developing Markets Fund — Class A |
| 53,224 |
| 1,933,643 |
| — |
| — |
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Artisan Mid Cap Value Fund |
| 56,978 |
| 1,068,331 |
| — |
| — |
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Dodge & Cox International Stock Fund |
| 27,023 |
| 946,599 |
| — |
| — |
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Lord Abbett Small-Cap Value Fund — Class A |
| 16,033 |
| 454,689 |
| — |
| — |
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10
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| 2005 |
| 2004 |
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| Number of |
| Fair market |
| Number of |
| Fair market |
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| value |
| shares |
| value |
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American Beacon Small Cap Value-Fund — Plan Ahead Class |
| $ | 312,845 |
| 6,266,279 |
| — |
| — |
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American Century Large Company Value Fund Investor Class |
| 1,552,165 |
| 10,089,070 | * | — |
| — |
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Fidelity Contrafund |
| 177,868 |
| 11,518,732 | * | — |
| — |
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Fidelity Leveraged Company Stock Fund |
| 55,465 |
| 1,443,188 |
| — |
| — |
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Fidelity International Discovery Fund |
| 197,325 |
| 6,247,319 |
| — |
| — |
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Fidelity Freedom Income Fund |
| 8,082 |
| 91,896 |
| — |
| — |
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Fidelity Freedom 2010 |
| 8,161 |
| 114,661 |
| — |
| — |
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Fidelity Freedom 2020 |
| 34,289 |
| 504,394 |
| — |
| — |
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Fidelity Freedom 2030 |
| 25,640 |
| 385,113 |
| — |
| — |
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Fidelity Freedom 2040 |
| 33,993 |
| 300,161 |
| — |
| — |
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Fidelity Retirement Money Market Portfolio |
| 5,663,374 |
| 5,663,374 |
| — |
| — |
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Spartan U.S. Equity Index Fund |
| 99,857 |
| 4,409,700 |
| — |
| — |
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A brief description of each fund’s investment objective follows:
Merrill Lynch Equity Index Trust 1 invests primarily in a portfolio of equity securities designed to match the performance of the S&P 500 Index.
Merrill Lynch Retirement Preservation Trust seeks to provide preservation of capital, liquidity, and current income at levels that are typically higher than those provided by money market funds.
Merrill Lynch Fundamental Growth Fund Class 1 seeks long-term growth of capital by investing in a diversified portfolio of equity securities, placing particular emphasis on companies that have exhibited above-average growth rates in earnings.
Pimco Total Return Fund Class A seeks to maximize total return, consistent with preservation of capital and prudent investment management. Under normal circumstances, the Fund invests at least 65% of its total assets in a diversified portfolio of fixed-income securities of varying maturities.
MFS New Discovery Fund Class A seeks capital appreciation by investing at least 65% of its total assets in U.S. or foreign companies that Fund management believes offer superior prospects for growth.
Ariel Fund seeks long-term capital appreciation by investing in companies with market capitalization primarily under $1.5 billion at the time of investment, with an emphasis on small-cap stocks.
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Merrill Lynch Equity Dividend Fund Class 1 provides shareholders with long-term total return by investing primarily in a diversified portfolio of dividend-paying common stocks that yield more than the S&P 500 Index. Total return is the aggregate of income and capital value changes.
Templeton Foreign Fund seeks to achieve long-term capital growth through a flexible policy of investing in the equity and debt securities of companies and governments outside the U.S. Although the Fund primarily invests in common stocks, it also may invest in preferred stocks and certain debt securities, rated or unrated.
Massachusetts Investors Growth Stock Fund Class A seeks to provide long-term growth of capital and future income rather than current income. The fund may invest up to 50% of its total assets in foreign securities, including securities of issuers located in developing markets.
Merrill Lynch Basic Value Fund Class 1 seeks capital appreciation, and secondarily, income, by investing primarily in equities that appear to be undervalued.
As of April 14, 2005 conversion date:
Pimco Total Return Fund-Administrative Class is an income mutual fund that seeks to provide high total return that exceeds general bond market indices and invests in all types of bonds, including U.S. government, corporate, mortgage and foreign.
Baron Growth Fund is a small-cap growth mutual fund that seeks to provide capital appreciation and primarily invests in small cap companies with market values under $2.5 billion.
Calamos Growth Fund - Class A is a growth mutual fund that seeks to provide long-term capital growth and primarily invests in companies that have the potential for above-average, sustainable earnings growth that are believed to outperform most analysts’ expectations.
Oakmark Equity and Income Fund - Class 1 is an income mutual fund that seeks to provide high current income and preservation of capital and primarily invests in a diversified portfolio of U.S. equity and fixed-income securities.
Oppenheimer Developing Markets Fund - Class A is a growth mutual fund that invests in emerging markets overseas that seeks to provide long-term capital appreciation and primarily invests in common stocks of issuers in whose principal activities are in at least three developing markets.
Artisan Mid Cap Value Fund is a domestic equity mutual fund that seeks to provide maximum long-term capital growth and primarily invests in a diversified portfolio of stocks of medium-sized U.S. companies that are believed to be undervalued, in solid financial conditions and provide a controlled level of risk.
Dodge & Cox International Stock Fund is a mutual fund that invests internationally that seeks to provide long-term growth of principal and income and primarily invests in a diversified portfolio of
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equity securities issued by non-U.S. companies from at least three different foreign countries, including emerging markets.
Lord Abbett Small-Cap Value Fund - - Class A is a small-cap value mutual fund that seeks to provide long-term capital appreciation and primarily invests at least 80% of its net assets in equity securities of companies with market capitalizations of less than $2 billion at the time of purchase.
American Beacon Small Cap Value-Fund-Plan Ahead Class is a small cap value mutual fund that seeks to provide long-term capital appreciation and current income and primarily invests at least 80% of the total assets of the fund in equity securities of U.S. companies with market capitalization of $2.6 billion or less at the time of investment.
American Century Large Company Value Fund - Investor Class is a large-cap value mutual fund that seeks to provide long-term capital growth with income as a secondary objective and primarily invests at least 80% of its assets in equity securities of companies comprising the Russell 1000.
Fidelity Contrafund is a growth mutual fund that seeks to provide capital appreciation and primarily invests in common stocks.
Fidelity Leveraged Company Stock Fund is a growth mutual fund that seeks to provide capital appreciation and primarily invests at least 80% of its assets in common stocks of leveraged companies.
Fidelity International Discovery Fund is a growth and income mutual fund that invests internationally seeking to provide long-term growth of capital and primarily invests in foreign securities.
Fidelity Freedom Income Fund is an asset allocation mutual fund that seeks to provide high current income and some capital appreciation for those already in retirement and primarily invests approximately 20% in Fidelity stock mutual funds, 40% in Fidelity bond mutual funds, and 40% in Fidelity money market mutual funds.
Fidelity Freedom Funds (2010, 2020, 2030, 2040) are mutual funds with target retirement dates that seek to provide high total returns. The asset mix of each Freedom fund with a target retirement date will gradually become more conservative over time so investors can stay with the same fund before and during retirement.
Fidelity Retirement Money Market Portfolio is an asset allocation mutual fund that seeks to provide high current income and some capital appreciation for those already in retirement and primarily invests approximately 20% in Fidelity stock mutual funds, 40% in Fidelity bond mutual funds, and 40% in Fidelity money market mutual funds.
Spartan U.S. Equity Index Fund is an asset allocation mutual fund that seeks to provide high total returns for those planning to retire around 2020.
13
American Power Conversion Corporation common stock is offered to Plan participants as an additional investment option. Shares are purchased in the open market at the time employee contributions are received. The timing of all stock transactions is subject to the availability of American Power Conversion Corporation common stock on the open market, and prices are set by the market.
(4) Nonparticipant-Directed Investments
The employer matching contribution is entirely directed to purchasing shares of common stock of American Power Conversion Corporation. However, the participant may reallocate this investment to any of the other funds in the Plan restricted only by the closed employee stock trading periods. Furthermore, employees may elect to direct a portion of their 401(k) contribution towards purchasing shares of common stock of American Power Conversion Corporation.
Information about the net assets and the components of the changes in net assets relating to shares of common stock of American Power Conversion Corporation and the related employer contribution receivable is as follows:
| December 31 |
| ||||
|
| 2005 |
| 2004 |
| |
Net assets: |
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|
|
|
| |
American Power Conversion Corporation common stock |
| $ | 114,732,250 |
| $124,874,719 |
|
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|
|
| |
Changes in net assets: |
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|
|
| |
Contributions |
| 5,760,613 |
| 5,280,000 |
| |
Net realized losses |
| (10,990,426 | ) | (1,394,360 | ) | |
Net unrealized gains (losses) |
| 16,262,075 |
| (17,799,355 | ) | |
Benefits paid to participants |
| (14,368,368 | ) | (4,217,095 | ) | |
Interest on outstanding participant loans |
| 18,594 |
| 10,675 |
| |
Investment income |
| 1,364,941 |
| 1,325,904 |
| |
Other |
| (15,186 | ) | 26 |
| |
Net interfund transfer out |
| (8,305,811 | ) | (3,728,720 | ) | |
Loan repayments |
| 131,099 |
| 65,049 |
| |
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Decrease in net assets |
| $ | (10,142,469 | ) | $(20,457,876 | ) |
14
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will be fully vested in their accounts.
(6) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated September 30, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving its determination letter, however, the Plan Administrator believes that the Plan as amended is currently designed and operated in accordance with applicable requirements of the Code.
(7) Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by the Trustee. During 2004 and for the period from January 2005 through April 13, 2005, Merrill Lynch was the Trustee. From April 14, 2005 through December 31, 2005, FMTC was the Trustee for the Plan. Transactions with both Merrill Lynch and FMTC qualify as party-in-interest transactions.
(8) Realized/Unrealized Gains and Losses
Net realized and unrealized gains (losses) by investment type for the year ended December 31, 2005 and 2004 were comprised of the following:
| 2005 |
| 2004 |
| |||||||||
|
| Realized |
| Unrealized |
| Realized |
| Unrealized |
| ||||
Common stock |
| $ | (10,990,426 | ) | $ | 16,262,075 |
| $ | (1,394,360 | ) | $ | (17,799,355 | ) |
Common/collective trusts |
| — |
| (122,707 | ) | 19,502 |
| 369,945 |
| ||||
Mutual funds |
| 282,908 |
| (2,256,866 | ) | 63,444 |
| 2,501,932 |
| ||||
Total |
| $ | (10,707,518 | ) | $ | 13,882,502 |
| $ | (1,311,414 | ) | $ | (14,927,478 | ) |
15
AMERICAN POWER CONVERSION CORPORATION
CONSOLIDATED 401(K) PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2005
Identity of issuer, borrower, |
| Description of investment |
| Cost |
| Current | ||
|
|
|
|
|
|
| ||
Pacific Investment Management Company |
| Pimco Total Return Fund-Administrative Class |
| $ | 5,074,597 |
| $ | 5,006,563 |
BAMCO, Inc. |
| Baron Growth Fund |
| 5,026,359 |
| 5,088,974 | ||
Calamos Asset Management, Inc. |
| Calamos Growth Fund—Class A |
| 456,134 |
| 490,523 | ||
Harris Associates, LP |
| Oakmark Equity and Income Fund—Class I |
| 583,727 |
| 600,055 | ||
Oppenheimer Funds |
| Oppenheimer Developing Markets Fund—Class A |
| 1,639,113 |
| 1,933,643 | ||
Artisan Partners Limited Partnership |
| Artisan Mid Cap Value Fund |
| 1,050,497 |
| 1,068,331 | ||
Dodge & Cox |
| Dodge & Cox International Stock Fund |
| 861,488 |
| 946,599 | ||
Lord Abbett & Col, LLC |
| Lord Abbett Small-Cap Value Fund—Class A |
| 458,464 |
| 454,689 | ||
AMR Investments |
| American Beacon Small Cap Value-Fund—Plan-Ahead Class |
| 5,971,954 |
| 6,266,279 | ||
American Century Investment Management, Inc. |
| American Century Large Company Value Fund—Investor Class |
| 9,876,863 |
| 10,089,070 | ||
|
|
|
|
|
|
| ||
*American Power Conversion Corporation |
| Common stock |
| 34,714,925 |
| 114,281,598 | ||
*Fidelity |
| Fidelity Contrafund |
| 10,073,179 |
| 11,518,732 | ||
*Fidelity |
| Fidelity Leveraged Company Stock Fund |
| 1,339,299 |
| 1,443,188 | ||
*Fidelity |
| Fidelity International Discovery Fund |
| 5,633,333 |
| 6,247,319 | ||
*Fidelity |
| Fidelity Freedom Income Fund |
| 91,145 |
| 91,896 | ||
*Fidelity |
| Fidelity Freedom 2010 Fund |
| 112,550 |
| 114,661 | ||
*Fidelity |
| Fidelity Freedom 2020 Fund |
| 484,771 |
| 504,394 | ||
*Fidelity |
| Fidelity Freedom 2030 Fund |
| 362,411 |
| 385,113 | ||
*Fidelity |
| Fidelity Freedom 2040 Fund |
| 294,050 |
| 300,161 | ||
*Fidelity |
| Fidelity Retirement Money Market Portfolio |
| 5,663,374 |
| 5,663,374 | ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
*Licensed to, Fidelity Distributors Corporation, The McGraw-Hill Companies, Inc. |
| Spartan U.S. Equity Index Fund |
| 4,145,418 |
| 4,409,700 | ||
Loans to participants (225 loans) |
| Rate of loans (5-10%) |
|
|
| 1,831,434 | ||
|
|
|
|
|
| $ | 178,736,296 | |
*Indicates a party-in-interest to the Plan.
See accompanying independent registered public accounting firm report.
16
SIGNATURES
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.
AMERICAN POWER CONVERSION CORPORATION CONSOLIDATED 401(K) PLAN
By: American Power Conversion Corporation, Plan Administrator
By: /s/ Richard J. Thompson |
| |
Richard J. Thompson, |
| |
Senior Vice President, Finance |
| |
and Chief Financial Officer |
| |
June 26, 2006 |
| |
17
Exhibit |
|
|
|
Number |
| Description |
|
|
|
|
|
23 |
| Consent of Independent Registered Public Accounting Firm |
|
18
