File No. 1-8610
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K |
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ANNUAL REPORT |
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Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004
Commission File Number l-8610
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SBC SAVINGS AND SECURITY PLAN |
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SBC COMMUNICATIONS INC.
175 E. Houston, San Antonio, Texas 78205
Financial Statements, Supplemental Schedules and Exhibit
Table of Contents
Page
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Report of Independent Registered Public Accounting Firm |
1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 |
2 |
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Statement of Changes in Net Assets Available for Benefits for the |
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Year Ended December 31, 2004 |
3 |
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Notes to Financial Statements |
4 |
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Supplemental Schedules: |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
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Schedule H, Line 4j – Schedule of Reportable Transactions |
14 |
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Exhibit: |
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23 - Consent of Independent Registered Public Accounting Firm |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SBC Communications Inc., Plan Administrator
for SBC Savings and Security Plan
We have audited the accompanying statements of net assets available for benefits of SBC Savings and Security Plan as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 at December 31, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2004, and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to auditing procedures applied in our audits of the financial statements, and in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
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/s/ ERNST & YOUNG LLP |
San Antonio, Texas
June 14, 2005
1
SBC SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in Thousands)
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December 31, | |||
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2004 |
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2003 |
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ASSETS |
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Investments (See Note 3) |
$ |
4,956,665 |
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$ |
4,732,060 |
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Dividends and interest receivable |
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54 |
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31 |
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Receivable for investments sold |
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423 |
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603 |
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Other |
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1 |
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- |
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Total Assets |
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4,957,143 |
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4,732,694 |
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LIABILITIES |
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Administrative expenses payable |
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3,163 |
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2,025 |
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Payable for investments purchased |
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- |
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3,305 |
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Excess Contribution |
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- |
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29 |
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Total Liabilities |
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3,163 |
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5,359 |
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Net Assets Available for Benefits |
$ |
4,953,980 |
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$ |
4,727,335 |
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See Notes to Financial Statements. |
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2
SBC SAVINGS AND SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
(Dollars in Thousands)
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Net Assets Available for Benefits, December 31, 2003 |
$ |
4,727,335 |
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Additions to Net Assets: |
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Contributions: |
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Participant contributions |
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296,574 |
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Employer contributions |
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155,559 |
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452,133 |
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Investment Income: |
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Net appreciation in value of investments |
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109,655 |
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Dividends on SBC common shares |
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119,984 |
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Interest |
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47,096 |
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Transfer from SBC Savings Plan |
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143 |
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276,878 |
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Total Net Additions |
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729,011 |
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Deductions from Net Assets: |
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Administrative expenses |
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7,541 |
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Distributions |
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494,825 |
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Total Deductions |
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502,366 |
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Net Assets Available for Benefits, December 31, 2004 |
$ |
4,953,980 |
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See Notes to Financial Statements. |
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3
SBC SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
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1. |
Plan Description - The SBC Savings and Security Plan (Plan) was established by SBC Communications Inc. (SBC or the Company) to provide a convenient way for eligible employees to save for retirement on a regular and long-term basis. The majority of eligible employees are represented by the Communications Workers of America or the International Brotherhood of Electrical Workers. The following description of the Plan provides only general information. The Plan has detailed provisions covering participant eligibility, participant allotments from pay, participant withdrawals, participant loans, employer contributions and related vesting of contributions and Plan expenses. The Plan text and prospectus include complete descriptions of these and other Plan provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
Participants can invest their contributions in one or more of the following funds in five dollar or 1% increments: the SBC Shares Fund, the Bond Fund, the Large Cap Stock Fund, the Interest Income Fund, the Asset Allocation Fund, the Global Equity Fund, the Mid and Small Cap Stock Fund and the International Stock Fund.
Company matching contributions are made solely in the form of shares of SBC’s common stock held in an Employee Stock Ownership Plan (ESOP) which is a separate investment account of this Plan.
Dividends on shares in the SBC Shares Fund and the ESOP can either be reinvested in the SBC Shares Fund on a quarterly basis, or paid into a separate fund known as a Dividend Fund Account (DFA) for distribution at the end of the year. At the end of the year, dividends held in the DFA are paid out to the participant. Interest earned on dividends held in the DFA will be paid into the SBC Shares Fund. During 2004, Plan participants elected to receive $23,395 in dividend distributions. This amount is included in distributions on the statement of changes in net assets.
Although it has not expressed any intent to do so, SBC 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 that the Plan is terminated, subject to the conditions set forth by ERISA, the account balances of all participants shall be 100% vested.
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2. |
Accounting Policies - The values of investments are determined as follows: SBC common shares on the basis of the closing price as reported on the New York Stock Exchange; contracts with insurance companies and other financial institutions at principal plus reinvested interest which approximates fair value; common collective trust funds at values obtained from fund managers; and temporary cash investments at cost, which approximates fair value. Purchases and sales of securities are reflected as of the trade date. Dividend income is recognized on the ex-dividend date. Interest earned on investments is recognized on the accrual basis. |
The accompanying financial statements were prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
4
SBC SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
(Dollars in Thousands)
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3. |
Investments - Investments representing 5% or more of Plan net assets at either December 31, 2004 or 2003 were: |
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2004 |
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2003 |
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Employee Stock Ownership Plan * |
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SBC common shares |
$ |
1,077,580 |
$ |
1,034,075 |
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SBC Shares Fund |
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SBC common shares |
$ |
1,399,224 |
$ |
1,507,927 |
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Large Cap Stock Fund |
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Barclays Global Investors Equity Index Fund F |
$ |
597,678 |
$ |
528,101 |
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Asset Allocation Fund |
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Barclays Global Investors U.S. Tactical |
$ |
253,375 |
$ |
228,188 |
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* |
Nonparticipant-directed |
During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
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Common Stock |
$ |
(30,071) |
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Common Collective Trusts |
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139,726 |
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Total |
$ |
109,655 |
The Interest Income Fund consists of contracts with various financial institutions and insurance companies that promise to repay principal plus accrued income at contract maturity, subject to the creditworthiness of the issuer. Interest crediting rates are generally established when the contract is purchased and are periodically reset. For the years ended December 31, 2004 and 2003, the average interest rates earned on these contracts were 4.07% and 4.44%. At December 31, 2004, the fixed crediting interest rates on these contracts ranged from 1.66% to 7.62%. At December 31, 2003, the fixed crediting interest rates on these contracts ranged from 3.24% to 7.97%. No valuation reserves were recorded to adjust contract amounts as of December 31, 2004 or 2003.
The Interest Income Fund invests in both guaranteed investment contracts (GICs) and synthetic investment contracts (SICs). SICs differ from GICs in that the assets supporting the SICs are owned by the Plan. A bank or insurance company issues a wrapper contract that allows participant directed transactions to be made at contract value. Wrapper contracts are valued as the difference between the fair value of the supporting assets and the contract value. The assets supporting the GICs and SICs generally consist of high quality fixed income securities with a fair value of $776,475 and $778,091 at December 31, 2004 and 2003.
The Plan provides for investments in various investment securities, which in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
5
SBC SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
(Dollars in Thousands)
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4. |
Nonparticipant-Directed Investments - Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments as of December 31 is as follows: |
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2004 |
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2003 |
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Assets |
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SBC common shares |
$ |
1,077,580 |
$ |
1,034,075 |
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Temporary cash investments |
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1,223 |
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4,069 |
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Dividends and interest receivable |
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4 |
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2 |
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Receivable for investments sold |
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423 |
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603 |
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Total Assets |
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1,079,230 |
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1,038,749 |
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Liabilities |
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Administrative expenses payable |
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695 |
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430 |
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Payable for investments purchased |
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- |
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3,305 |
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Total Liabilities |
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695 |
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3,735 |
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Net Assets Available for Benefits |
$ |
1,078,535 |
$ |
1,035,014 |
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2004 |
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Net Assets Available for Benefits, December 31, 2003 |
$ |
1,035,014 |
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Employer contributions 1 |
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156,440 |
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Interest income |
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26 |
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Transfers from SBC Savings Plan |
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46 |
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Net depreciation in fair value of investments |
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(10,586) |
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Administrative expenses |
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(1,641) |
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Distributions |
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(84,191) |
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Transfers to other fund(s) |
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(16,573) |
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43,521 |
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Net Assets Available for Benefits, December 31, 2004 |
$ |
1,078,535 |
1 Employer contributions includes forfeitures allocated from the SBC Shares Fund.
6
SBC SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
(Dollars in Thousands)
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5. |
Tax Status - The Plan has received a determination letter from the Internal Revenue Service dated |
March 25, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Company has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status.
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6. |
Reconciliation of Financial Statements to Form 5500 - The following is a reconciliation of Net Assets Available for Benefits per the financial statements to the Form 5500 as of December 31: |
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2004 |
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2003 |
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Net Assets Available for Benefits per the financial statements |
$ |
4,953,980 |
$ |
4,727,335 |
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Less: Distribution payable to participants |
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(2,672) |
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(5,022) |
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Net Assets Available for Benefits per the Form 5500 |
$ |
4,951,308 |
$ |
4,722,313 |
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2004:
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Distributions to participants per the financial statements |
$ |
494,825 |
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Add: Distributions payable to participants at December 31, 2004 |
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2,672 |
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Less: Distributions payable to participants at December 31, 2003 |
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(5,022) |
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Distributions to participants per the Form 5500 |
$ |
492,475 |
Distributions payable to participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
7
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
(Dollars in Thousands)
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Identity of Issue |
Description of |
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Cost |
Current | |||
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Employee Stock Ownership Plan |
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* |
SBC common shares |
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41,815,304 shares |
$ |
940,997 |
$ |
1,077,580 |
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* |
Mellon Trust of New England, National |
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Association |
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Temporary cash investment |
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1,222 |
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1,223 |
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Total Employee Stock Ownership Plan |
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942,219 |
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1,078,803 |
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SBC Shares Fund |
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| |
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* |
SBC common shares |
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54,296,603 shares |
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1,399,224 |
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* |
Mellon Trust of New England, National |
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Association |
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Temporary cash investment |
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21,755 |
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Total SBC Shares Fund |
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** |
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1,420,979 |
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Bond Fund |
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* |
Barclays Global Investors Intermediate |
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Governement/Credit Bond Index Fund F |
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7,714,746 units |
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** |
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130,302 |
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Large Cap Stock Fund |
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| |
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* |
Barlcays Global Investors Equity Index |
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Fund F |
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35,095,625 units |
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** |
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597,678 |
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Interest Income Fund |
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| |
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Bank of America Wrapper |
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Synthetic GIC |
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#99-086, 4.04%, *** |
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(1,364) |
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Capital Fin Asset Trust |
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Large Equipment Loan |
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2,024 |
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Chase Manhattan Auto Owner Trust |
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Prime Auto |
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2,897 |
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Commercial Mortgage Asset Trust |
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Conduit |
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2,455 |
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Credit Suisse First Boston |
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Conduit |
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5,128 |
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Credit Suisse First Boston |
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Collateralized Mtg Obligation Commercial/Corporate |
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8,122 |
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Fleet Credit Card MT |
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Bank Credit Card |
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1,987 |
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Federal Home Loan Mortgage Company |
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Agency Debenture |
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4,421 |
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Federal Home Loan Mortgage Multiclass |
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Agency PAC |
|
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|
3,572 |
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Federal National Mtg Assn. - Adj Rate Mtg. |
|
Agency Hybrid |
|
|
|
6,159 |
|
|
Federal National Mtg Assn. - GTD REMIC. |
|
FNMA Remic |
|
|
|
6,794 |
|
|
Federal National Mtg Assn. - GTD REMIC. |
|
Home Equity Agency |
|
|
|
1,897 |
|
|
Federal National Mtg Assn. - GTD REMIC. |
|
Agency PAC |
|
|
|
1,727 |
|
|
Household Private Lab MT2 |
|
Retail Credit Card |
|
|
|
5,213 |
|
|
MBNA Master Credit Card Trust |
|
Monoline Credit Card |
|
|
|
1,685 |
8
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) – (continued)
December 31, 2004
(Dollars in Thousands)
|
Identity of Issue |
Description of |
|
Cost |
Current | |||
|
| |||||||
|
|
Marriot Vacation Club Owner |
|
Collateralized Mtg |
|
|
|
2,011 |
|
|
Nordstrom Pvt Lbl CC MT |
|
Retail Credit Card |
|
|
|
5,129 |
|
|
Prime Credit Card MT |
|
Retail Credit Card |
|
|
|
5,167 |
|
|
Residential Funding Mtg Sec |
|
Home Equity 2nd Monoline |
|
|
|
5,938 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
4,905 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
20,393 |
|
|
Cash on Hand |
|
Cash |
|
|
|
1,291 |
|
|
|
|
|
|
|
|
97,551 |
|
|
|
|
|
|
|
|
|
|
|
IXIS Financial |
|
Non-Participating Synthetic |
|
|
|
4,026 |
|
|
|
|
#436-01, 7.00%, *** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IXIS Financial |
|
Non-Participating Synthetic |
|
|
|
4,057 |
|
|
|
|
#436-02, 7.01%, *** |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
JP Morgan Chase Wrapper |
|
Synthetic GIC |
|
|
|
|
|
|
|
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#426424-T, 4.16%, *** |
|
|
|
(1,901) |
|
|
Amex Optima CC MT |
|
Monoline Credit Card |
|
|
|
3,087 |
|
|
Citibank Credit Card IT |
|
Bank Credit Card |
|
|
|
5,060 |
|
|
Chase Credit Card MT |
|
Bank Credit Card |
|
|
|
3,725 |
|
|
Capital One Master Trust |
|
Monoline Credit Card |
|
|
|
1,034 |
|
|
Credit Suisse First Boston |
|
Conduit |
|
|
|
2,976 |
|
|
Daimler Chrysler NA hldg |
|
Prime Auto |
|
|
|
1,494 |
|
|
Daimler Chrysler NA hldg |
|
Prime Auto |
|
|
|
8,040 |
|
|
Federal Home Loan Mortgage Multiclass |
|
Agency NAS |
|
|
|
5,816 |
|
|
Federal National Mtg Assn. - Adj Rate Mtg. |
|
Agency Hybrid |
|
|
|
5,116 |
|
|
Federal National Mtge Assn |
|
MBS AGY FIX |
|
|
|
8,089 |
|
|
Federal National Mtge Assn |
|
Agency Debenture |
|
|
|
20,449 |
|
|
Federal National Mtge Assn GTD Remic |
|
Agency PAC |
|
|
|
3,208 |
|
|
Federal National Mtge Assn Whole Loan |
|
Agency RP ARM |
|
|
|
3,556 |
|
|
Household Private lbl. CC |
|
Retail Credit Card |
|
|
|
4,170 |
|
|
John Deere Owner Trust |
|
Large Equipment Loan |
|
|
|
6,874 |
|
|
Lehman Brothers Comm Conduit Mtg. |
|
Conduit |
|
|
|
1,040 |
|
|
Navistar Financial |
|
NonPrime Auto |
|
|
|
6,831 |
|
|
USAA Auto Owner Trust |
|
Prime Auto |
|
|
|
7,866 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
1,999 |
|
|
WFS Financial Owner Trust |
|
SubPrime Auto |
|
|
|
3,756 |
|
|
Cash on Hand |
|
Cash |
|
|
|
1,305 |
|
|
|
|
|
|
|
|
103,590 |
|
|
|
|
|
|
|
|
|
|
|
Metropolitan Life Wrapper |
|
Synthetic GIC |
|
|
|
|
|
|
|
|
#28434, 4.11%, *** |
|
|
|
(378) |
|
|
Amex Optima CC MT |
|
Monoline Credit Card |
|
|
|
5,601 |
|
|
Carmax Auto Owner Trust |
|
NonPrime Auto |
|
|
|
185 |
9
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) – (continued)
December 31, 2004
(Dollars in Thousands)
|
Identity of Issue |
Description of |
|
Cost |
Current | |||
|
|
|
|
Bank Credit Card |
|
|
|
4,032 |
|
|
Chase Manhattan Auto Owns Trust |
|
Conduit |
|
|
|
2,455 |
|
|
Federal Home Loan Mtg Multiclass |
|
Agency NAS |
|
|
|
8,585 |
|
|
Federal National Mtg. Assn. |
|
Agency MF BLN |
|
|
|
5,373 |
|
|
Federal National Mtg. Assn. - ACES |
|
Agency MF FIX |
|
|
|
4,744 |
|
|
Federal National Mtg Assn GTD Remic |
|
Home Equity Agency |
|
|
|
4,151 |
|
|
Federal National Mtg Assn Whole Loan |
|
Agency ARM AA |
|
|
|
1,711 |
|
|
Honda Auto Receivables |
|
Prime Auto |
|
|
|
8,455 |
|
|
Household Auto Trust |
|
SubPrime Auto |
|
|
|
306 |
|
|
Household Auto Trust |
|
SubPrime Auto |
|
|
|
6,232 |
|
|
MBNA Master Credit Card Trust |
|
Monoline Credit Card |
|
|
|
1,541 |
|
|
Nissan Auto Owners Trust |
|
Prime Auto |
|
|
|
7,945 |
|
|
Nomura Asset Securities Corporation |
|
Conduit |
|
|
|
8,145 |
|
|
Toyota Auto Owners Trust |
|
Prime Auto |
|
|
|
1,910 |
|
|
Union Acceptance Corp |
|
SubPrime Auto |
|
|
|
2,784 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
6,867 |
|
|
WFS Financial Owner Trust |
|
SubPrime Auto |
|
|
|
3,756 |
|
|
Cash on Hand |
|
Cash |
|
|
|
2,252 |
|
|
|
|
|
|
|
|
86,652 |
|
|
|
|
|
|
|
|
|
|
|
Monumental |
|
Insurance Company General Account |
|
|
|
5,997 |
|
|
|
|
MDA00217FR, 7.17%, *** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monumental Wrapper |
|
Synthetic GIC |
|
|
|
|
|
|
|
|
#MDA00292TR, 4.53%, *** |
|
|
|
(1,608) |
|
|
Asset Backed Funding Certificates |
|
Home Equity Senior Sub |
|
|
|
2,062 |
|
|
Ameriquest Mtg Securities Inc |
|
Home Equity Senior Sub |
|
|
|
2,942 |
|
|
Carmax Auto Owner Trust |
|
Nonprime Auto |
|
|
|
464 |
|
|
Caterpillar Financial Asset |
|
Large Equipment Loan |
|
|
|
5,477 |
|
|
Capital One Auto |
|
Subprime Auto |
|
|
|
121 |
|
|
Capital One Auto |
|
Subprime Auto |
|
|
|
6,956 |
|
|
Federal Home Loan Mtg - Adj Rate Mtg. |
|
Agency Hybrid |
|
|
|
6,686 |
|
|
Federal National Mtg Assn |
|
Agency MF BLN |
|
|
|
5,166 |
|
|
Federal National Mtg Assn - Adj Rate Mtg. |
|
Agency Hybrid |
|
|
|
6,312 |
|
|
Federal National Mtg Assn - Adj Rate Mtg. |
|
Agency Hybrid |
|
|
|
16,285 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
6,050 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
5,742 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
7,261 |
|
|
Ford Auto Owners Trust |
|
Prime Auto |
|
|
|
2,506 |
|
|
Federal Home Loan Mtg - Multiclass. |
|
Home Equity Agency |
|
|
|
2,999 |
|
|
KEYCORP |
|
Conduit |
|
|
|
909 |
|
|
MBNA Master Trust |
|
Monoline Credit Card |
|
|
|
4,139 |
|
|
Morgan Stanley Auto Loan Trust |
|
Prime Auto |
|
|
|
7,364 |
|
|
New Century Home Equity Loan |
|
Home Equity Monoline |
|
|
|
4,140 |
10
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) – (continued)
December 31, 2004
(Dollars in Thousands)
|
Identity of Issue |
Description of |
|
Cost |
Current | |||
|
|
|
|
Corp Fin Other |
|
|
|
1,072 |
|
|
Res Asset Mtg Products |
|
Home Equity Monoline |
|
|
|
4,072 |
|
|
Residential Asset Sec |
|
Home Equity Monoline |
|
|
|
2,693 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
8,061 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
16,989 |
|
|
Vanderbilt Mortgage Finance |
|
Mfg HsgSrSub |
|
|
|
1,408 |
|
|
World Omni Auto Receivables Trust |
|
Prime Auto |
|
|
|
3,527 |
|
|
Cash on Hand |
|
Cash |
|
|
|
430 |
|
|
|
|
|
|
|
|
130,225 |
|
|
|
|
|
|
|
|
|
|
|
Prudential Ins Co |
|
Account |
|
|
|
|
|
|
|
|
#10021-213, 7.03%, *** |
|
|
|
2,639 |
|
|
|
|
|
|
|
|
|
|
|
Prudential Ins Co |
|
Account |
|
|
|
|
|
|
|
|
#10021-214, 6.02%, *** |
|
|
|
2,522 |
|
|
|
|
|
|
|
|
|
|
|
Prudential Ins Co |
|
Account |
|
|
|
|
|
|
|
|
#10072-213, 6.99%, *** |
|
|
|
2,633 |
|
|
|
|
|
|
|
|
|
|
|
Prudential Ins Co |
|
Account |
|
|
|
|
|
|
|
|
#GA1007221, 7.48%, *** |
|
|
|
9,297 |
|
|
|
|
|
|
|
|
|
|
|
Rabobank Nederland |
|
Synthetic GIC |
|
|
|
|
|
|
|
|
SBC-060201, 3.95%, *** |
|
|
|
354 |
|
|
Chase Manhattan Auto Owner Trust |
|
Prime Auto |
|
|
|
6,884 |
|
|
Federal Home Loan Mtg - Adj Rate Mtg |
|
Agency Hybrid |
|
|
|
6,561 |
|
|
Federal Home Loan Mtg Company |
|
Agency Debenture |
|
|
|
9,947 |
|
|
Federal Home Loan Mtg Multiclass |
|
Agency NAS |
|
|
|
15,843 |
|
|
Federal National Mtg Assn - Adj Rate Mtg |
|
Agency HYB PP |
|
|
|
2,311 |
|
|
Federal National Mtg Assn Debs |
|
Agency Debenture |
|
|
|
4,496 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
8,112 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
6,186 |
|
|
Federal National Mtg Assn Whole Loan |
|
Collateralized Mtg Obligation Commercial/Corporate |
|
|
|
6,055 |
|
|
GMACC Commercial Mtg. Securities |
|
Conduit |
|
|
|
7,561 |
|
|
Nissan Auto Receivables Trust |
|
Prime Auto |
|
|
|
7,081 |
|
|
Saxon Asset Securities Trust |
|
ABS Home Equity |
|
|
|
2,883 |
|
|
Wachovia Auto Owner Trust |
|
Prime Auto |
|
|
|
8,018 |
|
|
Cash on Hand |
|
Cash |
|
|
|
420 |
|
|
|
|
|
|
|
|
92,712 |
|
|
|
|
|
|
|
|
|
|
|
State Street Wrapper |
|
Synthetic GIC |
|
|
|
|
|
|
|
|
#99039, 4.61%, *** |
|
|
|
(1,279) |
|
|
Amerx. Optima CC MT |
|
Monoline Credit Card |
|
|
|
2,925 |
11
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) – (continued)
December 31, 2004
(Dollars in Thousands)
|
Identity of Issue |
Description of |
|
Cost |
Current | |||
|
|
|
|
Conduit |
|
|
|
5,327 |
|
|
Bank One Insurance Trust |
|
Bank Credit Card |
|
|
|
9,894 |
|
|
Cendant Timeshare Receivables Funding |
|
Collateralized Mtg Obligation Commercial/Corporate |
|
|
|
1,312 |
|
|
Commercial Mtg Acceptance Corp |
|
Conduit |
|
|
|
234 |
|
|
Chase Manhattan Auto Owns Trust |
|
Prime Auto |
|
|
|
1,704 |
|
|
COAFT |
|
SubPrime Auto |
|
|
|
844 |
|
|
Capital One Master Trust |
|
Monoline Credit Card |
|
|
|
6,207 |
|
|
Delta Funding HEL Trust |
|
Home Equity Monoline |
|
|
|
730 |
|
|
Federal Home Loan Mtg Corp |
|
Agency Hybrid |
|
|
|
289 |
|
|
Federal Home Loan Mtg Corp |
|
Agency PAC |
|
|
|
12,205 |
|
|
Federal Home Loan Mtg Corp |
|
Agency PAC |
|
|
|
7,016 |
|
|
Federal National Mtg Assn |
|
Agency MF BAL |
|
|
|
5,685 |
|
|
Federal National Mtg Assn - Adj Rate Mtg |
|
Agency HYB PP |
|
|
|
12,843 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
3,066 |
|
|
Federal National Mtg Assn Whole Loan |
|
Agency ALT-A |
|
|
|
3,816 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
7,147 |
|
|
Federal National Mtg Assn GTD Remic |
|
Home Equity Agency |
|
|
|
3,243 |
|
|
KEYCORP |
|
Conduit |
|
|
|
1,819 |
|
|
MBNA Master Trust |
|
Monoline Credit Card |
|
|
|
1,513 |
|
|
MBNA Credit Card Master Note Trust |
|
Monoline Credit Card |
|
|
|
2,069 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
1,999 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
13,255 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
8,428 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
2,988 |
|
|
Cash on Hand |
|
Cash |
|
|
|
105 |
|
|
|
|
|
|
|
|
115,384 |
|
|
|
|
|
|
|
|
|
|
|
SunAmerica Life Insurance |
|
Account |
|
|
|
|
|
|
|
|
#FA-5010, 7.14%, *** |
|
|
|
10,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Wrapper |
|
Synthetic GIC |
|
|
|
|
|
|
|
|
#5029, 3.60%, *** |
|
|
|
17 |
|
|
Americredit Auto Rec |
|
SubPrime Auto |
|
|
|
2,740 |
|
|
Chase Credit Card MT |
|
Bank Credit Card |
|
|
|
2,587 |
|
|
COAFT |
|
SubPrime Auto |
|
|
|
1,055 |
|
|
Commercial Mtg Pass-Thru Cert |
|
Conduit |
|
|
|
7,605 |
|
|
Federal Home Loan Mtg - Adj Rate Mtg |
|
Agency Hybrid |
|
|
|
296 |
|
|
Federal Home Loan Mortgage Corporation |
|
Agency Debenture |
|
|
|
3,697 |
|
|
Federal Home Loan Mortgage Corporation |
|
Agency PAC |
|
|
|
6,914 |
|
|
Federal Home Loan Mortgage Corporation |
|
Agency NAS |
|
|
|
11,903 |
|
|
Fifth Third Auto Trust |
|
AB-Prime Auto |
|
|
|
8,037 |
|
|
Federal National Mtg Assn - Adj Rate Mtg |
|
Agency HYB PP |
|
|
|
9,252 |
12
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) – (continued)
December 31, 2004
(Dollars in Thousands)
|
Identity of Issue |
Description of |
|
Cost |
Current | |||
|
|
|
|
Agency HYB PP |
|
|
|
9,209 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
3,025 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
3,066 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
3,647 |
|
|
Federal National Mtg Assn Whole Loan |
|
Home Equity Agency |
|
|
|
6,097 |
|
|
Morgan Stanley Capital |
|
Conduit |
|
|
|
7,551 |
|
|
Res Asset Mtg Products |
|
Home Equity Monoline |
|
|
|
3,054 |
|
|
Structured Adjustable Rate Mortgage Loan |
|
Collateralized Mtg Obligation Commercial/Corporate |
|
|
|
6,436 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
2,998 |
|
|
United States Treasury |
|
Treasury Note |
|
|
|
1,033 |
|
|
Cash on Hand |
|
Cash |
|
|
|
1,218 |
|
|
|
|
|
|
|
|
101,437 |
|
|
|
|
|
|
|
|
|
|
* |
Mellon Trust of New England, National |
|
|
|
|
|
|
|
|
Association |
|
Temporary cash investment |
|
|
|
13,215 |
|
|
Total Interest Income Fund |
|
|
|
** |
|
782,673 |
|
|
|
|
|
|
|
|
|
|
Asset Allocation Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
* |
Barclays Global Investors U.S. Tactical |
|
|
|
|
|
|
|
|
Asset Allocation Fund |
|
13,725,644 units |
|
|
|
253,375 |
|
|
|
|
|
|
|
|
|
|
Global Equity Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
* |
Barclays Global Investors U.S. Equity |
|
|
|
|
|
|
|
|
Market Fund F |
|
2,780,452 units |
|
|
|
86,111 |
|
* |
Barclays Global Investors EAFE Equity |
|
|
|
|
|
|
|
|
Index Fund F |
|
1,365,980 units |
|
|
|
29,109 |
|
|
Total Global Equity Fund |
|
|
|
|
|
115,220 |
|
|
|
|
|
|
|
|
|
|
Mid and Small Cap Stock Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Extended Equity Market Fund F |
|
9,562,645 units |
|
|
|
190,870 |
|
|
|
|
|
|
|
|
|
|
International Stock Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
International Stock |
|
4,227,521 units |
|
|
|
90,089 |
|
|
|
|
|
|
|
|
|
|
Loan Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
* |
Loans to Plan Participants |
|
5.00% - 6.25% |
|
|
|
296,676 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
|
|
$ |
4,956,665 |
|
* |
Party-in-Interest. |
|
|
** |
Participant-directed investment, cost not required. | |
*** Synthetic Insurance Contracts, no stated maturity.
13
SBC SAVINGS AND SECURITY PLAN
EIN 43-1301883, PLAN NO. 004
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 2004
(Dollars in Thousands)
|
Identity of |
Description of |
Purchase Price |
Selling |
Cost of |
Current Value of Asset on Transaction Date |
Net Gain |
|
|
|
|
|
|
|
|
|
Category (iii) – Series of Transactions in Excess of |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
*SBC Communications Inc. |
SBC Communications |
$ 152,595 |
$ – |
$ 152,595 |
$ 152,595 |
$ – |
|
*SBC Communications Inc. |
SBC Communications |
– |
89,319 |
73,598 |
89,319 |
15,721 |
|
*Mellon Trust of New England, N.A. |
Pooled Employee Funds |
188,211 |
– |
188,211 |
188,211 |
– |
|
|
|
|
|
|
|
|
|
*Mellon Trust of New England, N.A. |
Pooled Employee Funds |
– |
191,057 |
191,057 |
191,057 |
– |
* All transactions were purchased and sold on the market.
There were no Category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2004.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator for the Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized.
|
|
SBC SAVINGS AND SECURITY PLAN |
|
|
|
|
|
By SBC Communications Inc., Plan Administrator |
|
|
for the Foregoing Plan |
|
By |
/s/ Karen E. Jennings |
|
|
Karen E. Jennings |
|
|
Senior Executive Vice President - |
|
|
Human Resources and Communications |
Date: June 23, 2005
EXHIBIT INDEX
Exhibit identified below, Exhibit 23 is filed herein as an exhibit hereto.
|
Exhibit |
|
|
Number | |
|
23 |
Consent of Independent Registered Public Accounting Firm |