UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
| Annual report pursuant to Section 15(d) of the |
X | Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2003 |
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 11639
A. | Full title of the plan and address of the plan if different from that of the issuer named below: |
LUCENT SAVINGS PLAN
B. | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NJ 07974
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The total # of pages contained |
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-1-
Form 11K
Lucent Savings Plan
Index
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Report of Independent Registered Public Accounting Firm |
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Audited Financial Statements |
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Notes to Financial Statements |
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Supplemental Schedule |
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Signatures |
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Exhibit Index |
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-2-
Lucent Savings Plan Index
to Financial Statements and Supplemental Schedule |
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Pages |
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4 | |
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Financial Statements: |
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Statements of Net Assets Available for Benefits As of December 31, 2003 and 2002 |
5 |
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Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2003 |
6 |
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7 12 | |
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Supplemental Schedule*: |
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Schedule H, line 4i - Schedule of Assets (Held at End of Year) As of December 31, 2003 |
13 |
* Other schedules required by Section 2520.103-5 have been omitted because they are not applicable.
-3-
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
the Lucent Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Lucent Savings Plan (the Plan) at December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America. 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, 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.
Our audits were conducted 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. This supplemental schedule 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.
/s/ PricewaterhouseCoopers LLP |
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PricewaterhouseCoopers LLP |
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-4-
Statements
of Net Assets Available for Benefits |
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2003 |
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2002 |
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Assets |
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|
|
|
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|
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Investments in Group Trust, at fair value |
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$ |
6,333,655 |
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$ |
5,568,864 |
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Participant loans receivable |
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|
27,091 |
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33,548 |
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|
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|
|
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Total investments |
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6,360,746 |
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5,602,412 |
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|
|
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Company contributions receivable |
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|
814 |
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2,336 |
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Employee contributions receivable |
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9,755 |
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19,252 |
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|
|
|
|
|
|
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Total assets |
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6,371,315 |
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5,624,000 |
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Net assets available for benefits |
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$ |
6,371,315 |
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$ |
5,624,000 |
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The accompanying notes are an integral part of these financial statetments.
-5-
Statements
of Changes in Net Assets Available for Benefits |
Additions to net assets attributed to |
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Contributions |
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Employee contributions |
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$ |
206,565 |
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Company contributions |
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58,410 |
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Plans share of Group Trust investment gain |
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1,077,612 |
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Interest from participant loans |
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1,763 |
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Transfers from Lucent Technologies Inc. |
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Employee Stock Ownership Plan |
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135 |
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Total additions |
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1,344,485 |
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Deductions from net assets attributed to |
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|
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|
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Distributions to participants |
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595,690 |
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Transfers to the Lucent Technologies Inc. Long Term Savings and Security Plan, net |
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1,323 |
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Transfers to other plans, net |
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|
9 |
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Administrative expenses |
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148 |
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Total deductions |
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597,170 |
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Net increase |
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747,315 |
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Net assets available for benefits |
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Beginning of year |
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5,624,000 |
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End of year |
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$ |
6,371,315 |
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The accompanying notes are an integral part of these financial statements.
-6-
Lucent Savings Plan
Notes to Financial Statements |
1. | Plan Description |
The following description of the Lucent Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document and the Summary Plan Description for a more complete description of the Plans provisions.
General
The Plan, formerly known as the Lucent Technologies Inc. Long Term Savings Plan for Management Employees, is a defined contribution plan established as of October 1, 1996 by Lucent Technologies Inc. (the Company) to provide a convenient way for eligible management employees, as described in the Plan, to save on a regular and long-term basis. The Plan became effective as the successor to the AT&T Long Term Savings Plan for Management Employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility
An eligible employee, as described in the Plan, enters the Plan by authorizing a payroll contribution and directing a contribution among the different funds of the Plan.
Contributions
Employee contributions of 1% to 16% of salary may be authorized. An employee may designate contributions as pre-tax contributions, after-tax contributions or a combination of pre-tax and after-tax contributions. The Internal Revenue Code (IRC) limits the maximum amount of an employees contribution on a pre-tax basis to $12,000 and $11,000 in 2003 and 2002 respectively. For taxpayers age 50 and over, an additional catch-up contribution up to $2,000 could be contributed to the Plan during 2003.
The Company matching contribution includes a fixed and a variable matching contribution. The participant contributions eligible for the Company matching contributions are the lesser of the amount actually contributed or the first 6% of the participants eligible compensation, as described in the Plan. The fixed matching contribution is 50% of eligible employee contributions and the variable matching contribution ranges from an additional 0% to 100% of eligible participant contributions. The fixed matching contribution is capped at $2,500 per year. The variable matching contribution is determined annually by the Companys Board of Directors based upon the financial performance of the Company for the just concluded fiscal year. The Board of Directors elected to pay a variable match of 23 cents for every dollar contributed by an eligible employee into the Plan, up to 6% of the employees eligible compensation in 2003. The Board of Directors elected not to pay a variable match in 2002. Employees are eligible for the fixed Company matching contributions immediately, without regard to time of service, in accordance with the participants investment elections. Effective January 1, 2001, Company matching contributions were immediately vested in the Plan. Company contributions, which were made prior to the January 1, 2001 vesting date, and related earnings in which a terminated participant is not vested, are forfeited to the Company. These forfeitures can be used to reduce future Company contributions. At December 31,
-7-
Lucent Savings Plan
Notes to Financial Statements |
2003 and 2002, forfeited amounts totaled approximately $139,000 and $108,000, respectively.
Participant Loans
Loans are available to all active, retired, and terminated employees in an amount not less than $1,000, up to a maximum of the lesser of $50,000 or 50% of the participants vested account balance. Upon default, as described in the Plan, participants are considered to have received a distribution and are subject to income taxes on the distributed amount. Loan terms are between 12 and 56 months. The loans are collateralized by the balance in the participants account and generally bear interest at the prime rate at the time the loan was originated. Interest rates on outstanding loans ranged from 4.0% to 10.5% at December 31, 2003. Principal and interest are paid through payroll deductions, coupon remittances and electronic fund transfers.
Distributions
When a participant retires with a service pension from the Lucent Retirement Income Plan or terminates employment because of disability, the entire vested amount in the participants account can be distributed, at the participants election, in a single payment or in Retiree Withdrawals as directed by the participant. If no distribution election is made by the participant, the account balance will remain in the Plan until a later date but not beyond age 70-1/2. When a participant dies, the entire amount in the participants account is allocated to the participants beneficiaries.
In the case of other terminations of employment (where the participant is not entitled to retire on an immediate pension or does not terminate because of disability), a single distribution can be made of all vested amounts in the participants account. However, if the participant does not request a distribution, the participants account shall remain in the Plan and shall be distributed only at (1) the participants request, (2) when the participant attains age 70-1/2 through the payment of Minimum Required Distributions, as described in the Plan, or (3) upon the participants death, whichever is earliest.
2. | Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Payment of Benefits
Benefits are recorded when paid.
Valuation of Investments
The net asset value of the Plans proportionate share of the Group Trust is calculated by the Trustee. The Trustee determines fair value of the underlying assets in the investment manager portfolios, taking into account values supplied by a reputable pricing or quotation service or quotations furnished by one or more reputable sources, such as securities brokers, dealers or investment bankers, mutual fund administrators, or other
-8-
Lucent Savings Plan
Notes to Financial Statements |
relevant information. Investments in registered investment companies are stated at fair value as determined by quoted market prices. Investments in the Companys common shares and other securities listed on a national stock exchange are stated at fair value determined on the basis of the New York Stock Exchange closing price on December 31. Securities traded in over-the-counter markets and government obligations are stated at fair value based on the last bid prices or closing prices on December 31, as listed in published sources where available and, if not available, from other sources considered reliable. Contracts with insurance companies and financial institutions, which are fully benefit responsive, are stated at contract value (representing contributions made under the contracts plus accumulated interest at the contract rates) which approximates fair value. All other investments are stated at their fair value at close of business on December 31 as determined by the Trustee. Participant loans receivable are valued at the cost which approximates fair value.
Purchases and Sales of Investments
Purchases and sales of investments are recorded on a trade-date basis.
Plans Share of Group Trust Investment Gain
The Plans reported investment gain from Group Trust presented in the Statement of Changes in Net Assets Available for Benefits represents its interest in the Group Trusts investment gain, which consists of the Group Trusts interest, dividends and net appreciation in fair value of investments. The Group Trust records dividend income on investments held as of the ex-dividend dates and records interest income on the accrual basis. The Group Trusts net appreciation in fair value of investments consists of the net realized gains (losses) and the unrealized appreciation (depreciation).
Transfers to Other Plans, Net
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net amount of transfers from other plans.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
Investments held by the Group Trust are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
-9-
Lucent Savings Plan
Notes to Financial Statements |
Derivatives
From time to time investment fund managers may use derivative financial instruments including forward exchange contracts and future contracts. Derivative instruments are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as to manage the investment mix in the portfolio.
3. | Tax Status |
The Internal Revenue Service determined and informed the Company by a letter dated June 17, 2003, that the Plan and related Group Trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC in all material respects. Therefore, no provision for income taxes has been made.
4. | Termination Priorities |
Although it has not expressed any intent to do so, the Company reserves the right under the Plan to amend or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan provides that the net assets are to be distributed to participating employees in amounts equal to their respective interests in such assets.
5. | Plan Expenses |
Plan participants pay investment manager and trustee fees and may share certain other administrative costs of the Plan with the Company. Investment manager and trustee fees are generally reflected in the calculation of each funds net asset value per unit.
6. | Group Trust Investments |
The Lucent Technologies Inc. Long Term Savings and Security Plan and the Plan each have an interest in the assets of the Group Trust. Investment income and the Plans interest in the net assets of the Group Trust are allocated based upon the respective participant balances within each fund for each plan. The Plans interest in the Group Trust was approximately 86% as of December 31, 2003 and 2002.
-10-
Lucent Savings Plan
Notes to Financial Statements |
The following tables present the fair value of investments held by the Group Trust as of December 31, 2003 and 2002 (in thousands):
|
|
December 31, |
| ||||
|
|
2003 |
|
2002 |
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Investments, at fair value |
|
|
|
|
|
|
|
Avaya Stock Fund |
|
$ |
|
|
$ |
15,882 |
|
Lucent International Equity Fund |
|
|
225,960 |
|
|
167,949 |
|
Lucent Asset Allocation Income Fund |
|
|
43,724 |
|
|
40,659 |
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Lucent Asset Allocation Fund 2000 |
|
|
114,210 |
|
|
122,328 |
|
Lucent Asset Allocation Fund 2010 |
|
|
320,707 |
|
|
299,091 |
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Lucent Asset Allocation Fund 2020 |
|
|
319,170 |
|
|
271,919 |
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Lucent Asset Allocation Fund 2030 |
|
|
118,045 |
|
|
91,490 |
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Lucent Asset Allocation Fund 2040 |
|
|
16,703 |
|
|
6,712 |
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Lucent Employer Stock Fund - Common Shares |
|
|
478,697 |
|
|
200,685 |
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Fidelity Equity Index Fund |
|
|
1,010,163 |
|
|
801,736 |
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Fidelity Magellan Fund |
|
|
805,790 |
|
|
682,036 |
|
Fidelity Equity Income Fund |
|
|
|
|
|
390,283 |
|
Lucent Bond Fund |
|
|
224,301 |
|
|
247,150 |
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Fidelity Institutional Cash Portfolio |
|
|
550,840 |
|
|
581,776 |
|
Lucent Growth Equity Fund |
|
|
62,605 |
|
|
41,447 |
|
Lucent Self Directed Brokerage |
|
|
77,777 |
|
|
46,047 |
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Small Cap Fund |
|
|
100,104 |
|
|
50,168 |
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U.S. Large Cap Value Equity Fund |
|
|
446,678 |
|
|
|
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Agere Class A Stock |
|
|
3,325 |
|
|
1,852 |
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Agere Class B Stock |
|
|
76,522 |
|
|
44,231 |
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Lucent Employer Shares Fund I |
|
|
11,894 |
|
|
6,134 |
|
Lucent Employer Shares Fund II |
|
|
25,234 |
|
|
12,793 |
|
|
|
|
5,032,449 |
|
|
4,122,368 |
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Investments, at contract value |
|
|
|
|
|
|
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Guaranteed investment contracts |
|
|
2,307,773 |
|
|
2,358,565 |
|
|
|
|
|
|
|
|
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Total investments |
|
$ |
7,340,222 |
|
$ |
6,480,933 |
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Investment income for the Group Trust is as follows: |
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Year Ended |
| |||
|
|
|
|
|
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Investment Gain |
|
|
|
|
|
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Net appreciation in fair value of investments |
|
|
$ |
1,119,088 |
|
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Interest and dividends |
|
|
|
137,741 |
|
|
|
|
|
$ |
1,256,829 |
|
|
-11-
Lucent Savings Plan
Notes to Financial Statements |
As of December 31, 2003, investments in the Group Trust include approximately $3.2 billion in equity funds, $1.2 billion in fixed income funds, $2.3 billion in guaranteed investment contracts and $0.6 billion in stock. As of December 31, 2002, investments in the Group Trust include approximately $2.6 billion in equity funds, $1.2 billion in fixed income funds, $2.4 billion in guaranteed investment contracts and $0.3 billion in stock.
Investment income in the Group Trust includes $0.7 billion net gain related to equity funds, $0.1 billion net gain related to fixed income funds, and $0.4 billion net gain related to stock.
7. | Related Party Transactions |
Certain Plan investments are shares of mutual funds managed by affiliates of the Trustee and therefore, these transactions qualify as party-in-interest transactions.
The Group Trust and the Plan invest in shares of Lucent common stock.
8. | Subsequent Event |
Effective January 1, 2004, the Plan was amended to allow employees to contribute up to 25% of their eligible compensation.
-12-
Lucent Savings Plan
Schedule
H, line 4i - Schedule of Assets (Held at End of Year) |
Name of Issuer and Title of Issue |
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Description |
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Cost |
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Fair Value |
| |
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|
|
|
|
|
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Participant loans receivable * |
|
(Interest rates range from 4.0% - 10.5%) |
|
|
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$ |
27,090,763 |
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* | Party-in-interest |
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
LUCENT SAVINGS PLAN
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June 25, 2004 |
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By: |
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Susan E. Goodwin |
-14-
EXHIBIT INDEX
|
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|
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Exhibit |
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|
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23 |
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Consent of Independent Registered Public Accounting Firm |
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-15-