UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
Commission File Number l-8610
175 E. Houston, San Antonio, Texas 78205
Financial Statements, Supplemental Schedules and Exhibits
Table of Contents
Page
Report of Independent Auditors ............................................................................ 1
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001................... 2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2002....................................................................... 3
Notes to Financial Statements...................................................................... 4
Supplemental Schedules:
Schedule G, Part III - Schedule of Nonexempt Transactions.......................................... 8
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)..................................... 9
Exhibits:
23 - Consent of Ernst & Young LLP
99 - Certification of Periodic Financial Reports
REPORT OF INDEPENDENT AUDITORS
SBC Communications Inc., Plan Administrator
for the SBC Savings Plan
We have audited the accompanying statements of net assets available for benefits of SBC Savings Plan as of December 31, 2002 and
2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 auditing standards generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for
benefits at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31,
2002, in conformity with accounting principles generally accepted in the United States.
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, 2002 and nonexempt 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.
/s/ ERNST & YOUNG LLP
San Antonio, Texas
June 23, 2003
SBC SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in Thousands)
December 31,
-------------------------------------
2002 2001
--------------- --------------
ASSETS
Investments (See Note 4) $ 5,390,967 $ 6,979,525
Cash - 85
Contributions receivable 7 13
Dividends and interest receivable 71 143
Receivable for investments sold 489 976
Other receivables 382 1,348
--------------- --------------
Total Assets 5,391,916 6,982,090
--------------- --------------
LIABILITIES
Administrative expenses payable 494 1,521
Interest payable - 448
Long-term debt - SBC Communications Inc. - 78,365
Payable for investments purchased 3,608 -
Other 2 8
--------------- --------------
Total Liabilities 4,104 80,342
--------------- --------------
Net Assets Available for Benefits $ 5,387,812 $ 6,901,748
=============== ==============
See Notes to Financial Statements.
SBC SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
(Dollars in Thousands)
Net Assets Available for Benefits, December 31, 2001 $ 6,901,748
Additions to Net Assets:
Contributions:
Participant contributions 283,990
Employer contributions 137,870
---------------
421,860
---------------
Investment Income:
Dividends on SBC common shares 90,875
Interest 69,771
---------------
160,646
---------------
Total Net Additions 582,506
---------------
Deductions from Net Assets:
Net depreciation in value of investments 1,438,317
Administrative expenses 5,584
Interest expense 4,924
Distributions 574,476
Transfer to other plan (See Note 1) 73,141
---------------
Total Deductions 2,096,442
---------------
Net Assets Available for Benefits, December 31, 2002 $ 5,387,812
===============
See Notes to Financial Statements.
SBC SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
1. Plan Description - The 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 following description of the Plan provides only
general information. The SBC Savings Plan (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).
In 2000, SBC entered into the Cingular Wireless (Cingular) joint venture agreement with BellSouth Corporation. As a result of
this agreement, certain SBC employees were leased to Cingular. In December 2001 these employees became Cingular employees.
During 2002 the Plan transferred approximately $73,141 to State Street Bank and Trust related to those former employees who
became employees of Cingular.
Participants can invest their contributions in one or more of the following funds in 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.
The Plan prefunded the ESOP by borrowing Guaranteed Salaried Employees' ESOP Notes, the repayment of which was guaranteed by
SBC. These notes were paid in full during 2002. Funds borrowed by the Plan were used to purchase shares of SBC's common stock
held in the open market (Financed Shares), which acted as collateral for reimbursement to SBC for any payments it made under its
guarantee of the ESOP Notes. Dividends on Financed Shares and employer cash contributions were used by the Plan to make the
required principal and interest payments on the ESOP Notes. As the ESOP Notes were paid down, the Financed Shares were released
from the collateral. The Financed Shares were allocated to participants' accounts in the form of a company matching
contribution. In lieu of dividends on Financed Shares previously allocated to participants, additional Financed Shares were
allocated to participants' accounts.
In 1994 and 1996, the Plan entered into separate agreements with the Company to lend the Plan up to $99,000 and $24,200
(Refinancing Notes), respectively. The Refinancing notes were paid in full during 2002. The interest rate on the notes at
December 31, 2001 ranged from 5.56% to 8.44%.
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. Interest earned on
dividends held in the DFA will be paid into the SBC Shares Fund. During 2002, Plan participants elected to receive $18,300 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.
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 accounting principles generally accepted in the United
States, 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.
3. Investments - Investments representing 5% or more of Plan net assets at either December 31, 2002 or 2001 were:
------------
2002 2001
------------- -------------
Employee Stock Ownership Plan*
------------------------------
SBC common shares:
Allocated $ 1,032,358 $ 1,453,471
Unallocated $ - $ 175,536
SBC Shares Fund
---------------
SBC common shares $ 1,159,629 $ 1,870,531
Large Cap Stock Fund
--------------------
Barclays Global Investors Equity Index Fund F $ 1,002,402 $ 1,450,269
Bond Fund
---------
Barclays Global Investors Intermediate Government/Credit $ 276,900 $ 162,419
Bond Index Fund F
Asset Allocation Fund
---------------------
Barclays Global Investors U.S. Tactical Asset Allocation Fund F $ 357,615 $ 461,802
*Nonparticipant-directed
During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year)
depreciated in value as follows:
Common Stock $ (1,048,594)
Common Collective Trusts (389,723)
-------------
Total $ (1,438,317)
=============
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 not reset. For the years ended December 31, 2002 and 2001, the
average interest rates earned on these contracts were 5.59% and 6.41%. At December 31, 2002, the fixed crediting interest rates
on these contracts ranged from 2.83% to 7.65%. At December 31, 2001, the fixed crediting interest rates on these contracts
ranged from 3.76% to 7.65%. No valuation reserves were recorded to adjust contract amounts as of December 31, 2002 or 2001.
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 $1,169,543 and $925,853 at December 31, 2002 and
2001.
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.
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:
2002 2001
------------- -------------
Assets
------
SBC common shares:
Allocated $ 1,032,358 $ 1,453,471
Unallocated - 175,536
Temporary cash investments 4,531 1,448
Dividends and interest receivable 3 2
Receivable for investments sold 489 976
Other receivables 2 1,735
-------------
-------------
Total Assets 1,037,383 1,633,168
------------- -------------
Liabilities
-----------
Administrative expenses payable 17 282
Interest payable - 448
Long-term debt - 78,365
Payable for investments purchased 3,608 -
------------- -------------
-------------
Total Liabilities 3,625 79,095
------------- -------------
Net Assets Available for Benefits $ 1,033,758 $ 1,554,073
============= =============
2002
-------------
Net Assets Available for Benefits, December 31, 2001 $ 1,554,073
Employer contributions 137,870
Interest income 54
Dividends 2,897
Net depreciation in fair value of investments (481,683)
Administrative expenses (876)
Interest expense (4,924)
Distributions (149,494)
Transfer to other plan (24,159)
-------------
(520,315)
-------------
Net Assets Available for Benefits, December 31, 2002 $ 1,033,758
=============
5. Long-Term Debt - Long-term debt consists of the ESOP Notes issued in connection with the ESOP and the Refinancing Notes (as
--------------
discussed in Note 2). The remaining balance due on the notes was paid off in 2002. The carrying amount and the estimated fair
value of the ESOP and refinancing notes as of December 31, 2001 was:
2001
--------------
Carrying Amount $ 78,365
==============
Fair Value 82,042 $
==============
The fair values of the ESOP Notes were estimated based on quoted prices. The fair value of the refinancing notes were estimated
based on discounted future cash flows using current interest rates.
6. Tax Status - The Plan has received a determination letter from the Internal Revenue Service dated November 4, 1996, 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
plan sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status.
On February 28, 2002, the Plan filed for, but has not yet received, a new tax determination letter from the IRS to reflect
legally required changes and other changes made to the Plan since the previous determination letter was issued.
7. 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:
2002 2001
--------------- ---------------
Net Assets Available for Benefits per the financial statements 5,387,812 $ 6,901,748 $
Less: Distribution payable to participants (4,636) (7,505)
--------------- ---------------
--------------- ---------------
Net Assets Available for Benefits per the Form 5500 5,383,176 $ 6,894,243 $
=============== ===============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year
ended December 31, 2002:
2002
--------------
Distributions to participants per the financial statements 574,476 $
Add: Distributions payable to participants at December 31, 2002 4,636
Less: Distributions payable to participants at December 31, 2001 (7,505)
--------------
Distributions to participants per the Form 5500 571,607 $
==============
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.
SBC SAVINGS PLAN
EIN 43-1301883, PLAN NO. 002
SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS
December 31, 2002
(b)
Relationship to Plan, (j) Net Gain
(a) Employer, or Other (c) (h) (i) Current (repaid
Identity of Party Involved Party-In-Interest Description of Transactions Cost of Asset Value of Asset earnings)*
------------------------------- -------------------------- ----------------------------------------------- ----------------- ---------------- ----------------
SBC Communications Inc. Employer/Plan Sponsor Failure to timely remit participant deferrals
for the pay period(s) ended:
December 29, 2001 $ 571 $ 762 $ 191
February 20, 2002 3,613 3,727 114
November 23, 2002 10,579 10,959 380
December 7, 2002 10,942 11,187 245
December 21, 2002 15,891 16,152 261
December 28, 2002 1,646 1,931 285
* The earnings will be repaid to the Plan during 2003.
Note: Columns (d) - (g) are not shown as they are not applicable.
SBC SAVINGS PLAN
EIN 43-1301883, PLAN NO. 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
(Dollars in Thousands)
Description of Current
Identity of Issue Investment Cost Value
----------------------------------------------------- ------------------------------ ------------ --------------
Employee Stock Ownership Plan
-----------------------------
* SBC common shares 38,085,527 shares $ 583,168 $ 1,032,358
* Boston Safe Deposit and Trust Company Temporary cash investment 4,531 4,531
------------ --------------
Total Employee Stock Ownership Plan 587,699 1,036,889
------------ --------------
SBC Shares Fund
---------------
* SBC common shares 42,774,969 shares 1,159,629
* Boston Safe Deposit and Trust Company Temporary cash investment 15,020
--------------
Total SBC Shares Fund ** 1,174,649
--------------
Bond Fund
---------
* Barclays Global Investors Intermediate
--------------
Government/Credit Bond Index Fund F 17,887,612 units ** 276,900
--------------
Large Cap Stock Fund
--------------------
* Barclays Global Investors Equity Index
--------------
Fund F 83,953,228 units ** 1,002,402
--------------
Interest Income Fund
--------------------
Allstate Life Insurance Company Synthetic contract wrapper
#77078, 6.65%, *** (476)
INVESCO Group Trust for Retirement Savings Group Trust: Lambda I 7,398
--------------
6,922
--------------
Allstate Life Insurance Company 7.06% - 7.10%,
--------------
11/14/03 - 11/22/04 24,465
--------------
Bank of America National Association Synthetic contract wrapper
#99-058, 5.01%, *** (5,139)
Delta Funding Home Equity Loan Trust Home Equity Monoline 6,954
AmeriCredit Automobile Receivables Trust Sub Prime Auto 10,370
Nordstrom Private Label Credit Care Master Trust Retail Credit Card 10,609
TIAA Retail Commercial Trust Conduit 6,939
Onyx Acceptance Grantor Trust Sub Prim Auto 7,121
CIT Equipment Collateral Small Equipment Lease 6,714
Credit Suisse First Boston Mortgage Securities Conduit 4,694
Federal Home Loan Mortgage Company Agency Debenture 20,424
WFS Financial Owners Trust Sub Prime Auto 5,341
WFS Financial Owners Trust Sub Prime Auto 9,793
Providian Master Trust Monoline Credit Card 5,221
Federal Home Loan Mortgage Company Home Equity Monoline 1,132
SBC SAVINGS PLAN
EIN 43-1301883, PLAN NO. 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) - (continued)
December 31, 2002
(Dollars in Thousands)
Description of Current
Identity of Issue Investment Cost Value
----------------------------------------------------- ------------------------------ ------------- -------------
AVIS AESOP Leasing L.P. Operating Assets 5,855
Bank of America National Association Cash on Hand 1,261
Capital Auto Rec Asset Trust Prime Auto 10,272
Capital Auto Rec Asset Trust Prime Auto 6,073
COAFT Sub Prime Auto 5,581
Fannie Mae Whole Loan Agency Debenture 1,154
Fannie Mae Whole Loan Multi Family Balloon 8,333
Fannie Mae Whole Loan ABS - Home Equity Agency 3,809
-------------
132,511
-------------
Business Men's Assurance Company of America 5.41% - 7.44%,
-------------
1/2/02 - 7/15/04 29,718
-------------
CDC Financial Products Inc. 5.38% - 7.01%,
-------------
10/15/03 - 10/17/05 36,842
-------------
JP Morgan Chase Bank Synthetic contract wrapper
#401740-L2, 6.21%, *** (292)
INVESCO Group Trust for Retirement Savings Group Trust: Lambda II 4,806
-------------
4,514
-------------
JP Morgan Chase Bank Synthetic contract wrapper
#426423-T, 4.89%, *** (8,107)
Citibank Credit Card Bank Credit Card 5,465
Discover Card Trust Bank Credit Card 10,819
Federal Home Loan Mortgage Company Agency Debenture 38,866
Fannie Mae Whole Loan FHA/VA Reperforming 10,458
Fannie Mae Whole Loan ABS-Home Equity Agency 5,390
Fannie Mae Whole Loan ABS- Home Equity Agency 13,269
Fleet Credit Card MT Bank Credit Card 4,235
Ford Auto Owners Trust Prime Auto 9,334
Harley-Davidson Eaglemark Prime Auto 4,200
MBNA Master Trust Monoline Credit Card 6,679
Residential Asset Security Home Equity Monoline 6,466
Federal Home Loan Mortgage Company Agency Debentures 22,920
Capital One Master Trust Monoline Credit Card 10,543
Ford Auto Owners Trust Prime Auto 1,502
Prime Credit Card Master Trust Retail Credit Card 7,700
Cash on Hand Cash 969
-------------
150,708
-------------
Continental Assurance Company Synthetic contract wrapper
#630-05630, 6.17%,*** (495)
INVESCO Group Trust for Retirement Savings Group Trust Beta 13,235
-------------
12,740
-------------
GE Life and Annuity Assurance Company 6.87% - 7.47%,
-------------
6/20/02 - 12/1/03 14,432
-------------
Jackson National Life Insurance Company 6.96% - 7.42%,
-------------
1/29/04 - 8/18/04 8,789
-------------
John Hancock Life Insurance Company 2.83% - 5.28%,
-------------
2/1/02 - 3/3/03 25,116
-------------
Metropolitan Life Insurance Company Synthetic contract wrapper
-------------
#28456, 4.90%, *** (8,275)
-------------
Description of Current
Identity of Issue Investment Cost Value
----------------------------------------------------- ------------------------------ ------------- -------------
Capital Auto Rec Asset Trust Prime Auto 6,871
Capital One Master Trust Monoline Credit Card 5,383
Federal National Mortgage Association Agency Debentures 33,314
Fannie Mae Whole Loan FHA/VA Reperforming 2,777
FSPC ABS- Home Equity Agency 5,051
Honda Auto Receivables Prime Auto 8,845
Honda Auto Receivables Prime Auto 2,025
Honda Auto Receivables Prime Auto 4,036
Carmax Auto Owners Trust Non Prime Auto 5,864
Nissan Auto Owners Trust Prime Auto 5,620
Fleet Credit Card MT Bank Credit Card 10,032
Prime Credit Card Master Trust Retail Credit Card 5,500
Sears Credit Account Trust Retail Credit Card 4,712
United States Treasury Treasury Note 28,383
Citibank Credit Card Bank Credit Card 10,577
Fleet Credit Card MT Bank Credit Card 5,064
Chase Manhattan Auto Owners Trust Prime Auto 2,724
Toyota Auto Receivables Owner Trust Prime Auto 3,543
Union Acceptance Corporation Sub Prime Auto 5,240
Resid Asset Mgmt Production Inc. ABS- Home Equity Agency 8,047
Metropolitan Life Insurance Company Cash on Hand 1,051
-------------
156,384
-------------
Monumental Life Insurance Company 6.87% - 7.12%,
-------------
10/1/03 - 12/1/03 22,616
-------------
Monumental Life Insurance Company Synthetic contract wrapper
#75TR, 4.97%, *** (5,690)
Carmax Auto Owner Trust Non Prime Auto 3,599
Chase Manhattan Credit Card MT Bank Credit Card 8,159
First USA Credit Card Master Trust Bank Credit Card 2,077
American Express Credit Account Master Trust Monoline Credit Card 1,752
Federal Home Loan Mortgage Company Agency Debentures 16,452
Capital One Master Trust Bank Credit Card 10,489
Credit Suisse First Bostn Conduit 5,872
Fannie Mae Whole Loan Mortgage Agency Multifamily MBS 4,845
Pinnacle CBO Ltd. Cash Flow CBO 5,527
Fannie Mae Whole Loan Mortgage ABS- Home Equity Agency 7,700
Home Ownership Funding Corporation Step Down Preferred 5,576
Federal Home Loan Mortgage Company Agency Debenture 17,996
Citibank Credit Card Bank Credit Card 10,930
Home Ownership Funding Corporation Step Down Preferred 3,719
Credit Suisse First Boston Conduit 7,039
Federal Home Loan Mortgage Company Agency Debentures 222
Ford Auto Owners Trust Prime Auto 8,709
Structured Asset Sec Corporation AB SBA Loan PT 10,309
Toyota Auto Receivable Owner Trust Prime Auto 7,403
Vanderbilt Mortgage Finance Manufactured Housing Seni 4,772
Conti Finance Home Equity Monoline 2
Monumental Life Insurance Company Cash on Hand 1,007
-------------
138,466
-------------
Description of Current
Identity of Issue Investment Cost Value
----------------------------------------------------- ------------------------------ ------------- -------------
New York Life Insurance Company 3.65% - 6.10%,
-------------
10/15/02 - 9/1/03 33,025
-------------
Pruco Life Insurance Company 6.03% - 7.48%,
-------------
8/11/03 - 11/30/05 43,889
-------------
Security Life of Denver Insurance Company 7.35% - 7.65%,
-------------
2/11/03 - 11/12/03 19,412
-------------
State Street Bank and Trust Company Synthetic contract wrapper
#98246-LB1, 6.13%, *** (80)
INVESCO Group Trust for Retirement Savings Group Trust: Lambda I 1,375
-------------
1,295
-------------
State Street Bank and Trust Company Synthetic contract wrapper
#99038, 5.40%, *** (7,222)
MBNA Master Credit Card Trust USA Monoline Credit Card 3,917
MBNA Master Credit Card Trust USA Monoline Credit Card 9,978
Americredit Auto Receivable Sub Prime Auto 10,276
Chase Manhattan Auto Owner Trust Prime Auto 7,034
Commercial Mortgage Asset Trust Conduit 4,126
Sears Credit Account Master Trust Retail Credit Card 8,007
Sears Credit Account Master Trust Retail Credit Card 6,662
Sovereign Bank Home Equity Loan Trust Home Equity Monoline 1,822
Household Auto Trust Sub Prime Auto 7,018
Citibank Credit Card Master Trust I Bank Credit Card 2,774
United States Treasury Treasury Note 32,624
Fannie Mae Whole Loan FHA/VA Reperforming 7,561
Fannie Mae Whole Loan Agency Debenture 5,768
LB Commercial Conduit Mortgage Trust Conduit 9,991
American Express Credit Account Master Trust Monoline Credit Card 6,418
Premier Auto Trust Prime Auto 688
Pru Sec Secured Financing Conduit 3,892
State Street Bank and Trust Company Cash on Hand 1,314
-------------
122,648
-------------
Sun America Life Insurance Company 7.02% - 7.63%,
-------------
1/2/04 - 11/4/05 40,233
-------------
Union Bank of Switzerland AG Synthetic contract wrapper
#5030, 5.30%, *** (3,480)
BOIT Bank Credit Card 12,678
Househole Private Lab MT 2 Retail Credit Card 10,724
Fannie Mae Whole Loan Mortgage Company PAC 9,145
Union Acceptance Corporation Sub Prime Auto 2,741
Nissan Auto Owners Trust Prime Auto 4,817
Salomon Brothers Mortgage Securities VII Conduit 6,188
Federal Home Loan Mortgage Company Agency Hybrid ARM 3,519
Federal Home Loan Mortgage Company Agency Debenture 11,346
AmeriCredit Automobile Receivables Trust Sub Prime Auto 5,248
Federal Home Loan Mortgage Company ABS- Home Equity Agency 5,402
Fannie Mae Whole Loan FHA/VA Perperforming Pas 3,681
Fannie Mae Whole Loan Agency Debenture 6,921
Caterpillar Financial Assets Trust Large Equipment Loan 2,778
Description of Current
Identity of Issue Investment Cost Value
----------------------------------------------------- ------------------------------ ------------- -------------
COAFT Sub Prime Auto 5,077
Union Bank of Switzerland AG Cash on Hand 671
-------------
87,456
-------------
* Boston Safe Deposit and Trust Company Temporary cash investment 47,495
-------------
Total Interest Income Fund ** 1,159,676
-------------
Asset Allocation Fund
---------------------
* Barclays Global Investors U.S. Tactical Asset 25,166,447 units
-------------
Allocation Fund F 357,615
-------------
Global Equity Fund
------------------
* Barclays Global Investors U.S. Equity 2,919,264 units
Market Fund F 61,042
* Barclays Global Investors EAFE Equity Index 1,398,128 units
Fund F 17,938
-------------
Total Global Equity Fund ** 78,980
-------------
Mid and Small Cap Stock Fund
----------------------------
-------------
Extended Equity Market Fund F 10,188,821 units ** 120,126
-------------
International Stock Fund
------------------------
-------------
International Stock 2,061,310 units ** 26,447
-------------
Loan Fund
---------
-------------
* Loans to Plan Participants 5.25% - 5.75% 157,283
-------------
TOTAL $ 5,390,967
=============
* Party-in-Interest.
** Participant-directed investment, cost not required.
*** Synthetic Insurance Contracts, no stated maturity.
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 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 25, 2003
EXHIBIT INDEX
Exhibits identified below, Exhibit 23 is filed herein as an exhibit hereto and Exhibit 99 is furnished and attached hereto.
Exhibit
Number
-------------
23 Consent of Independent Auditors Ernst & Young LLP
99 Certification of Periodic Financial Reports