UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2005

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                 

 

Commission file number 1-2360

 

A.                     Full title of the plan and address of the plan, if different from that of the issuer named below:

IBM Savings Plan

 

Director of Compensation and Benefits

Capital Accumulation Programs

IBM Corporation

North Castle Drive

Armonk, New York 10504

 

B.       Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

INTERNATIONAL BUSINESS MACHINES CORPORATION

New Orchard Road

Armonk, New York 10504

 




IBM SAVINGS PLAN

Table of Contents

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

Financial Statements and Schedule

 

 

 

 

 

 

 

Financial Statements:

 

 

 

 

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2005 and 2004

 

 

 

 

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2005

 

 

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

 

 

Supplemental Schedule*:

 

 

 

 

 

 

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

 

 

 

 

 

 

Exhibits

 

 

 

 

 

 

 

Exhibit 23 - Consent of Independent Registered Public Accounting Firm

 

 

 


*                    Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974 are omitted because they are not applicable.

 

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SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

IBM Savings Plan

 

 

 

 

 

 

Date: June 27, 2006

 

By:

 

/s/ Timothy S. Shaughnessy

 

 

 

 

Timothy S. Shaughnessy

 

 

 

 

Vice President and Controller

 

2




Report of Independent Registered Public Accounting Firm

To the Members of the International Business Machines Corporation (“IBM”) Retirement Plans Committee and the Participants of the IBM 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 IBM Savings Plan (the “Plan”) at December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the 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

New York, NY
June 27, 2006

 

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IBM SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31,

 

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

Investments, at fair value (Note 7)

 

$

28,421,430

 

$

27,045,734

 

Participant loans, at fair value

 

291,865

 

293,193

 

Total investments

 

28,713,295

 

27,338,927

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Participant contributions

 

35,538

 

33,525

 

Employer contributions

 

10,914

 

10,559

 

Income, sales proceeds and other receivables

 

8,794

 

5,347

 

Total receivables

 

55,246

 

49,431

 

 

 

 

 

 

 

Total assets

 

28,768,541

 

27,388,358

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Payable for cash collateral

 

1,909,001

 

1,932,125

 

Accrued expenses and other liabilities

 

10,577

 

1,070

 

Total Liabilities

 

1,919,578

 

1,933,195

 

 

 

 

 

 

 

Net assets available for benefits

 

$

26,848,963

 

$

25,455,163

 

 

The accompanying notes are an integral part of these financial statements.

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IBM SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,

 

 

 

2005

 

 

 

(Dollars in thousands)

 

Additions to net assets attributed to:

 

 

 

 

 

 

 

 Investment income:

 

 

 

Net appreciation in fair value of investments (Note 7)

 

$

756,087

 

Interest income from investments

 

354,877

 

Dividends

 

96,023

 

 

 

1,206,987

 

 

 

 

 

Contributions

 

 

 

Participants

 

1,204,249

 

Employer

 

331,621

 

 

 

1,535,870

 

 

 

 

 

 Transfers from other benefit plans, net

 

136,406

 

 

 

 

 

Total additions

 

2,879,263

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

 

 

Distributions to participants

 

1,462,965

 

 

 

 

 

Administrative expenses

 

22,498

 

 

 

 

 

Total deductions

 

1,485,463

 

 

 

 

 

Net increase in net assets during the year

 

1,393,800

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

                25,455,163

 

 

 

 

 

End of year

 

$

26,848,963

 

 

The accompanying notes are an integral part of these financial statements.

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IBM SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF THE PLAN

The following description of  the IBM Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan prospectus for a complete description of the Plan’s provisions.

General

The Plan was established by resolution of IBM’s Retirement Plans Committee (the “Committee”) effective July 1, 1983 and Plan assets are held in trust for the benefit of its participants. The Plan offers all eligible active, full-time and part-time regular and long-term supplemental U.S. employees of IBM and certain of its domestic related companies and partnerships an opportunity to defer from one to eighty percent of their eligible compensation for contribution to any of twenty-three investment funds. The investment objectives of the twenty-three funds are described in Note 3, Description of Investment Funds. In addition, participants are able to contribute up to 10% of their eligible compensation on an after-tax basis. (After-tax contributions are not available for employees working in Puerto Rico.)  Annual contributions are subject to the legal limits allowed by Internal Revenue Service (“IRS”) regulations.

Effective January 1, 2005, the Plan allows participants to invest their account balances in more than 175 mutual fund investment options through a “mutual fund window”. Participants may direct investments into this mutual fund window in addition to the various primary investment funds offered by the Plan.

Effective January 1, 2005, participants also have the choice to enroll in a “disability protection program” under which a portion of the participant’s account is used to pay premiums to purchase term insurance (underwritten by Metropolitan Life Insurance Company), which will pay the amount of their 401(k) deferral contributions and/or matching contributions into their accounts in the event the participant becomes disabled while insured.

At December 31, 2005 and 2004, the number of participants with an account balance in the Plan was 223,186 and 223,578, respectively.

The Plan qualifies under Section 401(a) of the Internal Revenue Code of 1986, as amended, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

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Administration

The Plan is administered by the Committee, which appointed certain officials of IBM to assist in administering the Plan. The Committee appointed State Street Bank and Trust Corporation (“SSBT”), as Trustee, to safeguard the assets of the funds and State Street Global Advisors (“SSGA”), the institutional investment management affiliate of State Street Bank and Trust Corporation, The Vanguard Group and other investment managers to direct investments in the various funds. Hewitt Associates (“Hewitt”) is the provider of record keeping, participant services, and operator of the IBM Savings Plan Service Center in Lincolnshire, Illinois. Communications services are provided by Hewitt as well as The Vanguard Group.

Fidelity Investments Institutional Operations Company, Inc. is the provider of administrative services relating to the mutual fund window that became effective January 1, 2005.

Contributions

For eligible employees hired prior to January 1, 2005 (and certain employees hired thereafter in connection with a particular transaction, as noted in the IBM Savings Plan document), IBM contributes to the Plan a “matching contribution” equal to fifty percent of the first six percent of annual eligible compensation the employee defers (such that the maximum match is three percent of eligible compensation).

Effective January 1, 2005, other eligible employees (i.e., generally those hired on and after January 1, 2005) participate in the IBM Savings Plan under certain new Plan provisions referred to as the “IBM Pension Program offered through the IBM Savings Plan.”  These employees are automatically enrolled to make 401(k) contributions at three percent of eligible compensation after approximately thirty days of employment with IBM unless they elect otherwise. After completing one year of service, IBM contributes to the Plan a “matching contribution” equal to one hundred percent of the first six percent of annual eligible compensation the employee defers (such that the maximum match is six percent). IBM matching contributions for such employees will be automatically adjusted after year-end to provide the full IBM matching contribution for their aggregate 401(k) deferral contributions for the year.

Starting January 1, 2008, IBM intends to introduce an enhanced plan design that will be called the 401(k) Plus Plan and will provide employer contributions for eligible participants as follows, based upon which, if any, IBM pension formula the employee was eligible for on December 31, 2007:

 

IBM Pension Plan
Eligibility at 12/31/07

 

2008 Automatic
Contribution

 

2008 IBM Matching
Contribution

Pension Credit Formula

 

4%

 

100% on 6% of eligible pay

Personal Pension Account

 

2%

 

100% on 6% of eligible pay

401(k) Pension Program

 

1%

 

100% on 5% of eligible pay

 

Under the intended 2008 plan design, some participants who were eligible to participate in the Personal Pension Account may also receive transition credits contributed to the IBM Savings Plan, if

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they had been eligible for transition credits under the IBM Personal Pension Account formula. In addition, an additional contribution equal to 5% of eligible compensation (referred to as a “Special Savings Award”) will be added to the accounts of participants who are non-exempt employees and who participated in the Pension Credit Formula as of December 31, 2007.

Eligible compensation under the IBM Savings Plan includes regular salary, commissions, overtime, shift premium and similar additional compensation payments for nonscheduled workdays, recurring payments under any form of employee variable compensation plan, regular IBM Short-Term Disability Income Plan payments, holiday pay, and vacation pay, but excludes payments made under any executive incentive pay plan.

Participants may choose to have their contributions invested entirely in one of, or in any combination of, the following funds in multiples of one percent. These funds and their investment objectives are more fully described in Note 3, Description of Investment Funds.

Life Strategy Funds (4)

Income Plus Life Strategy Fund
Conservative Life Strategy Fund
Moderate Life Strategy Fund
Aggressive Life Strategy Fund

Core Funds (6)

Stable Value Fund
Inflation Protected Bond Fund
Total Bond Market Fund
Total International Stock Market Index Fund
Total Stock Market Index Fund
Real Estate Investment Trust Index Fund

Extended Choice Funds (13)

Money Market Fund
Long-Term Corporate Bond Fund
High Yield and Emerging Markets Bond Fund
Equity Income Fund
European Stock Index Fund
Large Company Index Fund
Large-Cap Value Index Fund
Small-Cap Value Index Fund
Large-Cap Growth Index Fund
Pacific Stock Index Fund
Small/Mid-Cap Stock Index Fund
Small-Cap Growth Index Fund
IBM Stock Fund

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IBM Savings Plan participants also have access to the “ mutual fund window” investments effective January 1, 2005, as previously described.

Participants may change their deferral percentage and investment selection for future contributions at any time. The changes will take effect for the next eligible pay cycle so long as the request is completed before the respective cutoff dates. Also, the participant may transfer part or all of existing account balances among funds in the Plan once daily, subject to the IBM Savings Plan restrictions on trading. The restrictions include:

·                  Direct transfers from the Stable Value Fund to the Money Market Fund are prohibited. Any funds that are transferred out of the Stable Value Fund cannot be transferred into the Money Market Fund for a period of 90 days.

·                  30-Day Trading Block. When money is transferred out of an investment fund other than the Stable Value Fund, the Money Market Fund or the Mutual Fund Window, the participant must wait 30 calendar days before being able to transfer money back into that fund.

A service fee will be assessed for each transfer in excess of eight in a calendar year.

IBM is committed to preserving the integrity of the IBM Savings Plan as a long-term savings vehicle for its employees. Frequent, short-term trading that is intended to attempt to take advantage of pricing lags in mutual funds can harm long-term investors, or increase trading expense in general. Therefore, the IBM Savings Plan reserves the right to take appropriate action to curb short-term round trip transactions (buying/selling) into the same fund within five (5) business days.

Participant Accounts

The Plan record keeper (Hewitt) maintains an account in the name of each participant to which each participant’s contributions and share of the net earnings, losses and expenses, if any, of the various investment funds are recorded. The earnings on the assets held in each of the funds and all proceeds from the sale of such assets are held and reinvested in the respective funds.

Participants may transfer rollover contributions of pre-tax dollars from other qualified savings plans or conduit Individual Retirement Accounts (IRAs that exclusively hold a pre-tax distribution from a qualified plan) into their Plan accounts. Rollovers must be made in cash within the time limits specified by the IRS; stock or in-kind rollovers cannot be accepted. These rollovers are limited to active employees on the payroll of IBM (or affiliated companies) who have existing accounts in the Plan. Retirees are not eligible for such rollovers, except that a retiree or separated employee who has an existing account in the Plan may rollover a lump-sum distribution from an IBM-sponsored qualified retirement plan, including the IBM Personal Pension Plan. After-tax funds may also be rolled over in the Plan. Participant contributions for 2005 of $1,204 million include rollover activity totaling approximately $84 million.

The interest of each participant in each of the funds is represented by units/shares credited to the participant’s account.

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On each valuation date, the unit/share value of each fund is determined by dividing the current investment value of the assets in that fund on that date by the number of units/shares in the fund. The investment value of assets equals the market value of assets for all funds except the Stable Value Fund for which the investment value of assets equals the contract value of assets. In determining the unit/share value, new contributions that are to be allocated as of the valuation date are excluded from the calculation. The number of additional units to be credited to a participant’s account for each fund, due to new contributions, is equal to the amount of the participant’s new contributions to the fund divided by the unit value for the applicable fund as determined on the valuation date.

Contributions made to the Plan as well as interest, dividends or other earnings of the Plan are generally not included in the taxable income of the participant until withdrawal, at which time all earnings and contributions withdrawn generally are taxed as ordinary income to the participant. Additionally, withdrawals by the participant before attaining age 59 1/2 generally are subject to a penalty tax of 10 percent.

Consistent with provisions established by the IRS, the Plan’s 2005 limit on employee salary deferrals was $14,000. (The limit increases to $15,000 for 2006.)  Those who were age 50 or older during 2005 could take advantage of a higher pre-tax contribution limit of $18,000 (which increases to $20,000 for 2006). The IRS scheduled increases for the maximum contribution limit will stop in 2006. The 2005 maximum annual deferral amount for employees residing in Puerto Rico was limited by local government regulations to the lesser of $8,000 or ten percent of eligible compensation.

Vesting

Participants in the Plan are at all times fully vested in their account balance, including deferral contributions, employer matching contributions and earnings thereon, if any.

Distributions

Participants who have attained age 59 1/2 may request a distribution of all or part of the value in the account. Up to four distributions are allowed each year and the minimum amount of any such distribution shall be the lesser of the participant’s account balance or $500.

In addition, participants who (1) retire under the prior IBM Retirement Plan provisions of the IBM Personal Pension Plan, or (2) become eligible for benefits under the IBM Long-Term Disability Plan or the IBM Medical Disability Income Plan, or (3) separate and have attained age 55, may also elect to receive the balance of their account either in annual installments over a period not to exceed ten years or over the participant’s life expectancy, recalculated annually, or defer distribution until age 70 1/2.

Withdrawals for financial hardship are permitted provided they are for a severe and immediate financial need, and the distribution is necessary to satisfy that need. Employees are required to fully use the Plan loan program, described below, before requesting a hardship withdrawal. Only an

10




 

employee’s deferral contributions are eligible for hardship withdrawal; earnings and IBM matching contributions are not eligible for withdrawal. Employees must submit evidence of hardship to Hewitt, who will determine whether the situation qualifies for a hardship withdrawal based on direction from IBM. A hardship withdrawal is taxed as ordinary income to the employee and may be subject to the 10 percent additional tax on early distributions.

Upon the death of a participant, the value of the participant’s account will be distributed to the participant’s beneficiary in a lump-sum payment. If the participant is married, the beneficiary must be the participant’s spouse, unless the participant’s spouse has previously given written, notarized consent to designate another person as beneficiary. If the participant marries or remarries, any prior beneficiary designation is canceled and the spouse automatically becomes the beneficiary. If the participant is single, the beneficiary may be anyone previously designated by the participant under the Plan. In the absence of an effective designation under the Plan at the time of death, the proceeds normally will be paid in the following order:  the participant’s spouse, the participant’s children in equal shares, or to surviving parents equally. If no spouse, child, or parent is living, payments will be made to the executors or administrators of the participant’s estate.

Participant Loans

Participants may borrow up to one-half of the value of the account balance, not to exceed $50,000 within a twelve month period. Loans will be granted in $50 increments subject to a minimum loan amount of $500. Participants are limited to two simultaneous outstanding Plan loans. Repayment of a loan shall be made through semi-monthly payroll deductions over a term of one to four years. The loan shall bear a fixed rate of interest, set quarterly, for the term of the loan, determined by the plan administrator to be 1.25 percent above the prime rate. The interest shall be credited to the participant’s account as the semi-monthly repayments of principal and interest are made. Interest rates on outstanding loans at December 31, 2005 and 2004 ranged from 5.00 percent to 11.00 percent and 5.00 percent to 11.50 percent, respectively.

Participants may prepay the entire remaining loan principal after payments have been made for three full months. Employees on an approved leave of absence may elect to make scheduled loan payments directly to the Plan. Participants may continue to contribute to the Plan while having an outstanding loan, provided that the loan is not in default.

Participants who retire or separate from IBM and have outstanding Plan loans may make coupon payments to continue monthly loan repayments according to their original amortization schedule.

Termination of Service

If the value of a participant’s account is $1,000 or less, it will be distributed to the participant in a lump-sum payment as soon as practical following the termination of the participant’s employment with IBM. If the account balance is greater than $1,000 at the time of separation, the participant may defer distribution of the account until age 70 ½.

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Termination of the Plan

IBM reserves the right to terminate this Plan at any time by action of the Committee. In that event, each participant or beneficiary receiving or entitled to receive payments under the Plan would receive the balance of the account at such time and in such manner as the Committee shall determine at its discretion.

In the event of a full or partial termination of the Plan, or upon complete discontinuance of contributions under the Plan, the rights of all affected participants in the value of their accounts would be nonforfeitable.

Risks and Uncertainties

The Plan provides for various investment options that include in any combination of mutual funds, commingled funds, life-cycle funds, equities, fixed income securities, synthetic guaranteed investment contracts (“GICs”), and derivative contracts. Investment securities are exposed to various risks, such as interest rates, credit and overall market volatility. 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 reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

The Plan is exposed to credit loss in the event of non-performance by the companies with whom the investment contracts are placed.  However, the Committee does not anticipate non-performance by these companies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared under the accrual basis of accounting, except distributions, which are recorded when paid.

Valuation of Investments

The Plan’s investments are stated at fair value, except benefit-responsive investment contracts, which are stated at contract value. Investments in mutual funds and commingled funds are valued at the net asset values per share as quoted by such companies or funds as of the valuation date. IBM common stock is valued daily at the New York Stock Exchange closing price. Other equity securities are valued at the last reported sales price or closing price. Fixed income securities traded in the over-the-counter market are valued at the bid prices. Short-term securities are valued at amortized cost, which includes cost and accrued interest, which approximates fair value. Participant loans are valued at cost plus accrued interest, which approximates fair value.

Investment Contracts

The Plan entered into benefit-responsive investment contracts, such as synthetic investment contracts (GICs), (through the Stable Value Fund) with various third parties. Contract value represents contributions made to investment contracts, plus earnings, less participant withdrawals and administrative expenses.

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A synthetic GIC provides for a fixed return on principal over a specified period of time, e.g., monthly crediting rate, through fully benefit-responsive wrapper contracts issued by a third party, which are backed by underlying assets owned by the Plan. The contract value of the synthetic GIC held by the Stable Value Fund was $5,713 million and $5,191 million at December 31, 2005 and 2004, respectively. The fair value of the synthetic GIC was ($122) million and ($274) million at December 31, 2005 and 2004, respectively, attributable to the amounts by which the contract value of the investment contracts were less than the value of the underlying assets.

The average yield and crediting interest rates of the investment contracts was 5.57 percent and 5.42 percent at December 31, 2005 and 2004, respectively. Fully benefit-responsive investment contracts are reported at contract value, which approximates fair value.

On December 29, 2005, the Financial Accounting Standards Board (FASB) released FASB Staff Position No. AAG INV-1 and SOP94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Audit Guide and Defined-Contribution Health and Welfare and Pension Plans (the "FSP"). The FSP clarifies the definition of fully benefit responsive investment contracts for contracts held by defined contribution plans. The FSP also establishes enhanced financial statement presentation and disclosure requirements for defined contribution plans subject to the FSP effective for financial statements for annual periods ending after December 15, 2006.

Upon adoption of the FSP for the Plan year ending December 31, 2006, the Plan’s statement of net assets available for benefits will present net assets reflecting all investments at fair value and separately, the amount necessary to adjust the portion of net assets attributable to each fully benefit-responsive investment contract from fair value to contract value. The adoption of this FSP is not expected to have any impact on the net assets of the Plan.

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, liabilities and changes therein, and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Security Transactions and Related Investment Income

Security transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis.

The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation in the fair value of its investments, which consists of realized gains and losses and the unrealized appreciation and depreciation on those investments.

Administrative Expenses and Investment Management Fees

All administrative costs of the Plan are deducted from participants’ account balances. These costs include (a) brokerage fees and commissions, which are included in the cost of investments and in determining net proceeds on sales of investments, (b) investment management fees, which are paid from the assets of the respective funds; those fees comprise fixed annual charges and charges based on a percentage of net asset value and are included as part of administrative expenses, and (c) operational expenses required for administration of the Plan including trustee, recordkeeping, participant reports and communications, and service center expenses, which are charged against the fund’s assets on a pro rata basis throughout the year and are included as part of administrative expenses.

NOTE 3 - DESCRIPTION OF INVESTMENT FUNDS

The objectives of the twenty-three investment funds to which employees may contribute monies are described below:

Life Strategy Funds - four blended funds that build a portfolio of diversified investments — U.S. stocks, international stocks, real estate equity stocks and fixed-income investments — from the

13




 

existing core funds noted below. The funds are structured by the IBM Retirement Fund organization and managed by the underlying funds’ managers.

x           Income Plus Life Strategy Fund - target allocation 30% stocks, 70% bonds; seeks returns that modestly outpace inflation on a fairly consistent basis.

x           Conservative Life Strategy Fund - target allocation 50% stocks, 50% bonds; seeks returns that moderately outpace inflation over the long term.

x           Moderate Life Strategy Fund - target allocation 65% stocks, 35% bonds; seeks relatively high returns at a moderate risk level.

x           Aggressive Life Strategy Fund - target allocation 85% stocks, 15% bonds; seeks high returns over the long term.

 

Core Funds - six funds that provide an opportunity to custom-build a portfolio from a selection of broadly diversified U.S. and international stock funds and from funds tracking the fixed-income markets.

 

x           Stable Value Fund - seeks to preserve principal and provide income at a stable rate of interest that is competitive with intermediate-term rates of return. The fund is managed by multiple money managers.

x           Inflation Protected Bond Fund - seeks over the long term to provide a rate of return over and above the rate of inflation, thereby preserving the long-term spending power of the money invested. The fund is managed by State Street Global Advisors.

x           Total Bond Market Fund - seeks to modestly exceed the return of its benchmark index (Lehman Brothers Aggregate Bond Index), which consists of more than 5,000 U.S. Treasury, federal agency, mortgage-backed, and corporate securities. The fund is managed by State Street Global Advisors.

x           Total International Stock Market Index Fund - seeks long-term capital growth with a market rate of return for a diversified group of non-U.S. equities in such major markets as Europe and Asia plus the emerging markets of the world. It attempts to match the performance of the Morgan Stanley Capital International All Country World Ex-U.S. Free Index. The fund is managed by State Street Global Advisors.

x           Total Stock Market Index Fund - seeks long-term growth of capital and income. It attempts to match the performance of the Dow Jones Wilshire 5000 Total Market Index. The fund is managed by The Vanguard Group.

x           Real Estate Investment Trust (REIT) Index Fund - seeks a total rate of return approximating the returns of the MSCI U.S. REIT index. Investment consists of U.S. publicly traded real estate equity securities. The fund is managed by Barclays Global Investors.

 

Extended Choice Funds - thirteen funds that provide an opportunity to build an investment portfolio with funds that are less broadly diversified, focusing instead on discrete sectors of the stock and bond markets.

x           Money Market Fund - seeks liquidity and preservation of capital while providing a variable rate of income based on current short-term market interest rates. The fund is managed by State Street Global Advisors.

 

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x           Long-Term Corporate Bond Fund - seeks a high and sustainable level of interest income by investing in a widely diversified group of long-term bonds issued by corporations with strong credit ratings. The fund is managed by State Street Global Advisors.

x           Equity Income Fund - seeks both long-term capital appreciation and dividend income by investing in large- and mid-cap U.S. stocks. The fund is managed by State Street Global Advisors.

x           European Stock Index Fund - seeks long-term growth of capital that corresponds to an index of European stocks. It attempts to match the investment results of the Morgan Stanley Capital International Europe Index. The fund is managed by The Vanguard Group.

x           Large Company Index Fund - seeks long-term growth of capital and income from dividends by holding all the stocks that make up the Standard & Poor’s 500 Index. The fund is managed by The Vanguard Group.

x           Large-Cap Value Index Fund - seeks long-term growth of capital and income from dividends. The fund holds all the stocks in the Russell 1000 Value Index in approximately the same proportion as those stocks represented in the index. The fund is managed by The Vanguard Group.

x           Small-Cap Value Index Fund - seeks long-term growth of capital by attempting to replicate the performance of the Russell 2000 Value Index. The fund is managed by The Vanguard Group.

x           Large-Cap Growth Index Fund - seeks long-term growth of capital by holding all the stocks in the Russell 1000 Growth Index in approximately the same proportion as those stocks represented in the index. The fund is managed by The Vanguard Group.

x           Pacific Stock Index Fund - seeks long-term growth of capital by attempting to match the performance of the Morgan Stanley Capital International Pacific Index. The fund is managed by The Vanguard Group.

x           Small/Mid-Cap Stock Index Fund - seeks long-term growth of capital with a market rate of return from a diversified group of medium- and small-company stocks. The fund holds stocks in the Russell 3000 index that are not part of the Standard and Poor’s 500 index and attempts to match the performance of the Russell SmallCap Completeness Index. The fund is managed by State Street Global Advisors.

x           Small-Cap Growth Index Fund - seeks long-term growth of capital by attempting to match the performance of the Russell 2000 Growth Index. The fund is managed by The Vanguard Group.

x           IBM Stock Fund - invests in IBM common stock and holds a small interest-bearing cash balance of approximately 0.25% for liquidity purposes. The fund is managed by State Street Global Advisors.

x           High Yield and Emerging Markets Bond Fund - seeks to provide attractive returns, with somewhat less volatility than stocks. The fund invests in “below investment grade” U.S. corporate and emerging market dollar bonds and is managed by Pacific Investment Management Company, LLC (PIMCO).

 

Securities Lending

Stock loan transactions are permitted with the objective to add investment return to the portfolio. Certain funds may lend securities held in that fund to unaffiliated broker-dealers registered under the Securities Exchange Act of 1934, or banks organized in the United States of America. At all times, the borrower must maintain cash or equivalent collateral equal in value to at least 102 percent of the value of the domestic securities loaned and 105 percent of the value of international securities loaned. The cash collateral is reinvested to generate income that is credited to the portfolio return.

15




The primary risk in lending securities is a borrower may default during a sharp rise in the price of the security that was borrowed, resulting in a deficiency in the collateral posted by the borrower. The funds seek to minimize this risk by requiring that the value of the securities that are loaned to be computed each day and that additional collateral is furnished each day, if necessary. The addition of the securities lending provision does not change the investment objectives for the funds. The value of  loaned securities in the State Street Bank agency program amounted to $1,852 million and  $1,879 million at December 31, 2005 and 2004, respectively. The value of cash collateral obtained and reinvested in short-term investments of $1,909 million and $1,932 million for December 31, 2005 and 2004, respectively, is reflected as a liability in the Plan’s financial statements. Securities lending is also permitted in the Vanguard and SSGA commingled funds.

NOTE 4 - PLAN TRANSFERS

The transfers below represent participant investment account balances attributable to employees transferred to IBM in 2005 primarily as a result of IBM acquisitions:

Significant transfers were:

x           Ascential Corporation - net transfer totaling $111,239,156

x           Healthlink, Inc. - net transfer totaling $12,886,149

x           Corio, Inc. - net transfer totaling $9,125,280

In 2005, there were also transfers into the Plan totaling $3,154,996 related to participant account balances from other companies. Total plan transfers were $136,405,581, which includes participant loan balances in addition to the transfers noted above.

NOTE 5 - TAX STATUS

The Trust established under the Plan is qualified under Section 401(a) of the Internal Revenue Code and the Trustee intends to continue it as a qualified trust. The Plan received a favorable determination letter from the IRS on September 10, 2004. The Plan administrator continues to believe the Plan is designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. Accordingly, a provision for federal income taxes has not been made.

NOTE 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:

 

 

 

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Net assets available for benefits per the financial statements

 

$

26,848,963

 

$

25,455,163

 

Benefit obligations currently payable

 

7,116

 

3,871

 

Net assets available for benefits per the Form 5500

 

$

26,841,847

 

$

25,451,292

 

 

16




 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

 

 

 

Year Ended
December 31,
2005

 

 

 

(Dollars in thousands)

 

 

 

 

 

Benefits paid to participants per the financial statements

 

$

1,462,965

 

Less:

 

 

 

Amounts payable at December 31, 2004

 

3,871

 

Plus:

 

 

 

Amounts payable at December 31, 2005

 

7,116

 

 

 

 

 

Benefits paid to participants per the Form 5500

 

$

1,466,210

 

 

17




 

NOTE 7 - INVESTMENT VALUATIONS

The following schedules summarize the value of investments, and the related net appreciation in fair value of investments by type of investment:

 

 

Value Determined By

 

 

 

Quoted
Market
Prices

 

Contract
Value

 

Total

 

 

 

(Dollars in thousands)

 

At December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments at Fair Value

 

 

 

 

 

 

 

Commingled Funds

 

$

14,207,603

 

 

$

14,207,603

 

Common Stock—non-employer

 

3,141,918

 

 

3,141,918

 

IBM Common Stock

 

2,044,358

 

 

2,044,358

 

Short-Term Investments

 

2,144,121

 

 

2,144,121

 

Mutual Funds

 

1,098,412

 

 

1,098,412

 

Fixed Income Securities

 

71,761

 

 

71,761

 

Total

 

$

22,708,173

 

 

$

22,708,173

 

 

 

 

 

 

 

 

 

Investments at Contract Value

 

 

 

 

 

 

 

Investment contracts

 

 

$

5,713,257

 

5,713,257

 

Total

 

$

22,708,173

 

$

5,713,257

 

$

28,421,430

 

 

 

 

 

 

 

 

 

At December 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments at Fair Value

 

 

 

 

 

 

 

Commingled Funds

 

$

12,016,899

 

 

$

12,016,899

 

Common Stock—non-employer

 

4,574,368

 

 

4,574,368

 

IBM Common Stock

 

2,590,210

 

 

2,590,210

 

Short-Term Investments

 

2,188,918

 

 

2,188,918

 

Mutual Funds

 

481,377

 

 

481,377

 

Fixed Income Securities

 

3,397

 

 

3,397

 

Total

 

$

21,855,169

 

 

$

21,855,169

 

 

 

 

 

 

 

 

 

Investments at Contract Value

 

 

 

 

 

 

 

Investment contracts

 

 

$

5,190,565

 

5,190,565

 

Total

 

$

21,855,169

 

$

5,190,565

 

$

27,045,734

 

 

18




 

Net Appreciation in Fair Value of Investments (including gains and losses on investments bought and sold, as well as held during the year):

 

 

2005

 

 

 

(Dollars in thousands)

 

Investments at fair value as determined by quoted market price:

 

 

 

Commingled Funds

 

$

558,453

 

Common Stock—non-employer

 

506,669

 

IBM Common Stock

 

(396,167

)

Fixed Income

 

(520

)

Mutual Funds

 

87,652

 

Total

 

$

756,087

 

 

Investments

The investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2005 and 2004 are as follows:

Investments

 

 

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Large Company Index Fund (Vanguard)

 

$

4,562,615

 

$

4,883,337

 

Total Stock Market Index Fund (Vanguard)

 

2,201,948

 

2,004,369

 

IBM Common Stock

 

2,044,358

 

2,590,210

 

Investment Contract—Royal Bank of Canada, 5.57% (5.42%—2004)

 

1,428,314

 

1,297,641

 

Investment Contract —JPMorgan Chase, 5.57% (5.42%—2004)

 

1,428,314

 

2,335,754

 

 

NOTE 8 - RELATED-PARTY TRANSACTIONS

At December 31, 2005, a significant portion of the Plan’s assets were invested in State Street Global Advisors funds. State Street Global Advisors’ parent company, State Street Bank and Trust Corporation, also acts as the trustee for the Plan and, therefore, these investments qualify as party-in-interest transactions. The Plan also pays a fee to the trustee and the trustee also is a security lending agent. These transactions qualify as party-in-interest transactions as well.

At December 31, 2005 the Plan held 24,862,508 shares of IBM common stock valued at $2,044,358,384. At December 31, 2004, the Plan held 26,269,305 shares of IBM common stock valued at $2,590,209,713.

19




 

IBM SAVINGS PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
AT DECEMBER 31, 2005

 

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value

 

(d) Cost

 

(e) Current value

 

 

 

 

 

 

 

 

 

 

IBM Stock Fund

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

IBM Common Stock*
24,862,508 shares

 

 

 

$2,044,358,384

*

 

Managed by State Street Global Advisors

 

SSBT Short-Term Investments*

 

 

 

1,848,568

 

 

 

 

 

 

 

 

 

 

Mutual Funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed by the Vanguard Group

 

European Stock Index

 

 

 

262,513,573

 

 

Managed by the Vanguard Group

 

Pacific Stock Index

 

 

 

487,645,110

 

Managed by Fidelity Investments

 

Mutual Fund Window

 

 

 

348,253,390

 

 

 

 

 

 

 

 

 

 

Commingled Trust Funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed by The Vanguard Group

 

Large Company Index

 

 

 

4,562,615,228

 

 

Managed by The Vanguard Group

 

Total Stock Market Index

 

 

 

2,201,947,903

*

 

Managed by State Street Global Advisors

 

SSBT Inflation Protected Bond*

 

 

 

1,031,854,355

*

 

Managed by State Street Global Advisors

 

SSBT Money Market*

 

 

 

916,114,096

*

 

Managed by State Street Global Advisors

 

SSBT Total Bond Market*

 

 

 

780,025,443

*

 

Party-In-Interest

 

 

 

 

 

 

 

20




 

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value

 

(d) Cost

 

(e) Current value

 

 

 

 

 

 

 

 

 

 

Commingled Trust Funds - continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed by Barclays Global Investors

 

BGI Real Estate Investment Trust

 

 

 

$691,657,580

 

 

Managed by The Vanguard Group

 

Small Cap Value Index

 

 

 

690,636,074

 

Managed by The Vanguard Group

 

Large Cap Value Index

 

 

 

574,529,628

 

 

Managed by The Vanguard Group

 

Large Cap Growth Index

 

 

 

313,461,235

*

 

Managed by The Vanguard Group
Managed by State Street Global Advisors

 

Small Cap Growth Index
SSBT Long-Term Corporate Bond*

 

 

 

281,933,146 231,162,969

 

 

 

 

 

 

 

 

 

 

Separately-Managed Funds—IBM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

SSBT Small/Mid Cap Stock Index* (refer to Exhibit A - investments)

 

 

 

3,025,056,406

*

 

Managed by State Street Global Advisors

 

SSBT Total International Stock Market Index* (refer to Exhibit B - investments)

 

 

 

1,931,665,572

*

 

Managed by State Street Global Advisors

 

SSBT Equity Income* (refer to Exhibit C - investments)

 

 

 

117,138,578

 

 

Managed by Pacific Management Investment Company (PIMCO)

 

High Yield and Emerging Markets Bond (refer to Exhibit D — investments)

 

 

 

71,483,473

*

 

Party-In-Interest

 

 

 

 

 

 

 

21




 

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value

 

(d) Cost

 

(e) Current value

 

 

 

 

 

 

 

 

 

 

Short-Term Investments

 

 

 

 

 

 

 

 

Managed by JPMorgan Chase Bank N.A.

 

Short-Term Investments purchased with cash collateral from securities lending(refer to Exhibit E - investments)

 

 

 

$1,909,000,935

 

 

 

 

 

 

 

 

 

 

Stable Value Fund—Investment Contracts†

 

 

 

 

 

 

 

 

Underlying assets managed by various investment companies

 

Synthetic GIC Global Wrapper (the fair value of wrap contracts is ($122) million, Rate of Interest 5.57%, refer to Exhibit F - investments)

 

 

 

5,713,257,446

 

 

 

 

 

 

 

 

 

 

Short-Term Investments

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

SSGA Short-Term Investments*

 

 

 

233,271,214

 

 

 

 

 

 

 

 

 

 *

 

Loans to Participants

 

Interest rates range: 5.00% - 11.00%, Terms: one to four years

 

 

 

291,864,892

 

 

 

 

 

 

 

 

 

*

 

Party-In-Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royal Bank of Canada, 5.57%

 

 

 

 

 

$1,428,314,362

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase, 5.57%

 

 

 

 

 

1,428,314,362

 

 

 

 

 

 

 

 

 

 

UBS, 5.57%

 

 

 

 

 

1,142,651,489

 

 

 

 

 

 

 

 

 

 

Bank of America, 5.57%

 

 

 

 

 

1,142,651,489

 

 

 

 

 

 

 

 

 

 

State Street Bank and Trust, 5.57%

 

 

 

 

 

571,325,744

 

 

22




EXHIBIT A—Small/Mid-Cap Stock Index
(Managed by State Street Global Advisors)

IBM SAVINGS PLAN AT DECEMBER 31, 2005

Schedule H, line 4i-Schedule of Assets  (Held At End of Year)

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value

 

(d) Cost

 

(e) Current
value

 

 

 

 

 

 

 

Shares

 

(n/a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 800 CONTACTS

 

COM

 

6,900

 

 

 

$

80,799

 

 

 

1ST SOURCE CORP

 

COM

 

15,690

 

 

 

394,604

 

 

 

21ST CENTURY INS GROUP

 

COM

 

29,300

 

 

 

474,074

 

 

 

3COM CORP

 

COM

 

427,350

 

 

 

1,538,460

 

 

 

3D SYS CORP DEL

 

COM

 

14,715

 

 

 

264,870

 

 

 

4 KIDS ENTERTAINMENT INC

 

COM

 

16,100

 

 

 

252,609

 

 

 

99 CENTS ONLY STORES

 

COM

 

49,464

 

 

 

517,393

 

 

 

A C MOORE ARTS + CRAFTS INC

 

COM

 

15,700

 

 

 

228,435

 

 

 

A S V INC

 

COM

 

18,200

 

 

 

454,636

 

 

 

AAMES INVT CORP MD

 

COM

 

41,000

 

 

 

264,860

 

 

 

AAON INC

 

COM

 

10,650

 

 

 

190,848

 

 

 

AAR CORP

 

COM

 

39,200

 

 

 

938,840

 

 

 

AARON RENTS INC

 

CL B

 

39,775

 

 

 

838,457

 

 

 

AASTROM BIOSCIENCES INC

 

COM

 

82,355

 

 

 

173,769

 

 

 

ABAXIS INC

 

COM

 

18,100

 

 

 

298,288

 

 

 

ABERCROMBIE AND FITCH CO

 

CL A

 

87,230

 

 

 

5,685,651

 

 

 

ABGENIX INC

 

COM

 

96,075

 

 

 

2,066,573

 

 

 

ABIOMED INC

 

COM

 

20,000

 

 

 

184,800

 

 

 

ABM INDS INC

 

COM

 

43,500

 

 

 

850,425

 

 

 

ABX AIR INC

 

COM

 

66,454

 

 

 

520,335

 

 

 

ACADIA PHARMACEUTICALS INC

 

COM

 

23,000

 

 

 

226,550

 

 

 

ACADIA RLTY TR

 

COM

 

31,500

 

 

 

631,575

 

 

 

ACCO BRANDS CORP

 

COM

 

35,736

 

 

 

875,532

 

 

23




 

 

 

ACCREDITED HOME LENDERS HLDG

 

COM

 

19,900

 

 

 

986,642

 

 

 

ACCURIDE CORP

 

COM

 

5,295

 

 

 

68,306

 

 

 

ACE CASH EXPRESS INC

 

COM

 

8,557

 

 

 

199,806

 

 

 

ACTEL CORP

 

COM

 

26,400

 

 

 

336,072

 

 

 

ACTIVISION INC NEW

 

COM

 

247,598

 

 

 

3,401,997

 

 

 

ACTUANT CORP

 

CL A

 

28,600

 

 

 

1,595,880

 

 

 

ACUITY BRANDS INC

 

COM

 

49,100

 

 

 

1,561,380

 

 

 

ACXIOM CORP

 

COM

 

90,600

 

 

 

2,083,800

 

 

 

ADAMS RESPIRATORY THERAPEUTICS

 

COM

 

4,863

 

 

 

197,730

 

 

 

ADAPTEC INC

 

COM

 

125,800

 

 

 

732,156

 

 

 

ADE CORP MASS

 

COM

 

6,200

 

 

 

149,172

 

 

 

ADESA INC

 

COM

 

87,100

 

 

 

2,126,982

 

 

 

ADMINISTAFF INC

 

COM

 

23,100

 

 

 

971,355

 

 

 

ADOLOR CORP

 

COM

 

47,242

 

 

 

689,733

 

 

 

ADTRAN INC

 

COM

 

69,700

 

 

 

2,072,878

 

 

 

ADVANCE AMER CASH ADVANCE

 

COM

 

63,800

 

 

 

791,120

 

 

 

ADVANCE AUTO PARTS

 

COM

 

112,000

 

 

 

4,867,520

 

 

 

ADVANCED DIGITAL INFORMATION

 

COM

 

76,000

 

 

 

744,040

 

 

 

ADVANCED ENERGY INDS INC

 

COM

 

20,600

 

 

 

243,698

 

 

 

ADVANCED MED OPTICS INC

 

COM

 

65,164

 

 

 

2,723,855

 

 

 

ADVANTA CORP

 

CL B

 

23,000

 

 

 

746,120

 

 

 

ADVENT SOFTWARE INC

 

COM

 

25,698

 

 

 

742,929

 

 

 

ADVISORY BRD CO

 

COM

 

21,400

 

 

 

1,020,138

 

 

 

ADVO INC

 

COM

 

33,950

 

 

 

956,711

 

 

 

AEROFLEX INC

 

COM

 

85,400

 

 

 

918,050

 

 

 

AEROPOSTALE

 

COM

 

60,900

 

 

 

1,601,670

 

 

 

AFC ENTERPRISES INC

 

COM

 

16,175

 

 

 

244,566

 

 

 

AFFILIATED MANAGERS GROUP INC

 

COM

 

34,949

 

 

 

2,804,657

 

 

 

AFFORDABLE RESIDENTIAL CMNTYS

 

COM

 

21,900

 

 

 

208,707

 

 

 

AFFYMETRIX INC

 

COM

 

65,200

 

 

 

3,113,300

 

 

 

AFTERMARKET TECHNOLOGY CORP

 

COM

 

15,061

 

 

 

292,786

 

 

 

AGCO CORP

 

COM

 

102,200

 

 

 

1,693,454

 

 

 

AGERE SYS INC

 

COM

 

188,600

 

 

 

2,432,940

 

 

 

AGILE SOFTWARE CORP DEL

 

COM

 

57,200

 

 

 

342,056

 

 

 

AGILYSYS INC

 

COM

 

36,180

 

 

 

659,200

 

 

 

AGL RES INC

 

COM

 

78,300

 

 

 

      2,725,623

 

 

 

AGREE RLTY CORP

 

COM

 

2,540

 

 

 

73,406

 

 

24




 

 

 

AIRGAS INC

 

COM

 

65,800

 

 

 

2,164,820

 

 

 

AIRSPAN NETWORKS INC

 

COM

 

17,785

 

 

 

101,197

 

 

 

AIRTRAN HOLDINGS INC

 

COM

 

92,600

 

 

 

1,484,378

 

 

 

AK STL HLDG CORP

 

COM

 

120,727

 

 

 

959,780

 

 

 

AKAMAI TECHNOLOGIES INC

 

COM

 

142,948

 

 

 

2,848,954

 

 

 

ALABAMA NATL BANCORPORATION DE

 

COM

 

16,180

 

 

 

1,047,817

 

 

 

ALAMO GROUP INC

 

COM

 

4,900

 

 

 

100,450

 

 

 

ALAMOSA HOLDINGS INC

 

COM

 

133,557

 

 

 

2,485,496

 

 

 

ALASKA AIR GROUP INC

 

COM

 

29,900

 

 

 

1,068,028

 

 

 

ALASKA COMMUNICATIONS SYS INC

 

COM

 

1,200

 

 

 

12,192

 

 

 

ALBANY INTL CORP

 

CL A

 

27,860

 

 

 

1,007,418

 

 

 

ALBANY MOLECULAR RESH INC

 

COM

 

34,300

 

 

 

416,745

 

 

 

ALBEMARLE CORP

 

COM

 

35,800

 

 

 

1,372,930

 

 

 

ALDERWOODS GROUP INC

 

COM

 

46,300

 

 

 

734,781

 

 

 

ALERIS INTL INC

 

COM

 

33,900

 

 

 

1,092,936

 

 

 

ALEXANDER + BALDWIN INC

 

COM

 

45,200

 

 

 

2,451,648

 

 

 

ALEXANDERS INC

 

COM

 

2,100

 

 

 

515,550

 

 

 

ALEXANDRIA REAL ESTATE EQUIT

 

COM

 

23,100

 

 

 

      1,859,550

 

 

 

ALEXION PHARMACEUTICALS INC

 

COM

 

26,200

 

 

 

530,550

 

 

 

ALFA CORP

 

COM

 

33,700

 

 

 

542,570

 

 

 

ALICO INC

 

COM

 

3,600

 

 

 

162,684

 

 

 

ALIGN TECHNOLOGY INC

 

COM

 

54,000

 

 

 

349,380

 

 

 

ALKERMES INC

 

COM

 

98,000

 

 

 

1,873,760

 

 

 

ALLEGHANY CORP DEL

 

COM

 

4,977

 

 

 

1,413,468

 

 

 

ALLETE INC

 

COM

 

24,300

 

 

 

1,069,200

 

 

 

ALLIANCE DATA SYSTEMS CORP

 

COM

 

82,000

 

 

 

2,919,200

 

 

 

ALLIANCE GAMING CORP

 

COM

 

55,000

 

 

 

716,100

 

 

 

ALLIANCE IMAGING INC DEL

 

COM

 

10,700

 

 

 

63,665

 

 

 

ALLIANCE ONE INTL INC

 

COM

 

85,000

 

 

 

331,500

 

 

 

ALLIANT ENERGY CORP

 

COM

 

121,300

 

 

 

3,401,252

 

 

 

ALLIANT TECHSYSTEMS INC

 

COM

 

37,934

 

 

 

2,889,433

 

 

 

ALLIED CAP CORP NEW

 

COM

 

141,552

 

 

 

4,157,382

 

 

 

ALLIED HEALTHCARE INTL INC

 

COM

 

28,625

 

 

 

175,758

 

 

 

ALLOY INC

 

COM

 

39,900

 

 

 

115,311

 

 

 

ALLSCRIPTS HEATHCARE SOLUT

 

COM

 

29,800

 

 

 

399,320

 

 

 

ALON USA ENERGY INC

 

COM

 

10,700

 

 

 

210,255

 

 

 

ALPHA NAT RES INC

 

COM

 

27,245

 

 

 

523,376

 

 

25




 

 

 

ALPHARMA INC

 

CL A

 

43,050

 

 

 

1,227,356

 

 

 

ALTIRIS INC

 

COM

 

22,200

 

 

 

374,958

 

 

 

AMB PPTY CORP

 

COM

 

88,300

 

 

 

4,341,711

 

 

 

AMBASSADORS GROUP INC

 

COM

 

13,200

 

 

 

302,148

 

 

 

AMCOL INTL CORP

 

COM

 

24,800

 

 

 

508,896

 

 

 

AMCORE FINL INC

 

COM

 

28,100

 

 

 

854,521

 

 

 

AMEDISYS INC

 

COM

 

14,700

 

 

 

620,928

 

 

 

AMERCO

 

COM

 

9,583

 

 

 

690,455

 

 

 

AMERICA SVC GROUP INC

 

COM

 

12,100

 

 

 

191,906

 

 

 

AMERICAN AXLE + MFG HLDGS INC

 

COM

 

46,400

 

 

 

850,512

 

 

 

AMERICAN CAMPUS CMNTYS INC

 

COM

 

12,500

 

 

 

310,000

 

 

 

AMERICAN CAP STRATEGIES LTD

 

COM

 

106,743

 

 

 

3,865,164

 

 

 

AMERICAN DENTAL PARTNERS INC

 

COM

 

14,850

 

 

 

268,488

 

 

 

AMERICAN EAGLE OUTFITTERS INC

 

COM

 

126,000

 

 

 

2,895,480

 

 

 

AMERICAN ECOLOGY CORP

 

COM

 

12,700

 

 

 

183,261

 

 

 

AMERICAN EQUITY INVT LIFE

 

COM

 

25,900

 

 

 

337,995

 

 

 

AMERICAN FINL GROUP INC OHIO

 

COM

 

51,100

 

 

 

1,957,641

 

 

 

AMERICAN FINL RLTY TR

 

COM

 

120,400

 

 

 

1,444,800

 

 

 

AMERICAN GREETINGS CORP

 

CL A

 

65,500

 

 

 

1,439,035

 

 

 

AMERICAN HEALTHWAYS INC

 

COM

 

34,900

 

 

 

1,579,225

 

 

 

AMERICAN HOME MTG INVT CORP

 

COM

 

40,928

 

 

 

1,333,025

 

 

 

AMERICAN ITALIAN PASTA CO

 

CL A

 

19,550

 

 

 

132,940

 

 

 

AMERICAN MED SYS HLDGS

 

COM

 

66,400

 

 

 

1,183,912

 

 

 

AMERICAN NATL INS CO

 

COM

 

8,500

 

 

 

994,415

 

 

 

AMERICAN PHARMACEUTICAL PART

 

COM

 

22,000

 

 

 

853,380

 

 

 

AMERICAN PHYSICIANS CAP INC

 

COM

 

10,200

 

 

 

467,058

 

 

 

AMERICAN REPROGRAPHICSCO

 

COM

 

17,000

 

 

 

431,970

 

 

 

AMERICAN RETIREMENT CORP

 

COM

 

23,935

 

 

 

601,487

 

 

 

AMERICAN SCIENCE + ENGR INC

 

COM

 

9,760

 

 

 

608,731

 

 

 

AMERICAN STS WTR CO

 

COM

 

18,000

 

 

 

554,400

 

 

 

AMERICAN SUPERCONDUCTOR CORP

 

COM

 

25,100

 

 

 

197,537

 

 

 

AMERICAN TOWER CORP

 

CL A

 

412,864

 

 

 

11,188,614

 

 

 

AMERICAN VANGUARD CORP

 

COM

 

9,600

 

 

 

225,600

 

 

 

AMERICAN WOODMARK CORP

 

COM

 

11,300

 

 

 

280,127

 

 

 

AMERICANWEST BANCORPORATION

 

COM

 

13,980

 

 

 

330,347

 

 

 

AMERICAS CAR MART INC

 

COM

 

8,850

 

 

 

146,202

 

 

 

AMERICREDIT CORP

 

COM

 

145,800

 

 

 

3,736,854

 

 

26




 

 

 

AMERIGROUP CORP

 

COM

 

57,200

 

 

 

1,113,112

 

 

 

AMERIS BANCORP

 

COM

 

12,480

 

 

 

247,603

 

 

 

AMERISTAR CASINOS INC

 

COM

 

28,400

 

 

 

644,680

 

 

 

AMERITRADE HLDG CORP NEW

 

COM

 

250,200

 

 

 

6,004,800

 

 

 

AMERON INTL CORP

 

COM

 

8,800

 

 

 

401,104

 

 

 

AMERUS GROUP CO

 

COM

 

42,300

 

 

 

2,397,141

 

 

 

AMES NATL CORP

 

COM

 

6,870

 

 

 

176,628

 

 

 

AMETEK INC NEW

 

COM

 

72,200

 

 

 

3,071,388

 

 

 

AMICAS INC

 

COM

 

23,170

 

 

 

114,923

 

 

 

AMIS HLDGS INC

 

COM

 

33,300

 

 

 

354,645

 

 

 

AMKOR TECHNOLOGY INC

 

COM

 

119,400

 

 

 

668,640

 

 

 

AMLI RESIDENTIAL PPTYS TR

 

SH BEN INT

 

29,893

 

 

 

1,137,429

 

 

 

AMN HEALTHCARE SVCS INC

 

COM

 

15,490

 

 

 

306,392

 

 

 

AMPHENOL CORP NEW

 

CL A

 

92,700

 

 

 

4,102,902

 

 

 

AMR CORP DEL

 

COM

 

186,900

 

 

 

4,154,787

 

 

 

AMSURG CORP

 

COM

 

31,600

 

 

 

722,376

 

 

 

AMYLIN PHARMACEUTICALS INC

 

COM

 

116,100

 

 

 

4,634,712

 

 

 

ANALOGIC CORP

 

COM

 

16,100

 

 

 

770,385

 

 

 

ANAREN INC

 

COM

 

22,100

 

 

 

345,423

 

 

 

ANCHOR BANCORP WIS INC

 

COM

 

22,460

 

 

 

681,436

 

 

 

ANDERSONS INC

 

COM

 

6,425

 

 

 

276,789

 

 

 

ANDRX CORP DEL

 

COM

 

80,120

 

 

 

1,319,576

 

 

 

ANGELICA CORP

 

COM

 

9,400

 

 

 

155,476

 

 

 

ANIMAS CORP DEL

 

COM

 

15,500

 

 

 

374,325

 

 

 

ANIXTER INTL INC

 

COM

 

35,450

 

 

 

1,386,804

 

 

 

ANNALY MTG MGMT INC

 

COM

 

129,700

 

 

 

1,418,918

 

 

 

ANNTAYLOR STORES CORP

 

COM

 

74,650

 

 

 

2,576,918

 

 

 

ANSOFT CORP

 

COM

 

7,526

 

 

 

256,260

 

 

 

ANSYS INC

 

COM

 

36,800

 

 

 

1,570,992

 

 

 

ANTEON INTERNATIONAL CORP

 

COM

 

31,800

 

 

 

1,728,330

 

 

 

ANTHRACITE CAP INC

 

COM

 

55,500

 

 

 

584,415

 

 

 

ANTIGENICS INC DEL

 

COM

 

27,700

 

 

 

131,852

 

 

 

ANWORTH MTG ASSET CORP 1

 

COM

 

58,800

 

 

 

429,240

 

 

 

APOGEE ENTERPRISES INC

 

COM

 

28,300

 

 

 

459,026

 

 

 

APOLLO INVT CORP

 

COM

 

71,950

 

 

 

1,290,064

 

 

 

APPLEBEES INTL INC

 

COM

 

79,312

 

 

 

1,791,658

 

 

 

APPLERA CORP CELERA GENOMICS

 

COM

 

89,534

 

 

 

981,293

 

 

27




 

 

 

APPLIED DIGITAL SOLUTIONS INC

 

COM

 

55,305

 

 

 

158,725

 

 

 

APPLIED FILMS CORP

 

COM

 

18,300

 

 

 

380,091

 

 

 

APPLIED INDL TECHNOLOGIES INC

 

COM

 

33,950

 

 

 

1,143,776

 

 

 

APPLIED SIGNAL TECHNOLOGY INC

 

COM

 

10,700

 

 

 

242,890

 

 

 

APRIA HEALTHCARE GROUP INC

 

COM

 

53,900

 

 

 

      1,299,529

 

 

 

APTARGROUP INC

 

COM

 

37,800

 

 

 

1,973,160

 

 

 

AQUA AMER INC

 

COM

 

132,620

 

 

 

3,620,526

 

 

 

AQUANTIVE INC

 

COM

 

58,800

 

 

 

1,484,112

 

 

 

AQUILA INC DEL NEW

 

COM

 

380,266

 

 

 

1,368,958

 

 

 

ARAMARK CORP

 

CL B

 

69,700

 

 

 

1,936,266

 

 

 

ARBITRON INC

 

COM

 

33,660

 

 

 

1,278,407

 

 

 

ARBOR RLTY TR INC

 

COM REITS

 

8,900

 

 

 

230,688

 

 

 

ARCH CHEMICALS INC

 

COM

 

24,800

 

 

 

741,520

 

 

 

ARCH COAL INC

 

COM

 

65,673

 

 

 

5,221,004

 

 

 

ARCHIPELAGO HLDGS INC

 

COM

 

28,100

 

 

 

1,398,537

 

 

 

ARCTIC CAT INC

 

COM

 

18,600

 

 

 

373,116

 

 

 

ARDEN GROUP INC

 

CL A

 

2,400

 

 

 

218,376

 

 

 

ARDEN RLTY INC

 

COM

 

69,400

 

 

 

3,111,202

 

 

 

ARENA PHARMACEUTICALS INC

 

COM

 

34,680

 

 

 

493,150

 

 

 

ARES CAP CORP

 

COM

 

29,860

 

 

 

479,850

 

 

 

ARGON ST INC

 

COM

 

7,895

 

 

 

244,587

 

 

 

ARGONAUT GROUP INC

 

COM

 

33,000

 

 

 

1,081,410

 

 

 

ARIAD PHARMACEUTICALS INC

 

COM

 

57,500

 

 

 

336,375

 

 

 

ARIBA INC

 

COM

 

73,011

 

 

 

536,631

 

 

 

ARKANSAS BEST CORP

 

COM

 

25,300

 

 

 

1,105,104

 

 

 

ARMOR HLDGS INC

 

COM

 

37,100

 

 

 

1,582,315

 

 

 

ARQULE INC

 

COM

 

10,600

 

 

 

64,872

 

 

 

ARRAY BIOPHARMA INC

 

COM

 

24,701

 

 

 

173,154

 

 

 

ARRIS GROUP INC

 

COM

 

105,800

 

 

 

1,001,926

 

 

 

ARROW ELECTRS INC

 

COM

 

122,650

 

 

 

3,928,480

 

 

 

ARROW FINL CORP

 

COM

 

8,751

 

 

 

228,839

 

 

 

ARROW INTERNATIONAL INC

 

COM

 

20,500

 

 

 

594,295

 

 

 

ARTESYN TECHNOLOGIES INC

 

COM

 

38,900

 

 

 

400,670

 

 

 

ARTHROCARE CORP

 

COM

 

21,800

 

 

 

918,652

 

 

 

ARVINMERITOR INC

 

COM

 

76,712

 

 

 

1,103,886

 

 

 

ASBURY AUTOMOTIVE GROUP INC

 

COM

 

15,500

 

 

 

255,130

 

 

 

ASHFORD HOSPITALITY TR INC

 

COM

 

35,300

 

 

 

370,297

 

 

28




 

 

 

ASIAINFO HLDGS INC

 

COM

 

35,000

 

 

 

139,300

 

 

 

ASPECT MED SYS INC

 

COM

 

14,900

 

 

 

511,815

 

 

 

ASPEN TECHNOLOGY INC

 

COM

 

42,530

 

 

 

333,861

 

&