UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 11-K


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

(Mark One)

 

 

Annual report pursuant to Section 15(d) of the

  X  

Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2003

                                     OR

       

Transition report pursuant to Section 15(d) of the

 

Securities Exchange Act of 1934

For the transition period from ____________ to___________

Commission File Number: 001 – 11639

 

A.

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

LUCENT SAVINGS PLAN

B.

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

LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NJ 07974

 

 

The total # of pages contained
in this 11-K filing is 16

 

 
Exhibit Index can be found on
                            page 2


 



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Form 11K
Lucent Savings Plan

Index

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

Audited Financial Statements

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule

 

 

 

Signatures

 

 

 

Exhibit Index

 



-2-



 

Lucent Savings Plan

Index to Financial Statements and Supplemental Schedule
As of December 31, 2003 and 2002 and for the Year Ended December 31, 2003


 

 

Pages

 

 

Report of Independent Registered Public Accounting Firm

4

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits As of December 31, 2003 and 2002

5

 

 

Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2003

6

 

 

Notes to Financial Statements

7 – 12

 

 

Supplemental Schedule*:

 

 

 

Schedule H, line 4i - Schedule of Assets (Held at End of Year) As of December 31, 2003

13


* Other schedules required by Section 2520.103-5 have been omitted because they are not applicable.


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Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
the Lucent Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Lucent Savings Plan (the “Plan”) at December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the 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) and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PricewaterhouseCoopers LLP

 

 



PricewaterhouseCoopers LLP
Florham Park, NJ
June 24, 2004

 

 

 



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Lucent Savings Plan

   

Statements of Net Assets Available for Benefits
As of December 31, 2003 and 2002
(Thousands of Dollars)


  

 

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Group Trust, at fair value

 

$

6,333,655

 

$

5,568,864

 

Participant loans receivable

 

 

27,091

 

 

33,548

 

 

 

 

 

 

 

 

 

Total investments

 

 

6,360,746

 

 

5,602,412

 

 

 

 

 

 

 

 

 

Company contributions receivable

 

 

814

 

 

2,336

 

Employee contributions receivable

 

 

9,755

 

 

19,252

 

 

 

 

 

 

 

 

 

Total assets

 

 

6,371,315

 

 

5,624,000

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

6,371,315

 

$

5,624,000

 


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


-5-



Lucent Savings Plan

   

Statements of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
(Thousands of Dollars)


  

Additions to net assets attributed to

 

 

 

 

 

 

 

 

 

Contributions

 

 

 

 

Employee contributions

 

$

206,565

 

Company contributions

 

 

58,410

 

Plan’s share of Group Trust investment gain

 

 

1,077,612

 

Interest from participant loans

 

 

1,763

 

Transfers from Lucent Technologies Inc.

 

 

 

 

Employee Stock Ownership Plan

 

 

135

 

 

 

 

 

 

Total additions

 

 

1,344,485

 

 

 

 

 

 

Deductions from net assets attributed to

 

 

 

 

 

 

 

 

 

Distributions to participants

 

 

595,690

 

Transfers to the Lucent Technologies Inc. Long Term Savings and Security Plan, net

 

 

1,323

 

Transfers to other plans, net

 

 

9

 

Administrative expenses

 

 

148

 

 

 

 

 

 

Total deductions

 

 

597,170

 

 

 

 

 

 

Net increase

 

 

747,315

 

 

 

 

 

 

Net assets available for benefits

 

 

 

 

Beginning of year

 

 

5,624,000

 

 

 

 

 

 

End of year

 

$

6,371,315

 


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


-6-



Lucent Savings Plan

 

Notes to Financial Statements


1.

Plan Description

The following description of the Lucent Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document and the Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan, formerly known as the Lucent Technologies Inc. Long Term Savings Plan for Management Employees, is a defined contribution plan established as of October 1, 1996 by Lucent Technologies Inc. (the “Company”) to provide a convenient way for eligible management employees, as described in the Plan, to save on a regular and long-term basis. The Plan became effective as the successor to the AT&T Long Term Savings Plan for Management Employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Eligibility

An eligible employee, as described in the Plan, enters the Plan by authorizing a payroll contribution and directing a contribution among the different funds of the Plan.

Contributions

Employee contributions of 1% to 16% of salary may be authorized. An employee may designate contributions as pre-tax contributions, after-tax contributions or a combination of pre-tax and after-tax contributions. The Internal Revenue Code (“IRC”) limits the maximum amount of an employee’s contribution on a pre-tax basis to $12,000 and $11,000 in 2003 and 2002 respectively. For taxpayers age 50 and over, an additional catch-up contribution up to $2,000 could be contributed to the Plan during 2003.

The Company matching contribution includes a fixed and a variable matching contribution. The participant contributions eligible for the Company matching contributions are the lesser of the amount actually contributed or the first 6% of the participant’s eligible compensation, as described in the Plan. The fixed matching contribution is 50% of eligible employee contributions and the variable matching contribution ranges from an additional 0% to 100% of eligible participant contributions. The fixed matching contribution is capped at $2,500 per year. The variable matching contribution is determined annually by the Company’s Board of Directors based upon the financial performance of the Company for the just concluded fiscal year. The Board of Directors elected to pay a variable match of 23 cents for every dollar contributed by an eligible employee into the Plan, up to 6% of the employee’s eligible compensation in 2003. The Board of Directors elected not to pay a variable match in 2002. Employees are eligible for the fixed Company matching contributions immediately, without regard to time of service, in accordance with the participant’s investment elections. Effective January 1, 2001, Company matching contributions were immediately vested in the Plan. Company contributions, which were made prior to the January 1, 2001 vesting date, and related earnings in which a terminated participant is not vested, are forfeited to the Company. These forfeitures can be used to reduce future Company contributions. At December 31,


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Lucent Savings Plan

 

Notes to Financial Statements


2003 and 2002, forfeited amounts totaled approximately $139,000 and $108,000, respectively.

Participant Loans

Loans are available to all active, retired, and terminated employees in an amount not less than $1,000, up to a maximum of the lesser of $50,000 or 50% of the participant’s vested account balance. Upon default, as described in the Plan, participants are considered to have received a distribution and are subject to income taxes on the distributed amount. Loan terms are between 12 and 56 months. The loans are collateralized by the balance in the participant’s account and generally bear interest at the prime rate at the time the loan was originated. Interest rates on outstanding loans ranged from 4.0% to 10.5% at December 31, 2003. Principal and interest are paid through payroll deductions, coupon remittances and electronic fund transfers.

Distributions

When a participant retires with a service pension from the Lucent Retirement Income Plan or terminates employment because of disability, the entire vested amount in the participant’s account can be distributed, at the participant’s election, in a single payment or in Retiree Withdrawals as directed by the participant. If no distribution election is made by the participant, the account balance will remain in the Plan until a later date but not beyond age 70-1/2. When a participant dies, the entire amount in the participant’s account is allocated to the participant’s beneficiaries.

In the case of other terminations of employment (where the participant is not entitled to retire on an immediate pension or does not terminate because of disability), a single distribution can be made of all vested amounts in the participant’s account. However, if the participant does not request a distribution, the participant’s account shall remain in the Plan and shall be distributed only at (1) the participant’s request, (2) when the participant attains age 70-1/2 through the payment of Minimum Required Distributions, as described in the Plan, or (3) upon the participant’s death, whichever is earliest.

 

2.

Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Payment of Benefits

Benefits are recorded when paid.

Valuation of Investments

The net asset value of the Plan’s proportionate share of the Group Trust is calculated by the Trustee. The Trustee determines fair value of the underlying assets in the investment manager portfolios, taking into account values supplied by a reputable pricing or quotation service or quotations furnished by one or more reputable sources, such as securities brokers, dealers or investment bankers, mutual fund administrators, or other


-8-



Lucent Savings Plan

 

Notes to Financial Statements


relevant information. Investments in registered investment companies are stated at fair value as determined by quoted market prices. Investments in the Company’s common shares and other securities listed on a national stock exchange are stated at fair value determined on the basis of the New York Stock Exchange closing price on December 31. Securities traded in over-the-counter markets and government obligations are stated at fair value based on the last bid prices or closing prices on December 31, as listed in published sources where available and, if not available, from other sources considered reliable. Contracts with insurance companies and financial institutions, which are fully benefit responsive, are stated at contract value (representing contributions made under the contracts plus accumulated interest at the contract rates) which approximates fair value. All other investments are stated at their fair value at close of business on December 31 as determined by the Trustee. Participant loans receivable are valued at the cost which approximates fair value.

Purchases and Sales of Investments

Purchases and sales of investments are recorded on a trade-date basis.

Plan’s Share of Group Trust Investment Gain

The Plan’s reported investment gain from Group Trust presented in the Statement of Changes in Net Assets Available for Benefits represents its interest in the Group Trust’s investment gain, which consists of the Group Trust’s interest, dividends and net appreciation in fair value of investments. The Group Trust records dividend income on investments held as of the ex-dividend dates and records interest income on the accrual basis. The Group Trust’s net appreciation in fair value of investments consists of the net realized gains (losses) and the unrealized appreciation (depreciation).

Transfers to Other Plans, Net

The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net amount of transfers from other plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties

Investments held by the Group Trust are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.


-9-



Lucent Savings Plan

 

Notes to Financial Statements


Derivatives

From time to time investment fund managers may use derivative financial instruments including forward exchange contracts and future contracts. Derivative instruments are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as to manage the investment mix in the portfolio.

 

3.

Tax Status

The Internal Revenue Service determined and informed the Company by a letter dated June 17, 2003, that the Plan and related Group Trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC in all material respects. Therefore, no provision for income taxes has been made.

 

4.

Termination Priorities

Although it has not expressed any intent to do so, the Company reserves the right under the Plan to amend or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan provides that the net assets are to be distributed to participating employees in amounts equal to their respective interests in such assets.

 

5.

Plan Expenses

Plan participants pay investment manager and trustee fees and may share certain other administrative costs of the Plan with the Company. Investment manager and trustee fees are generally reflected in the calculation of each fund’s net asset value per unit.

 

6.

Group Trust Investments

The Lucent Technologies Inc. Long Term Savings and Security Plan and the Plan each have an interest in the assets of the Group Trust. Investment income and the Plan’s interest in the net assets of the Group Trust are allocated based upon the respective participant balances within each fund for each plan. The Plan’s interest in the Group Trust was approximately 86% as of December 31, 2003 and 2002.


-10-



Lucent Savings Plan

 

Notes to Financial Statements

The following tables present the fair value of investments held by the Group Trust as of December 31, 2003 and 2002 (in thousands):

 

 

 

December 31,

 

 

 

2003

 

2002

 

Investments, at fair value

 

 

 

 

 

 

 

Avaya Stock Fund

 

$

 

$

15,882

 

Lucent International Equity Fund

 

 

225,960

 

 

167,949

 

Lucent Asset Allocation Income Fund

 

 

43,724

 

 

40,659

 

Lucent Asset Allocation Fund 2000

 

 

114,210

 

 

122,328

 

Lucent Asset Allocation Fund 2010

 

 

320,707

 

 

299,091

 

Lucent Asset Allocation Fund 2020

 

 

319,170

 

 

271,919

 

Lucent Asset Allocation Fund 2030

 

 

118,045

 

 

91,490

 

Lucent Asset Allocation Fund 2040

 

 

16,703

 

 

6,712

 

Lucent Employer Stock Fund - Common Shares

 

 

478,697

 

 

200,685

 

Fidelity Equity Index Fund

 

 

1,010,163

 

 

801,736

 

Fidelity Magellan Fund

 

 

805,790

 

 

682,036

 

Fidelity Equity Income Fund

 

 

 

 

390,283

 

Lucent Bond Fund

 

 

224,301

 

 

247,150

 

Fidelity Institutional Cash Portfolio

 

 

550,840

 

 

581,776

 

Lucent Growth Equity Fund

 

 

62,605

 

 

41,447

 

Lucent Self Directed Brokerage

 

 

77,777

 

 

46,047

 

Small Cap Fund

 

 

100,104

 

 

50,168

 

U.S. Large Cap Value Equity Fund

 

 

446,678

 

 

 

Agere Class A Stock

 

 

3,325

 

 

1,852

 

Agere Class B Stock

 

 

76,522

 

 

44,231

 

Lucent Employer Shares Fund I

 

 

11,894

 

 

6,134

 

Lucent Employer Shares Fund II

 

 

25,234

 

 

12,793

 

 

 

 

5,032,449

 

 

4,122,368

 

Investments, at contract value

 

 

 

 

 

 

 

Guaranteed investment contracts

 

 

2,307,773

 

 

2,358,565

 

 

 

 

 

 

 

 

 

Total investments

 

$

7,340,222

 

$

6,480,933

 


 

Investment income for the Group Trust is as follows:

 

Year Ended
December 31,
2003

 

 

 

 

 

 

 

 

Investment Gain

 

 

 

 

 

 

Net appreciation in fair value of investments

 

 

$

1,119,088

 

 

Interest and dividends

 

 

 

137,741

 

 

 

 

 

$

1,256,829

 

 


-11-



Lucent Savings Plan

 

Notes to Financial Statements

As of December 31, 2003, investments in the Group Trust include approximately $3.2 billion in equity funds, $1.2 billion in fixed income funds, $2.3 billion in guaranteed investment contracts and $0.6 billion in stock. As of December 31, 2002, investments in the Group Trust include approximately $2.6 billion in equity funds, $1.2 billion in fixed income funds, $2.4 billion in guaranteed investment contracts and $0.3 billion in stock.

Investment income in the Group Trust includes $0.7 billion net gain related to equity funds, $0.1 billion net gain related to fixed income funds, and $0.4 billion net gain related to stock.

 

7.

Related Party Transactions

Certain Plan investments are shares of mutual funds managed by affiliates of the Trustee and therefore, these transactions qualify as party-in-interest transactions.

The Group Trust and the Plan invest in shares of Lucent common stock.

 

8.

Subsequent Event

Effective January 1, 2004, the Plan was amended to allow employees to contribute up to 25% of their eligible compensation.


-12-



Lucent Savings Plan

 

Schedule H, line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2003

 

 

Name of Issuer and Title of Issue

 

Description

 

Cost

 

Fair Value

 

 

 

 

 

 

 

 

 

 

Participant loans receivable *

 

(Interest rates range from 4.0% - 10.5%)

 

 

$

27,090,763

 


*

Party-in-interest


-13-



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

LUCENT SAVINGS PLAN

 

 


Date:

June 25, 2004

 

 

By: 


/s/ Susan E. Goodwin

 

 

 

Susan E. Goodwin
Director – HR Benefits and Equity Operations          (Plan Administration)



-14-



EXHIBIT INDEX

 

 

 

 

 

Exhibit
Number

 

 

 

 

 

 

 

23

 

Consent of Independent Registered Public Accounting Firm

 

 

 

 

 



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