1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
-------- EXCHANGE ACT OF 1934
For the period ended December 31, 2000
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
--------- EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-11885
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ALLEGIANCE RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Telephone: 614-757-5000
2
REQUIRED INFORMATION
Allegiance Retirement Plan (the "Plan") is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of
Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for
the period ended December 31, 2000, which have been prepared in accordance with
the financial reporting requirements of ERISA, are attached hereto as Appendix 1
and incorporated herein by this reference.
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 hereunto
duly authorized.
ALLEGIANCE RETIREMENT PLAN
By: Employee Benefits Policy Committee
/s/ Richard J. Miller June 21, 2001
-----------------------------
Richard J. Miller
Plan Committee Member
3
ALLEGIANCE RETIREMENT PLAN
Financial Statements and Supplemental Schedule
As of December 31, 2000 and 1999
Together With Auditors' Report
Employer Identification Number 36-4095179
Plan Number 001
4
ALLEGIANCE RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2000 AND 1999
(EMPLOYER IDENTIFICATION NUMBER 36-4095179, PLAN NUMBER 001)
TABLE OF CONTENTS
PAGE
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2000
and 1999 2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2000 3
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE 4-8
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held for Investment Purposes at End of Year--
December 31, 2000 9-13
EXHIBIT INDEX:
Exhibit 23 - Consent of Independent Public Accountants
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Allegiance Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the ALLEGIANCE RETIREMENT PLAN (the "Plan") as of December 31, 2000 and 1999,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2000. 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 of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes 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/ Arthur Andersen LLP
Chicago, Illinois
June 4, 2001
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ALLEGIANCE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
(EMPLOYER IDENTIFICATION NUMBER 36-4095179, PLAN NUMBER 001)
2000 1999
------------ ------------
INVESTMENTS (Note 4) $667,756,744 $563,320,653
RECEIVABLES:
Employee contribution 331,574 957,199
Employer contribution 14,845,890 15,017,227
Dividends and interest 441,834 837,306
------------ ------------
Total receivables 15,619,298 16,811,732
============ ============
LIABILITIES:
Excess contributions payable 236,479 -
Accounts payable - 993,654
Due to broker - 1,074,776
------------ ------------
Total liabilities 236,479 2,068,430
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $683,139,563 $578,063,955
============ ============
The accompanying notes are an integral part of these financial statements.
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7
ALLEGIANCE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
(EMPLOYER IDENTIFICATION NUMBER 36-4095179, PLAN NUMBER 001)
ADDITIONS:
Investment income-
Net appreciation in fair value of investments (Note 4) $114,025,011
Interest and dividends 1,698,180
Contributions-
Employee 27,019,868
Employer 18,572,900
------------
Total additions 161,315,959
------------
DEDUCTIONS:
Benefit payments 54,306,486
Administrative expenses 1,933,865
------------
Total deductions 56,240,351
------------
NET INCREASE 105,075,608
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 578,063,955
------------
End of year $683,139,563
============
The accompanying notes are an integral part of this financial statement.
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8
ALLEGIANCE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2000 AND 1999
(EMPLOYER IDENTIFICATION NUMBER 36-4095179, PLAN NUMBER 001)
1. DESCRIPTION OF PLAN
The following brief description of the Allegiance Retirement Plan (the
"Plan") is provided for general information purposes only. Participants
should refer to the Plan agreement for more complete information.
GENERAL
The Plan was established effective October 1, 1996, for the benefit of
eligible employees of Allegiance Corporation and its subsidiaries as
defined in the Plan agreement (collectively referred to as the "Company").
The Plan is a defined contribution plan and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended.
Effective January 1, 1999, the West Hudson & Company Inc. 401(k) Profit
Sharing Plan ("West Hudson Plan") was merged into the Plan. Each
participant in the West Hudson Plan became a participant in the Plan as
of the effective date.
On February 3, 1999, Allegiance became a wholly owned subsidiary of
Cardinal Health, Inc. Accordingly, each share held in the Allegiance
Common Stock Fund was converted into .9338 of a share of Cardinal common
stock. Cash paid in lieu of fractional shares was transferred into the
Stable Income Fund.
ELIGIBILITY
All employees of the Company, as defined in the Plan agreement, are
eligible to participate on the first of the month following one full
calendar month of employment with the Company.
CONTRIBUTIONS
The Plan allows tax-deferred contributions in compliance with Section
401(k) of the Internal Revenue Code ("IRC"). Eligible participants make
pretax contributions up to 12% of their eligible annual compensation
subject to certain limitations under the IRC. Participants may also
contribute amounts representing distributions from other qualified defined
contribution plans. The Company matches the first three percent of
eligible annual base compensation of the participant's contribution dollar
for dollar.
In addition to the matching contribution, the Company will annually
provide a fixed contribution equal to three percent of each participant's
eligible annual base compensation. Participants should refer to the Plan
agreement for eligibility requirements.
The Company also provides variable performance and transition
contributions in accordance with the terms of the Plan agreement. The
amount of the contribution is determined based on a formula defined in the
Plan agreement and is made on an annual basis dependent upon
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achievement of the Company's annual key performance goals. Participants
should refer to the Plan agreement for eligibility requirements.
VESTING
Participant contributions and the earnings thereon are fully vested at all
times. Vesting in all employer contributions and the earnings thereon is
based on years of continuous service as defined in the Plan agreement.
INVESTMENT OPTIONS
Participants can direct their contributions and any related earnings into
eight investment options offered by the Plan. Participants can change the
investment options on a monthly basis.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocations of the Company's contributions and Plan earnings and
charged with an allocation of administrative expenses. Allocations are
based on participant earnings or account balance, as defined in the Plan
agreement. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
FORFEITED ACCOUNTS
If a participant terminates employment prior to being fully vested, he/she
forfeits the unvested portion of his/her account balance. Forfeited
amounts are used to reduce future employer contributions. Total
forfeitures for the year ended December 31, 2000 and 1999, were $1,498,114
and $828,711, respectively.
BENEFITS
Upon termination of service due to death, disability or retirement, a
participant or his/her beneficiary (if termination is due to death) will
receive an amount equal to the participant's vested interest in his or her
account balance. The form of payment is a lump-sum distribution, annuity
or other benefit payment option, as described in the Plan agreement.
PARTICIPANT LOANS
Participants may borrow from their accounts a minimum of $500 and up to a
maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as transfers to (from) the
investment fund from (to) the Participant Loan Fund. Loan terms range up
to five years, or ten years if for the purchase of a principal residence.
The loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as determined
by the Plan administrator. Principal and interest are paid ratably through
payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis of accounting. Investment income is recognized when earned and
expenses are recognized when incurred. Employer matching contributions are
recorded in the period in which participants make the
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related employee contributions. Fixed and transition contributions are
recorded in the period in which they were earned by participants.
Net appreciation (depreciation) consists of realized gains and losses on
sales of investments and unrealized appreciation or depreciation in the
fair value of investments since the beginning of the reporting period.
Realized gains and losses are recognized upon the disposition of
investments by comparing the proceeds to the average cost. Average cost is
calculated as the average of the fair market value of the disposed
securities at the beginning of the year and the acquisition cost for those
investments acquired during the year. In accordance with the policy of
stating investments at fair market value, unrealized appreciation or
depreciation of the market value of investments for the year, if any, is
calculated as fair market value at the end of the year less fair market
value at the beginning of the year, or if acquired during the year,
acquisition cost.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are valued at fair value as determined by quoted market
prices. The Stable Income Fund is valued at contract value because the
fund is invested in fully benefit-responsive investment contracts.
Contract value represents the principal balance of the investment
contracts plus accrued interest at stated contract rates, less withdrawals
and administrative charges. The crediting interest rate and average yield
of the investment contracts for the years ended December 31, 2000 and
1999, were approximately 6.6% and 7.0%, respectively. The recorded
contract value of the investment contracts approximates fair market value
as of December 31, 2000 and 1999.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan's
management to make estimates and assumptions that affect the amounts
reported in the financial statements and related notes to the financial
statements. Changes in such estimates may affect amounts reported in
future periods.
3. ADMINISTRATION OF THE PLAN
As of December 31, 2000, State Street Bank and Trust Company served as
trustee and record keeper for the Plan under an agreement dated October 1,
1996. The Employee Benefits Policy Committee administers the Plan and has
authority, responsibility and control over the management of the assets of
the Plan. Members of the committee are appointed by the Human Resources
and Compensation Committee of the Board of Directors of Cardinal Health,
Inc. All investment management, trustee and administrative fees incurred
in the administration of the Plan are paid from the assets of the Plan.
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11
4. INVESTMENTS
Investments that represented 5% or more of the Plan's net assets as of
December 31, 2000 and 1999, are as follows:
2000 1999
Cardinal Stock Fund $186,494,414 $138,987,684
S&P 500 Flagship Fund 99,482,840 102,352,255
Baron Asset Fund 34,334,402 -
Yield Enhanced Short-term Investment Fund 52,742,793 -
Short-term Investment Fund 109,694,829 -
During 2000, the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated
in value by $114,025,011 as follows:
Mutual funds $ (9,698,081)
Common stocks 134,724,932
Corporate bonds (988,048)
Common/collective trusts (10,013,792)
------------
Total $114,025,011
============
5. DISTRIBUTION PRIORITIES UPON TERMINATION OF THE PLAN
Although the Company has not expressed any intent to do so, the Company
reserves the right to terminate the Plan at any time subject to the
provisions of ERISA. In the event of termination of the Plan, the account
balance of each participant will become fully vested and all assets, net
of expenses, will be distributed to the participants or beneficiaries.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated February 24, 1998, that the Plan and related 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 and
ERISA.
7. RELATED-PARTY TRANSACTIONS
At December 31, 2000 and 1999, the Plan held units of participation in
certain common/collective trust funds and short-term investment funds of
State Street Bank and Trust Company, the Plan trustee. Fees paid by the
Plan for these services amounted to $1,017,343 for the year ended December
31, 2000. The Plan also held shares of Cardinal common stock, the Plan
Sponsor, during 2000 and 1999. These transactions are allowable
party-in-interest transactions under ERISA and the regulations promulgated
thereunder.
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12
8. SUBSEQUENT EVENT
Effective January 1, 2001, substantially all of the participants and
assets of the Plan were merged into the Cardinal Health Profit Sharing,
Retirement and Savings Plan. However, the Allegiance union employees and
their assets remain in the Allegiance Retirement Plan which is referred
to as the Allegiance Retirement Plan for Union Employees as of January 1,
2001.
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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
AS OF DECEMBER 31, 2000
(EMPLOYER IDENTIFICATION NUMBER 36-4095179, PLAN NUMBER 001)
INTEREST MATURITY MARKET
IDENTITY AND PARTY INVOLVED DESCRIPTION OF ASSET RATE DATE VALUE
-------------------------------------- ----------------------------- -------- -------- ------------
CASH EQUIVALENTS:
*State Street Bank & Trust Short-term investment fund N/A N/A $109,694,829
*State Street Bank & Trust Yield-enhanced short-term N/A N/A 52,742,793
investment fund
COMMON STOCKS:
*Cardinal Health Inc. Common stock N/A N/A 186,494,414
GUARANTEED INVESTMENT CONTRACTS:
Allstate Life Insurance Company Guaranteed insurance contract 7.1700 11/02/98-12/02/02 2,580,376
Allstate Life Insurance Company Guaranteed insurance contract 6.9000 11/30/98-09/30/02 1,528,045
Allstate Life Insurance Company Guaranteed insurance contract 8.0200 08/30/02 4,186,847
Bank of America Guaranteed insurance contract 7.0600 02/15/17 4,998,438
Wrapper (100,560)
Bank of America Guaranteed insurance contract 7.1900 09/15/03 3,390,483
Wrapper (44,709)
CNA Insurance Companies Guaranteed insurance contract 6.3800 06/30/00-12/31/02 9,391,272
CNA Insurance Companies Guaranteed insurance contract 5.7100 03/31/99-03/31/02 2,819,268
GE Financial Assurance Guaranteed insurance contract 6.5500 03/31/99-03/31/02 3,195,597
GE Financial Assurance Guaranteed insurance contract 6.9000 08/31/00-08/30/02 2,579,669
JAC Guaranteed insurance contract 7.6300 08/31/00-08/30/02 5,192,994
John Hancock Mutual Life Guaranteed insurance contract 7.0500 12/31/98-10/31/02 2,595,657
Insurance Company
John Hancock Mutual Life Guaranteed insurance contract 6.2300 02/29/00-02/28/03 2,222,925
Insurance Company
John Hancock Mutual Life Guaranteed insurance contract 5.8100 09/30/02-03/31/03 1,680,403
Insurance Company
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INTEREST MATURITY MARKET
IDENTITY AND PARTY INVOLVED DESCRIPTION OF ASSET RATE DATE VALUE
-------------------------------------- ----------------------------- -------- -------- ------------
GUARANTEED INVESTMENT CONTRACTS
(CONTINUED):
Monumental Life Insurance Guaranteed insurance contract 6.9400 08/30/02 $ 2,360,992
Company
Wrapper (42,282)
Monumental Life Insurance Guaranteed insurance contract 5.8900 07/31/00-07/31/02 4,166,040
Company
Principle Financial Group Guaranteed insurance contract 5.2300 11/02/98-10/01/01 1,395,817
Protective Life Insurance Guaranteed insurance contract 6.1200 07/31/00-07/31/03 1,741,132
Company
The Travelers Insurance Company Guaranteed insurance contract 6.2900 11/17/97 1,814,825
The Travelers Insurance Company Guaranteed insurance contract 6.3700 12/15/97 1,609,331
The Travelers Insurance Company Guaranteed insurance contract 5.6800 12/28/98 838,126
The Travelers Insurance Company Guaranteed insurance contract 5.6700 01/15/01-01/15/02 3,334,190
Bankers Trust Benefit Accessible Securities
Investment Contract-
SSB & Trust Short Term N/A N/A 869,910
Investment Fund
Federal Home Ln. MTG Corp. 6.0000 07/15/27 265,474
Federal Home Ln. MTG Corp. 5.7500 07/15/03 501,330
Federal Home Ln. MTG Corp. 5.1250 10/15/08 94,875
Federal Nat'l MTG Assn. 5.6250 05/14/04 399,312
Federal Nat'l MTG Assn. 6.2500 11/15/02 505,705
Chase Manhattan Auto Owner 6.2100 12/15/04 85,816
TR
Citibank CR Cord Master 5.8750 03/10/11 244,063
Tr. I
Daimler Chrysler Auto TR 6.8200 09/06/04 15,220
Ford CR Auto Owner TR 6.8700 01/15/04 506,405
Nomura Asset Secs Corp. 7.5000 05/25/24 125,768
Federal Home Ln. MTG PC GTD 4.5000 11/15/07 495,508
Federal Home Ln. MTG Corp 6.0000 12/15/18 121,782
Federal Home Ln. MTG Corp 6.0000 04/15/25 287,529
GTD
Federal Home Ln. MTG PC GTD 3.5000 12/15/21 323,178
Federal Home Ln. MTG PC GTD 6.0000 11/15/22 377,109
Federal Home Ln. MTG Corp 6.0000 02/15/11 984,370
Federal Home Ln. MTG PC GTD 6.5000 11/15/21 849,320
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15
INTEREST MATURITY MARKET
IDENTITY AND PARTY INVOLVED DESCRIPTION OF ASSET RATE DATE VALUE
-------------------------------------- ----------------------------- -------- -------- ------------
GUARANTEED INVESTMENT CONTRACTS Benefit Accessible Securities
(CONTINUED): Investment Contract
(continued)-
Bankers Trust Federal Home Ln. MTG PC GTD 6.5000 07/15/24 $ 317,898
Federal Nat'l MTG Assn. 6.5000 04/18/21 501,900
Federal Nat'l MTG Assn. 6.0000 03/25/23 1,388,618
Federal Nat'l MTG Assn. 6.5000 12/25/23 296,436
Federal Nat'l MTG Assn. GTD 6.5000 04/18/26 609,956
Duke Cap Corp. 7.5000 10/01/09 261,990
AMB PPTY L P 7.1000 06/30/08 491,990
Associates Corp North Amer. 6.2500 11/01/08 434,565
BankBoston Na MTn 6.3750 03/25/08 775,776
Bear Stearns Cos Inc. 6.2500 07/15/05 492,355
Capital One Bk MTN Book 6.3750 02/15/03 292,962
Entry
Case Cr. Corp. 6.7500 10/21/07 204,000
Chase Manhattan Corp. New 6.0000 11/01/05 490,670
Donaldson Lufkin & Jenrette 6.8750 11/01/05 991,353
Inc.
Firstbank P R 7.6250 12/20/05 421,779
Ford MTR CR Co. 5.8000 01/12/09 315,364
Green Tree Fin'l Corp. 6.0800 03/01/30 195,500
Household Fin. Corp. 5.8750 09/25/04 682,892
Lehman Brothers Inc. 6.6250 02/15/08 484,120
Lehman Brothers Inc. 6.5000 04/15/08 191,992
Conagra Inc. 7.0000 10/01/28 472,925
Coca Cola Enterprises 5.7500 11/01/08 334,485
Ford MTR Co Del. 6.3750 02/01/29 202,190
Lockheed Martin Corp. 7.7000 06/15/08 316,842
Philip Morris COS Inc. 6.3750 02/01/06 704,872
Pioneer Nat. Res. Co. 6.5000 01/15/08 352,500
Pulte Corp. 7.0000 12/15/03 608,404
Raytheon Co. 6.7500 08/15/07 248,505
Raytheon Co. 6.1500 11/01/08 190,950
Sears Roebuck Accep Corp. 6.2500 05/01/09 459,900
TCI Communications 6.8750 02/15/06 488,949
TRW Inc. 7.1250 06/01/09 312,543
Time Warner Inc. 6.6250 05/15/29 134,379
YPF Sociedad Anonima 7.5000 10/26/02 130,365
FMNA Pool 5.5000 05/01/11 49,398
FMNA Pool 6.0000 12/01/28 598,369
FMNA Pool 5.5000 04/01/11 469,738
FMNA Pool 6.0000 05/01/28 693,989
AFC Home Equity Ln. TR 6.0000 01/20/13 47,660
NWA Tr. 8.2600 03/10/06 141,216
NWA Tr. 9.3600 03/10/06 153,271
U.S. Treasury notes 5.6250 05/15/08 436,156
Chilgener S A 6.5000 01/15/06 673,630
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16
INTEREST MATURITY MARKET
IDENTITY AND PARTY INVOLVED DESCRIPTION OF ASSET RATE DATE VALUE
-------------------------------------- ----------------------------- -------- -------- ------------
GUARANTEED INVESTMENT CONTRACTS Benefit Accessible Securities
(CONTINUED): Investment Contract
(continued)-
Bankers Trust Enersis S A 7.4000 12/01/16 $ 631,134
Korea Elec Pwr. Corp. 7.7500 04/01/13 480,390
South Africa Rep. 8.5000 06/23/17 583,377
Wrapper 479,822
Federal Home Ln. Bank 6.7500 05/01/02 496,507
Federal Farm CR BKS BDS 6.8750 05/01/02 761,250
Federal Farm CR BKS BDS 6.7500 09/03/02 452,578
Federal Home Ln. MTG. Corp. 7.0000 07/15/05 2,098,740
Federal Home Ln. MTG. Corp. 6.8750 09/15/10 2,534,319
Federal Nat'l Mtg. Assn. 6.2500 05/15/29 256,155
Federal Nat'l Mtg. Assn. 7.2500 01/15/10 1,726,945
Green Tree Fin'l Corp. 5.7600 11/01/18 145,218
Alcoa Inc. 7.3750 08/01/10 216,397
Boeing Cap Corp. 6.3500 07/26/01 90,079
Hertz Corp. 8.2500 06/01/05 256,434
Archstone Cmntys 6.3700 10/15/01 115,039
Bank of America 7.5000 10/15/02 153,014
Citigroup Inc. 7.5000 10/01/10 82,743
Case Cr Medium Term 5.9300 02/26/01 29,517
Phillips Pete Co. 8.7500 05/25/10 188,800
Sears Roebuck 6.1200 12/13/01 84,977
Ingersoll Rand 6.0150 02/15/28 84,983
Int'l Lease Fin. 5.4000 01/22/02 218,487
International Paper 9.0500 02/08/01 110,201
FNMA Pool 7.5000 08/01/15 1,024,449
FNMA Pool 6.5000 10/01/30 1,476,755
FNMA Pool 7.5000 11/01/15 1,048,893
FNMA Pool 6.5000 10/01/30 1,517,880
GNMA Pool 0.0000 N/A 12
New York NY 6.6500 08/01/01 105,109
U.S. Treasury Bonds 7.5000 11/15/16 186,823
U.S. Treasury notes 6.6250 06/30/01 100,406
U.S. Treasury notes 6.0000 08/15/09 195,205
U.S. Treasury notes 6.5000 05/31/02 4,227,475
U.S. Treasury notes 6.5000 02/15/10 1,684,852
U.S. Treasury notes 6.2500 08/31/02 192,880
U.S. Treasury notes 5.8750 09/30/02 1,970,417
Wrapper 2,238,914
Morgan Guarantee Company of New Federal Home LN Bank 6.4300 07/10/02 2,462,917
York
Wrapper (129,846)
Chase Manhattan Bank Ford Cr. Auto Owner Tr - 6.5200 09/15/03 1,504,059
1999-DASSET Bkd NT CL A-5
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INTEREST MATURITY MARKET
IDENTITY AND PARTY INVOLVED DESCRIPTION OF ASSET RATE DATE VALUE
-------------------------------------- ----------------------------- -------- -------- ------------
GUARANTEED INVESTMENT CONTRACTS Benefit Accessible Securities
(CONTINUED): Investment Contract
(continued)-
Chase Manhattan Bank American Express Master 7.0400 04/15/04 $ 1,507,968
Trust
Wrapper (37,681)
Chase Manhattan Bank CitiBank Credit CD Master 7.0200 01/09/06 1,474,688
Trust
Wrapper (5,072)
Rabobank-New York Branch Fleet CR Card Master TR II 6.9000 04/16/07 1,740,078
- SER 1999-C CL A
Wrapper (56,039)
Warburg Dillon Reed Federal Nat'l Mtg' Assn' 6.0000 07/25/20 2,991,906
GTD - REMIC TR 1999-34
CL-PA
Wrapper (8,647)
CDC Financial Products Inc. Arcadia Automobile 7.2000 06/15/07 1,517,565
Receivables TR - 1999-C
Auto Receivables BKD NT
Wrapper (13,506)
CDC Financial Products Inc. Fed'l Home Loan Mtge. Corp. 6.2660 06/01/27 1,389,928
COMMINGLED INVESTMENTS:
Janus Overseas/International Overseas Fund N/A N/A 29,735,392
Fund
SSGA S&P 500 Fund Flagship S&P 500 Index Fund 99,482,840
Baron Asset Fund International Equity Fund 34,334,402
OTHER:
SSGA S & P 500 Index futures S & P 500 Index future 3,848,200
*LOANS:
Various participants Participant loans (interest
rates range from 7.0% to 12.0%) 20,287,478
------------
Total investments $667,756,744
============
*Party in interest.
The accompanying notes are an integral part of this schedule.
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