FOX INVESTMENT PLAN

 

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 Fiscal Year ended December 31, 2003

 

OR

 

¨ Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934

 

Commission file number 333-04962

 

FOX INVESTMENT PLAN

 

2121 Avenue of the Stars

Los Angeles, CA 90067

 

(Full title of the plan and the address of the plan,

if different from that of the issuer named below)

 

 

THE NEWS CORPORATION LIMITED

2 Holt Street

Surry Hills, New South Wales 2010, Australia

(Country Code 61) 2-9-288-3000

(Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office)

 



SIGNATURES

 

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.

 

FOX INVESTMENT PLAN

By:   /s/ Lynn Franzoi
   

Lynn Franzoi

Senior Vice-President, Benefits

Fox Entertainment Group, Inc.

 

Date: June 23, 2004

 


FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

 

Fox Investment Plan

 

Year ended December 31, 2003

 

with Report of Independent Registered Public Accounting Firm

 


Fox Investment Plan

 

Financial Statements and Supplemental Schedule

 

Year ended December 31, 2003

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

    

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedule

    

Schedule H – Part IV – Line 4i – Schedule of Assets (Held at End of Year)

   13

 


Report of Independent Registered Public Accounting Firm

 

The Retirement Board of

Fox Entertainment Group, Inc.

 

We have audited the accompanying statements of net assets available for benefits of Fox Investment Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 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. 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 at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the 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 our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/    ERNST & YOUNG LLP

Los Angeles, California

May 24, 2004

 

1


Fox Investment Plan

 

Statements of Net Assets Available for Benefits

 

     December 31

     2003

   2002

Assets

             

Cash

   $ 114,846    $ 15,615

Investments:

             

Investments, at fair value

     386,352,345      280,242,879

Investments, at contract value

     56,060,248      49,688,886
    

  

Total investments

     442,412,593      329,931,765

Receivables:

             

Employer contributions

     232,210      225,127

Participant contributions

     626,196      600,844

Interest and other

     585      1,480
    

  

Total receivables

     858,991      827,451
    

  

Total assets

     443,386,430      330,774,831

Liabilities

             

Due to broker for securities purchased

     60,368      69,664

Other liabilities

     1,281      124,605
    

  

Total liabilities

     61,649      194,269
    

  

Net assets available for benefits

   $ 443,324,781    $ 330,580,562
    

  

 

See accompanying notes.

 

2


Fox Investment Plan

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2003

 

Additions:

      

Contributions:

      

Employer, net of forfeitures

   $ 15,418,945

Participant

     42,469,531

Rollover

     2,653,217
    

Total contributions

     60,541,693

Transfers from other plans

     128,949

Interest, dividends and other

     10,901,792

Net appreciation in fair value of investments

     62,827,180
    

Total additions

     134,399,614

Deductions:

      

Benefits paid to participants

     21,563,372

Transfers to other plans

     87,234

Administrative expenses

     4,789
    

Total deductions

     21,655,395
    

Net increase

     112,744,219

Net assets available for benefits at beginning of year

     330,580,562
    

Net assets available for benefits at end of year

   $ 443,324,781
    

 

See accompanying notes.

 

3


Fox Investment Plan

 

Notes to Financial Statements

 

December 31, 2003

 

1. Description of the Plan

 

The following description of the Fox Investment Plan (the Plan) provides only general information. Participants should refer to the Plan document and related amendments for more complete information.

 

General

 

The Plan is a defined contribution plan sponsored by Fox Entertainment Group, Inc. (the Plan Sponsor and the Company). Its purpose is to assist employees in establishing a regular savings and investment program to provide additional financial security for their retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan was adopted effective June 1, 1984. Effective January 1, 1998, the Plan was restated to incorporate all previous amendments, to change the name of the Plan Sponsor to Fox Entertainment Group, Inc., and to comply with legislative required amendments.

 

Eligibility

 

The Plan is a defined contribution plan available to certain nonunion employees of the Company to which the Plan has been extended. Currently, union employees under certain collective bargaining agreements are also eligible to participate. An eligible employee can enroll in the Plan on the first day of the payroll cycle immediately following commencement of employment or the first day of any payroll cycle thereafter.

 

Contributions

 

The following types of contributions are allowable under the terms of the Plan document:

 

Participant Contributions – Participants can voluntarily contribute on a before-tax and/or after-tax basis, as defined in the Plan document, subject to certain limitations under the Internal Revenue Code (the Code).

 

Employer Contributions – The Company shall contribute for each participant each pay period an amount equal to 50% of the first 6% of the participant’s contributions, not to exceed $10,000 in any Plan year.

 

4


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Contributions (continued)

 

Rollover Contributions – Amounts distributed to participants from other tax-qualified plans may be contributed to the Plan.

 

The total amount contributed to a participant’s account (excluding rollover contributions) during 2003 may not exceed the lesser of (a) $40,000, or (b) 100% of the participant’s includable compensation, as defined by the Plan document and the Code.

 

Vesting

 

Participants are immediately 100% vested in their before-tax and after-tax contributions and rollover contributions. Participants become vested in the employer’s contributions account based on the participant’s years of vesting service, as follows:

 

Years of Service


   Vested
Percentage


 

Less than 1

   0 %

1 but less than 2

   50 %

2 but less than 3

   75 %

3 or more

   100 %

 

The participant becomes 100% vested in the employer’s contribution account at the earliest of the following dates:

 

  Completion of three years of vesting service

 

  Death

 

  Termination of employment due to total and permanent disability

 

  Retirement at age 65

 

  Termination of the Plan

 

Forfeitures

 

If the participant elects a distribution of his/her vested account balance upon termination of employment, the nonvested portion of the participant’s employer contribution account is forfeited. If the participant defers distribution of his/her account balance, the participant’s employer contribution account is forfeited after a consecutive 60-month

 

5


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Forfeitures (continued)

 

period has elapsed after an employee’s termination date. In accordance with the Plan document, such forfeitures are used to reduce future employer matching contributions. During 2003, forfeitures of approximately $360,000 were used to reduce the employer matching contributions.

 

Forfeited balances of approximately $70,000 and $115,000 were available to reduce future contributions as of December 31, 2003 and 2002, respectively.

 

Management of Trust Funds

 

Fidelity Management Trust Company (Fidelity) is the Trustee. Plan assets are principally managed or held by the Plan’s five investment managers: Standish Mellon Asset Advisors, Fidelity Management and Research Co., Pacific Investment Management Co. (PIMCO), Mairs and Power, Inc. and Janus Institutional Investment Services. The investment managers have been granted discretionary authority concerning purchases and sales of investments, as outlined in their individual agreements with the Plan Sponsor and the Fox Retirement Board (the Plan Administrator).

 

Investment Options

 

Upon enrollment in the Plan, a participant may direct employee and employer contributions in 1% increments among various investment options outlined in the Summary Plan Description. Additionally, participants may redirect their investment balances among these various investment options at anytime. Included in investments as of December 31, 2003, were the AT&T Stock Fund and Liberty Media Corporation Common Stock with investment balances of $334,798 and $1,252,699, respectively. These funds resulted from mergers into the Plan and participants may no longer direct contributions or transfers into these funds.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and allocation of the Company’s contribution, and debited for any distributions. Investment fund gains, losses, and expenses are allocated based on the participant’s account balances in each fund.

 

6


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participants’ Loans

 

Participants may borrow from the Plan, subject to a minimum loan of $1,000 and a maximum loan of $50,000 or 50% of the participant’s vested account balance. The loans are payable over a period of one to five years, or if the proceeds are used for the purchase of a participant’s principal residence, the loans are payable over a period not to exceed 15 years. The loans bear interest at the prime rate plus 1%. The loans are secured by the pledge of the participant’s interest in the Plan. Participants may either pay off outstanding loan balances when they leave the Company or continue to make loan repayments after termination. The Trustee has established a loan fund for recording loan activities.

 

Payment of Benefits

 

Benefits to participants or beneficiaries are payable in lump sums equal to the value of their vested accounts as of the date of distribution.

 

Administrative Expenses

 

The Company may, at its discretion, elect to pay administrative expenses of the Plan. Administrative expenses not paid by the Company are paid from the assets of the Plan. During the year ended December 31, 2003, $4,789 of administrative expenses were paid from the accounts of the affected participants.

 

2. Summary of Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements of the Plan have been prepared under the accrual basis of accounting.

 

Use of Estimates

 

The preparation of the Plan’s financial statements in conformity with U.S. generally accepted accounting principles 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.

 

7


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

2. Summary of Accounting Policies (continued)

 

Risks and Uncertainties

 

The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such instruments. The Plan’s concentration of credit risk and market risk is dictated by the Plan’s provisions as well as those of ERISA and the participants’ investment preference.

 

The Plan provides for various investment options in mutual funds, common stock, guaranteed investment contracts (GICs) and synthetic GICs. Investment securities 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 risk in the near term could materially affect participants’ account balances and the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value, except for its GICs, which are valued at contract value (see Note 4). Mutual funds, government and corporate securities, and common stock investments are stated at quoted market prices. The participant loans are stated at face value, which approximates fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend dates.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Net Appreciation (Depreciation) in Fair Value of Investments

 

Realized and unrealized appreciation (depreciation) in the fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation).

 

All realized and unrealized appreciation (depreciation) in the value of investments is shown in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

8


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

3. Investments

 

The following presents investments that represent 5% or more of the Plan’s net assets.

 

     December 31

     2003

   2002

Investments at fair value:

             

News Corporation ADS

   $ 24,630,272    $ *

Janus Adviser International I

     33,201,838      23,335,046

PIMCO Total Return Fund

     25,524,342      20,485,775

Mairs & Power Growth Fund

     32,055,365      18,371,480

Fidelity Puritan Fund

     102,168,818      79,167,497

Fidelity Magellan Fund

     99,692,760      74,660,612

Fidelity Spartan U.S. Equity Index Fund

     26,347,164      16,655,389

 

* Amount represents less than 5% of the Plan’s net assets at year-end.

 

During the year ended December 31, 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

Mutual funds

   $ 56,132,200

Common stock

     6,694,980
    

     $ 62,827,180
    

 

4. Investment Contracts with Insurance Companies

 

The Standish Mellon Income Fund includes deposit GICs, synthetic GICs, and bank investment contracts. In accordance with Statement of Position 94-4 of the American Institute of Certified Public Accountants, fully benefit-responsive GICs and synthetic GICs are presented at their contract value. Contract value for the GICs of $41,761,377 and $36,510,299 at December 31, 2003 and 2002, respectively, represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses and excludes the short-term investment fund. Contract value for the synthetic GICs is $14,298,871 and $13,178,587 at December 31, 2003 and 2002, respectively. The difference between the fair value of the assets underlying the synthetic GICs and the contract value of the synthetic GICs is the value of the wrapper.

 

GICs provide a fixed crediting interest rate and a financially responsible entity guarantees liquidity at contract value prior to maturity for any and all participant-initiated benefit withdrawals, loans, or transfers arising under the terms of the Plan, which allows access for all participants.

 

9


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

4. Investment Contracts with Insurance Companies (continued)

 

Synthetic GICs operate similarly to a separate account guaranteed investment contract, except that the underlying assets are placed in a trust with ownership by the Plan rather than a separate account of the issuer, and a financially responsible third party issues a wrapper contract that provides that participants can, and must, execute transactions at contract value.

 

Inasmuch as trust assets are owned by the Plan, the wrapper contract and the assets in trust should be separately valued and disclosed. The wrapper contract would be valued at the difference between the fair value of the trust assets and the contract value attributable by the wrapper to such assets. When considered together, the trust assets and the wrapper contract should be reported at the wrapper contract value because participants are guaranteed return of principal and accrued interest.

 

Contract values are not materially different from the fair values of the contracts as calculated per Statement of Financial Accounting Standards No. 107, as shown below as of December 31, 2003 and 2002:

 

     2003

    2002

 

Average yield on investment contracts

     4.43 %     4.89 %

Crediting interest rate

     4.46 %     5.31 %

Fair value of GICs

   $ 42,904,528     $ 37,968,461  

Fair value of synthetic GICs

   $ 13,455,687     $ 13,665,524  

 

There are various bases and frequencies of determining the crediting interest rates for unallocated investment contracts. Crediting interest rates for certain synthetic GICs are based on the cash flow and performance of the underlying securities. The crediting interest rates are reviewed on either a quarterly or an annual basis and reset if the change is significant. All other contracts have fixed rates for the life of the contract. Certain employer-initiated events are not eligible for book value disbursements from fully benefit-responsive contracts. Such events may cause liquidation of all or a portion of a contract with a market value adjustment.

 

10


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

4. Investment Contracts with Insurance Companies (continued)

 

The fair values of the assets underlying the synthetic GICs approximate the fair value of contracts. The fair values of the assets underlying the synthetic GICs as of December 31, 2003 and 2002, are as follows:

 

     2003

   2002

 

U.S. government securities

   $ 7,156,844    $ 8,242,376  

Corporate obligations

     6,298,843      5,423,148  
    

  


Fair value of investments

     13,455,687      13,665,524  

Difference between fair value and contract value of synthetic GICs

     843,184      (486,937 )
    

  


Contract value of synthetic GICs

   $ 14,298,871    $ 13,178,587  
    

  


 

5. Related Party Transactions

 

The Plan engages in certain transactions involving the Trustee and News Corporation, the parent company, parties-in-interest as defined by ERISA. These transactions involve the purchase and sale of News Corporation’s common stock and investing Plan monies in money market and mutual funds managed by Fidelity or its related affiliates. Fees paid by the Plan Sponsor to Fidelity for the year ended December 31, 2003, were not significant. Investments managed by Fidelity amounted to $253,966,415 and $189,248,950 as of December 31, 2003 and 2002, respectively.

 

6. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated March 24, 2000, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

 

11


Fox Investment Plan

 

Notes to Financial Statements (continued)

 

7. Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate or amend the Plan subject to the provisions of ERISA. Upon termination of the Plan or upon the complete discontinuance of contributions under the Plan, all participants shall become 100% vested in their accounts, after payment of any expenses properly chargeable thereto.

 

8. Reconciliation of Financial Statement to Form 5500

 

The following is a reconciliation of investments from the financial statements as of December 31, 2003 and 2002, to investments per the Form 5500:

 

     2003

   2002

Investments per the financial statements

   $ 442,412,593    $ 329,931,765

Add: Difference between fair value and contract value of GICs

     1,143,151      1,458,165
    

  

Investments per the Form 5500

   $ 443,555,744    $ 331,389,930
    

  

 

Investments in GICs are reflected on the financial statements at contract value since the contracts are benefit responsive; however, the GIC investments are reflected at fair value on the Form 5500 and the accompanying supplemental schedule of assets (held at end of year).

 

9. Subsequent Events

 

Effective January 1, 2004, the vesting schedule for the Company Contribution Account, as defined, was changed for all participants hired on or after January 1, 2004. The schedule is as follows:

 

Years of Service


   Vested
Percentage


 

Less than 1

   0 %

1 but less than 2

   20 %

2 but less than 3

   40 %

3 but less than 4

   60 %

4 but less than 5

   80 %

5 or more

   100 %

 

Participants hired prior to January 1, 2004 retained their current vesting schedule.

 

12


Supplemental Schedule

 


Fox Investment Plan

 

EIN 95-4066193    Plan No. 003

 

Schedule H – Part IV – Line 4i – Schedule of Assets (Held at End of Year)

 

December 31, 2003

 

Identity of Issue


  

Description of Investments


  

Current

Value


Common Stock

           

News Corporation ADR Fund *

           

News Corporation ADS

  

ADSs, 682,279 shares

   $ 24,630,272

Interest-bearing cash

          593,415
         

            25,223,687

Liberty Media Corporation

  

Common Stock, 145,662.629 shares

     1,252,699

AT&T Corporation

  

Common Stock, 136,096.143 shares

     334,798

Money Market

           

Fidelity Management Trust Company *

  

Short-term investment fund; 1.41%

     3,152,225

Pooled Funds

           

Goode Stable Value Trust Fund

  

Short-term investment fund; 5.26%

     2,085,202

Guaranteed Investment Contracts (GICs)

           

Hartford Life

  

GIC; 7.21% yield; 5/16/05

     1,309,918

GE Life and Annuity

  

GIC; 4.92% yield; 11/15/07

     1,132,134

Security Life of Denver

  

GIC; 5.96% yield; 2/15/06

     1,252,987

Rabobank

  

GIC; 4.45% yield; variable maturities

     13,802,857

GE Capital Assurance Company

  

GIC; 5.70% yield; 9/15/05

     1,205,377

John Hancock

  

GIC; 7.86% yield; 6/15/04

     1,042,115

New York Life Insurance Company

  

GIC; 4.05% yield; 10/15/07

     1,081,249

New York Life Insurance Company

  

GIC; 5.78% yield; 6/15/06

     1,094,750

Monumental Life Insurance Company

  

GIC; 4.20% yield; 3/15/06

     417,219

United of Omaha

  

GIC; 7.12% yield; 11/15/04

     1,009,168

Monumental Life Insurance Company

  

GIC; 4.63% yield; variable maturities

     11,878,184

Allstate

  

GIC; 5.51% yield; 9/17/07

     1,785,825

John Hancock

  

GIC; 5.67% yield; 7/16/07

     1,805,401

Ohio National Life Insurance Company

  

GIC; 3.95% yield; 3/14/08

     1,053,541

Principal Life

  

GIC: 3.67% yield; 10/15/07

     1,049,499

Principal Life

  

GIC; 2.76% yield; 7/15/08

     975,399

Security Life of Denver

  

Variable GIC; 3.58% yield; 4/06/06

     1,008,905
         

            42,904,528

 

13


Fox Investment Plan

 

EIN 95-4066193    Plan No. 003

 

Schedule H – Part IV – Line 4i – Schedule of Assets (Held at End of Year) (continued)

 

December 31, 2003

 

Identity of Issue


  

Description of Investments


  

Current

Value


 

Synthetic GICs

             

CDC IXIS – WR 1816-03

             

Federal Home Loan Mortgage Corp.

  

Series 2415; Class CD; 6/15/04; $1,000,000; 5.50%

   $ 930,011  

Wrapper

          —    
         


            930,011  

Monumental Life Insurance Co. (Aegon) – BDA00304TR6 (7)

             

MBNAS Credit Card

  

Series 03-A6; Class A6; 5/15/08; $1,000,000; 2.98%

     959,103  

Wrapper

          30,323  
         


            989,426  

Bank of America N.A. 03 – 049

             

Citibank Credit Card

  

Series 03-A6; Class A6; 5/15/08; $1,000,000; 2.90%

        

Federal Home Loan Corp.

  

Series 2515; Class UB; 2/15/04; $1,000,000; 4.50%

        

Federal Home Loan Corp.

  

Series 2492; Class KV; 1/15/04; $1,000,000; 4.75%

        

Federal Home Loan Corp.

  

Series 2478; Class EU; 1/15/04; $1,000,000; 5.00%

        

First US Master Credit Card

  

Series 98-9; Class A; 1/18/04; $1,000,000; 5.28%

        

MBNA Master Credit Card

  

Series 03-A7; Class A7; 6/15/08; $1,000,000; 2.65%

        

Federal Home Loan Corp.

  

Series 2644; Class AW; 7/15/10; $1,000,000; 4.00%

     5,267,730  

Wrapper

          884,221  
         


            6,151,951  

CDC IXIS – WR-1816-01

             

Case New Holland

  

Series 01-B; Class A4; 09/15/06; $1,000,000; 4.45%

        

Federal Home Loan Corp.

  

Series 2624; Class OD; 6/15/10; $1,000,000; 3.50%

     2,011,445  

Wrapper

          (53,104 )
         


            1,958,341  

 

14


Fox Investment Plan

 

EIN 95-4066193    Plan No. 003

 

Schedule H – Part IV – Line 4i – Schedule of Assets (Held at End of Year) (continued)

 

December 31, 2003

 

Identity of Issue


  

Description of Investments


  

Current

Value


 

Synthetic GICs (continued)

             

UBS AG – 2656

             

MBNA Master Credit Card Trust

  

Series 97-I; Class A; 08/15/04; $1,000,000; 6.55%

        

DLJ Coml Mtg

  

Series 99-CG1; Class A1B; 1/10/09; $765,000; 6.46%

        

COMED Transitional FDG TR

  

Series 98-1; Class A5; 9/25/05; $1,000,000; 5.44%

        

Federal Home Loan Corp.

  

Series 03-92; Class NM; 10/25/08 $700,000; 3.50%

   $ 3,305,571  

Wrapper

          (47,166 )
         


            3,258,405  

Westdeutsche Landesbank – WLB-3021

             

Citibank Credit Card

  

Series 03-A3; Class A3; 3/10/08; $1,000,000; 3.10%

     981,827  

Wrapper

          28,910  
         


            1,010,737  

Total Fair Value of Synthetic GICs

          13,455,687  

Total Wrappers

          843,184  
         


            14,298,871  

Mutual Funds

             

Janus

  

Janus Advisor International I

     33,201,838  

PIMCO

  

Total Return Fund

     25,524,342  

Mairs & Power

  

Growth Fund

     32,055,365  

Fidelity*

  

Puritan Fund

     102,168,818  

Fidelity*

  

Magellan Fund

     99,692,760  

Fidelity*

  

Spartan U.S. Equity Index Fund

     26,347,164  

Fidelity*

  

Mid-Cap Stock Fund

     15,459,878  

Fidelity*

  

Equity Income Fund

     7,145,570  

AF

  

Europac Growth R4

     897,063  

Participant loans*

  

Interest rates ranging from 5.32% to 11.00% and maturities through 2016

     11,810,936  
         


Total investments

        $ 443,555,744  
         


 

* Represents a party-in-interest as defined by ERISA

 

15


EXHIBITS

 

Exhibit No.

  

Description


23    Consent of Ernst & Young LLP