================================================================================
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, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO ___________
COMMISSION FILE NUMBER 333-21399
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Willbros Employees' 401(k) Investment Plan
4400 Post Oak Parkway, Suite 1000
Houston, Texas 77027
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Willbros Group, Inc.
Plaza 2000 Building
50th Street, 8th Floor
Apartado 6307
Panama 5, Republic of Panama
Telephone No.: (50-7) 213-0947
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Willbros Employees' 401(k) Investment Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
WILLBROS EMPLOYEES' 401(k)
INVESTMENT PLAN
Date: June 28, 2002 By: /s/ Warren L. Williams
-------------------------------------
Warren L. Williams
Willbros Employee Benefits Committee
-2-
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
----
Independent Auditors' Report 4
Financial Statements:
Statements of Net Assets Available for Plan Benefits 5
Statements of Changes in Net Assets Available for
Plan Benefits 6
Notes to Financial Statements 7-10
Schedule 1, Line 4i- Schedule of Assets Held at End of Year 11-15
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 are omitted, as they are inapplicable or not required.
-3-
INDEPENDENT AUDITORS' REPORT
Willbros Employees' Benefits Committee
Willbros USA, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of Willbros Employees' 401(k) Investment Plan as of December 31, 2001
and 2000, and the related statements of changes in net assets available for plan
benefits for the years then ended. 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 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. 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 plan benefits of Willbros
Employees' 401(k) Investment Plan as of December 31, 2001 and 2000, and the
changes in net assets available for plan benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplemental 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. Such
information 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.
KPMG LLP
Houston, Texas
June 14, 2002
-4-
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
------------- --------------
Investments, at fair value $ 23,551,098 $ 19,343,059
Accrued investment income 4,840 26,079
Contributions receivable:
Employer 42,483 16,078
Employee 62,407 47,161
Cash 34,684 --
Due to broker (38,518) 17
------------- --------------
Net assets available for
plan benefits $ 23,656,994 $ 19,432,394
============= ==============
See accompanying notes to financial statements.
5
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2001 and 2000
2001 2000
----------------- -------------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 1,999,422 $ 428,083
Dividends 53,581 102,551
Interest 20,671 55,251
------------------ ----------------
2,073,674 585,885
Contributions:
Employer, net of forfeitures 960,602 552,991
Participants 3,794,677 1,757,978
------------------ ----------------
4,755,279 2,310,969
------------------ ----------------
Total additions 6,828,953 2,896,854
Deductions from net assets attributed to:
Benefits paid to participants 2,506,163 4,839,413
Loans to participants 363 5,850
Trustee and other fees 99,892 107,112
Conversion/transfers (2,065) (328,982)
------------------ ----------------
Total deductions 2,604,353 4,623,393
------------------ ----------------
Net (decrease) increase 4,224,600 (1,726,539)
Net assets available for plan benefits:
Beginning of year 19,432,394 21,158,933
------------------ ----------------
End of year $ 23,656,994 $ 19,432,394
================== ================
See accompanying notes to financial statements.
6
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) DESCRIPTION OF PLAN
The following description of the Willbros Employees' 401(k) Investment
Plan (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
(a) GENERAL
The Plan is a defined contribution plan covering all full-time
employees of Willbros USA, Inc., Willbros Engineers, Inc.,
Willbros Operating Services, Inc. and Rogers and Phillips, Inc.,
and all salaried employees of Willbros Energy Services Company
(collectively, the Company) who have one year of eligible service.
It is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
(b) CONTRIBUTIONS
Participants may contribute, by payroll deductions, from 1% to 20%
of their compensation to the Plan and allocate these amounts as
deferred or taxable contributions. The Company matches employee
contributions, up to a maximum of 4% of salary as follows: 100% in
the form of cash or 125% in the form of Willbros Group, Inc.
common stock, as elected by the employee.
(c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and the Company contributions. At each valuation
date, participants' accounts for each investment option are
credited with their share of the net income and gains and charged
with losses. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested
account.
(d) VESTING
Participants are immediately vested in their voluntary
contribution account and their salary reduction account plus
actual earnings thereon. Vesting in the Company contribution
account is based on years of service earned as follows: one year -
25%; two years - 50%; three years - 75%; four years - 100%.
(e) FORFEITURES
The portion of a participant's employer contribution that is
forfeited because of termination of employment before full vesting
is applied to reduce the Company's future contributions or pay for
plan expenses.
(f) PAYMENT OF PLAN BENEFITS
On termination of service, participants may elect to receive a
lump-sum amount equal to the vested value of their accounts, or,
if vested plan benefits exceed $5,000, defer distribution until
age 70 is reached or death occurs.
Participants who are age 55 may also withdraw their salary
reduction accounts. Hardship withdrawals from salary reduction
accounts before age 59-1/2 are also permitted under certain
circumstances.
7
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(g) PARTICIPANT LOANS
Participants may borrow from the Plan pursuant to Section
408(b)(1) of ERISA. Loans to a participant may not exceed the
lesser of 50% of the present value of the nonforfeitable accrued
benefit of the participant, the balance of the participant's
voluntary and salary reduction contribution accounts plus the
vested portion of his or her Company contribution account, or
$50,000. The minimum loan is $1,000.
Loans are stated at cost, which approximates fair value.
(h) INVESTMENT OPTIONS
Participants may direct investment of their funds to one or more
of the following investment options:
Specifically Directed Investments
Specifically Directed Flexible Choice Investments
The Frank Russell Investment Contract Fund
The Frank Russell Fixed Income I Fund
The Frank Russell Balanced Income Fund
The Frank Russell Domestic Conservative Balanced Fund
The Frank Russell Global Balanced Fund
The Frank Russell Aggressive Balanced Fund
The Frank Russell Global Equity Fund
The Frank Russell Equity I Fund
The Frank Russell All International Markets Fund
The Frank Russell Small Cap Fund
Willbros Group, Inc. Common Stock
(i) ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan (except transaction fees for
participants' specifically directed investments and trustee fees)
are paid by the Company.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been
prepared on an accrual basis. 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
net assets available for plan benefits and changes in net assets
available for plan benefits during the reporting period. Actual
results could differ from those estimates.
8
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(b) NET ASSETS AVAILABLE FOR PLAN BENEFITS
Net assets available for plan benefits include benefits payable to
current participants and those who have withdrawn from the Plan.
The annual information return filed with the Internal Revenue
Service (Form 5500) requires amounts due to participants who have
withdrawn from the Plan to be stated as a liability and a
distribution. There were no such benefits payable at December 31,
2001 and 2000.
(c) INVESTMENTS
Investments are held in pooled trust funds and mutual funds and
are stated at the Plan's proportionate share of the fair value of
the holdings of the pooled trust funds. If available, quoted
market prices are used to value investments in mutual funds and
other securities. The difference between the current value and the
historical cost is reflected as net appreciation or depreciation.
Purchases and sales of investments are recorded on a trade date
basis.
(3) 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 the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their accounts.
(4) TAX STATUS
The Plan was established January 1, 1976 under the provisions of ERISA.
The Internal Revenue Service has determined that the Plan is qualified
under Section 401(a) and 401(k) of the Internal Revenue Code (IRC) and
that the Plan is exempt from Federal income taxes under Section 501(a)
which provides that earned income is taxable only upon distribution
thereof. A favorable determination letter covering the Plan has been
received from the Internal Revenue Service. The Plan has been amended
since receiving the determination letter. However, management believes
that the Plan is designed and is currently operated within the applicable
requirements of the IRC.
(5) INVESTMENTS
The Plan's investments and cash are held by Bank of Oklahoma, N.A. and
administered under a trust agreement with the Company. The Plan's
investment options are managed by Frank Russell Trust Company (FRTC),
which has full discretionary authority for purchase and sale of
investments not specifically directed by participants within the approved
Plan options; however, the Willbros Employees' Benefits Committee retains
the right to change the options available to participants.
9
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
The following table presents the fair values of investments at December
31, 2001 and 2000. Investments that represent 5% or more of the Plan's
net assets are separately identified (*).
2001 2000
-------------------- -------------------
Specifically Directed Investment Fund $ 6,694,441 * $ 5,742,136 *
Specifically Directed Flexible Choice Investment Fund 635,026 225,585
FRTC Investment Contract Fund 2,290,682 * 1,501,798 *
FRTC Fixed Income I Fund 1,632,329 * 628,908
FRTC Balanced Income Fund 455,775 103,037
FRTC Domestic Conservative Balanced Fund 117,890 51,813
FRTC Global Balanced Fund 2,751,195 * 2,793,005 *
FRTC Aggressive Balanced Fund 551,515 284,851
FRTC Global Equity Fund 277,743 169,886
FRTC Equity I Fund 2,729,545 * 3,361,515 *
FRTC All International Markets Fund 624,430 991,988 *
FRTC Small Cap Fund 1,653,133 * 1,621,835 *
Willbros Group Inc. 2,658,976 * 1,401,914 *
Participant Loan Fund 478,418 464,788
-------------------- -------------------
$ 23,551,098 $ 19,343,059
==================== ===================
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $1,999,422 as follows:
Mutual funds $ 1,359,607
Common stock 519,850
Government bonds 119,965
-------------
$ 1,999,422
=============
(6) PLAN AMENDMENTS
Effective April 1, 2001, the Plan was amended to allow employees to
participate after 90 days of service without regard to age of the
employee. Vesting in the Company contribution account is based on years
of service earned as follows: one to two years - 25%; two to three years
- 50%; three to four years 75%; and over four years - 100%.
10
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Schedule 1, Line 4i - Schedule of Assets Held at End of Year
December 31, 2001
(a) (b) (c) (d) (e)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE CURRENT
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE SHARES COST VALUE
------------------ ---------------------------------------- ----------------------------------- ------- -------- --------
Alliance World DLR Govt FD II Common Stock 1,473 $ 3,240 $ 14,244
American International Group Inc. Common Stock 6,319 97,709 501,729
Baldor Electric Company Common Stock 1,550 29,923 32,395
Bristol Myers Squibb Corporation Common Stock 550 31,067 28,050
Chesapeake Energy Corporation Common Stock 1,000 9,078 6,610
Coca Cola Co. Common Stock 100 5,479 4,715
Delphi Automotive Systems Corporation Common Stock 698 5,888 9,535
Direct Connect Intl Holdings Common Stock 5,000 3,438 1
Dollar General Corporation Common Stock 3,200 53,164 47,680
Drypers Corporation Common Stock 1,000 6,260 2
Dupont EI DE Nemours Common Stock 100 4,404 4,251
ExxonMobil Corp Common Stock 200 8,535 7,860
Family Dollar Stores Common Stock 1,425 40,690 42,722
Ford Motor Company Common Stock 1,700 38,091 26,724
Future Healthcare Inc. Common Stock 1,000 4,500 6
General Electric Corporation Common Stock 200 9,410 8,016
General Motors Corporation Common Stock 1,100 35,345 53,460
Gillette Company Common Stock 1,000 31,370 33,400
Helmerich & Payne Inc Common Stock 1,550 44,502 51,739
Information Management Technologies Common Stock 3,000 19,922 6
Intel Corporation Common Stock 200 6,550 6,290
JDS Uniphase Corporation Common Stock 200 6,537 1,736
Kimberly Clark Corporation Common Stock 250 13,950 14,950
Lindsay MFG Co. Common Stock 1,975 40,451 38,216
Management Technologies Inc Common Stock 20,000 6,448 40
Merck and Company Inc. Common Stock 5,975 396,116 351,330
Millennium Sports Management Inc. Common Stock 10 3,000 1
New York Times Common Stock 800 35,728 34,600
Northern Border Partners LP Unit Ltd Common Stock 100 2,941 3,901
Peagus Gold Inc. Common Stock 200 2,535 1
Phillip Services Corporation Common Stock 5,000 -- 27
Phillip Svcs Corp Del Common Stock 18 2,902 26
Raytheon Co CL A Common Stock 63 1,985 2,046
Sports Media Inc Common Stock 1,000 5,375 5
St. Paul Companies Common Stock 282 3,863 12,400
Syntroleum Corporation Common Stock 200 5,542 1,420
The Williams Companies Common Stock 11,950 299,542 304,964
Unisource Energy Corporation Common Stock 80 3,354 1,455
United Parcel Service Common Stock 775 42,984 42,238
Valmont Industrial Inc Common Stock 2,350 $ 36,791 $ 33,981
Verisign Inc. Common Stock 100 8,925 3,804
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Schedule 1, Line 4i - Schedule of Assets Held at End of Year
December 31, 2001
(a) (b) (c) (d)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE SHARES COST
---------------- --------------------------------------------- ---------------------------------------------- -------- --------
Vitesse Semiconductor Corporation Common Stock 200 6,537
Voice Powered Technology Intl, Inc. Common Stock 800 2,650
Wal-mart Stores Common Stock 1,040 29,578
* Willbros Group, Inc. Common Stock 111,000 719,141
WorldCom Inc Worldcom Group Common Stock 100 624
WorldCom Inc GA New Com Common Stock 1,864 5,821
Scudder Global High Income Fund Common Stock 2,000 9,323
Credit Suisse International Equity Pooled Equity Funds 3,156 62,153
Morgan Stanley Investment Balance Pooled Equity Funds 6,833 90,707
Janus Fund Pooled Equity Funds 3,270 112,515
Janus Overseas Fund #54 Pooled Equity Funds 737 12,643
Janus Twenty Fd Inc # 43 Pooled Equity Funds 80 5,342
Profunds Ultra OTC Fund - Investors Pooled Equity Funds 13 1,362
Rydex OTC Fund Pooled Equity Funds 779 11,712
Westcore Midco Growth Fund Instl Pooled Equity Funds 4,182 46,417
* Frank Russell Trust Equity I Fund Pooled Equity Funds 7,722 250,000
* Frank Russell Trust Fixed Income I Fund Pooled Equity Funds 6,273 100,000
* Frank Russel Trust Small Cap Fund Pooled Equity Funds 3,495 50,000
* Frank Russell Trust Investment Contract Fund Pooled Equity Funds 4,959 100,000
* Frank Russell Trust Global Balance Fund Pooled Equity Funds 6,275 150,000
* Frank Russell Trust all International Markets Pooled Equity Funds 2,635 50,000
Intermediate Bond Fund Pooled Fixed Income Funds 5,522 56,212
GNMA Pool Treasury and Federal Agencies / Government
Obligations 9%, maturing January 15, 2000 3,985 3,905
GNMA Pool #152552 Treasury and Federal Agencies / Government
Obligations 10%, maturing April 15, 1999 2,156 2,155
CNMA Pool #246216 Treasury and Federal Agencies / Government
Obligations 10%, maturing February 15, 3018 3,766 3,795
GNMA Pool #299939 Treasury and Federal Agencies / Government
Obligations 10%, maturing September 15, 2000 750,000 524,115
US Government Strip - Int. Treasury and Federal Agencies / Government
Obligations 10%, maturing February 15, 2001 200,000 161,808
US Treasury Strip - Int Generic Tint PYMT Treasury and Federal Agencies / Government
Obligations 10%, maturing August 15, 2005 300,000 203,514
(a) (b) (c) (e)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE CURRENT VALUE
---------------- --------------------------------------------- ---------------------------------------------- -------------
Vitesse Semiconductor Corporation Common Stock 2,486
Voice Powered Technology Intl, Inc. Common Stock 6
Wal-mart Stores Common Stock 59,852
* Willbros Group, Inc. Common Stock 1,776,000
WorldCom Inc Worldcom Group Common Stock 1,270
WorldCom Inc GA New Com Common Stock 26,245
Scudder Global High Income Fund Common Stock 11,140
Credit Suisse International Equity Pooled Equity Funds 37,625
Morgan Stanley Investment Balance Pooled Equity Funds 75,235
Janus Fund Pooled Equity Funds 80,454
Janus Overseas Fund #54 Pooled Equity Funds 14,969
Janus Twenty Fd Inc # 43 Pooled Equity Funds 3,065
Profunds Ultra OTC Fund - Investors Pooled Equity Funds 448
Rydex OTC Fund Pooled Equity Funds 8,612
Westcore Midco Growth Fund Instl Pooled Equity Funds 24,003
* Frank Russell Trust Equity I Fund Pooled Equity Funds 256,687
* Frank Russell Trust Fixed Income I Fund Pooled Equity Funds 126,898
* Frank Russel Trust Small Cap Fund Pooled Equity Funds 68,982
* Frank Russell Trust Investment Contract Fund Pooled Equity Funds 124,711
* Frank Russell Trust Global Balance Fund Pooled Equity Funds 175,020
* Frank Russell Trust all International Markets Pooled Equity Funds 50,669
Intermediate Bond Fund Pooled Fixed Income Funds 57,980
GNMA Pool Treasury and Federal Agencies / Government
Obligations 9%, maturing January 15, 2000 4,491
GNMA Pool #152552 Treasury and Federal Agencies / Government
Obligations 10%, maturing April 15, 1999 2,428
CNMA Pool #246216 Treasury and Federal Agencies / Government
Obligations 10%, maturing February 15, 3018 4,247
GNMA Pool #299939 Treasury and Federal Agencies / Government
Obligations 10%, maturing September 15, 2000 547,736
US Government Strip - Int. Treasury and Federal Agencies / Government
Obligations 10%, maturing February 15, 2001 187,250
US Treasury Strip - Int Generic Tint PYMT Treasury and Federal Agencies / Government
Obligations 10%, maturing August 15, 2005 237,750
(a) (b) (c)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE SHARES
------------------ ------------------------------------------ ----------------------------------- -------
US Treasury Strip Int Treasury and Federal Agencies / Government
Obligations maturing February 15, 2003 550,000
AP Cash Management Cash and Cash Equivalents
Unsettled Trades Unsettled Trades
Total participant-directed
investments
Berger Small Cap Value Flexible Choice Investment Funds 78
Dodge & Cox Balanced Fund Flexible Choice Investment Funds 100
Dodge & Cox Stock Fund Flexible Choice Investment Funds 85
Europacific Growth Fund Flexible Choice Investment Funds 276
Fidelity Independence Fund Flexible Choice Investment Funds 1,113
Fidelity Growth Company Fund Flexible Choice Investment Funds 263
Fidelity New Millennium Fund Flexible Choice Investment Funds 663
Fidelity Blue Chip Growth Fund Flexible Choice Investment Funds 181
Fidelity Select Technology Flexible Choice Investment Funds 1,011
Fidelity Select Health Care Port Fund Flexible Choice Investment Funds 25
Fidelity Select Development Fund Flexible Choice Investment Funds 137
Fidelity Select Energy Service Port Fund Flexible Choice Investment Funds 122
Fidelity Select Electronics Port Flexible Choice Investment Funds 66
Franklin Sm-Mid Cap Growth Fund Flexible Choice Investment Funds 433
Oakmark Select Fund Flexible Choice Investment Funds 162
Janus Fund #42 Flexible Choice Investment Funds 671
Janus WorldWide Fund #41 Flexible Choice Investment Funds 245
Janus Investment Olympus Fund #56 Flexible Choice Investment Funds 358
Janus Enterprise Fund Flexible Choice Investment Funds 514
Janus Overseas Fund #54 Flexible Choice Investment Funds 492
Legg Mason Value Fund Flexible Choice Investment Funds 74
Longleaf Partners Growth Fund Flexible Choice Investment Funds 172
Affiliated Fund Inc Flexible Choice Investment Funds 2,349
Nothern Technology Fund #617 Flexible Choice Investment Funds 4,073
Pimco Mid Cap Growth #165 Flexible Choice Investment Funds 1,088
Pimco Innovation Fund Flexible Choice Investment Funds 480
Third Avenue Value Fund Flexible Choice Investment Funds 115
Tweedy Brown Global Value Fund Flexible Choice Investment Funds 107
Van Kampen Emerging Growth Fund Flexible Choice Investment Funds 638
Vanguard Healthcare Portfolio Fund Flexible Choice Investment Funds 230
(a) (b) (c) (d)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE COST
------------------ ------------------------------------------ ----------------------------------- ----
C>
US Treasury Strip Int Treasury and Federal Agencies / Government
Obligations maturing February 15, 2003 369,707
AP Cash Management Cash and Cash Equivalents 516,696
Unsettled Trades Unsettled Trades 6,110
----------
Total participant-directed
investments $5,072,070
==========
Berger Small Cap Value Flexible Choice Investment Funds $ 2,294
Dodge & Cox Balanced Fund Flexible Choice Investment Funds 6,600
Dodge & Cox Stock Fund Flexible Choice Investment Funds 8,708
Europacific Growth Fund Flexible Choice Investment Funds 8,572
Fidelity Independence Fund Flexible Choice Investment Funds 29,094
Fidelity Growth Company Fund Flexible Choice Investment Funds 21,417
Fidelity New Millennium Fund Flexible Choice Investment Funds 30,011
Fidelity Blue Chip Growth Fund Flexible Choice Investment Funds 10,035
Fidelity Select Technology Flexible Choice Investment Funds 75,622
Fidelity Select Health Care Port Fund Flexible Choice Investment Funds 4,099
Fidelity Select Development Fund Flexible Choice Investment Funds 4,600
Fidelity Select Energy Service Port Fund Flexible Choice Investment Funds 3,726
Fidelity Select Electronics Port Flexible Choice Investment Funds 4,600
Franklin Sm-Mid Cap Growth Fund Flexible Choice Investment Funds 16,828
Oakmark Select Fund Flexible Choice Investment Funds 4,247
Janus Fund #42 Flexible Choice Investment Funds 27,357
Janus WorldWide Fund #41 Flexible Choice Investment Funds 16,372
Janus Investment Olympus Fund #56 Flexible Choice Investment Funds 13,989
Janus Enterprise Fund Flexible Choice Investment Funds 28,800
Janus Overseas Fund #54 Flexible Choice Investment Funds 15,702
Legg Mason Value Fund Flexible Choice Investment Funds 4,258
Longleaf Partners Growth Fund Flexible Choice Investment Funds 4,327
Affiliated Fund Inc Flexible Choice Investment Funds 35,321
Nothern Technology Fund #617 Flexible Choice Investment Funds 69,898
Pimco Mid Cap Growth #165 Flexible Choice Investment Funds 25,368
Pimco Innovation Fund Flexible Choice Investment Funds 27,683
Third Avenue Value Fund Flexible Choice Investment Funds 4,329
Tweedy Brown Global Value Fund Flexible Choice Investment Funds 2,173
Van Kampen Emerging Growth Fund Flexible Choice Investment Funds 47,349
Vanguard Healthcare Portfolio Fund Flexible Choice Investment Funds 30,476
(a) (b) (c) (e)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE CURRENT
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE VALUE
------------------ ------------------------------------------ ----------------------------------- --------
US Treasury Strip Int Treasury and Federal Agencies / Government
Obligations maturing February 15, 2003 478,803
AP Cash Management Cash and Cash Equivalents 516,696
Unsettled Trades Unsettled Trades 6,110
----------
Total participant-directed
investments $6,694,441
==========
Berger Small Cap Value Flexible Choice Investment Funds $ 2,198
Dodge & Cox Balanced Fund Flexible Choice Investment Funds 6,524
Dodge & Cox Stock Fund Flexible Choice Investment Funds 8,557
Europacific Growth Fund Flexible Choice Investment Funds 7,409
Fidelity Independence Fund Flexible Choice Investment Funds 17,545
Fidelity Growth Company Fund Flexible Choice Investment Funds 14,022
Fidelity New Millennium Fund Flexible Choice Investment Funds 18,324
Fidelity Blue Chip Growth Fund Flexible Choice Investment Funds 7,753
Fidelity Select Technology Flexible Choice Investment Funds 61,274
Fidelity Select Health Care Port Fund Flexible Choice Investment Funds 3,232
Fidelity Select Development Fund Flexible Choice Investment Funds 2,598
Fidelity Select Energy Service Port Fund Flexible Choice Investment Funds 3,614
Fidelity Select Electronics Port Flexible Choice Investment Funds 3,242
Franklin Sm-Mid Cap Growth Fund Flexible Choice Investment Funds 13,493
Oakmark Select Fund Flexible Choice Investment Funds 4,415
Janus Fund #42 Flexible Choice Investment Funds 16,508
Janus WorldWide Fund #41 Flexible Choice Investment Funds 10,753
Janus Investment Olympus Fund #56 Flexible Choice Investment Funds 9,981
Janus Enterprise Fund Flexible Choice Investment Funds 16,437
Janus Overseas Fund #54 Flexible Choice Investment Funds 9,988
Legg Mason Value Fund Flexible Choice Investment Funds 3,696
Longleaf Partners Growth Fund Flexible Choice Investment Funds 4,218
Affiliated Fund Inc Flexible Choice Investment Funds 32,160
Nothern Technology Fund #617 Flexible Choice Investment Funds 50,794
Pimco Mid Cap Growth #165 Flexible Choice Investment Funds 21,200
Pimco Innovation Fund Flexible Choice Investment Funds 10,178
Third Avenue Value Fund Flexible Choice Investment Funds 4,192
Tweedy Brown Global Value Fund Flexible Choice Investment Funds 1,974
Van Kampen Emerging Growth Fund Flexible Choice Investment Funds 23,715
Vanguard Healthcare Portfolio Fund Flexible Choice Investment Funds 26,816
13
(a) (b) (c)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE SHARES
------------------ ------------------------------------------ ----------------------------------- --------
Vanguard/Primecap Fund Flexible Choice Investment Funds 3,078
Dodge & Cox Income Fund #47 Flexible Choice Investment Funds 1,240
Morg Stan Inst Fix Inc Fund #123 Flexible Choice Investment Funds 1,197
Pimco Short Term Inst'l Class Flexible Choice Investment Funds 3,048
Total Flexible Choice Investment Funds
* Frank Russell Trust Company Equity mutual fund invested in common
Equity I Fund stocks
* Frank Russell Trust Company Fixed income mutual fund invested in
Fixed Income I Fund U.S. government bond, U.S. government
agency, corporate, and mortgage-related
bonds
* Frank Russell Trust Company Pooled fund invested in other various
Global Balanced Fund equity and interest-bearing pooled funds
* Frank Russell Trust Company Aggressive equity fund invested in
Small Cap Fund common stocks
* Frank Russell Trust Company Mutual fund invested in international
All International Markets Fund equity investments
* Frank Russell Trust Company Mutual fund invested in guaranteed
Investment Contract Fund investment contracts
* Frank Russell Trust Company Mutual fund invested in U.S. common
Balanced Income Fund stocks and bonds
* Frank Russell Trust Company Mutual fund invested in U.S. common
Domestic Conservative Balanced Fund stocks and bonds
* Frank Russell Trust Company Aggressive equity fund invested in U.S.
Aggressive Balanced Fund and non-U.S. common stocks
* Frank Russell Trust Company Mutual fund invested in U.S. and non-U.S.
Global Equity Fund common stocks
Willbros Group Inc. Unitized fund in Willbros. Group, Inc.
common stock
* Participant Loan Fund Loans extended to participants maturing in
less than 5 years with interest rates
ranging from 6% to 9%
Total nonparticipant-directed funds
Total investments
(a) (b) (c) (d)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE COST
----------------- ------------------------------------------ ----------------------------------- ----
Vanguard/Primecap Fund Flexible Choice Investment Funds 169,262
Dodge & Cox Income Fund #47 Flexible Choice Investment Funds 15,274
Morg Stan Inst Fix Inc Fund #123 Flexible Choice Investment Funds 14,019
Pimco Short Term Inst'l Class Flexible Choice Investment Funds 30,599
-----------
Total Flexible Choice Investment Funds $ 813,007
-----------
* Frank Russell Trust Company Equity mutual fund invested in common $ 2,804,428
Equity I Fund stocks
* Frank Russell Trust Company Fixed income mutual fund invested in 1,551,310
Fixed Income I Fund U.S. government bond, U.S. government
agency, corporate, and mortgage-related
bonds
* Frank Russell Trust Company Pooled fund invested in other various 2,474,698
Global Balanced Fund equity and interest-bearing pooled funds
* Frank Russell Trust Company Aggressive equity fund invested in 1,389,003
Small Cap Fund common stocks
* Frank Russell Trust Company Mutual fund invested in international
All International Markets Fund equity investments 690,464
* Frank Russell Trust Company Mutual fund invested in guaranteed
Investment Contract Fund investment contracts 2,114,445
* Frank Russell Trust Company Mutual fund invested in U.S. common
Balanced Income Fund stocks and bonds 451,762
* Frank Russell Trust Company Mutual fund invested in U.S. common
Domestic Conservative Balanced Fund stocks and bonds 113,741
* Frank Russell Trust Company Aggressive equity fund invested in U.S.
Aggressive Balanced Fund and non-U.S. common stocks 546,279
* Frank Russell Trust Company Mutual fund invested in U.S. and non-U.S.
Global Equity Fund common stocks 289,787
Willbros Group Inc. Unitized fund in Willbros. Group, Inc.
common stock 1,559,284
* Participant Loan Fund Loans extended to participants maturing in
less than 5 years with interest rates
ranging from 6% to 9% 478,418
-----------
Total nonparticipant-directed funds 15,276,628
-----------
Total investments $20,348,698
===========
(a) (b) (c) (e)
DESCRIPTION OF INVESTMENT
PARTY-IN-INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE CURRENT
IDENTIFICATION LESSOR, OR SIMILAR PARTY OF INTEREST, PAR, OR MATURITY VALUE VALUE
------------------ ------------------------------------------ ----------------------------------- --------
Vanguard/Primecap Fund Flexible Choice Investment Funds 158,593
Dodge & Cox Income Fund #47 Flexible Choice Investment Funds 15,129
Morg Stan Inst Fix Inc Fund #123 Flexible Choice Investment Funds 13,926
Pimco Short Term Inst'l Class Flexible Choice Investment Funds 30,566
-----------
Total Flexible Choice Investment Funds $ 635,026
-----------
* Frank Russell Trust Company Equity mutual fund invested in common $ 2,729,545
Equity I Fund stocks
* Frank Russell Trust Company Fixed income mutual fund invested in 1,632,329
Fixed Income I Fund U.S. government bond, U.S. government
agency, corporate, and mortgage-related
bonds
* Frank Russell Trust Company Pooled fund invested in other various 2,751,195
Global Balanced Fund equity and interest-bearing pooled funds
* Frank Russell Trust Company Aggressive equity fund invested in $ 1,653,133
Small Cap Fund common stocks
* Frank Russell Trust Company Mutual fund invested in international
All International Markets Fund equity investments 624,430
* Frank Russell Trust Company Mutual fund invested in guaranteed
Investment Contract Fund investment contracts 2,290,682
* Frank Russell Trust Company Mutual fund invested in U.S. common
Balanced Income Fund stocks and bonds 455,775
* Frank Russell Trust Company Mutual fund invested in U.S. common
Domestic Conservative Balanced Fund stocks and bonds 117,890
* Frank Russell Trust Company Aggressive equity fund invested in U.S.
Aggressive Balanced Fund and non-U.S. common stocks 551,515
* Frank Russell Trust Company Mutual fund invested in U.S. and non-U.S.
Global Equity Fund common stocks 277,746
Willbros Group Inc. Unitized fund in Willbros. Group, Inc.
common stock 2,658,976
* Participant Loan Fund Loans extended to participants maturing in
less than 5 years with interest rates
ranging from 6% to 9% 478,418
------------
Total nonparticipant-directed funds 16,856,657
------------
Total investments $ 23,551,098
============
See accompanying independent auditors' report.
14
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------ --------------------------------------------------------------
23 Independent Auditors' Consent