<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number: 1-8972
INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) PLAN
__________________________
INDYMAC MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
155 North Lake Avenue, Pasadena, California 91101-7211
(Address of principal executive office)
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed as a part of this report on Form 11-K are the audited financial statements
and schedules prepared in accordance with the financial reporting requirements
of ERISA as of and for the year ended December 31, 1999.
(b) Exhibit
23. Consent of Independent Certified Public Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
---------------------------------------------------
(Name of Plan)
Date: June 28, 2000 By: /s/ Carmella Grahn
------------------
Name: Carmella Grahn
Title: Executive Vice President,
Chief Financial Officer
<PAGE>
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Financial Statements and Supplemental Schedules
December 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Certified Public Accountants.......... 1
Statements of Net Assets Available for Benefits............. 2
Statement of Changes in Net Assets Available for Benefits... 3
Notes to Financial Statements............................... 5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes............. 9
Schedule of Reportable Transactions......................... 10
Exhibits
Consent of Independent Certified Public Accountants......... 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors
IndyMac Mortgage Holdings, Inc.
We have audited the accompanying statements of net assets available for benefits
of IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan as of December 31, 1999
and 1998, and the related statement of changes in net assets available for
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 benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1999, and reportable
transactions for the year then ended, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
GRANT THORNTON LLP
Los Angeles, California
June 1, 2000
1
<PAGE>
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Assets
Investments, at fair value:
Participant directed investments $6,926,068 $4,780,550
Countrywide Credit Industries, Inc. Common Stock * 701,204 1,479,486
IndyMac Mortgage Holdings, Inc. Common Stock * 1,849,437 730,504
Participant notes receivable 199,410 139,883
Other - 10,529
---------- ----------
Total investments 9,676,119 7,140,952
Receivables:
Employer's contributions 18,711 18,884
Participants' contributions 58,300 48,767
---------- ----------
Total receivables 77,011 67,651
---------- ----------
Net Assets Available for Benefits $9,753,130 $7,208,603
========== ==========
* Parties-in-interest
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
<TABLE>
<CAPTION>
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
With Fund Information
Year Ended December 31, 1999
Non - Participant Directed
----------------------------------
Countrywide
Participant Credit Industries IndyMac Mortgage
Directed Inc. Holdings, Inc.
Investments Common Stock Common Stock
-------------- ------------- ------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of investments $ 847,982 $ (713,196) $ 240,347
Capital Gains 81,324 - -
Dividends 137,042 8,092 241,173
-------------- -------------- --------------
1,066,348 (705,104) 481,520
Contributions:
Employer's - - 686,165
Participants' 1,751,532 - 94,072
Rollovers 60,626 - 10,793
-------------- -------------- --------------
1,812,158 - 791,030
-------------- -------------- --------------
Total Additions 2,878,506 (705,104) 1,272,550
Deductions from net assets attributed to:
Distributions paid to participants 1,016,695 425 1,710
Administrative expenses 19,133 - -
-------------- -------------- --------------
Total Deductions 1,035,828 425 1,710
-------------- -------------- --------------
Net increase (decrease) prior to interfund transfers 1,842,678 (705,529) 1,270,840
Interfund transfers (net) 302,840 (72,753) (151,907)
-------------- -------------- --------------
Net increase (decrease) 2,145,518 (778,282) 1,118,933
Net Assets Available for Benefits:
December 31, 1998 4,780,550 1,479,486 730,504
-------------- -------------- --------------
December 31, 1999 $ 6,926,068 $ 701,204 $ 1,849,437
============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Participant
Notes
Receivable Other Receivables Total
----------- ------ ----------- -------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of investments $ - $ - $ - $ 375,133
Capital Gains - - - 81,324
Dividends - - - 386,307
-------- --------- --------- ------------
- - - 842,764
Contributions:
Employer's - - 18,711 704,876
Participants' 59,527 - 58,300 1,963,431
Rollovers - - - 71,419
-------- --------- --------- ------------
59,527 - 77,011 2,739,726
-------- --------- --------- ------------
Total Additions 59,527 - 77,011 3,582,490
Deductions from net assets attributed to:
Distributions paid to participants - - - 1,018,830
Administrative expenses - - - 19,133
-------- --------- --------- ------------
Total Deductions - - - 1,037,963
-------- --------- --------- ------------
Net increase (decrease) prior to interfund transfers 59,527 - 77,011 2,544,527
Interfund transfers (net) - (10,529) (67,651) -
-------- --------- --------- ------------
Net increase (decrease) 59,527 (10,529) 9,360 2,544,527
Net Assets Available for Benefits:
December 31, 1998 139,883 10,529 67,651 7,208,603
-------- --------- --------- ------------
December 31, 1999 $199,410 $ - $ 77,011 $ 9,753,130
======== ========= ========= ============
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
With Fund Information
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Non - Participant Directed
-------------------------------------------
Countrywide
Participant Credit Industries IndyMac Mortgage
Directed Inc. Holdings, Inc.
Investments Common Stock Common Stock
------------ ----------------- ----------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of investments $ 260,930 $ 290,116 $(779,514)
Capital Gains 289,663 - -
Dividends - 6,650 71,231
---------- ---------- ---------
550,593 296,766 (708,283)
Contributions:
Employer's - - 777,091
Participants' 1,680,122 - 25,916
Rollovers 297,281 - 12,419
---------- ---------- ---------
1,977,403 - 815,426
---------- ---------- ---------
Total Additions 2,527,996 296,766 107,143
Deductions from net assets attributed to:
Distributions paid to participants 370,644 61,911 10,397
Administrative expenses 1,413 - -
---------- ---------- ---------
Total Deductions 372,057 61,911 10,397
---------- ---------- ---------
Net increase (decrease) prior to interfund transfers 2,155,939 234,855 96,746
Interfund transfers (net) 248,522 (847,875) 515,048
---------- ---------- ---------
Net increase (decrease) 2,404,461 (613,020) 611,794
Net Assets Available for Benefits:
December 31, 1997 2,376,089 2,092,506 118,710
---------- ---------- --------
December 31, 1998 $4,780,550 $1,479,486 $730,504
========== ========== ========
<CAPTION>
Participant
Notes
Receivable Other Receivables Total
------------ --------- ----------- ---------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of investments $ - $ - $ - $ (228,468)
Capital Gains - - - 289,663
Dividends - - - 77,881
-------- --------- --------- ----------
- - - 139,076
Contributions:
Employer's - (134,545) 18,884 661,430
Participants' 62,584 (120,323) 48,767 1,697,066
Rollovers - - - 309,700
-------- --------- --------- ----------
62,584 (254,868) 67,651 2,668,196
-------- --------- --------- ----------
Total Additions 62,584 (254,868) 67,651 2,807,272
Deductions from net assets attributed to:
Distributions paid to participants - 73,364 - 516,316
Administrative expenses - 412 - 1,825
-------- --------- --------- ----------
Total Deductions - 73,776 - 518,141
-------- --------- --------- ----------
Net increase (decrease) prior to interfund transfers 62,584 (328,644) 67,651 2,289,131
Interfund transfers (net) - 339,173 (254,868) -
-------- --------- --------- ----------
Net increase (decrease) 62,584 10,529 (187,217) 2,289,131
Net Assets Available for Benefits:
December 31, 1997 77,299 - 254,868 4,919,472
-------- --------- --------- ----------
December 31, 1998 $139,883 $ 10,529 $ 67,651 $7,208,603
======== ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - DESCRIPTION OF PLAN
----------------------------
Effective July 1, 1997, IndyMac Mortgage Holdings, Inc. and IndyMac, Inc. (the
"Companies") established and adopted the IndyMac/IndyMac Mortgage Holdings, Inc.
401(k) Plan (the "Plan") for the benefit of their eligible employees. The Plan
was established to provide continuation of the benefits provided pursuant to
the Countrywide Credit Industries, Inc. 401(k) Plan for participants who
transferred employment from Countrywide Credit Industries, Inc. to IndyMac
Mortgage Holdings, Inc. or IndyMac, Inc. and to provide retirement savings
benefits to new employees of the Companies. The trustee of the Plan was Scudder
Trust Company from inception of the Plan through October 31, 1999. Effective
November 1, 1999, Principal Life Insurance Company became the trustee of the
Plan.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all employees of
the Companies and provides for retirement, disability, death and termination
benefits. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 16% of annual compensation to a
maximum of $10,000 of pre-tax annual compensation, as defined in the Plan.
Participants may also contribute amounts representing distributions from other
qualified plans ("rollover contributions"). The Companies may determine, at
their discretion, employer matching contributions to be made. During the years
ended December 31, 1999 and 1998, the Companies contributed 75% of the first 3%
of the participant's annual compensation that a participant contributes to the
Plan and 25% of the second 3% of the participant's annual compensation that a
participant contributed to the Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Companies' contributions and Plan earnings. Allocations are
based upon the number of units of the Plan in each participant's account.
Forfeited balances of terminated participants' nonvested accounts are applied as
employer contributions made in advance, and reduce the Companies' future
contributions. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Companies' contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
vests at the rate of 20% per year until becoming fully vested after 5 years of
service.
5
<PAGE>
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions in
any of several investment options. Employer contributions are invested in the
common stock of IndyMac Mortgage Holdings, Inc. until the participant is fully
vested, at which time the participant may elect to transfer their balance in the
common stock of IndyMac Mortgage Holdings, Inc. to any of the investment options
offered. Investment options are described below.
Principal Investment Options (November 1, 1999 - December 31, 1999):
--------------------------------------------------------------------
MONEY MARKET - Monies are invested in high-quality, short-term securities.
GOVERNMENT SECURITIES - Monies are invested in fixed-income securities of the
U.S. government and related entities.
LARGE CAP STOCK INDEX - Monies are invested in 500 of the nation's largest
companies - the same ones found in the Standard & Poor's 500 Stock Index (S&P
500).
LARGE COMPANY GROWTH - Monies are invested in stocks of large seasoned companies
with competitive advantages and histories of above-average performance.
LARGE COMPANY VALUE - Monies are invested in stocks of larger companies that is
deemed to be undervalued.
MEDIUM COMPANY GROWTH - Monies are invested in stocks of medium-sized companies
that are focused on growing their businesses.
SMALL COMPANY GROWTH - Monies are invested in stocks of small companies that are
in the development stage.
INDYMAC MORTGAGE HOLDINGS, INC. COMMON STOCK - Monies are invested in the common
stock of IndyMac Mortgage Holdings, Inc.
Scudder Investment Options (January 1, 1998 - October 31, 1999):
----------------------------------------------------------------
SCUDDER GROWTH AND INCOME FUND - Monies are invested primarily in income-
producing common and preferred stocks of growing established companies.
SCUDDER INTERNATIONAL FUND - Monies are invested in a diversified portfolio of
foreign stocks of growing established companies.
SCUDDER INCOME FUND - Monies are invested in high-grade corporate bonds and
government securities.
SCUDDER CASH INVESTMENT TRUST - Monies are invested in a diversified portfolio
of Treasury Bills, CD's, commercial paper, and other domestic money market
securities maturing in less than one year.
IDS NEW DIMENSIONS FUND - Monies are invested in the common stock of U.S. and
foreign companies that show strong growth potential.
IDS MUTUAL FUND - Monies are invested in medium to large U.S. and foreign
companies' common stock and bonds.
COUNTRYWIDE INSTITUTIONAL GOVERNMENT INCOME FUND - Monies are invested in short-
term obligations issued or guaranteed by the U.S. Government.
COUNTRYWIDE UTILITY FUND - Monies are invested in public utilities.
COUNTRYWIDE EQUITY FUND - Monies are invested in the common stock of growing
companies with long term capital appreciation potential.
COUNTRYWIDE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND - Monies are
invested in adjustable-rate mortgage-backed securities guaranteed by the U.S.
Government.
6
<PAGE>
COUNTRYWIDE INTERMEDIATE TERM GOVERNMENT INCOME FUND - Monies are invested in
U.S. Treasury Bonds of 20 years or less.
SCUDDER STOCK INDEX COMMON COLLECTIVE TRUST - Monies are invested in common
stocks that seek to match the total return of the Standard & Poors' 500 Stock
Index.
COUNTRYWIDE CREDIT INDUSTRIES, INC. COMMON STOCK - Monies are invested in the
common stock of Countrywide Credit Industries, Inc.
INDYMAC MORTGAGE HOLDINGS, INC. COMMON STOCK - Monies are invested in the common
stock of IndyMac Mortgage Holdings, Inc.
PARTICIPANT NOTES RECEIVABLE
Participants may elect to borrow from their accounts a minimum of $1,000 up to a
maximum of the lesser of $50,000, or 50% of their vested account balance. Loan
transactions are treated as a transfer from (to) the investment fund to (from)
the loan fund. Loan terms range from 1 to 5 years or up to 10 years for the
purchase of a primary residence. The loans are collateralized by the balance in
the participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Benefits Committee. Principal and
interest are paid ratably through monthly payroll deductions.
PAYMENT OF BENEFITS
On separation from service, a participant may elect to receive an amount equal
to the vested value of his or her account through a lump-sum distribution or
equal, or nearly equal, payments made at least annually for a period not to
exceed 15 years. If the participant has invested in the pooled funds, he or she
may elect to receive distributions of whole shares of the pooled funds with
fractional shares paid in cash.
FORFEITED ACCOUNTS
At December 31, 1999 and 1998, forfeited nonvested accounts totaled $103,905 and
$18,132, respectively. These accounts will be used to reduce future employer
contributions.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
7
<PAGE>
VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Common stocks are valued based
upon the stock price at the last reported sales price on the last business day
of the plan year. The shares of registered investment companies are valued at
quoted market prices which represent the net asset values of underlying shares
held by the Plan as of year-end. Money market funds and participant notes
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual method. Dividends are recorded on the ex-
dividend date.
NOTE 3 - INVESTMENTS
--------------------
The Plan's investments are held in a trust fund administered by Principal Life
Insurance Company. The fair values of the following individual investments at
December 31, 1999 and December 31, 1998 represented 5% or more of the Plan's net
assets:
<TABLE>
<CAPTION>
December 31,
1999 1998
-------------------- ------------------
<S> <C> <C>
Money Market $ 628,169 $ 403,022
Government Securities 560,448 331,182
Large Capital Stock Index 1,770,314 1,029,408
Large Company Growth 1,022,721 793,419
Vanguard Asset Allocation 455,769 390,014
Vanguard Growth & Income 1,405,919 1,077,759
Putnam International Growth A 685,524 424,775
Countrywide Credit Industries, Inc. Common Stock* 701,204 1,479,486
IndyMac Mortgage Holdings, Inc. Common Stock* 1,849,438 730,504
</TABLE>
* Non-participant directed
During the year ended December 31, 1999, the Plan's investments (including
realized and unrealized gains and losses) appreciated in value by $375,133 as
follows:
Mutual Funds $ 872,321
Common Stock (472,849)
U.S. Government Securities (24,339)
---------
$ 375,133
=========
NOTE 4 - PLAN TERMINATION
-------------------------
Although it has not expressed any intent to do so, the Companies have the right
to terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become fully vested in their accounts.
NOTE 5 - TAX STATUS
-------------------
The Internal Revenue Service has determined and informed the Company by letter
dated June 23, 1998 that the Plan qualifies under Section 401(b) of the Internal
Revenue Code (IRC) and, therefore, the Plan is not subject to tax under present
income tax law. The Benefits Committee is not aware of any course of action or
events that have occurred that might adversely affect the Plan's qualified
status.
NOTE 6 - ADMINISTRATIVE EXPENSES
--------------------------------
Fees for the investment management services for the Plan are paid by the
Companies. These fees amounted to $7,210 and $13,828 for the years ended
December 31, 1999 and 1998, respectively.
8
<PAGE>
Supplemental Schedules
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Current Value
---------------------------------------------------- --------------------------- --------------- -------------
<S> <C> <C> <C>
Assets
Principal Life Insurance Company Money Market 622,890 $ 628,169
Principal Life Insurance Company Government Securities 561,906 560,448
Principal Life Insurance Company Large Cap Stock Index 1,633,572 1,770,315
Principal Life Insurance Comapny Large Company Growth 885,799 1,022,721
Principal Life Insurance Company Large Company Value 180,030 168,284
Principal Life Insurance Company Medium Company Growth 6,503 6,753
Principal Life Insurance Company Small Company Growth 5,417 5,821
Vanguard Group Vanguard Asset Allocation 472,092 455,769
Vanguard Group Vanguard Growth & Income 1,316,081 1,405,919
Invesco Family of Funds INVESCO Dynamics 46,447 47,189
T. Rowe Price Funds T. Rowe Price Science & Technology 165,452 169,156
Putnam Funds Putnam International Growth A 565,072 685,524
Countrywide Credit Industries, Inc. Common Stock 940,726 701,204
IndyMac Mortgage Holdings, Inc. Common Stock 1,897,909 1,849,437
Participant notes receivable - 199,410
----------- -----------
Total $ 9,299,896 $ 9,676,119
=========== ===========
</TABLE>
<PAGE>
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Schedule of Reportable Transactions
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Identity of Purchase Selling
Party Involved Description of Assets Units Price Price
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category (iii) - series of transactions in excess of 5 percent of plan assets:
Principal Money Market 17,087 $ 657,135 $ -
Principal Money Market 890 - 34,499
Principal Government Securities 39,810 569,376 -
Principal Government Securities 522 - 7,458
Principal Large Capital Stock Index 36,288 1,727,817 -
Principal Large Capital Stock Index 1,980 - 101,697
Principal Large Company Growth 37,728 974,481 -
Principal Large Company Growth 3,441 - 99,597
Principal Vanguard Asset Allocation 19,311 476,078 -
Principal Vanguard Asset Allocation 161 - 3,847
Principal Vanguard Growth & Income 38,947 1,351,837 -
Principal Vanguard Growth & Income 1,031 - 37,567
Principal Putnam International Growth A 23,753 580,895 -
Principal Putnam International Growth A 656 - 18,304
Principal Countrywide Credit Industries, Inc. Common Stock 27,771 940,726 -
Principal IndyMac Mortgage Holdings, Inc. Common Stock 142,064 1,923,023 -
Principal IndyMac Mortgage Holdings, Inc. Common Stock 1,848 - 19,694
</TABLE>
<TABLE>
<CAPTION>
Identity of Cost Current Net
Party Involved Description of Assets of Asset Value Gain or (Loss)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category (iii) - series of transactions in excess of 5 percent of plan assets:
Principal Money Market $ 657,135 $ 628,169 $ -
Principal Money Market 34,245 34,499 254
Principal Government Securities 569,376 560,448 -
Principal Government Securities 7,470 7,458 (12)
Principal Large Capital Stock Index 1,727,817 1,770,315 -
Principal Large Capital Stock Index 94,246 101,697 7,451
Principal Large Company Growth 974,481 1,022,721 -
Principal Large Company Growth 88,682 99,597 10,915
Principal Vanguard Asset Allocation 476,078 455,769 -
Principal Vanguard Asset Allocation 3,987 3,847 (140)
Principal Vanguard Growth & Income 1,351,837 1,405,919 -
Principal Vanguard Growth & Income 35,756 37,567 1,811
Principal Putnam International Growth A 580,895 685,524 -
Principal Putnam International Growth A 15,823 18,304 2,481
Principal Countrywide Credit Industries, Inc. Common Stock 940,726 701,204 -
Principal IndyMac Mortgage Holdings, Inc. Common Stock 1,923,023 1,849,437 -
Principal IndyMac Mortgage Holdings, Inc. Common Stock 25,115 19,694 (5,421)
</TABLE>
