SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. |
For the plan year ended December 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. |
For the transition period from to
Commission file number 1-4694
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Donnelley Deferred Compensation And Voluntary Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
RR Donnelley
77 West Wacker Drive
Chicago, Illinois 60601-1629
REQUIRED INFORMATION
Attached hereto are the Donnelley Deferred Compensation and Voluntary Savings Plan audited financial statements for the fiscal years ended December 31, 2003 and 2002, and supplemental schedule of assets held (at end of year) for the fiscal year ended December 31, 2003. 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 have been omitted because the conditions under which they are required are not present.
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
December 31, 2003 and 2002
Index
| Page | ||
| 2 | ||
| Financial Statements: |
||
| Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002 |
3 | |
| 4 | ||
| 5-12 | ||
| Supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) |
13-15 | |
| 16 | ||
| 17 | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of the Donnelley Deferred Compensation and Voluntary Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Donnelley Deferred Compensation and Voluntary Savings Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statements 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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, 2003 and December 31, 2002, and the changes in its net assets available for 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 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 basic financial statements but is a 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, as amended. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Washington, Pittman & McKeever, LLC
Chicago, Illinois
June 10, 2004
2
DONNELLY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
(EMPLOYER IDENTIFICATION NUMBER 36-1004130, PLAN NUMBER 003)
| 2003 |
2002 | |||||
| ASSETS |
||||||
| Investments, at current value: |
||||||
| R.R. Donnelley & Sons Company common stock |
$ | 65,656,388 | $ | 43,779,318 | ||
| U.S. Government securities |
8,980,773 | 800,834 | ||||
| Short-term and collective investment funds |
200,697,313 | 163,139,226 | ||||
| Registered investment companies |
145,949,626 | 110,336,323 | ||||
| Other common stock |
61,810,223 | 25,137,433 | ||||
| Participant Loans |
15,201,403 | 13,974,478 | ||||
| 498,295,726 | 357,167,612 | |||||
| Guaranteed investment contracts, at contract value |
253,222,178 | 262,673,131 | ||||
| Total Investments |
751,517,904 | 619,840,743 | ||||
| Receivables: |
||||||
| Accrued dividends and interest |
75,341 | 96,861 | ||||
| Due to broker for securities sold |
1,820,682 | 603,494 | ||||
| Employer contributions |
292,643 | 398,745 | ||||
| Other receivable |
121,306 | 38,275 | ||||
| Total Receivables |
2,309,972 | 1,137,375 | ||||
| TOTAL ASSETS |
753,827,876 | 620,978,118 | ||||
| LIABILITIES |
||||||
| Due to broker for securities purchased |
837,382 | 259,449 | ||||
| Accrued administrative expenses and Other liabilities |
477,799 | 221,916 | ||||
| TOTAL LIABILITIES |
1,315,181 | 481,365 | ||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 752,512,695 | $ | 620,496,753 | ||
The accompanying notes are an integral part of these financial statements.
3
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003 AND 2002
(EMPLOYER IDENTIFICATION NUMBER 36-10044130, PLAN NUMBER 003)
| 2003 |
2002 |
||||||
| ADDITIONS: |
|||||||
| Investment Income — |
|||||||
| Interest and dividend income |
$ | 19,848,401 | $ | 19,994,950 | |||
| Interest income on participant loans |
774,639 | 969,975 | |||||
| Total interest and dividends |
20,623,040 | 20,964,925 | |||||
| Net realized gain/(loss) on investments |
17,974,265 | (24,806,349 | ) | ||||
| Net unrealized gain/(loss) on investments |
81,784,588 | (59,398,430 | ) | ||||
| Net appreciation/(depreciation) in fair value of investments |
99,758,853 | (84,204,779 | ) | ||||
| Contributions— |
|||||||
| Employer contributions |
10,996,659 | 11,219,949 | |||||
| Participant contributions |
62,399,609 | 65,277,584 | |||||
| Rollover contributions |
3,093,290 | 2,692,544 | |||||
| Total contributions |
76,489,558 | 79,190,077 | |||||
| Total additions |
196,871,451 | 15,950,223 | |||||
| DEDUCTIONS FROM NET ASSETS: |
|||||||
| Benefits paid to participants |
64,327,625 | 101,351,482 | |||||
| Administrative expenses |
527,884 | 541,342 | |||||
| Total deductions |
64,855,509 | 101,892,824 | |||||
| Net increase/(decrease) before transfer-in |
132,015,942 | (85,942,601 | ) | ||||
| TRANSFER OF ASSETS FROM IRIDIO PLAN |
— | 602,465 | |||||
| Net increase/(decrease) after transfer-in |
132,015,942 | (85,340,136 | ) | ||||
| NET ASSETS, BEGINNING OF YEAR |
620,496,753 | 705,836,889 | |||||
| NET ASSETS, END OF YEAR |
$ | 752,512,695 | $ | 620,496,753 | |||
The accompanying notes are an integral part of these financial statements.
4
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 1 – PLAN DESCRIPTION
The following brief description of the Donnelley Deferred Compensation and Voluntary Savings Plan (the “Plan”) of R.R. Donnelley & Sons Company (the “Company”) is provided for general information only. Refer to the summary plan description or the Plan document for more complete information. The Plan was established to allow employees to save for retirement on a tax-advantaged basis. It is intended to qualify as a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code (the “Code”) and it is subject to the provisions of the Employment Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
Subject to certain limitations, members of the Plan may contribute up to 30% of pay on a before-tax basis, and up to 20% of pay on an after-tax basis. Effective July 1, 1999 the Company generally matches participant contributions 50 cents for every before-tax dollar, up to 3% of pay. Participants may invest up to 20% of their account balance and up to 20% of their current contributions in the Donnelley Stock Fund, and may shift their contributions into and out of the Donnelley Stock Fund at any time. All (100%) of the employer match is invested in the Donnelley Stock Fund. Prior to August 1, 2002, participants were not allowed to transfer any of the employer match out of the Donnelley Stock Fund. Effective August 1, 2002, the employer match may be transferred to other funds of the Plan. Also, effective August 1, 2002, participants who are age 50 and older may make “catch-up” contributions to the Plan.
Contributions are funded by payroll deductions and must be made in whole percentages of employee earnings. Earnings of the Plan, as well as pretax contributions to the Plan, are not taxable to the participants until withdrawn.
Administration
The Plan’s administrative and record keeping services are provided by AMVESCAP Retirement, Inc. in accordance with the terms of the Plan. The Trustee of the Donnelley Deferred Compensation and Voluntary Savings Plan Trust is AMVESCAP National Trust Company. The custodian is State Street Bank and Trust Company (State Street). Investment management fees and recordkeeping fees are paid either by the Plan or the Company.
Membership
As of March 1, 1994, employees became eligible to participate in the Plan on the first day of employment with the Company.
Vesting
Participants are 100% vested with respect to all contributions and earnings of the Plan.
5
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 1 – PLAN DESCRIPTION (continued)
Participant Loans
The Plan was amended effective January 1, 1992 to establish a loan program. Members are permitted to borrow the lesser of 50% of their Deferred Compensation Savings and rollover account balance or $50,000, reduced by the highest outstanding loan balance in the last 12 months. The minimum loan amount is $1,000. The loans are secured by the balance in the participants’ accounts and bear interest at a rate equal to 1% over the prime rate, as published in the Wall Street Journal. The interest rate for the loans during 2003 ranged from a low of 5.00% to a high of 5.25%. Repayment is made through payroll deductions for a maximum period of four years. Effective September 1, 1997, an administrative fee of $25 is paid by the participant to AMVESCAP for each participant loan.
NOTE 2 -SUMMARY OF SIGNIFICANT 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 reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Stocks, notes and bonds are valued at their quoted market prices. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Participant loans 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 basis. Dividends are recorded on the ex-dividend date.
The realized and unrealized gains or losses on investments are determined based on revalued cost. Revalued cost is the fair value of investments at the beginning of the year or the average cost of investments if purchased in the current year.
Payment of Benefits
Benefits are recorded when paid.
6
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 3 – INVESTMENTS
Participants’ contributions to the Plan are currently invested in a third-party administered trust fund. During 2002 and 2003, the third-party administered trust fund consisted of the following funds:
Income Fund—Invests in a combination of high quality investment contracts, money market securities and short- to medium-term bonds.
Bond Fund—Invests in fixed income securities by investing 100% in units of the INVESCO Retirement Trust (IRT) Core Plus Fixed Income fund, which is a collective trust fund.
Balanced Fund—Invests in an asset allocation, which consists of stocks, and high-quality fixed income securities. Effective August 1, 2002, the third-party administered trust fund replaced the Invesco Balanced Fund with the Dodge and Cox Balanced Fund.
Large Company Index Fund—Invests in common stocks of companies in the same weighting as the Standard & Poor’s 500 Stock Index.
The Large Company Value Fund—Invests in securities of larger capitalization publicly traded companies that are significantly undervalued in a separately managed fund.
The Small & Midsize Company Index Fund—Invests in securities of smaller and mid-sized capitalization publicly-traded companies, tracking the Russell Small Cap Index.
The Large Company Growth Fund—Invests in securities of larger capitalization publicly-traded companies with strong earnings growth.
The Small Company Value Fund—Invests in securities of small capitalization publicly-traded companies by investing in undervalued stocks.
International Equity Fund—Invests in equity securities of companies headquartered outside of the United States.
Small Company Growth Fund—Invests in stocks of companies considered to have strong growth potential over the next several years.
The INVESCO Energy Fund—Invests primarily in energy companies. The Fund focuses on reasonably priced companies with above-average production volume growth, and earnings, cash flow and asset value growth potential independent of commodity pricing.
7
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 3 – INVESTMENTS (continued)
The INVESCO Financial Services Fund—The Fund concentrates on banks, insurance companies, investment and other financial service firms.
The INVESCO Health Sciences Fund—The Fund primarily invests in strongly managed, innovative healthcare companies, blending well-established firms with faster growing, more dynamic healthcare businesses.
The INVESCO Leisure Fund—The Fund primarily invests in the stocks of companies engaged in the design, production and distribution of products and/or services related to the leisure activities of individuals.
The INVESCO Technology Fund—The Fund invests broadly across the technology universe, focusing on such areas as hardware, software and semiconductors; telecommunications equipment and services; and service related companies in information technology.
The Donnelley Stock Fund—Invests primarily in the Company’s common stock and cash equivalents.
Lifestage Conservative Mix—Invests 70% in the Income Fund, 27% in the Large Company Index Fund, and 3% in the Small & Midsize Company Index Fund.
Lifestage Moderate Mix—Invests 20% in the Income Fund, 20% in the Bond Fund, 27% in the Large Company Index Fund, 9% in the Large Company Value Fund, 4% in the Small & Midsize Company Index Fund, 9% in the Large Company Growth Fund, 2% in the Small Company Value Fund, 2% in the Small Company Growth Fund, and 7% in the International Equity Fund.
Lifestage Aggressive Mix—Invests 10% in the Bond Fund, 25% in the Large Company Index Fund, 20% in the Large Company Value Fund, 4% in the Small & Midsize Company Index Fund, 20% in the Large Company Growth Fund, 3% in the Small Company Value Fund, 3% in the Small Company Growth Fund, and 15% in the International Equity Fund.
8
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 3 – INVESTMENTS (continued)
The current value of investments that represent 5% or more of the Plan’s net assets available for Plan benefits at December 31, 2003 and 2002, are as follows:
| 2003 | |||
| R.R. Donnelley & Sons Company Common Stock |
$ | 65,656,388 | |
| IRT 500 Index Fund |
122,407,628 | ||
| Dodge & Cox Balanced Fund |
66,441,810 | ||
| JP Morgan Chase Bank 4.50% 12/30/30 |
42,819,445 | ||
| JP Morgan Chase Bank 5.34% 12/30/30 |
40,267,621 | ||
| UBS AG 4.50% 12/30/30 |
48,854,726 | ||
| DFA US 6 10 Fund |
43,115,715 | ||
| 2002 | |||
| R.R. Donnelley & Sons Company Common Stock |
$ | 43,779,318 | |
| IRT Core Balanced Fund |
33,271,127 | ||
| IRT 500 Index Fund |
96,860,652 | ||
| Dodge & Cox Balanced Fund |
47,994,560 | ||
| Allstate Life Ins. Co. 5.75% 12/31/99 |
52,751,837 | ||
| Bank of America 5.58% 12/31/99 |
51,178,068 | ||
During 2003 and 2002, the Plan’s investments, including investments bought or sold, as well as held during the year, appreciated/(depreciated) in value by $99,758,853 and ($84,204,779), respectively, as follows:
| 2003 |
2002 |
|||||||
| R.R. Donnelley & Sons Company Common Stock |
$ | 18,449,367 | $ | (15,742,211 | ) | |||
| Other Common Stocks |
17,247,219 | (3,201,833 | ) | |||||
| Short-term and Collective Investment Funds |
37,810,172 | (32,158,761 | ) | |||||
| U.S. Government securities |
(6,950 | ) | 135,643 | |||||
| Registered Investment Companies |
26,259,045 | (33,237,617 | ) | |||||
| $ | 99,758,853 | $ | (84,204,779 | ) | ||||
9
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 4 – INVESTMENT CONTRACTS
The Plan has entered into several benefit-responsive investment contracts with various insurance companies and other financial institutions. The contract providers maintain the contributions in a general account. Some investment contracts are purchased in conjunction with the investment by the Plan in fixed-income securities. Investment contracts provide for the payment of a specified rate of interest. The account is credited with earnings at the specified rate and charged for participant withdrawals and administrative expenses. The contracts are included in the financial statements at contract value, as reported to the Plan by the contract providers. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The weighted average yield and crediting interest rates for all such contracts were approximately 4.87% and 5.16% for 2003 and 2002, respectively. The crediting interest rate generally cannot be less than the contract rate.
NOTE 5 – TAX STATUS OF THE PLAN
The Plan obtained its latest determination letter on November 22, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in accordance with applicable requirements of the Code. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS
The Plan has limited transactions that fall under the accounting rules of SFAS No. 133. The Plan does not use derivatives for trading purposes. The Plan owns shares in a commingled international equity fund, and the mangers of this fund may, from time to time, use currency futures and forward contracts to manage the fund’s currency position. The Plan also invests in commingled domestic equity funds. The managers of these funds have the authority to invest in futures contracts in the Standards & Poor’s 500 stock index to create exposure to equity securities as part of the fund’s cash management strategy. Daily margin settlement for future contracts results in maintaining a zero market value for the contracts. The plan also invests in a co-mingled bond fund, and the manager of the fund may, from time to time, use derivatives for asset allocation and hedging purposes.
NOTE 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 the Plan subject to the provisions of ERISA.
10
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 8 – RELATED PARTY TRANSACTIONS
Certain Plan investments are in units in a collective trust fund managed by AMVESCAP National Trust Company. The Plan also invests in guaranteed investment contracts managed by State Street. Additionally, the Plan invests in the Company’s common stock.
AMVESCAP National Trust Company administers the Plan, State Street is the custodian, and the Company is the sponsor. Therefore, these transactions qualify as party-in-interest transactions. However, they are exempt from the prohibited transactions rules of ERISA.
NOTE 9 – RECONCILIATION TO FORM 5500
The following table reconciles the financial statements to the Form 5500 as filed by the Company:
| 2003 |
2002 |
|||||||
| Net assets available for Plan benefits per the financial statements |
$ | 752,512,695 | $ | 620,496,753 | ||||
| Less: Participant withdrawals payable |
(208,726 | ) | (3,583,640 | ) | ||||
| NET ASSETS AVAILABLE FOR BENEFITS PER THE FORM 5500 |
$ | 752,303,969 | $ | 616,913,113 | ||||
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 at December 31, 2003 and 2002:
| 2003 |
2002 | ||||||
| Participant withdrawals per the financial statements |
$ | 64,327,625 | $ | 101,351,482 | |||
| Add: Amounts allocated to withdrawing participants at December 31, 2003 and 2002, respectively |
208,726 | 3,583,640 | |||||
| Less: Amounts allocated to withdrawing participants at December 31, 2002 and 2001, respectively |
(3,583,640 | ) | — | ||||
| PARTICIPANT WITHDRAWALS PER THE FORM 5500 |
$ | 60,952,711 | $ | 104,935,122 | |||
Amounts allocated to withdrawing participants are recorded on the Form 5500 for withdrawals that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
11
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE 10 - SUBEQUENT EVENTS
Effective February 27, 2004, a merger of Moore Wallace Incorporated and R.R. Donnelley & Sons Company was approved. The name of the surviving company is RR Donnelley. Under the terms of the agreement, all outstanding shares of Moore Wallace common stock were exchanged for shares of R.R. Donnelley & Sons common stock based on a fixed exchange ratio of 0.63 of RR Donnelley share for each Moore Wallace share.
12
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2003
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
| No. of Shares or Units |
Description |
Cost** |
Current Value | |||||||||
| Company Stock | ||||||||||||
| * | 2,177,658 | shares | R.R. Donnelley & Sons Company Stock | $ | — | $ | 65,656,388 | |||||
| Short-term and Collective Investment Funds | ||||||||||||
| Money Market Funds- | ||||||||||||
| 15,378,644 | units | SSGA Money Market Fund | — | 15,378,644 | ||||||||
| — | 15,378,644 | |||||||||||
| Common/Collective Funds- | ||||||||||||
| 826,056 | units | Capital Guardian Intl. Equity Fund | — | 24,153,889 | ||||||||
| 711,811 | units | Russell Small Cap Completeness Index Fund | — | 10,136,896 | ||||||||
| * | 2,057,531 | units | IRT Core Plus Fixed Income | — | 28,620,256 | |||||||
| * | 4,374,826 | units | INVESCO IRT 500 Index Fund | — | 122,407.628 | |||||||
| — | 185,318,669 | |||||||||||
| Total Short-term and Collective Investments |
— | 200,697,313 | ||||||||||
| Registered Investment Company | ||||||||||||
| 1,881,960 | units | DFA U.S. Small Cap Value Portfolio Fund | — | 43,115,715 | ||||||||
| 657,119 | units | Harbor Fund | — | 17,295,381 | ||||||||
| * | 178,961 | units | INVESCO Energy Fund | — | 3,645,433 | |||||||
| * | 82,771 | units | INVESCO Health Sciences Fund | — | 3,993,690 | |||||||
| * | 96,112 | units | INVESCO Leisure Fund | — | 3,987,692 | |||||||
| * | 170,565 | units | INVESCO Technology Fund | — | 4,197,607 | |||||||
| * | 110,850 | units | INVESCO Financial Services Fund | — | 3,272,298 | |||||||
| 909,663 | units | Dodge & Cox Balanced Fund | — | 66,441,810 | ||||||||
| Total Registered Investment Companies |
— | 145,949,626 | ||||||||||
| Guaranteed Investment Contracts | ||||||||||||
| 28,596,125 | units | CDC Financial Products, Inc. 6.87% 12/30/30 | — | 28,596,125 | ||||||||
| 17,703,840 | units | ING Life & Annuity Co. 3.61% 4/23/22 | — | 17,703,840 | ||||||||
| 5,009,101 | units | Jackson National Life 2.24% 2/1/05 | — | 5,009,101 | ||||||||
| 11,441,139 | units | John Hancock Mutual 7.14% 12/31/99 | — | 11,441,139 | ||||||||
| 42,819,445 | units | JP Morgan Chase Bank | — | 42,819,445 | ||||||||
| 40,267,621 | units | Monumental Life Inc. Co. GIC 3.625% 12/30/30 | — | 40,267,621 | ||||||||
| 5,459,140 | units | Monumental Life Inc. Co. GIC 4.64% 1/25/05 | — | 5,459,140 | ||||||||
| 4,533,358 | units | New York Life Ins. Co. 5.35% 8/09/04 | — | 4,533,358 | ||||||||
| 15,285,869 | units | Norwest Bank, 6.06% 12/31/09 | — | 15,285,869 | ||||||||
| * | 9,894,532 | units | State Street Bank & Trust 5.44% 5/01/06 | — | 9,894,532 | |||||||
| * | 23,357,282 | units | State Street Bank 4.52% 12/30/30 | — | 23,357,282 | |||||||
| 48,854,726 | units | UBS AG 4.50% 2/15/10 | — | 48,854,726 | ||||||||
| Total Guaranteed Investment Contracts |
— | 253,222,178 | ||||||||||
| U.S. Government securities | ||||||||||||
| 330,000 | units | Federal Home Loan Banks 3.875% 12/15/04 | — | 337,940 | ||||||||
| 6,450,000 | units | U.S. Treasury Bills 6/3/04 | — | 6,423,236 | ||||||||
| 2,200,000 | units | U.S. Treasury Notes 3.25% 5/31/04 | — | 2,219,597 | ||||||||
| Total U.S. Government securities |
— | 8,980,773 | ||||||||||
13
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2003
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
| Common Stock |
||||||||
| 11,800 |
shares | Actuant Corp. | — | 427,160 | ||||
| 14,300 |
shares | Advisory Board Co. | — | 499,213 | ||||
| 30,300 |
shares | Aeroflex Inc. | — | 354,207 | ||||
| 21,400 |
shares | Airtran Holdings Inc. | — | 254,660 | ||||
| 20,800 |
shares | Alliance Gaming Corp. | — | 512,720 | ||||
| 34,100 |
shares | Altria Group Inc. | — | 1,855,722 | ||||
| 38,000 |
shares | American Express Co. | — | 1,832,740 | ||||
| 10,500 |
shares | American Italian Pasta Co. | — | 439,950 | ||||
| 23,100 |
shares | American Med System Holdings | — | 503,580 | ||||
| 9,800 |
shares | Amerigroup Corp. | — | 417,970 | ||||
| 25,000 |
shares | Anchor Glass Container Corp. | — | 400,000 | ||||
| 1,900 |
shares | Anixter Intl Inc. | — | 49,172 | ||||
| 13,400 |
shares | Anteon International Corp. | — | 483,070 | ||||
| 9,400 |
shares | Apartment Invt. & Mgmt. Co. | — | 324,300 | ||||
| 12,100 |
shares | Autobytel Inc. | — | 109,868 | ||||
| 17,800 |
shares | Avocent Corp. | — | 650,056 | ||||
| 73,600 |
shares | Axcelis Technologies Inc. | — | 752,192 | ||||
| 42,200 |
shares | Borland Software Corp. | — | 410,606 | ||||
| 7,900 |
shares | Bright Horizons Family Solution | — | 331,800 | ||||
| 26,100 |
shares | Ceva Inc. | — | 271,440 | ||||
| 12,800 |
shares | Charles Riv Laboratories Intl | — | 439,424 | ||||
| 17,450 |
shares | Christopher & Banks Corp. | — | 340,799 | ||||
| 18,200 |
shares | Coherent Inc. | — | 433,160 | ||||
| 16,000 |
shares | Commonwealth Tel Enterprises | — | 604,000 | ||||
| 18,300 |
shares | Community First Bankshares Inc. | — | 529,602 | ||||
| 3,900 |
shares | Corvel Corp. | — | 146,640 | ||||
| 22,900 |
shares | CVS Corporation | — | 827,148 | ||||
| 33,500 |
shares | Dot Hill Systems Corp. | — | 507,525 | ||||
| 26,700 |
shares | DSP Group Inc. | — | 665,097 | ||||
| 139,500 |
shares | El Paso Corporation | — | 1,142,505 | ||||
| 83,300 |
shares | Electronic Data System Corporation | — | 2,044,182 | ||||
| 16,800 |
shares | Elk Corp. | — | 448,560 | ||||
| 5,400 |
shares | Equity Office PPTYS Tr. | — | 154,710 | ||||
| 6,200 |
shares | Equity Residential | — | 182,962 | ||||
| 13,600 |
shares | Factset Research System Inc. | — | 519,656 | ||||
| 51,300 |
shares | Federal Home Loan Mortgage Corporation | — | 2,991,816 | ||||
| 30,000 |
shares | Federal National Mortgage Assn. | — | 2,251,800 | ||||
| 25,400 |
shares | FindWhat Com | — | 476,250 | ||||
| 22,200 |
shares | First Marblehead Corp. | — | 485,736 | ||||
| 8,600 |
shares | Genesee & Wyo Inc. | — | 270,900 | ||||
| 55,200 |
shares | Harris Interactive Inc. | — | 458,160 | ||||
| 19,500 |
shares | HCA | — | 837,720 | ||||
| 8,800 |
shares | Hughes Supply Inc. | — | 436,656 | ||||
| 14,500 |
shares | Hyperion Solutions Corp. | — | 437,030 | ||||
| 16,500 |
shares | Inter Tel Inc. | — | 412,170 | ||||
| 44,300 |
shares | Interpublic Group Cos. Inc. | — | 691,080 | ||||
| 21,200 |
shares | Inveresk Resh Group Inc. | — | 524,276 | ||||
| 1,900 |
shares | IPC Holdings LTD Bermuda | — | 73,986 | ||||
| 15,600 |
shares | Jeffries Group Inc. | — | 515,112 | ||||
| 35,200 |
shares | Kraft Foods Inc. | — | 1,134,144 | ||||
| 45,300 |
shares | Kroger Co. | — | 838,503 | ||||
| 29,100 |
shares | Kroll Inc. | — | 756,600 | ||||
| 72,000 |
shares | La Quinta Corp. | — | 461,520 | ||||
| 15,600 |
shares | LaBone Inc. | — | 506,532 | ||||
| 16,800 |
shares | Lifepoint Hosps Inc. | — | 494,760 | ||||
| 16,800 |
shares | Lin TV Corp. | — | 433,608 | ||||
| 12,200 |
shares | Linens N Things Inc. | — | 366,976 | ||||
| 21,200 |
shares | Macrovision Corp. | — | 478,908 | ||||
| 13,300 |
shares | Magama Design Automation Inc. | — | 310,422 |
14
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2003
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
| 15,200 |
shares | Mens Wearhouse Inc. | — | 380,152 | ||||||
| 3,000 |
shares | Merrill Lynch & Co. Inc. | — | 175,950 | ||||||
| 63,300 |
shares | Micromuse Inc. | — | 434,700 | ||||||
| 10,500 |
shares | MTC Technologies Inc. | — | 338,310 | ||||||
| 14,400 |
shares | Old Rep Intl Corporation | — | 365,184 | ||||||
| 17,300 |
shares | Overnite Corp. | — | 393,184 | ||||||
| 23,600 |
shares | Pacer Intl Inc. Tn | — | 393,575 | ||||||
| 28,100 |
shares | Pfizer Inc. | — | 477,192 | ||||||
| 11,000 |
shares | Pitney Bowes Inc. | — | 992,773 | ||||||
| 21,600 |
shares | Planar Sys Inc. | — | 446,820 | ||||||
| 20,500 |
shares | Plexus Corp. | — | 525,312 | ||||||
| 26,800 |
shares | Pride International Inc. | — | 351,985 | ||||||
| 16,600 |
shares | Priority Healthcare Corp. | — | 499,552 | ||||||
| 15,400 |
shares | Proassurance Corp. | — | 400,226 | ||||||
| 21,700 |
shares | Progress Software Corp. | — | 495,110 | ||||||
| 25,100 |
shares | Rare Hospitality Intl. Inc. | — | 443,982 | ||||||
| 18,500 |
shares | RC2 Corp. | — | 613,444 | ||||||
| 79,500 |
shares | Regent Communications Inc. | — | 383,875 | ||||||
| 13,100 |
shares | Respironics Inc. | — | 504,825 | ||||||
| 34,800 |
shares | Safeway Inc. | — | 590,679 | ||||||
| 33,300 |
shares | Sara Lee Corporation | — | 722,943 | ||||||
| 17,100 |
shares | Selective Ins. Group Inc. | — | 553,356 | ||||||
| 10,200 |
shares | Semtech Corp. | — | 231,846 | ||||||
| 26,100 |
shares | Serena Software Inc. | — | 478,935 | ||||||
| 8,100 |
shares | Shuffle Master Inc. | — | 280,422 | ||||||
| 42,900 |
shares | Skyworks Solutions Inc. | — | 373,230 | ||||||
| 21,400 |
shares | Sola Intl Inc. | — | 402,320 | ||||||
| 25,200 |
shares | Spartech Corp. | — | 620,928 | ||||||
| 6,300 |
shares | Taro Pharma Inds. | — | 406,350 | ||||||
| 22,000 |
shares | Technitrol Inc. | — | 456,280 | ||||||
| 28,700 |
shares | Tekelec Inc. | — | 446,285 | ||||||
| 102,200 |
shares | Tenet Healthcare Corporation | — | 1,640,310 | ||||||
| 31,500 |
shares | Texas Cap Bancshares Inc. | — | 455,553 | ||||||
| 19,300 |
shares | Time Warner Inc. | — | 347,207 | ||||||
| 17,800 |
shares | Tollgrade Communications Inc. | — | 312,034 | ||||||
| 81,900 |
shares | Tyco Intl. LTD | — | 2,170,350 | ||||||
| 23,000 |
shares | Unit Corp. | — | 541,650 | ||||||
| 14,000 |
shares | United Surgical Partners | — | 468,720 | ||||||
| 15,000 |
shares | Universal Technical Inst Inc. | — | 450,000 | ||||||
| 28,800 |
shares | UST Inc. | — | 1,027,872 | ||||||
| 25,800 |
shares | Varco Intl Inc. | — | 532,254 | ||||||
| 17,300 |
shares | VCA Antech Inc. | — | 535,954 | ||||||
| 26,300 |
shares | Verisity Ltd. | — | 335,325 | ||||||
| 34,000 |
shares | W H Energy Services Inc. | — | 550,800 | ||||||
| 16,700 |
shares | Waste Connection Inc. | — | 630,759 | ||||||
| 17,700 |
shares | Wyeth | — | 751,365 | ||||||
| Total Common Stock |
— | 61,810,223 | ||||||||
| Participant Loans-Interest rates range from 5.00% - 5.25% | — | 15,201,403 | ||||||||
| Total Assets (Held at End of Year) | $ | — | $ | 751,517,904 | ||||||
| * | A party-in-interest to the Plan |
| ** | Cost has been omitted as investments are participant directed |
15
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.
DONNELLEY DEFERRED COMPENSATION AND VOLUNTARY SAVINGS PLAN
| By: |
/s/ M.J. Burg | |
| Name: |
M.J. Burg | |
| Title: |
VP of Benefits, RR Donnelley | |
| Date: |
June 25, 2004 |
16
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
December 31, 2003 and 2002
Index to Exhibits
| EXHIBIT NUMBER |
||
| 23.1 | Washington, Pittman & McKeever, LLC Consent of Independent Registered Public Accounting Firm |
17