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, 2004
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
111 S. Wacker Drive
Chicago, Illinois 60606-4301
REQUIRED INFORMATION
Attached hereto are the Donnelley Deferred Compensation and Voluntary Savings Plan audited financial statements for the fiscal years ended December 31, 2004 and 2003, and supplemental schedule of assets held (at end of year) for the fiscal year ended December 31, 2004. 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, 2004 and 2003
Index
| Page | ||||
| 2 | ||||
| Financial Statements: |
||||
| Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 |
3 | |||
| 4 | ||||
| 5-11 | ||||
| Supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) | 12-14 | |||
| 15 | ||||
| 16 | ||||
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, 2004 and 2003, 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, 2004 and December 31, 2003, 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, 2004, 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, 2005
2
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
(EMPLOYER IDENTIFICATION NUMBER 36-1004130, PLAN NUMBER 003)
| 2004 |
2003 | |||||
| ASSETS |
||||||
| Investments, at current value: |
||||||
| R.R. Donnelley & Sons Company common stock |
$ | 79,276,162 | $ | 65,656,388 | ||
| U.S. Government securities |
6,916,722 | 8,980,773 | ||||
| Short-term and collective investment funds |
202,398,484 | 200,697,313 | ||||
| Registered investment companies |
181,502,090 | 145,949,626 | ||||
| Other common stock |
70,844,122 | 61,810,223 | ||||
| Participant loans |
16,776,457 | 15,201,403 | ||||
| 557,714,037 | 498,295,726 | |||||
| Guaranteed investment contracts, at contract value |
239,026,358 | 253,222,178 | ||||
| Total Investments |
796,740,395 | 751,517,904 | ||||
| Receivables: |
||||||
| Accrued dividends and interest |
70,094 | 75,341 | ||||
| Due to broker for securities sold |
1,292,858 | 1,820,682 | ||||
| Employer contributions |
513,647 | 292,643 | ||||
| Other receivables |
90,305 | 121,306 | ||||
| Total Receivables |
1,966,904 | 2,309,972 | ||||
| TOTAL ASSETS |
798,707,299 | 753,827,876 | ||||
| LIABILITIES |
||||||
| Due to broker for securities purchased |
831,013 | 837,382 | ||||
| Accrued administrative expenses and Other liabilities |
721,577 | 477,799 | ||||
| TOTAL LIABILITIES |
1,552,590 | 1,315,181 | ||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 797,154,709 | $ | 752,512,695 | ||
The accompanying notes are an integral part of these financial statements.
3
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004 AND 2003
(EMPLOYER IDENTIFICATION NUMBER 36-10044130, PLAN NUMBER 003)
| 2004 |
2003 | |||||
| ADDITIONS: |
||||||
| Investment Income — |
||||||
| Interest and dividend income |
$ | 21,779,379 | $ | 19,848,401 | ||
| Interest income on participant loans |
748,591 | 774,639 | ||||
| Total interest and dividends |
22,527,970 | 20,623,040 | ||||
| Net realized gain on investments |
6,244,131 | 17,974,265 | ||||
| Net unrealized gain on investments |
51,564,004 | 81,784,588 | ||||
| Net appreciation in fair value of investments |
57,808,135 | 99,758,853 | ||||
| Other income |
1,626 | — | ||||
| Contributions— |
||||||
| Employer contributions |
10,866,015 | 10,996,659 | ||||
| Participant contributions |
61,402,671 | 62,399,609 | ||||
| Rollover contributions |
2,445,133 | 3,093,290 | ||||
| Total contributions |
74,713,819 | 76,489,558 | ||||
| Total additions |
155,051,550 | 196,871,451 | ||||
| DEDUCTIONS FROM NET ASSETS: |
||||||
| Benefits paid to participants |
109,887,594 | 64,327,625 | ||||
| Administrative expenses |
521,942 | 527,884 | ||||
| Total deductions |
110,409,536 | 64,855,509 | ||||
| Net increase |
44,642,014 | 132,015,942 | ||||
| NET ASSETS, BEGINNING OF YEAR |
752,512,695 | 620,496,753 | ||||
| NET ASSETS, END OF YEAR |
$ | 797,154,709 | $ | 752,512,695 | ||
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, 2004 and 2003
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 January 1, 2005, the new percentages allowed are from 1%-85% for both before and after-tax and the total of both elections cannot exceed 85%. Effective January 1, 2005, the match is 25 cents for every before-tax dollar up to 6% of pay, and is paid according to the participant’s current elections.
Contributions are funded by payroll deductions and must be made in whole percentages of employee earnings. Earnings of the Plan, as well as before-tax 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, 2004 and 2003
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. Participants are allowed two outstanding loans. 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 2004 ranged from a low of 5.00% to a high of 6.00%. 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. Effective January 1, 2005, the maximum loan period will be four and a half years.
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, 2004 and 2003
NOTE 3 – INVESTMENTS
Participants’ contributions to the Plan are currently invested in a third-party administered trust fund. During 2003 and 2004, 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 Fixed Income fund, which is a collective trust fund.
Balanced Fund—Invests in a diversified portfolio of common stocks and fixed-income securities.
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.
IRT Small Company Growth Fund —Invests in stocks of companies considered to have strong growth potential over the next several years.
The AIM 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.
The AIM Financial Services Fund—The Fund concentrates on banks, insurance companies, investment and other financial service firms.
7
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2003
NOTE 3 – INVESTMENTS (continued)
The AIM 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 AIM 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 AIM 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.
The current value of investments that represent 5% or more of the Plan’s net assets available for Plan benefits at December 31, 2004 and 2003, are as follows:
| 2004 | |||
| R.R. Donnelley & Sons Company Common Stock |
$ | 79,276,162 | |
| IRT 500 Index Fund |
125,126,991 | ||
| Dodge & Cox Balanced Fund |
76,340,634 | ||
| JP Morgan Chase Bank 4.50% 12/30/30 |
44,849,444 | ||
| Monumental Life Inc. 3.625% 12/30/30 |
40,430,678 | ||
| UBS AG 4.50% 12/30/30 |
44,917,445 | ||
| DFA US 6 10 Fund |
59,866,951 | ||
8
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2003
NOTE 3 – INVESTMENTS (continued)
| 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 | ||
During 2004 and 2003, the Plan’s investments, including investments bought or sold, as well as held during the year, appreciated in value by $57,808,135 and $99,785,853, respectively, as follows:
| 2004 |
2003 |
||||||
| R.R. Donnelley & Sons Company Common Stock |
$ | 11,829,370 | $ | 18,449,367 | |||
| Other Common Stocks |
9,701,365 | 17,247,219 | |||||
| Short-term and Collective Investment Funds |
18,704,706 | 37,810,172 | |||||
| U.S. Government securities |
65,867 | (6,950 | ) | ||||
| Registered Investment Companies |
17,506,827 | 26,259,045 | |||||
| $ | 57,808,135 | $ | 99,758,853 | ||||
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 4.14% and 4.87% for 2004 and 2003, respectively. The crediting interest rate generally cannot be less than the contract rate.
9
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2003
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 compliance with the applicable requirements of the Internal Revenue Code. The Plan is qualified under Section 401(a) and 401(k) of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS
The Plan has limited transactions that fall under the accounting rules of SFAS No. 133, as amended. 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 funds’ 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. In the event of Plan termination, the rights of the participants in their account balances will become non-forfeitable.
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.
10
DONNELLEY DEFERRED COMPENSATION AND
VOLUNTARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2003
NOTE 9 – RECONCILIATION TO FORM 5500
The following table reconciles the financial statements to the Form 5500 as filed by the Company:
| 2004 |
2003 |
|||||||
| Net assets available for Plan benefits per the financial statements |
$ | 797,154,709 | $ | 752,512,695 | ||||
| Less: Participant withdrawals payable |
(947,696 | ) | (208,726 | ) | ||||
| NET ASSETS AVAILABLE FOR BENEFITS PER THE FORM 5500 |
$ | 796,207,013 | $ | 752,303,969 | ||||
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 at December 31, 2004 and 2003:
| 2004 |
2003 |
|||||||
| Participant withdrawals per the financial statements |
$ | 109,887,594 | $ | 64,327,625 | ||||
| Add: Amounts allocated to withdrawing participants at December 31, 2004 and 2003, respectively |
947,696 | 208,726 | ||||||
| Less: Amounts allocated to withdrawing participants at December 31, 2003 and 2002, respectively |
(208,726 | ) | (3,583,640 | ) | ||||
| PARTICIPANT WITHDRAWALS PER THE FORM 5500 |
$ | 110,626,564 | $ | 60,952,711 | ||||
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.
NOTE 10 - MERGER
Effective February 27, 2004, a merger of Moore Wallace Incorporated and RR 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 RR Donnelley common stock based on a fixed exchange ratio of 0.63 RR Donnelley shares for each Moore Wallace share.
11
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
| No. of Shares or Units |
Description |
Cost** |
Current Value | |||||||||
| Company Stock | ||||||||||||
| * |
2,246,420 | shares | R.R. Donnelley & Sons Company Stock | $ | — | $ | 79,276,162 | |||||
| Short-term and Collective Investment Funds | ||||||||||||
| Money Market Funds- | ||||||||||||
| 11,422,987 | units | SSGA Money Market Fund | — | 11,422,987 | ||||||||
| — | 11,422,987 | |||||||||||
| Common/Collective Funds- | ||||||||||||
| 778,236 | units | Capital Guardian Intl. Equity Fund | — | 26,016,405 | ||||||||
| 783,869 | units | Russell Small Cap Completeness Index Fund | — | 13,146,274 | ||||||||
| * |
1,820,316 | units | IRT Core Fixed Income | — | 26,685,827 | |||||||
| * |
4,032,452 | units | AIM IRT 500 Index Fund | — | 125,126.991 | |||||||
| — | 190,975,497 | |||||||||||
| Total Short-term and Collective Investments |
— | 202,398,484 | ||||||||||
| Registered Investment Company | ||||||||||||
| 2,227,193 | units | DFA U.S. Small Cap Value Portfolio Fund | — | 59,866,951 | ||||||||
| 705,231 | units | Harbor Fund | — | 20,218,966 | ||||||||
| * |
323,532 | units | AIM Energy Fund | — | 9,003,886 | |||||||
| * |
80,621 | units | AIM Health Sciences Fund | — | 4,134,244 | |||||||
| * |
101,032 | units | AIM Leisure Fund | — | 4,725,290 | |||||||
| * |
144,609 | units | AIM Technology Fund | — | 3,678,841 | |||||||
| * |
120,755 | units | AIM Financial Services Fund | — | 3,533,278 | |||||||
| 962,075 | units | Dodge & Cox Balanced Fund | — | 76,340,634 | ||||||||
| Total Registered Investment Companies |
— | 181,502,090 | ||||||||||
| Guaranteed Investment Contracts | ||||||||||||
| 31,474,612 | units | CDC Financial Products, Inc. 6.87% 12/30/30 | — | 31,474,612 | ||||||||
| 19,556,539 | units | ING Life & Annuity Co. 3.61% 4/23/22 | — | 19,556,539 | ||||||||
| 5,016,324 | units | Jackson National Life 2.24% 2/1/05 | — | 5,016,324 | ||||||||
| 7,615,113 | units | John Hancock Mutual 7.14% 12/31/99 | — | 7,615,113 | ||||||||
| 44,849,444 | units | JP Morgan Chase Bank 4.50 % 12/30/30 | — | 44,849,444 | ||||||||
| 40,430,678 | units | Monumental Life Inc. Co. GIC 3.625% 12/30/30 | — | 40,430,678 | ||||||||
| 5,712,444 | units | Monumental Life Inc. Co. GIC 4.64% 1/25/05 | — | 5,712,444 | ||||||||
| 15,918,262 | units | Norwest Bank, 6.06% 12/31/09 | — | 15,918,262 | ||||||||
| * |
5,222,200 | units | State Street Bank & Trust 5.44% 5/01/06 | — | 5,222,200 | |||||||
| * |
18,313,297 | units | State Street Bank 4.52% 12/30/30 | — | 18,313,297 | |||||||
| 44,917,445 | units | UBS AG 4.50% 12/30/30 | — | 44,917,445 | ||||||||
| Total Guaranteed Investment Contracts |
— | 239,026,358 | ||||||||||
| U.S. Government securities | ||||||||||||
| 550,000 | units | U.S. Treasury Bills 2/17/05 | — | 548,776 | ||||||||
| 1,210,000 | units | U.S. Treasury Bills 4/21/05 | — | 1,201,940 | ||||||||
| 5,215,000 | units | U.S. Treasury Bills 5/26/05 | — | 5,166,006 | ||||||||
| Total U.S. Government securities |
— | 6,916,722 | ||||||||||
12
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
Common Stock
| 6,900 |
shares | Actuant Corp. | — | 359,835 | ||||
| 15,500 |
shares | Advisory Board Co. | — | 571,640 | ||||
| 54,700 |
shares | Aeroflex Inc. | — | 662,964 | ||||
| 46,500 |
shares | Airtran Holdings Inc. | — | 497,550 | ||||
| 7,800 |
shares | Alabama Natl Bancorporation | — | 503,100 | ||||
| 34,300 |
shares | Alamosa Holdings Inc. | — | 427,721 | ||||
| 30,700 |
shares | Altria Group Inc. | — | 1,875,770 | ||||
| 36,500 |
shares | American Express Co. | — | 2,057,505 | ||||
| 10,800 |
shares | Anteon International Corp. | — | 452,088 | ||||
| 27,100 |
shares | Applied Films Corp | — | 584,276 | ||||
| 20,500 |
shares | Ascential Software Corp | — | 334,355 | ||||
| 11,300 |
shares | Autobytel Inc. | — | 68,252 | ||||
| 20,400 |
shares | Avocent Corp. | — | 826,608 | ||||
| 79,400 |
shares | Axcelis Technologies Inc. | — | 645,522 | ||||
| 52,100 |
shares | Bank Mutual Corp. | — | 634,057 | ||||
| 32,000 |
shares | BankAtlantic Bancorp, Inc. | — | 636,800 | ||||
| 38,600 |
shares | Borland Software Corp. | — | 450,848 | ||||
| 35,900 |
shares | Brigham Expl Co. | — | 323,100 | ||||
| 15,900 |
shares | Carter Holdings | — | 540,441 | ||||
| 16,000 |
shares | Central Garden & Pet Co. | — | 667,840 | ||||
| 12,200 |
shares | Charles Riv Laboratories Intl | — | 570,594 | ||||
| 17,900 |
shares | Coca Cola | — | 745,177 | ||||
| 8,950 |
shares | Coldwater Creek Inc. | — | 276,177 | ||||
| 16,000 |
shares | Cost Plus Inc. Calif | — | 514,080 | ||||
| 29,200 |
shares | CVS Corporation | — | 1,316,044 | ||||
| 19,500 |
shares | Cymer Inc. | — | 576,030 | ||||
| 18,200 |
shares | Dendrite Intl Inc. | — | 353,080 | ||||
| 54,500 |
shares | Dot Hill Systems Corp. | — | 427,280 | ||||
| 23,900 |
shares | DSP Group Inc. | — | 533,687 | ||||
| 146,000 |
shares | El Paso Corporation | — | 1,518,400 | ||||
| 81,200 |
shares | Electronic Data System Corporation | — | 1,875,720 | ||||
| 16,700 |
shares | Elk Corp. | — | 571,474 | ||||
| 51,000 |
shares | Federal Home Loan Mortgage Corporation | — | 3,758,700 | ||||
| 24,100 |
shares | Federal National Mortgage Assn. | — | 1,716,161 | ||||
| 34,400 |
shares | FindWhat Com | — | 609,912 | ||||
| 10,100 |
shares | First Marblehead Corp. | — | 568,125 | ||||
| 32,700 |
shares | Foundry Networks Inc. | — | 430,332 | ||||
| 12,200 |
shares | Gardner Denver Inc. | — | 442,738 | ||||
| 61,500 |
shares | Harris Interactive Inc. | — | 485,850 | ||||
| 20,300 |
shares | HCA Inc. | — | 811,188 | ||||
| 14,400 |
shares | HealthExtras Inc. | — | 234,720 | ||||
| 16,000 |
shares | Hibbett Sporting Goods Inc. | — | 425,760 | ||||
| 12,900 |
shares | Hudson Highland Group Inc. | — | 371,520 | ||||
| 17,400 |
shares | Hughes Supply Inc. | — | 562,890 | ||||
| 41,300 |
shares | Impax Laboratories Inc. | — | 655,844 | ||||
| 15,600 |
shares | Inter Tel Inc. | — | 427,128 | ||||
| 22,200 |
shares | Interline Brands Inc. | — | 390,498 | ||||
| 45,500 |
shares | Interpublic Group Cos. Inc. | — | 609,700 | ||||
| 27,400 |
shares | Jackson Hewitt Tax Svc Inc. | — | 691,850 | ||||
| 9,200 |
shares | Johnson & Johnson | — | 583,464 | ||||
| 17,600 |
shares | Keystone Automotive Inds. Inc. | — | 409,200 | ||||
| 26,300 |
shares | Kraft Foods Inc. | — | 936,543 | ||||
| 45,100 |
shares | Kroger Co. | — | 791,054 | ||||
| 50,800 |
shares | La Quinta Corp. | — | 461,772 | ||||
| 21,400 |
shares | LaBone Inc. | — | 685,656 | ||||
| 25,500 |
shares | LKQ Corp. | — | 511,785 | ||||
| 17,900 |
shares | Macrovision Corp. | — | 460,388 | ||||
| 41,000 |
shares | Magama Design Automation Inc. | — | 514,960 |
13
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003
| 48,900 | shares | Magnum Hunter Resources Inc. | — | 630,810 | ||||||
| 10,800 | shares | Main Str Bks Inc. New | — | 377,244 | ||||||
| 81,800 | shares | Marsh & McLennan Cos Inc. | — | 2,691,220 | ||||||
| 14,200 | shares | Merrill Lynch & Co. Inc. | — | 848,734 | ||||||
| 15,900 | shares | MTC Technologies Inc. | — | 533,763 | ||||||
| 26,300 | shares | Ohio Cas Corp | — | 610,423 | ||||||
| 14,100 | shares | Old Rep Intl Corporation | — | 356,730 | ||||||
| 31,200 | shares | Pacer Intl Inc. Tn | — | 663,312 | ||||||
| 59,400 | shares | Pfizer Inc. | — | 1,597,266 | ||||||
| 39,900 | shares | Pioneer Drilling Co. | — | 402,591 | ||||||
| 11,000 | shares | Pitney Bowes Inc. | — | 509,080 | ||||||
| 22,000 | shares | Platinum Underwriters Holding | — | 684,200 | ||||||
| 24,800 | shares | Progress Software Corp. | — | 579,080 | ||||||
| 57,000 | shares | PSS World Med Inc. | — | 713,355 | ||||||
| 20,200 | shares | Rare Hospitality Intl. Inc. | — | 643,572 | ||||||
| 19,300 | shares | Rayovac Corp. | — | 589,808 | ||||||
| 20,600 | shares | RC2 Corp. | — | 671,560 | ||||||
| 8,600 | shares | Respironics Inc. | — | 467,496 | ||||||
| 22,600 | shares | Rush Enterprises Inc. | — | 366,798 | ||||||
| 33,200 | shares | Safeway Inc. | — | 655,368 | ||||||
| 15,900 | shares | School Speciality Inc. | — | 613,104 | ||||||
| 25,900 | shares | Semtech Corp. | — | 566,433 | ||||||
| 28,500 | shares | Serena Software Inc. | — | 616,740 | ||||||
| 14,900 | shares | SFBC Intl Inc. | — | 588,550 | ||||||
| 26,100 | shares | Sierra Wireless Inc. | — | 461,448 | ||||||
| 34,700 | shares | SIRF Technology Hldgs Inc. | — | 441,384 | ||||||
| 20,800 | shares | Spanish Broadcasting Sys Inc. | — | 219,648 | ||||||
| 17,300 | shares | Spartech Corp. | — | 468,657 | ||||||
| 26,300 | shares | SS+C Technologies Inc. | — | 543,095 | ||||||
| 6,700 | shares | Steinway Musical Instrs. Inc. | — | 193,898 | ||||||
| 32,400 | shares | Strategic Hotel Cap Inc. | — | 534,600 | ||||||
| 32,500 | shares | Tekelec Inc. | — | 664,300 | ||||||
| 99,000 | shares | Tenet Healthcare Corporation | — | 1,087,020 | ||||||
| 28,100 | shares | Texas Cap Bancshares Inc. | — | 607,522 | ||||||
| 19,300 | shares | Time Warner Inc. | — | 375,192 | ||||||
| 32,900 | shares | TNS Inc. | — | 718,865 | ||||||
| 12,500 | shares | TREX Inc. | — | 655,500 | ||||||
| 42,000 | shares | Tyco Intl. LTD | — | 1,501,080 | ||||||
| 10,200 | shares | Unit Corp. | — | 389,742 | ||||||
| 14,200 | shares | United Surgical Partners | — | 592,140 | ||||||
| 9,400 | shares | Universal Technical Inst Inc. | — | 358,328 | ||||||
| 33,800 | shares | VCA Antech Inc. | — | 662,480 | ||||||
| 25,700 | shares | W H Energy Services Inc. | — | 574,652 | ||||||
| 13,950 | shares | Waste Connection Inc. | — | 477,788 | ||||||
| 22,600 | shares | Wright Med Group Inc. | — | 644,100 | ||||||
| 17,600 | shares | Wyeth | — | 749,584 | ||||||
| Total Common Stock |
— | 70,844,122 | ||||||||
| Participant Loans- Interest rates range from 5.00% - 6.00% | — | 16,776,457 | ||||||||
| Total Assets (Held at End of Year) | $ | — | $ | 796,740,395 | ||||||
| * | A party-in-interest to the Plan |
| ** | Cost has been omitted as investments are participant directed |
14
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: RR Donnelley Benefits Committee | ||
| /s/ Paul Sollitto | ||
| Name: |
Paul Sollitto | |
| Title: |
VP, Employee Benefits | |
| Date: |
June 24, 2005 |
15
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
December 31, 2004 and 2003
Index to Exhibits
| EXHIBIT NUMBER |
||
| 23 | Washington, Pittman & McKeever, LLC Consent of Independent Registered Public Accounting Firm |
16