UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
For the Fiscal Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission File Number 1-8014
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
The Nielsen Company Profit-Sharing Retirement and 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Moore Wallace Incorporated
c/o Moore Executive Offices
One Canterbury Green
Stamford, Connecticut 06901
REQUIRED INFORMATION
Attached hereto are The Nielsen Company Profit-Sharing Retirement and 401(k)
Plan audited financial statements for the fiscal years ended December 31, 2002
and 2001 and supplemental schedules for the fiscal year ended December 31, 2002.
All other supplemental 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 of the absence of conditions
under which they are required.
THE NIELSEN COMPANY PROFIT-
SHARING RETIREMENT AND 401(K) PLAN
Financial Statements for the Years Ended
December 31, 2002 and 2001 and
Supplemental Schedule for the Year Ended
December 31, 2002 and Report of
Independent Accountants
THE NIELSEN COMPANY PROFIT-SHARING
RETIREMENT AND 401(K) PLAN
TABLE OF CONTENTS
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PAGE
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE:
Schedule H Part IV Line 4i--Schedule of Assets (Held at End of Year), as of December 31, 2002 9
SUPPLEMENTAL SCHEDULES OMITTED--All other schedules required by Section
2520.103-10 of 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 they are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Nielsen Company Profit-Sharing Retirement and 401(k) Plan:
We have audited the accompanying statements of net assets available for The
Nielsen Company Profit-Sharing Retirement and 401(k) Plan (the "Plan") as of
December 31, 2002 and 2001, and the related statements of changes in net assets
available for benefits for the year ended December 31, 2002. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001 and the changes in net assets available for benefits for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted 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) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
Deloitte & Touche LLP
June 20, 2003
THE NIELSEN COMPANY PROFIT-SHARING
RETIREMENT AND 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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ASSETS 2002 2001
INVESTMENTS--AT FAIR VALUE:
Mutual funds $16,114,950 $22,167,336
Participant loans 800,985 892,857
Moore Wallace Corporation Common Stock Fund 110,882
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Total investments 17,026,817 23,060,193
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RECEIVABLES:
Participant contributions 33,496 34,260
Employer contribution 9,983 9,475
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Total receivables 43,479 43,735
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Net assets available for benefits $17,070,296 $23,103,928
=========== ===========
See notes to accompanying financial statements.
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THE NIELSEN COMPANY PROFIT-SHARING
RETIREMENT AND 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
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ADDITIONS:
Contributions:
Participant $ 1,570,133
Employer 412,813
Rollover 11,413
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Total additions 1,994,359
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DEDUCTIONS:
Investment loss:
Net depreciation in fair value of mutual funds (3,620,660)
Net depreciation in fair value of Moore Wallace Corporation
Common Stock Fund (31,009)
Interest and dividends 276,728
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Net investment loss (3,374,941)
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Benfits paid to participants (4,592,611)
Deemed distributions of loans to participants (37,247)
Administration fees (23,192)
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Total deductions (8,027,991)
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DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS (6,033,632)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 23,103,928
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End of year $17,070,296
===========
See notes to accompanying financial statements
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THE NIELSEN COMPANY PROFIT-SHARING
RETIREMENT AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following description of The Nielsen Company Profit-Sharing Retirement
and 401(k) Plan ("the Plan") provides only general information.
Participants should refer to the summary plan description for a more
complete description of the Plan's provisions.
GENERAL--The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan was established for the purpose of providing savings
incentives and security for the retirement of employees who become
members, benefits for totally and permanently disabled members, and death
benefits for beneficiaries of deceased members.
A trust fund was created to receive, hold and invest contributions payable
by The Nielsen Company ("the Company"), a wholly owned subsidiary of Moore
Wallace Incorporated (formerly Moore Corporation Limited), participant
contributions, interest, dividends and other income and to pay benefits
and expenses provided under the Plan.
ELIGIBILITY--Employees are eligible to participate in the Plan if they are
21 years old and have completed one year (a minimum of 1,000 hours during
the year) of credited service to the Company.
CONTRIBUTIONS--Eligible employees may elect to contribute up to 18% of
their annual compensation to the Plan, thereby deferring income tax on
those contributions. Employer contributions to the Plan are determined at
the discretion of the Board of Directors, not to exceed amounts allowable
under the Internal Revenue Code. Company contributions, as well as
forfeitures of nonvested account balances, are allocated among participant
accounts as provided by the Plan.
PARTICIPANT ACCOUNTS--Each participant's account is credited with the
participant's contribution and an allocation of the Company's
contribution, forfeitures and Plan earnings. Participants of the Plan can
change investment and contribution allocations on a daily basis. Company
contributions are invested according to the contribution allocation of a
participant's tax deferred contribution. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Participants may also contribute amounts distributed from other qualified
defined benefit plans.
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VESTING--Participants are at all times fully vested and have a
nonforfeitable interest in their before-tax contributions account and
rollover contributions account. Participants other than Litho employees
shall be vested in the contributions made to the Plan by the Company as
follows:
NONELECTIVE MATCHING
VESTING VESTING
YEARS OF SERVICE PERCENTAGE PERCENTAGE
Less than two years 0% 0%
Two but less than three 20% 20%
Three but less than four 30% 40%
Four but less than five 40% 60%
Five but less than six 60% 80%
Six but less than seven 80% 100%
Seven years and over 100% 100%
Litho plan participants shall be vested in the contributions made to the
Plan by the Company as follows:
NONELECTIVE PERCENTAGE MATCHING
HIRED PRIOR TO HIRED ON OR AFTER VESTING
YEARS OF SERVICE OCTOBER 1, 1999 OCTOBER 1, 1999 PERCENTAGE
Less than one year 0% 0% 0%
One but less than two 15% 20% 15%
Two but less than three 30% 30% 30%
Three but less than four 45% 40% 45%
Four but less than five 60% 60% 60%
Five but less than six 75% 80% 80%
Six but less than seven 90% 100% 100%
Seven years and over 100% 100% 100%
PARTICIPANT LOANS--Participants may borrow from their vested account
balances, a minimum of $1,000 up to a maximum of the lesser of one-half of
their vested balance in the Plan or $50,000. The loans are repayable via
payroll deduction over no more than five years, bear interest according to
bank rates at the time of issue and are collateralized by the
participant's account balance.
PAYMENT OF BENEFITS--Participants who terminate employment before
retirement will be entitled to receive the vested amount in their Plan
account at the time of termination. Participants eligible for benefits
upon retirement, death or disability may elect to receive payments in a
lump sum or approximately equal installments over the participant's
tabular life expectancy. Effective January 1, 2000, upon attainment of age
59-1/2, participants may withdraw all or a portion of their account
balance prior to termination.
Net assets available for benefits at December 31, 2002 and 2001 includes
$1,314,850 and $2,378,819, respectively, of account balances attributable
to terminated participants.
ADMINISTRATIVE EXPENSES--Certain expenses of administrating the Plan are
paid by the Company, while other administrative expenses are paid from the
assets of the Plan.
FORFEITED ACCOUNTS--At December 31, 2002, forfeited nonvested accounts
totaled $14,591. These accounts will be used to reduce future
administrative expenses.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in conformity with
accounting principles generally accepted in the United States of America
as applied to pension trusts. A summary of the Plan's significant
accounting policies consistently applied in the preparation of the
accompanying financial statements follows:
GENERAL--The accounting records of the Plan are maintained on the accrual
basis of accounting.
INVESTMENT VALUATION--The Plan's investments are stated at fair value.
Quoted market prices are used to value investments. Shares of mutual funds
are valued at the net asset value of shares held by the Plan at year-end.
Income (loss) on sales of investments is recognized on the trade date;
dividend and interest income is recognized when declared and accrued.
USE OF ESTIMATES--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
The Plan invests in various securities including mutual funds. Investment
securities in general are exposed to various risks, such as interest rate,
credit, and overall market volatility. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in the
statements of net assets available for benefits.
PAYMENTS OF BENEFITS--Benefits are recorded when paid.
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3. INVESTMENTS
The following presents investments that represent five percent or more of
the Plan's net assets.
DECEMBER 31,
------------------------------
2002 2001
Investments:
Fidelity Advisor Equity Growth Fund--Class T $5,991,378 $ 10,368,993
Janus Advisor Balanced Fund 4,112,923 5,431,576
Fidelity Advisor Government Investment Fund--Class T 2,350,457 1,837,357
Fidelity Advisor Short Fixed Income Fund--Class T 1,370,040 1,233,067
NB Genesis Advisor Fund 1,173,400 1,371,397
Fidelity Advisor Overseas Fund--Class T 913,267 1,766,369
During the year ended December 31, 2002, the Plan's mutual fund
investments (including gains and losses on investments bought and sold, as
well as held during the year), depreciated in value by $3,620,660 as shown
below.
Fidelity Advisor Equity Growth Fund--Class T $(2,987,318)
Janus Advisor Balanced Fund (398,128)
Fidelity Advisor Overseas Fund--Class T (249,177)
NB Genesis Advisor Fund (59,921)
Fidelity Advisor Growth & Income Fund--Class T (40,338)
Fidelity Advisor Balanced Fund--Class T (1)
Fidelity Advisor Government Investment Fund--Class T 88,621
Fidelity Advisor Short Fixed Income Fund--Class T 25,602
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$(3,620,660)
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4. RELATED PARTY TRANSACTIONS
Included in Plan assets at December 31, 2002 are 11,608 shares of common
stock of Moore Corporation Limited (now known as Moore Wallace
Incorporated), the parent of the Company. As of December 31, 2002, the
stock had an original cost of $133,568 and a market value of $105,633,
respectively. Included in the Moore Wallace Corporation Common Stock Fund
is $5,249 of cash.
Certain Plan investments are shares of the funds managed by the trustee
and qualify as party-in-interest transactions as defined by ERISA. Fees
paid by the Plan for trustee and investment management services amounted
to $23,192 for the year ended December 31, 2002.
5. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated November 22, 2002, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code.
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6. 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 a
Plan termination, participants would become 100% vested in their Company
contributions.
******
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THE NIELSEN COMPANY PROFIT-SHARING
RETIREMENT AND 401(K) PLAN
SCHEDULE H PART IV LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
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NUMBER OF MARKET
SHARES DESCRIPTION OF INVESTMENT VALUE
MUTUAL FUNDS:
70,858 NB Genesis Advisor Fund $ 1,173,400
195,854 Janus Advisor Balanced 4,112,923
* 227,757 Fidelity Advisor Government Investment Fund--Class T 2,350,457
* 143,611 Fidelity Advisor Short Fixed Income Fund--Class T 1,370,040
* 82,799 Fidelity Advisor Overseas Fund--Class T 913,267
* 15,605 Fidelity Advisor Growth & Income Fund--Class T 203,485
* 177,417 Fidelity Advisor Equity Growth Fund--Class T 5,991,378
------------
16,114,950
* 11,608 MOORE WALLACE INCORPORATED COMMON STOCK FUND 110,882
PARTICIPANT LOANS (interest rates ranging from 7.50% to 9.00%,
maturing through 2011) $ 800,985
TOTAL ASSETS (HELD AT END OF YEAR) $ 17,026,817
============
* Represents a party-in-interest as defined by ERISA.
-9-
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
Moore North America, Inc., the administrator of The Nielsen Company
Profit-Sharing Retirement and 401(k) Plan, has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
The Nielsen Company Profit-Sharing Retirement and
401(k) Plan
By: Moore North America, Inc.
By: /s/ Mark S. Hiltwein
-------------------------
Name: Mark S. Hiltwein
Title: Executive Vice President and Chief Financial
Officer
Date: June 27, 2003
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CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Moore Wallace Incorporated (formerly Moore Corporation
Limited), a corporation continued under the laws of Canada, hereby certifies, to
such officer's knowledge, that:
The Annual Report on Form 11-K for The Nielsen Company Profit-Sharing
Retirement and 401(k) Plan (the "Plan") for the year ended December 31, 2002
(the "Report") fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Plan.
Dated: June 27, 2003 /s/ Mark A. Angelson
------------------------------------
Name: Mark A. Angelson
Title: Chief Executive Officer
The foregoing certification is being furnished solely pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
section 1350, chapter 63 of title 18, United States Code) and is not being filed
as part of the Report or as a separate disclosure document.
-11-
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Moore Wallace Incorporated (formerly Moore Corporation
Limited), a corporation continued under the laws of Canada, hereby certifies, to
such officer's knowledge, that:
The Annual Report on Form 11-K for The Nielsen Company Profit-Sharing
Retirement and 401(k) Plan (the "Plan") for the year ended December 31, 2002
(the "Report") fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Plan.
Dated: June 27, 2003 /s/ Mark S. Hiltwein
--------------------------------------
Name: Mark S. Hiltwein
Title: Executive Vice President and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of the Report
or as a separate disclosure document.
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