Form 11-K
Table of Contents

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:

 

Moore North America, Inc. 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, IL 60601-1629

 

REQUIRED INFORMATION

 

Attached hereto are the Moore North America, Inc. Savings Plan audited financial statements for the fiscal years ended December 31, 2003 and 2002, and supplemental schedule (assets held at end of year) for the fiscal year ended December 31, 2003. All other schedules required by the Deport 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.

 



Table of Contents

MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

December 31, 2003 and 2002

 

Index

 

     Page

Reports of Independent Registered Public Accounting Firms

   2-3

Financial Statements:

    

Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002

   4

Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 2003 and 2002

   5

Notes to Financial Statements

   6-12

Supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year)

   13

Signatures

   14

Index to Exhibits

   15


Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of the

Moore North America, Inc. Savings Plan

 

We have audited the accompanying statement of net assets available for benefits of the Moore North America, Inc. Savings Plan (the “Plan”) as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year 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 audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides 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 the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was 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) as of December 31, 2003, 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.

 

/s/ Washington, Pittman & McKeever, LLC

 

Chicago, Illinois

June 15, 2004

 

2


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants and Administrator of the

Moore North America, Inc. Savings Plan:

 

We have audited the accompanying statement of net assets available for benefits of Moore North America, Inc. Savings Plan (the “Plan”) as of December 31, 2002. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

 

In our opinion, such financial statement presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

 

Deloitte & Touche LLP

 

/s/ Deloitte & Touche LLP

Stamford, Connecticut

June 25, 2003

 

3


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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

AS OF DECEMBER 31, 2003 AND 2002

 

(EMPLOYER IDENTIFICATION NUMBER 16-0331690, PLAN NUMBER 002)

 

     2003

   2002

ASSETS

             

Cash

   $ —      $ 8,080

Plan investments at fair value

     438,548,325      361,762,056

Participant loans

     6,134,211      7,251,625
    

  

Total Investments

     444,682,536      369,021,761
    

  

Receivables:

             

Interest and dividends

     74,545      131,677

Employer contribution

     204,854      389,267

Participant contribution

     111,166      293,625
    

  

Total Receivables

     390,565      814,569
    

  

TOTAL ASSETS

     445,073,101      369,836,330

LIABILITIES

             

Pending transfer to other plan

     445,073,101      —  
    

  

NET ASSETS AVAILABLE FOR BENEFITS

   $ —      $ 369,836,330
    

  

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

FOR THE YEAR ENDED DECEMBER 31, 2003

 

(EMPLOYER IDENTIFICATION NUMBER 16-0331690, PLAN NUMBER 002)

 

     2003

 

ADDITIONS TO NET ASSETS:

        

Investment Income -

        

Interest and dividend income

   $ 5,023,703  

Net appreciation in fair value of investments

     87,923,994  
    


Total investment income

     92,947,697  
    


Contributions -

        

Employer contributions

     6,809,529  

Participant contributions

     19,890,587  
    


Total contributions

     26,700,116  
    


Total additions

     119,647,813  
    


DEDUCTIONS FROM NET ASSETS:

        

Benefits paid to participants

     44,353,112  

Trustee, recordkeeper, and investment management fees

     57,930  
    


Total deductions

     44,411,042  
    


Net increase before plan transfers

     75,236,771  

Net Assets transferred to other plan

     (445,073,101 )
    


Net decrease after plan transfers

     (369,836,330 )

NET ASSETS, BEGINNING OF YEAR

     369,836,330  
    


NET ASSETS, END OF YEAR

   $ —    
    


 

The accompanying notes are an integral part of these financial statements.

 

5


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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 1 – DESCRIPTION OF PLAN

 

The following brief description of the Moore North America, Inc. Savings Plan (the “Plan”) provides only general information. For more complete information, participants should refer to the Plan document.

 

General

 

The Plan is a defined contribution plan covering substantially all employees of Moore North America, Inc. (the “Company”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is administered by a committee appointed by the Board of Directors of the Company’s parent, Moore Wallace Incorporated. Effective April 1, 2001, the assets of the Plan were transferred to and maintained by the Charles Schwab Trust Company (the “Trustee”). In April 2002, assets of $17,490,325 were transferred into the Plan from the Peak Technologies, Inc. 401(k) Retirement Plan. Additionally in April 2002, assets of $4,059,282 were transferred out of the Plan representing the remaining participant balances of the Phoenix Group, which was sold during the Plan year.

 

On January 16, 2003 Moore Corporation Limited, Moore Holdings U.S.A. Inc., M-W Acquisition, Inc. and Wallace Computer Services, Inc. entered into a Merger Agreement. Effective May 15, 2003, the Merger Agreement was approved and the entity that survived such Merger Agreement was renamed Moore Wallace Incorporated. Moore Wallace North America, Inc. (formerly Moore North America, Inc. and merged with Moore Wallace U.S.A. Inc.) was subsequently formed as a 100% wholly owned subsidiary of Moore Holdings U.S.A. Inc., under the renamed Canadian parent company, Moore Wallace Incorporated.

 

Effective December 31, 2003, the Plan sponsor approved the merger of the following plans into a new plan established effective January 1, 2004: Moore North America, Inc. Savings Plan, Wallace Commercial Print 401(k) Retirement Plan, and Wallace Profit Sharing and Retirement Plan. The new plan is named Moore Wallace North America, Inc. Savings Plan.

 

Eligibility

 

In order to become a Plan member (“participant”), an employee must have attained age 21. There is currently no service requirement for participation in the Plan.

 

Contributions And Benefits

 

Participants of the Plan are entitled to make tax deferred contributions to the Plan equal to a full percentage between 1% and 50% of the participant’s annual compensation subject to Internal Revenue Code limitations. Effective January 1, 2001, the Company makes basic employer matching contributions in an amount equal to 50% of a participant’s tax deferred contributions up to a maximum of 6% of the participant’s annual compensation after the participant completes one year of eligible service (except as noted below).

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 1 – DESCRIPTION OF PLAN (continued)

 

Effective January 1, 2002, a participant who is a member of any of the following groups of participants shall receive a matching contribution equal to 75% of such participant’s deferred compensation, but only salary reductions up to 6% of payroll period compensation shall be considered:

 

  (1) Participants who, as of June 30, 1997, were age 65 or older;

 

  (2) Participants who, as of June 30, 1997, were age 50 or older and had completed 10 or more Years of Service; or

 

  (3) Participants who, as of June 30, 1997 were age 45 or older and had completed 20 or more Years of Service, and who were employed by Moore North America, Inc. (formerly known as “Moore U.S.A., Inc.”) on December 31, 1997.

 

Effective January 1, 2002, the recalculation of basic employer matching contributions has been re-established back into the Plan. Therefore the amount of basic employer matching contributions made to the Plan with respect to each Plan year on behalf of each participant (i) who was an eligible employee as of the December 31 occurring during such Plan year, or who died, first incurred a disability, or effected retirement during the calendar year ending in such Plan year; and (ii) on whose behalf tax deferred contributions were made equal to the maximum deferral limit under Code Sec. 402 (g) during such Plan year, shall be equal to the lesser of (a) 50% (75% for grandfathered participants) of 6% (5% for employees of the Peak Division) of such participant’s compensation (compensation that is eligible for the employer match) in such Plan year, determined as of the December 31 occurring in such Plan year or (b) 50% (75% for grandfathered participants) of the amount of tax deferred contributions made (while eligible for matching contributions) on behalf of such participant during the calendar year ending in such Plan year.

 

Effective April 1, 2002, the Company makes basic employer matching contributions for participant’s of the Peak Division in an amount equal to 50% of a participant’s tax deferred contributions up to a maximum of 5% of the participant’s annual compensation after the participant completes six months of eligible service.

 

Participants may also contribute amounts distributed from other qualified defined benefit or defined contribution plans.

 

Participants of the Plan can change investment and contribution allocations on a daily basis. Employer matching contributions are invested according to the contribution allocation of a participant’s tax deferred contributions.

 

Vesting

 

Effective January 1, 2001, participants, (except as noted below) are immediately vested in the value of their accounts and the earnings thereon. Additionally, participants are also immediately vested in the employer matching contributions.

 

Effective January 1, 2001, a Peak Division participant’s interest in his/her Peak Company Matching Contribution Account or Peak Company Prior Profit Sharing Contribution Accounts shall be fully vested after five years of continuous service.

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 1 – DESCRIPTION OF PLAN (continued)

 

Forfeitures

 

Forfeitures are applied to reduce future employer contributions. For the years ended December 31, 2003 and 2002, forfeitures are immaterial.

 

Benefit Payments And Withdrawals

 

The value of a participant’s account may be distributed on termination of employment or, under certain circumstances, on the participant’s subsequent retirement, disability, death or attainment of age 59-1/2. Payment will be made in a lump-sum amount (except as noted below) as soon as practical after the valuation date. The payment will be in cash. Participants with shares of Moore Wallace Incorporated common stock allocated to their account, may elect to receive whole shares rather than cash.

 

Effective April 1, 2002, distributions to terminated participants of the Peak Division made prior to July 1, 2002, provided that the participant’s vested account balances under the plan exceeds $5,000, may be made, at the election of the participant, in either a single lump sum or installment payments over a period not to exceed the life expectancy of the participant or the joint and last survivor expectancy of the participant and his/her beneficiary. Distributions made to terminated participants or to beneficiaries on or after July 1, 2002, shall be made only in a single lump sum payment.

 

Participant Loans

 

Participants may borrow up to the lesser of (i) 50% of the vested value of their account, or (ii) $50,000. The maximum loan amount may be reduced in certain circumstances. Participants may only have one loan outstanding and such loan shall be for a term of no more than five years with a fixed interest rate as determined by the Plan.

 

Investment Options

 

During 2003 and 2002, all employee contributions, rollover contributions and employer matching contributions made to the Plan were invested as directed by the Plan participants in any or all of 13 investment fund options. Participants may invest 100% of their account balance in any investment fund.

 

As of December 31, 2003, investment fund options were as follows (fund descriptions are per each fund’s prospectus):

 

Fund Description


  

Objective


Charles Schwab Stable Value Fund    Seeks to maintain principal value and obtain consistent income return by investing primarily in guaranteed investment contracts.
PIMCO Total Return Fund    Seeks total return consistent with preservation of capital by investing in at least 65% of assets in fixed income securities.

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 1 – DESCRIPTION OF PLAN (continued)

 

Barclays Global Investors LP 2010 Fund    Seeks total return for investors retiring in approximately 2010 by investing in equities and fixed income securities with allocation becoming more conservative as fund nears maturation.
Barclays Global Investors LP 2020 Fund    Seeks total return for investors retiring in approximately 2020 by investing in equities and fixed income securities with allocation becoming more conservative as fund nears maturation.
Barclays Global Investors LP 2030 Fund    Seeks total return for investors retiring in approximately 2030 by investing in equities and fixed income securities with allocation becoming more conservative as fund nears maturation.
Selected American Fund    Seeks growth of capital and income by investing primarily in companies with market capitalization greater than $1 billion as well as fixed-income and short-term securities.
Dreyfus Appreciation Fund    Seeks long-term growth consistent with preservation of capital and low portfolio turnover by investing primarily in equities.
Schwab S&P 500 Fund    Seeks total return by investing in at least 80% of the stocks that compose the S&P 500 Index.
Growth Fund of America Fund    Seeks capital growth by investing principally in equities.
Schwab Small Cap Index Fund    Seeks total return by investing in companies that compose at least 80% of the Russell 2000 Index.
EuroPacific Growth Fund    Seeks long-term growth by investing at least 65% of its assets in securities domiciled in Europe or the Pacific Basin.
Moore Stock Fund    Consists primarily of Moore Wallace Incorporated common stock.
Personal Choice Retirement Account    Consists of participant self-directed brokerage accounts.

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 1 – DESCRIPTION OF PLAN (continued)

 

Administrative Expenses

 

Trustee and investment management fees, record-keeper fees and other administrative expenses of the Plan are borne by the Plan.

 

Provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA)

 

Effective January 1, 2002, the Plan was amended to be in compliance with the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). The amendment addresses: Limitations on contributions, increase in the compensation limits, modification of top-heavy rules, direct rollovers of plan distributions, rollovers from other plans, repeal of multiple use test, catch-up contributions, suspension period following hardship withdrawal of after-tax employee contributions, and distribution upon severance from employment.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accounts of the Plan are maintained on the accrual basis of accounting.

 

Investment Valuation and Income Recognition

 

With the exception of guaranteed investment contracts, all investments are stated at fair value as determined by the Trustee based upon quoted market prices. Benefit responsive guaranteed investment contracts are stated at cost which approximates fair value. Participant loans are also valued at cost which approximates fair value.

 

“Net appreciation (depreciation) in fair value of investments” presented in the Statements of Changes in Net Assets Available for Benefits consists of the realized gains (losses) and the unrealized gains (losses) on the investments.

 

Interest is recorded as earned on an accrual basis and dividend income is recorded on the ex-dividend date.

 

Plan Distributions

 

Benefits payments are recorded upon distribution. The Trustee uses a distribution account to make all benefit payments. Amounts are transferred from the investment funds to this account as directed by the Plan administrator.

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 net assets available for benefit and changes therein. Actual results could differ from those estimates.

 

Risks and Uncertainties

 

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.

 

NOTE 3 – GUARANTEED INVESTMENT CONTRACTS

 

At December 31, 2003 and 2002, the Stable Value Fund includes various benefit responsive guaranteed investment contracts that are valued at contract value that approximates fair market value as reported by the Trustee. These investment contracts are maintained by the Stable Value Fund and units are allocated to the Plan based on its allocable portion of the Stable Value Fund.

 

There are no valuation reserves against the investment contracts for credit risk of the contract issuer or otherwise. For each investment contract, the crediting interest rate is based on a formula agreed upon with the issuer. Except for those investment contracts with fixed-rates, crediting interest rates are reset monthly, quarterly or semi-annually, depending on the contract.

 

NOTE 4 – INVESTMENTS

 

The individual investments that exceed five percent of the Plan’s net assets as of December 31, 2003 and 2002, are as follows:

 

     2003

Moore Wallace Stock Fund

   $ 82,132,035

Charles Schwab Stable Value Fund

     102,422,902

PIMCO Total Return Fund

     32,089,973

Barclays Global Investors LP 2020 Fund

     38,521,184

Dreyfus Appreciation I Fund

     69,864,101

Schwab Small Cap Index Fund

     28,545,476
     2002

Moore Wallace Stock Fund

   $ 49,770,225

Charles Schwab Stable Value Fund

     105,634,395

PIMCO Total Return Fund

     39,967,356

Barclays Global Investors LP 2020 Fund

     34,221,670

Dreyfus Appreciation I Fund

     64,754,231

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2003 and 2002

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Included in Plan assets at December 31, 2003 and 2002, are 3,864,018 and 5,126,433 shares, respectively, of common stock of Moore Wallace, Inc. and Moore Corporation Limited, respectively, the parent of the Company. As of December 31, 2003 and 2002, the stock had an original cost of $35,834,374 and $42,980,495, respectively, and a market value of $76,558,633 and $46,650,540, respectively.

 

Certain Plan investments are shares of the commingled employee benefit 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 $57,930 and $73,026 for the years ended December 31, 2003 and 2002, respectively.

 

These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.

 

NOTE 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 Plan termination, participants will become 100% vested in their accounts.

 

NOTE 7 – TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by letter dated April 27, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended and is being restated since receiving such determination letter. However, the Plan administrator and the Plan’s counsel believe that the Plan is designed and currently being operated in compliance with all applicable requirements of the IRC.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Effective December 31, 2003, the Plan sponsor approved the merger of the Moore North America, Inc. Savings Plan (the “Plan”), the Wallace Profit Sharing and Retirement Plan, and the Wallace Commercial Print 401(K) Retirement Plan into a new plan established effective January 1, 2004 - the Moore Wallace North America, Inc. Savings Plan. As a result, $445,073,101, representing the net assets of the Plan, were transferable to the Moore Wallace North America, Inc. Savings Plan at December 31, 2003. Beginning July 1, 2004, SEI Investments Management Corporation and affiliated subsidiary will become the record-keeper and trustee for the Moore Wallace North America, Inc. Savings Plan.

 

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 of RR Donnelley share for each Moore Wallace share.

 

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MOORE NORTH AMERICA, INC. SAVINGS PLAN

 

SCHEDULE H – ITEM 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

AS OF DECEMBER 31, 2003

 

EMPLOYER IDENTIFICATION NUMBER: 16-0331690, PLAN NUMBER: 002

 

(A)    (B)    (C)         (D)
    

IDENTITY OF ISSUER


  

DESCRIPTION OF INVESTMENT


  

COST**


   CURRENT
VALUE


*

   Moore Corporation Limited   

Moore Corporation Limited Stock,

3,864,018 common shares

        $ 82,132,035

*

   Charles Schwab Trust Company    Charles Schwab Stable Value Fund Bank commingled trust           102,422,902

*

   Charles Schwab Trust Company    PIMCO Total Return Fund Registered Investment Company           32,089,973

*

   Charles Schwab Trust Company    Barclays Global Investors LP 2010 Fund Registered Investment Company           14,339,906

*

   Charles Schwab Trust Company    Barclays Global Investors LP 2020 Fund Registered Investment Company           38,521,184

*

   Charles Schwab Trust Company    Barclays Global Investors LP 2030 Fund Registered Investment Company           15,353,644

*

   Charles Schwab Trust Company    Selected American Fund Registered Investment Company           9,570,423

*

   Charles Schwab Trust Company    Dreyfus Appreciation I Fund Registered Investment Company           69,864,101

*

   Charles Schwab Trust Company    Schwab S&P 500 Fund Registered Investment Company           6,284,959

*

   Charles Schwab Trust Company    Growth Fund of America Fund Registered Investment Company           19,739,944

*

   Charles Schwab Trust Company    Schwab Small Cap Index Fund Registered Investment Company           28,545,476

*

   Charles Schwab Trust Company    Europacific Growth Fund Registered Investment Company           14,906,748

*

   Charles Schwab Trust Company    Personal Choice Retirement Account Self-Directed Brokerage Accounts           4,777,030
                   

          Total Investment Funds           438,548,325
     Participant loans    Interest rate range: 5.00% - 5.25%           6,134,211
                   

          Total Assets (Held At End of Year)         $ 444,682,536
                   


* Party-in-interest
** Cost has been omitted as investments are participant directed.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Moore North America, Inc., the administrator of the Moore North America, Inc. Savings Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MOORE NORTH AMERICA, INC. SAVINGS PLAN

By: MOORE WALLACE NORTH AMERICA, INC.

/s/ Robert Kelderhouse


Name:

 

Robert Kelderhouse

Title:

 

SVP, Treasurer

Date:

 

June 25, 2004

 

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MOOR NORTH AMERICA, INC. SAVINGS PLAN

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
23.2    Deloitte & Touche, LLP Consent of Independent Registered Public Accounting Firm