SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ý | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005. |
o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to |
| | |
COMMISSION FILE NUMBER: 1-11802
QUEBECOR WORLD (USA) INC.
401(k) PLAN
QUEBECOR WORLD (USA) INC.
291 State Street
North Haven, CONNECTICUT 06473
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive offices)
203-532-4200
(Registrant's telephone number, including area code)
QUEBECOR WORLD (USA) INC. 401(k) PLAN
Financial Statements and Supplemental Schedules
December 31, 2005 and 2004
(With Report of Independent Registered Public Accounting Firm)
QUEBECOR WORLD (USA) INC. 401(k) PLAN
Table of Contents
| Page |
| | | |
Report of Independent Registered Public Accounting Firm | 2 |
Financial Statements: | |
Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004 | 3 |
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2005 and 2004 | 4 |
Notes to Financial Statements | 5-11 |
| |
Supplemental Schedule:* | |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | 12 |
| |
Exhibit | |
Exhibit 23 Consent of KPMG LLP | 13 |
| |
*Certain supplemental schedules to be filed with the Department of Labor in accordance with the Employee Retirement Income Security Act of 1974 have been omitted, as they are not applicable. | |
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2
QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Statements of Net Assets Available for Benefits | |
December 31, 2005 and 2004 | |
| | | | | | | | 2005
| | 2004
| |
Investments, at fair value: | | | | | |
| Mutual funds | | $ | 355,989,792 | $ | 332,957,151 | |
| Common/collective trusts | | 238,858,231 | | 245,413,287 | |
| Quebecor World Inc. Stock Fund | | 5,973,369 | | 5,839,892 | |
| Participants loans | | 31,102,689
| | 31,844,338
| |
| Total investments | | 631,924,081 | | 616,054,668 | |
| | | | | | | | | | |
| Cash | | | | | | 13,409 | | 47,410 | |
| | |
| |
| |
| | | | | | | | | | | |
Receivables: | | | | | | | |
| Employer contributions | | 446,906 | | 316,541 | |
| Employee contributions | | 889,213
| | 886,246
| |
| | Total receivables | | 1,336,119
| | 1,202,787
| |
| | | | | | | | | | | |
| | | | | Net assets available for benefits | $ | 633,273,609
| $ | 617,304,865
| |
See accompanying notes to financial statements. | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
3
QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Statements of Changes in Net Assets Available for Benefits | |
Years ended December 31, 2005 and 2004 | |
| | | | | | | | 2005
| | 2004
| |
Additions: | | | | | | | | |
| Investment income: | | | | | |
| | Dividends and interest income | $ | 24,060,199 | $ | 18,769,057 | |
| | Net appreciation in fair value of investments | | 18,745,914
| | 34,787,154
| |
| | | | | Total investment income | | 42,806,113
| | 53,556,211
| |
| Contributions: | | | | | |
| | Employer | | | 5,165,369 | | 3,444,874 | |
| | Employee | | | 32,640,949 | | 34,533,327 | |
| | Rollover | | | 399,180
| | 794,028
| |
| | | | | Total contributions | | 38,205,498 | | 38,772,229 | |
| Transfers from other plan | | –
| | 2,350
| |
| | | | | Total additions | | 81,011,611
| | 92,330,790
| |
Deductions: | | | | | | | |
| Benefits paid to participants | | (64,836,541 ) | | (66,739,226 ) | |
| Transaction charges | | (206,326 )
| | (307,831 )
| |
| | | | | Total deductions | | (65,042,867 )
| | (67,047,057 )
| |
| | | | | Net increase in net assets | | 15,968,744 | | 25,283,733 | |
Net assets available for benefits: | | | | | |
| Beginning of year | | 617,304,865
| | 592,021,132
| |
| End of year | | $ | 633,273,609
| $ | 617,304,865
| |
See accompanying notes to financial statements. | | | | | |
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4
QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004 | |
|
(1) Description of Plan
The following is a general description of the Quebecor World (USA) Inc. 401(k) Plan (the Plan). Employees should refer to the Plan document for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan that was established on July 1, 1991. The purpose of the Plan is to help provide non-unionized participants and members of a participating bargaining unit (PBU) of Quebecor World (USA) Inc. (the Company and Plan Sponsor) and its affiliates with benefits for their retirement. Non-union, full-time permanent employees are eligible to participate in the Plan upon their first hour of service and upon attaining the age of 18; and non-union, part-time employees can participate following the completion of 1,000 hours of service or one year of service, whichever comes first, and upon attaining the age of 18. PBU employees shall become eligible on the entry date on which the employee satisfies the eligibility requirements set forth in the relevant collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Company is the administrator of the Plan. Merce r Trust Company is the trustee and custodian of the Plan's investments.
(b) Contributions
Up to February 1, 2004, non-union participants had an employer match equal to 50% of the employee's pre-tax contribution, up to a maximum contribution of $1,500 per plan year. Effective February 1, 2004, as part of a cost reduction initiative, the Company temporarily suspended employer matching contributions to the Plan except where required by collective bargaining agreements. The employer contributions for the non-union participants were reinstated and amended effective January 1, 2005. The employer contribution calculation was modified to a 50% match, limited to $500 a year, of all non-union employee pre-tax for all hourly employees contributions with annual salaries under $70,000, and for all salaried employees with annual salaries under $50,000.
Effective July 1, 2002, non-union participants may contribute up to 50% of pre-tax annual compensation subject to certain limitations, as defined in by the Plan. Prior to July 1, 2002, non-union participants could contribute up to 15% of their pre-tax annual compensation subject to certain limitations, as defined by the Plan. Members of a PBU may contribute as permitted by the collective bargaining agreement applicable to the employee and will have an employer match equal to the amount set forth in this agreement.
(c) Participant Accounts
Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and the funds' earnings in which the participant elects to participate. Earnings are allocated by fund based on the ratio of a participant's account invested in a particular fund to all participants' investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004 | |
|
(d) Vesting
Participants hired on or after January 1, 2001 will become 100% vested after three years of service. Participants will automatically become 100% vested if they reach age 59-1/2, die, or become permanently disabled while employed with the Company or its participating affiliates. Participants hired before January 1, 2001 will become vested according to their respective merged plan's vesting schedules, which range from one to five years, as described in the Plan document.
(e) Forfeitures
Upon termination of service of a participant prior to full vestiture, the non-vested portion of the Company's contribution is forfeited and used to pay Plan expenses and/or applied to reduce future employer contributions.
| | | 2005
| | | 2004
| |
Forfeited accounts as of January 1 | | $ | 244,317
| | $ | 158,009
| |
Add: Current year forfeitures | | | 80,509 | | | 276,348 | |
Less: Forfeitures used for: | | | | | | | |
Employer contributions | | | (49,008) | | | (160,803) | |
Plant expenses | | | (142,190)
| | | (29,237)
| |
Forfeited accounts as of December 31 | | $ | 133,628
| | $ | 244,317
| |
These amounts are invested in the Putnam Stable Value Fund.
(f) Investment Elections
Participants may direct the investment of all contributions made to their account balance in any combination of the investment options available, in increments of 1%. Participants may change both their contribution percentage and investment options at any point of time. The investment options available to participants as of December 31, 2005 consisted of the following:
Harbor Capital Appreciation Fund – The fund invests primarily in equity securities with above-average prospects for growth with an aim of long-term capital appreciation. The fund invests principally in common stocks, preferred stocks, rights, and depositary receipts of companies with market capitalization of at least $1 billion.
PIMCO Total Return Fund – The fund invests primarily in investment-grade debt securities, but may invest up to 10% of its assets in high-yield securities.
Morgan Stanley Institutional Fund (MSIF) Small Company Growth Portfolio – The fund invests primarily in growth-oriented equity securities of small companies with an aim of long-term capital appreciation. Market prices for such investments tend to fluctuate more than those of investments in larger, more established companies.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004 | |
|
Putnam Retirement Ready Portfolios – Each Retirement Ready Portfolio has a different target date indicating when the portfolio's investors expect to retire and begin withdrawing assets from their accounts. The dates range from 2010 to 2050 in five-year intervals, with the exception of the Maturity Portfolio, which is designed for participants who are at or near retirement.
All of the Retirement Ready Portfolios are diversified across an array of Putnam mutual funds that invest in different styles and include a mix of stocks, bonds, and capital preservation investments. The Portfolios can invest significantly in foreign securities, which involve certain risks, such as currency fluctuations, economic instability, and political developments.
Putnam Stable Value Fund – The fund invests mainly in investment contracts or similar investments issued by insurance companies, banks, and other financial institutions. To provide liquidity, a portion of the fund's assets is invested in high-quality money market instruments.
Putnam S&P 500 Index Fund – The fund invests in stocks that comprise the Standard & Poor's 500 Composite Stock Price Index either directly or through collective investment trusts.
Neuberger & Berman Genesis Trust Fund – The fund invests primarily in stocks of companies with small market capitalizations.
Fidelity Equity Income Fund – The fund invests primarily in income-producing equity securities.
Quebecor World Inc. Stock Fund – The fund invests in the subordinated voting shares of Quebecor World Inc.
Merrill Lynch International Index Fund – The fund generally invests in a statistically selected sample of equity securities included in the index and in other types of financial instruments. The index is comprised of equities of companies from various industrial sectors whose primary trading markets are located outside the United States, and which are selected from the largest capitalization companies in such markets. This fund is non-diversified.
(g) Participant Loans
An active participant may borrow against his or her vested account balance a minimum of $1,000 up to the lesser of $50,000 or 50% of his or her vested account balance, subject to certain restrictions. Participant loans are charged interest at a fixed rate of 1% plus the prime rate. Loan transactions are treated as a transfer between the investment fund and the loan fund.
(h) Benefits
Upon termination of employment, death, attainment of age 59-1/2, or certain hardships, as defined by the Plan, participants may elect to withdraw amounts from the Plan. Additionally, a participant may withdraw up to a 100% of his or her rollover balance at any time.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004
|
(i) Plan Expenses
The Plan shall pay reasonnable administrative expenses of the Plan.
(2) Summary of Significant Accounting Policies
(a) Accounting Basis
The Plan's financial statements are prepared on the accrual basis of accounting.
(b) Investment Valuation and Income Recognition
The mutual funds and Quebecor World Inc. Stock Fund of the Plan are carried at fair value, which is quoted market value for all investment accounts. The common/collective trusts are carried at fair value, based on a quoted market values and contract values of the underlying investments. Participant loans are carried at cost, which approximates fair value. Purchases and sales are recorded on a trade-date basis; dividends are recorded on the ex-dividend date; and interest is recorded when earned.
(c) Benefits
Benefit payments are recorded by the Plan when they have been approved for payment and paid by the Plan.
(d) 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 certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
(e) Risks and Uncertainties
The Plan provides for various investment options in a number of mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
(f) Reclassifications
Certain previously reported 2004 amounts have been reclassified to conform to the 2005 presentation.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004
|
(3) Investments Exceeding 5% of Net Assets
The following investments represent 5% or more of the Plan's net assets available for benefits as of December 31, 2005 and 2004, respectively:
| | | 2005
| | | 2004
| |
Mutual Funds | | | | | | | |
Fidelity Equity Income Fund | | $ | 91,423,447 | | $ | 95,125,879 | |
Merrill Lynch International Index Fund | | | 34,135,439 | | | – | |
Harbor Capital Appreciation Fund | | | 34,648,873 | | | 32,988,904 | |
Neuberger & Berman Genesis Trust Fund | | | 84,483,170 | | | 67,974,665 | |
| | | | | | | |
Common/Collective Trusts | | | | | | | |
Putnam S&P 500 Index Fund | | | 64,881,465 | | | 66,688,792 | |
Putnam Stable Value Fund | | | 173,976,767 | | | 178,724,495 | |
| | | | | | | |
Participant loans | | | 31,102,689 | | | 31,844,338 | |
The following presents the net appreciation in fair value of investments for the Plan years ended December 31, 2005 and 2004:
| | | 2005
| | | 2004
| |
Net realized/unrealized gain (loss): | | | | | | | |
Mutual Funds | $ | | 18,155,441 | | $ | 23,918,237 | |
Common/collective trusts | | | 2,995,931 | | | 10,577,143 | |
Common stock | | | (2,405,458)
| | | 291,774
| |
| $ | | 18,745,914
| | $ | 34,787,154
| |
(4) Related Party Transactions
Certain Plan investments are in funds managed by Mercer Trust Company, the Plan's trustee. In addition, the Plan invests in the subordinated voting shares of Quebecor World Inc., the parent of the Plan Sponsor, through the Quebecor World Inc. Stock Fund. These transactions qualify as party-in-interest transactions. Fees paid to investment managers are netted against the investment returns in the statement of changes in net assets.
(5) Plan Termination
Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event the Company terminates the Plan, participants will receive a distribution in accordance with the terms and conditions of the Plan agreement.
(6) Tax Status
The Internal Revenue Service has determined and informed the Company by letter dated June 9, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receipt of the letter. The Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004
|
(7) Commitments
Of the total net assets available for benefits at December 31, 2005, $146,132,068 relates to accounts of participants who have terminated employment with the Company but who have not elected to receive distributions of their benefits. Such distributions can occur upon request of the terminated participant.
(8) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2004 to Form 5500:
Net assests available for benefits per the financial statements | $ | | 617,304,865 | |
Less: Additional employer contributions receivable | | | (293,021) | |
Less: Additional employee contributions receivable | | | (549,903)
| |
Net assets available for benefits per Form 5500 | $ | | 616,461,941
| |
The following is a reconciliation of employer contributions per the financial statements for the years ended December 31, 2005 and 2004, to Form 5500:
2005 Employer contributions per the financial statements | $ | | 5,165,369 | |
Add: Additional employer contributions receivable at December 31, 2004 | | | 293,021
| |
2005 Employer contributions per Form 5500 | $ | | 5,458,390
| |
2004 Employer contributions per the financial statements | $ | | 3,444,874 | |
Less: Additional employer contributions receivable at December 31, 2004 | | | (293,021) | |
Add: Employer contributions receivable at December 31, 2003 | | | 332,389
| |
2004 Employer contributions per Form 5500 | $ | | 3,484,242
| |
The following is a reconciliation of employee contributions per the financial statements for the years ended December 31, 2005 and 2004, to Form 5500:
2005 Employee contributions per the financial statements | $ | | 32,640,949 | |
Add: Additional employee contributions receivable at December 31, 2004 | | | 549,903
| |
2005 Employee contributions per Form 5500 | $ | | 33,190,852
| |
2004 Employee contributions per the financial statements | $ | | 34,533,327 | |
Less: Additional employee contributions receivable at December 31, 2004 | | | (549,903) | |
Add: Employee contributions receivable at December 31, 2003 | | | 822,182
| |
2004 Employee contributions per Form 5500 | $ | | 34,805,606
| |
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Notes to Financial Statements | |
Years ended December 31, 2005 and 2004
|
(9) Subsequent EventsOn June 9, 2006, the Pension Committee of Quebecor World Inc., the Parent of the Plan Sponsor, approved the elimination of the Quebecor World Inc. Stock Fund as an investment option for participants effective October 1, 2006. No new contributions to this fund will be accepted after this date. Also effective October 1, 2006, the Pension Committee will increase the employer matching contribution to 100% of employee contributions, subject to a limit of 2% of annual compensation. Additionally, effective October 1, 2006, there will be a further employer contribution equal to 2% of annual compensation for each eligible non-union employee actively employed on December 31 of each Plan year.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN | |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | |
December 31, 2005 | |
(a) | | (b) | | (c) | | (d) | | (e) | |
| | Identity of issuer, borrower, | | Description of | | | | Current | |
| | lessor, or similar party
| | investment
| | Cost
| | value
| |
| | | | | | | | | | | | | |
| | Harbor | | | | Harbor Capital Appreciation Fund, 1,060,896 shares | | ** | $ | 34,648,873 |
| | Merrill Lynch | | | Merrill Lynch Intl IDX Fund, 2,737,405 shares | | ** | $ | 34,135,439 |
| | Morgan Stanley | | MSIF inc. Small Company Growth Fund, 2,391,342 shares | | ** | | 29,437,420 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity Fund, 58,444 shares | | ** | | 3,315,517 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2010 Fund, 113,573 shares | | ** | | 6,912,028 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2015 Fund, 127,114 shares | | ** | | 8,281,452 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2020 Fund, 167,681 shares | | ** | | 11,697,437 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2025 Fund, 142,509 shares | | ** | | 10,196,484 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2030 Fund, 90,617 shares | | ** | | 6,637,671 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2035 Fund, 42,640 shares | | ** | | 3,185,667 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2040 Fund, 15,822 shares | | ** | | 1,206,936 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2045 Fund, 9,397 shares | | ** | | 720,668 |
* | | Putnam Investments | | Putnam Retirement Ready Maturity 2050 Fund, 174 shares | | ** | | 9,583 |
| | Neuberger and Berman | | Neuberger & Berman Genesis Trust Fund, 1,740,127 shares | | ** | | 84,483,170 |
* | | Putnam Investments | | Putnam Stable Value Fund, 173,976,767 units | | ** | | 173,976,767 |
* | | Putnam Investments | | Putnam S&P 500 Index Fund, 2,016,831 shares | | ** | | 64,881,465 |
* | | Quebecor World Inc. | | Quebecor World Inc. Stock Fund, 439,541 shares | | ** | | 5,973,369 |
| | Pacific Investment Management Co. | | Pimco Total Return Fund, 2,828,381 shares | | ** | | 29,698,002 |
| | Fidelity | | | | Fidelity Equity Income Fund, 1,732,161 shares | | ** | | 91,423,447 |
* | | Participant loans | | Loans, ranging 0-5 years maturity with interest rates of 5% to 10.5% | | | | 31,102,689
|
| | | | | Total investments | | | | | $ | 631,924,081
|
* | | Party-in-interest as defined by ERISA. | | | | | |
** | | In column (d), cost information may be omitted with respect to participant or beneficiary directed transactions under an individual account plan. | | | | | |
| | | | | | | |
| | | | | |
See accompanying report of independent registered public accounting firm. | | | | | |
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EXHIBIT 23
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | QUEBECOR WORLD (USA) INC. |
| | By: | /s/ David McCarthy |
| | Name: | David McCarthy |
| | Title: | President |
| | | |
| | Dated: | June 29, 2006 |