-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BvyVz1L+YmqjD9RcIH7CJnwqyhkUk8X5MMLuQ27qo8lnUk6doKIuyfMf8DVMjY2o DHAS5X6t/4sl0Y1LyDEalQ== 0000107140-06-000060.txt : 20060629 0000107140-06-000060.hdr.sgml : 20060629 20060629112545 ACCESSION NUMBER: 0000107140-06-000060 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILEY JOHN & SONS INC CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11507 FILM NUMBER: 06932233 BUSINESS ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 BUSINESS PHONE: 2017486000 MAIL ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 11-K 1 a11kdec2005.txt ANNUAL 11-K 2006 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2005 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from -------- to -------- Commission file number 1-11507 ------------------- JOHN WILEY & SONS, INC. EMPLOYEES' SAVINGS PLAN - -------------------------------------------------------------------------------- JOHN WILEY & SONS, INC. 111 River Street, Hoboken, NJ 07030 John Wiley & Sons, Inc. Employees' Savings Plan Index to Financial Statements and Schedule Page No. -------- Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2005 and 2004 3 Notes to Financial Statements 4 - 8 Supplemental Schedule:* Schedule H, Line 4i - Schedule of Assets (Held at End of Year), as of December 31, 2005 9 Signature 10 Exhibits: 23 Consent of Independent Registered Public Accounting Firm 11 * - Schedule required by Form 5500. Those that are not applicable are not included. - 1 - Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Plan Administrator of the John Wiley & Sons, Inc. Employees' Savings Plan: We have audited the accompanying statements of net assets available for benefits of the John Wiley & Sons, Inc. Employees' Savings Plan ("the Plan") as of December 31, 2005 and 2004, 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 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, 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, 2005 and 2004, and the changes in net assets available for benefits for the years then ended, in conformity with U. S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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/ KPMG LLP New York, New York June 28, 2006 - 2 - John Wiley & Sons, Inc. Employees' Savings Plan Statements of Net Assets Available for Benefits December 31, 2005 and 2004 2005 2004 ------ ------ Investments, at Fair Value (Notes 2 and 3) $143,148,016 $122,253,445 Participant Loans 2,469,390 2,183,946 ----------- ----------- Net Assets Available for Benefits $145,617,406 $124,437,391 =========== =========== The accompanying notes are an integral part of the financial statements. - 3 - John Wiley & Sons, Inc. Employees' Savings Plan Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2005 and 2004
December 31, 2005 2004 ------ ------ Additions: Realized and unrealized appreciation on investments: (Notes 2 and 3) Unrealized gain on investments $ 4,412,155 $ 9,770,273 Net realized gain from investment transactions 220,243 204,635 ------------ ------------ Net appreciation in fair value of investments 4,632,398 9,974,908 Interest and dividend income 5,002,861 2,815,823 Interest on participant loans 87,820 79,085 Contributions: Participant 9,853,829 9,129,572 Employer 2,930,046 2,446,462 ------------ ------------ Total contributions 12,783,875 11,576,034 ------------ ------------ Merger of Plan Assets (Note 5) 5,759,225 - ------------ ------------ Total Additions 28,266,179 24,445,850 ------------ ------------ Deductions: Benefit payments 6,868,555 6,350,450 Cancelled loans of terminated participants 217,609 58,064 ------------ ------------ Total Deductions 7,086,164 6,408,514 ------------ ------------ Net Increase 21,180,015 18,037,336 Net Assets Available for Benefits, beginning of year 124,437,391 106,400,055 ------------ ------------ Net Assets Available for Benefits, end of year $145,617,406 $124,437,391 ============ ============
The accompanying notes are an integral part of the financial statements. - 4 - John Wiley & Sons, Inc. Employees' Savings Plan Notes to Financial Statements December 31, 2005 and 2004 (1) Description of the Plan: ------------------------ The following represents the major provisions of the John Wiley & Sons, Inc. Employees' Savings Plan (the "Plan"), as amended. Employees should refer to the section entitled "Your Retirement Program" in their employee handbook for more detailed information. General - The Plan is a defined contribution plan that covers employees of John Wiley & Sons, Inc. (the "Company"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Administration - The Benefits Administration Board of John Wiley & Sons, Inc., (the "Plan Administrator") administers the Plan. The Company's Board of Directors appoints the members of the Benefits Administration Board. Vanguard Fiduciary Trust Company ("VFTC") holds the Plan's assets in trust. The Plan's assets are managed by an affiliate of VFTC and by Friess Associates. The Company pays the Plan's administrative expenses. Eligibility - Each employee is eligible to participate in the Plan on the first day of the calendar quarter after completion of six months of service, or the first day of any month thereafter. Vesting - A participant's contribution plus actual earnings thereon is fully vested and non-forfeitable at all times. The Company's contribution plus actual earnings thereon becomes fully vested to the participant upon attaining age 65, at retirement, upon total disability or death, or upon completion of three years of participation or three years of service. After one year but less than two years of participation, 34% of the Company's contribution becomes vested. After two years but less than three years of participation, 67% of the Company's contribution becomes vested. After three years of participation or three years of service, 100% of the Company's contribution becomes vested. Contributions - A participant designates between 2% and 25% of his or her base salary plus overtime, which is withheld from the participant's payroll check, to be invested in funds chosen by the participant. Subject to certain limitations prescribed by the Internal Revenue Service (the "IRS"), the Company contributes an amount equal to 100% of the first 2% of each participant's contribution plus 25% of the next 4% contributed. - 5 - No more than 10% of a participant's compensation can be a "deferred cash contribution", that is, a reduction in the participant's compensation and therefore tax-deferred. The deferred cash contribution of a participant under the age of 50 cannot exceed an amount set annually by the IRS, which in 2005 amounted to $14,000. Subject to certain limitations prescribed by the IRS, participants over 50 years of age can make "catch up" contributions. In 2005, participants over 50 years of age could contribute a maximum of $18,000. Forfeitures - Participants who are not fully vested at the time they terminate their employment forfeit the non-vested portion of their account at the time of termination. However, the non-vested amount will be restored to the participant's account if the participant is re-employed within 5 years. The amounts forfeited are used to reduce the Company's contribution. In 2005, no forfeitures were used to reduce Company contributions. In 2004, the Company's contributions were reduced by $312,605, as a result of such forfeitures. At December 31, 2005, forfeitures totaling $89,082 were available to reduce future Company contributions versus $10,682 at December 31, 2004. Investment Options - Funds in which contributions can be invested, as well as each fund's investment objective, are described below. o the Vanguard Indexed 500 Fund seeks long-term growth of capital and income from dividends by investing in all 500 stocks that comprise the S & P 500 index o the Vanguard Wellington Fund invests in a diversified and balanced portfolio of bonds and common stocks, seeking income and long-term growth of capital without undue risk o the Brandywine Fund seeks long-term capital appreciation. It invests primarily in the stocks of companies that have proven records of profitability and strong earnings momentum o the Vanguard Explorer Fund, seeking long-term growth of capital, invests primarily in common stocks of small capitalization companies with prospects for above-average growth o the Vanguard Federal Money Market Fund seeks to maintain a stable share price and a high level of income by investing in short-term securities issued by the U. S. Government and its agencies o the Vanguard Total Bond Market Index Fund seeks a high level of interest income by investing in a large sampling of bonds that match the key characteristics of the Lehman Brothers Aggregate Bond index o the Vanguard International Growth Fund invests primarily in the stocks of established non-U. S. issuers in order to achieve long-term growth of capital o the Vanguard Windsor II Fund invests in the common stocks of a diversified group of out-of-favor stocks of large-capitalization companies, seeking long-term growth of capital and income from dividends o the Vanguard Morgan Growth Fund seeks long-term growth of capital, investing primarily in stocks of large and medium-sized companies that have strong records of growth in sales and earnings or that have performed well during certain market cycles o the Wiley Stock Fund invests solely in the Class A Common Stock of the Company and seeks long-term growth of capital through increases in the value of the stock and the reinvestment of its dividends. Investment of Contributions - A participant can invest his or her contribution and the Company's matching contribution in 1% multiples among any combination of ten available investment options, which include a choice of nine mutual funds and the Wiley Stock Fund, provided that contributions to the Wiley Stock Fund do not exceed 25% of the participant's total contribution. Participants deemed subject to the short swing profit recovery provisions of Section 16(b) of the Securities Exchange Act of 1934 are prohibited from investing in the Wiley Stock Fund. - 6 - A participant is permitted to change the allocation of his or her contribution daily. Subject to certain limitations imposed by VFTC, a participant can transfer existing fund balances to other investment options daily. Payment of Benefits - Withdrawals by participants of their account balances are permitted when the participant reaches age 59 1/2, proves financial hardship or terminates his or her employment. Withdrawals of contributions that are not tax-deferred can be made as often as twice each calendar year. Termination of Employment - Upon termination of employment, a participant has the option of receiving the balance in his or her account as an immediate or deferred lump sum, in installments, or by a direct "roll over" into an individual retirement account or another qualified plan. If the participant's balance is at least $5,000, it may be left in the Plan. Terminated participants who elect to leave their account balance in the Plan retain the same rights to transfer balances between funds as active participants. Participants who retire (a) on disability, (b) at age fifty-five or later with ten or more years of service, or (c) at age sixty-five or later may elect to receive a lump-sum cash payment, or annual or monthly installments over a five, ten, or fifteen year period. Annual installments begin one year after termination; monthly installments begin immediately. The installment payments are made in equal amounts, and each includes income credited to the participant's account balance before the installment amount is calculated. Participant Loans - Participants may borrow from the vested portion of their account, and then repay the loan with interest through payroll deductions. The interest rates on loans outstanding at December 31, 2005 ranged from 2.52% to 11.0% per annum. The length of such loans is generally 5 years but loans to purchase a primary residence may be up to 20 years in length. Loans are limited to a minimum of $1,000 and a maximum of the lesser of 50% of the participant's vested balance, or $50,000 reduced by any outstanding loans. The amounts due from participants under the loan provisions of the Plan, including accrued interest, are shown in the accompanying financial statements. (2) Summary of Significant Accounting Policies: ------------------------------------------- Method of Accounting - The books and records of the Plan are maintained on an accrual basis. Use of Estimates - The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. Investments Valuation and Income Recognition - The Plan's investments are stated at fair value. Shares of mutual funds of registered investment companies are valued at quoted market prices and represent the net asset value of shares held by the Plan at year-end. The Company stock fund is valued at its year-end unit closing price (comprised of year-end market price plus any un-invested cash position). Participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. - 7 - 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. Payment of Benefits - Benefits are recorded when paid. (3) Fair Value of Investments: -------------------------- The fair values of investments that represent 5% or more of the Plan's net assets on December 31, 2005, and the comparable values on December 31, 2004, are as follows:
2005 2004 ------- -------- Vanguard Wellington Fund $28,915,326 $26,610,577 Vanguard Indexed 500 Fund 27,927,182 25,601,787 Vanguard Explorer Fund 15,731,193 13,876,244 Brandywine Fund 13,530,280 11,318,694 Vanguard Total Bond Market Index Fund 12,053,938 11,057,245 Vanguard Federal Money Market Fund 11,766,537 10,559,239 Wiley Stock Fund 11,472,741 9,382,551 Vanguard Windsor II Fund 8,631,043 4,597,358 Vanguard International Growth Fund 8,606,784 6,230,992
During 2005 and 2004, the Plan's investments (including gains and losses on investments bought and sold as well as held during the year) appreciated in value as follows:
2005 2004 ------ ------ Mutual Funds $3,484,592 $7,722,207 Wiley Stock Fund 1,147,806 2,252,701 ----------- ----------- Net Appreciation $4,632,398 $9,974,908
(4) Tax Status: ----------- In June of 2002, the Company received a favorable determination letter from the IRS indicating that the Plan and related trust are designed in accordance with Section 401 (a) of the Internal Revenue Code (the "IRC"). The Plan has been amended on various dates since the determination letter was originally filed with the IRS. However, the Plan Administrator and the Plan's legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (5) Plan Merger: ------------ On November 30, 2005, all the assets of the Sybex Inc. Profit Sharing and 401 (k) Plan (the "Sybex Plan") totaling $5,759,225 were merged with the assets of the Plan. This included investments in mutual funds of $5,743,488 and participant loans receivable of $15,737. The Company had acquired substantially all the assets of Sybex, Inc. in May 2005 and planned to merge the plans as soon as possible. - 8 - (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 percent vested in their accounts. (7) Related Party Transactions: --------------------------- Certain of the Plan's investments consist of shares of mutual funds managed by an affiliate of VFTC. VFTC acts as Trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions that are exempt from the prohibited transaction rules. - 9 - John Wiley & Sons, Inc. Employees' Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2005 EIN:13-5593032 Plan Number: 002
(a) (b) (c) (e) --- --- --- --- Identity of Issue Description Current Value ----------------- ----------- ------------- * Vanguard Wellington Fund Registered Investment Company $ 28,915,326 * Vanguard Indexed 500 Fund Registered Investment Company 27,927,182 * Vanguard Explorer Fund Registered Investment Company 15,731,193 Brandywine Fund Registered Investment Company 13,530,280 * Vanguard Total Bond Market Index Fund Registered Investment Company 12,053,938 * Vanguard Federal Money Market Fund Registered Investment Company 11,766,537 * Wiley Stock Fund Company Stock Fund 11,472,741 * Vanguard Windsor II Fund Registered Investment Company 8,631,043 * Vanguard International Growth Fund Registered Investment Company 8,606,784 * Vanguard Morgan Growth Fund Registered Investment Company 4,512,992 * Participant Loans 428 loans to participants with interest rates from 2.52% to 11.0% and maturity dates from 2006 to 2025 2,469,390 --------- Total Investments $ 145,617,406
* - Indicates a party - in - interest to the Plan See Report of Independent Registered Public Accounting Firm - 10 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Administration Board of John Wiley & Sons, Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. John Wiley & Sons, Inc. Employees' Savings Plan ----------------------- (Registrant) By: /s/ Walter J. Conklin --------------------------- Walter J. Conklin Vice President and Treasurer Benefits Administration Board Member - 11 - Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Administrator of the John Wiley & Sons, Inc. Employees' Savings Plan We consent to the incorporation by reference in the Registration Statement Nos. 333-123359, 333-93691, 33-60268, 2-65296, 2-95104, 33-29372, and 33-62605 on Form S-8 of John Wiley & Sons, Inc. of our report dated June 28, 2006, with respect to the statements of net assets available for benefits of the John Wiley & Sons, Inc. Employees' Savings Plan as of December 31, 2005 and 2004, the related statements of changes in net assets available for benefits for the years then ended, and related supplemental schedule, which report appears in the December 31, 2005 annual report on Form 11-K of the John Wiley & Sons, Inc. Employees' Savings Plan. /s/ KPMG LLP New York, New York June 28, 2006 -----END PRIVACY-ENHANCED MESSAGE-----