11-K 1 dowjones401ksavingsplanfsdra.htm DOW JONES & CO. FORM 11-K DOW JONES EMPLOYEE BENEFITS PLAN TRUST



UNITED STATES

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 fiscal year ended December 31, 2004

  
 

OR

  

[ ]

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

  
 

For the transition period from ___________ to ____________

  
  

Commission file number 1-7564




A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

  
 

DOW JONES 401(k) SAVINGS PLAN


       

B.  

 Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

  
 

DOW JONES & COMPANY, INC.

 

200 LIBERTY STREET, NEW YORK, NEW YORK 10281

      









SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee appointed by the Board of Directors of Dow Jones & Company, Inc., as administrator of the Plan, has duly caused this annual report to be signed by the undersigned thereunto duly authorized.





    

DOW JONES 401(k) SAVINGS PLAN

     
     

Date:

June 23, 2005

 

By:

 /s/ Thomas W. McGuirl

    

Thomas W. McGuirl

    

C hairman , ERISA Plan Committee

    

Dow Jones & Company, Inc.





Dow Jones

401(k) Savings Plan

December 31, 2004 and 2003




  

INDEX

Page

  

Report of Independent Registered Public Accounting Firm

1

  

Financial Statements*:

 

Statements of Net Assets Available for Plan Benefits

2

Statement of Changes in Net Assets Available for Plan Benefits

3

Notes to Financial Statements

4

  

EXHIBIT

Exhibit Number

  

Consent of Independent Registered Public Accounting Firm

23




*

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 (“ERISA”) have been omitted because they are not applicable.









Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
Dow Jones 401(k) Savings Plan

In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of Dow Jones 401(k) Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the changes in net assets available for plan benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.  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 of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


/s/PricewaterhouseCoopers LLP

New York, New York

June 24, 2005






1


Dow Jones

401(k) Savings Plan

Statements of Net Assets Available for Plan Benefits

December 31, 2004 and 2003





  

2004

 

2003

     

Assets

    

Investment in the Master Trust

$

888,692,216

$

852,948,049

Participant loans

 

13,342,134

 

12,235,073

Total investments

 

902,034,350

 

865,183,122

     

Receivables

    

Employer's contribution

 

506,606

 

361,881

Participants' contributions

 

601,014

 

469,078

Total receivables

 

1,107,620

 

830,959

  

 

 

 

Net assets available for benefits

$

903,141,970

$

866,014,081



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


2


Dow Jones

401(k) Savings Plan

Statement of Changes in Net Assets Available for Plan Benefits

December 31, 2004 and 2003





Investment income

   

Investment gain from the Master Trust

 

$

   62,947,027

Interest income from participant loans

  

       719,073

Total investment income, net

  

   63,666,100

    

Additions to net assets attributed to

   

Contributions to the Plan

   

By the employer

  

   16,609,410

By participants

  

   20,195,037

Total contributions

  

   36,804,447

    

Rollovers

  

     1,104,966

Total additions

  

 101,575,513

    

Deductions from net assets attributed to

   

Benefits paid to participants

  

  (63,593,956)

Loan defaults

  

      (834,722)

Administrative expenses

  

        (18,946)

Total deductions

  

  (64,447,624)

Net increase

  

   37,127,889

    

Net assets available for plan benefits

   

Beginning of the year

  

 866,014,081

End of the year

 

$

 903,141,970



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


3


Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2004 and 2003



1.

Description of Plan

The following description provides only general information of the Dow Jones 401(k) Savings Plan (the “Plan”).  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan, and covers eligible employees of Dow Jones & Company Inc. and certain of its subsidiaries and affiliates (“Dow Jones” or the “Company”).  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).  Eligible employees are enrolled in the Plan on January 1st or July 1st after completing six months of service.

Contributions

The Plan provides eligible employees with (1) a fixed company contribution equal to 3% of covered compensation up to $205,000 (the compensation limit set by the IRS), (2) the opportunity to make employee pre-tax savings contributions of up to 10% and, effective July 1, 2002, 40% of covered compensation (subject to IRS limitations), and (3) a 100% company match on those employee contributions up to the first 2% of covered compensation (subject to IRS limitations).

Investment Options

All contributions are participant directed.  The Plan provides for a number of investment options.  During 2004, the Plan offered 28 mutual funds in addition to the Dow Jones Stock Fund and the Dow Jones Investment Contract Fund.

Vesting

Participants are fully vested in the amount credited to their accounts at all times.

Loan Fund

Plan participants who are active employees can borrow from their individual Plan accounts excluding their voluntary after-tax contributions amount.  The minimum amount a participant can borrow is $1,000 and the maximum is the lesser of $50,000 (reduced by the highest outstanding loan balance during the previous 12 months) or 50% of the total value of the participant’s Plan accounts, including voluntary after-tax contributions account, but reduced by any prior outstanding loan balances on the date of the loan.

The participant’s note held by the Loan Fund is pledged as collateral for the loan.  Loan terms range from one to five years or up to ten years for the purchase of a principal residence.  Loans bear interest at rates comparable to lending institution rates.  The interest rate on loans granted during 2004 ranged from 5.0% to 6.5%.  The interest rate on loans granted during 2003 ranged from 5.0% to 5.5%.  Interest rates on participant loans are determined by the Program Committee of the Dow Jones Retirement Program based on the prevailing prime interest rate.




4


Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2004 and 2003



Payment of Benefits

The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.  On termination of employment due to death, retirement or other reasons, a participant or his or her beneficiary is entitled to receive the value of the funds allocated to the participant’s account, in one of the following forms of payment:  single distribution, partial payment distributions, quarterly or annual installments, or through annuity contract with an insurance company.

A participant may also elect the date on which any distribution shall commence, provided such date shall be no later than December 31 of the year of this attainment of age 70-1/2.  A participant electing quarterly or annual installments also may elect periodic partial single payment distributions.  Inactive participants do not participate in subsequent allocations of employer contributions.

Loan Defaults

Loan defaults are recorded as taxable participant distributions at the time of cancellation.

Administrative Expenses

Trustee fees of the Plan are paid by the Plan.  All other administrative fees are paid by the Company.

Master Trust

The assets of the Plan are maintained, for investment purposes only, on a commingled basis with the assets of the Dow Jones Money Purchase Retirement Plan in the Dow Jones Profit Sharing Retirement Plan Trust (the “Master Trust”).  The plans do not own specific Master Trust assets but rather maintain beneficial interests in such assets.  A portion of trust investment assets and trust investment activity is allocable to each plan based upon each Plan’s net assets in relation to the total Master Trust net assets.  Allocations are performed on a daily basis.  Participant loans and related interest income represent specific loans of participants under the respective Plan.

2.

Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting, except for benefit payments, which are recorded when paid.

Investment Valuation and Income Recognition

The investments are held by the Plan’s trustee, Fidelity Management Trust Company (“Fidelity”).  The following policy applies to these investments and any related income earned.



5


Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2004 and 2003




The investment funds are valued at the net asset value as reported by the fund managers.  Fair values of the underlying investments are based upon the latest published market quotations, where available.  The common shares of the Company are valued at their fair value on December 31, 2004 and 2003, as determined by their quoted market prices.  Fair values of investments not having an established market are determined by the fund managers by reference to quoted market values and other financial data pertaining to investments of a similar nature, quality, and yield as determined by the fund managers.  Investments in benefit – responsive contracts with financial institutions are valued at contract value.

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

The Plan presents, within investment income/loss in the statement of changes in net assets available for plan benefits, the net appreciation (depreciation) in the fair value of its investments and interest and dividends.  Net appreciation (depreciation) in the fair value of investments consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.  Interest and dividends, consists of interest earned on the investment contract fund and dividends earned on the various investments.

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 benefits and changes there in.  Actual results could differ from those estimates.

3.

Related Party Transactions

Certain Plan investments are shares of mutual funds managed by Fidelity Management & Research Co., an affiliate of Fidelity.  Fidelity is the trustee as defined by the Plan and, therefore, investments in these mutual funds qualify as party-in-interest transactions.  Trustee fees paid by the Plan amounted to $18,946 for the year ended December 31, 2004.

4.

Concentrations of Credit Risk

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of investment contracts with financial institutions.  These investment contracts typically are uncollateralized contractual obligations under which the issuer agrees to pay a specific rate of interest for a fixed period of time and to repay principal at maturity.  The investment contract fund seeks to place its contracts with high-credit quality institutions, limiting the amount of credit exposure to any one financial institution.



6


Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2004 and 2003



5.

Risk and Uncertainties

The Plan provides for various investment options in investment securities.  Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk and overall market volatility.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value 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 and the statement of changes in net assets available for benefits.

6.

Contracts with Insurance Company and Banks

The Master Trust contains a fund invested in Guaranteed Investment Contracts (“GICS”) with various banks and an insurance company, which are managed by Fidelity Management Trust Company.  The contracts are included in the financial statements at contract value because they are fully benefit - responsive, which represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

There are no contract value reserves established for credit risk of the contract issuers or otherwise as of December 31, 2004 and 2003.  The fair value of the Master Trust’s investment in contracts was $305,915,929 and $310,763,268 as of December 31, 2004 and 2003, respectively.  The average yield was approximately 4.89% and 5.43% for 2004 and 2003, respectively.  The crediting interest rate was approximately 4.60% and 5.15% as of December 31, 2004 and 2003, respectively.  The crediting interest rate is based on a formula agreed upon with the issuer.  Such rates are reviewed on a quarterly basis for resetting.

7.

Plan Termination

Although the Plan sponsor has not expressed any intent to terminate the Plan, it has the right to do so at any time, subject to the provisions of ERISA.

8.

Federal Income Taxes

The Internal Revenue Service (“IRS”) has issued a determination letter dated July 16, 2002, indicating that the Plan qualifies under Section 401(a) of the Internal Revenue Code (“IRC”) and, therefore, the Plan is not subject to tax under Section 501(a) of the IRC.  The Plan is required to operate in conformity with the IRC to maintain its qualification.  The Plan’s sponsor is not aware of any course of action or series of events that have occurred that might adversely affect the Plan’s qualified status.  Accordingly, no provision for federal income taxes has been made.




7


Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2004 and 2003




9.

Interest in Master Trust

The Plan has approximately a 90.0% and a 92.3% interest in the net assets of the Master Trust at December 31, 2004 and 2003, respectively.

The net assets of the Master Trust are as follows:

   

2004

  

2003

Investments at fair value

      

Cash

 

$

        3,572,896

 

 $

     2,134,632

Mutual Funds

  

    600,461,438

  

  540,523,889

Company Common Stock

  

        2,858,864

  

     3,221,811

Money Market Funds

  

      82,312,247

  

   83,247,274

Participant loans

  

      13,533,876

  

   12,295,862

       

Guaranteed investment contracts carried at contract value

      

Guaranteed investment contracts

  

    299,696,366

  

  297,413,485

  

$

  1,002,435,687

 

 $

  938,836,953


The net investment income of the Master Trust for the year ended December 31, 2004 are as follows:

Investment results

   

Investment income

   

Interest and dividends

 

$

      27,511,166

Interest income from participant loans

  

           725,639

Net appreciation in mutual funds

  

     42,541,331

Net depreciation in company common stock

  

         (376,479)

Net investment income

 

$

      70,401,657




8