-----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, HC1hAYqc+eu1mXDezbnva+puJQQSkdbygz2CMUDVH7E8vQxl7TD87DUdZq/p9oti UcWKLoQO7GduNwbhNXBpkg== 0000029924-06-000145.txt : 20060628 0000029924-06-000145.hdr.sgml : 20060628 20060628153119 ACCESSION NUMBER: 0000029924-06-000145 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060628 DATE AS OF CHANGE: 20060628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW JONES & CO INC CENTRAL INDEX KEY: 0000029924 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135034940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07564 FILM NUMBER: 06929928 BUSINESS ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124162000 MAIL ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 11-K 1 dowjonescoinc11k.htm DOW JONES & COMPANY, INC. FORM 11-K Converted by EDGARwiz




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, 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 1-7564




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 28, 2006

By:

 /s/ Thomas W. McGuirl

 

 

 

Thomas W. McGuirl

 

 

 

Chairman , ERISA Plan Committee

 

 

 

Dow Jones & Company, Inc.









Dow Jones

401(k) Savings Plan

December 31, 2005 and 2004



 

 

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, 2005 and 2004, and the changes in net assets available for plan benefits for the year ended December 31, 2005 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 audi t 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 27, 2006









1



Dow Jones

401(k) Savings Plan

Statements of Net Assets Available for Plan Benefits

December 31, 2005 and 2004




 

 

2005

 

2004

 

 

 

 

 

Assets

 

 

 

 

Investment in the Master Trust

$

919,079,722

$

888,692,216

Participant loans

 

13,166,300

 

13,342,134

Total investments

 

932,246,022

 

902,034,350

 

 

 

 

 

Receivables

 

 

 

 

Employer's contribution

 

522,598

 

506,606

Participants' contributions

 

660,017

 

601,014

Total receivables

 

1,182,615

 

1,107,620

 

 

 

 

 

Net assets available for benefits

$

933,428,637

$

903,141,970



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, 2005



Investment income

 

 

Investment gain from the Master Trust

$

   60,073,697

Interest income from participant loans

 

       736,311

Total investment income, net

 

  60,810,008

 

 

 

Additions to net assets attributed to

 

 

Contributions to the Plan

 

 

By the employer

 

  17,000,412

By participants

 

 22,277,241

Total contributions

 

   39,277,653

 

 

 

Rollovers

 

   2,538,796

Total additions

 

102,626,457

 

 

 

Deductions from net assets attributed to

 

 

Benefits paid to participants

 

  (71,248,775)

Loan defaults

 

      (1,059,300)

Administrative expenses

 

        (31,715)

Total deductions

 

  (72,339,790)

Net increase

 

 30,286,667

 

 

 

Net assets available for plan benefits

 

 

Beginning of the year

 

 903,141,970

End of the year

$

933,428,637



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





3



Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2005 and 2004



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 $210,000 (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 2005, the Plan offered 26 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 2005 ranged from 6.5% to 8.5%.  The interest rate on loans granted during 2004 ranged from 5.0% to 6.5%.  Interest rates on participant loans are determined by the Program Committee of the Dow Jones Retirement Program based on the prevailing prime rate.




4



Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2005 and 2004



Payment of Benefits

The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.  Upon 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 the participant attains 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 the Master Trust investment assets and the Master Trust investment activity are 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, 2005 and 2004




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, 2005 and 2004, 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 $31,715 for the year ended December 31, 2005.


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, 2005 and 2004



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 were no contract value reserves established for credit risk of the contract issuers or otherwise as of December 31, 2005 and 2004.  The fair value of the Master Trust’s investment in contracts was $292,561,384 and $305,915,929 as of December 31, 2005 and 2004, respectively.  The average yield was approximately 4.55% and 4.89% for 2005 and 2004, respectively.  The crediting interest rate was approximately 4.33% and 4.60% as of December 31, 2005 and 2004, respectively.  The crediting interest rate is based on a formula agreed upon with the issuers.  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 believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.



9.

Interest in Master Trust


The Plan had approximately an 87.9% and a 90.0% interest in the net assets of the Master Trust at December 31, 2005 and 2004, respectively.




7



Dow Jones

401(k) Savings Plan

Notes to Financial Statements

December 31, 2005 and 2004






The net assets of the Master Trust were as follows:


 

 

 

2005

 

 

2004

Investments at fair value

 

 

 

 

 

 

Cash

 

$

      3,509,311

 

 $

        3,572,896

Mutual Funds

 

 

    662,130,569

 

 

    600,461,438

Company Common Stock

 

 

        2,674,237

 

 

        2,858,864

Money Market Funds

 

 

      84,432,975

 

 

      82,312,247

Participant loans

 

 

      13,448,173

 

 

      13,533,876

 

 

 

 

 

 

 

Guaranteed investment contracts carried at contract value

 

 

 

 

 

 

Guaranteed investment contracts

 

 

    294,518,059

 

 

    299,696,366

 

 

$

  1,060,713,324

 

 $

  1,002,435,687




The net investment income of the Master Trust for the year ended December 31, 2005 was as follows:


Investment results

 

 

 

Investment income

 

 

 

Interest and dividends

$

36,919,544

 

Interest income from participant loans

 

750,937

 

Net appreciation in mutual funds

 

32,629,061

 

Net depreciation in company common stock

 

(410,091

)

Net investment income

$

69,889,451

 







8


EX-23 2 exhibit23.htm EXHIBIT 23 Exhibit 23







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-55079) of Dow Jones & Company, Inc. of our report dated June 27, 2006 relating to the financial statements of Dow Jones 401(k) Savings Plan, which appears in this Form 11-K.




/s/ PricewaterhouseCoopers LLP 

 

PricewaterhouseCoopers LLP

New York, New York

June 27, 2006









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