UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
ý ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
o TRANSITION REPORTED PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001 - 14049
IMS HEALTH INCORPORATED SAVINGS PLAN
(Full title of Plan)
IMS HEALTH INCORPORATED
(Name of Issuer of the Securities held pursuant to the Plan)
1499 POST ROAD, FAIRFIELD, CT 06824
(Address of the Plan and the Issuer’s principal executive office)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation and Benefits Committee of IMS Health Incorporated has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
IMS Health Incorporated Savings Plan
(Name of Plan)
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By: /s/ Nancy E. Cooper |
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Nancy E. Cooper |
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Senior Vice President and Chief Financial Officer, IMS Health Incorporated
Date: June 28, 2004
IMS HEALTH INCORPORATED SAVINGS PLAN
INDEX TO FORM 11-K
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Financial Statements: |
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Statements of Net Assets Available for
Benefits as of |
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Statement of Changes in Net Assets
Available for Benefits for the |
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Supplemental Schedule *: |
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Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of |
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Exhibit 23 – Consent of Independent Registered Public Accounting Firm |
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* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the IMS Health Incorporated Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the IMS Health Incorporated Savings Plan (the “Plan”) at December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 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.
Our audits were 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. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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.
PRICEWATERHOUSECOOPERS LLP
New York, New York
June 25, 2004
1
IMS HEALTH INCORPORATED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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As of December 31, |
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2003 |
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2002 |
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Assets: |
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Investments, at fair value |
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$ |
73,132 |
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$ |
50,850 |
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Investments, at contract value |
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30,232 |
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28,314 |
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Net assets available for benefits |
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$ |
103,364 |
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$ |
79,164 |
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The accompanying notes are an integral part of these financial statements.
2
IMS HEALTH INCORPORATED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Dollar amounts in thousands
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Year Ended |
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Additions to net assets |
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Investment income: |
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Interest and dividend income |
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$ |
1,240 |
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Net appreciation (Note 6) |
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16,482 |
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Total investment income |
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17,722 |
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Contributions: |
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Members |
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7,835 |
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Company |
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2,556 |
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Rollovers |
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406 |
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Total contributions |
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10,797 |
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Total additions |
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28,519 |
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Deductions from net assets |
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Attributed to: |
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Benefits paid to members |
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4,319 |
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Total deductions |
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4,319 |
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Net increase |
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24,200 |
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Net assets available for benefits: |
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Beginning of year |
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79,164 |
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End of year |
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$ |
103,364 |
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The accompanying notes are an integral part of these financial statements.
3
IMS HEALTH INCORPORATED SAVINGS PLAN
The following description of the IMS Health Incorporated Savings Plan (the “Plan”) provides only general information. Participating members (“members”) should refer to the Plan document for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan available to U.S. employees of IMS Health Incorporated (the “Company”) and certain of its subsidiaries. Full-time and regular part-time employees are eligible to participate in the Plan in the first month following their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
NOTE 2. ACCOUNTING POLICIES
The financial statements of the Plan were prepared under the accrual method of accounting.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management and the Plan trustee to make 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 investment income and expenses during the reporting period. The most significant estimates relate to the valuation of investments. Actual results could differ from those estimates.
The Plan provides for various investment options comprised of stocks, bonds, fixed income securities and other investment securities. Certain 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 and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in these risks in the near term could materially affect members’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
The Plan’s investments in guaranteed investment contracts are stated at contract value, which represents the aggregate amount of deposits thereto, plus interest at the contract rate, less withdrawals. Pooled separate accounts are valued by the fund managers based on the asset values of the underlying securities as reported by the funds. Company stock is valued at its quoted market price. 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. Loans are recorded at cost, which approximates fair value.
The Plan presents in the statement of changes in net assets available for benefits, the net appreciation/(depreciation) in the fair value of its investments, which consists of the realized gains or losses, unrealized appreciation/(depreciation) and transaction fees on those investments.
Contributions
A member may elect to contribute 1% to 16% of annual compensation. A member may designate contributions as before-tax or after-tax contributions. A member who is a highly compensated employee may be limited to less than the 16% maximum contribution amount, due to Internal Revenue Code (the “Code”) regulations. For 2003, the limit on before-tax contributions was $12,000.
4
The Company matches an amount equal to 50% of a member’s contributions, up to the first 6%. Member savings in excess of 6% are supplemental savings that are not matched by the Company. Company matching contributions are made in cash and invested in the same investment funds as the member’s own contributions.
Upon enrollment into the plan, a participant may direct the employee contribution into any of the plan investment options. Employer contributions are allocated based upon the participant’s investment elections.
Vesting
Members are 100% vested in the Company’s matching contributions after the third year of employment. A member becomes fully vested in his or her Company contribution account upon retirement, disability, death, or upon reaching age 65. Members are always 100% vested in their own contributions and earnings thereon.
Forfeitures
A member who is not 100% vested in his or her Company contributions and is terminated for reasons other than retirement, death, disability or reaching age 65 shall forfeit his or her non-vested Company contributions. Forfeited amounts are applied to reduce subsequent Company contributions. In the event the employee is subsequently re-employed by the Company prior to incurring 5 consecutive one year breaks in service, such forfeited amount of his or her Company contributions shall be restored to his or her account. During 2003, $80,342 was forfeited and has been used to reduce Company contributions. There is a forfeiture balance of $42,771 as of December 31, 2003, which is available to offset future Company contributions.
Members Loans
Members may borrow from their fund accounts a minimum amount of $500 up to a maximum equal to the lesser of 50% of their vested account balance or $50,000 minus the highest outstanding loan balance they had in the preceding 12 months. The maximum loan term is 57 months or up to 117 months for the purchase of a primary residence. The loans are collateralized by the balances in the member’s accounts and bear interest at the prime rate at the date of the loan as published in The Wall Street Journal plus 2%. Principal and interest are paid on a semi-monthly basis through payroll deductions. The default of a loan is deemed a taxable distribution of the unpaid balance. The loan fund balance, included in investments at fair value, amounted to $1,691,283 and $1,755,751 as of December 31, 2003 and 2002, respectively.
Benefits are recorded when paid. On termination of service due to death, disability, retirement or other reasons, a member may elect to receive a lump sum amount equal to the value of the member’s vested interest in his or her account, or subject to certain conditions, annual installments over a certain period as selected by the Member which does not exceed the Members life expectancy or the joint life expectancies of the Member and the Member’s Beneficiary. Members may also elect to defer distributions subject to certain conditions.
Administrative Expenses
Transaction and investment manager fees for each fund are charged against the Plan’s assets and related rates of return. Trustee fees and other expenses of administering the Plan are paid by the Company.
NOTE 3. PARTIES-IN-INTEREST
At December 31, 2003, a significant portion of the Plan’s assets were invested in Connecticut General Life Insurance Co. (CIGNA) funds. CIGNA’s subsidiary companies, CIGNA Bank and Trust and CIGNA Retirement and Investment Services, also act as the trustee and the record keeper for the Plan and, therefore, these investments qualify as party-in-interest transactions.
At December 31, 2003, the Plan held 261,487 shares of IMS common stock valued at $6,522,833. At December 31, 2002, the Plan held 279,215 shares of IMS common stock valued at $4,493,476.
5
NOTE 4. FEDERAL INCOME TAX
The Internal Revenue Service has determined and informed the Company by a letter dated April 16, 2003, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 5. PLAN TERMINATION
While the Company has not expressed any intent to discontinue its contributions or terminate the Plan, it may do so at any time subject to the provisions of ERISA, as amended and the Code. If this were to occur, all members of the Plan would become fully vested in the amounts in their accounts.
NOTE 6. INVESTMENTS
The following investments represent 5% or more of the net assets available for benefits as of the dates indicated (dollar amounts in thousands):
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December 31 |
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2003 |
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2002 |
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S&P 500 Index Fund * |
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$ |
31,901 |
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$ |
25,931 |
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CIGNA Guaranteed Income Fund * |
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$ |
28,493 |
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$ |
22,146 |
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Small Cap Value/Perkins Wolf McDonnell |
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$ |
11,198 |
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N/A |
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IMS Health Common Stock Fund * |
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$ |
6,523 |
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$ |
4,493 |
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CIGNA Lifetime40 * |
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$ |
6,326 |
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N/A |
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State Street Global Advisors Russell 2000 Index |
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N/A |
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$ |
4,646 |
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Small Cap Value/Berger Fund |
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N/A |
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$ |
4,271 |
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IMS Health Balanced Index Fund – CIGNA * |
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N/A |
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$ |
4,061 |
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* party-in-interest
The net assets available for benefits as of December 31, 2003 are comprised of the following categories of investments (dollar amounts in thousands):
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Pooled separate accounts |
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$ |
96,841 |
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Common stock |
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6,523 |
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Net assets available for benefits |
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$ |
103,364 |
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During 2003, 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 (dollar amounts in thousands):
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Pooled separate accounts |
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$ |
14,083 |
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Common stock |
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2,399 |
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Net appreciation |
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$ |
16,482 |
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Guaranteed Investment Contracts
As of December 31, 2003, the investments at contract value (which consists of the Guaranteed Investment Contracts) had an average yield of 3.9% and an average crediting interest rate of 3.6%. There are no reserves against the contract value for credit risk of the contract issuers or otherwise as of December 31, 2003 and 2002. The contract value of $30,231,753 and $28,313,488 at December 31, 2003 and 2002 respectively, approximates fair value.
6
NOTE 7. SUBSEQUENT EVENT
Effective April 1, 2004, Prudential Financial, Inc. purchased the CIGNA Retirement and Investment Services operations of CIGNA. This transaction had no impact on the 2003 financial statements. For the 2004 Plan year, Prudential will serve as the trustee and record keeper for the IMS Health Incorporated Savings Plan.
7
IMS HEALTH INCORPORATED SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2003
Dollar amounts in thousands
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(b) |
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(c) |
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(d) |
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(e) |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Guaranteed Income Fund |
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$ |
28,493 |
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John Hancock Life Insurance Co. |
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John Hancock - Rate 6.69% Matures on 04/01/2005 |
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895 |
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Metropolitan Life Insurance Co. |
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Metropolitan Life - Rate 6.69% Matures on 10/01/2005 |
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844 |
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Subtotal – Investments At Contract Value |
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30,232 |
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* |
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Connecticut General Life Insurance Co. |
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S&P 500 Index Fund |
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31,901 |
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Connecticut General Life Insurance Co. |
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Small Cap Value/Perkins Wolf McDonnell |
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11,198 |
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* |
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CIGNA Financial Services |
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IMS Health Common Stock Fund |
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6,523 |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Lifetime40 |
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6,326 |
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Connecticut General Life Insurance Co. |
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Templeton Foreign Account |
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4,677 |
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Connecticut General Life Insurance Co. |
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Large Cap Growth/Goldman Sachs |
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3,671 |
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* |
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Participant Loans |
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Member Loans (interest rate range 6.00% to 11.50%) |
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1,691 |
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Connecticut General Life Insurance Co. |
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Large Cap Value/Wellington Management |
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1,646 |
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Connecticut General Life Insurance Co. |
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Mid Cap Value/Wellington Management |
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1,620 |
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Connecticut General Life Insurance Co. |
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Small Cap Growth/TimesSquare |
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1,120 |
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Connecticut General Life Insurance Co. |
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Mid Cap Growth/Artisan Partners |
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1,078 |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Lifetime50 |
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799 |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Lifetime30 |
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511 |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Lifetime20 |
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200 |
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* |
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Connecticut General Life Insurance Co. |
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CIGNA Lifetime60 |
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171 |
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Subtotal – Investments At Fair Value |
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73,132 |
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Total |
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$ |
103,364 |
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* party-in-interest
** cost omitted for participant directed investments
8
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EXHIBIT |
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DESCRIPTION |
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EX - 23 |
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Consent of Independent Registered Public Accounting Firm |
9