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United States Securities and Exchange Commission Form 10-K the Reader's Digest Association, Inc

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United States Securities and Exchange Commission Form 10-K the Reader's Digest Association, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2008 ፬ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-10434 THE READER'S DIGEST ASSOCIATION, INC. (Exact name of Registrant as Specified in Charter) Delaware 13-1726769 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) Reader's Digest Road 10570 Pleasantville, New York (Zip Code) (Address of Principal Executive Offices) (914) 238-1000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ፬ No ፤ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ፤ No ፬ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፬ No ፤ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. ፤ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ፬ Accelerated filer ፬ Non-accelerated filer ፤ Smaller reporting company ፬ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ፬ No ፤ The aggregate market value of the registrant's voting stock held by non-affiliates is zero. The registrant is a privately held corporation. There were 1,000 shares of the registrant's Common Stock outstanding as of September 15, 2008. DOCUMENTS INCORPORATED BY REFERENCE None THE READER'S DIGEST ASSOCIATION, INC. ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2008 INDEX Page PART I Item 1. Business 2 Item 1A. Risk Factors 22 Item 1B. Unresolved Staff Comments 40 Item 2. Properties 41 Item 3. Legal Proceedings 41 Item 4. Submission of Matters to a Vote of Security Holders 41 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. Selected Financial Data 42 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. Financial Statements 64 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 64 Item 9A(T). Controls and Procedures 64 Item 9B. Other Information 65 PART III Item 10. Directors, Executive Officers and Corporate Governance 66 Item 11. Executive Compensation 70 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13. Certain Relationships and Related Transactions, and Director Independence 99 Item 14. Principal Accountant Fees and Services 101 PART IV Item 15. Exhibits and Financial Statement Schedules 102 1 PART I DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS Portions of the information in this annual report, including, but not limited to, those set forth under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", and certain oral statements made from time to time by representatives of The Reader's Digest Association, Inc. may be considered "forward-looking statements." Forward-looking statements can be identified by the use of forward-looking terminology, including words such as "prospects," "outlook," "believes," "estimates," "intends," "may," "will," "should," "anticipates," "expects" or "plans," or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategy or risks and uncertainties. These forward-looking statements include all matters that are not historical facts. They relate to, without limitation, our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, plans, objectives and the industry in which we operate. Forward-looking statements are inherently subject to risks, trends and uncertainties, many of which are beyond our ability to control or predict with accuracy and some of which we might not even anticipate, because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that our expectations will be achieved. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments in subsequent periods. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Important factors that may cause actual results to differ materially from forward-looking statements include, but are not limited to, the risks and uncertainties set forth in this report in "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Any forward-looking statements that we make in this annual report speak only as of the dates of such statements. We assume no obligation to update or supplement any forward-looking statements that may become untrue because of subsequent events, whether because of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. ITEM 1. BUSINESS All references in this report to "Reader's Digest," "RDA," the "Company," "we," "us" or "our" mean, unless the context indicates otherwise, The Reader's Digest Association, Inc., and its subsidiaries on a consolidated basis. We report on a fiscal year that begins on July 1. The Acquisition Transaction We were acquired on March 2, 2007, by an investor group consisting of entities advised by or affiliated with Ripplewood Holdings LLC ("Ripplewood"), J. Rothschild Group (Guernsey) Ltd., GoldenTree Asset Management, LP, GSO Capital Partners, Merrill Lynch Capital Corp., and Magnetar 2 Capital (collectively, the "Sponsors"). The acquisition was consummated through a merger of Doctor Acquisition Co. ("Acquisition Sub") with and into The Reader's Digest Association, Inc., with The Reader's Digest Association, Inc. being the surviving corporation in the merger pursuant to a Merger Agreement dated as of November 16, 2006 among The Reader's Digest Association, Inc., RDA Holding Co. (sometimes called "Parent") and the Acquisition Sub. We refer to the March 2, 2007 merger as the "Acquisition Transaction." Please refer to "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Basis of Presentation" and "—Effect of the Acquisition Transaction" for further information. Our Business We are a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. We are dedicated to providing our customers with the inspiration, ideas and tools that simplify and enrich their lives. With offices in 45 countries and serving customers in 79 countries, we market books, magazines, educational products, recorded music collections and home video products to a customer database of more than 130 million names worldwide. We believe that our principal products enjoy strong brand awareness. For instance, according to the 2006 Young & Rubicam Brand Asset Valuator study, Reader's Digest is one of the strongest publishing brands in the United States. Reader's Digest also is an iconic brand that is known, trusted and respected worldwide. Reader's Digest magazine remains the largest selling magazine in the world. Our company is organized and reports across three primary business segments: Reader's Digest United States (formerly Reader's Digest North America), which includes affinities RD Community, Food & Entertaining, Home & Garden, and Health & Wellness; Reader's Digest International, comprising RD Europe, RD Asia Pacific, and RD Canada & Latin America; and School & Educational Services, all as discussed in more detail below under "Our Business Segments." As of June 30, 2008, the end of our fiscal year, we published 92 magazines consisting of 50 distinct editions of our flagship Reader's Digest magazine and 42 other specialty magazines worldwide, including Every Day with Rachael Ray, Taste of Home, The Family Handyman, Birds & Blooms, Our Canada and Weekly Reader.
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