##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A
  (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    to  Commission File
    No. 1-5842
 Bowne & Co.,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

13-2618477(I.R.S. Employer
    Identification Number)55 Water Street
    New York, New York(Address of principal
    executive offices)

10041(Zip
    code)   (212) 924-5500
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, Par Value $.01

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K:
  Items 10-12




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K) Form 10-K. 10-K/A Form 8-K 14-1 Form 10-K. Form 10-K/A
 2




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##### 



TABLE OF
    CONTENTS
   
 Form 10-KItem No.

Name of Item

PagePART IItem 1.


Business


4Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


20Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


21Supplemental Item. Executive Officers of the Registrant


21PART IIItem 5.


Market for Registrants Common Equity and
    Related Stockholder Matters


22Item 6.


Selected Financial Data


24Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


49Item 8.


Financial Statements and Supplementary Data


51Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


98Item 9A.


Controls and Procedures


98Item 9B.


Other Information


101PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


101Item 11.


Executive Compensation


102Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


102Item 13.


Certain Relationships and Related Transactions


102Item 14.


Principal Accountant Fees and Services


102PART IVItem 15.


Exhibits and Financial Statement Schedules


102Signatures


105EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   3




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PART I  Item 1.
    Business          2
  end-to-end
  U.S.-based
 4




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10-Ks,
      Industry
    Overview
    end-to-end, end-to-end
  The
    Company
  apital markets services, hareholder reporting
    services, marketing communications ommercial
    printing.
  Capital
    markets services
  tm
 5




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Shareholder
    reporting services
    ® 8-K tm 6-K tm tm tm sm not-for-profit
      Marketing
    communications
        
    Clients are provided with web-based tools to edit and manage
    their document content repository and order documents for
    delivery, with an electronic library of the clients
    documents that can be edited in real-time by the clients
    sales, marketing and legal professionals, as well as other
    authorized users.
    Extensive business logic provides for automated customization
    and personalization of each document based on an individual
    clients needs. 6




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
    Production and distribution methods are flexible to match the
    needs of clients with a mix of capabilities for digital print
    and electronic delivery that can be managed at the document
    level.
    Automated controls incorporated throughout the system utilize
    barcode technology, provide for speed, quality, and audit
    capabilities for a unique document to be tracked anywhere in the
    system.    Commercial
    printing
    Operations
      
    Bowne launched FundSuite SX, an investment management product
    obtained from its acquisition of GCom in February 2008.
    FundSuite SX automates a tedious process with which investment
    management administrators have historically been tasked. It
    converts raw financial data into effective communications,
    reports and filings, and is integrated with the Companys
    full suite of investment management products and services.
    As a result of its acquisition of St Ives Financial in 2007 the
    Company now offers
    Smartappstm,

    an online content management system that improves the process of
    producing financial documents, and MergeText, a content
    repository.
    Based upon technology acquired from PLUM Computer Consulting
    Inc. during 2006 the Company announced the launch of a content
    management system,
    FundAlign®,

    that provides mutual fund and investment management firms with
    the means to collaborate throughout the process of creating,
    composing and distributing critical communications such as
    prospectuses and shareholder reports. The system combines a
    Microsoft®

    interface with a network of composing systems.
    In October 2008, the Company released Bowne Compliance
    Driversm,

    an external reporting tool, as a result of a strategic
    relationship with Clarity Systems, Inc.
    In 2007 and 2008, Bowne was named to the Information Week 500,
    the annual ranking of the nations most innovative
    Information Technology companies. Bowne was recognized for
    investments in 7




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innovative technology infrastructure and its client facilities
    with an advanced telecommunications and information technology
    infrastructure and
    state-of-art
    amenities.  
    During 2008, the Company upgraded its iGen presses to
    iGen4tm

    digital presses which utilize the latest digital technology.
    Bowne developed the Bowne Interactive XBRL Viewer, which gives
    issuers the ability to upload, technically validate, and preview
    XBRL documents before submitting them to the SEC. Through its
    strategic relationship with
    Rivettm

    Software, Bowne offers XBRL tagging capabilities. The Company
    also formed an offshore XBRL team to complete XBRL tagging under
    the strict supervision of internal experts. Under recently
    announced SEC requirements, U.S. large accelerated filers
    are required to file financial disclosures in XBRL in 2009, with
    all other issuers subject to the mandate within the next three
    years.
    During 2008, the Company continued progress on building its
    distributive print platform converting its Secaucus, NJ, Boston,
    MA and Houston, TX offset print facilities into integrated
    offset and digital print facilities.
    Advances in technology have permitted Bowne to centralize the
    majority of its composition operations into six Centers of
    Excellence, to reduce its composition workforce and to
    outsource the more routine and less critical composition work at
    a lower cost than performing it in-house.
    In 2008, the Company expanded its use of centralized customer
    service centers, creating a centralized Investment Management
    center. In 2007, the Company created a Compliance Service
    Assistance center that transitioned a majority of the
    labor-intensive task of work order creation and project
    coordination of several EDGAR-only compliance documents
    (8-Ks,
    6-Ks, and
    Schedule 13s); in 2008, the Compliance Service Assistance
    Center added Section 16 filing capabilities. These centers
    free up capacity in the Companys local Customer Service
    centers, enabling project coordinators to better manage the
    relationship side of these transactions and increase their focus
    on projects that require greater
    one-on-one
    communication with clients.
    In 2008, the Company launched a new workflow and billing system,
    which accelerates and simplifies the movement of data between
    customer service, manufacturing shop floor and invoicing.  Other
    Information
    Years EndedDecember 31,Type of Service

2008


2007


2006Capital markets services revenue:Transactional services


25
%


36
%


36
%VDR services


2



1



Total capital markets services revenue


27



37



36Shareholder reporting services revenue:Compliance reporting


22



22



21Investment management


23



19



19Translation services


2



2



1Total shareholder reporting services revenue


47



43



41Marketing communication services revenue


22



15



16Commercial printing and other revenue


4



5



7100
%


100
%


100
%    8




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On-site
  (212) 924-5500.
  Competition
          Cyclical,
    Seasonal and Other Factors Affecting the Companys
    Business
   9




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Research
    and Development
             10




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Patents
    and Other Rights
  ® sm sm ® 8-K ® tm ® ® ® 6-K ® tm ® tm tm tm ® ® ® ® tm ® apps tm forum tm edgar tm proof tm tm
  Sales and
    Marketing
    Customers
    and Backlog of Orders
      Employees
    Suppliers
    International
    Sales
   11




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Item 1A.
    Risk
    Factors  Form 10-K.
  Current
    global economic conditions have created turmoil in credit and
    capital markets that, if they persist or deteriorate, could have
    a significant adverse impact on the Companys
    operations.
    
    creating uncertainty in the business environment, which
    uncertainty would act as a disincentive for financial
    institutions and financial services entities to engage in credit
    market and capital market activities;
    further decreasing customers demand for Bownes
    capital market services and other product offerings;
    adversely affecting customers ability to obtain credit to
    fund operations, which in turn would affect their ability to
    timely make payment on invoices; and
    unless these conditions abate, it may become more difficult for
    the Company to refinance or extend its credit facility and, if
    such refinancing or credit extension is available, negatively
    impact the interest rates and terms upon which such refinancing
    or credit extensions would be available to us.  An
    inability to repay or refinance the $150 million five-year
    senior, unsecured revolving credit facility, which matures in
    May 2010, would have a material adverse effect on the
    Companys financial condition.
     12




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Continued
    economic crisis and stock market declines could reduce future
    potential earnings and could result in future goodwill
    impairments.
    The
    Companys strategy to increase revenue through introducing
    new products and services and acquiring businesses that
    complement its existing businesses may not be successful, which
    could adversely affect results and may negatively affect
    earnings.
    
    the pace of technological changes affecting the Companys
    businesses and its clients needs could accelerate, and
    Bowne products and services could become obsolete before the
    Company has recovered the cost of developing them or obtained
    the desired return on its investment; and
    product innovations and effectively serving clients require a
    large investment in personnel and training. The market for sales
    and technical staff is competitive, and the Company may not be
    able to attract and retain a sufficient number of qualified
    personnel.   13




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Revenue
    from printed shareholder documents is subject to regulatory
    changes and volatility in demand, which could adversely affect
    the Companys operating results.
          The
    environment in which Bowne competes is highly competitive, which
    creates adverse pricing pressures and may harm the
    Companys business and operating results if it cannot
    compete effectively.
        The
    market for marketing communications services is relatively new
    and the Company may not realize the anticipated benefits of its
    investment.
   14




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Bownes
    business could be harmed if it does not successfully manage the
    integration of businesses that are acquired.
    
    the potential loss of revenue
    and/or
    customers related to the recent acquisitions;
    the difficulty of integrating the operations and personnel of
    the acquired businesses into Bownes ongoing operations;
    the potential disruption of ongoing business and distraction of
    management;
    the difficulty in incorporating acquired technology and rights
    into the Companys products and technology;
    unanticipated expenses and delays relating to completing
    acquired development projects and technology integration;
    an increase in the Companys indebtedness and contingent
    liabilities, which could restrict the Companys ability to
    access additional capital when needed or to pursue other
    important elements of its business strategy;
    the management of geographically remote units;
    the establishment and maintenance of uniform standards,
    controls, procedures and policies;
    the impairment of relationships with employees and clients as a
    result of any integration of new management personnel;
    risks of entering markets or types of businesses in which Bowne
    has either limited or no direct experience;
    the potential loss of key employees or clients of the acquired
    businesses; and
    potential unknown liabilities, such as liability for hazardous
    substances, or other difficulties associated with acquired
    businesses.    The
    Company is exposed to risks associated with operations outside
    of the United States.
   15




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
    costs of customizing products and services for foreign countries;
    difficulties in managing and staffing international operations;
    increased infrastructure costs including legal, tax, accounting
    and information technology;
    reduced protection for intellectual property rights in some
    countries;
    exposure to currency exchange rate fluctuations;
    potentially greater difficulties in collecting accounts
    receivable, including currency conversion and cash repatriation
    from foreign jurisdictions;
    increased licenses, tariffs and other trade barriers;
    potentially adverse tax consequences;
    increased burdens of complying with a wide variety of foreign
    laws, including employment-related laws, which may be more
    stringent than U.S. laws;
    unexpected changes in regulatory requirements; and
    political and economic instability.    The
    Company does not have long-term service agreements in the
    capital markets services business, which may make it difficult
    to achieve steady earnings growth on a quarterly basis and lead
    to adverse movements in the price of its common
    stock.
    If the
    Company is unable to retain key employees and attract and retain
    other qualified personnel, its business could
    suffer.
  and/or
 16




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If the
    Company fails to keep clients information confidential or
    if it handles their information improperly, Bownes
    business and reputation could be significantly and adversely
    affected.
    The
    Company has indebtedness and this indebtedness and its costs may
    increase.
    Downgrades
    of the Companys debt rating could adversely affect the
    Companys results of operations and financial
    position.
    Covenants
    in the Companys credit facility could adversely affect its
    financial condition.
     17




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Seasonality
    and credit crises may decrease Bownes available
    cash.
    The
    current market conditions could adversely affect the funded
    status of the Companys defined benefit pension
    plan.
    The
    Companys services depend on the reliability of its
    computer systems and its ability to implement and maintain
    information technology and security measures.
    Bownes
    services depend on third-parties to provide or support some of
    its services and its business and reputation could suffer if
    these third-parties fail to perform
    satisfactorily.
   18




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The
    Company must adapt to rapid changes in technology and client
    requirements to remain competitive.
    
    technological change;
    frequent product and service introductions; and
    evolving client requirements.    
    enhance existing products and services;
    successfully develop new products and services that meet
    increasing client requirements; and
    gain market acceptance.    
    have sufficient resources to make these investments;
    be successful in developing product and service enhancements or
    new products and services on a timely basis, if at all; or
    be able to market successfully these enhancements and new
    products once developed.    The
    inability to identify, obtain and retain important intellectual
    property rights to technology could harm the Companys
    business.
    Fluctuations
    in the costs of paper, ink, energy, and other raw materials may
    adversely impact the Company.
   19




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments  Form 10-K,
  Item 2.
    Properties    YearLease




SquareLocation

Expires


Description

Footage5 Henderson Drive
    West Caldwell, NJ


2014


Digital printing plant and general office space.


211,00055 Water Street
    New York, NY


2026


Customer service center, general office space, and corporate
    headquarters.


143,0002130-2134
    French Settlement
    Dallas, TX 75212


2009


Digital printing plant and general office space.


99,200111 Lehigh Drive
    Fairfield, NJ


2014


Warehouse space.


93,60060 Gervais Drive
    Don Mills (Toronto), Ontario, Canada


2010


Customer service center, printing plant, and general office
    space.


71,00013527 Orden Drive
    Santa Fe Springs, CA


2011


Digital printing plant and general office space.


60,0001570 Northside Drive
    Atlanta, GA


2009


Customer service center, composition, printing plant and general
    office space.


51,0005 Cornell Place
    Carson, CA


2009


Offset printing and general office space.


49,500500 West Madison Avenue
    Chicago, IL


2016


Customer service center and general office space.


36,000140 East 45th Street
    New York, NY


2014


Customer service center and general office space.


35,0002 Braxton Way
    Concordsville, PA


2013


Customer service center and general office space.


30,0001 London Wall
    London, England


2021


Customer service center and general office space.


16,5005021 Nimtz Parkway
    South Bend, IN


Owned


Digital and offset printing plant and general office space.


127,000215 County Avenue
    Secaucus, NJ


Owned


Digital and offset printing plant and general office space.


125,0001200 Oliver Street
    Houston, TX


Owned


Digital and offset printing plant, customer service center,
    composition and general office space.


110,0001931 Market Center Blvd. 
    Dallas, TX


Owned


Customer service center, composition and general office space.


75,000411 D Street
    Boston, MA


Owned


Digital and offset printing plant, customer service center,
    composition and general office space.1


73,0001241 Superior Avenue
    Cleveland, OH


Owned


Customer service center, composition and general office space.


73,0001500 North Central Avenue
    Phoenix, AZ


Owned


Customer service center, composition and general office space.


53,000  20




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##### Table of Contents



2130-2134
    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   Supplemental
    Item. Executive Officers of the Registrant  Form 10-K.
  Name

Principal Occupation During Past Five Years

AgeDavid J. Shea

Chairman and Chief Executive Officer since November 2007,
    previously served as Chairman, President, and Chief Executive
    Officer from January 2007 to November 2007, President and Chief
    Operating Officer from October 2004 to January 2007. Also served
    as Senior Vice President, Bowne & Co., Inc., and
    Senior Vice President and Chief Executive Officer, Bowne
    Business Solutions and Bowne Enterprise Solutions from November
    2003 to October 2004; and as Senior Vice President of the
    Company and President of Bowne Business Solutions from May 2002
    to November 2003.


53William P. Penders

President since November 2007, previously served as Senior Vice
    President and President of Bowne Financial Communications from
    August 2006 to November 2007; Chief Operating Officer of Bowne
    Financial Communications from December 2005 to August 2006, and
    served as President of Bowne International and President of the
    Eastern Region of Bowne Financial Communications from 2003 to
    December 2005.


48Elaine Beitler

Senior Vice President, Business Integration, Manufacturing and
    Chief Information Officer since November 2007; previously served
    as Senior Vice President from March 2007 to November 2007 and
    President of Bowne Marketing & Business Communications
    from December 2005 to March 2007. Also served as General Manager
    of Bowne Enterprise Solutions from 2004 to December 2005 and
    Senior Vice President of Client Services and Operations for
    Bowne Enterprise Solutions from 2003 to 2004, and Chief
    Technology Officer for Bowne Technology Enterprise from 1998 to
    2003.


49Susan W. Cummiskey

Senior Vice President, Human Resources since December 1998.


56Scott L. Spitzer

Senior Vice President, General Counsel and Corporate Secretary
    since May 2004; served as Vice President, Associate General
    Counsel and Corporate Secretary from March 2002 to May 2004;
    served as Vice President and Associate General Counsel from
    April 2001 to March 2002.


57John J. Walker

Senior Vice President and Chief Financial Officer since
    September 2006; previously, served as Senior Vice President,
    Chief Financial Officer and Treasurer for Loews Cineplex
    Entertainment Corporation since 1990.


56 21




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Name

Principal Occupation During Past Five Years

AgeRichard Bambach, Jr.

Chief Accounting Officer of the Company since May 2002 and Vice
    President, Corporate Controller since August 2001; served as
    Interim Chief Financial Officer of the Company from April 2006
    to September 2006.


44Bryan Berndt

Treasurer and Vice President of Tax and Finance since April 2007
    and Vice President of Tax and Finance from September 2006 to
    April 2007; previously, served as Vice President of Finance,
    Controller and Principal Accounting Officer at Loews Cineplex
    Entertainment Corporation since 1997.


52    PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters  Share
    Prices
    DividendsperHigh


Low


Share2008Fourth quarter

$
11.53


$
1.86


$
0.055Third quarter


14.01



10.86



0.055Second quarter


17.23



12.53



0.055First quarter


17.57



12.00



0.055Calendar year


17.57



1.86


$
0.222007Fourth quarter

$
18.59


$
15.89


$
0.055Third quarter


20.46



14.07



0.055Second quarter


20.09



15.50



0.055First quarter


16.17



14.35



0.055Calendar year


20.46



14.07


$
0.22     30-day
 22




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##### Table of Contents



Comparison
    of Five-Year Cumulative Return
        
  BasePeriodCompany/Index


12/31/03


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08Bowne & Co., Inc.


$
100



$
121.66



$
112.74



$
122.86



$
137.41



$
46.80S&P 500 Index


$
100



$
110.88



$
116.33



$
134.70



$
142.10



$
89.53S&P 1500 Commercial Printing


$
100



$
122.30



$
118.56



$
127.75



$
138.13



$
55.62  23




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##### Table of Contents



Stock
    Repurchase
  Form 10-K
  Item 6.
    Selected
    Financial Data  Five-Year
    Financial Summary
  Years Ended December 31,2008


2007


2006


2005


2004(In thousands)Operating DataRevenue

$
766,645


$
850,617


$
833,734


$
668,667


$
639,402Expenses:Cost of revenue


525,047



531,230



543,502



429,302



398,704Selling and administrative


208,374



242,118



224,011



187,151



193,195Depreciation


28,491



27,205



25,397



25,646



25,372Amortization


4,606



1,638



534







Restructuring charges, integration costs and asset impairment
    charges


39,329



17,001



14,159



10,410



7,738Gain on sale of building


















896Purchased in-process research and development










958







Operating (loss) income


(39,202
)


31,425



25,173



16,158



15,289Interest expense


(8,495
)


(8,320
)


(8,046
)


(7,434
)


(12,452
)Loss on extinguishment of debt


















(8,815
)Loss on sale of marketable securities














(7,890
)


Gain on sale of equity investment






9,210











Other income (expense), net


5,561



1,127



3,340



1,537



(39
)(Loss) income from continuing operations before income taxes


(42,136
)


33,442



20,467



2,371



(6,017
)Income tax benefit (expense)


11,728



(7,890
)


(9,811
)


(3,623
)


796(Loss) income from continuing operations

$
(30,408
)

$
25,552


$
10,656


$
(1,252
)

$
(5,221
)   24




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##### Table of Contents



Years Ended December 31,2008


2007


2006


2005


2004(In thousands, except per share data and current ratio)Balance Sheet DataCurrent assets

$
202,453


$
310,222


$
298,291


$
369,995


$
308,299Current liabilities

$
109,884


$
198,385


$
128,527


$
139,100


$
157,387Working capital

$
92,569


$
111,837


$
169,764


$
230,895


$
150,912Current ratio


1.84:1



1.56:1



2.32:1



2.66:1



1.96:1Plant and equipment, net

$
130,149


$
121,848


$
132,784


$
106,944


$
93,997Total assets

$
480,749


$
508,002


$
513,055


$
559,255


$
656,249Total debt

$
89,194


$
74,870


$
71,073


$
66,115


$
62,395Stockholders equity

$
186,583


$
251,952


$
238,483


$
315,085


$
384,861Per Share Data(Loss) earnings per share from continuing operations:Basic

$
(1.11
)

$
0.91


$
0.34


$
(0.04
)

$
(0.15
)Diluted

$
(1.11
)

$
0.88


$
0.34


$
(0.04
)

$
(0.15
)Dividends

$
0.22


$
0.22


$
0.22


$
0.22


$
0.22       Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations (In thousands, except per share information and
    where noted)  Cautionary
    Statement Concerning Forward Looking Statements
       25




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##### Table of Contents




    the prolonged continuation or further deterioration of current
    credit and capital market conditions;
    the effect of economic conditions on customers and the capital
    markets the Company serves, particularly the difficulties in the
    financial services industry and the general economic downturn
    that began in the latter half of 2007 and which has further
    deteriorated during 2008;
    interest rate fluctuations and changes in capital market
    conditions or other events affecting the Companys ability
    to obtain necessary financing on favorable terms to operate and
    fund its business or to refinance its existing debt;
    continuing availability of liquidity from operating performance
    and cash flows as well as the revolving credit facility;
    a weakening of the Companys financial position or
    operating results could result in noncompliance with its debt
    covenants;
    competition based on pricing and other factors;
    fluctuations in the cost of paper, fuel, other raw materials and
    utilities;
    changes in air and ground delivery costs and postal rates and
    regulations;
    seasonal fluctuations in overall demand for the Companys
    services;
    changes in the printing market;
    the Companys ability to integrate the operations of
    acquisitions into its operations;
    the financial condition of the Companys clients;
    the Companys ability to continue to obtain improved
    operating efficiencies;
    the Companys ability to continue to develop services for
    its clients;
    changes in the rules and regulations to which the Company is
    subject;
    changes in the rules and regulations to which the Companys
    clients are subject;
    the effects of war or acts of terrorism affecting the overall
    business climate;
    loss or retirement of key executives or employees; and
    natural events and acts of God such as earthquakes, fires or
    floods.    Overview
   26




---



##### Table of Contents



Form 10-K
  Acquisition
    Activity
    2
  end-to-end
  U.S.-based 10-Ks,
  Cost
    Reduction Initiatives
   27




---



##### Table of Contents




    a reduction in the Companys workforce by approximately 270
    positions implemented during the second quarter of 2008,
    resulting in expected annualized cost savings of approximately
    $23.0 million, including $11.0 million expected in
    2009;
    a reduction in the Companys workforce by approximately 400
    positions implemented during the fourth quarter of 2008,
    resulting in expected annualized cost savings of approximately
    $22.0 million, including $20.0 million expected in
    2009;
    a reduction in the Companys workforce by approximately 200
    positions implemented during the first quarter of 2009, expected
    to result in cost savings of approximately $12.0 million in
    2009; and
    the suspension of the Companys matching contribution to
    its 401(k) Savings Plan for the 2009 plan year, the elimination
    of normal merit increases in 2009, and a targeted reduction in
    travel and entertainment spending, expected to result in
    combined savings of approximately $15.0 million in 2009.           28




---



##### Table of Contents




    the Company closed one of the two digital print facilities in
    Dallas, TX that were acquired as part of the acquisition of
    Alliance Data Mail Services in November 2007. Work that was
    produced in this facility has been migrated primarily to the
    Companys print facilities in West Caldwell, NJ,
    South Bend, IN, and Santa Fe Springs, CA.
    the Company closed the digital print facility located in Aston,
    PA, which was acquired as part of the acquisition of GCom in
    February 2008. Work that was produced in this facility has been
    migrated to the Companys print facility in Secaucus, NJ.
    the Company closed the digital print facilities located in
    Melville, NY and Mt. Prospect, IL which were acquired as part of
    the acquisition of RSG. Work that was produced in these
    facilities has been migrated primarily to the Companys
    print facilities in West Caldwell, NJ, South Bend, IN and
    Houston, TX.      Items Affecting
    Comparability
    2008


2007


2006(In thousands, except per share data)Total restructuring, integration and asset impairment charges

$
39,329


$
17,001


$
14,159After tax impact

$
23,235


$
10,476


$
8,701Per share impact

$
0.85


$
0.36


$
0.28        29




---



##### Table of Contents



Results
    of Operations
   30




---



##### Table of Contents



Year
    Ended December 31, 2008 compared to Year Ended
    December 31, 2007
  Years Ended December 31,


Year Over Year% of





% of


Favorable/(Unfavorable)2008


Revenue


2007


Revenue


$ Change


% Change(Dollars in thousands)Capital markets services revenue:Transactional services

$
189,737



25
%

$
304,431



36
%

$
(114,694
)


(38
)%Virtual Dataroom (VDR) services


13,714



2



9,185



1



4,529



49Total capital markets services revenue


203,451



27



313,616



37



(110,165
)


(35
)Shareholder reporting services revenue:Compliance reporting


171,092



22



186,005



22



(14,913
)


(8
)Investment management


173,605



23



161,369



19



12,236



8Translation services


16,932



2



14,554



2



2,378



16Total shareholder reporting services revenue


361,629



47



361,928



43



(299
)


Marketing communications services revenue


166,704



22



130,843



15



35,861



27Commercial printing and other revenue


34,861



4



44,230



5



(9,369
)


(21
)Total revenue


766,645



100



850,617



100



(83,972
)


(10
)Cost of revenue


(525,047
)


(69
)


(531,230
)


(62
)


6,183



1Selling and administrative expenses


(208,374
)


(27
)


(242,118
)


(29
)


33,744



14Depreciation


(28,491
)


(4
)


(27,205
)


(3
)


(1,286
)


(5
)Amortization


(4,606
)


(1
)


(1,638
)






(2,968
)


(181
)Restructuring, integration and asset impairment charges


(39,329
)


(5
)


(17,001
)


(2
)


(22,328
)


(131
)Gain on sale of equity investments










9,210



1



(9,210
)


(100
)Interest expense


(8,495
)


(1
)


(8,320
)


(1
)


(175
)


(2
)Other income, net


5,561



1



1,127







4,434



393(Loss) income from continuing operations before income taxes


(42,136
)


(6
)


33,442



4



(75,578
)


(226
)Income tax benefit (expense)


11,728



2



(7,890
)


(1
)


19,618



249(Loss) income from continuing operations


(30,408
)


(4
)


25,552



3



(55,960
)


(219
)Income (loss) from discontinued operations


5,719



1



(223
)






5,942



2,665Net (loss) income

$
(24,689
)


(3
)%

$
25,329



3
%

$
(50,018
)


197
%   Revenue
   31




---



##### Table of Contents



Years Ended December 31,


Year Over Year% of





% of


Favorable/(Unfavorable)Revenue by Geography:

2008


Revenue


2007


Revenue


$ Change


% Change(Dollars in thousands)Domestic (United States)

$
618,709



81
%

$
658,158



77
%

$
(39,449
)


(6
)%International


147,936



19



192,459



23



(44,523
)


(23
)Total revenue

$
766,645



100
%

$
850,617



100
%


(83,972
)


(10
)%      32




---



##### Table of Contents



Cost of
    Revenue
    Selling
    and Administrative Expenses
      Other
    Factors Affecting Net Income
   33




---



##### Table of Contents



®
            Domestic
    Versus International Results of Operations
    Years Ended December 31,2008


2007Domestic (United States)

$
(45,933
)

$
12,293International


3,797



21,149(Loss) income from continuing operations before taxes

$
(42,136
)

$
33,442  34




---



##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Years Ended December 31,


Year Over Year% of





% of


Favorable/(Unfavorable)2007


Revenue


2006


Revenue


$ Change


% Change(Dollars in thousands)Capital markets services revenue:Transactional services

$
304,431



36
%

$
298,363



36
%

$
6,068



2
%VDR services


9,185



1



3,115







6,070



195Total capital markets services revenue


313,616



37


$
301,478



36



12,138



4Shareholder reporting services revenue:Compliance reporting


186,005



22



175,186



21



10,819



6Investment management


161,369



19



157,235



19



4,134



3Translation services


14,554



2



12,296



1



2,258



18Total shareholder reporting services revenue


361,928



43



344,717



41



17,211



5Marketing communications services revenue


130,843



15



129,266



16



1,577



1Commercial printing and other revenue


44,230



5



58,273



7



(14,043
)


(24
)Total revenue


850,617



100



833,734



100



16,883



2Cost of revenue


(531,230
)


(62
)


(543,502
)


(65
)


12,272



2Selling and administrative expenses


(242,118
)


(29
)


(224,011
)


(27
)


(18,107
)


(8
)Depreciation


(27,205
)


(3
)


(25,397
)


(3
)


(1,808
)


(7
)Amortization


(1,638
)






(534
)






(1,104
)


(207
)Restructuring, integration and asset impairment charges


(17,001
)


(2
)


(14,159
)


(2
)


(2,842
)


(20
)Purchased in-process research and development










(958
)






958



100Interest expense


(8,320
)


(1
)


(8,046
)


(1
)


(274
)


(3
)Gain on sale of equity investment


9,210



1











9,210



100Other income, net


1,127







3,340







(2,213
)


(66
)(Loss) income from continuing operations before income taxes


33,442



4



20,467



2



12,975



63Income tax benefit (expense)


(7,890
)


(1
)


(9,811
)


(1
)


1,921



20(Loss) income from continuing operations


25,552



3



10,656



1



14,896



140Loss from discontinued operations


(223
)






(14,004
)


(1
)


13,781



98Net (loss) income

$
25,329



3
%

$
(3,348
)



%

$
28,677



857
%   Revenue
   35




---



##### Table of Contents



Years Ended December 31,


Year Over Year% of





% of


Favorable/(Unfavorable)Revenue by Geography:

2007


Revenue


2006


Revenue


$ Change


% Change(Dollars in thousands)Domestic (United States)

$
658,158



77
%

$
647,265



78
%

$
10,893



2
%International


192,459



23



186,469



22



5,990



3Total revenue

$
850,617



100
%

$
833,734



100
%


16,883



2
%     Cost of
    Revenue
  Form 10-K
  Selling
    and Administrative Expenses
   36




---



##### Table of Contents



Form 10-K
  Other
    Factors Affecting Net Income
             37




---



##### Table of Contents



®
    Domestic
    Versus International Results of Operations
    Years Ended December 31,2007


2006Domestic (United States)

$
12,293


$
1,748International


21,149



18,719Income from continuing operations before taxes

$
33,442


$
20,467     Liquidity
    and Capital Resources
  Liquidity and Cash Flow Information:

2008


2007


2006Working capital

$
92,569


$
111,837


$
169,764Current ratio


1.84 to 1



1.56 to 1



2.32 to 1Net cash provided by operating activities

$
6,740


$
94,889


$
4,110Net cash (used in) provided by investing activities

$
(63,242
)

$
(30,224
)

$
6,128Net cash provided by (used in) financing activities

$
6,928


$
(46,220
)

$
(63,555
)Capital expenditures

$
(22,119
)

$
(20,756
)

$
(28,668
)Purchases of treasury stock

$



$
(51,749
)

$
(68,558
)Acquisitions, net of cash acquired

$
(79,495
)

$
(25,791
)

$
(32,923
)Average days sales outstanding


70



68



73    38




---



##### Table of Contents



39




---



##### Table of Contents



30-day
    Cash
    Flows
   40




---



##### Table of Contents



Contractual
    Obligations, Commercial Commitments, and Off-Balance Sheet
    Arrangements
   41




---



##### Table of Contents



Payments Due by YearContractual Obligations

Total


2009


2010


2011


2012


2013


ThereafterLong-term debt obligations(1)

$
87,820


$



$
87,820


$



$



$



$
Operating lease obligations(2)


196,752



32,824



25,558



20,885



17,487



15,078



84,920Capital lease obligations


2,230



842



605



370



356



57



Unconditional purchase obligations(3)


48,517



12,600



14,583



15,917



5,000



417



Total contractual cash obligations

$
335,319


$
46,266


$
128,566


$
37,172


$
22,843


$
15,552


$
84,920     (1)
    
    Includes total borrowings outstanding under the Companys
    $150 million five-year senior, unsecured revolving credit
    facility and the balance outstanding under the Companys
    convertible subordinated debentures as of December 31,
    2008, as previously discussed. These amounts are classified as
    non-current obligations in the above table since the credit
    facility expires in May 2010, and the debentures may be redeemed
    by the Company, or the holders of the debentures may require the
    Company to repurchase the debentures on October 1, 2010, as
    further described in Note 11 to the Consolidated Financial
    Statements. The Company is in discussions with the members of
    its bank group to amend and extend its existing revolving credit
    facility. Such amendment and extension is expected to be
    completed in the near future. However, there is no assurance
    that the full amount of this facility will be amended and
    extended.(2)
    
    The operating lease obligations shown in the table have not been
    reduced by minimum non-cancelable sublease rentals aggregating
    approximately $7.9 million throughout the terms of the
    leases. The Company remains secondarily liable under these
    leases in the event that the
    sub-lessee
    defaults under the sublease terms. The Company does not believe
    that material payments will be required as a result of the
    secondary liability provisions of the primary lease agreements.(3)
    
    Unconditional purchase obligations represent commitments for
    outsourced services.     42




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      Accounting for Goodwill and Intangible Assets
   43




---



##### Table of Contents



and/or
           44




---



##### Table of Contents



Revenue Recognition No. 06-3
  Allowance for Doubtful Accounts and Sales
    Credits
  Accounting for Income Taxes
     45




---



##### Table of Contents



Accounting for Pensions
        Restructuring Accrual
 46




---



##### Table of Contents



Recently
    Adopted Accounting Pronouncements
  14-1 14-1). 14-1. 14-1 14-1
  14-1, 14-1,
  14-1
   47




---



##### Table of Contents



14-1
  Years Ended December 31,2008


2007


2006Impact on income (loss) from continuing operations before income
    taxes

$
(2,476
)

$
(2,887
)

$
(2,569
)Impact on income (loss) continuing operations

$
(1,522
)

$
(1,775
)

$
(1,580
)Impact on basic earnings (loss) per share from continuing
    operations

$
(0.06
)

$
(0.06
)

$
(0.05
)Impact on diluted earnings (loss) per share from continuing
    operations

$
(0.06
)

$
(0.02
)

$
(0.05
)Impact on net income (loss)

$
(1,522
)

$
(1,775
)

$
(1,580
)Impact on basic earnings (loss) per share

$
(0.06
)

$
(0.06
)

$
(0.05
)Impact on diluted earnings (loss) per share

$
(0.06
)

$
(0.02
)

$
(0.05
)       No. FAS 157-2 FAS 157-2), FAS 157-2.
  No. FAS 157-3,
   48




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
      FAS 142-3,
  form 10-K
 49




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rate Risk
      Foreign
    Exchange Rates
      Equity
    Price Risk
   50




---



##### Table of Contents



51




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             14-1,
      
 52




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006As Adjusted


As Adjusted


As Adjusted(Note 21)


(Note 21)


(Note 21)(In thousands, except per share information)Revenue

$
766,645


$
850,617


$
833,734Expenses:Cost of revenue (exclusive of depreciation and amortization
    shown below)


525,047



531,230



543,502Selling and administrative (exclusive of depreciation and
    amortization shown below)


208,374



242,118



224,011Depreciation


28,491



27,205



25,397Amortization


4,606



1,638



534Restructuring charges, integration costs and asset impairment
    charges


39,329



17,001



14,159Purchased in-process research and development










958805,847



819,192



808,561Operating (loss) income


(39,202
)


31,425



25,173Interest expense


(8,495
)


(8,320
)


(8,046
)Gain on sale of equity investment






9,210



Other income, net


5,561



1,127



3,340(Loss) income from continuing operations before income taxes


(42,136
)


33,442



20,467Income tax benefit (expense)


11,728



(7,890
)


(9,811
)(Loss) income from continuing operations


(30,408
)


25,552



10,656Discontinued operations:Gain on sale of subsidiaries, net of tax










3,831Income (loss) from discontinued operations, net of tax


5,719



(223
)


(17,835
)Net income (loss) from discontinued operations


5,719



(223
)


(14,004
)Net (loss) income

$
(24,689
)

$
25,329


$
(3,348
)(Loss) earnings per share from continuing operations:Basic

$
(1.11
)

$
0.91


$
0.34Diluted

$
(1.11
)

$
0.88


$
0.34Earnings (loss) per share from discontinued operations:Basic

$
0.21


$
(0.01
)

$
(0.45
)Diluted

$
0.21


$
(0.01
)

$
(0.45
)Total (loss) earnings per share:Basic

$
(0.90
)

$
0.90


$
(0.11
)Diluted

$
(0.90
)

$
0.87


$
(0.11
)    53




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007As Adjusted


As Adjusted(Note 21)


(Note 21)(In thousands, except share information)ASSETSCurrent assets:Cash and cash equivalents

$
11,524


$
64,941Marketable securities


193



38,805Accounts receivable, less allowances of $5,178 (2008) and
    $4,302 (2007)


116,773



134,489Inventories


27,973



28,789Prepaid expenses and other current assets


45,990



43,198Total current assets


202,453



310,222Marketable securities, noncurrent


2,942



Property, plant and equipment at cost, less accumulated
    depreciation of $258,425 (2008) and $248,372 (2007)


130,149



121,848Other noncurrent assets:Goodwill


50,371



35,835Intangible assets, less accumulated amortization of $6,781
    (2008) and $2,203 (2007)


41,824



9,616Deferred income taxes


44,368



23,986Other


8,642



6,495Total assets

$
480,749


$
508,002LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations

$
842


$
73,035Accounts payable


47,776



36,136Employee compensation and benefits


19,181



41,092Accrued expenses and other obligations


42,085



48,122Total current liabilities


109,884



198,385Other liabilities:Long-term debt and capital lease obligations  net of
    current portion


88,352



1,835Deferred employee compensation


75,868



36,808Deferred rent


19,039



18,497Other


1,023



525Total liabilities


294,166



256,050Commitments and contingenciesStockholders equity:Preferred stock:Authorized 1,000,000 shares, par value $.01, Issuable in
    series  none issued






Common stock:Authorized 60,000,000 shares, par value $.01, Issued
    43,209,432 shares and outstanding 26,977,671 shares,
    net of treasury shares of 16,231,761 (2008); Issued
    43,165,282 shares and outstanding 26,306,707 shares,
    net of treasury shares of 16,858,575 (2007)


432



432Additional paid-in capital


119,676



128,548Retained earnings


316,411



347,329Treasury stock, at cost 16,231,761 shares (2008) and
    16,858,575 shares (2007)


(216,437
)


(225,751
)Accumulated other comprehensive (loss) income, net


(33,499
)


1,394Total stockholders equity


186,583



251,952Total liabilities and stockholders equity

$
480,749


$
508,002    54




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006As Adjusted


As Adjusted


As Adjusted(Note 21)


(Note 21)


(Note 21)(In thousands)Cash flows from operating activities:Net (loss) income

$
(24,689
)

$
25,329


$
(3,348
)Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Net (income) loss from discontinued operations


(5,719
)


223



14,004Depreciation


28,491



27,205



25,397Amortization


4,606



1,638



534Purchased in-process research and development










958Asset impairment charges


631



6,588



2,550Gain on sale of equity investment






(9,210
)


Provision for doubtful accounts


2,954



838



1,419Non-cash stock compensation


4,104



13,064



3,175Deferred income tax (benefit) provision


(6,456
)


3,526



(1,474
)Tax benefit of stock option exercises


283



1,806



999Excess tax benefits from stock-based compensation


(221
)


(846
)


(184
)Other


201



1,140



2,810Changes in other assets and liabilities, net of acquisitions:Accounts receivable


23,778



30,046



(14,079
)Inventories


2,387



497



2,686Prepaid expenses and other current assets


(4,122
)


(3,170
)


(3,213
)Accounts payable


12,113



(8,095
)


5,018Employee compensation and benefits


(19,716
)


7,094



(9,039
)Accrued expenses and other obligations


(10,610
)


1,291



(21,768
)Net cash used in operating activities of discontinued operations


(1,275
)


(4,075
)


(2,335
)Net cash provided by operating activities


6,740



94,889



4,110Cash flows from investing activities:Purchases of property, plant and equipment


(22,119
)


(20,756
)


(28,668
)Purchases of marketable securities


(5,141
)


(57,400
)


(61,100
)Proceeds from sales of marketable securities


40,600



61,200



109,314Proceeds from the sale of fixed assets


1,345



222



248Proceeds from the sale of subsidiaries, net


1,049







6,738Acquisitions of businesses, net of cash acquired


(79,495
)


(25,791
)


(32,923
)Proceeds from the sale of equity investment


519



10,817



Net cash provided by investing activities of discontinued
    operations






1,484



12,519Net cash (used in) provided by investing activities


(63,242
)


(30,224
)


6,128Cash flows from financing activities:Proceeds from borrowings under revolving credit facility


138,000



1,000



Redemption of convertible subordinated debentures


(66,680
)






Payment of borrowings under revolving credit facility and
    capital lease obligations


(59,485
)


(1,948
)


(821
)Proceeds from stock options exercised


766



11,714



12,533Payment of dividends


(5,894
)


(6,083
)


(6,680
)Purchase of treasury stock






(51,749
)


(68,558
)Excess tax benefits from stock-based compensation


221



846



184Other










(113
)Net cash used in financing activities of discontinued operations










(100
)Net cash provided by (used in) financing activities


6,928



(46,220
)


(63,555
)Effect of exchange rate on cash flows and cash equivalents


(3,843
)


3,510



(536
)Net (decrease) increase in cash and cash equivalents


(53,417
)


21,955



(53,853
)Cash and Cash Equivalents  Beginning of year


64,941



42,986



96,839Cash and Cash Equivalents  End of year

$
11,524


$
64,941


$
42,986    55




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 AND
    COMPREHENSIVE INCOME (LOSS)
  Years Ended December 31, 2008, 2007 and 2006As Adjusted (Note 21)AccumulatedOtherAdditional





ComprehensiveCommon


Paid-In


Retained


Income


TreasuryStock


Capital


Earnings


(Loss)


Stock


Total(In thousands, except per share information)Balance at December 31, 2005

$
419


$
93,478


$
337,521


$
(2,681
)

$
(113,652
)

$
315,085Comprehensive income (loss):Net loss










(3,348
)










(3,348
)Foreign currency translation adjustment














737







737Pension liability adjustment (net of tax)














34







34Comprehensive loss






















(2,577
)Cash dividends ($0.22 per share)










(6,680
)










(6,680
)Purchase of treasury stock


















(68,558
)


(68,558
)Non-cash stock compensation and deferred stock conversions






1,923











1,252



3,175Reclassification of deferred stock compensation






1,349











(1,349
)


Exercise of stock options


6



8,121











4,406



12,533Tax benefit of stock option exercises






999















999Adjustment to initially adopt the provisions of SFAS 158
    (net of tax)














(15,494
)






(15,494
)Balance at December 31, 2006

$
425


$
105,870


$
327,493


$
(17,404
)

$
(177,901
)

$
238,483Adjustment to initially adopt the provisions of FIN 48










590











590Comprehensive income (loss):Net income










25,329











25,329Foreign currency translation adjustment














7,579







7,579Pension liability adjustment (net of tax)














11,223







11,223Unrealized loss on marketable securities (net of tax)














(4
)






(4
)Comprehensive income






















44,127Cash dividends ($0.22 per share)










(6,083
)










(6,083
)Purchase of treasury stock


















(51,749
)


(51,749
)Non-cash stock compensation and deferred stock conversions






12,106











958



13,064Exercise of stock options


7



8,766











2,941



11,714Tax benefit of stock option exercises






1,806















1,806Balance at December 31, 2007

$
432


$
128,548


$
347,329


$
1,394


$
(225,751
)

$
251,952Comprehensive income (loss):Net loss










(24,689
)










(24,689
)Foreign currency translation adjustment














(11,788
)






(11,788
)Pension liability adjustment (net of tax)














(23,000
)






(23,000
)Unrealized loss on marketable securities (net of tax)














(105
)






(105
)Comprehensive loss






















(59,582
)Cash dividends ($0.22 per share)










(5,894
)










(5,894
)Non-cash stock compensation, deferred stock conversions and
    dividend reinvestments






3,983



(335
)






456



4,104Exercise of stock options






441











325



766Tax benefit of stock option exercises






283















283Settlement of long-term equity incentive plan






(14,242
)










8,533



(5,709
)Debt discount






663















663Balance at December 31, 2008

$
432


$
119,676


$
316,411


$
(33,499
)

$
(216,437
)

$
186,583    56




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share and per share information and where
    noted)
  Note 1 
    Nature of Operations and Summary of Significant Accounting
    Policies
  Nature
    of Operations
        Principles
    of Consolidation
    Revenue
    Recognition
    No. 06-3
   57




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  work-in-process (first-in,
  Property,
    Plant and Equipment
    December 31,2008


2007Land and buildings

$
61,715


$
61,776Machinery and plant equipment


83,919



84,992Computer equipment and software


143,630



126,042Furniture, fixtures and vehicles


36,518



36,921Leasehold improvements


62,792



60,489388,574



370,220Less accumulated depreciation


(258,425
)


(248,372
)Net

$
130,149


$
121,848     Buildings

10 - 40 yearsMachinery and plant equipment

3 -
    121/2
    yearsComputer equipment and software

2 - 5 yearsFurniture and fixtures

3 -
    121/2
    yearsLeasehold improvements

Shorter of useful life or term of lease   No. 98-1, (SOP 98-1). SOP 98-1
  SOP No. 98-1
  Goodwill
    and Other Intangible Assets
   58




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Customer relationships

6 - 10 yearsCovenants not-to-compete

3 years   Stock-Based
    Compensation
   59




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Grants


Grants


GrantsExpected dividend yield


2.0
%


1.3
%


1.5
%Expected stock price volatility


53.23
%


32.4
%


34.9
%Risk-free interest rate


2.1
%


4.3
%


4.7
%Expected life of options


5 years



4 years



5 yearsWeighted-average fair value

$
1.66


$
4.92


$
5.23       Income
    Taxes
    Earnings
    (Loss) Per Share
  No. 04-08, (EITF 04-08),
 60




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Average shares outstanding  basic


27,476,714



28,160,707



31,143,466Potential dilutive effect of stock-based awards






822,333



307,355Average shares outstanding  diluted


27,476,714



28,983,040



31,450,821   Foreign
    Currency Translation
    Fair
    Value of Financial Instruments
        
    Level 1:  Observable inputs such as quoted
    prices (unadjusted) in active markets for identical assets or
    liabilities.
    Level 2:  Inputs other than quoted prices
    that are observable for the asset or liability, either directly
    or indirectly. These include quoted prices for similar assets or
    liabilities in active markets and quoted prices for identical or
    similar assets or liabilities in markets that are not active.
    Level 3:  Unobservable inputs that reflect
    the reporting entitys own assumptions. 61




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31, 2008


December 31, 2007Carrying


Fair Value Measurements


Carrying


Estimated FairValue


Total


Level 1


Level 2


Value


ValueFinancial Assets:Cash and cash equivalents(1)

$
11,524


$
11,524


$
11,524


$



$
64,941


$
64,941Marketable securities(2)


3,135



3,135



193



2,942



38,805



38,805Total financial assets

$
14,659


$
14,659


$
11,717


$
2,942


$
103,746


$
103,746Financial Liabilities:Convertible subordinated debentures(3)

$
7,464


$
7,841


$



$
7,841


$
72,112


$
77,387Senior revolving credit facility(4)


79,500



74,412







74,412







Total financial liabilities

$
86,964


$
82,253


$



$
82,253


$
72,112


$
77,387     (1)
    
    Included in cash and cash equivalents are money market funds of
    $2,762 and $17,498 as of December 31, 2008 and 2007,
    respectively.(2)
    
    Included in marketable securities are auction rate securities of
    $2,942 and $38,700 as of December 31, 2008 and 2007,
    respectively.(3)
    
    Included in long-term debt as of December 31, 2008 and
    included in the current portion of long-term debt as of
    December 31, 2007.(4)
    
    Included in long-term debt in the Companys Consolidated
    Balance Sheets as of December 31, 2008 and 2007,
    respectively.      Use of
    Estimates
   62




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    the fair value of auction-rate securities;
    amount of accounts receivable allowances;
    the need for deferred tax valuation allowances based on the
    amount and nature of estimated future taxable income;
    our ability to leave undistributed earnings indefinitely
    invested in a foreign subsidiary;
    evaluation of tax uncertainties under FASB Interpretation
    No. 48, Accounting for Uncertainty in Income
    Taxes;
    whether the carrying amount of a long-lived asset is recoverable
    based on estimated future cash flows;
    discount rates and expected return on plan assets used to
    calculate pension obligations;
    fair value used in testing goodwill for impairment in light of
    current market conditions; and
    the likelihood of debt covenant violations as a result of
    current market conditions and the potential impact on
    classification of debt and the Companys liquidity position.    Comprehensive
    Income
    Segment
    Information
    Reclassifications
   63




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Adopted Accounting Pronouncements
  14-1 14-1). 14-1. 14-1
    No. FAS 157-2 FAS 157-2), FAS 157-2.
  No. FAS 157-3,
     64




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Issued Accounting Pronouncements
      FAS 142-3,
  form 10-K
  Note 2 
    Acquisitions
  Capital
    Systems, Inc.
   65




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Rapid
    Solutions Group
    No. 95-03, (EITF 95-03),
    GCom2

    Solutions, Inc.
  2
  EITF 95-03,
 66




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable, net

$
5,398Inventory


97Prepaid and other current assets


351Total current assets


5,846Property, plant and equipment, net


6,945Goodwill


13,739Intangible assets


24,600Other noncurrent assets


68Total assets acquired


51,198Current liabilities


(4,881
)Total liabilities assumed


(4,881
)Net assets acquired

$
46,317     Alliance
    Data Mail Services
    EITF 95-03,
 67




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable, net

$
6,845Inventory


2,785Other current assets


3,594Total current assets


13,224Property, plant and equipment


772Deferred tax assets


774Other noncurrent assets


330Total assets acquired


15,100Accrued expenses and other current obligations


(4,282
)Total liabilities assumed


(4,282
)Net assets acquired

$
10,818   Form 10-K
  St
    Ives Financial
    EITF 95-03,
    apps tm Form 10-K
 68




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3 
    Discontinued Operations
    Year Ended December 31,2008


2007


2006Revenue

$



$



$
15,201Income (loss) from discontinued operations, net of income taxes

$
5,719


$
(223
)

$
(14,004
)     ®
      Form 10-K
 69




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Cash and Cash Equivalents
    Note 5 
    Marketable Securities
      Note 6 
    Inventories
    December 31,2008


2007Raw materials

$
9,730


$
11,641Work-in-process
    and finished goods


18,243



17,148$
27,973


$
28,789   Note 7 
    Goodwill and Intangible Assets
    ®
 70




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2007

$
33,131Goodwill associated with the St Ives Financial acquisition


4,177Goodwill impairment related to JFS business


(2,100
)Foreign currency translation adjustment


627Balance at December 31, 2007

$
35,835Goodwill associated with recent acquisitions


16,309Reduction of goodwill resulting from the sale of JFS


(510
)Purchase price adjustments for prior acquisitions


(277
)Foreign currency translation adjustment


(986
)Balance at December 31, 2008

$
50,371     December 31, 2008


December 31, 2007Accumulated





AccumulatedGross Amount


Amortization


Gross Amount


AmortizationAmortizable intangible assets:Customer relationships

$
48,580


$
6,760


$
11,794


$
2,190Covenants not-to-compete


25



21



25



13$
48,605


$
6,781


$
11,819


$
2,203       2009

$
5,4632010

$
5,4582011

$
5,4582012

$
5,4582013

$
4,388   Note 8 
    Sale of Assets
    Form 10-K
 71




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 9 
    Accrued Restructuring, Integration and Asset Impairment
    Charges
             72




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Severance and personnel-related costs

$
20,680


$
4,686


$
3,660Occupancy related costs


2,404



3,548



2,805Asset impairment charges


631



6,588



2,550Other (primarily integration costs)


15,614



2,179



5,144Total

$
39,329


$
17,001


$
14,159     SeveranceandPersonnel-


OccupancyRelated Costs


Costs


Other


TotalBalance at January 1, 2006

$
4,023


$
4,772


$



$
8,7952006 expenses


3,660



2,805



5,144



11,609Paid in 2006


(6,032
)


(5,372
)


(4,934
)


(16,338
)Balance at December 31, 2006


1,651



2,205



210



4,0662007 expenses


4,686



3,548



2,179



10,413Paid in 2007


(4,655
)


(4,424
)


(2,389
)


(11,468
)Balance at December 31, 2007


1,682



1,329







3,0112008 expenses


20,680



2,404



15,614



38,698Paid in 2008


(13,860
)


(2,627
)


(15,585
)


(32,072
)Balance at December 31, 2008

$
8,502


$
1,106


$
29


$
9,637     EITF 95-03,
 73




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10 
    Income Taxes
    Years Ended December 31,2008


2007


2006Current:U.S. federal

$
(7,763
)

$
(2,557
)

$
4,364Foreign


1,995



5,535



4,863State and local


496



1,386



2,058$
(5,272
)

$
4,364


$
11,285Deferred:U.S. federal

$
(3,237
)

$
2,482


$
(1,887
)Foreign


112



1,044



126State and local


(3,331
)






287$
(6,456
)

$
3,526


$
(1,474
)     Years Ended December 31,2008


2007


2006Continuing operations

$
(11,728
)

$
7,890


$
9,811Discontinued operations


(5,318
)


7



(6,145
)$
(17,046
)

$
7,897


$
3,666     Years Ended December 31,2008


2007


2006Domestic (United States)

$
(46,751
)

$
19,075


$
6,360International


4,615



14,367



14,107(Loss) income from continuing operations before taxes

$
(42,136
)

$
33,442


$
20,467     Years Ended December 31,2008


2007


2006Continuing operations

$
1,698


$
4,277


$
12,396Discontinued operations


5



211



1,082$
1,703


$
4,488


$
13,478  74




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Income tax (benefit) expense based upon U.S. statutory tax rate

$
(14,748
)

$
11,705


$
7,164State income tax (benefit) expense, net of federal benefit


(2,141
)


866



916Effect of foreign taxes


492



(1,115
)


(1,195
)Permanent differences, primarily non-deductible meals and
    entertainment expenses


2,367



1,538



1,942Tax impact of intercompany settlements


2,376



1,630



334Refunds


(132
)


(3,595
)


Recognition of previously unrecognized tax benefits


(330
)


(2,341
)


Other, net


388



(798
)


650Total income tax (benefit) expense attributable to continuing
    operations

$
(11,728
)

$
7,890


$
9,811          75




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Deferred tax assets:Net operating loss carry-forwards

$
6,004


$
6,121Deferred compensation and benefits


40,415



23,205Allowance for doubtful accounts


1,428



1,111Tax credits


7,603



1,318Accrued expenses


10,111



8,295Other, net


2,324



2,721Gross deferred tax assets


67,885



42,771Deferred tax liabilities:Property, plant and equipment


(4,624
)


(1,408
)Intangible assets


(2,868
)


(2,748
)Gross deferred tax liabilities


(7,492
)


(4,156
)Deferred tax asset valuation allowance


(4,028
)


(3,581
)Net deferred tax asset

$
56,365


$
35,034     2008


2007Current deferred tax asset included in other current assets

$
11,997


$
11,048Noncurrent deferred tax asset


44,368



23,986$
56,365


$
35,034   carry-forwards
       76




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,Unrecognized Tax Benefits

2008


2007Balance at beginning of year

$
9,283


$
10,369Additions for tax positions related to the current year






346Additions for tax positions of prior years


100



668Reductions for tax positions of prior years


(1,478
)


(2,257
)Settlements


(283
)


(570
)Statutes of limitation expirations


(3,966
)


(58
)Interest, penalties and net state tax benefit


(771
)


785Balance at end of year

$
2,885


$
9,283     Form 10-K
    Note 11 
    Debt
    December 31,2008


2007Convertible subordinated debentures

$
7,464


$
72,112Borrowings under revolving credit facility


79,500



Capital lease obligations


2,230



2,758$
89,194


$
74,870    77




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         78




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-1,
        Note 12 
    Employee Benefit Plans
  Pension
    Plans
  10-year
      Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,Change in Benefit Obligation

2008


2007


2008


2007Projected benefit obligation at beginning of year

$
122,913


$
137,295


$
21,289


$
17,433Service cost


3,482



5,897



583



344Interest cost


7,214



7,846



1,290



1,123Amendments






(23,100
)


59



677Actuarial (gain) loss


(4,968
)


1,623



296



4,913Benefits paid


(9,375
)


(6,648
)


(2,396
)


(3,201
)Projected benefit obligation at end of year

$
119,266


$
122,913


$
21,121


$
21,289  79




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,Change in Plan Assets

2008


2007


2008


2007Fair value of plan assets at beginning of year

$
120,070


$
114,164


$



$
Actual return on plan assets


(33,805
)


9,254







Employer contributions prior to measurement date






3,300



2,396



3,201Benefits paid


(9,375
)


(6,648
)


(2,396
)


(3,201
)Fair value of plan assets at end of year


76,890



120,070







Unfunded status

$
(42,376
)

$
(2,843
)

$
(21,121
)

$
(21,289
)     Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2008


2007


2008


2007Accumulated benefit obligation

$
119,266


$
122,913


$
16,291


$
16,896     Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2008


2007


2007


2007Current liabilities

$



$



$
(1,855
)

$
(2,372
)Noncurrent liabilities


(42,376
)


(2,843
)


(19,266
)


(18,917
)Net amount recognized

$
(42,376
)

$
(2,843
)

$
(21,121
)

$
(21,289
)       PensionPlan


SERPNet actuarial loss

$
57,485


$
11,098Prior service (credit) cost


(16,464
)


1,531Unrecognized net initial asset


(247
)


Total (before tax effects)

$
40,774


$
12,629Total net of tax effects

$
24,056


$
7,451    80




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Plan


SERPDecember 31,


December 31,2008


2007


2008


2007Discount rate


6.25
%


6.00
%


6.25
%


6.00
%Projected future salary increase


4.00
%


4.00
%


4.00
%


4.00
%     Pension Plan


SERPYears Ended December 31,


Years Ended December 31,2008


2007


2006


2008


2007


2006Service cost

$
3,482


$
5,897


$
6,628


$
583


$
344


$
310Interest cost


7,214



7,846



7,533



1,290



1,123



1,150Expected return on plan assets


(9,915
)


(9,570
)


(8,158
)










Recognized net initial (asset) obligation


(321
)


(321
)


(321
)






31



101Recognized prior service (credit) cost


(1,649
)


(126
)


318



927



1,468



1,541Recognized actuarial loss


654



368



1,482



1,798



1,029



884Curtailment gain


(1,836
)


















Net periodic (benefit) cost


(2,371
)


4,094



7,482



4,598



3,995



3,986Union plans


219



312



337











Other retirement plans


1,983



1,943



1,675











Total (benefit) cost

$
(169
)

$
6,349


$
9,494


$
4,598


$
3,995


$
3,986     Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2008


2007


2008


2007Net actuarial loss

$
38,752


$
1,939


$
296


$
4,913Recognized actuarial loss


(654
)


(368
)


(1,798
)


(1,029
)Prior service cost (credit)






(23,100
)


60



677Recognized prior service credit (cost)


3,485



126



(927
)


(1,468
)Recognized net initial asset (obligation)


321



321







(31
)Total recognized in other comprehensive income (before tax
    effects)

$
41,904


$
(21,082
)

$
(2,369
)

$
3,062Total recognized in other comprehensive income, net of tax
    effects

$
24,472


$
(12,967
)

$
(1,386
)

$
1,883Total recognized in net benefit cost and other comprehensive
    income (before tax effects)

$
39,533


$
(16,988
)

$
2,229


$
7,057Total recognized in net benefit cost and other comprehensive
    income, net of tax effects

$
23,127


$
(10,448
)

$
1,304


$
4,340  81




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        PensionPlan


SERPLoss recognition

$
3,828


$
1,382Prior service (credit) cost recognition


(1,486
)


908Net initial (asset) recognition


(247
)


     Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2008


2007


2006


2008


2007


2006Discount rate


6.00
%


6.25
%


5.75
%


6.00
%


6.25
%


5.75
%Expected asset return


8.50
%


8.50
%


8.50
%


N/A



N/A



N/ASalary scale


4.00
%


4.00
%


4.00
%


4.00
%


4.00
%


4.00
%Average future working lifetime (in years)


11.90



11.38



11.57



6.5



8.59



7.00      82




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,Asset Category

2008


2007


2006Equity securities


68
%


79
%


80
%Fixed income securities


27



18



19Other


5



3



1Total


100
%


100
%


100
%       and/or 5-year and/or 5-year
     83




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Asset Classes

RangesEquities


65 - 85
%Domestic


55 - 75
%Large Cap Core


28 - 38
%Large Cap Value


15 - 25
%Small Cap


10 - 20
%International


5 - 15
%Fixed Income


15 - 35
%Alternatives


5 - 15
%       
    Option trading is limited to writing covered options;
    Letter stock;
    Bowne & Co., Inc. common stock;
    Commodities;
    Direct real estate or mortgages;
    Security loans;
    Risky or volatile derivative securities as commonly defined by
    the financial industry;
    Manager portfolios may hold no greater than two times (2X) their
    respective index sector weights, up to a maximum of 30%;
    No position greater than two (2) weeks average
    trading volume;
    No more than 4.99% of the outstanding shares of any company may
    be owned in the portfolio; and
    Unless authorized in specific manager guidelines, managers may
    not sell securities short, buy securities on margin, buy private
    or direct placements or restricted securities, borrow money or
    pledge assets, nor buy or sell commodities or annuities.     84




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year

Pension Plan


SERP2009

$
3,177


$
1,9122010


6,022



3292011


5,151



8142012


8,477



2,6552013


9,998



2,9762014 - 2018


44,108



17,716     Other
    Postretirement Benefit Plan
  Form 10-K
      December 31,2008


2007Current liabilities

$
(63
)

$
(62
)Noncurrent liabilities


(894
)


(1,316
)Net amount

$
(957
)

$
(1,378
)    85




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Service cost

$
7


$
131


$
140Interest cost


67



135



129Net periodic cost of defined benefit plans

$
74


$
266


$
269     December 31,Change in Benefit Obligation

2008


2007Projected benefit obligation at beginning of year

$
1,378


$
2,742Service cost


7



131Interest cost


67



135Prior service cost






(1,706
)Actuarial gain


(153
)


(232
)Benefits paid


(76
)


(57
)Foreign currency


(266
)


365Projected benefit obligation at end of period

$
957


$
1,378         Year2009

$
532010


572011


602012


632013


702014 - 2018


387   Defined
    Contribution Plans
   86




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Health
    Plan
    Note 13 
    Deferred Employee Compensation
    December 31,2008


2007Pension and other retirement costs, long-term

$
43,270


$
4,159Supplemental retirement, long-term


19,266



18,917Deferred compensation and other long-term benefits


13,332



13,732$
75,868


$
36,808   Note 14 
    Other Income
    Years Ended December 31,2008


2007


2006Interest income

$
1,748


$
2,775


$
3,673Foreign currency gain (loss)


2,822



(1,526
)


(27
)Other income (expense)


991



(122
)


(306
)Total other income

$
5,561


$
1,127


$
3,340  87




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15 
    Commitments and Contingencies
  Lease
    commitments
      2009

$
32,8242010


25,5582011


20,8852012


17,4872013


15,0782014 - 2026


84,920Total

$
196,752   sub-lessee
  Purchase
    Commitments
    Contingencies
    Note 16 
    Stockholders Equity
    Form 10-K
 88




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 17 
    Stock Option Plans
         89




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of Securities


Weighted-Averageto be Issued Upon


Exercise Price ofExercise/Conversion


Outstanding OptionsPlan approved by shareholders (1999 Plan):Stock options


2,241,401


$
11.26Restricted stock and restricted stock units


136,000




(a)Deferred stock units


319,652




(a)Plan not approved by shareholders (2000 Plan):Stock options


403,900


$
9.13Deferred stock units


416,747




(a)Total


3,517,700     (a)
    
    Not applicable      Plans approved by shareholders (1999 Plan)


41,177Plan not approved by shareholders (2000 Plan)


223,747Total


264,924     Weighted-Average


AggregateNumber of


Exercise


IntrinsicOptions


Price


ValueOutstanding as of January 1, 2008


2,362,230


$
13.88Granted


770,000


$
4.05Exercised


(68,500
)

$
11.19Cancellations/Forfeitures


(418,429
)

$
14.82Outstanding as of December 31, 2008


2,645,301


$
10.94


$
1,374Exercisable as of December 31, 2008


1,615,676


$
13.53


$
    90




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted-


Weighted-





Weighted-Average


Average





AverageNumber


Remaining


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life


Price


Exercisable


Price$ 4.05 - $10.31


935,895



6 years


$
4.99



165,895


$
9.40$10.32 - $11.99


142,732



2 years


$
10.61



142,732


$
10.61$12.00 - $14.00


663,089



2 years


$
13.42



645,089


$
13.40$14.01 - $15.77


868,665



4 years


$
15.24



630,790


$
15.21$15.78 - $19.72


34,920



7 years


$
17.49



31,170


$
17.562,645,301



4 years


$
10.94



1,615,676


$
13.53     Weighted-AverageNumber of


Grant-DateOptions


Fair ValueNonvested stock options as of January 1, 2008


509,275


$
4.99Granted


770,000


$
1.66Vested


(233,900
)

$
4.91Forfeited


(15,750
)

$
4.73Nonvested stock options as of December 31, 2008


1,029,625


$
2.52     Deferred
    Stock Awards
  one-for-one
   91




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restricted
    Stock and Restricted Stock Units (excluding awards under the
    Equity Incentive Plans)
      Weighted-AverageNumber of


Grant-DateShares


Fair ValueNonvested restricted stock and RSUs as of January 1, 2008


24,000


$
15.22Granted


126,000


$
13.32Vested


(14,000
)

$
15.14Forfeited






Nonvested restricted stock and RSUs as of December 31, 2008


136,000


$
13.47     Long-Term
    Equity Incentive Plan
    Form 10-K
 92




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008
    Equity Incentive Plan
    Note 18 
    Comprehensive
    (Loss) Income    December 31,2008


2007


2006Foreign currency translation adjustment

$
(1,925
)

$
9,863


$
2,284Pension liability adjustment (net of tax effect)


(31,445
)


(8,445
)


(19,668
)Unrealized losses on marketable securities (net of tax effect)


(129
)


(24
)


(20
)$
(33,499
)

$
1,394


$
(17,404
)   Note 19 
    Segment
    Information and Other Enterprise-Wide Disclosures  Form 10-K
 93




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Revenue by source:United States

$
618,709


$
658,158


$
647,265Canada


63,021



82,736



89,349Other international, primarily Europe and Asia


84,915



109,723



97,120$
766,645


$
850,617


$
833,734   Years Ended December 31,2008


2007Long-lived assets, net:United States

$
220,933


$
156,825Canada


7,414



10,580Other international, primarily Europe and Asia


5,581



6,389$
233,928


$
173,794   Note 20 
    Subsequent
    events      Note 21 
    Retrospective Adoption of FSP APB
    14-1
  14-1. 14-1. 14-1
 94




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-1
  14-1, 14-1,
  14-1
    14-1
  Years Ended December 31,2008


2007


2006Impact on income (loss) from continuing operations before income
    taxes

$
(2,476
)

$
(2,887
)

$
(2,569
)Impact on income (loss) continuing operations

$
(1,522
)

$
(1,775
)

$
(1,580
)Impact on basic earnings (loss) per share from continuing
    operations

$
(0.06
)

$
(0.06
)

$
(0.05
)Impact on diluted earnings (loss) per share from continuing
    operations

$
(0.06
)

$
(0.02
)

$
(0.05
)Impact on net income (loss)

$
(1,522
)

$
(1,775
)

$
(1,580
)Impact on basic earnings (loss) per share

$
(0.06
)

$
(0.06
)

$
(0.05
)Impact on diluted earnings (loss) per share

$
(0.06
)

$
(0.02
)

$
(0.05
)  95




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   96




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  SUMMARY
    OF QUARTERLY DATA
 (In
    thousands, except share and per share information,
    unaudited)
    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Full YearYear Ended December 31, 2008Revenue

$
208,767


$
237,008


$
163,956


$
156,914


$
766,645Operating income (loss)


2,869



4,134



(24,356
)


(21,849
)


(39,202
)Income (loss) from continuing operations before income taxes


1,352



2,937



(26,084
)


(20,341
)


(42,136
)Income tax (expense) benefit


(64
)


(1,361
)


8,356



4,797



11,728Income (loss) from continuing operations


1,288



1,576



(17,728
)


(15,544
)


(30,408
)(Loss) income from discontinued operations, net of tax


(578
)


(285
)


6,084



498



5,719Net income (loss)

$
710


$
1,291


$
(11,644
)

$
(15,046
)

$
(24,689
)Earnings (loss) per share from continuing operations:Basic

$
0.05


$
0.06


$
(0.64
)

$
(0.56
)

$
(1.11
)Diluted

$
0.05


$
0.06


$
(0.64
)

$
(0.56
)

$
(1.11
)(Loss) earnings per share from discontinued operations:Basic

$
(0.02
)

$
(0.01
)

$
0.22


$
0.02


$
0.21Diluted

$
(0.02
)

$
(0.01
)

$
0.22


$
0.02


$
0.21Total earnings (loss) per share:Basic

$
0.03


$
0.05


$
(0.42
)

$
(0.54
)

$
(0.90
)Diluted

$
0.03


$
0.05


$
(0.42
)

$
(0.54
)

$
(0.90
)Average shares outstanding:Basic


27,051



27,549



27,624



27,659



27,477Diluted


27,820



27,834



27,624



27,659



27,477   97




---



##### Table of Contents



First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Full YearYear Ended December 31, 2007Revenue

$
212,022


$
262,198


$
181,678


$
194,719


$
850,617Operating income (loss)


12,480



24,240



1,012



(6,307
)


31,425Income (loss) from continuing operations before income taxes


10,746



22,388



(1,317
)


1,625



33,442Income tax (expense) benefit


(987
)


(6,994
)


1,816



(1,725
)


(7,890
)Income from continuing operations


9,759



15,394



499



(100
)


25,552Income (loss) from discontinued operations, net of tax


495



(136
)


(144
)


(438
)


(223
)Net income (loss)

$
10,254


$
15,258


$
355


$
(538
)

$
25,329Earnings per share from continuing operations:Basic

$
0.34


$
0.54


$
0.02


$
(0.00
)

$
0.91Diluted

$
0.32


$
0.49


$
0.02


$
(0.00
)

$
0.88Earnings (loss) per share from discontinued operations:Basic

$
0.02


$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Diluted

$
0.02


$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Total earnings per share:Basic

$
0.36


$
0.54


$
0.02


$
(0.01
)

$
0.90Diluted

$
0.34


$
0.49


$
0.02


$
(0.01
)

$
0.87Average shares outstanding:Basic


28,757



28,384



28,309



27,166



28,161Diluted


33,253



33,171



28,933



27,166



28,983     Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure Controls and
    Procedures.
  Rule 13a-15(e) 15d-15(e)
 98




---



##### Table of Contents



10-K
  Managements Annual Report on Internal Control
    Over Financial Reporting. Rules 13a-15(f).
      Form 10-K,
  Changes in Internal Control Over Financial
    Reporting.
  Report of Independent Registered Public Accounting
    Firm.
 99




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
        100




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III Item 10.
    Directors
    and Executive Officers of the Registrant          Rule 10A-3
  (www.bowne.com)
  (www.bowne.com)
  Form 10-Qs Form 10-K
 101




---



##### Table of Contents



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Documents filed as part of this Report:
  Financial Statements:
  Page Numberin this ReportReport of Independent Registered Public
    Accounting Firm


51Consolidated Statements of Operations 
    Years Ended December 31, 2008, 2007 and 2006


52Consolidated Balance Sheets as of
    December 31, 2008 and 2007


53Consolidated Statements of Cash Flows 
    Years Ended December 31, 2008, 2007 and 2006


54Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss)  Years Ended
    December 31, 2008, 2007 and 2006


55Notes to Consolidated Financial Statements


56   Financial Statement Schedule 
  Schedule II  Valuation and
    Qualifying Accounts


S-1    102




---



##### Table of Contents



Exhibits:
  ExhibitNumber



Description3
.1



Certificate of Incorporation (incorporated by reference to
    Exhibit 3 to the Companys current report on Form 8-K dated
    June 23, 1998)3
.2



Certificate of Designations (incorporated by reference to
    Exhibit 2 to the Companys current report on Form 8-K dated
    June 23, 1998)3
.5



Bylaws, as amended March 5, 2009 (previously filed with this
    Annual Report on Form 10-K)4
.1



Rights Agreement dated June 19, 1998 (incorporated by reference
    to Exhibit 5 to the Companys current report on Form 8-K
    dated June 23, 1998)4
.2



Indenture, dated as of September 24, 2003 among Bowne &
    Co., Inc. and the Bank of New York as Trustee (incorporated by
    reference to Exhibit 4.2 to Bowne & Co., Inc.s
    Registration Statement on Form S-3 filed on October 17, 2003,
    File No. 333-109810)4
.3



First Supplemental Indenture, dated as of August 19, 2008 among
    Bowne & Co., Inc. and the Bank of New York Mellon as
    Trustee (incorporated by reference to Exhibit 4.1 to Bowne
    & Co., Inc.s Form 8-K filed on August 21, 2008)4
.4



Second Supplemental Indenture, dated as of September 18, 2008
    among Bowne & Co., Inc. and the Bank of New York Mellon as
    Trustee (incorporated by reference to Exhibit 4.1 to Bowne
    & Co., Inc.s Form 8-K filed on September 19, 2008)10
.1



1999 Incentive Compensation Plan as amended and restated
    effective December 31, 2008 (previously filed with this Annual
    Report on Form 10-K)10
.2



Supplemental Executive Retirement Plan as amended and restated
    effective December 31, 2008 (previously filed with this Annual
    Report on Form 10-K)10
.3



Form of Termination Protection Agreement for selected key
    employees providing for a possible change in ownership or
    control of the Company as amended and restated effective
    December 31, 2008 (previously filed with this Annual Report on
    Form 10-K)10
.4



2000 Stock Incentive Plan as amended and restated effective
    December 31, 2008 (previously filed with this Annual Report on
    Form 10-K)10
.5



Long-Term Performance Plan as amended and restated effective
    December 31, 2008 (previously filed with this Annual Report on
    Form 10-K)10
.6



Deferred Award Plan as amended and restated effective December
    31, 2008 (previously filed with this Annual Report on Form 10-K)10
.7



Stock Plan for Directors as amended and restated effective
    December 31, 2008 (previously filed with this Annual Report on
    Form 10-K)10
.8



Base Salaries and Other Compensation of Named Executive Officers
    of the Registrant (incorporated by reference to Exhibit 10.16 in
    the Companys annual report on Form 10-K for the year ended
    December 31, 2004)10
.9



Credit Agreement, dated as of May 11, 2005, related to $150
    million revolving credit facility (incorporated by reference to
    Exhibit 99.1 in the Companys current report on Form 8-K
    dated May 13, 200510
.10



Form of Stock Option Agreement under the 1999 Amended and
    Restated Incentive Compensation Plan as amended and restated
    effective December 31, 2008 (previously filed with this Annual
    Report on Form 10-K)10
.11



Form of Stock Option Agreement under the 2000 Amended and
    Restated Incentive Compensation Plan as amended and restated
    effective December 31, 2008 (previously filed with this Annual
    Report on Form 10-K)10
.12



Form of Restricted Stock Agreement under the 1999 Incentive
    Compensation Plan as amended and restated (incorporated by
    reference to Exhibit 10.27 in the Companys quarterly
    report on Form
    10-Q for the
    period ended September 30, 2004)10
.13



Form of Restricted Stock Unit Agreement under the 1999 Incentive
    Compensation Plan as amended and restated effective December 31,
    2008 (previously filed with this Annual Report on Form 10-K) 103




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##### Table of Contents



ExhibitNumber



Description10
.14



Lease agreement between New Water Street Corp. and Bowne &
    Co. Inc. dated February 25, 2005 relating to the lease of office
    space at 55 Water Street, New York, New York (incorporated by
    reference to Exhibit 99.1 to the Companys current report
    on Form 8-K dated February 28, 2005)10
.15



Lease agreement between The London Wall Limited Partnership and
    Bowne & Co. Inc. dated February 8, 2006 relating to the
    lease of office space at 1 London Wall, London (incorporated by
    reference to Exhibit 99.2 to the Companys current report
    on Form 8-K dated February 9, 2006)10
.16



Form of Long-Term Equity Incentive Award Agreement as amended
    and restated effective December 31, 2008 under the 1999 Amended
    and Restated Incentive Compensation Plan (previously filed with
    this Annual Report on Form 10-K)10
.17



Deferred Sales Compensation Plan as amended and restated
    effective December 31, 2008 (previously filed with this Annual
    Report on Form 10-K)10
.18



Consulting agreement dated December 14, 2006, between the
    Company and Carl J. Crosetto (incorporated by reference to
    Exhibit 10.24 to the Companys annual report on Form 10-K
    for the year ended December 31, 2006)10
.19



Consulting agreement dated December 18, 2008, between the
    Company and Carl J. Crosetto (previously filed with this Annual
    Report on Form 10-K)10
.20



Form of 2009 Long-Term Incentive Plan agreement (previously
    filed with this Annual Report on Form 10-K)21




Subsidiaries of the Company (previously filed with this Annual
    Report on Form 10-K)23
.1



Consent of KPMG LLP, Independent Registered Public Accounting
    Firm24




Powers of Attorney (previously filed with this Annual Report on
    Form 10-K)31
.1



Certification pursuant to section 302 of the Sarbanes-Oxley Act
    of 2002, signed by David J. Shea, Chairman of the Board and
    Chief Executive Officer31
.2



Certification pursuant to section 302 of the Sarbanes-Oxley Act
    of 2002, signed by John J. Walker, Senior Vice President and
    Chief Financial Officer32
.1



Certification pursuant to 18 U.S.C. Section 1350 as adopted
    pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
    signed by David J. Shea, Chairman of the Board and Chief
    Executive Officer32
.2



Certification pursuant to 18 U.S.C. Section 1350 as adopted
    pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
    signed by John J. Walker, Senior Vice President and Chief
    Financial Officer  104




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  Bowne & Co.,
    Inc.
  By:
    /s/  David
    J. Shea   Chairman of the Board and
 Chief Executive Officer
 (Principal Executive Officer)
    SIGNATURES
    AND POWER OF ATTORNEY
    Signature

Title

Date/s/  David
    J. Shea(David
    J. Shea)

Chairman of the Board and
    Chief Executive Officer

July 31, 2009*(John
    J. Walker)

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer)

July 31, 2009*(Richard
    Bambach, Jr.)

Vice President and Corporate Controller (Principal Accounting
    Officer)

July 31, 2009*(Carl
    J. Crosetto)

Director

July 31, 2009*(Douglas
    B. Fox)

Director

July 31, 2009*(Marcia
    J. Hooper)

Director

July 31, 2009*(Philip
    E. Kucera)

Director

July 31, 2009*(Stephen
    V. Murphy)

Director

July 31, 2009*(Gloria
    M. Portela)

Director

July 31, 2009 105




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##### Table of Contents



Signature

Title

Date*(H.
    Marshall Schwarz)

Director

July 31, 2009*(Lisa
    A. Stanley)

Director

July 31, 2009*(Vincent
    Tese)

Director

July 31, 2009*(Richard
    R. West)

Director

July 31, 2009   *By
    /s/  David
    J. Shea 
  106




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIESSCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Column A

Column B


Column C


Column D


Column EAdditionsBalance at


Charged to





Balance atBeginning of


Costs and


(Deductions)/


End ofDescription

Period


Expenses


Additions


Period(In thousands)Allowance for doubtful accounts and sales credits:Year Ended December 31, 2008

$
4,302


$
13,571


$
(12,695
)

$
5,178Year Ended December 31, 2007

$
6,431


$
13,239


$
(15,368
)

$
4,302Year Ended December 31, 2006

$
8,569


$
10,864


$
(13,002
)

$
6,431  S-1