UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from _________ to _________.
COMMISSION FILE NUMBER: 1-4188
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
NEWELL RUBBERMAID 401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
NEWELL RUBBERMAID INC.
10B GLENDALE PARKWAY
SUITE 600
ATLANTA, GA 30328
REQUIRED INFORMATION
Financial Statements. The following financial statements and schedules are filed
as part of this annual report and appear immediately after the signature page
hereof:
1. Report of Independent Registered Public Accounting Firm
2. Statements of Assets Available for Benefits
3. Statement of Changes in Assets Available for Benefits
4. Notes to Financial Statements
5. Supplemental Schedule
Exhibits. The following exhibits are filed as a part of this annual report:
Exhibit 23.1 Consent of Ernst & Young LLP
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Plan has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID 401(k)
SAVINGS PLAN
Date: June 26, 2004 /s/ Tom Nohl
------------------------------
Tom Nohl, Member,
Plan Administrative Committee
2
Financial Statements and Supplemental Schedule
Newell Rubbermaid 401(k) Savings Plan
December 31, 2003 and 2002 and
year ended December 31, 2003
with Report of Independent Registered Public Accounting Firm
Newell Rubbermaid 401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2003 and 2002 and year ended December 31, 2003
CONTENTS
Report of Independent Registered Public Accounting Firm................................................ 1
Financial Statements
Statements of Assets Available for Benefits............................................................ 2
Statement of Changes in Assets Available for Benefits.................................................. 3
Notes to Financial Statements.......................................................................... 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......................................... 11
Report of Independent Registered Public Accounting Firm
To the Plan Administrator of
the Newell Rubbermaid 401(k) Savings Plan
We have audited the accompanying statements of assets available for benefits of
the Newell Rubbermaid 401(k) Savings Plan as of December 31, 2003 and 2002, and
the related statement of changes in assets available for benefits for the year
ended December 31, 2003. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 2003 and 2002, and the changes in its assets available for benefits
for the year ended December 31, 2003, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003, is presented for the purpose of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
Ernst & Young, LLP
Chicago, Illinois
May 21, 2004
1
Newell Rubbermaid 401(k) Savings Plan
Statements of Assets Available for Benefits
DECEMBER 31
2003 2002
---- -----
ASSETS
Investments $537,130,905 $450,240,147
Interest in Newell Rubbermaid Master Trust 186,384,520 177,396,232
Employer contribution receivable 4,946,173 9,026,937
------------ ------------
Assets available for benefits $728,461,598 $636,663,316
============ ============
See accompanying notes.
2
Newell Rubbermaid 401(k) Savings Plan
Statement of Changes in Assets Available for Benefits
Year ended December 31, 2003
ADDITIONS
Investment income:
Interest and dividends $ 10,222,554
Net investment income from Newell Rubbermaid Master Trust 8,264,912
Net appreciation in fair value of investments 47,556,445
------------
66,043,911
Contributions:
Participant 41,262,812
Employer 24,480,292
Rollover 2,783,826
------------
68,526,930
Transfer of assets from American Saw & Mfg. 401(k)
Retirement Investment Plan 51,581,226
------------
Total additions 186,152,067
DEDUCTIONS
Benefits paid to participants 94,164,297
Administrative expenses 189,488
------------
Total deductions 94,353,785
------------
Net increase 91,798,282
Assets available for benefits - Beginning of year 636,663,316
------------
Assets available for benefits - End of year $728,461,598
============
See accompanying notes.
3
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements
Year ended December 31, 2003
1. DESCRIPTION OF THE PLAN
The following description of the Newell Rubbermaid 401(k) Savings Plan (the
Plan) provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
Certain employees of Newell Operating Company and subsidiaries (the Company) are
eligible to participate in the Plan. Full-time employees, as defined, are
eligible to participate in the Plan upon date of hire. Other employees are
eligible to participate after completing one year of service, as defined. The
Plan is administered by the Benefit Plans Administrative Committee, which is
appointed by the Board of Directors of the Company. UMB Bank, N.A. (UMB) was the
trustee of the Plan through November 17, 2003. Effective November 18, 2003, JP
Morgan Chase Bank was appointed trustee. UMB and JP Morgan Chase Bank have
appointed American Century Services Corporation as the recordkeeper of the Plan
and agent for them. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
The portion of the Plan held in the Company Stock Fund is designated as an
employee stock ownership plan (ESOP).
Effective December 31, 2002, the American Tool Companies, Inc. Salary Deferral
and Profit Sharing Plan merged with the Plan.
Effective December 31, 2003, the American Saw & Mfg. 401(k) Retirement
Investment Plan merged with the Plan.
CONTRIBUTIONS
Participants may elect to contribute up to 50% of pretax earnings, as defined by
the Plan. A participant who is a resident of Puerto Rico shall be limited to 10%
of pretax earnings. The Company contributes a matching contribution for
participants in an amount equal to 100% of the first 3% of compensation plus 50%
of the next 2% of compensation contributed by the participant. Certain employees
at the Graco's Children's Products Inc. Century Division receive a match equal
to 50% of the first 6% of compensation contributed by the participant. Certain
participants in the Plan are eligible for an annual
4
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
retirement contribution. Generally, participants must be employed on the last
day of the Plan year to receive an allocation of the retirement contribution. In
2003 and 2002, the Company made a retirement contribution to the Plan equal to
3% and 6%, respectively, of eligible participants' eligible compensation.
PARTICIPANT ACCOUNTS
Separate accounts are maintained for each participant. Each participant's
account is credited with the participant's contributions and Company matching
contributions and an allocation of: (a) the Company's retirement contribution,
if applicable, and (b) Plan earnings, and is charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
VESTING
Participants are immediately vested in their contributions, plus actual earnings
thereon. Prior to October 1, 2000, vesting in Company matching contributions
occurred ratably over a five-year period. On October 1, 2000, all existing
participants became fully vested in Company matching contributions. Employees
enrolling in the Plan subsequent to October 1, 2000, are immediately vested in
Company matching contributions. Retirement contributions vest over a graded
seven-year period. Forfeitures are used to pay Plan expenses and reduce Company
matching or retirement contributions. Forfeitures available for future use were
$715,185 and $1,119,844 at December 31, 2003 and 2002, respectively.
PARTICIPANT LOANS
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their vested account balance. Loan
terms range from one to five years (up to ten years for the purchase of a
principal residence). The loans are secured by the balance in the participant's
account and bear interest at a rate based on prevailing market conditions.
Interest rates on loans outstanding at December 31, 2003, ranged from 4.25% to
11.6%. Principal and interest are paid ratably through monthly payroll
deductions.
5
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount equal to
the vested value of their account, or upon death, disability, or retirement,
elect to receive periodic installment payments. Generally, unless the
participant elects otherwise, distributions related to the ESOP portion of the
participant's account will be made in equal installments over a period not
exceeding five years. Benefits are recorded when paid.
INVESTMENT OPTIONS
All investments are participant-directed. Participants may direct contributions
to the Plan to one or more of the Plan's investment funds. In addition to the
investment funds offered by the Plan, participants may invest in a self-directed
brokerage account. Participants may change their investment options or
reallocate investment balances on a daily basis.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Except for investment contracts, which are stated at contract value, the Plan's
investments are stated at fair value, which for mutual funds and common stock
equals the quoted market price on the last business day of the Plan year.
Participant loans are valued at their outstanding balances, which approximate
fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
ADMINISTRATIVE EXPENSES
All normal costs and expenses of administering the Plan and trust are paid by
the Plan's participants. Any cost resulting from a participant obtaining a loan
or requesting a distribution or in-service withdrawal may be borne by such
participant or charged to the participant's individual account.
6
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
RECLASSIFICATION
Certain amounts in the 2002 financial statements have been reclassified to
conform with the 2003 presentation.
3. INVESTMENTS
During 2003, the Plan's investment (including investments purchased, sold as
well as held during the year) appreciated in fair value as determined by quoted
market prices as follows:
NET REALIZED
AND UNREALIZED
APPRECIATION
IN FAIR VALUE OF
INVESTMENTS
----------------
Common stock $26,346,304
Mutual funds 21,210,141
-----------
$47,556,445
===========
7
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The fair market value of individual assets that represent 5% or more of the
Plan's assets as of December 31 is as follows:
2003 2002
---- ----
Newell Rubbermaid Inc. common stock $75,192,188 $108,620,133
Janus Balanced Fund * 55,528,966
American Century Equity Index Fund 50,232,761 39,682,261
Franklin Small Cap Growth A Fund 54,914,083 36,607,115
J.P. Morgan Diversified Fund 45,663,290 34,489,549
American Century Income and Growth Fund 50,345,668 *
PIMCO Total Return Fund 48,857,700 34,902,138
Growth Fund of America 78,514,907 *
*Below 5% threshold.
4. MASTER TRUST FINANCIAL INFORMATION
Certain of the Plan's investments are held in the Newell Rubbermaid Master Trust
(Master Trust) along with the investments of another Company-sponsored plan, the
Rubbermaid Retirement Plan for Collectively Bargained Associates.
The Master Trust consists of the Stable Value Fund, which invests primarily in
guaranteed investment contracts and synthetic guaranteed investment contracts.
The fund also includes a short-term interest fund in the amount of $5,219,537
and $10,622,209 at December 31, 2003 and 2002, respectively. The fund is
included in the financial statements at contract value as reported by the
respective insurance companies. Contract value represents contributions made,
plus earnings, less participant withdrawals and administrative expenses.
The blended crediting interest rate for the fund was 4.02% and 4.97% as of
December 31, 2003 and 2002, respectively. The fund's blended rate of return for
the 2003 year was 4.43%.
The crediting rates are reset periodically and are based on the market value of
the underlying portfolio of assets backing these contracts. Inputs used to
determine the crediting rate include each contract's portfolio market value,
current yield-to-maturity, duration (i.e., weighted-average life), and market
value relative to contract value. All contracts have a guaranteed rate of 0% or
higher.
8
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
4. MASTER TRUST FINANCIAL INFORMATION (CONTINUED)
Fidelity Management Trust Company serves as the trustee for the assets of the
Master Trust.
Each participating plan has an undivided interest in the net assets of the
Master Trust. At December 31, 2003 and 2002, the Plan's interest in the net
assets of the Master Trust was approximately 78.9% and 68.6%, respectively.
Investment income and expenses are allocated among participating plans based
upon the value of the participant accounts attributed to each plan.
The Master Trust investments at December 31 are as follows:
2003 2002
---- ----
Investments at contract value:
Stable Value Fund $236,357,098 $224,911,951
Investment income for the Master Trust for the year ended December 31, 2003, is
as follows:
Interest and dividends $10,420,651
The contract values and fair values of investment contracts included in the
Stable Value Fund as of December 31, 2003 and 2002, are as follows:
CONTRACT VALUE FAIR VALUE
2003 2002 2003 2002
---- ---- ---- ----
Guaranteed investment
contracts $ 9,284,462 $ 65,335,005 $ 9,882,826 $ 65,335,005
Synthetic guaranteed
investment contracts 221,853,099 148,954,737 229,869,690 139,486,885
-------------- ------------- -------------- -------------
$ 231,137,561 $ 214,289,742 $ 239,752,516 $ 204,821,890
============== ============= ============== =============
Included in the fair value of synthetic guaranteed investment contracts as of
December 31, 2003 and 2002, are wrapper contracts with a total estimated fair
value of $8,016,591 and $(9,467,852), respectively. The wrappers guarantee the
contract value of the synthetic guaranteed investment contracts for
participant-initiated withdrawal events.
9
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
5. RELATED PARTY TRANSACTIONS
All expenses related to the trustee and recordkeeping in connection with the
operation of the Plan are paid by the Plan. All other costs are paid out of the
Plan's assets, except to the extent the Administrative Committee elects to have
such expenses paid directly by the Company.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
7. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated March 18, 2003, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes the
Plan is being operated in compliance with the application requirements of the
Code and, therefore, believes the Plan is qualified and the related trust is
tax-exempt.
8. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of
assets available for benefits.
9. SUBSEQUENT EVENT
For plan years beginning after and including January 1, 2004, no retirement
contributions will be made to the Plan.
10
Supplemental Schedule
Newell Rubbermaid 401(k) Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
December 31, 2003
IDENTITY OF ISSUE CURRENT VALUE
----------------- -------------
PIMCO Total Return Fund $ 48,857,700
J.P. Morgan Diversified Fund 45,663,290
American Century Equity Income Fund 8,650,702
American Century Income and Growth Fund 50,345,668
American Century Equity Index Fund 50,232,761
Janus Balanced Fund 2,749,744
Franklin Small Cap Growth A Fund 54,914,083
UAM ICM Small Company Fund 12,351,534
Columbia Small Cap Fund 6,574,445
American Century International Growth Fund 29,376,394
Growth Fund of America 78,514,907
Newell Rubbermaid Inc. common stock* 75,192,188
MSI Small Co. Growth B Fund 7,257
NB Genesis Trust Fund 1,524,374
Templeton Growth A Fund 2,272,577
CS Emerging Growth Corn Fund 3,804,426
MSI Value Equity B Fund 176,166
Fidelity Growth & Income Portfolio 8,703,510
Fidelity Blue Chip Growth Fund 10,187,555
Fidelity Freedom Income Fund 74,028
Fidelity Freedom 2000 Fund 96,059
Fidelity Freedom 2010 Fund 489,117
Fidelity Freedom 2020 Fund 981,259
Fidelity Freedom 2030 Fund 790,488
Fidelity Retirement Money Market Fund 840,497
Fidelity Freedom 2040 Fund 49,269
Fidelity Managed Income Portfolio 14,863,640
Brokerage Accounts 3,086,109
Participant loans (various maturities, interest rates
from 4.25% to 11.6%) 25,761,158
------------
$537,130,905
============
*Party in interest.
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