UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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].
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 1-12381
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
LINENS 'N THINGS, INC.
401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NJ 07015
LINENS 'N THINGS, INC.
401(K) PLAN
FINANCIAL STATEMENTS
December 31, 2003 and 2002
LINENS 'N THINGS, INC. 401(k) Plan
Clifton, New Jersey
FINANCIAL STATEMENTS
December 31, 2003 and 2002
CONTENTS
PAGE
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 2003 AND 2002 .......................................... 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS - YEARS ENDED DECEMBER 31, 2003 AND 2002............... 4
NOTES TO FINANCIAL STATEMENTS ......................................... 5
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) ........ 11
SIGNATURE................................................................... 17
EXHIBIT INDEX
EXHIBIT 23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM - CROWE CHIZEK AND COMPANY LLC
EXHIBIT 23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM - KPMG LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Linens 'n Things, Inc. 401(k) Plan
Clifton, New Jersey
We have audited the accompanying statement of net assets available for benefits
of Linens 'n Things, Inc. 401(k) Plan (the Plan) as of December 31, 2003 and the
related statement of changes in net assets available for benefits for the year
then ended. 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board. 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003 and the changes in net assets available for benefits for the
year then ended in conformity with U.S. generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 9, 2004
--------------------------------------------------------------------------------
1.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
Linens 'n Things, Inc. 401(k) Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Linens 'n Things, Inc. 401(k) Plan (the Plan) as of December 31,
2002, and the related statement of changes in net assets available for plan
benefits for the year then ended. 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 net assets available for plan benefits of the Plan as
of December 31, 2002, and changes in its net assets available for plan benefits
for the year then ended, in conformity with U.S. generally accepted accounting
principles.
/s/ KPMG LLP
New York, New York
June 27, 2003
--------------------------------------------------------------------------------
2.
LINENS 'N THINGS, INC. 401(k) Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
2003 2002
---- ----
ASSETS
Investments (Note 3) $ 42,106,933 $ 31,632,999
Receivables
Employer contribution -- 54,122
Participant contributions -- 243,175
Accrued interest 81 90
------------- -------------
81 297,387
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 42,107,014 $ 31,930,386
============= =============
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
LINENS 'N THINGS, INC. 401(k) Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2003 and 2002
----------------------------------------------------------------------------------------------
2003 2002
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (loss)
Net appreciation (depreciation) in fair value
of investments (Note 3) $ 6,549,855 $ (4,044,136)
Interest and dividends 893,793 869,226
------------ ------------
7,443,648 (3,174,910)
Contributions
Employer 1,111,478 1,259,477
Participant 4,295,208 4,029,873
Rollovers 248,661 240,735
------------ ------------
5,655,347 5,530,085
------------ ------------
Total additions 13,098,995 2,355,175
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits and withdrawals paid to participants 2,891,005 1,900,202
Administrative expenses 31,362 23,230
------------ ------------
Total deductions 2,922,367 1,923,432
------------ ------------
NET INCREASE 10,176,628 431,743
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 31,930,386 31,498,643
------------ ------------
End of year $ 42,107,014 $ 31,930,386
============ ============
----------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
4.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Linens 'n Things, Inc. 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL: The Plan is a participant-directed, defined contribution plan
established by Linens 'n Things, Inc. (the "Company" or "Plan Sponsor") as of
December 1, 1996. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The general
administration of the Plan and the responsibility for carrying out the
provisions of the Plan are maintained by a committee (the "Plan Committee")
appointed by Linens 'n Things, Inc. In accordance with the provisions of the
Plan, the Plan Committee is also the Administrator. Fidelity Management Trust
Company ("Fidelity") is the trustee of the Plan.
ELIGIBILITY: Prior to August 1, 2002, eligible employees became participants in
the Plan at the beginning of the first payroll period of the first month
following completion of a year of service with at least 1,000 hours worked and
attaining age 21. Effective August 1, 2002, the Plan was amended to allow
employees to become eligible to participate in the Plan at the beginning of the
first payroll period of the first month following the completion of eleven
months of service with no age requirement or minimum hours worked.
CONTRIBUTIONS: Each year, participants may contribute up to 60% of pretax annual
eligible compensation, as defined in the Plan, not to exceed the applicable
dollar limit established by the Internal Revenue Service (the "IRS") each year.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. In addition, the Plan
allows elective deferral contributions in excess of legal limits under Internal
Revenue Code Section 414(v) for those participants who have attained age 50 by
the close of the Plan year. Participants direct the investment of their
contributions into various investment options offered by the Plan including
common stock of the Company. Effective March 1, 2002, the Plan was amended such
that employer contributions are equal to 50% of the first 4% of eligible
compensation that a participant contributes to the Plan. Prior to March 1, 2002,
employer matching contributions were equal to 100% of the first 6% of eligible
compensation that a participant contributed to the Plan. Employer matching
contributions are subject to certain limitations as specified in the plan
document and the Internal Revenue Code (the "IRC").
--------------------------------------------------------------------------------
(Continued)
5.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contribution, employer matching contribution and allocations of
investment income or loss. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
RETIREMENT, DEATH AND DISABILITY: Upon death, disability or meeting the
retirement requirements, a participant's account balance will automatically
become 100% vested.
VESTING: Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the employer's matching contribution plus earnings
thereon is based on years of continuous service, as defined. A participant is
100% vested after three years of credited service.
FORFEITURES: Upon a participant's termination date, and prior to the time the
participant becomes vested in his or her account, the non-vested portion, if
any, shall be forfeited. These accounts will be used to restore amounts
previously forfeited by participants but required to be reinstated upon
resumption of employment, to pay administrative expenses, or to reduce employer
contributions. During the years ended December 31, 2003 and 2002, forfeited
nonvested accounts of $53,540 and $91,364, respectively, were used to reduce
employer contributions.
PAYMENT OF BENEFITS: Upon reaching normal retirement (age 65 or age 55 with 10
years of credited service, as defined) or upon permanent disability, all vested
amounts credited to a participant's account become distributable. Distributions
will be made as soon as administratively feasible, following a participant's
request, and will be made in a lump-sum cash payment.
Upon a participant's death, the participant's beneficiary is entitled to 100% of
the participant's vested account balance.
Upon termination of service, other than for normal retirement or death, the
Administrator will direct the Trustee or the new Trustee to pay to the
participant his or her benefit in an immediate lump sum or a deferred lump sum,
if certain criteria are met.
--------------------------------------------------------------------------------
(Continued)
6.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
LOAN PROVISIONS: Under the terms of the Plan, participants may obtain loans from
the Plan, utilizing funds accumulated in their accounts. The minimum amount
which may be borrowed is $1,000. Participants can borrow up to a maximum of 50%
of their vested account balance but not more than $50,000, less their highest
outstanding loan balance during the previous 12 months. The Plan charges a fixed
rate of interest, which is 1% above the prime rate, adjusted quarterly.
The loans are repaid through after-tax payroll deductions. The loan repayments
and interest earned are allocated to each of the investment funds based upon the
participant's contribution election percentages. The term of the loan is arrived
at by mutual agreement between the Plan Committee and the participant, but may
not exceed five years unless the loan is to be used in conjunction with the
purchase of the principal residence of the participant, in which case the loan
may not exceed 25 years.
RECLASSIFICATION: Certain prior year amounts have been reclassified to conform
to the current year presentation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION: The Plan's investments are stated
at fair value. Quoted market prices are used to value investments in common
stock and mutual funds. Shares of common collective trust funds are valued at
the net asset value of shares held by the Plan at year-end. Participant loans
are reported at cost which approximates 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.
BASIS OF ACCOUNTING: The financial statements are prepared on the accrual basis
of accounting and present the net assets available for plan benefits of the Plan
and the changes in those net assets in conformity with U.S. generally accepted
accounting principles.
ESTIMATES: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and disclosures,
and actual results may differ from these estimates.
--------------------------------------------------------------------------------
(Continued)
7.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
RISKS AND UNCERTAINTIES: The Plan offers a number of investment options
including Linens 'n Things, Inc. common stock and a variety of investment funds,
some of which are mutual funds and common collective trust funds. The funds
include U.S. equities, international equities, and fixed income securities.
Investment securities, in general, are exposed to various risks, such as
interest rate, market volatility and credit risks. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is 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 statement of net
assets available for benefits. The Plan's exposure to a concentration of credit
risk is limited by the diversification of investments across
participant-directed fund elections. Additionally, the investments within each
participant-directed fund election are further diversified into varied financial
instruments, with the exception of the Linens 'n Things Company Stock Fund,
which principally invests in a single security.
PAYMENT OF BENEFITS: Benefits paid to participants are recorded when paid.
ADMINISTRATIVE EXPENSES: Most administrative expenses are paid by the Plan
Sponsor.
NOTE 3 - INVESTMENTS
At December 31, 2003 and 2002, the Plan's assets were allocated among various
investment funds administered by independent investment managers.
The following presents investments that represent 5% or more of the Plan's net
assets:
2003 2002
---- ----
Fidelity Managed Income Portfolio Fund $ 9,941,502 $ 9,039,768
Fidelity Equity-Income II Fund 8,749,906 6,743,970
Fidelity Freedom 2010 Fund 4,994,744 4,098,429
Fidelity Growth Company Fund 3,361,228 2,065,407
Fidelity Diversified International Fund 2,552,931 1,775,231
Linens 'n Things, Inc. Common Stock, 74,502 and
76,934 shares at December 31, 2003 and 2002, respectively 2,241,020 1,738,708
Fidelity Low Priced Stock 2,197,091 1,422,833
--------------------------------------------------------------------------------
(Continued)
8.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS (Continued)
During 2003 and 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $6,549,855 and $(4,044,136), respectively, as follows:
2003 2002
---- ----
Mutual funds $ 5,940,085 $ (3,929,921)
Linens 'n Things, Inc. Common Stock 609,770 (114,215)
------------ ------------
Net appreciation (depreciation) in fair value
of investments $ 6,549,855 $ (4,044,136)
============ ============
NOTE 4 - 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. If the Company were to terminate the
Plan, all participants in the Plan would become fully vested.
NOTE 5 - PARTIES-IN-INTEREST
Parties-in-interest are defined under Department of Labor regulations as any
fiduciary of the Plan, any party rendering services to the Plan, the employer,
and certain others. Certain investments of the Plan are shares of mutual funds
advised by Fidelity Investments an affiliate of Fidelity Management Trust
Company. Fidelity is the Plan trustee and, therefore, these transactions and the
Plan's payment of trustee fees to Fidelity qualify as party-in-interest
transactions. Another investment in the Plan is an investment fund comprised
primarily of shares of common stock issued by Linens 'n Things, Inc., which
qualifies as a party-in-interest investment. Participant loan transactions and
investments are also party-in-interest transactions.
NOTE 6 - INCOME TAX STATUS
The IRS has determined and informed the prototype plan sponsor by letter dated
December 5, 2001, that the prototype Plan as then designed and related trust was
in compliance with applicable sections of the IRC. Although the Plan has been
amended since receiving the determination letter, the Plan administrator
believes that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
--------------------------------------------------------------------------------
(Continued)
9.
LINENS 'N THINGS, INC. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
--------------------------------------------------------------------------------
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 2003 and 2002 to the Form 5500:
2003 2002
---- ----
Net assets available for benefits per the financial statements $ 42,107,014 $ 31,930,386
Market value of deemed distributed participant
loans for which there has been no post-default
payment activity as of December 31 (17,342) (20,203)
Miscellaneous reconciling items -- (105)
------------- ------------
Net assets available for benefits per the Form 5500 $ 42,089,672 $ 31,910,078
============= ============
The following is a reconciliation of benefits paid to participants per the
financial statements to benefits paid to participants per Form 5500:
2003 2002
---- ----
Benefits paid to participants per the financial statements $ 2,891,005 $ 1,900,202
Participant loans defaulted and deemed distributed
during the indicated period 52,525 35,724
Participant loans previously defaulted in which deemed
distribution was cancelled due to -
post-default payment activity (43,345) (12,150)
recognition of an actual distribution (13,370) (4,362)
Other -- (3,645)
------------- ------------
Benefits paid to participants per the Form 5500 $ 2,886,815 $ 1,915,769
============= ============
--------------------------------------------------------------------------------
10.
SUPPLEMENTAL SCHEDULE
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
* Fidelity Aggressive Growth Fund 6,373 # 95,142
* Fidelity Aggressive International Fund 440 # 6,687
* Fidelity Asset Manager Fund 656 # 10,331
* Fidelity Asset Manager Income Fund 141 # 1,716
* Fidelity Asset Manager: Aggressive Fund 906 # 9,277
* Fidelity Asset Manager: Growth Fund 1,197 # 17,092
* Fidelity Balanced Fund 1,583 # 26,507
* Fidelity Blue Chip Fund 1,909 # 75,654
* Fidelity Canada Fund 449 # 12,303
* Fidelity Cap Apprec Fund 956 # 23,420
* Fidelity Capital and Income Fund 8,200 # 66,095
* Fidelity Conv Sec Fund 440 # 8,879
* Fidelity Disciplined Equity Fund 7 # 166
* Fidelity Diversified International Fund 105,843 # 2,552,931
* Fidelity Dividend Growth Fund 2,406 # 65,688
* Fidelity Emerging Markets Fund 845 # 8,961
* Fidelity Equity-Income Fund 962 # 47,857
* Fidelity Equity-Income Fund II 384,105 # 8,749,906
* Fidelity Europe Capital Appreciation Fund 61 # 1,139
* Fidelity Export and Multinational Fund 2,708 # 49,172
* Fidelity Fifty Fund 5,034 # 97,058
* Fidelity Freedom 2000 Fund 6,872 # 80,956
* Fidelity Freedom 2010 Fund 383,621 # 4,994,744
* Fidelity Freedom 2020 Fund 41,017 # 534,046
* Fidelity Freedom 2030 Fund 27,994 # 362,517
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is
not required.
(Continued)
11.
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
* Fidelity Freedom 2040 Fund 12,826 # 96,965
* Fidelity Freedom Income Fund 6,519 # 72,301
* Fidelity Fidelity Fund 623 # 17,508
* Fidelity Ginnie Mae Fund 5,985 # 66,311
* Fidelity Global Balance Fund 1 # 23
* Fidelity Government Income Fund 5,017 # 51,277
* Fidelity Growth Company Fund 67,131 # 3,361,228
* Fidelity Independence Fund 959 # 15,408
* Fidelity Inflation-Protected Bond Fund 133 # 1,465
* Fidelity Institutional Short
Intermediate Government Fund 1,660 # 16,202
* Fidelity Intermediate Bond Fund 2,507 # 26,725
* Fidelity Intl Gr & Inc Fund 13 # 317
* Fidelity Intl Small Cap Fund 1,771 # 33,070
* Fidelity Investment Grade Bond Fund 2,019 # 15,246
* Fidelity Japan Fund 432 # 4,980
* Fidelity Large-Cap Stock Fund 4,023 # 55,843
* Fidelity Latin America Fund 5 # 79
* Fidelity Low Priced Stock Fund 62,810 # 2,197,091
* Fidelity Managed Income Portfolio 9,941,502 # 9,941,502
* Fidelity Mid-Cap Stock Fund 1,266 # 27,298
* Fidelity Mortgage Securities Fund 359 # 4,032
* Fidelity New Markets Income Fund 8,233 # 114,440
* Fidelity OTC Portfolio Fund 24,468 # 794,472
* Fidelity Overseas Fund 216 # 6,789
* Fidelity Pacific Basin Fund 316 # 5,545
* Fidelity Puritan Fund 583 # 10,775
* Fidelity Real Estate Fund 9,035 # 214,214
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is
not required.
(Continued)
12.
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
* Fidelity Retirement Government Money Market
Portfolio 44,217 # 44,217
* Fidelity Retirement Money Market Portfolio 59,493 # 59,493
* Fidelity SE Asia Fund 294 # 4,292
* Fidelity Short Term Bond Fund 412 # 3,728
* Fidelity Small-Cap Independent Fund 700 # 12,555
* Fidelity Small-Cap Retirement Portfolio 1,996 # 27,558
* Fidelity Small-Cap Stock Fund 4,438 # 75,898
* Fidelity Strong Large Cap Growth Fund 367 # 3,307
* Fidelity Strong Large Cap Value Fund 1,732 # 18,225
* Fidelity Strong Mid Cap Growth Fund 193 # 1,990
* Fidelity Strong Mid Cap Value Fund 1,528 # 18,464
* Fidelity Trend Fund 78 # 3,842
* Fidelity U.S. Bond Index Fund 8,609 # 96,333
* Fidelity Utilities Fund 56 # 645
* Fidelity Value Fund 2,282 # 141,642
* Fidelity Worldwide Fund 247 # 4,035
* Spartan Spartan Total Market Index Fund 79 # 2,362
* Spartan Spartan U.S. Equity Index Fund 44,186 # 1,741,368
AIM Balanced Fund A 10 # 227
AIM Blue Chip Fund A 5 # 52
AIM Constellation Fund A 64 # 1,385
AIM Global Aggressive Growth Fund 466 # 7,156
AIM Prem Equity Fund A 39 # 362
Alger Capital Appreciation Fund I 66 # 750
Alger Mid Cap Growth Fund I 335 # 5,123
Ariel Appreciation Fund 2,632 # 113,977
Ariel Fund 1,321 # 59,589
Ariel Premier Bond Fund Investor Class 830 # 8,611
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is
not required.
(Continued)
13.
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
Baron Asset Fund 12 # 507
Baron Growth Fund 598 # 21,194
CS Global Fixed Income Fund 1,350 # 13,639
CS Intl Focus Com Fund 3 # 27
CS Small Cap Value Com Fund 1,649 # 33,872
Dreyfus Founders Balanced Fund F 440 # 3,468
Dreyfus Founders Growth Fund F 356 # 3,501
Dreyfus Founders WW Growth Fund F 91 # 1,035
FMA Small Company IS 3 # 61
Invesco Core Equity Fund 87 # 992
Invesco Dynamics Fund 36 # 535
Invesco Total Return Fund 10 # 244
Janus Adviser Balanced I Fund 68 # 1,594
Janus Adviser Capital Appreciation Fund 102 # 2,180
Janus Adviser Flex Inc I Fund 207 # 2,599
Janus Adviser Mid Cap Growth I Fund 302 # 6,286
Janus Mid Cap Value Fund 1,367 # 27,881
Legg Mason Value Trust Fixed Income Fund 25 # 1,578
Managers Bond Fund 480 # 11,797
Managers Capital Appreciation Fund 39 # 994
Managers Special Equity Fund 186 # 14,589
Managers Value Fund 5,621 # 147,483
MSI Equity Growth Fund B 105 # 1,632
MSI Intl Equity Fund B 431 # 8,165
MSI Small Co Growth Fund B 214 # 2,239
MSI Value Equity Fund B 7 # 61
MSIFT Cap Fixed Income Adviser Fund 133 # 1,533
MSIFT High Yield Adviser Fund 4,347 # 23,563
MSIFT Value Adviser Fund 140 # 2,155
--------------------------------------------------------------------------------
# All investments are participant directed; therefore, cost information is
not required.
(Continued)
14.
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
Mutual Discovery Fund A 129 # 2,674
Mutual Shares Fund - Class A 103 # 2,153
Neuberger Berman Focus Trust Fund 2 # 60
Neuberger Berman Guardian Trust Fund 199 # 2,240
Neuberger Berman Socially Responsive Trust Fund 278 # 3,806
Oakmark Equity and Income Fund I 3,922 # 86,370
PBHG Growth Fund 397 # 7,065
PBHG Mid Cap Value Fund 71 # 1,222
PBHG Strategic Small Company Fund 142 # 1,913
PIMCO CCM Capital Appreciation Fund -
Administrative Class 531 # 8,430
PIMCO CCM Mid Cap Fund - Administrative
Class 10 # 195
PIMCO Global Bond Trust Fund - Administrative
Class 3,705 # 38,164
PIMCO High Yield Fund - Administrative Class 3,996 # 39,040
PIMCO Long-Term U.S. Government Fund -
Administrative Class 3,887 # 42,057
PIMCO Low Duration Fund - Administrative
Class 190 # 1,944
PIMCO Total Return Fund - Administrative Class 5,377 # 57,587
Royce Royce Low Priced Stock Fund 986 # 13,790
RS Emerging Growth Fund 23 # 659
RS Smaller Company Growth Fund 96 # 1,974
Scudder Global Discovery Fund 2 # 48
Scudder Growth & Income Fund 55 # 1,102
Strong Adv Common Stock Fund Z 2 # 35
Strong Adv Small Cap Value Fund Z 874 # 24,051
Strong Government Security Fund 981 # 10,675
--------------------------------------------------------------------------------
# All investments are participant directed; therefore, cost information is
not required.
(Continued)
15.
LINENS 'N THINGS, INC. 401(k) Plan
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Linens 'n Things, Inc.
Employer Identification Number: 22-3463939
Three-Digit Plan Number: 001
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR (D) VALUE
(A) BORROWER MATURITY VALUE NUMBER OF UNITS COST ($)
Strong Growth Fund 198 # 3,411
Strong Opportunity Fund 233 # 9,204
Strong Short-Term Bond Fund 217 # 1,916
Strong Ultra Short Fund 255 # 2,375
TCW Galileo Aggressive Growth Fund N 125 # 1,502
Templeton Foreign Fund A 1,265 # 13,457
Templeton Foreign Sm Co Fund A 523 # 9,452
Templeton Global Bond Fund A 4,664 # 47,615
Templeton Growth Fund A 63 # 1,307
Templeton World Fund A 3 # 48
Western Western Asset Core Fixed Income Fund 63 # 726
* Linens 'n
Things, Inc. Common Stock 74,502 # 2,241,020
* Fidelity Inst Cash Port: MM Fund Class I Shares 92,908 # 92,908
* Participant
Loans (1) 1,492,798
------------
Total Investments $ 42,106,933
============
* Party-in-interest as defined by ERISA.
(1) 269 loans to participants with interest rates of 5.0% to 10.5%.
# All investments are participant directed; therefore, cost information is not
required.
--------------------------------------------------------------------------------
16.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
LINENS 'N THINGS, INC. 401(K) PLAN
Dated: June 28, 2004 By: /S/ WILLIAM T. GILES
---------------------
William T. Giles
Executive Vice President, Chief Financial
Officer and member of the Plan Committee
--------------------------------------------------------------------------------
17.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23.1 Consent Of Independent Registered Public
Accounting Firm - Crowe Chizek and Company LLC
23.2 Consent Of Independent Registered Public
Accounting Firm - KPMG LLP