UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
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
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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 GLENLAKE 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 exhibit is 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 29, 2005 /s/ Tom Nohl
______________________________________
Tom Nohl, Member,
Plan Administrative Committee
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Newell Rubbermaid 401(k) Savings Plan
December 31, 2004 and 2003, and Year Ended December 31, 2004
Newell Rubbermaid 401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2004 and 2003, and Year Ended December 31, 2004
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
The Plan Administrator
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, 2004 and 2003, and
the related statement of changes in assets available for benefits for the year
ended December 31, 2004. 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. We were not engaged to perform an
audit of management's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting on a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of
management's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
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, 2004 and 2003, and the changes in its assets available for benefits
for the year ended December 31, 2004, 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, 2004, 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
June 10, 2005
1
Newell Rubbermaid 401(k) Savings Plan
Statements of Assets Available for Benefits
DECEMBER 31
2004 2003
---- ----
ASSETS
Investments $725,744,013 $537,130,905
Interest in Newell Rubbermaid Master Trust -- 186,384,520
Employer contribution receivable 208,195 4,946,173
Participants contribution receivable 17,607 --
------------ ------------
Assets available for benefits $725,969,815 $728,461,598
============ ============
See accompanying notes.
2
Newell Rubbermaid 401(k) Savings Plan
Statement of Changes in Assets Available for Benefits
Year Ended December 31, 2004
ADDITIONS
Investment income:
Interest and dividends $ 12,848,152
Net investment interest in the Newell Master Trust 8,036,307
Net appreciation in fair value of investments 41,555,213
-------------
62,439,672
Contributions:
Participant 37,265,832
Employer 17,441,145
Rollover 3,603,893
-------------
58,310,870
Transfer of assets from Rubbermaid Retirement Plan for
Collectively Bargained Associates 36,973,840
Other transfers of assets 764,142
-------------
Total additions 158,488,524
DEDUCTIONS
Benefits paid to participants 116,957,462
Transfer of assets to the GHP Operating Company LLC
401(k) Savings Plan 43,885,449
Administrative expenses 137,396
-------------
Total deductions 160,980,307
-------------
Net decrease (2,491,783)
Assets available for benefits - Beginning of year 728,461,598
-------------
Assets available for benefits - End of year $ 725,969,815
=============
See accompanying notes.
3
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements
Year Ended December 31, 2004
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 the 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 JP Morgan Retirement Plan Services, LLC 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, 2003, the American Saw & Mfg. 401(k) Retirement
Investment Plan merged with the Plan.
Effective January 1, 2004, Rubbermaid, Inc. Home Products Division bargained
associates in the Ohio location became eligible for the Plan.
Effective May 17, 2004, the Plan transferred the accounts of all Anchor Hocking,
Inc., Intercraft Company, and certain employees of Calphalon Corporation and
Newell Operating Company under the Plan as of April 13, 2004, to the GHP
Operating Company LLC 401(k) Savings Plan in accordance with and subject to the
terms and conditions of the Stock and Asset Purchase Agreement by and between
Newell Rubbermaid Inc. and Global Home Products LLC dated as of March 12, 2004.
Effective November 1, 2004, the Rubbermaid Retirement Plan for Collectively
Bargained Associates merged with the Plan.
4
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 and the Rubbermaid,
Inc. Home Products 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 retirement contribution. Beginning January 1, 2004,
no retirement contribution will be made to the Plan, with the exception of union
employees. Union employees receive an annual contribution based on hours worked.
Generally, participants must be employed on the last day of the Plan year to
receive an allocation of the retirement contribution. In 2003, the Company made
a retirement contribution to the Plan equal to 3% 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
$1,340,675 and $715,185 at December 31, 2004 and 2003, respectively.
5
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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, 2004, ranged from 4% to
11.4%. Principal and interest are paid ratably through monthly payroll
deductions.
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.
6
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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 the amounts reported in the financial statements and
accompanying notes. Management believes that the estimates utilized in preparing
its financial statements are reasonable and prudent. Actual results may differ
from those estimates.
3. INVESTMENTS
During 2004, 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 $ 5,324,979
Mutual funds 36,230,234
-----------
$41,555,213
===========
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:
2004 2003
---- ----
Newell Rubbermaid Inc. common stock** $64,548,708 $75,192,188
J.P. Morgan Fleming International Equity Fund 36,456,663 *
American Century Equity Index Fund 56,991,433 50,232,761
Franklin Small-Mid Cap Growth A Fund 60,349,372 54,914,083
J.P. Morgan Diversified Fund * 45,663,290
American Balanced Fund 48,439,413 *
American Century Income and Growth Fund 61,107,487 50,345,668
PIMCO Total Return Fund 42,722,588 48,857,700
Growth Fund of America 88,889,374 78,514,907
Rabobank Nederland synthetic guaranteed investment contract 48,293,048 ***
*Below 5% threshold.
**Party in interest.
***Related to Master Trust in prior year.
4. MASTER TRUST FINANCIAL INFORMATION
Prior to November 1, 2004, certain of the Plan's investments were held in the
Newell Rubbermaid Master Trust (the Master Trust) along with the investments of
another Company-sponsored plan, the Rubbermaid Retirement Plan for Collectively
Bargained Associates. Effective November 1, 2004, the Rubbermaid Retirement Plan
for Collectively Bargained Associates merged into the Plan, and the Master Trust
was dissolved.
The Master Trust consisted of the Stable Value Fund, which invests primarily in
guaranteed investment contracts and synthetic guaranteed investment contracts.
The fund also included a short-term interest fund in the amount of $4,193,108
and $5,219,537 at December 31, 2004 and 2003, 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.
8
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
4. MASTER TRUST FINANCIAL INFORMATION (CONTINUED)
The blended crediting interest rate for the fund was 4.61% and 4.02% as of
December 31, 2004 and 2003, respectively. The fund's blended rate of return for
the 2004 year was 4.48%.
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.
Fidelity Management Trust Company served as the trustee for the assets of the
Master Trust.
Prior to November 1, 2004, each participating plan had an undivided interest in
the net assets of the Master Trust. At December 31, 2003, the Plan's interest in
the net assets of the Master Trust was approximately 78.9%. Investment income
and expenses were allocated among participating plans based upon the value of
the participant accounts attributed to each plan.
The Master Trust investments at December 31, 2003, were as follows:
2003
----
Investments at contract value:
Stable Value Fund $236,357,098
Investment income for the Master Trust for the year ended
December 31, 2004, is as follows:
Interest and dividends $ 9,406,492
The contract values and fair values of investment contracts included in the
Stable Value Fund as of December 31, 2004 and 2003, are as follows:
CONTRACT VALUE FAIR VALUE
2004 2003 2004 2003
---- ---- ---- ----
Guaranteed investment contract $ 6,176,785 $ 9,284,462 $ 6,482,989 $ 9,882,826
Synthetic guaranteed investment
contracts 187,241,467 221,853,099 191,772,032 229,869,690
------------ ------------ ------------ ------------
$193,418,252 $231,137,561 $198,255,021 $239,752,516
============ ============ ============ ============
9
Newell Rubbermaid 401(k) Savings Plan
Notes to Financial Statements (continued)
4. MASTER TRUST FINANCIAL INFORMATION (CONTINUED)
Included in the fair value of synthetic guaranteed investment contracts as of
December 31, 2004 and 2003, are wrapper contracts with a total estimated fair
value of $4,530,565 and $8,016,591, respectively. The wrappers guarantee the
contract value of the synthetic guaranteed investment contracts for
participant-initiated withdrawal events.
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. Subsequent to this determination by the Internal Revenue Service,
the Plan was amended. 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 applicable
requirements of the Code and, therefore, believes the Plan, as amended, 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.
10
Supplemental Schedule
Newell Rubbermaid 401(k) Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
December 31, 2004
CURRENT
IDENTITY OF ISSUE VALUE
----------------- -----
Growth Fund of America $ 88,889,374
Newell Rubbermaid Inc. common stock* 64,548,708
American Century Income and Growth Fund 61,107,487
Franklin Small-Mid Cap Growth A Fund 60,349,372
American Century Equity Index Fund 56,991,433
American Balanced Fund 48,439,413
Rabobank Nederland synthetic guaranteed investment contract 48,293,048
PIMCO Total Return Fund 42,722,588
J.P. Morgan Fleming International Equity Fund 36,456,663
J.P. Morgan Chase synthetic guaranteed investment contract 33,538,532
Monumental synthetic guaranteed investment contract 33,276,243
Bank of America synthetic guaranteed investment contract 33,240,016
ING Life & Annuity synthetic guaranteed investment contract 32,519,295
ICM Small Company Fund 21,592,136
Participant loans (various maturities, interest rates from 4% to 11.4%) 21,195,417
American Century Equity Income Fund 13,809,395
Columbia Small Cap Growth Fund 8,815,356
Metropolitan Life Insurance Company synthetic guaranteed
investment contract 6,374,333
John Hancock Life Insurance guaranteed investment contract 6,176,785
J.P. Morgan Chase Short Term Interest Fund 4,193,108
Brokerage Accounts 3,215,311
-------------
Total $ 725,744,013
=============
*Party in interest.
11