11-K 1 t11k-2985.txt 11-K 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