-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QyFDxudi9i97H422SparOsMhlj2rHtQUTzUy/vvROvpSYQ7NYfX5Ek63iQ3gIdE5 r3q+6jdMutPjWlmvNRd28A== 0001104659-04-018211.txt : 20040628 0001104659-04-018211.hdr.sgml : 20040628 20040628143414 ACCESSION NUMBER: 0001104659-04-018211 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPHERION CORP CENTRAL INDEX KEY: 0000914536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 363536544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11997 FILM NUMBER: 04884330 BUSINESS ADDRESS: STREET 1: 2050 SPECTRUM BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33309-3008 BUSINESS PHONE: 9543087600 MAIL ADDRESS: STREET 1: 2050 SPECTRUM BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33309-3008 FORMER COMPANY: FORMER CONFORMED NAME: INTERIM SERVICES INC DATE OF NAME CHANGE: 19931108 11-K 1 a04-7232_111k.htm 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

 

For the fiscal year ended December 31, 2003

 

Commission File Number: 1-11997

 

SPHERION CORPORATION

401(k) Benefit Plan

 

2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309

(Address of principal executive offices) (Zip code)

 

(954) 308-7600

(Registrant’s telephone number, including area code)

 

(a) Financial Statements. Filed as part of this Report on Form 11-K are the financial statements of the Spherion Corporation 401 (k) Benefit Plan as required by Form 11-K, together with the report thereon of Deloitte & Touche LLP independent registered public accounting firm, dated June 23, 2004.

 

 



 

SPHERION CORPORATION 401(k) BENEFIT PLAN

 

TABLE OF CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2003 AND 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2003:

 

 

 

Statements of Net Assets Available for Benefits

 

 

 

Statement of Changes in Net Assets Available for Benefits

 

 

 

Notes to Financial Statements

 

 

 

SIGNATURES

 

 

 

EXHIBIT INDEX

 

 

Note:   Certain supplemental schedules required by rules and regulations of the Department of Labor are omitted because of the absence of conditions under which they are required.

 

2



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Plan Administrative Committee

Spherion Corporation

401(k) Benefit Plan

Fort Lauderdale, Florida:

 

We have audited the accompanying statements of net assets available for benefits of Spherion Corporation 401(k) Benefit Plan (the “Plan”) as of December 31, 2003 and 2002 and the related statement of changes in net 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 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 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule 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. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

Certified Public Accountants

 

Fort Lauderdale, Florida

June 23, 2004

 

3



 

SPHERION CORPORATION 401(k) BENEFIT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002

 

ASSETS

 

2003

 

2002

 

 

 

 

 

 

 

INVESTMENTS, AT FAIR VALUE:

 

 

 

 

 

Registered investment company stocks

 

$

90,843,643

 

$

77,646,337

 

Spherion Corporation common stock *

 

3,756,790

 

2,938,303

 

T. Rowe Price TradeLink Plus

 

815,299

 

711,457

 

Participant loans receivable

 

1,447,939

 

1,506,305

 

 

 

 

 

 

 

Total investments

 

96,863,671

 

82,802,402

 

 

 

 

 

 

 

CONTRIBUTIONS RECEIVABLE:

 

 

 

 

 

Employer

 

518,011

 

36,701

 

Participant

 

323,145

 

621,346

 

 

 

 

 

 

 

Total contributions receivable

 

841,156

 

658,047

 

 

 

 

 

 

 

Uninvested cash

 

 

993

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

97,704,827

 

$

83,461,442

 

 


*Nonparticipant-directed (see Note 4).

 

See accompanying notes to financial statements.

 

4



 

SPHERION CORPORATION 401(k) BENEFIT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003

 

ADDITIONS:

 

 

 

Dividend income

 

$

1,637,916

 

Interest income

 

87,341

 

Employee contributions

 

8,506,194

 

Employer contributions

 

544,907

 

Employee rollovers

 

597,310

 

Net appreciation in fair value of investments

 

16,689,361

 

 

 

 

 

Total additions

 

28,063,029

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to Plan participants

 

13,643,494

 

Administrative expenses

 

176,150

 

 

 

 

 

Total deductions

 

13,819,644

 

 

 

 

 

NET INCREASE

 

14,243,385

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR

 

83,461,442

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR

 

$

97,704,827

 

 

See accompanying notes to financial statements.

 

5



 

SPHERION CORPORATION 401(k) BENEFIT PLAN

 

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002

 

1.       DESCRIPTION OF THE PLAN

 

Spherion Corporation 401(k) Benefit Plan (the “Plan” or the “Spherion Plan”) is a defined contribution plan sponsored by Spherion Corporation (the “Plan Sponsor” or “Spherion”). Covered employees are eligible for participation under the Plan after completing 45 days of service. Covered employees are employees actively employed by Spherion, which does not include flexible employees, employees whose annual benefit salary exceeded $135,000 in 2003 and certain other exempt employees. The Summary Plan Description includes a detailed description of covered employees.

 

Non-highly compensated employees can contribute, on a pre-tax basis, an amount equal to but not less than 1% nor more than 50% of the employee’s eligible 401(k) compensation or a maximum of $12,000.  Highly-compensated employees (employees with an annual benefit salary between $90,000 and $135,000) can contribute, on a pre-tax basis, an amount equal to but not less than 1% nor more than 4% of the employee’s eligible 401(k) compensation up to the maximum allowance. All participant and the employer basic matching contributions are 100% participant-directed. Employees’ contributions and actual earnings thereon are fully vested and nonforfeitable at the time of contribution.

 

Employer contributions vest on a graduated scale from one to five years of service, as defined, and become 100% vested at the end of five years or upon death, permanent disability, or retirement at age 65. Employees designated as hourly consultants, management services employees, or highly-compensated employees are not eligible for matching contributions. The employer matching contribution to all eligible participants is 25% of the first 2% of the employee’s contribution and 50% of the employee’s contribution that exceeds 2% but does not exceed 4% of the participant’s compensation. The total employer contribution will not exceed 1.5% of a participant’s compensation. The match is applied on the last day of the Plan year to all eligible employees designated as active as of December 31.  Spherion discontinued its discretionary matching contributions effective January 1, 2003.

 

Plan earnings are allocated to individual accounts based on the participant’s beginning balance as a percentage of the Plan’s total beginning balance. Loans are limited to the lesser of $50,000 or 50% of the participant’s vested account balance.

 

Plan participants who leave Spherion as a result of termination, retirement, or permanent disability may elect to receive their entire vested account in a lump sum or a rollover into another qualified plan, or if the balance exceeds $5,000, the participant may retain their vested balance in the Plan. Contributions will remain in the Plan and continue to earn interest based on the investment fund of the participant’s choice until their entitlement is withdrawn or rolled over into another qualified plan. Through December 31, 2003, participants of certain plans, which were merged into the Plan, were eligible to receive annuity payouts.

 

Although Spherion has not expressed any intent to do so, it has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in the Plan and under the Employee Retirement Income Security Act of 1974 (“ERISA”). In the event that the Plan should be terminated, all Plan assets shall be allocated to the participants as described in the full text

 

6



 

of the Plan. Administrative expenses are charged to Plan participant accounts. The Plan Sponsor directly pays certain audit and legal expenses for the Plan.

 

Plan participants can invest up to 50% of their total vested balance in stocks and bonds outside of the core investment offerings (T. Rowe Price TradeLink Plus). Any transaction costs to purchase or sell shares under this investment option are paid from the participant’s vested account balance.

 

Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

 

2.       SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The financial statements of the Plan have been prepared on the accrual basis of accounting.

 

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

 

Investments—Investments are stated at fair value, determined using quoted market prices. Net appreciation or depreciation in the fair value of investments is determined by using the beginning of the year values or purchase price if acquired during the year. Participant loans receivable bear interest which is set at the Prime interest rate plus 1% at the time of issuance and are collectible over a period not to exceed 5 years, except for loans that are designated for a participant’s principal residency, which are collectible over a period not to exceed 15 years. 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.

 

Payment of Benefits—Benefits are recorded when paid.

 

Forfeited Accounts—For the year ended December 31, 2003, forfeitures on nonvested accounts totaled $172,058, which will be retained in the Plan and used to offset future employer contributions. In 2003, employer contributions were reduced by $355,033 from forfeited nonvested accounts.

 

7



 

3.       INVESTMENTS

 

The following presents investments that make up 5% or more of the Plan’s net assets as of December 31:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund
(20,007,793 shares and 20,414,507 shares, respectively)

 

$

20,007,793

 

$

20,414,507

 

T. Rowe Price Dividend Growth Fund
(404,342 shares and 433,339 shares, respectively)

 

8,377,976

 

7,262,764

 

T. Rowe Price Personal Strategy Balanced Fund
(451,531 shares and 492,179 shares, respectively)

 

7,459,284

 

6,678,863

 

T. Rowe Price Personal Strategy Growth Fund
(744,876 shares and 786,362 shares, respectively)

 

14,383,545

 

11,897,654

 

T. Rowe Price Mid-Cap Growth Fund
(381,526 shares and 402,811 shares, respectively)

 

16,367,445

 

12,503,255

 

T. Rowe Price Equity Index Trust
(285,162 shares and 295,608 shares, respectively)

 

8,802,962

 

7,100,498

 

T. Rowe Price Small-Cap Stock Fund
(199,428 shares and 189,513 shares, respectively)

 

5,579,984

 

4,074,532

 

 

The Plan’s investments (including gains and losses on investments bought and sold during the year then ended) appreciated in value by $16,689,361 in 2003 as follows:

 

 

 

2003

 

 

 

 

 

Registered investment company stocks

 

$

15,393,955

 

T. Rowe Price TradeLink Plus

 

151,221

 

Spherion Corporation common stock

 

1,144,185

 

 

 

 

 

 

 

$

16,689,361

 

 

4.       NONPARTICIPANT—DIRECTED INVESTMENTS

 

All participant and employer matching contributions are 100% participant-directed. In prior years, Spherion could, at its discretion, make an additional annual contribution which was not participant-directed, all of which was invested in Spherion Corporation common stock. In accordance with Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters, as participant and nonparticipant-directed amounts cannot be separately determined in Spherion Corporation common stock, the stock fund is considered to be nonparticipant-directed.

 

8



 

Information about the net assets and the significant components of the changes in net assets relating to Spherion Corporation common stock is as follows for the year ended December 31, 2003:

 

ADDITIONS:

 

 

 

Interest income

 

$

7,069

 

Employee contributions

 

174,644

 

Loan principal repayments

 

42,548

 

Employer contributions

 

1,443

 

Employee rollovers

 

11,498

 

Appreciation in fair value of investments

 

1,144,185

 

 

 

 

 

Total additions

 

1,381,387

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to Plan participants

 

413,228

 

Interfund transfers

 

95,959

 

Loan withdrawals

 

34,783

 

Forfeitures

 

12,781

 

Administrative expenses

 

6,149

 

 

 

 

 

Total deductions

 

562,900

 

 

 

 

 

Net increase

 

818,487

 

 

 

 

 

Net assets available for benefits, beginning of year

 

2,938,303

 

 

 

 

 

Net assets available for benefits, end of year

 

$

3,756,790

 

 

5.       PLAN COMMITTEE AND TRUSTEE

 

The Plan provides for selection of an Administrative Committee, a Plan Administrator, and a Trustee by the Board of Directors of Spherion. The Administrative Committee is responsible for the general administration of the Plan, the interpretation of its provisions, and the reporting and disclosure requirements under ERISA. T. Rowe Price is the Trustee of the Plan and is also the Plan’s Administrator.

 

6.       PLAN TAX STATUS

 

The Internal Revenue Service (the “IRS”) has determined and informed the Plan by a letter dated July 23, 1996 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the ”Code”). The Plan was amended in 2001 and received an updated determination letter dated April 9, 2002 from the IRS stating that the Plan is designed in accordance with applicable sections of the Code. The Plan Sponsor believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and the related trust was tax-exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

7.       PARTY-IN-INTEREST TRANSACTIONS

 

All Plan investments, excluding participant loans, represent a party-in-interest to the Plan (T. Rowe Price, the Plan’s Trustee and Administrator, and Spherion, the Plan’s Sponsor).  The Plan Sponsor pays all legal and accounting fees of the Plan.

 

******

 

9



 

SIGNATURES

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

SPHERION CORPORATION
401(k) Benefit Plan

 

 

 

DATE—June 28, 2004

By:

/s/ RICHARD A. LAMOND

 

 

Richard A. Lamond

 

 

Senior Vice President and

 

 

Chief Human Resources Officer

 

10



 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Name

23.1

 

Consent of Independent Registered Public Accounting Firm

99.1

 

Form 5500, Schedule H, Line 4(i)—Supplemental Schedule of Assets Held for Investment Purposes

 

11


EX-23.1 2 a04-7232_1ex23d1.htm EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statements No. 333-60862, No. 333-18935 and No. 333-116423 of Spherion Corporation on Forms S-8 of our report dated June 23, 2004, appearing in this Annual Report on Form 11-K of Spherion Corporation 401(k) Benefit Plan for the year ended December 31, 2003.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

Fort Lauderdale, Florida

June 25, 2004

 


EX-99.1 3 a04-7232_1ex99d1.htm EX-99.1

Exhibit 99.1

 

SPHERION CORPORATION 401(k) BENEFIT PLAN

 

FORM 5500, SCHEDULE H, LINE 4(i) -
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2003

 

Description

 

Shares

 

Cost

 

Fair
Value

 

 

 

 

 

 

 

 

 

SHARES OF REGISTERED INVESTMENT COMPANIES:

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund *

 

20,007,793

 

$

20,007,793

 

$

20,007,793

 

T. Rowe Price International Stock Fund *

 

319,349

 

2,898,971

 

3,669,322

 

T. Rowe Price Spectrum Income Fund *

 

329,901

 

3,599,588

 

3,882,931

 

T. Rowe Price Dividend Growth Fund *

 

404,342

 

6,842,076

 

8,377,976

 

T. Rowe Price Growth Stock Fund *

 

13,772

 

298,822

 

335,066

 

T. Rowe Price Personal Strategy Income Fund *

 

142,562

 

1,731,835

 

1,977,335

 

T. Rowe Price Personal Strategy Balanced Fund *

 

451,531

 

6,195,487

 

7,459,284

 

T. Rowe Price Personal Strategy Growth Fund *

 

744,876

 

11,425,125

 

14,383,545

 

T. Rowe Price Mid-Cap Growth Fund *

 

381,526

 

12,114,305

 

16,367,445

 

T. Rowe Price Equity Index Trust *

 

285,162

 

6,956,982

 

8,802,962

 

T. Rowe Price Small-Cap Stock Fund *

 

199,428

 

4,407,270

 

5,579,984

 

 

 

 

 

 

 

 

 

Total registered investment company stocks

 

 

 

76,478,254

 

90,843,643

 

 

 

 

 

 

 

 

 

SPHERION CORPORATION COMMON STOCK *

 

 

 

2,553,472

 

3,756,790

 

 

 

 

 

 

 

 

 

T. ROWE PRICE TRADELINK PLUS *

 

 

 

815,299

 

815,299

 

 

 

 

 

 

 

 

 

PARTICIPANT LOANS RECEIVABLE
(Interest rates from 5.0% to 10.5%)

 

 

 

1,447,939

 

1,447,939

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS

 

 

 

$

81,294,964

 

$

96,863,671

 

 

Note:         Collateral for participant loans is not applicable as loans represent use of participant’s own funds. Defaults are subject to applicable tax and penalties by the Internal Revenue Service. Participant loans receivable are due at various maturity dates, and interest is set at the Prime interest rate plus 1% at the date of issuance.

 


* Party-in-interest.

 


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