SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
[X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-475
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
A. O. Smith Corporation
11270 West Park Place
Milwaukee, WI 53224
REQUIRED INFORMATION
1. | Not Applicable. |
2. | Not Applicable. |
3. | Not Applicable. |
4. | The A. O. Smith Profit Sharing Retirement Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Attached hereto is a copy of the most recent financial statements and schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA. |
Exhibits
23.1 | Consent of Independent Auditors |
32 | Certification |
TABLE OF CONTENTS
Page | |
Independent Auditors' Report |
1 |
Statements of Net Assets Available for Benefits |
2 |
Statements of Changes in Net Assets Available for Benefits |
3 |
Notes to Financial Statements |
4 - 8 |
INDEPENDENT AUDITORS REPORT
Benefits Committee
A.O.
Smith Profit Sharing Retirement Plan
Milwaukee, Wisconsin
We have audited the accompanying statements of net assets available for benefits of the A.O. Smith Profit Sharing Retirement Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America and 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 benefits of the Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
April 2, 2004 | |
Milwaukee, Wisconsin | REILLY, PENNER & BENTON LLP |
1
A. O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Statements of Net
Assets Available for Benefits
December 31, 2003 and 2002
2003 |
2002 | |||||||
Assets: | ||||||||
Investments in Master Trust: | ||||||||
Investment options at fair value | $ | 222,242,579 | $ | 184,984,747 | ||||
Participant loans receivable | 2,149,755 | 2,221,264 | ||||||
Total investments | 224,392,334 | 187,206,011 | ||||||
Receivables: | ||||||||
Company contributions | 2,518,118 | 2,504,973 | ||||||
Due from brokers for securities transactions | 8,405 | 2,150 | ||||||
Accrued Interest | 23,923 | -- | ||||||
Total receivables | 2,550,446 | 2,507,123 | ||||||
Net assets available for benefits | $ | 226,942,780 | $ | 189,713,134 | ||||
The accompanying notes
to the financial statement
are an integral part of this statement.
2
A. O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Statements of Changes
in Net Assets Available for Benefits
Years Ended December 31, 2003 and 2002
2003 |
2002 | |||||||
Increases: |
||||||||
Net income (loss) from the Master Trust: | ||||||||
Investments | $ | 35,241,740 | $ | (15,753,393 | ) | |||
Interest income from participant loans | 162,230 | 174,180 | ||||||
Net income (loss) | 35,403,970 | (15,579,213 | ) | |||||
Contributions: | ||||||||
Company | 2,508,134 | 2,492,418 | ||||||
Participants | 6,229,627 | 5,416,220 | ||||||
Rollovers | 171,684 | 181,356 | ||||||
Total contributions | 8,909,445 | 8,089,994 | ||||||
Total (decreases) increases | 44,313,415 | (7,489,219 | ) | |||||
Decreases: | ||||||||
Benefit and withdrawal payments | 9,223,791 | 13,886,502 | ||||||
Change in net assets before transfers | 35,089,624 | (21,375,721 | ) | |||||
Transfers from other plans | 2,140,022 | 4,510 | ||||||
Change in net assets available for benefits | 37,229,646 | (21,371,211 | ) | |||||
Net assets available for benefits: | ||||||||
Beginning of year | 189,713,134 | 211,084,345 | ||||||
End of year | $ | 226,942,780 | $ | 189,713,134 | ||||
The accompanying notes
to the financial statement
are an integral part of this statement.
3
A. O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Notes to Financial
Statements
December 31, 2003 and 2002
1. Basis of Presentation and Significant Accounting Policies
General
The A.O. Smith Profit Sharing Retirement Plan was established in 1956 to cover salaried or commissioned employees of the A. O. Smith Corporation, its subsidiaries and affiliates. Employees are eligible to participate in the Plan if they are scheduled to complete 1,000 hours of service in a Plan year. Employees elect to participate by designating a portion of their salary to be contributed to an account maintained on behalf of the participant. Participants direct the investment of their contributions into various investment options offered by the Plan (see Note 2).
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their account balance, whichever is less. The loans are secured by the balance in the participants account and bear interest at rates which are commensurate with local prevailing rates as determined by the Plans Trustee.
Investment Valuation
All of the Plans assets are held in the A. O. Smith Profit Sharing Retirement Master Trust (Master Trust) (Note 2) which are recorded at fair value. The financial statements of the Master Trust are presented separately and are incorporated by reference to the financial statements of this Plan.
Contributions and Benefit and Withdrawal Payments
The Plan is a defined contribution plan to which participants may make contributions of not less than 1% or more than 25% of their compensation. The Plan provides for all participant contributions to be made with tax-deferred dollars under Section 401(k) of the Internal Revenue Code. These contributions are excluded from the participants current wages for federal income tax purposes. The Internal Revenue Code has set a maximum of $12,000 and $11,000 for tax-deferred contributions that may be excluded for any individual participant in 2003 and 2002, respectively. The Internal Revenue Code also allows additional catch-up contributions for participants over age fifty. The maximum additional contribution allowed was $2,000 and $1,000 in 2003 and 2002, respectively. No federal income tax is paid on the tax-deferred contributions and growth thereon until the participant withdraws them from the Plan.
Contributions from participants are recorded when A. O. Smith Corporation (the Company) makes payroll deductions from Plan participants. Contributions from the Company are accrued in the period in which they become obligations of the Company in accordance with terms of the Plan.
For each $1.00 of 401(k) Tax-Deferred contributions, up to 6% of a participants salary, the Company guarantees a contribution of $.35. Additional Company contributions in excess of $.35 will be based on the Companys return on net worth. The additional Company matching contribution amount is $.05 times the return on net worth between 5% and 10%, plus $.10 times the return on net worth in excess of 10% up to a maximum of 18%. Therefore, the guaranteed and additional contributions can combine for a maximum Company contribution of $1.40 of participant contributions up to 6% of salary.
Vesting
Participants of the Plan are 0% vested in employer contributions with less than two years of participation, 40% vested after two years, 60% after three years, 80% after four years and fully vested after five years of participation. Participants are always fully vested in their own contributions.
4
A. O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Notes to Financial
Statements
December 31, 2003 and 2002
(Continued)
1. Basis of Presentation and Significant Accounting Policies (Continued)
Administrative Expense
Administrative expenses are paid by the Plan and are included as part of the net income (loss) from investments.
Participant Account Provisions
A separate account is maintained for each participant. The separate account balances are adjusted periodically as follows:
a. | Semi-monthly for participants contributions. |
b. | Annually for Company contributions. |
c. | Daily for a proportionate share of increases and decreases in the fair value of Plan assets. |
d. | The accounts are periodically adjusted for forfeitures, which are reallocated to participants in the same manner as if they were a Company matching contribution for the Plan year. Forfeiture allocations for 2003 and 2002 amounted to $3,676 and $38,435, respectively. |
e. | Daily for benefit and withdrawal payments which consist of the following: |
i. | Upon retirement, death, disability, or termination of employment resulting from permanent reduction of personnel, an employee may withdraw any amount or the entire account balance for any reason. At age 70 1/2, an account distribution election must be made. |
ii. | Upon termination of employment for other reasons, the balance in the separate account (reduced for non-vested Company contributions and growth thereon based on years of service) may be paid in a lump sum. |
iii. | An active participant age 59 1/2 or older may withdraw the balance in the separate account. The balance in the separate account is paid to the participant in a lump sum. |
iv. | A participant may withdraw all or any portion of the principal balance attributable to after-tax contributions and earnings and rollover contributions and earnings. All or any portion of the balance attributable to Company contributions and earnings may also be withdrawn if the participant has five full years of employment with the Company. |
v. | A participant may withdraw at any time any amount attributable to participant contributions and growth to purchase, prevent eviction from or foreclosure on, a principal residence or to pay certain expenses (namely post-secondary education and unreimbursed medical expenses). Withdrawals may not include earnings on 401(k) contributions posted to a participants account after 1988. |
vi. | No lump sum cash distribution in excess of $5,000 will be made without the consent of the participant. |
f. | Daily for investment allocation changes made by participants. |
Participants should refer to the Plan document for a more complete description of the Plans provisions.
5
A.O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Notes to Financial
Statements
December 31, 2003 and 2002
(Continued)
2. A. O. Smith Profit Sharing Retirement Master Trust
The Plan assets are held in the A. O. Smith Profit Sharing Retirement Master Trust at the Marshall and Ilsley Trust Company. The Plan offers nine investment vehicles in which participants may invest their account balances. Shares of mutual funds are valued at the net asset value of shares held at year end. Shares of common/collective trust funds are valued at the redemption price established by the Trustee at year end. Participant loans receivable are valued at cost which approximates fair value.
The amount of Master Trust assets, income and change in value which is allocated to the Plan is determined by the ratio of participant account balances in the Plan to the total participant account balances of all participating plans. The defined contribution plans participating in the Master Trust at December 31, 2003, are the A. O. Smith Profit Sharing Retirement Plan, the A. O. Smith Corporation Savings Plan and the A.O. Smith Retirement Savings Plan. At December 31, 2003, the Plan was allocated 86.720% and 86.852%, respectively, of the Master Trust assets.
Significant information related to the investments in the Master Trust as of and for the year ended December 31, 2003, is as follows:
December 31, 2003 Balance |
2003 Income (Loss) |
2003 Change in Fair Value | |||||||||
a. Registered Investment Company Mutual Funds: |
|||||||||||
American EuroPacific Growth Fund | $ | 5,638,542 | $ | 1,276,474 | $ | 1,907,422 | |||||
First American Equity Income Fund | 12,236,031 | 2,538,701 | 2,874,286 | ||||||||
Fidelity Aggressive Equity Portfolio | 66,874,028 | 18,249,653 | 19,174,470 | ||||||||
Vanguard Institutional Index Trust Fund | 18,148,315 | 3,867,231 | 5,736,307 | ||||||||
American Balanced Fund | 15,298,016 | 2,683,865 | 3,164,133 | ||||||||
Evergreen Core Bond Fund | 7,278,861 | 245,842 | 7,278,861 | ||||||||
First American Bond Fund | -- | 37,607 | (6,903,623 | ) | |||||||
Marshall Mid Cap Value Fund | 11,605,122 | 2,748,172 | 4,321,531 | ||||||||
Subtotal | 137,078,915 | 31,647,545 | 37,553,387 | ||||||||
b. Common/Collective Trusts: | |||||||||||
A.O. Smith Stock Fund | 4,074,100 | 1,157,160 | 425,061 | ||||||||
A.O. Smith Stable Asset Income Fund | 113,837,562 | 4,999,712 | 5,328,201 | ||||||||
Subtotal | 117,911,662 | 6,156,872 | 5,753,262 | ||||||||
c. Participant Loans Receivable | 3,763,488 | 262,742 | (82,558 | ) | |||||||
d. Cash | 2 | -- | (16,261 | ) | |||||||
Total | $ | 258,754,067 | $ | 38,067,159 | $ | 43,207,830 | |||||
6
A.O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Notes to Financial
Statements
December 31, 2003 and 2002
(Continued)
2. A. O. Smith Profit Sharing Retirement Master Trust (Continued)
Significant information related to the investments in the Master Trust as of and for the year ended December 31, 2002, is as follows:
December 31, 2002 Balance |
2002 Income (Loss) |
2002 Change in Fair Value | |||||||||
a. Registered Investment Company Mutual Funds: |
|||||||||||
American EuroPacific Growth Fund | $ | 3,731,120 | $ | (462,015 | ) | $ | (1,314,976 | ) | |||
First American Growth and Income Fund | -- | 2,354,707 | (14,445,928 | ) | |||||||
First American Equity Income Fund | 9,361,745 | (5,148,615 | ) | 9,361,745 | |||||||
Fidelity Aggressive Equity Portfolio | 47,699,558 | (13,047,153 | ) | (19,077,193 | ) | ||||||
Vanguard Institutional Index Trust Fund | 12,412,008 | (4,044,497 | ) | (7,065,202 | ) | ||||||
American Balanced Fund | 12,133,883 | (1,172,014 | ) | (3,391,785 | ) | ||||||
First American Bond Fund | 6,903,623 | 494,353 | 1,883,032 | ||||||||
Marshall Mid Cap Value Fund | 7,283,591 | (1,278,029 | ) | 7,283,591 | |||||||
Subtotal | 99,525,528 | (22,303,263 | ) | (26,766,716 | ) | ||||||
b. Common/Collective Trusts: | |||||||||||
A.O. Smith Stock Fund | 3,649,039 | 1,110,203 | 602,092 | ||||||||
A.O. Smith Stable Asset Income Fund | 108,509,361 | 5,346,794 | 5,356,309 | ||||||||
Subtotal | 112,158,400 | 6,456,997 | 5,958,401 | ||||||||
c. Participant Loans Receivable | 3,846,046 | 279,838 | (251,645 | ) | |||||||
d. Cash | 16,263 | -- | (74,686 | ) | |||||||
Total | $ | 215,546,237 | $ | (15,566,428 | ) | $ | (21,134,646 | ) | |||
3. Investments
Investments held by the Plan, that represents 5% or more of the Plans net assets are as follows:
December 31, | ||||||||
2003 |
2002 | |||||||
Fidelity Aggressive Equity Fund, 87,698.815 | ||||||||
and 86,936.220 shares, respectively | $ | 65,186,529 | $ | 46,655,192 | ||||
First American Equity Income Fund, 886,006.766 | ||||||||
And 856,690.395 shares, respectively | 11,340,887 | N/A | ||||||
Vanguard Institutional Index Fund, 151,018.647 | ||||||||
and 131,525.576 shares, respectively | 15,370,678 | 10,581,233 | ||||||
A.O. Smith Stable Asset Income Fund, 4,760,600.751 | ||||||||
and 4,861,098.529 shares, respectively | 88,894,288 | 86,815,438 | ||||||
American Balanced Fund, 834,841.698 | ||||||||
and 799,051.042 shares, respectively | 14,434,413 | 11,522,316 |
7
A.O. SMITH PROFIT
SHARING RETIREMENT PLAN
Milwaukee, Wisconsin
Notes to Financial
Statements
December 31, 2003 and 2002
(Continued)
4. Income Tax Status
The Plan obtained its latest determination letter on October 21, 1999, in which the Internal Revenue Service stated the Plan as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator and the Plans tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
5. Plan Termination
While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his separate account.
6. 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 the reported amounts in the financial statements. Actual results could differ from those estimates.
8
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-05799) pertaining to the A. O. Smith Profit Sharing Retirement Plan (the Plan) of our report dated April 2, 2004, with respect to the financial statements and schedules of the Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003.
Milwaukee, Wisconsin | REILLY, PENNER & BENTON LLP |
June 15, 2004 |
Exhibit 32
CERTIFICATION
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
WITH RESPECT TO THE ANNUAL REPORT ON
FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 2003
PERTAINING TO THE
A. O. SMITH
PROFIT SHARING RETIREMENT PLAN
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, each of the undersigned certifies that to the best of our knowledge:
(1) | the Annual Report on Form 11-K pertaining to the A. O. Smith Profit Sharing Retirement Plan (the Plan) for the year ended December 31, 2003 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respect, the financial condition and results of the Plan. |
Dated: June 15, 2004 | /s/ Daniel J. Velicer |
Daniel J. Velicer | |
Manager, Group Insurance | |
and International Benefits | |
Dated: June 15, 2004 |
/s/ Duane R. Carlson |
Duane R. Carlson | |
Manager, Pension and Savings Plan |