Notes to Financial Statements
December 31, 2012
1. Description of the Plan
The following brief description of the Stanley Black & Decker Retirement Account Plan (formerly the Stanley Account Value Plan) (the
Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plans provisions.
Plan Overview
In connection with the merger of The Black & Decker Corporation
with and into The Stanley Works, effective March 12, 2010, the Plan was amended and restated in its entirety, effective January 1, 2011, and the name of the Plan was changed from the Stanley Account Value Plan to the
Stanley Black & Decker Retirement Account Plan. Effective December 17, 2012, pursuant to the merger of the Employees Profit Sharing Trust of Precision Hardware (Precision Plan), the Plan accepted the transfer of
all the assets and liabilities of the Precision Plan. All of these transferred funds were credited to the pertinent individuals accounts under the Plan. Effective December 17, 2012, pursuant to the sale of the residential hardware and
home improvement business of Stanley Black & Decker, Inc. to Spectrum Brands, Inc., certain participants in the Plan who incurred a severance of employment in connection with such sale became fully vested in their accounts under the Plan.
In connection with this sale, the Plan was amended to provide for the distribution of vested account balances to affected participants, either in a lump sum payment or pursuant to a direct rollover to an eligible plan, including to the buyers
qualified retirement plan.
The Plan, which operates as a leveraged employee stock ownership plan, is designed to comply with Sections 401(a),
401(k) and 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the Code), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. The Plan is a defined contribution plan
for eligible United States salaried and hourly paid employees of Stanley Black & Decker, Inc. and its U.S. affiliates (the Company). Each individual employed by the Company as a common law employee who is subject to the income
tax laws of the United States is covered by the Plan, unless the individual is a leased employee as defined in the Plan, is in a unit of employees listed in Part I of Appendix A of the Plan, or is covered by a collective bargaining
agreement with the Company with respect to which retirement benefits were the subject of good faith negotiation and, as a result of such negotiation, the collective bargaining agreement does not provide that the individuals covered by such
bargaining agreement are to be covered under the Plan. In addition, an individual employed after November 1, 2004, by an entity that first becomes a wholly-owned (direct or indirect) U.S. subsidiary of Stanley Black & Decker, Inc.
after that date is not covered under the Plan during any period in which he or she is employed by the Company, unless the Plan provides for his or her coverage. An individual who is employed by the Company on a temporary assignment from a foreign
affiliate is not considered an eligible employee and will not be covered under the Plan during any period for which he or she is eligible to accrue a benefit under a foreign retirement plan that covers employees of the foreign affiliate pursuant to
the laws of a country other than the United States. Effective July 1, 2011, an individual who is employed by CRC-Evans Pipeline International, Inc. or Microalloying International, Inc. (each a subsidiary of the Company) and is paid pursuant to
a payroll program that is administered outside of the United States is not considered an eligible employee and will not be covered under the Plan. Effective October 1, 2011, an individual whose earnings from the Company are subject to the
income tax laws of a possession of the United States that does not apply all of the provisions of the Code that pertain to qualified retirement plans is not considered an eligible employee and will not be covered under the Plan.
Prior to January 1, 2011, subject to certain additional limitations (including a limitation of 7% of compensation for highly compensated employees,
as defined under the Plan), participants were permitted to contribute to the Plan, through pre-tax payroll deductions, up to 15% of their compensation, as defined in the Plan. Non-highly compensated employees, as determined under the Plan, had the
option of making after-tax contributions to the Plan. Effective January 1, 2011, eligible employees who are not highly compensated (as defined under the Plan), may elect to make before-tax and after-tax contributions under the Plan
of up to a total of 25% of pay for a pay period. Under certain circumstances, participants who have attained age 50 are permitted under the Code to make additional pre-tax contributions (catch-up contributions) to the Plan. Highly
compensated employees may contribute up to 7% of pay for a pay period, on a pre-tax basis (plus catch-up contributions, if applicable), but may not make after-tax contributions to the Plan. A participants contributions (including,
if applicable, catch-up contributions) and matching allocations are allocated to a Choice Account.
8
A participants Choice Account is automatically credited with matching allocations with respect to a
payroll cycle equal to 50% of the participants pre-tax contributions for the payroll cycle credited to such account, taking into account only pre-tax contributions that do not exceed 7% of compensation for the payroll cycle. Therefore, the
maximum matching allocation with respect to a participants pre-tax contributions for a payroll cycle is 3.5% of the participants compensation for such payroll cycle. Matching allocations with respect to a payroll cycle are allocated to
the Choice Account of a participant on whose behalf such allocations are made as soon as practicable after compensation is paid to the participant with respect to the payroll cycle. Catch-up contributions are not eligible for matching
allocations.
All amounts which are credited to a participants Choice Account may be invested as directed by the participant in one or
more of the investment funds made available by the Plan administrator. Amounts received by the Plan on behalf of a participant in a direct rollover or a direct transfer from a qualified plan of an entity that has been acquired by the Company may be
invested as directed by the Plan administrator until such time as the participant provides investment instructions with respect to such amounts.
The allocations credited to a participants Choice Account as of a date before July 1, 1998 (other than matching allocations credited after June 30, 1985 and other than a participants
after-tax contributions to the Plan) are guaranteed a cumulative minimum return by the Pension Plan for Hourly Paid Employees of Stanley Black & Decker, Inc. for the period or periods during which they are invested or reinvested in the
Company Stock Fund. This guarantee provides that the investment return will not be less than an investment return based on two-year U.S. Treasury notes (but not less than 5% nor greater than 12.5%).
Pursuant to regulatory guidance effective January 1, 2011, the Plan is no longer required to provide annual 55/10 diversification
elections to participants who are at least age 55 and have completed ten years of participation, since the Plan complies with the diversification rules under Section 404(c) of the Employee Retirement Income Security Act (ERISA) by
providing employees with at least three diversified investment options plus sufficient information to make informed investment decisions.
Choice Account Fund Investments
A
participant may direct the investment of the funds credited to his or her Choice Account among certain investment funds made available under the Plan. Investment options available as of December 31, 2012 for Choice Account investments were as
follows:
1. BlackRock LifePath
®
Index Non-Lendable Funds F (Target Retirement Funds)
2. BlackRock Money Market Fund
3. State Street Global Advisors (SSgA)
U.S. Intermediate Government/Credit Bond Index Fund Class A
4. Mellon Capital Aggregate Bond Fund
5. SSgA U.S. Inflation Protected Bond Index Fund Class A
6. Mellon Capital S&P 500 Index Fund
7. SSgA U.S. Total Market Index Fund Class A
8. SSgA U.S. Extended
Market Index Fund Class A
9. SSgA Global Equity ex-U.S. Index Fund
10. Neuberger Berman Genesis Fund
11. Dodge & Cox International Stock Fund
12. Stanley Black &
Decker Stock Fund (Company Stock Fund)
Core Account Allocations (formerly Cornerstone Allocations)
The Plan also provides for separate allocations for certain eligible participants. For Plan years beginning before January 1, 2011, Cornerstone
Account allocations were made under the Plan of 3%, 5% or 9% of compensation (depending upon age) and additional Cornerstone Account allocations were made on behalf of eligible Plan participants who were covered under The Stanley Works Retirement
Plan on January 31, 1998. Effective January 1, 2011, employees who would have been eligible for Cornerstone Account allocations of 3%, 5% or 9% of pay under the terms of the Plan as in effect prior to January 1, 2011, and certain
eligible employees of a Black & Decker affiliate (except those represented by collective bargaining agreements or otherwise described in Part II of Appendix A to the Plan) may, instead, receive a Core Account allocation for a
Plan year that begins on or after January 1, 2011, regardless of whether they make contributions to the Plan. The Core Account allocation for a Plan year is based on the eligible employees age on December 31 of the allocation year
and is determined in notional, quarterly credits. In order to receive a Core Account allocation credit for a calendar quarter that ends on or after March 31, 2011, an eligible Plan participant must be employed on the last day of such calendar
quarter and not be employed in a classification that is excluded from Core Account allocations according to the terms of the Plan. Eligible employees under age 40 on December 31 of the applicable Plan year will receive 2% of
9
pay; eligible employees age 40 to 54 on December 31 of the applicable Plan year will receive 4% of pay; and eligible employees age 55 or older on December 31 of the applicable Plan year
will receive 6% of pay. In addition, Core Transition Benefit Allocations and Additional Core Transition Benefit Allocations are made under the Plans requirements for five years (2011-2015) for certain employees who were previously eligible for
Cornerstone Account allocations of 3%, 5% or 9% of pay, and certain employees who were previously eligible to accrue benefits under specified defined benefit plans. Core Accounts are also credited with any funds previously credited to Cornerstone
Accounts.
A participant is not eligible for these separate Core Account allocations if he or she is covered under a collective bargaining
agreement which calls for participation in the Plan; eligible to accrue a benefit under the Pension Plan for Hourly Paid Employees of Stanley Black & Decker, Inc.; an employee of Stanley Security Solutions, Inc.; an employee of Stanley
Supply & Services, Inc. (other than an employee who was employed by Jensen Tools, Inc. on December 29, 2001); an employee at the Kannapolis, North Carolina distribution center whose employment commences on or after December 1,
2004; an employee of Stanley Access Technologies LLC at Dallas, Texas, Cortland, New York, San Diego, California, or at Denver, Fort Collins or Colorado Springs, Colorado, or at Mandeville, Louisiana, Indianapolis, Indiana, Burnsville, Minnesota,
Memphis, Nashville or Knoxville, Tennessee, Jackson, Mississippi, Little Rock, Arkansas, or Salt Lake City, Utah; an employee of Sargent & Greenleaf, Inc.; an employee of Stanley Black & Decker, Inc. at Kentwood, Michigan,
including employees whose primary duties are not performed at the Kentwood, Michigan facilities; an employee of National Manufacturing Co. or National Manufacturing Sales Co. whose employment commences on or after January 1, 2007; an employee
of Stanley Convergent Security Solutions, Inc., an employee of CRC-Evans Pipeline International, Inc. or Microalloying International, Inc.; an employee of Cribmaster, Inc. (known prior to May 4, 2012, as Winware, Inc.); an employee of
InfoLogix, Inc. or InfoLogix Systems Corporation; an employee of Lista International Corporation; or an employee of AeroScout, Inc. A participant who is employed by Stanley Black & Decker, Inc. pursuant to the Executive Chairman Agreement,
as defined in the Agreement and Plan of Merger, dated as of November 2, 2009, is excluded from Core Account allocations.
A participant
may, at any time, direct the investment of the funds credited to his or her Core Account into one of the Target Retirement Funds made available under the Plan for investment of amounts credited to Core Accounts. A participant may direct that his or
her Core Account funds be moved from one Target Retirement Fund to another Target Retirement Fund, provided that all of his or her Core Account funds are invested in the same Target Retirement Fund. If a participant does not direct the investment of
new contributions or allocations to his or her Core Account, these funds will automatically be invested in the participants age appropriate Target Retirement Fund until the participant makes an affirmative election for a different Target
Retirement Fund.
Distributions and Vesting
Participants are fully vested in their own contributions and earnings thereon and amounts transferred or rolled over from other qualified plans on their behalf. All participants who are employed on or
after January 1, 2002, but are not credited with any hours of service after December 31, 2010, are vested in 100% of the value of the matching allocations made on their behalf once they have completed 3 years of service with no vesting in
the matching allocations before completion of 3 years of service. All participants who are employed on or after January 1, 2007, but are not credited with any hours of service after December 31, 2010, are vested in 100% of the value of
Core Account allocations made on their behalf once they have completed 3 years of service. Upon the earlier of completion of one year of service or attainment of age 55 while an employee of the Company, a participant who is credited with an hour of
service with the Company, on or after January 1, 2011, will become 100% vested in the portion of his or her Choice Account attributable to matching allocations credited after 1986, matching contributions transferred from The Black &
Decker Retirement Savings Plan that were made to that plan after 2007, and certain other allocations to a Choice Account made after 1997. Moreover, a participant who is credited with an hour of service on or after January 1, 2011, will become
vested in allocations to his or her Core Account, upon the earlier of the date on which the participant completes three years of service or the date on which the participant attains age 55 while an employee of the Company.
Benefits generally are distributed upon retirement, disability, death, or termination of employment. Normally, a lump-sum distribution is made in cash or
whole shares of the Companys common stock (hereinafter referred to as Stanley Black & Decker Stock or Common Stock or shares), at the election of the participant, equal to the value of assets in the participants accounts under
the Plan at the time of the distribution. Certain restrictions on transfers of assets to or from the Company Stock Fund, or the receipt of loans, withdrawals, or distributions from the Company Stock Fund, apply to those participants who are subject
to Section 16(b) of the Securities and Exchange Act of 1934. Certain transfer restrictions also apply during the quarterly blackout periods enforced by the Company with respect to trading in Stanley Black & Decker Stock by insiders.
10
During active employment, subject to financial hardship rules or the attainment of age 59 1/2, a
participant, subject to certain procedures, may make withdrawals from the vested amounts in his or her Choice Account. Also, a participant whose Choice Account holds funds that were transferred to the Plan on behalf of the participant in a direct
transfer from another defined contribution plan sponsored by a business that was acquired by the Company (Acquired Plan) may, under certain circumstances set forth in the Plan, withdraw a portion of such transferred funds held in the
participants Choice Account. A participant may, for any reason, withdraw all or a portion of the amount in the participants Choice Account that is attributable to any after-tax contributions he or she has made to the Plan. Effective
January 1, 2011, a participant may also withdraw all or a portion of the amount that is attributable to any rollover contributions or direct rollovers that have been credited to his or her Choice Account under the Plan.
Notwithstanding the foregoing, a participant who received a hardship withdrawal from the Sonitrol Plan after June 16, 2011, is prohibited from
making before-tax or after-tax contributions under the Plan until the expiration of the six-month suspension period that became effective under the Sonitrol Plan with respect to his or her before-tax and after-tax contributions under the Sonitrol
Plan at the time of receipt of such hardship withdrawal.
Notes Receivable from Participants
Participants may borrow from their Choice Accounts up to an aggregate amount equal to the lesser of $50,000 or 50% of the value of their vested interest
in such accounts, with a minimum loan of $1,000. The $50,000 loan amount limitation is reduced by the participants highest outstanding balance of loans from the Plan during the 12 months preceding the date the loan is made. Each loan is
evidenced by a negotiable promissory note bearing a rate of interest equal to the prime rate, as reported in
The Wall Street Journal
on the first business day of the month in which the loan request is processed, plus one percent (1%), which
is payable, through payroll deductions, over a term of not more than five years. General-purpose loans must be repaid within 60 months; however, participants are allowed ten years to repay the loan if the proceeds are used to purchase a principal
residence. As a general rule, a participant may not have more than one loan outstanding at any time, except to the extent that, after the participant has taken a loan from the Plan, one or more loans that are not in default are transferred to the
Plan on behalf of the participant in a direct transfer from an Acquired Plan. A participant may not request a new loan until a loan on which payments are currently being made, including any transferred loan from an Acquired Plan, is paid in full. If
a loan is outstanding at the time a distribution becomes payable to a participant (or beneficiary), the distribution is made net of the outstanding loan amount.
Unallocated Fund
The Plan borrowed $95,000,000 in 1989 from a group of financial
institutions and $180,000,000 in 1991 from the Company (see Notes 4 and 5) to acquire 5,868,088 and 9,696,968 shares, respectively, of Common Stock from the Companys treasury and previously unissued shares (Exempt Loans). The
shares purchased from the proceeds of the Exempt Loans were placed in the Unallocated Stanley Black & Decker Stock Fund (the Unallocated Fund). Under the 1989 Exempt Loan agreement, the Company guaranteed the loan to ensure that
there would be annual contributions sufficient to enable the Plan to repay the 1989 Exempt Loan plus interest. Both of the Exempt Loan agreements were refinanced effective June 30, 1998. The 1989 Exempt Loan was fully repaid in December 2009.
Monthly transfers of shares of Stanley Black & Decker Stock are made from the Unallocated Fund for allocation to participants based
on the current period debt principal and interest payments made under an Exempt Loan as a percentage of total future debt principal and interest payments. As a general rule, dividends received on allocated shares of Stanley Black & Decker
Stock are applied to make payments on the Exempt Loan that was used to acquire those shares. Dividends received on unallocated shares of Stanley Black & Decker Stock and participant and Company contributions (other than contributions of
Stanley Black & Decker Stock) are used to make payments under an Exempt Loan.
The Company will make a contribution to the Plan for a
Plan year, of the amount, if any, by which the sum of the value of Stanley Black & Decker Stock released from the Unallocated Fund with respect to the Plan year and the contributions to the Plan that are not used to make payments under an
Exempt Loan for the Plan year is less than the total of: (i) the participants contributions for the Plan year; (ii) any matching allocations or Core Account allocations made for the Plan year, (other than the amount of such
allocations attributable to forfeitures); and (iii) any dividends paid on shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to participants interests in the Company Stock Fund that are used to make
payments under an Exempt Loan for that Plan year. Moreover, the Company will make a contribution to the Plan for a Plan year, of the amount, if any, by which the amount needed to make payments under an Exempt Loan for the Plan year exceeds the total
of: (i) the participants contributions; (ii) dividends paid on shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to participants interests in the Company Stock Fund that are applied to make
payments under an Exempt Loan for that Plan year; (iii) dividends paid on shares of Stanley Black & Decker Stock in the Unallocated Fund that are applied to make payments under an Exempt Loan for that Plan year; and (iv) any
Company contributions to the Plan for such Plan year that are applied to make payments under an Exempt Loan for that Plan year. A contribution will be applied in accordance with the terms of the Plan.
11
Additional allocations will be made proportionally to the Choice Accounts of eligible participants for a
Plan year, if the value of Stanley Black & Decker Stock released from the Unallocated Fund with respect to the Plan year, and the contributions made to the Plan for that Plan year that are not used to make payments under an Exempt Loan,
exceeds the total of participant contributions made for the Plan year, matching and Core Account allocations (other than the amount of such allocations attributable to forfeitures) made for the Plan year, and dividends paid during the Plan year on
allocated shares of Stanley Black & Decker Stock in the Company Stock Fund applied to make payments under an Exempt Loan for the Plan year. Special rules expanding participant eligibility for such allocations apply in the event of a change
in control of the Company (as such term is defined in the Plan). There was no such additional allocation for the 2012 Plan year.
The trust
agreement governing the Plan provides that the trustee will vote the shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to a participants Choice Account in the Plan in accordance with such participants
directions. The trust agreement governing the Plan provides that, if the trustee does not receive voting instructions with respect to shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to a participants
Choice Account in the Plan, the trustee will vote such shares in the same proportion as it votes the allocated shares for which instructions are received from Plan participants. The trust agreement also provides that shares in the Unallocated Fund
are to be voted by the trustee in the same proportion as it votes the shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to Choice Accounts for which instructions are received from Plan participants. Therefore, by
providing voting instructions with respect to shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to a participants Choice Account in the Plan, a Plan participant will, in effect, be providing instructions
with respect to a portion of the shares in the Unallocated Fund and a portion of the shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to Choice Accounts in the Plan for which instructions were not provided as
well. The foregoing provisions are subject to applicable law which requires the trustee to act as a fiduciary for Plan participants. Therefore, it is possible that the trustee may vote shares of Stanley Black & Decker Stock in the Company
Stock Fund attributable to Choice Accounts in the Plan for which it does not receive instructions (as well as shares held in the Unallocated Fund) in a manner other than the proportionate method described above if it believes that proportionate
voting would violate applicable law.
In addition, the trust agreement provides that the trustee will respond to a tender or exchange offer
with respect to the number of shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to a participants Choice Account in the Plan in accordance with such participants directions. If a participant does not
direct the trustee as to the manner in which to respond to a tender or exchange offer, such participant will be deemed to have directed the trustee not to tender or exchange shares of Stanley Black & Decker Stock that are attributable to
his or her interest in the Company Stock Fund. Any such allocated shares with respect to which the trustee has not received timely instructions from a participant will not be tendered or exchanged. Shares of Stanley Black & Decker Stock
held by the trustee which have not been allocated to the Choice Account of any participant shall be tendered or exchanged by the trustee in the same proportion as the allocated shares of Stanley Black & Decker Stock as to which the trustee
receives instructions (including deemed instructions as described above). Therefore, by providing instructions as to whether to tender or exchange shares of Stanley Black & Decker Stock in the Company Stock Fund attributable to his or her
Choice Account (including deemed instructions as described above), a participant will, in effect, be providing instructions with respect to a portion of the shares held in the Unallocated Fund in the Plan. The foregoing provisions are subject to
applicable law, which requires the trustee to act as a fiduciary for Plan participants. Therefore, it is possible that the trustee may make decisions regarding the tender or exchange of shares of Stanley Black & Decker Stock held in the
Unallocated Fund in a manner other than the proportionate method described above if it believes that this proportionate method would violate applicable law.
The Company reserves the right to amend or terminate the Plan at any time. Upon the termination of the Plan, the interest of each participant in the trust fund will become vested and will be distributed
to such participant or his or her beneficiary at the time prescribed by the Plan terms and the Code.
The Plan maintains separate accounts for
participants. In addition to the participants contributions, matching allocations, Core Account allocations, and the participants loan payments, such accounts are credited with related gains, losses, and dividend income.
At December 31, 2012 and 2011, benefits payable to terminated vested participants who had requested their payments were $55,622 and $432,620,
respectively.
12
Forfeited Accounts
During the years ended December 31, 2012 and 2011, amounts forfeited from non-vested accounts totaled $1,129,606 and $243,667, respectively. As of December 31, 2012 and 2011, the balance in the
forfeited non-vested account totaled $212,875 and $119,547, respectively. Such forfeitures are applied under the terms of the Plan to fund matching allocations and Core Account allocations.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared using the modified cash basis of accounting in accordance with U.S. generally
accepted accounting principles. Benefit payments to participants are recorded upon distribution.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Adoption of New Accounting Pronouncement
In May 2011, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, Fair Value MeasurementAmendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which was included in Subtopic
820 in the FASB Codification. Disclosures required by the Amendment include information about transfers between Level 1 and Level 2 of the fair value hierarchy, information about the sensitivity of a fair value measurement categorized within Level 3
of the fair value hierarchy to changes in unobservable inputs and interrelationships between those unobservable inputs, and the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of
financial position, but for which the value of such items is required to be disclosed. The Amendments within Subtopic 820 are effective for interim and annual reporting periods beginning after December 15, 2011, with early adoption not
permitted, and must only be applied prospectively. The adoption of ASU 2011-04 did not have a material impact on the Plans financial statements.
Investments
The carrying amounts of all investments are reported at fair value. The Plan
investments consist predominantly of shares of Stanley Black & Decker Stock, money market funds, mutual funds, and commingled funds. Stanley Black & Decker Stock and the mutual funds are traded on a national exchange and valued at
the last reported sales price on the last business day of the Plan year. The Stanley Black and Decker Stock Fund and other commingled funds are stated at fair market value on the last business day of the Plan year using independent pricing services.
Short-term investments consist of short-term bank-administered trust funds which earn interest daily at rates approximating U.S. Government securities; cost approximates market value.
Effective January 1, 2011, the assets of the Plan are held in trust by an independent corporate trustee, Wells Fargo Bank, National Association, (the Trustee) pursuant to the terms of a
written Trust Agreement between the Trustee and the Company.
Investments representing 5% or more of the fair value of net plan assets are as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Stanley Black & Decker Common Stock*
|
|
$
|
487,720,678
|
|
|
$
|
486,344,144
|
|
Mellon Capital S&P 500 Index Fund
|
|
$
|
137,433,578
|
|
|
$
|
128,080,960
|
|
Blackrock Money Market Fund
|
|
$
|
112,098,380
|
|
|
$
|
121,977,867
|
|
Neuberger Berman Genesis Fund
|
|
$
|
**
|
|
|
$
|
60,685,220
|
|
*
|
Both participant and non-participant directed.
|
**
|
Amount is less than 5% of the Plans net assets available for benefits.
|
13
Dividend income
Dividend income is accrued on the ex-dividend date.
Gains or Losses on Sales of Investments
Gains or losses realized on the sales of investments are determined based on average cost.
Expenses
Administrative expenses not
paid by the Plan are paid by the Company.
3. Fair Value Measurements
FASB ASC 820 Fair Value Measurement defines, establishes a consistent framework for measuring, and expands disclosure requirements about fair value. The framework for measuring fair value
provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and
the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
|
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|
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Level 1
|
|
|
|
Unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
|
|
|
|
Level 2
|
|
|
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other than quoted
prices that are observable for the asset or liability; and assets or liabilities that are derived principally from, or corroborated by, observable market data by correlation or other means.
|
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|
|
Level 3
|
|
|
|
Assets or liabilities that are valued using unobservable inputs.
|
The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement. Valuation techniques maximize the use of the relevant observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011.
Common Stocks Level 1 common stocks are valued at the closing price reported on the active market on which the individual securities are traded.
Level 2 common stocks are a unitized fund with a cash cushion resulting in the fund being valued at the closing price of similar assets in active markets.
Money Market Valued at the closing price of similar assets in active markets.
Mutual
Funds Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and
to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Commingled Funds Valued at the closing
price of similar assets in active markets.
14
The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair
value measurements fall, for assets measured at fair value on a recurring basis:
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|
|
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|
|
|
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|
|
Fair Value at December 31, 2012
|
|
|
|
Total
|
|
|
Level 1
Inputs
|
|
|
Level 2
Inputs
|
|
|
Level 3
Inputs
|
|
Stanley Black & Decker Stock
|
|
$
|
487,720,678
|
|
|
$
|
250,219,355
|
|
|
$
|
237,501,323
|
|
|
$
|
|
|
Short-term Investments
|
|
|
2,649,179
|
|
|
|
|
|
|
|
2,649,179
|
|
|
|
|
|
Mutual Funds
|
|
|
90,567,629
|
|
|
|
90,567,629
|
|
|
|
|
|
|
|
|
|
Commingled Funds
|
|
|
750,821,592
|
|
|
|
|
|
|
|
750,821,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
$
|
1,331,759,078
|
|
|
$
|
340,786,984
|
|
|
$
|
990,972,094
|
|
|
$
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Fair Value at December 31, 2011
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|
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Total
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|
|
Level 1
Inputs
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|
|
Level 2
Inputs
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|
|
Level 3
Inputs
|
|
Stanley Black & Decker Stock
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|
$
|
486,344,144
|
|
|
$
|
249,465,294
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|
|
$
|
236,878,850
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|
|
$
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|
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Short-term Investments
|
|
|
5,674,073
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|
|
|
2,010,076
|
|
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|
3,663,997
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|
|
|
|
|
Mutual Funds
|
|
|
87,345,764
|
|
|
|
87,345,764
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|
|
|
|
|
|
|
|
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Commingled Funds
|
|
|
677,462,769
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|
|
|
|
|
|
|
677,462,769
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|
|
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|
|
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Total
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|
$
|
1,256,826,750
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|
|
$
|
338,821,134
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|
|
$
|
918,005,616
|
|
|
$
|
|
|
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|
|
|
|
|
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The availability of observable market data is monitored to assess the appropriate categorization of financial instruments
within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning
of the reporting period.
We evaluated the significance of transfers between levels based upon the nature of the financial instrument and size
of the transfer relative to total net assets available for benefits. For the years ended December 31, 2012 and 2011, there were no significant transfers in or out of levels 1, 2 or 3. In 2012, management reassessed the inputs utilized in the
fair value hierarchy and determined a certain investment should be categorized as a level 1 investment instead of a level 2. As a result, the fund was reclassified from level 2 to level 1 as of December 31, 2011.
4. Debt
Debt consisted of the following
at December 31:
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|
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|
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2012
|
|
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2011
|
|
Notes payable to the Company in monthly installments to 2028 with interest at 6.09%
|
|
$
|
105,925,844
|
|
|
$
|
113,425,844
|
|
The scheduled maturities of debt for the next five years are as follows: 2013 $7,400,004; 2014 $7,200,000;
2015 $7,200,000; 2016 $6,950,004 and 2017 $6,849,996 .
The number of shares held in the Unallocated Fund is reduced as
shares are released to the Company Stock Fund pursuant to principal and interest payments. During 2012 and 2011, 308,560 and 322,967 shares, respectively, were released and at December 31, 2012 and 2011, 3,382,714 and 3,691,274 shares,
respectively, were unallocated. Should the principal and interest due exceed the dividends paid on shares in the Company Stock and Unallocated Funds, and employee and Company matching contributions, the Company is responsible for funding such a
shortfall. There were no such debt service funding shortfalls in 2012 or 2011.
5. Transactions with Parties-in-Interest
Fees paid during 2012 and 2011 for management and other services rendered by parties-in-interest were based on customary and reasonable rates for such
services. The majority of such fees were paid by the Plan. Fees paid by the Plan during 2012 and 2011 were $824,801 and $662,716, respectively.
In 1991, the Plan borrowed $180,000,000 from the Company, the proceeds of which were used to purchase 9,696,968 shares of Company stock for the Plan. In
1998, the Plan borrowed $2,831,378 from the Company, the proceeds of which were used to pay a prepayment penalty incurred in connection with debt refinancing. The Plan made $14,197,770 and $14,860,625 of principal and interest payments related to
this debt in 2012 and 2011, respectively. At December 31, 2012 and 2011, $105,925,844 and $113,425,844, respectively, was outstanding on such debt.
15
6. Income Tax Status
The Internal Revenue Service (IRS) has ruled that the Plan and the trust qualify under Sections 401(a) and 401(k) of the Code and are therefore not subject to tax under present income tax law.
Once qualified, the Plan is required to operate in accordance with the Code to maintain its qualification. The Company is not aware of any course of action or series of events that have occurred that might adversely affect the Plans qualified
status. An updated determination letter regarding the Plan was issued by the IRS on December 6, 2004, at which time the IRS stated that the form of the Plan, as then designed, was in compliance with applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator, which consults regularly with outside legal counsel regarding Plan matters, believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
A request for an updated determination letter regarding the Plan was submitted to the IRS on January 31, 2011, and, as of the date of this filing, such request remains pending before the IRS.
7. Assets Transferred from Certain Acquired Plans
Reflected in Transfers from other plans in the accompanying Statement of Changes in Net Assets Available for Benefits for the year ending December 31, 2012 are $44,911 of assets that were transferred
to the Plan from a certain acquired plan pursuant to the merger of such plan into the Plan. This transfer was made on behalf of former participants in the Employees Profit Sharing Trust of Precision Hardware (Precision Plan), effective
December 17, 2012. The transferred plan assets were allocated to the Choice Accounts of the pertinent individuals, and invested under the Plan in the investment funds that corresponded to the individuals Precision Plan funds as of a
specified date. If an individual did not have a Choice Account in the Plan, a Choice Account was established for that individual and his or her transferred plan assets were invested in the investment funds in the Plan that corresponded to the
investment funds in which his or her Precision Plan funds were invested on the pertinent date.
8. Risks and Uncertainties
The Plan invests in various investment securities which are exposed to certain risks including interest rate, market, currency and credit risks.
Accordingly, material changes in the value of the investment securities could occur affecting the future value of participant accounts (inclusive of participant holdings of the Companys common stock) as well as the Unallocated Fund balance as
presented in the Statements of Net Assets Available for Benefits. Risks and uncertainties specifically related to the Companys Common Stock include those set forth in the Companys Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission.
16