2012 Diebold, Incorporated 401k Savings Plan Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
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o | | TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4879
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
(Full title of the plan)
Diebold, Incorporated 5995 Mayfair Road PO Box 3077 North Canton, Ohio 44720-8077
(Name of issuer of the securities held by the plan and the address of its principal executive office)
DIEBOLD, INCORPORATED
401(k) SAVINGS PLAN
ANNUAL REPORT INDEX
December 31, 2012 and 2011
The following financial statements and other information of Diebold, Incorporated 401(k) Savings Plan are included herewith:
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• | Statements of Net Assets Available for Benefits - December 31, 2012 and 2011; |
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• | Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2012 and 2011; |
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• | Notes to Financial Statements - December 31, 2012 and 2011. |
The following supplemental schedule of Diebold, Incorporated 401(k) Savings Plan included in the Annual Report of the Plan on Form 5500 filed with the Department of Labor for the year ended December 31, 2012 is included herewith:
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• | Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2012 |
All other supplemental schedules and notes for which provision is made in the applicable rules and regulations of the Department of Labor Regulations are not required under the related instructions or are inapplicable and, therefore, have been omitted.
DIEBOLD, INCORPORATED
401(k) SAVINGS PLAN
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator and Participants
Diebold, Incorporated 401(k) Savings Plan
North Canton, Ohio
We have audited the accompanying statements of net assets available for benefits of the Diebold, Incorporated 401(k) Savings Plan (the Plan) as of December 31, 2012 and 2011, 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 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 audits 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, 2012 and 2011 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed 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) as of December 31, 2012 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 is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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/ BOBER, MARKEY, FEDOROVICH & COMPANY
BOBER, MARKEY, FEDOROVICH & COMPANY
Akron, Ohio
June 28, 2013
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2012 AND 2011
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| | | | | | | | |
| | December 31, |
| | 2012 | | 2011 |
Investments, at fair value: | | | | |
Participant-directed | | $ | 509,913,313 |
| | $ | 451,484,152 |
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| | | | |
Notes receivable - participant | | 13,136,942 |
| | 12,920,924 |
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Contribution receivable - participant | | 6,816 |
| | — |
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Contribution receivable – employer | | 52,607 |
| | 126,679 |
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Other receivable (note 1(c)) | | — |
| | 2,125,200 |
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Net assets available for benefits, at fair value | | 523,109,678 |
| | 466,656,955 |
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| | | | |
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | | (3,845,712 | ) | | (3,273,499 | ) |
Net assets available for benefits | | $ | 519,263,966 |
| | $ | 463,383,456 |
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See accompanying notes to financial statements
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
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| | Year ended December 31, |
| | 2012 | | 2011 |
Additions: | | | | |
Contributions | | | | |
Participant | | $ | 30,134,401 |
| | $ | 27,698,577 |
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Employer | | 8,470,693 |
| | 5,902,281 |
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Total contributions | | 38,605,094 |
| | 33,600,858 |
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Investment income: | | | | |
Interest and dividends | | 12,578,620 |
| | 12,268,652 |
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Net appreciation (depreciation) in the fair value of investments | | 39,829,222 |
| | (12,179,948 | ) |
Interest income, notes receivable - participant | | 548,322 |
| | 563,208 |
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Other additions (note 1(c)) | | 64,516 |
| | 6,375,810 |
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Total additions | | 91,625,774 |
| | 40,628,580 |
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| | | | |
Deductions: | | | | |
Benefits paid to participants | | 35,378,837 |
| | 34,184,782 |
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Administrative expenses | | 366,427 |
| | 367,769 |
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Assets transferred out (note 1(a)) | | — |
| | 753,838 |
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Total deductions | | 35,745,264 |
| | 35,306,389 |
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Net increase during the year | | 55,880,510 |
| | 5,322,191 |
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Net assets available for benefits: | | | | |
Beginning of year | | 463,383,456 |
| | 458,061,265 |
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End of year | | $ | 519,263,966 |
| | $ | 463,383,456 |
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See accompanying notes to financial statements
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
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(1) | Description of the Plan |
The following brief description of the Diebold, Incorporated 401(k) Savings Plan (the Plan), as amended, provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
(a) General
The Plan was established as a defined contribution plan effective as of April 1, 1990 by Diebold, Incorporated (the Employer). The Plan consists of two distinct components. The first component is the profit sharing portion, including cash or deferred arrangement, intended to be qualified under Section 401(k) of the Internal Revenue Code (IRC), which consists of all plan assets and funds, except for plan assets and funds invested in Diebold, Incorporated common stock. The second component of the Plan is the Employee Stock Ownership Plan (ESOP), which consists solely of all plan assets and funds invested in Diebold, Incorporated common stock. By establishing an ESOP within the Plan, the participants can receive their cash dividends from Diebold, Incorporated common stock directly, if desired, and the Employer can take a corresponding tax deduction. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan covers substantially all U.S. employees of the Employer and its domestic subsidiaries. The Plan does not cover certain categories of part-time, temporary and intern employees or employees covered by a collective bargaining agreement. The terms of the Plan described below are applicable to the majority of participants. Due to the merger of legacy 401(k) plans into the Plan, the terms of a small number of participants may vary slightly from the terms described below. However, these participants have substantially the same benefits and requirements of the other Plan participants.
During the first quarter of 2011, the Employer sold one of its domestic subsidiaries. In connection with this sale, assets related to those employees were transferred out of the Plan.
(b) Contributions
For the years ended December 31, 2012 and 2011, the Plan allowed each participant to voluntarily contribute from one to fifty percent (in one percent increments) of pre-tax compensation, but not in excess of the maximum amount permitted by the IRC. The Plan also allowed employees aged 50 and older to elect to make additional catch-up contributions subject to certain limitations under the IRC. The following table represents the Employer's Basic Matching Contribution percentage on participant pre-tax contributions up to a percentage of their compensation:
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| Employees hired prior to July 1, 2003 | | Employees hired on or after July 1, 2003 |
Effective January 1, 2011 - December 31, 2011 | 25% of first 6% | | 55% of first 6% |
Effective January 1, 2012 - December 31, 2012 | 30% of first 6% | | 60% of first 6% |
The Employer match is determined by the Board of Directors. As of the last day of each Plan year, the Employer calculates the amount of the Basic Matching Contribution that would be contributed on behalf of each participant for that Plan year if the Basic Matching Contribution were calculated and contributed on an annual basis rather than during each payroll period. The Employer contributes to the Trust Fund, as of the last day of the Plan year, any additional amount necessary to increase the Basic Matching Contribution for each participant to the amount of the Basic Matching Contribution as calculated on an annual basis. The additional Basic Matching Contribution receivable calculated on an annual basis was $48,808 and $126,679 as of December 31, 2012 and 2011, respectively.
At the end of any Plan Year, the Employer, at its discretion, may determine that an Additional Matching Contribution be made for the next succeeding Plan year. The amount of any Additional Matching Contribution shall be determined solely by action of the Board of Directors. There were no Additional Matching Contributions made on behalf of any plan participants in either 2012 or 2011.
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
(c) Other Additions
As of December 31, 2011, the Plan recorded a receivable of $2,125,200 related to a correction of calculations of the employer matching contributions. This correction was funded by the Employer in March 2012 and related to periods prior to 2011.
In 2011, the Plan received $1,391,256 related to the correction of an operational error due to failure by the Employer to automatically enroll newly hired or rehired associates. Approximately $1,296,000 of this correction was for periods prior to 2011.
The Employer was served with various lawsuits by participants in the Employer's 401(k) savings plan, which were subsequently consolidated into a single proceeding, alleging breaches of fiduciary duties with respect to the plan. In 2011, a settlement of $2,848,683 was paid to the Plan related to this litigation.
(d) Participants' Accounts
Each participant directs his or her contributions, as well as any employer matching contributions, into any of several investment funds within the Plan with a minimum investment in any fund of one percent. Participants' accounts are valued on a daily basis.
(e) Vesting
For employees hired before July 1, 2003, a participant's pre-tax contributions and earnings, and the Employer's contributions and earnings are immediately vested and non-forfeitable. For employees hired on or after July 1, 2003, a participant's pre-tax contributions and earnings are immediately vested and non-forfeitable; however, Employer contributions and earnings are vested in accordance with the following schedule: less than three years service, zero percent; three or more years of service, 100 percent.
(f) Distribution of Benefits
Upon termination of service with the Employer or an affiliate, a participant may elect to receive his or her total vested account balance in a lump sum payment, defer receipt until his/her retirement date, or make a direct rollover to a qualified plan if such total account balance exceeds $5,000. If the vested account balance does not exceed $5,000, the participant may elect to receive his or her total account balance in a lump sum payment or make a direct rollover to a qualified plan. If the account balance is greater than $1,000 and the participant does not elect one of the noted options, the Plan Administrator (the Administrator) will pay the distribution in a direct rollover to the individual retirement annuity plan designated by the Administrator. If the account balance is $1,000 or less and the participant does not make a distribution election, the funds are distributed in the form of a cash lump sum. The Administrator or its designee shall make such determination on a periodic basis, not less frequently than annually. For any funds invested in the Diebold Company Stock Fund, the participant may make an election to receive cash or the Employer's common stock.
(g) Notes Receivable - Participant
Loan transactions are treated as transfers between the various funds and the Loan Fund. Under the terms of the Plan, active participants of the Plan may borrow against their total account balance except for their balance in the Retiree Medical Funding Account. The minimum amount of any loan is $1,000 and the maximum is $50,000 or 50 percent of a participant's current vested balance, whichever is less. Loan payments are made through equal payroll deductions over the loan period of one to five years. If a loan is not repaid when due, the loan balance is treated as a taxable distribution from the Plan. Interest charged, which is based on the prime interest rate plus one percent as of the loan effective date, is determined by the Employer and ranged from 4.25 percent to 9.25 percent at December 31, 2012 and 2011.
(h) Withdrawals
A financial hardship provision is available, enabling a participant to withdraw an amount to cover an immediate financial need.
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
(i) Expenses
All costs and expenses incident to the administration of the Plan are paid by the Administrator, or at the discretion of the Administrator, paid from the assets of the Plan, except for loan processing and administration fees associated with the Loan Fund and fees associated with the managed account program, which are both borne by the individual participants.
(j) Forfeited Accounts
At December 31, 2012 and 2011, forfeited unvested accounts totaled $151,008 and $22,685, respectively. These accounts are used to reduce future employer contributions or administrative fees.
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(2) | Summary of Significant Accounting Policies |
(a) Basis of Presentation
The accompanying financial statements have been prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
The presentation of certain prior-year information has been reclassified to conform to the current presentation.
(b) Investment Valuation
The Plan's investments are stated at fair value as of the last business day of the Plan year. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at year-end. The Plan's investment options include a collective investment trust of Diebold common shares in which the Company's defined contribution plans participate on a unit basis. Diebold common shares are traded on a national securities exchange and participation units in The Diebold Company Common Stock Fund are valued at the last reported sales price on the last business day of the plan year. The valuation per share of The Diebold Company Common Stock was $30.61 and $30.07 at December 31, 2012 and December 31, 2011, respectively. The valuation per unit of The Diebold Company Common Stock Fund was $10.52 and $10.35 at December 31, 2012 and December 31, 2011, respectively.
Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contract from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
(c) Notes Receivable - Participant
Participant loans are classified as notes receivable from participants and are measured at their unpaid principal balance plus any accrued interest.
(d) Benefit Payments
Benefits are recorded when paid.
(e) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in assets available for benefits during the reporting period. Actual results could differ from those estimates.
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
(f) Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
The following presents investments that represent five percent or more of the Plan's assets available for benefits as of December 31:
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| | | | | | | | | | | | | |
| 2012 | | 2011 |
| Number of | | Fair | | Number of | | Fair |
| Shares/Units | | Value | | Shares/Units | | Value |
Vanguard Retirement Savings Trust | 76,391,021 |
| | $ | 76,391,021 |
| | 70,692,182 |
| | $ | 70,692,182 |
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Vanguard 500 Index Fund | 470,145 |
| | $ | 61,762,930 |
| | 469,687 |
| | $ | 54,389,724 |
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Vanguard Total Bond Market Index Fund | 4,850,368 |
| | $ | 53,790,576 |
| | 4,444,160 |
| | $ | 48,885,756 |
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Diebold Company Stock Fund | 4,391,294 |
| | $ | 46,196,410 |
| | 4,757,774 |
| | $ | 49,242,961 |
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Loomis Sayles Bond Fund | 2,079,591 |
| | $ | 31,443,416 |
| | 1,955,466 |
| | $ | 27,239,635 |
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Vanguard PRIMECAP Fund | 423,511 |
| | $ | 29,429,779 |
| | 453,114 |
| | $ | 27,975,280 |
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Vanguard Windsor II Fund | 945,317 |
| | $ | 27,773,405 |
| | 937,222 |
| | $ | 24,161,576 |
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All investments as of December 31, 2012 and 2011 are participant-directed.
The Plan has an interest in a fully benefit-responsive group annuity contract as part of the Vanguard Retirement Savings Trust (the Trust) option issued by the Vanguard Fiduciary Trust Company (the Trustee). The group trust contract is to be reported at contract value and disclosure of adjustment from fair value is required, as stated on the Statements of Net Assets Available for Benefits.
The crediting rate of the contract resets every quarter based on the performance of the underlying investment portfolio. To the extent that the Trust has unrealized gains and losses (that are accounted for, under contract value accounting, through the value of the synthetic contract), the interest crediting rate may differ from then-current market rates. An investor currently redeeming Trust units may forgo a benefit, or avoid a loss, related to a future crediting rate different from then-current market rates. Investments in Vanguard mutual funds and bond trusts are valued at the net asset value of each fund or trust determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
The average yield earned by the Trust for fully benefit-responsive investment contracts was 2.22 percent and 3.09 percent for the years ended December 31, 2012 and 2011, respectively. The average yield earned and paid to plan participants by the Trust was 1.82 and 2.68 percent for the years ended December 31, 2012 and 2011, respectively.
Certain events limit the ability of the Plan to transact with the issuer at contract value. These events include, but are not limited to, partial or complete legal termination of the Trust or a unit holder, tax disqualification of the Trust or unit holder, and certain Trust amendments if issuers' consent is not obtained. As of December 31, 2012, the occurrence of an event outside the normal operation of the Trust that would cause a withdrawal from an investment contract is not considered to be probable.
In general, issuers may terminate the contract and settle at other than contract value if there is a change in the qualification status of participant, Employer, or Plan; a breach of material obligations under the contract and misrepresentation by the contract holder; or failure of the underlying portfolio to conform to the pre-established investment guidelines.
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
The Plan's investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated (depreciated) in value as follows:
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| | | | | | | | |
| | 2012 | | 2011 |
Balanced Funds | | $ | 6,035,492 |
| | $ | (1,457,525 | ) |
Bond Funds | | 2,739,154 |
| | 994,207 |
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Diebold Company Stock Fund | | 1,471,454 |
| | (2,989,775 | ) |
Domestic Stock Funds | | 24,049,711 |
| | (2,951,669 | ) |
International Stock Funds | | 5,533,411 |
| | (5,775,186 | ) |
| | $ | 39,829,222 |
| | $ | (12,179,948 | ) |
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(4) | Fair Value Measurements |
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3: Unobservable inputs for which there is little or no market data.
Investments measured at fair value on a recurring basis are as follows:
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| Fair Value at | | Fair Value Measurements Using |
| December 31, 2012 | | Level 1 | | Level 2 |
Balanced Funds | $ | 70,637,453 |
| | $ | 70,637,453 |
| | $ | — |
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Bond Funds | 85,233,992 |
| | 85,233,992 |
| | — |
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Diebold Company Stock Fund | 46,196,410 |
| | 46,196,410 |
| | — |
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Domestic Stock Funds | 192,988,631 |
| | 192,988,631 |
| | — |
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International Stock Funds | 38,194,915 |
| | 38,194,915 |
| | — |
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Vanguard Retirement Savings Trust | 76,391,021 |
| | — |
| | 76,391,021 |
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Money Market Funds | 270,891 |
| | — |
| | 270,891 |
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Total | $ | 509,913,313 |
| | $ | 433,251,401 |
| | $ | 76,661,912 |
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| | | | | | | | | | | |
| Fair Value at | | Fair Value Measurements Using |
| December 31, 2011 | | Level 1 | | Level 2 |
Balanced Funds | $ | 52,416,220 |
| | $ | 52,416,220 |
| | $ | — |
|
Bond Funds | 76,125,391 |
| | 76,125,391 |
| | — |
|
Diebold Company Stock Fund | 49,242,961 |
| | 49,242,961 |
| | — |
|
Domestic Stock Funds | 171,794,908 |
| | 171,794,908 |
| | — |
|
International Stock Funds | 31,126,373 |
| | 31,126,373 |
| | — |
|
Vanguard Retirement Savings Trust | 70,692,182 |
| | — |
| | 70,692,182 |
|
Money Market Funds | 86,117 |
| | — |
| | 86,117 |
|
Total | $ | 451,484,152 |
| | $ | 380,705,853 |
| | $ | 70,778,299 |
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Assets valued using level 1 inputs in the table above represent assets from the Plan and are valued based on the number of shares in the funds using a closing price per share traded in an active market. Assets valued using level 2 inputs in the table above represent the Plan's investment in fully benefit-responsive investment contracts and money market funds.
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
Investments in fully benefit-responsive investment contracts are valued at fair value by discounting the related cash flows based on current yields of similar investments with comparable durations. Investments in money market funds are valued at the NAV of shares held by the Plan.
During December 31, 2012 and 2011, there were no transfers between levels.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended ASC 820, which expanded disclosures required, including additional information about transfers between level 1 and level 2 of the fair value hierarchy and level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurements including: (a) the application of the highest and best use valuation premise concepts; (b) measuring the fair value of an instrument classified in a reporting entity's stockholders' equity; and (c) quantitative information required for fair value measurements categorized within level 3. The adoption of this guidance did not have an impact on the Plan's financial statements.
The Internal Revenue Service (IRS) has determined and informed the Employer by a letter dated March 15, 2012, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Administrator believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.
Although it has not expressed any intent to do so, the Employer reserves the right at any time, by action of its Board of Directors, to terminate the Plan or discontinue contributions thereto.
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(7) | Party - In - Interest Transactions |
The Trustee serves as the fund manager of the Vanguard 500 Index Fund, Vanguard Explorer Fund, Vanguard International Growth Fund, Vanguard International Value Fund, Vanguard Mid-Cap Index Fund, Vanguard Prime Money Market, Vanguard PRIMECAP Fund, Vanguard Selected Value Fund, Vanguard STAR Fund, Vanguard Target Retirement 2010 Fund, Vanguard Target Retirement 2015 Fund, Vanguard Target Retirement 2020 Fund, Vanguard Target Retirement 2025 Fund, Vanguard Target Retirement 2030 Fund, Vanguard Target Retirement 2035 Fund, Vanguard Target Retirement 2040 Fund, Vanguard Target Retirement 2045 Fund, Vanguard Target Retirement 2050 Fund, Vanguard Target Retirement 2055 Fund, Vanguard Target Retirement 2060 Fund, Vanguard Target Retirement Income Fund, Vanguard Total Bond Market Index Fund, Vanguard U.S. Growth Fund, Vanguard Windsor II Fund, and the Vanguard Retirement Savings Trust. The Diebold Company Stock Fund is designed primarily for investment in common stock of Diebold, Incorporated.
| |
(8) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements as December 31, 2012 and 2011 to the Form 5500:
|
| | | | | | | | |
| | 2012 | | 2011 |
Net assets available for benefits per the financial statements | | $ | 519,263,966 |
| | $ | 463,383,456 |
|
Loan balances deemed for distribution for Form 5500 reporting purposes | | (178,576 | ) | | (157,430 | ) |
Adjustment from contract value to fair value for fully-responsive investment contracts | | 3,845,712 |
| | 3,273,499 |
|
Net assets available for benefits per the Form 5500 | | $ | 522,931,102 |
| | $ | 466,499,525 |
|
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012 and 2011
The following is a reconciliation of the net change in Plan assets per the financial statements for the years ended December 31, 2012 and 2011 to the Form 5500:
|
| | | | | | | | |
| | 2012 | | 2011 |
Net change in Plan assets, per the financial statements | | $ | 55,880,510 |
|
| $ | 5,322,191 |
|
Deemed distributions of defaulted notes | | (21,146 | ) |
| 20,060 |
|
Impact of reflecting fully benefit-responsive contracts at fair value on Form 5500 | | 572,213 |
| | 770,791 |
|
Net change in Plan assets per the Form 5500 | | $ | 56,431,577 |
| | $ | 6,113,042 |
|
The Administrator has evaluated subsequent events through the date the Plan financial statements are issued. There were no subsequent events that have occurred which would require adjustments to or disclosure in the Plan financial statements.
DIEBOLD, INCORPORATED 401(K) SAVINGS PLAN
SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2012
EIN: 34-0183970
PLAN NUMBER: 012
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| | | | | | | | |
(a) | (b) | (c) | | (d) | (e) |
| Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value | Shares/Units | Cost | Current Value |
| Loomis Sayles Bond Fund | Registered Investment Company | 2,079,591 |
| ** | $ | 31,443,416 |
|
| Loomis Sayles Small Cap Value Fund | Registered Investment Company | 547,890 |
| ** | 16,475,045 |
|
| Oppenheimer Developing Markets Fund - A Shares | Registered Investment Company | 48,977 |
| ** | 1,728,410 |
|
* | Vanguard 500 Index Fund | Registered Investment Company | 470,145 |
| ** | 61,762,930 |
|
* | Vanguard Explorer Fund | Registered Investment Company | 66,418 |
| ** | 5,278,228 |
|
* | Vanguard International Growth Fund | Registered Investment Company | 1,044,008 |
| ** | 20,118,031 |
|
* | Vanguard International Value Fund | Registered Investment Company | 524,326 |
| ** | 16,348,474 |
|
* | Vanguard Mid-Cap Index Fund | Registered Investment Company | 829,328 |
| ** | 18,635,008 |
|
* | Vanguard Prime Money Market | Registered Investment Company | 270,891 |
| ** | 270,891 |
|
* | Vanguard PRIMECAP Fund | Registered Investment Company | 423,511 |
| ** | 29,429,779 |
|
* | Vanguard Select Value Fund | Registered Investment Company | 375,134 |
| ** | 7,870,303 |
|
* | Vanguard STAR Fund | Registered Investment Company | 500,498 |
| ** | 10,410,367 |
|
* | Vanguard Target Retirement 2010 Fund | Registered Investment Company | 69,430 |
| ** | 1,675,342 |
|
* | Vanguard Target Retirement 2015 Fund | Registered Investment Company | 603,521 |
| ** | 8,075,109 |
|
* | Vanguard Target Retirement 2020 Fund | Registered Investment Company | 315,712 |
| ** | 7,523,425 |
|
* | Vanguard Target Retirement 2025 Fund | Registered Investment Company | 857,745 |
| ** | 11,656,755 |
|
* | Vanguard Target Retirement 2030 Fund | Registered Investment Company | 312,923 |
| ** | 7,316,133 |
|
* | Vanguard Target Retirement 2035 Fund | Registered Investment Company | 553,895 |
| ** | 7,804,375 |
|
* | Vanguard Target Retirement 2040 Fund | Registered Investment Company | 199,974 |
| ** | 4,635,391 |
|
* | Vanguard Target Retirement 2045 Fund | Registered Investment Company | 377,920 |
| ** | 5,498,740 |
|
* | Vanguard Target Retirement 2050 Fund | Registered Investment Company | 129,409 |
| ** | 2,988,061 |
|
* | Vanguard Target Retirement 2055 Fund | Registered Investment Company | 11,975 |
| ** | 296,987 |
|
* | Vanguard Target Retirement 2060 Fund | Registered Investment Company | 202 |
| ** | 4,407 |
|
* | Vanguard Target Retirement Income Fund | Registered Investment Company | 225,788 |
| ** | 2,752,361 |
|
* | Vanguard Total Bond Market Index Fund | Registered Investment Company | 4,850,368 |
| ** | 53,790,576 |
|
* | Vanguard U.S. Growth Fund | Registered Investment Company | 1,211,850 |
| ** | 25,763,933 |
|
* | Vanguard Windsor II Fund | Registered Investment Company | 945,317 |
| ** | 27,773,405 |
|
* | Vanguard Retirement Savings Trust | Common/ Collective Trust | 76,391,021 |
| ** | 76,391,021 |
|
* | Diebold Company Stock Fund | Company Stock Fund | 4,391,294 |
| ** | 46,196,410 |
|
* | Participant Loans | 1 – 5 years; 4.25% to 9.25% | — |
| *** | 13,136,942 |
|
| | | | | $ | 523,050,255 |
|
* Party-in-interest
** Information not required pursuant to instructions to Form 5500 for participant-directed funds
*** The cost of participant loans is $0 based upon instructions for the Form 5500 Schedule H Line 4i
SIGNATURES
Diebold, Incorporated 401(k) Savings Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Committee of Diebold Incorporated, the Administrator of the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN |
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Date: June 28, 2013 | | By: /s/ Bradley C. Richardson |
| | Bradley C. Richardson |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial Officer) |
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DIEBOLD, INCORPORATED
FORM 11-K
INDEX TO EXHIBITS
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| EXHIBIT NO. |
Consent of Bober, Markey, Fedorovich & Company, Independent Registered Public Accounting Firm | 23.1 |
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