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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[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______________ to ______________
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Commission File Number 000-14798
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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American Woodmark Corporation
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3102 Shawnee Drive
Winchester, VA 22601
AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Table of Contents
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Page
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements:
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Statements of Net Assets Available for Benefits – December 31, 2010 and 2009
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2
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Statements of Changes in Net Assets Available for Benefits – Years ended December 31, 2010 and 2009
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3
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Notes to Financial Statements
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4
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Supplemental Schedule:
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Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) – December 31, 2010
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11
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Signatures
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12
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Report of Independent Registered Public Accounting Firm
Investment Savings Stock Ownership Plan Committee
American Woodmark Corporation:
We have audited the accompanying statements of net assets available for benefits of the American Woodmark Corporation Investment Savings Stock Ownership Plan (the Plan) as of December 31, 2010 and 2009, 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, 2010 and 2009, and 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 audit of the Plan’s financial statements as of and for the year ended December 31, 2010 was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) at December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements as of and for the year ended December 31, 2010 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Richmond, Virginia
June 1, 2011
AMERICAN WOODMARK CORPORATION
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INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
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Statements of Net Assets Available for Benefits
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December 31, 2010 and 2009
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2010
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2009
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ASSETS
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Investments at fair value (notes 3, 4, and 6):
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Money market fund
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$
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140,555
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$
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270,836
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Mutual funds
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46,868,662
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41,701,650
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American Woodmark Corporation Stock Fund:
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Money market fund
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325,554
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298,765
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Common stock – American Woodmark Corporation
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20,946,265
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16,924,545
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Total investments, at fair value
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68,281,036
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59,195,796
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Receivables:
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Employer’s contributions
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286,318
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325,303
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Participants’ contributions
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25,403
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7,642
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Notes receivable from participants
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2,402,515
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2,197,718
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Interest receivable
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7,497
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22,819
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Total receivables
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2,721,733
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2,553,482
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Total assets
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71,002,769
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61,749,278
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LIABILITY
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Excess contributions payable
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96,984
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82,939
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Total liability
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96,984
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82,939
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Net assets available for benefits (note 5)
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$
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70,905,785
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$
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61,666,339
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See accompanying notes to financial statements.
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AMERICAN WOODMARK CORPORATION
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INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
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Statements of Changes in Net Assets Available for Benefits
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Years ended December 31, 2010 and 2009
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2010
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2009
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ADDITIONS TO NET ASSETS ATTRIBUTED TO
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Investment income (notes 4 and 6):
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Net appreciation in fair value of investments
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$
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9,247,028
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$
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9,895,564
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Interest and dividends
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1,165,782
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1,075,222
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Interest on notes receivable from participants
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140,285
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176,775
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Total investment income
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10,553,095
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11,147,561
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CONTRIBUTIONS
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Participants’ contributions
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3,899,609
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4,162,830
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Rollovers
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220,102
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203,695
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Employer’s contributions
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1,142,515
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1,287,534
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Total contributions
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5,262,226
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5,654,059
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
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Benefits paid to participants (note 5)
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(6,381,773
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(11,132,439
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Administrative expenses
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(194,102
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(166,574
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Total deductions
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(6,575,875
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(11,299,013
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Net increase in net assets available for benefits
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9,239,446
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5,502,607
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Net assets available for benefits at beginning of year
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61,666,339
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56,163,732
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Net assets available for benefits at end of year
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$
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70,905,785
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$
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61,666,339
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See accompanying notes to financial statements.
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AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(1)
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Description of the Plan
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The following description of the American Woodmark Corporation Investment Savings Stock Ownership Plan (the Plan) provides only general information. A complete description of the Plan provisions, including those relating to participation, vesting and benefits, is contained in the Plan document. Copies of this document are available from the American Woodmark Corporation Treasury Department.
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(a)
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General
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The Plan is a defined contribution plan that covers all hourly and salaried employees of American Woodmark Corporation (the Corporation) upon meeting certain eligibility requirements. Eligible participants include all employees participating in the Plan prior to January 1, 2002, and employees who after December 31, 2001 have reached the age of 18 and are employed at the end of six consecutive months. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
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(b)
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Contributions
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The Plan allows participants to contribute up to 50% of their annual compensation, excluding bonuses and other forms of extraordinary remuneration not generally received by the participants as a class. The statutory maximum amount of contributions allowed was $16,500 for the years ended December 31, 2010 and 2009. Participants who are 50 years or older on the last day of the Plan year are eligible to contribute an additional catch-up contribution up to the limit imposed by law. The catch-up limit for 2010 and 2009 was $5,500. Participants may elect to invest their contributions in the available investment options as authorized by the Plan committee. The accounts of participants who do not make an investment election are automatically invested in the Franklin Templeton Growth fund.
The Corporation makes matching contributions equal to 50% of each participant’s salary reduction contribution up to the first 4% of the participant’s annual compensation. All contributions by the Corporation are made in the Corporation’s common stock.
Each year, the Corporation also makes incentive contributions to each participant in the Plan equal to 3% of the Corporation’s quarterly net earnings divided by the number of eligible Plan participants. These contributions may be made in the form of the Corporation’s common stock or cash. Incentive contributions made in 2010 and 2009 of $0 and $697, respectively, were made in the Corporation’s common stock and cash. Additional incentive contributions may be made at the option of the Corporation’s board of directors, however none were made in 2010 or 2009.
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(c)
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Participant Accounts
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Each participant’s account is credited with the participant’s contributions and the related matching contribution, an allocation of the Corporation’s incentive contributions and Plan earnings. Allocations of income (losses) attributable to investment funds are made proportionately based upon account balances to each participant’s account. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Corporation contributions. At December 31, 2010 and 2009, the balance of forfeited nonvested accounts was $8,076 and $20,845, respectively. In 2010 and 2009, employer contributions were reduced by $58,829 and $29,826, respectively, from forfeited nonvested accounts.
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AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(d)
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Vesting
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Participants are immediately vested in their contributions plus actual earnings thereon. Participants vest at 25% per year in the Corporation’s contribution portion of their account plus actual earnings thereon beginning at the conclusion of their second year of service. A participant is 100% vested after five years of service. Each participant will always have a fully vested interest in their prior plan account and any rollover accounts.
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(e)
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Loans
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Participants are allowed to take out loans from their vested balances. The minimum loan amount is $1,000 and only one loan can be outstanding at any time. The maximum loan amount is equal to the lesser of 50% of the participant’s vested account or $50,000 in accordance with the Department of Labor’s regulations. Loan payments are made through payroll deductions with interest based on the prime interest rate as listed in the Wall Street Journal on the first day of the calendar quarter in which the loan is made plus 2%. Loans must be repaid over a period not to exceed five years.
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(f)
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Payment of Benefits
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Upon termination of service a participant may receive a lump-sum amount equal to the vested balance of their account or leave the vested balance in the Plan up to the Plan year in which the participant reaches age 65.
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(g)
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Plan Termination
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Although it has not expressed any intent to do so, the Corporation has the right under the Plan to amend, modify, suspend, or terminate the Plan. In the event of termination of the Plan, participants would become fully vested in their account balances.
Economic conditions resulted in the closure of two of the Company’s manufacturing facilities and the suspension of operations at one manufacturing facility in 2009. In light of those conditions, during plan year 2009, the Company laid off a number of employees that participated in the Plan and determined that a partial plan termination had occurred. Per IRS and ERISA guidelines, those participants who were terminated as a result of the layoffs and had nonvested account balances became fully vested in the employer contributions as of the effective date of their terminations.
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(h)
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Investment Options
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Participants in the Plan may direct their individual contributions into any of the investment options offered by the Plan. The Plan provides that the Corporation’s matching and profit sharing contributions are automatically invested in the Corporation’s common stock which is held by the American Woodmark Corporation Stock Fund (the Stock Fund). The Plan allows participants to diversify their matching and profit sharing contributions out of the Stock Fund at any time.
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(i)
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Administrative Expense
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The Corporation pays for all recordkeeping services net of revenue sharing from the participating mutual funds, trustee and custodial fees for the Corporation’s common stock, and the trustee fee for preparing loan or distribution checks. All other expenses are paid by the Plan.
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AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(2)
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Summary of Significant Accounting Policies
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(a)
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Basis of Accounting
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The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.
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(b)
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Investment Valuation and Income Recognition
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Investments are stated at fair value. The fair value of mutual funds is based on quoted market prices on the last business day of the plan year. The fair value of the Corporation’s common stock is based on the closing price on the last business day of the Plan year. Money market fund balances are valued based on redemption values on the last business day of the Plan year.
The Stock Fund consists of the Plan’s investment in the Corporation’s common stock and a money market fund.
In accordance with the Plan’s policy of stating investments at fair value, the amount reflected as the net appreciation in fair value of investments represents the change in fair value as compared to cost and realized gains and losses, with cost determined using the average cost method. Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Plan’s investments, in general, are exposed to various risks, including interest rate, credit, and overall market volatility risks. In addition, due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
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(c)
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Notes receivable from participants
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Notes receivable from participants (loans) are carried at their unpaid principal balance.
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(d)
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Benefit Payments
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Benefit payments are recorded upon distribution.
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(e)
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Use of Estimates
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The preparation of the Plan’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial Statements, as well as the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
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(f)
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Recent Accounting Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820) – Improving Disclosures About Fair Value Measurements.” ASU Topic 820 requires new disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques
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AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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used to measure fair value. The new disclosures and clarifications of existing disclosures are effective for reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, and issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. This standard is effective as of December 31, 2010 for Level 1 and Level 2 disclosures and as of December 31, 2011 for Level 3. Other than requiring additional disclosures, the adoption of this new guidance has not and will not have a material impact on the Plan’s financial statements.
In September 2010, the FASB issued ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASC 962). This ASU requires participant loans to be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. The guidance is effective for fiscal years ending after December 15, 2010 with early adoption permitted. The guidance should be applied retrospectively to all periods presented. The Plan adopted this guidance as of December 31, 2010 and reclassified participant loans from plan investments to a component of receivables for both periods presented in the Statements of Net Assets Available for Benefits. Other than the reclassification requirements, the adoption of this standard did not have a material impact on the Plan’s financial statements.
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(g)
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Reclassification
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Participant loans previously reported as a component of investments have been reclassified to a component of receivables in order to conform to the current year presentation.
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