birdsallrsp11k_2011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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[X]
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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, 2011
or
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[ ]
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to _______
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Commission file number 1-14174
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
Birdsall, Inc. Retirement Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
AGL Resources Inc.
Ten Peachtree Place
Atlanta, Georgia 30309
BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
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2-3
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4
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5
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6-12
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13
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14
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15
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Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Birdsall, Inc.
Retirement Savings Plan
(Employer Identification
No. 59-0715051 Plan No. 3)
Financial Statements as of December 31, 2011 and 2010
and for the Year Ended December 31, 2011,
Supplemental Schedule Required for Form 5500
as of December 31, 2011, and
Reports of Independent Registered Public Accounting Firms
Birdsall, Inc. Retirement Savings Plan Administration Committee
Riviera Beach, Florida
We have audited the accompanying statement of net assets available for benefits of Birdsall, Inc. Retirement Savings Plan (“Plan”) as of December 31, 2011, and the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2011, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
Our audit was conducted 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) 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 audit of the basic 2011 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2011 financial statements taken as a whole.
/s/ Crowe Horwath LLP
Oak Brook, Illinois
June 25, 2012
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Birdsall, Inc. Retirement Savings Plan Administration Committee:
We have audited the accompanying statement of net assets available for benefits of Birdsall, Inc. Retirement Savings Plan (the "Plan") as of December 31, 2010. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of net assets available for benefits is free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of net assets available for benefits, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of net assets available for benefits presentation. We believe that our audit of the statement of net assets available for benefits provides a reasonable basis for our opinion.
In our opinion, such statement of net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Chicago, Illinois
June 15, 2011
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BIRDSALL, INC.
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RETIREMENT SAVINGS PLAN
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AS OF DECEMBER 31, 2011 AND 2010
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2011
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2010
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Assets:
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Participant-directed investments in Trust, at fair value
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$ |
67,104,571 |
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$ |
69,361,282 |
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Receivables:
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Notes receivable from participants
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1,312,374 |
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1,472,414 |
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Employer contributions
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26,412 |
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248,169 |
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Participant contributions
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45,925 |
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50,857 |
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1,384,711 |
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1,771,440 |
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Total assets
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68,489,282 |
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71,132,722 |
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Liabilities - Operating payables
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- |
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1,967 |
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Net assets, reflecting all investments at fair value
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68,489,282 |
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71,130,755 |
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Adjustment from fair value to contract value for the stable value fund
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(1,173,688 |
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(938,015 |
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Net assets available for benefits
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$ |
67,315,594 |
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$ |
70,192,740 |
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The accompanying notes are an integral part of these statements.
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BIRDSALL, INC.
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RETIREMENT SAVINGS PLAN
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FOR THE YEAR ENDED DECEMBER 31, 2011
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2011
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Additions:
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Investment activities:
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Net appreciation in fair value of investments
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$ |
486,434 |
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Interest income from the stable value fund
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681,595 |
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Dividends from registered investment companies
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825,122 |
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Dividends on common stock
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235,075 |
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Other
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(75,386 |
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Increase in Plan net assets derived from investment activities
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2,152,840 |
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Interest income on notes receivable from participants
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58,886 |
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Contributions:
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Participant
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2,729,225 |
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Employer
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1,611,874 |
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Rollover
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152,966 |
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4,494,065 |
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Total additions
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6,705,791 |
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Deductions:
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Benefits paid to participants
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9,516,765 |
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Administrative expenses
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66,172 |
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9,582,937 |
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Net decrease
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(2,877,146 |
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Net assets available for benefits at beginning of year
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70,192,740 |
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Net assets available for benefits at end of year
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$ |
67,315,594 |
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The accompanying notes are an integral part of these statements.
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BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
The following brief description of the Birdsall, Inc. Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.
General
The Plan is a defined contribution plan that is designed to provide retirement benefits to substantially all employees of Tropical Shipping USA, LLC and employees of certain affiliated companies (collectively referred to as the “Company” or “Plan Sponsor”). The Plan consists of both a profit sharing plan and an employee stock ownership plan (“ESOP”). The ESOP consists of the portion of the Plan which is invested in AGL Resources Inc. common stock (formerly Nicor Inc. common stock). Both the ESOP and non-ESOP portion of the Plan are intended to constitute a single plan. The funds of the Plan are held for safekeeping and investment by the Birdsall, Inc. Retirement Savings Plan Trust (the “Trust”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The Plan Sponsor is wholly owned by Birdsall, Inc., a wholly owned subsidiary of AGL Resources Inc. as of December 9, 2011 (due to the merger between AGL Resources Inc. and Nicor Inc.). Prior to the merger, Birdsall, Inc. was a wholly owned subsidiary of Nicor Inc.
Administration
Authority to control and manage the operation and administration of the Plan is vested in a committee appointed by the Birdsall, Inc. Board of Directors. The Vanguard Fiduciary Trust Company (“VFTC”) acts as Trustee for the Trust and holds the investments of the Plan under the terms of a trust agreement. The VFTC also acts as investment manager for certain assets of the Plan.
Contributions
Employee contributions. Participants may elect to make either pre-tax or after-tax contributions, or a combination thereof. The amount a participant elects to contribute will be withheld from his or her compensation through payroll deductions, and such contributions will be transferred by the Company to the Trustee of the Plan at each payroll period and will be credited to the participant’s account as soon as administratively practicable after such transfer. Participants who have attained age 50 before the end of the Plan year are eligible to make additional catch-up contributions. The Plan also accepts certain rollover contributions representing distributions from other qualified plans. Participants direct the investment of their contributions, Company contributions and account balances into various investment options offered by the Plan. To the extent a participant does not elect to invest their account balances in any investment fund, the Plan has designated a qualified default investment fund.
Maximum contributions cannot exceed limits as set forth in the Internal Revenue Code (“IRC”). The Plan currently offers various mutual funds, a stable value fund (the Vanguard Retirement Savings Trust (“VRST”), a fully benefit-responsive collective trust fund) and AGL Resources Inc. common stock as investment options for participants.
Effective February 25, 2011 through December 16, 2011, the Nicor Inc. stock fund was closed to new contributions. New contributions directed to the Nicor Inc. stock fund and dividends earned during that time were redirected to an age appropriate Target Retirement Fund.
Company matching contributions. Generally, on behalf of each participant who makes contributions, the Company will make a matching contribution each payroll period as defined in the table below.
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Years of Service
(as of the last day of the pay period)
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Company Match
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Less than 10 years
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50% of the participant’s first 6% of eligible pay contributed
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At least 10 years
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100% of the participant’s first 6% of eligible pay contributed
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BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
The Company may also contribute annual discretionary profit sharing awards, based on Company performance and allocated equally to eligible participants. The Company made no such contributions during 2011.
Forfeited Accounts
Any forfeited amounts, resulting from employees terminating prior to completion of the vesting period, are used to reduce future employer contributions, or effective January 1, 2011, may be applied to Plan expenses incurred with respect to administering the Plan. If the participant is reemployed within five years by the Company, forfeited contributions and earnings thereon are restored to the participant’s account. Forfeited non-vested accounts totaled $137,338 at December 31, 2011 and $61,044 at December 31, 2010. In 2011, the Plan did not use any of the forfeited non-vested account balances to decrease contributions and the Plan applied $9,282 of forfeitures to pay Plan expenses.
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant’s account is increased by the participant’s contributions, Company contributions and allocated plan investment earnings, and decreased by withdrawals, allocated plan investment losses and administrative expenses. A participant is entitled to the benefits that can be provided from the participant’s vested account balance.
Vesting
A participant’s contributions and earnings thereon are vested immediately. The Company’s contributions, profit sharing contributions and earnings on Company contributions are vested upon occurrence of any one of the following:
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Completion of three years of vesting service
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·
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Attainment of age 65 while employed by the Company
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·
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Permanent disablement while employed by the Company
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·
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Death while employed by the Company
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Suspensions and Withdrawals
A participant may suspend contributions and may continue to be a participant during the suspension period.
A participant’s traditional after-tax contributions (including earnings) may be withdrawn. Participants also may be eligible for hardship withdrawals from their pre-tax contributions (but not the earnings on those contributions earned after 1988) if they meet certain “immediate and heavy financial need” hardship requirements. An additional 10% income tax generally will be imposed on the taxable portion of the withdrawal unless the participant has reached age 59 ½ (or has satisfied certain other criteria established in the IRC) at the time of withdrawal.
The Company’s matching contributions and earnings thereon will not be distributed until the vested participant’s employment has been terminated.
Distribution of Benefits
On termination of service due to retirement or disability, a participant (or in certain instances, their beneficiary) may elect to defer distribution until attainment of age 70 ½, receive a lump sum amount equal to the participant’s vested interest in his or her account balance, take a partial withdrawal, request installment payments or have it used to purchase an annuity contract. For termination of service for other reasons, a participant has the option to defer distribution until attainment of age 70 ½ if their vested account balance exceeds $1,000 or receive a lump sum distribution equal to the value of the vested interest in his or her account.
BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
To the extent a participant’s account is invested in AGL Resources Inc. common stock on the date of distribution, at the option of the participant, the distribution may be made in the form of whole shares of AGL Resources Inc. common stock (and cash representing any fractional share).
Distributions of cash or AGL Resources Inc. common stock from a participant’s account (other than the participant’s after-tax contributions) which are made upon the participant’s termination of employment, disability or death, generally will be taxable in the year of distribution. Such distributions will, generally, be subject to 20% income tax withholding.
Notes Receivable from Participants
Participants may borrow from their participant accounts. Such borrowings represent loans to the participant and notes receivable to the Plan. The minimum loan amount to a participant is $1,000 and may not exceed the lesser of 1) $50,000 minus the participant’s current loan balance, or 2) 50% of the participant’s vested account balance less the participant’s current loan balance. The notes receivable from participants bear interest at fixed rates that range from 4.25% to 9.50%. The interest rate is established at the date of the loan and is based on the prime rate plus 1%. The interest rate remains fixed over the life of the loan.
A participant may not have more than two loans outstanding at any time. In the event that a participant terminates employment for any reason, any outstanding loan balance will become due and payable in full at that time. The Plan permits participants to take certain actions (as appropriate) to cure a default on a Plan loan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”), except for benefits paid to participants which are recorded when paid.
Investment Valuation
The Plan states its investments at fair value. The Statements of Net Assets Available for Benefits present investments at fair value, as well as an additional line item showing an adjustment for the stable value fund from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits presents changes in the stable value fund on a contract value basis and all other investments on a fair value basis. The fair values of the respective investments of the Plan are determined as noted in Note 3 – Investments.
The stable value fund is fully benefit-responsive to the participants. The difference between the valuation of fully benefit-responsive investments at fair value and contract value is reflected over time through the crediting rate. Contract value represents contributions made plus interest accrued at the contract rate, less withdrawals. To the extent the underlying portfolio has unrealized and/or realized gains/losses, an adjustment is made when reconciling from fair value to contract value. As a result, the future crediting rate may be different than the current market rate. The crediting rate of the contract resets every quarter based on the performance of the underlying investment portfolio. The average crediting interest rate for the VRST was 3.3% at December 31, 2011 and 3.6% at December 31, 2010. The average yield for this fund was 2.9% for both years ended December 31, 2011 and 2010.
The existence of certain conditions can limit the VRST’s ability to transact at contract value. Specifically, any event outside the normal operation of the VRST that causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to the withdrawal. Examples of such events include, but are not limited to, partial or complete legal termination of the VRST or a unitholder, tax disqualification of the VRST or unitholder and certain VRST amendments if issuers’ consent is not obtained.
BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
In general, issuers may terminate the contract and settle at other than contract value if there is a change in the qualification status of the 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. As of December 31, 2011, Plan management believes that the occurrence of an event that would cause the VRST to transact at less than contract value is not probable.
Income Recognition
Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. The net increase (decrease) in Plan assets presented in the Statement of Changes in Net Assets Available for Benefits includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses. Participants generally repay loans through payroll withholdings over a period not to exceed 5 years. The notes receivable of the Plan are secured by the vested portion of the participant’s account.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires Plan management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.
Contributions
Participant and Company contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants’ earnings.
3. Investments
The following presents the fair value of investments that represent 5% or more of the Plan’s net assets as of December 31:
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Shares/Units
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Amount
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2011
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2010
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2011
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2010
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Vanguard 500 Index Fund Investor Shares
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93,490 |
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111,518 |
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$ |
10,826,088 |
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$ |
12,916,047 |
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Vanguard Balanced Index Fund Investor Shares
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304,266 |
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357,747 |
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6,626,924 |
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7,648,628 |
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Nicor Inc. common stock
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- |
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128,594 |
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- |
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6,421,354 |
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VRST (1)
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24,172,461 |
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22,882,715 |
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25,346,149 |
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23,820,730 |
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(1) The contract values of the VRST were $24,172,461 at December 31, 2011 and $22,882,715 at December 31, 2010.
Net appreciation in fair value of investments for the year ended December 31, 2011 was as follows:
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Common stock
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$ |
683,358 |
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Registered investment companies
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(196,924 |
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Total
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$ |
486,434 |
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BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
4. Fair Value Measurements
As defined in authoritative guidance related to fair value measurements and disclosure, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The guidance establishes a fair value hierarchy that prioritizes the inputs 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 defined by the guidance are as follows:
Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 Pricing inputs include significant inputs that are less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
It is important to note that the principal market and market participants should be considered from the reporting entity’s perspective, as differences may occur between and among entities with differing activities.
The following is a description of the valuation methodologies used for these categories of investments:
The stable value fund provides participants a stable value investment option that simulates the performance of a guaranteed investment contract and invests primarily in a pool of investments, including contracts that are issued by insurance companies and commercial banks and in contracts that are backed by high quality bonds, bond trusts and bond mutual funds. Depending on the type of underlying investment, fair value is comprised of: 1) the expected future cash flows for each contract discounted to present value, 2) the aggregate net asset values of the underlying investments in mutual funds and bond trusts as determined by their quoted market prices and 3) the value of wrap contracts, if any. The fair value of participation units in the VRST are based on the net asset value of the fund, after adjustments to reflect all funds at fair value, as reported in the audited financial statements of the fund. The fund generally provides for daily redemptions at reported net asset value per share with no advance notification requirements. The overall fair value of the stable value fund is based on significant observable inputs and is categorized in Level 2.
Shares of AGL Resources Inc. and Nicor Inc. common stock are valued at the closing price on the New York Stock Exchange and are categorized in Level 1.
Registered investment companies include actively-traded mutual funds. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Trust at year-end and are categorized in Level 1. Bond funds are diversified across a broad range of investment grade corporate bonds and other fixed income securities. Balanced funds are asset allocation funds that seek both capital appreciation and current income through stock and bond holdings. Domestic stock funds are diversified across small, mid and large cap equity investments. International stock funds are diversified across countries and capitalization size in order to maintain a broad market representation of non-U.S. markets. Money market funds invest in high quality, short-term instruments, including certificates of deposit, banker’s acceptances, commercial paper and other money market securities.
The methods described above may provide a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the Plan believes its valuation methods are appropriate and consistent with other market participants, it is possible that different fair value measurements may arise due to the use of different methodologies or assumptions in determining the fair value measurement at the reporting date.
BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
The fair value of the Plan’s investments measured on a recurring basis is categorized in the table below based upon the valuation inputs. There were no Level 3 inputs at December 31, 2011 and 2010. There were no transfers between Level 1 and Level 2 during 2011.
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Level 1
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Level 2
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Total
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December 31, 2011
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Stable value fund
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$ |
- |
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|
$ |
25,346,149 |
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$ |
25,346,149 |
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AGL Resources Inc. common stock
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3,269,698 |
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|
- |
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3,269,698 |
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Registered investment companies:
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|
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|
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|
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Bond funds
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|
|
4,771,083 |
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|
|
- |
|
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4,771,083 |
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Balanced funds
|
|
|
11,484,138 |
|
|
|
- |
|
|
|
11,484,138 |
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Domestic stock funds
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|
|
18,100,997 |
|
|
|
- |
|
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18,100,997 |
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International stock funds
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|
|
2,214,473 |
|
|
|
- |
|
|
|
2,214,473 |
|
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Money market funds (1)
|
|
|
1,918,033 |
|
|
|
- |
|
|
|
1,918,033 |
|
|
|
|
$ |
41,758,422 |
|
|
$ |
25,346,149 |
|
|
$ |
67,104,571 |
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Stable value fund
|
|
$ |
- |
|
|
$ |
23,820,730 |
|
|
$ |
23,820,730 |
|
|
Nicor Inc. common stock
|
|
|
6,421,354 |
|
|
|
- |
|
|
|
6,421,354 |
|
|
Registered investment companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond funds
|
|
|
4,687,291 |
|
|
|
- |
|
|
|
4,687,291 |
|
|
Balanced funds
|
|
|
11,408,670 |
|
|
|
- |
|
|
|
11,408,670 |
|
|
Domestic stock funds
|
|
|
20,583,363 |
|
|
|
- |
|
|
|
20,583,363 |
|
|
International stock funds
|
|
|
2,439,874 |
|
|
|
- |
|
|
|
2,439,874 |
|
|
|
|
$ |
45,540,552 |
|
|
$ |
23,820,730 |
|
|
$ |
69,361,282 |
|
|
(1)
|
On the effective date of the merger between Nicor Inc. and AGL Resources Inc., each share of Nicor Inc. common stock was exchanged for 0.8382 of a share of AGL Resources Inc. common stock plus a cash payment of $21.20. The cash portion of the exchange was held in a money market fund until the participants reallocated the funds. If a participant did not reallocate the funds within 45 days, the cash was moved to a date-specific Vanguard Target Retirement Fund closest to the year in which the participant will turn age 65.
|
5. Plan Termination
The Company has the right under the Plan to discontinue its contributions at any time and to amend, suspend or terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their employer contributions and earnings thereon.
6. Tax Status
The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated June 10, 2009, that the Plan and related Trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since the IRS has made its determination. Plan management believes that the Plan and related Trust are designed and are currently being operated in compliance with the requirements of the IRC.
GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan’s management believes it is no longer subject to income tax examinations for years prior to 2009.
7. Exempt Party-in-Interest Transactions
ERISA defines a party-in-interest to include fiduciaries or employees of the Plan, any person who provides service to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50% or more of such an employer or employee association or relative of such persons. The
BIRDSALL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
Plan invests in shares of mutual funds and a stable value fund managed by an affiliate of VFTC. VFTC acts as Trustee for those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules. Fees paid by the Plan for investment management services were included as a reduction of the return earned by each fund. Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Some administrative expenses of the Plan are paid directly by the Company.
At December 31, 2011, the Plan held 77,371 shares of common stock of AGL Resources Inc., the parent of the sponsoring employer, with a cost basis of $2,278,307. The Plan recorded no dividend income related to AGL Resources Inc. common stock in 2011.
At December 31, 2010, the Plan held 128,594 shares of common stock of Nicor Inc., the parent of the sponsoring employer prior to the completion of the merger between AGL Resources Inc. and Nicor Inc., with a cost basis of $5,235,689. The Plan recorded dividend income of $235,075 in 2011 related to Nicor Inc. common stock.
In addition, notes receivable from participants qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.
8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities, in general, are exposed to various risks such as interest rate, liquidity, credit and overall market volatility. 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.
9. Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 at December 31:
| |
|
2011
|
|
|
2010
|
|
|
Net assets available for benefits per the financial statements
|
|
$ |
67,315,594 |
|
|
$ |
70,192,740 |
|
|
Adjustment from fair value to contract value for the stable value fund
|
|
|
1,173,688 |
|
|
|
938,015 |
|
|
Less: Deemed distributions included as expense in the Form 5500
|
|
|
27,785 |
|
|
|
4,132 |
|
|
Net assets available for benefits per Form 5500
|
|
$ |
68,461,497 |
|
|
$ |
71,126,623 |
|
The following is a reconciliation of the net decrease per the Statement of Changes in Net Assets Available for Benefits to net loss per Form 5500 for the year ended December 31, 2011:
|
Net decrease per the financial statements
|
|
$ |
(2,877,146 |
) |
|
Change in the adjustment from fair value to contract value for the stable value fund
|
|
|
235,673 |
|
|
Change in the deemed distributions included in benefits paid to participants in the Form 5500
|
|
|
(23,653 |
) |
|
Net loss per Form 5500
|
|
$ |
(2,665,126 |
) |
|
BIRDSALL, INC.
|
|
|
|
|
|
|
RETIREMENT SAVINGS PLAN
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2011
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
(c) Description of investment including
|
|
|
|
|
| |
|
(b) Identity of issue, borrower,
|
maturity date, rate of interest,
|
(d)
|
|
(e) Current
|
|
|
(a)
|
|
lessor, or similar party
|
collateral, par, or maturity value
|
Cost**
|
|
value
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
* |
|
AGL Resources Inc.
|
Common stock at $5.00 par value
|
|
|
$ |
3,269,698 |
|
| |
* |
|
Notes receivable from participants
|
Participant loans earning interest from 4.25% to 9.50%, maturing from 2012 through 2017
|
|
|
|
1,284,589 |
|
| |
|
|
AIM Constellation Fund, A Shares
|
Registered investment company
|
|
|
|
37,566 |
|
| |
|
|
AIM Dynamics Fund
|
Registered investment company
|
|
|
|
131,998 |
|
| |
|
|
American Century International Growth Fund
|
Registered investment company
|
|
|
|
1,446,419 |
|
| |
|
|
American Century Quantitative Equity Funds
|
Registered investment company
|
|
|
|
179,921 |
|
| |
|
|
Columbia Acorn International Fund Class Z
|
Registered investment company
|
|
|
|
52,148 |
|
| |
|
|
Columbia Acorn USA Fund, Class Z
|
Registered investment company
|
|
|
|
785,973 |
|
| |
|
|
Davis New York Venture Fund, Inc. - Class A
|
Registered investment company
|
|
|
|
811,311 |
|
| |
|
|
Fidelity Securities Fund: Fidelity Blue Chip
|
Registered investment company
|
|
|
|
397,019 |
|
| |
|
|
Janus Investment Fund: Janus Fund
|
Registered investment company
|
|
|
|
330,256 |
|
| |
|
|
The Managers Funds: Managers Special Equity
|
Registered investment company
|
|
|
|
1,778,688 |
|
| |
* |
|
Vanguard 500 Index Fund Investor Shares
|
Registered investment company
|
|
|
|
10,826,088 |
|
| |
* |
|
Vanguard Asset Allocation Fund Investor Shares
|
Registered investment company
|
|
|
|
456,293 |
|
| |
* |
|
Vanguard Balanced Index Fund Investor Shares
|
Registered investment company
|
|
|
|
6,626,924 |
|
| |
* |
|
Vanguard Developed Markets Index Fund
|
Registered investment company
|
|
|
|
715,906 |
|
| |
* |
|
Vanguard GNMA Fund Investor Shares
|
Registered investment company
|
|
|
|
796,876 |
|
| |
* |
|
Vanguard Growth Equity Fund
|
Registered investment company
|
|
|
|
703,424 |
|
| |
* |
|
Vanguard Growth Index Fund Investor Shares
|
Registered investment company
|
|
|
|
323,602 |
|
| |
* |
|
Vanguard LifeStrategy Conservative Growth Fund
|
Registered investment company
|
|
|
|
27,151 |
|
| |
* |
|
Vanguard LifeStrategy Growth Fund
|
Registered investment company
|
|
|
|
10,032 |
|
| |
* |
|
Vanguard LifeStrategy Income Fund
|
Registered investment company
|
|
|
|
19,185 |
|
| |
* |
|
Vanguard LifeStrategy Moderate Growth Fund
|
Registered investment company
|
|
|
|
56,862 |
|
| |
* |
|
Vanguard LT Treasury Fund Investor Shares
|
Registered investment company
|
|
|
|
829,989 |
|
| |
* |
|
Vanguard Mid-Cap Value Index Fund Inv Shares
|
Registered investment company
|
|
|
|
281,271 |
|
| |
* |
|
Vanguard PRIMECAP Fund Investor Shares
|
Registered investment company
|
|
|
|
1,173,643 |
|
| |
* |
|
Vanguard Prime Money Market Fund
|
Registered investment company
|
|
|
|
1,918,033 |
|
| |
* |
|
Vanguard Small-Cap Value Index Fund
|
Registered investment company
|
|
|
|
340,237 |
|
| |
* |
|
Vanguard Target Retirement 2005 Fund
|
Registered investment company
|
|
|
|
22,725 |
|
| |
* |
|
Vanguard Target Retirement 2010 Fund
|
Registered investment company
|
|
|
|
156,688 |
|
| |
* |
|
Vanguard Target Retirement 2015 Fund
|
Registered investment company
|
|
|
|
698,242 |
|
| |
* |
|
Vanguard Target Retirement 2020 Fund
|
Registered investment company
|
|
|
|
639,747 |
|
| |
* |
|
Vanguard Target Retirement 2025 Fund
|
Registered investment company
|
|
|
|
742,471 |
|
| |
* |
|
Vanguard Target Retirement 2030 Fund
|
Registered investment company
|
|
|
|
713,667 |
|
| |
* |
|
Vanguard Target Retirement 2035 Fund
|
Registered investment company
|
|
|
|
373,405 |
|
| |
* |
|
Vanguard Target Retirement 2040 Fund
|
Registered investment company
|
|
|
|
228,722 |
|
| |
* |
|
Vanguard Target Retirement 2045 Fund
|
Registered investment company
|
|
|
|
217,298 |
|
| |
* |
|
Vanguard Target Retirement 2050 Fund
|
Registered investment company
|
|
|
|
87,135 |
|
| |
* |
|
Vanguard Target Retirement 2055 Fund
|
Registered investment company
|
|
|
|
2,188 |
|
| |
* |
|
Vanguard Target Retirement Income
|
Registered investment company
|
|
|
|
405,403 |
|
| |
* |
|
Vanguard Total Bond Market Index Fund Inv Shares
|
Registered investment company
|
|
|
|
3,144,218 |
|
| |
* |
|
Vanguard Retirement Savings Trust
|
Collective trust
|
|
|
|
25,346,149 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Total
|
|
|
|
$ |
68,389,160 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
* |
|
Denotes party-in-interest investment
|
|
|
|
|
|
|
| |
** |
|
Cost information not required for participant-directed accounts under an individual account plan.
|
|
|
|
|
|
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
Birdsall, Inc. Retirement Savings Plan
|
| |
|
|
|
|
Date
|
June 25, 2012
|
|
/s/ Van Kent
|
| |
|
|
Van Kent
|
| |
|
|
Chairman, Administration Committee
|
|
Exhibit
|
|
|
|
Number
|
|
Description of Document
|
| |
|
|
|
23.01
|
|
|
| |
|
|
|
23.02
|
|
|
| |
|
|