Lansing Board of Water and Light Employees Defined Contribution Pension Plan. Financial Report with Supplemental Information June 30, 2012

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1 Employees Defined Contribution Pension Plan Financial Report with Supplemental Information June 30, 2012

2 Contents Report Letter 1-2 Management s Discussion and Analysis 3-4 Basic Financial Statements Statement of Plan Assets 5 Statement of Changes in Plan Assets 6 Notes to Financial Statements 7-12 Supplemental Information 13 Statement of Changes in Plan Assets by Fund 14-19

3 Independent Auditor s Report To the Honorable Mayor, Members of the City Council, and Commissioners of the Board of Water and Light Lansing Board of Water and Light Employees Defined Contribution Pension Plan City of Lansing, Michigan We have audited the accompanying statement of plan assets of Lansing Board of Water and Light (the Plan ) as of June 30, 2012 and 2011 and the related statement of changes in plan assets 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 auditing standards generally accepted in the United States of America. 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 plan assets of the Plan at June 30, 2012 and 2011 and the changes in plan assets for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Accounting principles generally accepted in the United States of America require that management s discussion and analysis be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, which considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplemental information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audits of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 1

4 To the Honorable Mayor, Members of the City Council, and Commissioners of the Board of Water and Light Lansing Board of Water and Light Employees Defined Contribution Pension Plan Our audits were conducted for the purpose of forming opinions on the financial statements that collectively comprise the Plan s basic financial statements. The accompanying supplemental information on pages 14 through 19 is presented for the purpose of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. September 12,

5 Management s Discussion and Analysis Using this Annual Report This annual report consists of two parts: (1) management s discussion and analysis (this section) and (2) the basic financial statements. The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data. Condensed Financial Information The table below compares key financial information in a condensed format between the current year and the prior two years: Assets held in trust: Mutual funds $ 97,085,185 $ 102,476,111 $ 83,744,758 Stable value 30,547,019 29,508,146 27,747,904 Participant notes receivable and other 4,388,840 4,411,006 3,767,369 Total assets held in trust $ 132,021,044 $ 136,395,263 $ 115,260,031 Changes in plan assets: Net investment income $ 520,705 $ 22,711,654 $ 11,717,025 Employer and participant contributions 6,633,327 8,317,480 7,514,460 Benefits paid to participants (11,632,674) (10,130,324) (6,059,106) Loan defaults and other decreases 104, ,422 30,564 Net change in plan assets $ (4,374,219) $ 21,135,232 $ 13,202,943 During fiscal year 2012, net investment income was $0.5 million. Investment Objectives The principal purpose of the Plan is to provide benefits at a normal retirement age; the Plan s funds are selected to optimize return on a risk-adjusted basis within each asset class, to provide an opportunity to create a well-diversified portfolio, to control administrative and management cost, and to comply with relevant Michigan and federal law. 3

6 Management s Discussion and Analysis (Continued) The Plan allows each participant to direct the investment of the funds in his or her plan accounts. The Lansing Board of Water and Light (the BWL ) will offer various investment options (consistent with the investment policy statement), among which participants may choose to invest their respective interests in the Plan. The BWL periodically reviews the performance of investment options available to participants to ensure that each such option is meeting its investment objectives. Investment Results The fiscal year ended June 30, 2012 saw a net investment income of $520,705. Total assets held in trust at the end of the fiscal year were $132 million. Future Events The BWL has no current plans to revise the terms of its defined contribution pension plan. Contacting the Plan s Management This financial report is intended to provide a general overview of the Plan s finances and to show accountability for the money it receives. If you have questions about this report or need additional information, we welcome you to contact the office of Susan Devon, Assistant General Manager and Chief Financial Officer, at P.O. Box 13007, Lansing, Michigan

7 Statement of Plan Assets June Assets Participant-directed investments (Note 1): Mutual funds: Money market $ 176,046 $ 269,986 Bond and equity funds 13,639,758 12,731,138 Stock funds 45,438,988 48,834,785 Balanced funds 18,253,989 19,145,811 Growth funds 5,144,605 5,147,924 International funds 14,431,799 16,346,467 Total mutual funds 97,085, ,476,111 Stable value 30,547,019 29,508,146 Self-directed brokerage account 685, ,336 Total participant-directed investments 128,317, ,685,593 Participant notes receivable 3,703,073 3,709,670 Assets Held in Trust for Pension Benefits $ 132,021,044 $ 136,395,263 See Notes to Financial Statements. 5

8 Statement of Changes in Plan Assets Year Ended June Increase Investment income: Net (depreciation) appreciation in fair value of investments $ (1,911,331) $ 20,313,200 Interest income - 80,769 Dividend income 2,432,036 2,317,685 Total investment income 520,705 22,711,654 Employer contributions (Note 1) 5,504,602 5,607,367 Participant rollover contributions 1,128,725 2,710,113 Interest from participant notes receivable 152, ,298 Other 142, ,532 Total increases 7,448,171 31,450,964 Decrease Benefits paid to participants 11,632,674 10,130,324 Loan defaults 115, ,656 Participants' note and administrative fees 74,536 68,752 Total decreases 11,822,390 10,315,732 Net Change in Assets Held (4,374,219) 21,135,232 Assets Held in Trust for Pension Benefits Beginning of year 136,395, ,260,031 End of year $ 132,021,044 $ 136,395,263 See Notes to Financial Statements. 6

9 Notes to Financial Statements June 30, 2012 and 2011 Note 1 - Description of the Plan The following description of Lansing Board of Water and Light Employees Defined Contribution Pension Plan (the Plan ) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan s provisions. General - The Plan was established by the Lansing Board of Water and Light (the BWL ) in 1997 under Section of the City Charter. Prior to its establishment, the BWL sponsored a defined benefit plan (Plan for Employees Pensions of the Board of Water and Light - City of Lansing, Michigan - Defined Benefit Plan) in which substantially all employees of the BWL were participants. Effective December 1, 1997, all active participants of the defined benefit plan were required to make an irrevocable choice to either remain in the defined benefit plan or move to the newly established defined contribution plan (Lansing Board of Water and Light Employees Defined Contribution Plan). Those participants who elected to move to the defined contribution plan received lump-sum distributions from the defined benefit plan, which were rolled into their accounts in the new defined contribution plan. Of the 760 active participants who were required to make this election, 602 elected to convert their retirement benefits to the newly established defined contribution plan. As a result of this action, effective December 1, 1997, the Board of Commissioners transferred $75,116,470 to the newly established defined contribution plan, reflecting the plan participants accumulated benefits as of said date. The plan administrator controls and manages the operation and administration of the Plan and has contracted with ICMA-RC to perform administrative services. Contributions - For employees hired before January 1, 1997, the BWL is required to contribute 15 percent of the employees compensation. For employees hired on or after January 1, 1997, the BWL is required to contribute 8.1 percent of the employees compensation. In addition, the BWL is required to contribute an additional 3.0 percent of the employees compensation for all employees who are not eligible to receive overtime pay and 0.5 percent of the employees compensation for all nonbargaining employees. The Board of Commissioners of the Board of Water and Light - City of Lansing may amend the Plan s provisions and contribution requirements. 7

10 Notes to Financial Statements June 30, 2012 and 2011 Note 1 - Description of the Plan (Continued) Participant Accounts - Each participant s account is credited with the participant s rollover contributions and withdrawals, as applicable, and allocations of the BWL s contributions and plan earnings. Allocations are based on participants earnings or account balances, as defined in the plan document. Forfeited balances of terminated participants nonvested accounts are used to reduce future BWL contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant s account. As of June 30, 2012, there were 833 participants in the Plan, of which 654 were active employees. As of June 30, 2011, there were 848 participants in the Plan, of which 653 were active employees. Vesting - Participants vest in the BWL contribution and related earnings at the rate of 20 percent per year after completion of three years of service. Participants become fully vested after six years of service. Investment Options - Participants may direct contributions in any of the following investment options, which are administered by ICMA-RC. Since ICMA-RC is the custodian as defined by the Plan, transactions in the ICMA funds qualify as transactions with parties-in-interest. Stable Value - Seeks safety of principal, adequate liquidity, and returns superior to shorter maturity alternatives by actively managing a diversified portfolio of assets issued by highly rated financial institutions and corporations as well as obligations of the U.S. government or its agencies. Balanced - Seeks both current income and capital appreciation by investing in a combination of stocks, bonds, and money market instruments. Growth - Seeks long-term capital appreciation by investing primarily in equity securities of companies with above-average growth prospects. Current income is a secondary concern. 8

11 Notes to Financial Statements June 30, 2012 and 2011 Note 1 - Description of the Plan (Continued) International - Seeks long-term capital appreciation by investing primarily in equity securities of issuers located outside of the U.S. Stock Funds - Seeks long-term growth through capital gains, although historically dividends have been an important source of total return. These funds primarily invest in the common stocks of companies based in the United States. There are many options for diversification within this category. Bond and Equity Funds - Seeks to maximize current income with capital appreciation as a secondary consideration by investing primarily in debt securities issued by the U.S. government or its agencies and domestic and foreign corporations. They are not fixedincome investments. Even when a mutual fund s portfolio is composed entirely of bonds, the fund itself has neither a fixed yield nor a contractual obligation to give investors back their principal at some later maturity date - the two key fixed characteristics of individual bonds. Self-directed Brokerage Account - Participants with a minimum account balance of $50,000 may transfer from their fund accounts a minimum of $10,000 up to a maximum of 50 percent of their account balances to a self-directed brokerage account. Eligible investments are equity securities traded on U.S. exchanges valued at greater than $5 and over 400 mutual funds from 18 investment management companies. Participants pay a $100 annual account fee plus applicable commissions. Participant Notes Receivable - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50 percent of their account balances. Notes receivable are treated as transfers between the investment fund and the notes receivable fund. Note terms range from one to five years or up to 20 years for the purchase of a primary residence. The notes receivable are secured by the balance in the participant s account and bear interest at a rate commensurate with prevailing rates as determined periodically by the plan administrator. Principal and interest are paid ratably through payroll deductions. Payment of Benefits - Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant s vested interest in his or her account, or choose from a variety of periodic payment options. 9

12 Notes to Financial Statements June 30, 2012 and 2011 Note 2 - Summary of Significant Accounting Policies Basis of Accounting - The financial statements of the Plan have been prepared using the accrual method of accounting in accordance with Governmental Accounting Standards Board (GASB) Statement No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for Defined Contribution Plans. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. Valuation of Investments and Income Recognition - The investments are stated at market value based on closing sales prices reported on recognized securities exchanges on the last business day of the year, or for listed securities having no sales reported, and for unlisted securities, upon the last reported bid prices on that date. The mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year end. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Participant Notes Receivable - Participant notes receivable are recorded at their unpaid principal balances plus any accrued interest. Participant notes receivable are written off when deemed uncollectible. Expenses - The Plan s expenses are paid by the BWL as provided by the plan document. Regulatory Status - The Plan is not subject to the reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA) as it has been established for the benefit of a governmental unit. 10

13 Notes to Financial Statements June 30, 2012 and 2011 Note 3 - Investments The pension trust fund is also authorized by Michigan Public Act 314 of 1965, as amended, to invest in certain reverse repurchase agreements, stocks, diversified investment companies, annuity investment contracts, real estate leased to public entities, mortgages, real estate, debt or equity of certain small businesses, certain state and local government obligations, and certain other specified investment vehicles. The Plan s deposits and investment policies are in accordance with PA 196 of 1997 and has authorized the investments according to Michigan PA 314 of 1965, as amended. Risks at June 30, 2012 Custodial Credit Risk of Bank Deposits - At the end of the year, the Plan has no bank deposits. Credit Risk - State law limits investments in commercial paper to the top two ratings issued by nationally recognized statistical rating organizations. The Plan has no investment policy that would further limit its investment choices. As of year end, the credit quality ratings of debt securities (other than the U.S. government) are as follows: Investment Fair Value Rating Rating Organization Mutual funds $ 97,085,185 Not rated Not rated Stable value 30,547,019 AA S&P Risks at June 30, 2011 Custodial Credit Risk of Bank Deposits - At the end of the year, the Plan has no bank deposits. Credit Risk - State law limits investments in commercial paper to the top two ratings issued by nationally recognized statistical rating organizations. The Plan has no investment policy that would further limit its investment choices. As of year end, the credit quality ratings of debt securities (other than the U.S. government) are as follows: Investment Fair Value Rating Rating Organization Mutual funds $ 102,476,111 Not rated Not rated Stable value 29,508,146 AA S&P 11

14 Notes to Financial Statements June 30, 2012 and 2011 Note 4 - Plan Termination Although it has not expressed any intention to do so, the BWL has the right under the Plan to terminate the Plan subject to the provisions set forth in Article 12 of the Plan. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. Note 5 - Tax Status The Plan is a prototype plan. The prototype plan has received a favorable opinion letter from the Internal Revenue Service (IRS) that the Plan, as designed, is qualified for federal income tax-exempt status. The Plan has not individually sought its own determination letter. 12

15 Supplemental Information 13

16 Statement of Changes in Plan Assets by Fund Money Market Year Ended June 30 Bond Funds Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ 708 $ 694 $ 228,067 $ (27,734) Interest income Dividend income , ,121 Employer contributions 15,911 13, , ,004 Participant rollover contributions 8,133-56, ,744 Loan repayments 239 2, , ,949 Interest from participant notes receivable Other (189,726) 190,296 20,932 - Total increases, net of realized and unrealized gains and losses (164,735) 206,343 1,483,275 1,693,084 Decrease Benefits paid to participants 653, , ,458 1,137,666 Loans to participants , ,662 Loan defaults Participants' note and administrative fees ,459 13,379 Total decreases 653, , ,728 1,285,707 Net (Decrease) Increase Prior to Interfund Transfers (818,023) (31,890) 784, ,377 Interfund Transfers 724,083 (497,660) 124, ,280 Net (Decrease) Increase (93,940) (529,550) 908, ,657 Assets Held in Trust for Pension Benefits Beginning of year 269, ,536 12,731,138 11,786,481 End of year $ 176,046 $ 269,986 $ 13,639,758 $ 12,731,138 14

17 Statement of Changes in Plan Assets by Fund (Continued) Stock Funds Year Ended June 30 Balanced Funds Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ (912,782) $ 11,919,675 $ (220,835) $ 3,027,124 Interest income Dividend income 849, , , ,639 Employer contributions 1,841,714 1,836,681 1,201,461 1,231,718 Participant rollover contributions 155, ,379 2, ,683 Loan repayments 627, , , ,120 Interest from participant notes receivable Other 51,614 23,099 47,021 - Total increases, net of realized and unrealized gains and losses 2,612,454 15,396,610 1,708,121 5,335,284 Decrease Benefits paid to participants 3,220,091 2,351,637 1,241,609 1,096,664 Loans to participants 551, , , ,796 Loan defaults Participants' note and administrative fees 31,168 28,054 7,516 5,919 Total decreases 3,802,839 3,062,867 1,616,598 1,457,379 Net (Decrease) Increase Prior to Interfund Transfers (1,190,385) 12,333,743 91,523 3,877,905 Interfund Transfers (2,205,412) (631,685) (983,345) (1,204,175) Net (Decrease) Increase (3,395,797) 11,702,058 (891,822) 2,673,730 Assets Held in Trust for Pension Benefits Beginning of year 48,834,785 37,132,727 19,145,811 16,472,081 End of year $ 45,438,988 $ 48,834,785 $ 18,253,989 $ 19,145,811 15

18 Statement of Changes in Plan Assets by Fund (Continued) Growth Funds Year Ended June 30 International Funds Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ (196,378) $ 936,745 $ (1,543,354) $ 3,579,444 Interest income Dividend income 157,361 72, , ,153 Employer contributions 609, , , ,131 Participant rollover contributions 1,844 1,544 30, ,130 Loan repayments 82,368 87, , ,332 Interest from participant notes receivable Other 27,285-17,524 - Total increases, net of realized and unrealized gains and losses 682,336 1,712,699 (250,517) 4,938,190 Decrease Benefits paid to participants 115,946 (98,825) 946,604 1,191,977 Loans to participants 128, , , ,964 Loan defaults Participants' note and administrative fees 2,802 2,319 12,172 10,919 Total decreases 247,514 34,654 1,103,151 1,382,860 Net (Decrease) Increase Prior to Interfund Transfers 434,822 1,678,045 (1,353,668) 3,555,330 Interfund Transfers (438,141) (374,691) (561,000) (918,225) Net (Decrease) Increase (3,319) 1,303,354 (1,914,668) 2,637,105 Assets Held in Trust for Pension Benefits Beginning of year 5,147,924 3,844,570 16,346,467 13,709,362 End of year $ 5,144,605 $ 5,147,924 $ 14,431,799 $ 16,346,467 16

19 Statement of Changes in Plan Assets by Fund (Continued) Total Mutual Funds Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ (2,644,574) $ 19,435,948 Interest income - - Dividend income 2,432,036 2,317,685 Employer contributions 4,733,224 4,801,281 Participant rollover contributions 255,088 1,280,480 Loan repayments 1,320,510 1,233,421 Interest from participant notes receivable - - Other (25,350) 213,395 Total increases, net of realized and unrealized gains and losses 6,070,934 29,282,210 Decrease Benefits paid to participants 6,758,960 5,915,974 Loans to participants 1,296,005 1,484,490 Loan defaults - - Participants' note and administrative fees 67,153 61,236 Total decreases 8,122,118 7,461,700 Net (Decrease) Increase Prior to Interfund Transfers (2,051,184) 21,820,510 Interfund Transfers (3,339,742) (3,089,156) Net (Decrease) Increase (5,390,926) 18,731,354 Assets Held in Trust for Pension Benefits Beginning of year 102,476,111 83,744,757 End of year $ 97,085,185 $ 102,476,111 17

20 Statement of Changes in Plan Assets by Fund (Continued) Stable Value Fund Year Ended June 30 Brokerage Account Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ 812,317 $ 877,252 $ (79,074) $ - Interest income ,769 Dividend income Employer contributions 771, , Participant rollover contributions 873,637 1,429, Loan repayments 206, , Interest from participant notes receivable - - Other 167,436 29, Total increases, net of realized and unrealized gains and losses 2,831,129 3,368,142 (79,074) 80,769 Decrease Benefits paid to participants 4,873,714 4,214, Loans to participants 187, , Loan defaults Participants' note and administrative fees 7,383 7, Total decreases 5,068,493 4,444, Net (Decrease) Increase Prior to Interfund Transfers (2,237,364) (1,076,626) (79,074) 80,769 Interfund Transfers 3,276,237 2,836,867 63, ,289 Net (Decrease) Increase 1,038,873 1,760,241 (15,569) 333,058 Assets Held in Trust for Pension Benefits Beginning of year 29,508,146 27,747, , ,278 End of year $ 30,547,019 $ 29,508,146 $ 685,767 $ 701,336 18

21 Statement of Changes in Plan Assets by Fund (Continued) Participant Notes Receivable Year Ended June 30 Year Ended June Increase Investment income: Net appreciation (depreciation) in fair value of investments $ - $ - $ (1,911,331) $ 20,313,200 Interest income ,769 Dividend income - - 2,432,036 2,317,685 Employer contributions - - 5,504,602 5,607,367 Participant rollover contributions - - 1,128,725 2,710,113 Loan repayments (1,526,871) (1,458,775) - - Interest from participant notes receivable 152, , , ,298 Other - 9, , ,532 Total Total increases, net of realized and unrealized gains and losses (1,374,818) (1,280,157) 7,448,171 31,450,964 Decrease Benefits paid to participants ,632,674 10,130,324 Loans to participants (1,483,401) (1,707,392) - - Loan defaults 115, , , ,656 Participants' note and administrative fees ,536 68,752 Total decreases (1,368,221) (1,590,736) 11,822,390 10,315,732 Net (Decrease) Increase Prior to Interfund Transfers (6,597) 310,579 (4,374,219) 21,135,232 Interfund Transfers Net (Decrease) Increase (6,597) 310,579 (4,374,219) 21,135,232 Assets Held in Trust for Pension Benefits Beginning of year 3,709,670 3,399, ,395, ,260,031 End of year $ 3,703,073 $ 3,709,670 $ 132,021,044 $ 136,395,263 19

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