UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
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FORM
11-K
|
(Mark
One)
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þ 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, 2008
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OR
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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 1-14174
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A. Full title
of the plan and the address of the plan, if different from that of the
issuer
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named
below:
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AGL
Resources Inc.
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Retirement
Savings Plus Plan
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B. Name of the
issuer of the securities held pursuant to the plan and the address of
its
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principal executive
office:
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AGL
Resources Inc.
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Ten
Peachtree Place
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Atlanta,
Georgia 30309
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INDEX
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Page(s)
|
|||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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3 | |||
FINANCIAL
STATEMENTS
|
||||
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007 | 4 | |||
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2008
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5 | |||
Notes to Financial Statements, December 31, 2008 and 2007 | 6-13 | |||
SUPPLEMENTAL
SCHEDULES
|
||||
Schedule H, Line 4i: Schedule of Assets (Held at End of Year) as of December 31, 2008 | 14-15 | |||
Schedule G, Financial Transaction Schedule - Part III - Nonexempt Transactions | 16 |
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.
|
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Investments,
at fair value
|
||||||||
AGL
Resources Inc. common stock
|
$ | 93,138,995 | $ | 116,823,207 | ||||
Mutual
funds
|
80,892,965 | 119,841,526 | ||||||
Common/collective
trust funds
|
35,295,670 | 33,986,170 | ||||||
Loans
to participants
|
6,130,417 | 5,612,624 | ||||||
Total
investments
|
215,458,047 | 276,263,527 | ||||||
Cash
|
243,185 | - | ||||||
Contributions
Receivables
|
||||||||
Employer
|
329,749 | 143,705 | ||||||
Participant
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797,357 | 339,177 | ||||||
Receivable
for securities sold
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276,767 | - | ||||||
Accrued
Interest
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20,055 | - | ||||||
Total
Assets
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217,125,160 | 276,746,409 | ||||||
Liabilities
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||||||||
Payable
for securities purchased
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(497,925 | ) | - | |||||
Total
Liabilities
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(497,925 | ) | - | |||||
Net
assets available for benefits, at fair value
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216,627,235 | 276,746,409 | ||||||
Adjustment
from fair value to contract value for indirect interest in
benefit-responsive investment contracts
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1,124,645 | 116,008 | ||||||
Net
assets available for benefits
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$ | 217,751,880 | $ | 276,862,417 |
Additions
|
||||
Additions
to net assets attributed to
|
||||
Investment
income
|
||||
Interest
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$ | 403,449 | ||
Dividends
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3,728,953 | |||
Dividends
on AGL Resources Inc. common stock
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4,528,188 | |||
8,660,590 | ||||
Contributions
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||||
Participant
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11,484,123 | |||
Employer
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5,758,108 | |||
17,242,231 | ||||
Total
additions
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25,902,821 | |||
Deductions
|
||||
Deductions
from net assets attributed to
Net
depreciation in fair value of investments
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(67,330,358 | ) | ||
Benefits
paid to participants
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(17,594,490 | ) | ||
Administrative
expenses
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(88,510 | ) | ||
Total
deductions
|
(85,013,358 | ) | ||
Net
decrease
|
(59,110,537 | ) | ||
Net
assets available for benefits
|
||||
Beginning
of year
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276,862,417 | |||
End
of year
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$ | 217,751,880 |
Years
of Vesting Service
Completed
by Employee
|
Percentage
Vested of Matching Contributions
|
|||
Less
than 1 year
|
0 | % | ||
1
year
|
50 | % | ||
2
years
|
75 | % | ||
3
years
|
100 | % |
Shares/Units
|
Amount
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
AGL
Resources Inc. Common Stock
|
2,970,941 | 3,103,698 | $ | 93,138,995 | $ | 116,823,207 | ||||||||||
AIM
Basic Value Fund
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- | 993,590 | - | 32,261,865 | ||||||||||||
American
Europacific Growth Fund
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458,945 | 450,106 | 12,827,522 | 22,896,877 | ||||||||||||
Janus
Advisor Growth Fund
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- | 746,373 | - | 20,062,513 | ||||||||||||
INVESCO
Stable Value Trust, at contract value
|
24,573,699 | 16,644,075 | 24,573,699 | 16,644,075 | ||||||||||||
INVESCO
500 Index Trust
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- | 438,756 | - | 17,458,103 | ||||||||||||
PIMCO
Total Return Fund
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- | 1,317,824 | - | 14,087,534 | ||||||||||||
Harbor
Capital Appreciation Fund
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535,607 | - | 12,479,651 | - | ||||||||||||
Western
Asset Core Plus Fund
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1,439,988 | - | 12,499,093 | - | ||||||||||||
Diamond
Hill Large Cap Fund
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1,867,912 | - | 19,594,397 | - | ||||||||||||
ML
Equity Index Trust XIII
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1,524,661 | - | 11,846,616 | - |
AGL
Resources Inc. Common Stock
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$ | (19,284,197 | ) | |
Mutual
funds
|
(41,144,283 | ) | ||
Common
trust funds
|
(6,901,878 | ) | ||
Total
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$ | (67,330,358 | ) |
Common
stocks:
|
Valued
at the closing price reported on the active market on which the securities
are traded.
|
Common/collective
trusts:
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Valued
at unit value as reported by the Trustee as of the date set for
valuation.
|
Mutual Funds: | Valued at the net asset value of shares held by the plan. |
Participant
Loans:
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Valued
at amortized cost, which approximates fair value at a given point in
time.
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Level
1
|
Level
2
|
Level
3
|
Total
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|||||||||||||
Common
Stocks
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$ | 93,138,995 | $ |
-
|
$ |
-
|
$ | 93,138,995 | ||||||||
Mutual
Funds
|
80,892,965 |
-
|
-
|
80,892,965 | ||||||||||||
Common/Collective
Trust
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- | 35,295,670 |
-
|
35,295,670 | ||||||||||||
Participant
Loans
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- | - | 6,130,417 | 6,130,417 | ||||||||||||
Total
Assets
|
$ | 174,031,960 | $ | 35,295,670 | $ | 6,130,417 | $ | 215,458,047 |
Balance,
beginning of year
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$ | 5,612,624 | ||
Issuances,
repayments and distributions, net
|
517,793 | |||
Balance,
end of year
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$ | 6,130,417 |
(a)
|
(b)
Identity
of issue, borrower,
lessor,
or similar party
|
(c)
Description
of investment
including
maturity date,
rate
of interest, collateral,
par,
or maturity value
|
(d)
Cost
**
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(e)
Current
Value
|
|||||
INVESCO
Stable Value Trust
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Common
Investment Trust
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$ | 23,449,054 | ||||||
* |
ML
Equity Index Trust XIII
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Common
Investment Trust
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11,846,616 | ||||||
35,295,670 | |||||||||
* |
AGL
Resources Inc.
|
Common
Stock
|
93,138,995 | ||||||
Harbor
Capital Appreciation Fund
|
Mutual
Fund
|
12,479,651 | |||||||
Dodge
& Cox International
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Mutual
Fund
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1,054,544 | |||||||
Diamond
Hill Large Cap Fund
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Mutual
Fund
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19,594,397 | |||||||
Wells
Fargo Target 2010
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Mutual
Fund
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1,182,976 | |||||||
Wells
Fargo Target 2020
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Mutual
Fund
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2,232,866 | |||||||
Wells
Fargo Target 2030
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Mutual
Fund
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1,243,833 | |||||||
Wells
Fargo Target 2040
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Mutual
Fund
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162,615 | |||||||
Wells
Fargo Outlook Today
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Mutual
Fund
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384,619 | |||||||
Artio
Intl Equity Fund II CL I
|
Mutual
Fund
|
260,508 | |||||||
Aston/River
Road Small Mid Cap Fund
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Mutual
Fund
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5,742,081 | |||||||
Alger
SMidcap Growth Fund CL I
|
Mutual
Fund
|
4,820,354 | |||||||
Wells
Fargo Target 2050
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Mutual
Fund
|
29,635 | |||||||
Wells
Fargo Target 2045
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Mutual
Fund
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53,989 | |||||||
Wells
Fargo Target 2035
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Mutual
Fund
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423,754 | |||||||
Wells
Fargo Target 2025
|
Mutual
Fund
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2,359,005 | |||||||
Wells
Fargo Target 2015
|
Mutual
Fund
|
2,291,696 | |||||||
American
Europacific Growth
|
Mutual
Fund
|
12,827,522 | |||||||
Selected
American Shares
|
Mutual
Fund
|
1,249,827 |
(a)
|
(b)
Identity
of issue, borrower,
lessor,
or similar party
|
(c)
Description
of investment
including
maturity date,
rate
of interest, collateral,
par,
or maturity value
|
(d)
Cost
**
|
(e)
Current Value
|
|||||
Western
Asset Core Plus Fund
|
Mutual
Fund
|
12,499,093 | |||||||
80,892,965 | |||||||||
|
|
||||||||
* |
Loans
to Participants
|
Various
Maturities
|
6,130,417 | ||||||
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(Interest
rates from 4.0% - 10.5%)
|
||||||||
|
|
$ | 215,458,047 |
Identity
of party involved
|
Relationship
to plan, employer, or other party-in-interest
|
Description
of transactions including maturity date, rate of interest, collateral, par
or maturity
|
Current
value of asset
|
228
RSP Plan participants (names withheld for privacy reasons)
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Employee
|
The
RSP Plan permits participants to borrow from their
accounts. The minimum loan amount is $1,000 and may not exceed
the lesser of $50,000 or 50% of the participant’s vested account
balance. Loans are secured by the balance in the participant’s
account and are required to bear an interest rate of prime plus
1%.
|
The
total principal value of the affected loans is approximately
$2.9 million. The actual value related to these transactions
equals approximately 1% of the principal value per year that the affected
loans are outstanding. Loans are generally repaid through
payroll deductions over a period not to exceed 5 years, except for
residential loans, which may not exceed 10 years.
|
As
a result of a programming error during 2008 and part of 2009, new loans to
participants were incorrectly charged a lower interest rate at the
prime rate rather than prime plus 1%.
|
|||
AGL
Resources Inc. intends to correct the interest rate error through a
submission under the voluntary correction procedures (“VCP”) of the IRS
EPCRS program, as set forth in Revenue Procedure
2008-50.
|
Date: June
29, 2009
|
/s/
Andrew W. Evans
|
Executive
Vice President and Chief Financial
Officer
|
Exhibit Number
|
Description
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|