vip11k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 11-K

ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2011.

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ___________to_____________

Commission file number 0-10436.


L. B. Foster Company 401(k) and Profit Sharing Plan
(Full title of the plan and the address of plan, if different from that of the issuer named below)


L. B. FOSTER COMPANY
415 Holiday Drive
Pittsburgh, PA 15222
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)


 
 

 


 
EXHIBIT INDEX

Exhibit 23.1                      Consent of Independent Registered Public Accounting Firm

 
 

 


Financial Statements and
 
Supplemental Schedule
 
L. B. Foster Company 401(k) and Profit Sharing Plan
December 31, 2011 and 2010 and the
Year Ended December 31, 2011
With Report of Independent Registered Public
Accounting Firm
 

 
 

 

L. B. Foster Company
401(k) and Profit Sharing Plan
 
Financial Statements
and Supplemental Schedule
 
December 31, 2011 and 2010 and the
Year Ended December 31, 2011
 
 
Contents
 
Report of Independent Registered Public Accounting Firm
1
 
Financial Statements
 
 
Statements of Net Assets Available for Benefits 
2
Statement of Changes in Net Assets Available for Benefits 
3
Notes to Financial Statements
4
 
Supplemental Schedule
 
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) 
13
 

 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Plan Administrator
L. B. Foster Company
401(k) and Profit Sharing Plan
 
We have audited the accompanying statements of net assets available for benefits of the L. B. Foster Company 401(k) and Profit Sharing Plan as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits 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 financial statements, assessing the accounting principles used and significant estimates made by management, and 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 at December 31, 2011 and 2010, and the changes in its net assets available for benefits for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.
 
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for purposes of additional analysis and is not a required part of the 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. Such information is the responsibility of the Plan’s management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
 
/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
June 28, 2012

 
1

 


L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
             
Statements of Net Assets Available for Benefits
 
             
             
   
December 31
 
   
2011
   
2010
 
Assets
           
Investments, at fair value
  $ 54,788,736     $ 50,756,613  
 
               
Receivables:
               
Notes receivable from participants
    1,577,621       1,226,234  
Contribution receivable from employer
    750,000       750,000  
Net assets available for benefits
  $ 57,116,357     $ 52,732,847  
                 
See accompanying notes.
               

 


 
2

 


L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
       
Statement of Changes in Net Assets Available for Benefits
 
       
Year Ended December 31, 2011
 
       
       
Additions
     
Investment (loss) income:
     
Interest and dividends
  $ 1,449,838  
Net realized/unrealized depreciation in investment fair value
    (4,134,125 )
Other
    (375 )
Total investment loss
    (2,684,662 )
 
       
Contributions:
       
Employee
    2,321,416  
Employer
    1,815,382  
Rollover
    154,843  
Total contributions
    4,291,641  
         
Transfer from the Portec Plan
    5,201,672  
Total additions
    6,808,651  
 
       
Deductions
       
Benefit payments
    2,411,070  
Administrative expenses
    14,071  
 
    2,425,141  
 
       
Increase in net assets available for benefits
    4,383,510  
Net assets available for benefits, beginning of year
    52,732,847  
Net assets available for benefits, end of year
  $ 57,116,357  
         
See accompanying notes.
       

 

 

 
3

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements
 
December 31, 2011 and 2010
 

1. Description of Plan
 
 
The following brief description of the L. B. Foster Company 401(k) and Profit Sharing Plan (the Plan) is provided for general information purposes. Participants should refer to the summary plan description for more complete information. The Plan document is the governing instrument and should be referred to for a full description of the Plan and its provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
As a result of the Company’s December 15, 2010 acquisition of Portec Rail Products, Inc., the Plan was amended to permit the merger of the Portec Rail Products, Inc. 401(k) Plan, a qualified retirement plan, (the Portec Plan) into the Plan. On August 1, 2011, the merger was completed, and former Portec Plan participants began participating in the Plan. The net assets transferred to the Plan are reflected on the statement of changes in net assets available for benefits as a transfer from the Portec Plan.
 
General
 
 
The Plan is a defined contribution plan extended to all eligible employees of L. B. Foster Company (the Company) who have attained age 18. The L. B. Foster Company Investment Committee, appointed by the Board of Directors of the Company, collectively serves as the plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended.
 
Contributions
 
 
Contributions under the Plan are made by both the participants and the Company. A participant who elects to make pretax contributions of at least the maximum amount subject to company matching can also elect to make additional voluntary contributions on an after-tax basis.
 
Participants may contribute up to 75% of their annual pretax compensation and up to 100% of their compensation on an after-tax basis, subject to Internal Revenue Code limitations. There is no limit on aggregate pretax and after-tax contributions. Participant contributions and employer matching contributions are invested in accordance with participant elections. In the event that a participant does not make an investment election, contributions are invested in the Fidelity Freedom funds until such time as an election is made by the participant. The participant may transfer contributions defaulted to these funds into other investment options at the participant’s discretion.
 
 
4

 
 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements
 
 
 
1. Description of Plan (continued)
 
 
The Plan includes a provision for an immediate company match. Participants receive a company match of 100% of the first 1% of their eligible compensation and 50% of the next 6% of their eligible compensation for a maximum company match of 4%. To be eligible for the Company’s matching contributions, participants must make pretax deferral contributions or Roth 401(k) after-tax deferral contributions. The Plan will match on the combined total of these contributions up to the matching limit.
 
The Company, upon resolution of the Board of Directors, may make a discretionary profit-sharing contribution of an amount out of, but not in excess of, the Company’s current or accumulated profits. Participants must have attained one year of service as of the last day of the plan year in order to be eligible for the discretionary profit-sharing contribution, if any, for that year. Discretionary profit-sharing contributions are directed into eligible participant accounts based on the participants’ investment elections at the time the contribution is made. Discretionary profit-sharing contributions of $750,000 were approved for both 2011 and 2010. Forfeitures of discretionary contributions are allocated back to the Company. The Company’s matching contributions may be reduced by forfeitures that accumulate from terminations of participants with non-vested employer matching contributions. During the year ended December 31, 2011, no forfeitures were utilized to reduce company contributions. At December 31, 2011 and 2010, forfeitures of $69,866 and $18,908, respectively, were available to reduce future company contributions.
 
Vesting
 
 
A participant’s vested interest in the Plan on any date is equal to the sum of the values of (a) that portion of the participant’s account attributable to the participant’s contributions and (b) that portion of the participant’s account attributable to the Company’s contributions multiplied by the applicable vesting percentage, (c) plus related earnings (losses). Participants are 100% vested in the Company’s contributions after two years of eligible service.
 
Notwithstanding the above, a participant who terminates from the Plan by reason of retirement, disability, or death is fully vested in their participant account.
 
 
 
5

 
 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements
 
 
1. Description of Plan (continued)
 
 
Distributions
 
 
Normal retirement age is 65. Early retirement age is 55, provided that the participant has at least five years of service. In addition, a participant may obtain an early retirement distribution prior to reaching age 55, provided that the participant will turn 55 in the year the distribution occurs and that the participant has at least five years of service.
 
As provided by the Plan, the distribution to which a participant is entitled by reason of normal, early, late, or disability retirement, death, or termination of employment may be made in the form of direct rollover, annuity, cash, or partly in cash and partly as an annuity. The amount of such distribution is equal to the participant’s vested account balance on the valuation date.
 
Withdrawals
 
 
Under the Plan, a participant may elect to withdraw voluntary, after-tax contributions made to the Plan prior to January 1, 1987. Such withdrawals are subject to a $1,000 minimum. In the event of extreme hardship and subject to certain restrictions and limitations, a participant may withdraw their vested interest in the portion of their account, subject to a $500 minimum, attributable to matching, fixed, and discretionary contributions, and related earnings. The Plan also allows for age 59½ in-service withdrawals of all or any portion of the participant’s vested account balance.
 
Participants’ Accounts
 
 
Each participant’s account is credited with the participant’s pretax and voluntary contributions, the participant’s allocable share of company contributions, and related earnings of the funds.
 
Participants’ accounts may be invested in 10% increments into any of the mutual funds available under the Plan at the direction of the participant.
 

 
6

 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 

1. Description of Plan (continued)
 
 
Loans
 
 
A participant may obtain a loan equal to the lesser of 50% of their vested account balance or $50,000. The loan proceeds are deducted from the participant’s account and are repaid by means of payroll deductions. Loans are required to be repaid within 60 months from the date on which the loan is originally granted and may be prepaid early without penalty. The repayment period for a loan that is obtained for purchasing a primary residence may be as long as 360 months. The loan carries a reasonable interest rate as determined by the Plan Sponsor. The interest rate is computed on the date the loan is requested and remains fixed for the full term of the loan.
 
Plan Termination
 
 
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Should the Plan be terminated, participants will become fully vested in their accounts, and the assets of the Plan would be distributed to the participants based on their individual account balances as determined under the plan provisions.
 
2. Summary of Significant Accounting Policies
 
 
Basis of Accounting
 
 
The financial statements of the Plan are maintained on the accrual basis.
 
Use of Estimates
 
 
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes and supplemental schedule. Actual results could differ from those estimates.
 

 
7

 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 
 
2. Summary of Significant Accounting Policies (continued)

Valuation of Investments
 
 
Mutual fund values are based on the underlying investments. Mutual fund securities traded on security exchanges are valued at the latest quoted sales price. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year.

Realized gain or loss includes recognized gains and losses on the sale of investments. Unrealized appreciation or depreciation represents changes in value from original cost. Dividend income is recorded on the ex-dividend date and interest income is accrued as earned. Plan assets are concentrated in mutual funds consisting primarily of stocks and bonds. Realization of the Plan’s net assets available for benefits is dependent on the results of these markets.

Notes Receivable from Participants
 

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned and is reported within interest and dividends on the statement of changes in net assets. No allowance for credit losses has been recorded as of December 31, 2011 or 2010. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Expenses
 
 
The Company, as provided by the Plan, pays expenses of the Plan. Expenses incurred to establish and maintain a loan are charged to the applicable participant.

New Accounting Pronouncements
 

In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amended ASC 820 to clarify certain existing fair value disclosures and require a number of additional disclosures. Adoption of ASU 2010-06 did not have an effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

 
8

 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 

3. Investments
 
 
For the year ended December 31, 2011, the Plan’s investments (including investments bought, sold, and held during the year) depreciated in value as follows:
 
         
Net Realized/
 
   
Fair
   
Unrealized
 
   
Market
   
Appreciation
 
   
Value
   
(Depreciation)
 
Mutual Funds:
           
Fidelity Investments:
           
Government Income Fund
  $ 2,164,822     $ 54,925  
Balanced Fund
    1,156,257       (1,263 )
Low Price Stock Fund
    2,478,586       (113,926 )
Small Cap Stock Fund
    1,103,463       (212,463 )
International Discovery Fund
    2,337,486       (450,061 )
Cap Appreciation Fund
    874,054       (20,455 )
Spartan Extended Market Index Fund
    731,829       (53,096 )
Spartan International Index Fund
    499,356       (88,395 )
Spartan 500 Index Fund
    3,108,673       6,491  
Freedom Income Fund
    140,736       (774 )
Freedom 2000
    907,603       (19,876 )
Freedom 2010
    1,928,190       (58,535 )
Freedom 2020
    3,099,500       (137,908 )
Freedom 2030
    2,947,954       (182,778 )
Freedom 2040
    1,189,014       (83,697 )
Freedom 2005
    652,719       (17,694 )
Freedom 2015
    1,066,906       6,076  
Freedom 2025
    1,237,331       (64,291 )
Freedom 2035
    531,632       (13,986 )
Freedom 2045
    614,709       (41,744 )
Freedom 2050
    303,053       (21,522 )
Retirement Government Money Market Fund
    4,203,043        
Mutual Shares Class A
    4,429,581       (162,475 )
Davis NY Venture Fund
          (141,352 )
Columbia Acorn Select Z Fund
    1,447,715       (335,478 )
PIMCO Total Return Fund
    4,353,492       6,817  
PIMCO Real Return Institutional Fund
    1,211,761       8,501  
Oppenheimer Developing Markets A Fund
    424,310       (102,833 )
Allianz NFJ Small Cap Value Fund
    1,890,523       (58,974 )
Sentinel Common Stock A Fund
    3,266,125       (56,196 )
Rydex/SGI Mid Cap Value A Fund
    224,226       (25,040 )
      50,524,649       (2,382,002 )
Common Stock:
               
L. B. Foster Company Stock Fund
    4,263,102       (1,752,123 )
L.B. Foster Company Stock Purchase Account
    985        
    $ 54,788,736     $ (4,134,125 )
 
 
 
 
 
9

 
 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 
 
3. Investments (continued)
 
 
At December 31, 2011 and 2010, the fair value of investments representing 5% or more of the Plan’s assets is as follows:
 
   
2011
   
2010
 
             
Mutual Shares Class A
  $ 4,429,581     $ 4,522,377  
PIMCO Total Return Fund
    4,353,492       4,002,049  
L. B. Foster Company Stock Fund
    4,263,102       6,017,420  
Fidelity Investments Retirement Government
Money Market Fund
    4,203,043       4,481,113  
Sentinel Common Stock A Fund
    3,266,125        
Fidelity Investments Spartan 500 Index Fund
    3,108,673       2,749,679  
Fidelity Investments Freedom 2020
    3,099,500       2,230,640  
Fidelity Investments Freedom 2030
    2,947,954       2,210,811  
Fidelity Investments International Discovery Fund
    2,337,486       2,760,366  
Davis NY Venture Fund
          3,538,475  

4. Income Tax Status
 
 
The underlying volume submitter plan has received an opinion letter from the Internal Revenue Service (IRS) dated March 31, 2008, stating that the written form of the underlying volume submitter document is qualified under Section 401(a) of the Internal Revenue Code (the Code). Any employer adopting this form of the plan will be considered to have a plan qualified under Section 401(a) of the Code, and, therefore, the related trust is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax-exempt.
 

 
10

 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 


4. Income Tax Status (continued)
 
 
Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator 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. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
 
5. Transactions With Parties in Interest
 
 
Certain trustee, accounting, and administrative expenses relating to the maintenance of participant records and the Plan’s administration are absorbed by the Company.
 
6. Risks and Uncertainties
 
 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. 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.
 
7. Fair Value Measurements
 
 
The Plan applies the provisions of Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (ASC 820), to its financial assets carried in the financial statements at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy and requires categorization of assets measured at fair value into one of three levels based on the inputs used in the valuation. Assets are classified in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as:
 
•  
Level 1 – Observable inputs based on quoted prices (unadjusted) in active markets for identical assets.
 
 
 
11

 
 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 

 
 
7. Fair Value Measurements (continued)
 
 
•  
Level 2 – Observable inputs, other than those included in Level 1, based on quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
 
•  
Level 3 – Unobservable inputs that reflect an entity’s own assumptions about the inputs a market participant would use in pricing the asset based on the best information available in the circumstances.
 
Investments included in the statements of net assets available for benefits include mutual funds totaling $50,524,649 and $44,738,125 and the Company’s common stock funds of $4,263,102 and $6,017,420 and are stated at fair value as of December 31, 2011 and 2010, respectively. These investments are valued based upon daily unadjusted quoted prices and, therefore, are considered Level 1.
 

 
12

 


 
Supplemental Schedule

 
 

 


L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
               
EIN #25-1324733 Plan #201
 
 
 
Schedule H, Line 4i – Schedule of Assets
 
(Held at End of Year)
 
               
December 31, 2011
 
               
               
Identity of  Issue, Borrower,
   
Shares
   
Fair Market
 
Lessor, or Similar Party
Description of Investment
 
Held
   
Value
 
               
Fidelity Investments*:
             
Government Income Fund
Government obligations
    201,005     $ 2,164,822  
Balanced Fund
Equities
    63,566       1,156,257  
Low Price Stock Fund
Equities
    69,370       2,478,586  
Small Cap Stock Fund
Equities
    66,715       1,103,463  
International Discovery Fund
Equities
    84,661       2,337,486  
Cap Appreciation Fund
Equities
    35,502       874,054  
Spartan Extended Market Index Fund
Index funds
    20,638       731,829  
Spartan International Index Fund
Index funds
    16,785       499,356  
Spartan 500 Index Fund
Index funds
    69,874       3,108,673  
Freedom Income Fund
Equity funds, fixed income funds
    12,521       140,736  
Freedom 2000
Equity funds, fixed income funds
    76,398       907,603  
Freedom 2010
Equity funds, fixed income funds
    147,190       1,928,190  
Freedom 2020
Equity funds, fixed income funds
    236,242       3,099,500  
Freedom 2030
Equity funds, fixed income funds
    229,591       2,947,954  
Freedom 2040
Equity funds, fixed income funds
    161,551       1,189,014  
Freedom 2005
Equity funds, fixed income funds
    62,045       652,719  
Freedom 2015
Equity funds, fixed income funds
    97,613       1,066,906  
Freedom 2025
Equity funds, fixed income funds
    114,462       1,237,331  
Freedom 2035
Equity funds, fixed income funds
    50,392       531,632  
Freedom 2045
Equity funds, fixed income funds
    70,738       614,709  
Freedom 2050
Equity funds, fixed income funds
    35,486       303,053  
Retirement Government Money
Government obligations,
               
Market Fund
money market securities
    4,203,043       4,203,043  
Mutual Shares Class A
Equities
    223,603       4,429,581  
Columbia Acorn Select Z Fund
Equities
    61,292       1,447,715  
PIMCO Total Return Fund
Fixed income securities
    400,505       4,353,492  
PIMCO Real Return Institutional Fund
Fixed income securities
    102,779       1,211,761  
Allianz NFJ Small Cap Value Fund
Equities
    68,078       1,890,523  
Oppenheimer Developing Markets A Fund
Equities
    14,472       424,310  
Sentinel Common Stock A
Equities
    105,054       3,266,125  
Rydex/SGI Mid Cap Value A Fund
Equities
    7,609       224,226  
                50,524,649  

 
13

 


 
L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
               
EIN #25-1324733 Plan #201
 
 
 
Schedule H, Line 4i – Schedule of Assets
 
(Held at End of Year) (continued)
 
               
               
               
               
Identity of  Issue, Borrower,
   
Shares
   
Fair Market
 
Lessor, or Similar Party
Description of Investment
 
Held
   
Value
 
               
L. B. Foster Company*:
             
Stock Fund
Common stock
    150,693     $ 4,263,102  
Stock Purchase Account
Money market securities
          985  
                4,264,087  
                54,788,736  
                   
Participant loans*
Participant loans, interest rates
               
 
ranging from 4.25% to 10.50%,
               
 
various maturities ranging
               
 
from one to thirty years
            1,577,621  
              $ 56,366,357  
                   
*Party in interest
                 

 
14

 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

L.B. Foster Company 401(k) And Profit Sharing Plan
(Name of Plan)

Date:  June 28, 2012
/s/ Brian H. Kelly
Brian H. Kelly
Vice President, Human Resources