þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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2008 | 2007 | |||||||
ASSETS |
||||||||
CASH AND CASH EQUIVALENTS |
$ | | $ | 116,399 | ||||
INVESTMENTS, AT FAIR VALUE |
340,862,766 | 431,096,470 | ||||||
EMPLOYER CONTRIBUTION RECEIVABLE |
18,259,297 | 16,131,739 | ||||||
TOTAL ASSETS |
$ | 359,122,063 | $ | 447,344,608 | ||||
LIABILITIES |
||||||||
CORRECTIVE DISTRIBUTION PAYABLE |
203,053 | 289,098 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE |
$ | 358,919,010 | $ | 447,055,510 | ||||
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR
FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS |
359,767 | (177,510 | ) | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 359,278,777 | $ | 446,878,000 | ||||
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Investment income |
$ | 15,943,502 | ||
Contributions: |
||||
Employer |
29,186,567 | |||
Participants |
38,016,214 | |||
Rollovers |
21,189,753 | |||
Total additions |
104,336,036 | |||
DEDUCTIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Net depreciation in value of investments |
160,781,002 | |||
Benefits paid to participants |
30,927,959 | |||
Corrective distributions |
203,053 | |||
Administrative expenses |
23,245 | |||
Total deductions |
191,935,259 | |||
NET DECREASE |
(87,599,223 | ) | ||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
446,878,000 | |||
End of year |
$ | 359,278,777 | ||
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1. | DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM | |
The following describes the major provisions of the Chicago Bridge & Iron Savings Plan (the Plan) and provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions. | ||
GeneralThe Plan is a defined contribution plan in which certain employees of Chicago Bridge & Iron Company (CB&I) and certain related companies (collectively, the Company) are eligible to participate immediately upon hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
Participant and Company ContributionsThe Plan is a combination employee 401(k) voluntary salary deferral (with discretionary Company 401(k) matching contributions) and annual Company contribution plan. | ||
Participant and Matching Contributions Participants may contribute amounts on a pretax deferred basis from a minimum of 1% to a maximum of 75% of compensation subject to the dollar limits set by the Internal Revenue Service (the IRS), or lower percentage limits set by the Company in advance of a given Plan year. Participants may elect to change their contribution percentages at any time in advance of the next payroll period. | ||
The Company may elect, at its sole discretion, to match some portion of the participants contributions. For the 2008 plan year, the Company elected to match the participants contributions dollar-for-dollar up to 3% of compensation, with the exception of union participants, whose contribution match from the Company is determined by their negotiated union contract. | ||
Annual Company Contribution The Company may, at its sole discretion, contribute from 5% to 12% of annual pay (including overtime and incentive compensation) depending on Company performance and the IRS limits on compensation deferrals. The Company annual contribution is allocated to each eligible participant following the end of the Plan year for which the contribution is made. Except as noted below, eligible participants for the Company contribution include individuals that: (i) worked a minimum of 1,000 hours for the Company during the Plan year (except in the case of death, disability, retirement, or a reduction-in-force termination, where the service requirement is waived), and (ii) were employed with the Company as of the last day of the Plan year (except in the case of death, disability, retirement, a reduction-in-force termination, or a temporary lay-off, where the service requirement is waived), and excludes any union employees. | ||
For 2008, the annual Company contribution percentage for the Plan was 5% and amounted to $17,988,848, net of forfeitures of approximately $3,569,244. | ||
Further, effective November 16, 2007, CB&I acquired all of the outstanding shares of the Lummus Global (Lummus) business from Asea Brown Boveri Ltd. (ABB) and certain of its affiliates. |
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Former participants of the ABB Prism 401(k) and ABB Cash Balance Plans were permitted to rollover their balances into the Plan as of January 1, 2008. | ||
Participant AccountsIndividual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, Company annual and matching contributions, and investment earnings or losses. Allocations are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | ||
Investment OptionsParticipants may direct the investment of their account balances into any or all of a number of investment options offered by the Plan, which include mutual funds investing in equities (including the Trade Link investment account investing in mutual funds beyond the Trustees family of funds), a Company stock fund (which invests in the common stock of Chicago Bridge & Iron Company N.V., CB&Is parent), common collective trust funds and short-term investments. Participants may transfer account balances among investment options; however, interfund transfers to the Company stock fund from other investment options are not permissible under the Plan. | ||
VestingCompany 401(k) matching contributions vest 100% after three years of service. The annual Company contributions for Plan years through 2006 vest 100% after five years of service with the Company, while annual Company contributions for subsequent Plan years vest 100% after three years of service with the Company. Participants who reach age 65 or who terminate their participation in the Plan due to retirement, disability, death or work force reduction are granted full vesting in Company contributions. | ||
Participant LoansParticipants may borrow up to the lesser of 50% of their vested account balance or $50,000, with a minimum loan amount of $1,000. No more than one loan may be outstanding from a participants account at any time. Loans are secured by the balance in the participants account, bear interest at the prime rate plus 1% and are repayable over a period not to exceed five years, except for principal residence loans, which are repayable over a period not to exceed fifteen years. Any amount borrowed is deducted pro rata from the funds in which the participants account is invested. Repayments of principal and interest are credited to the funds in which the participants deferrals and Company contributions are invested. | ||
Payment of BenefitsUpon termination of employment, retirement, death, or disability, participants may receive a lump-sum payment of their account balance, subject to the vesting provisions described above. The Plan also allows in-service withdrawals and withdrawals for financial hardship. Other payment forms are available to certain participants for accounts existing prior to January 1, 1997. | ||
ForfeituresForfeited accounts, representing the unvested portion of Company contributions, are used to reduce future Company contributions. | ||
2. | SUMMARY OF ACCOUNTING POLICIES | |
Basis of AccountingThe accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Benefit payments to participants are recorded upon distribution. | ||
Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedule. Actual results could differ from those estimates. | ||
Administrative ExpensesCertain administrative expenses are paid by the Company. |
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Investment Valuation and Income Recognition Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS No. 157) defines fair value, establishes a framework for measuring fair value, and enhances disclosures regarding fair value measurements. SFAS No. 157 provides a consistent definition of fair value that focuses on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. The standard also establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Effective January 1, 2008, the Plan adopted this standard and adoption did not have a material impact on the Plans financial statements. | ||
Valuation Hierarchy The three levels of the valuation hierarchy under SFAS No. 157 are defined as follows: |
| Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
| Level 2 inputs to the valuation methodology include other than quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly. | ||
| Level 3 inputs to the valuation methodology are unobservable inputs where there is little or no market activity for the asset or liability and entity-specific estimates and assumptions are required. |
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||
The following is a description of the valuation methodologies used for the Plans instruments measured at fair value, including the general classification of such instruments pursuant to the aforementioned valuation hierarchy: |
| Common Stock The fair value is based on a quoted market price in an active market on the last day of the Plan year and is therefore classified within level 1 of the valuation hierarchy. | ||
| Mutual Funds The fair values are based on quoted prices in an active market on the last day of the Plan year and are therefore classified within level 1 of the valuation hierarchy. | ||
| Common Collective Trust Funds |
o | Stable Value Fund The Stable Value Fund is recorded at fair value and classified within level 2 of the valuation hierarchy. This fund is a fully benefit-responsive investment, and as required, an adjustment is made to reflect this investment at contract value, which represents cost plus accrued income less redemptions. The fair value of the guaranteed investment contracts is provided by the fund administrator and is generally determined by discounting the scheduled future payments required under the contract. The fair value of wrap contracts reflects the discounted present value of the difference between the current wrap contract cost and its replacement cost, based on issuer quotes. For assets other than investment contracts, including securities underlying synthetic investment contracts, fair value generally is reflected by market value at close of business on the valuation date. |
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o | Equity Index Trust Fund The Net Asset Value (NAV), provided by the fund administrator, is classified within level 2 of the valuation hierarchy because the NAVs unit price is quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market. |
| Participant Loans and Short-Term Investments These are valued at cost, which approximates fair value, and are classified within level 3 of the valuation hierarchy. |
For additional disclosures associated with fair value under SFAS No. 157, see Note 4 to the financial statements. | ||
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. | ||
3. | INVESTMENTS | |
The following presents investments that represent 5% or more of the Plans net assets at December 31, 2008 and 2007 (at fair value unless otherwise noted): |
2008 | 2007 | |||||||
T. Rowe Price Summit Cash Reserves Fund |
$ | 45,101,302 | $ | 36,429,082 | ||||
T. Rowe Price Stable Value Fund, at contract value * |
38,738,247 | 29,856,368 | ||||||
T. Rowe Price Balanced Fund |
34,296,535 | 47,716,658 | ||||||
T. Rowe Price Blue Chip Growth Fund |
31,902,389 | 55,357,250 | ||||||
T. Rowe Price Equity Income Fund |
30,915,525 | 49,429,483 | ||||||
T. Rowe Price Spectrum Income Fund |
24,049,297 | 23,632,191 | ||||||
American Europacific Growth Fund |
20,676,174 | 33,650,017 | ||||||
T. Rowe Price Small Cap Value Fund |
17,699,145 | ** | 24,015,264 | |||||
T. Rowe Price New Horizons Fund |
16,898,153 | ** | 27,269,883 | |||||
T. Rowe Price Equity Index Trust Fund |
16,202,324 | ** | 24,810,109 | |||||
Chicago Bridge & Iron Company N.V. Common Stock |
6,193,102 | ** | 31,854,268 |
* | The fair value of this fully benefit-responsive investment totaled $38,378,480 and $30,033,878 at December 31, 2008 and 2007, respectively. | |
** | Investment does not represent 5% or more of the Plans net assets available for benefits as of December 31, 2008. |
During 2008, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows: |
Mutual funds |
$ | (124,241,990 | ) | |
Common stock |
(27,130,628 | ) | ||
Common collective trust funds |
(9,408,384 | ) | ||
Total |
$ | (160,781,002 | ) | |
Risks and UncertaintiesThe Plan provides for investments in various securities, which in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. During 2008, turmoil in the worldwide financial markets caused a significant decrease in the total value of Plan investments. Due to the level of risk associated with certain investment securities, it is reasonably possible that additional changes in the values of investment securities will occur in the near term and |
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that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances. | ||
4. | FAIR VALUE OF INVESTMENTS | |
The following table presents the Plans financial instruments carried at fair value as of December 31, 2008, by the SFAS No. 157 hierarchy (as described in Note 2 above): |
Quoted Market Prices | Significant | Significant | Total Fair | |||||||||||||
in Active Markets | Observable Inputs | Unobservable Inputs | Value in the | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | Statement of Net Assets | |||||||||||||
Common Stock |
$ | 6,193,102 | $ | | $ | | $ | 6,193,102 | ||||||||
Mutual Funds |
272,241,260 | | | 272,241,260 | ||||||||||||
Common Collective Trust Funds: |
||||||||||||||||
Stable Value Fund |
| 38,378,480 | | 38,378,480 | ||||||||||||
Equity Index Trust Fund |
| 16,202,324 | | 16,202,324 | ||||||||||||
Participant Loans and Short-Term |
||||||||||||||||
Investments |
| | 7,847,600 | 7,847,600 | ||||||||||||
Total Investments |
$ | 278,434,362 | $ | 54,580,804 | $ | 7,847,600 | $ | 340,862,766 | ||||||||
The following table presents a summary of changes in the fair value of the Plans Level 3 financial instruments for the year ended December 31, 2008: |
Sales, Issuances, | ||||||||||||
Beginning | Maturities, Settlements | Ending | ||||||||||
Fair Value | and Calls, Net | Fair Value | ||||||||||
Participant Loans |
$ | 6,938,872 | $ | 908,728 | $ | 7,847,600 | ||||||
Short-Term Investments |
116,399 | (116,399 | ) | | ||||||||
Total |
$ | 7,055,271 | $ | 792,329 | $ | 7,847,600 | ||||||
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5. | RECONCILIATION OF THE FINANCIAL STATEMENTS TO THE FORM 5500 | |
As previously discussed in Note 2, fully benefit-responsive investment contracts are required to be valued at contract value on the statement of net assets available for benefits, whereas the Form 5500 requires all investments to be valued at fair value. The following is a reconciliation of net assets available for benefits and the change in net assets available for benefits per the financial statements to the Form 5500: |
December 31, | ||||||||
Net Assets Available for Benefits | 2008 | 2007 | ||||||
Net assets available for benefits per the financial statements |
$ | 359,278,777 | $ | 446,878,000 | ||||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
(359,767 | ) | 177,510 | |||||
Net assets available for benefits per the Form 5500 |
$ | 358,919,010 | $ | 447,055,510 | ||||
Year Ended | ||||
December 31, | ||||
Change in Net Assets Available for Benefits | 2008 | |||
Net decrease in assets available for benefits per the financial statements |
$ | (87,599,223 | ) | |
Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts |
(359,767 | ) | ||
Prior year adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
(177,510 | ) | ||
Net decrease in assets available for benefits per the Form 5500 |
$ | (88,136,500 | ) | |
6. | PLAN TERMINATION | |
Although it has not expressed any intent 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. In the event of Plan termination, participants will become 100% vested in their accounts. | ||
7. | TAX STATUS | |
The Plan received a determination letter from the IRS dated February 13, 2009, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code and, therefore, the related trust is exempt from taxation. | ||
8. | PARTY-IN-INTEREST TRANSACTIONS | |
Certain investments of the Plan are managed by T. Rowe Price, the trustee of the Plan, and therefore, all transactions involving these investments qualify as party-in-interest transactions. The Plan also invests in shares of the Companys common stock and all transactions involving Company stock also qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules. |
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(a) | (b) Identity of Issuer, Borrower, | (c) Description of Investment | (d) Fair | |||||
Lessor or Similar Party | (including maturity date, | Value | ||||||
rate of interest, collateral, | ||||||||
par or maturity value) | ||||||||
Mutual Funds: |
||||||||
* | T. Rowe Price | Summit Cash Reserves Fund |
$ | 45,101,302 | ||||
* | T. Rowe Price | Balanced Fund |
34,296,535 | |||||
* | T. Rowe Price | Blue Chip Growth Fund |
31,902,389 | |||||
* | T. Rowe Price | Equity Income Fund |
30,915,525 | |||||
* | T. Rowe Price | Spectrum Income Fund |
24,049,297 | |||||
* | T. Rowe Price | Small Cap Value Fund |
17,699,145 | |||||
* | T. Rowe Price | New Horizons Fund |
16,898,153 | |||||
* | T. Rowe Price | Capital Appreciation Fund |
9,201,801 | |||||
* | T. Rowe Price | Spectrum Growth Fund |
9,027,667 | |||||
* | T. Rowe Price | Retirement 2020 Fund |
7,254,062 | |||||
* | T. Rowe Price | Retirement 2015 Fund |
5,105,694 | |||||
* | T. Rowe Price | Retirement 2010 Fund |
4,599,135 | |||||
* | T. Rowe Price | Retirement 2025 Fund |
4,080,769 | |||||
* | T. Rowe Price | Retirement 2030 Fund |
3,821,588 | |||||
* | T. Rowe Price | Retirement 2035 Fund |
1,747,740 | |||||
* | T. Rowe Price | Retirement Income Fund |
1,484,566 | |||||
* | T. Rowe Price | Retirement 2040 Fund |
1,345,913 | |||||
* | T. Rowe Price | Retirement 2045 Fund |
951,383 | |||||
* | T. Rowe Price | Retirement 2005 Fund |
731,274 | |||||
* | T. Rowe Price | Retirement 2050 Fund |
623,019 | |||||
* | T. Rowe Price | Trade Link Investments Account |
536,972 | |||||
* | T. Rowe Price | Retirement 2055 Fund |
191,157 | |||||
American Funds | Europacific Growth Fund |
20,676,174 | ||||||
$ | 272,241,260 | |||||||
Common Collective Trust Funds: |
||||||||
* | T. Rowe Price | Stable Value Fund |
38,378,480 | |||||
* | T. Rowe Price | Equity Index Trust Fund |
16,202,324 | |||||
$ | 54,580,804 | |||||||
* | Chicago Bridge & Iron Company N. V. | Common Stock |
6,193,102 | |||||
* | Participant loans | Varying maturities and interest rates
ranging from 5.0% to 10.5% |
7,847,600 | |||||
TOTAL | $ | 340,862,766 | ||||||
* | Represents a party-in-interest to the Plan. |
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By: /s/ Stephen H. Dimlich, Jr.
|
||||
Vice President, Corporate Human Resources of Chicago Bridge & Iron Company | ||||
By: /s/ Westley S. Stockton
|
||||
Vice President, Corporate Controller and Chief Accounting Officer of Chicago Bridge & Iron Company |
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Exhibit Number | Description | |
23.1
|
Consent of Calvetti, Ferguson & Wagner, P.C. | |
23.2
|
Consent of Ernst & Young L.L.P. |
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