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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FINANCIAL STATEMENTS: |
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3 | ||||||||
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Exhibit 23.1 |
1
2009 | 2008 | |||||||
ASSETS |
||||||||
CASH AND CASH EQUIVALENTS |
$ | 8,980 | $ | | ||||
INVESTMENTS, AT FAIR VALUE |
460,349,895 | 340,862,766 | ||||||
EMPLOYER CONTRIBUTION RECEIVABLE |
22,915,822 | 18,259,297 | ||||||
TOTAL ASSETS |
$ | 483,274,697 | $ | 359,122,063 | ||||
LIABILITIES |
||||||||
CORRECTIVE DISTRIBUTION PAYABLE |
908,371 | 203,053 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE |
$ | 482,366,326 | $ | 358,919,010 | ||||
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE
FOR FULLY BENEFIT-RESPONSIVE INVESTMENT
CONTRACTS |
(1,327,248 | ) | 359,767 | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 481,039,078 | $ | 359,278,777 | ||||
2
ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Net appreciation in value of investments |
$ | 86,570,733 | ||
Investment income |
7,771,356 | |||
Contributions: |
||||
Employer |
32,926,174 | |||
Participants |
29,513,810 | |||
Rollovers |
466,629 | |||
Total additions |
157,248,702 | |||
DEDUCTIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Benefits paid to participants |
34,533,620 | |||
Corrective distributions |
908,371 | |||
Administrative expenses |
46,410 | |||
Total deductions |
35,488,401 | |||
NET INCREASE |
121,760,301 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
359,278,777 | |||
End of year |
$ | 481,039,078 | ||
3
1. | DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM |
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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. |
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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). |
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T. Rowe Price Trust Company (the Trustee) and T. Rowe Price Retirement Plan Services, Inc.
serve as trustee and record keeper, respectively, for the Plan. |
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Participant and Company ContributionsThe Plans contributions are provided from a
combination of employee 401(k) voluntary salary deferrals (with discretionary Company 401(k)
matching contributions) and annual discretionary Company contributions. |
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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 lower of
dollar limits set by the Internal Revenue Service (the IRS) or percentage limits set by the
Company in advance of a given Plan year. Participants may elect to change their contribution
percentages at any time. |
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The Company may elect, at its sole discretion, to match some portion of the participants
contributions. For the 2009 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. |
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Annual Company Contribution The Company may elect, at its sole discretion, to contribute
from 5% to 12% of annual participant pay (including overtime and incentive compensation),
depending on Company performance and the IRS limits on compensation deferrals. The annual
Company contribution is allocated to each eligible participant following the end of the Plan
year for which the contribution was made. Eligible participants for the annual 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). Union employees are not eligible for the annual Company
contribution. |
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For 2009, the annual discretionary Company contribution percentage for the Plan was 6% of
eligible pay and amounted to $22,737,549, net of forfeitures of approximately $1,737,575. |
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Participant AccountsIndividual accounts are maintained for each Plan participant. Participant
contributions and Company match and annual contributions are allocated to investments within
each participant account based upon participant directed percentages. Investment earnings of
funds are allocated to participant accounts based upon the participants relative percentage
ownership of the total fund. The benefit to which a participant is entitled is the benefit that
can be provided from the participants vested account. |
4
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: (i) mutual funds
investing in equities (including certain mutual funds beyond the Trustees family of funds),
(ii) a Company stock fund (which invests in the common stock of Chicago Bridge & Iron Company
N.V., CB&Is parent), and (iii) common collective trust funds. 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. |
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Effective May 14, 2010, participants were able to invest in the Vanguard Total Bond Market
Index Fund. This fund is intended to track the performance of the Barclays Capital U.S.
Aggregate Bond Index by holding a broadly diversified collection of securities that, in the
aggregate, approximate the full index in terms of key risk factors and other characteristics. |
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VestingCompany 401(k) matching contributions vest 100% after three years of service with the
Company. 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 death, disability, retirement, or a
reduction-in-force termination, are granted full vesting in Company contributions. |
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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. Any amount borrowed is deducted pro rata
from the funds in which the participants account is invested. Loans bear interest based on a
fixed rate initially determined based on the Wall Street Journal published prime rate plus a
margin of 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. Repayments of
principal and interest are credited to the funds in which the participants deferrals and
Company contributions are invested. |
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Payment of BenefitsUpon death, disability, retirement, or termination of employment,
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. |
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ForfeituresForfeited accounts, representing the unvested portion of Company contributions, are
used to reduce future Company contributions to eligible participant accounts. |
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2. | SUMMARY OF ACCOUNTING POLICIES |
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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. |
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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. |
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Investment Valuation and Income RecognitionThe categorization of the Plans financial
instruments within the valuation hierarchy provided in Note 4 is based upon the lowest level of
input that is significant to the fair value measurement. Investments that are valued using
quoted prices are classified within level 1 of the valuation hierarchy, assets that are valued
using internally-developed models that use, as their basis, readily observable market
parameters, are classified within level 2 of the valuation hierarchy, and assets that are
valued based upon models with significant unobservable market parameters are classified within
level 3 of the valuation hierarchy. |
5
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 and 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. |
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| Common Collective Trust Funds |
| 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. |
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The fund is comprised of guaranteed investment contracts, wrap contracts and
various other contracts. 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 the
close of business on the valuation date. |
|||
| Equity Index Trust Fund The Net Asset Value (NAV), provided
by the fund administrator, is classified within level 2 of the valuation
hierarchy as 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 These are valued at cost, which approximates fair value, and are
classified within level 3 of the valuation hierarchy. |
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. |
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Subsequent EventsThe Plan evaluated all events and transactions that occurred through June 14,
2010, the date these financial statements were issued. |
6
3. | INVESTMENTS |
|
The following presents investments that represent 5% or more of the Plans net assets at
December 31, 2009 and 2008 (at fair value unless otherwise noted): |
2009 | 2008 | |||||||
T. Rowe Price Blue Chip Growth Fund |
$ | 46,094,778 | $ | 31,902,389 | ||||
T. Rowe Price Summit Cash Reserves Fund |
44,959,505 | 45,101,302 | ||||||
T. Rowe Price Balanced Fund |
43,028,688 | 34,296,535 | ||||||
T. Rowe Price Stable Value Fund (at contract value) (1) |
42,870,535 | 38,738,247 | ||||||
T. Rowe Price Equity Income Fund |
39,185,132 | 30,915,525 | ||||||
American Europacific Growth Fund |
31,027,701 | 20,676,174 | ||||||
T. Rowe Price Spectrum Income Fund |
28,722,349 | 24,049,297 | ||||||
T. Rowe Price New Horizons Fund (2) |
25,599,396 | 16,898,153 |
(1) | The fair value of this fully benefit-responsive investment totaled $44,197,783
and $38,378,480 at December 31, 2009 and 2008, respectively. |
|
(2) | Investment does not represent 5% or more of the Plans net assets available
for benefits as of December 31, 2008. |
During 2009, the Plans investments (including gains and losses on investments bought, sold,
and/or held during the year) appreciated in value as follows: |
Mutual funds |
$ | 72,760,351 | ||
Common stock |
9,473,991 | |||
Common collective trust funds |
4,336,391 | |||
Total |
$ | 86,570,733 | ||
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. Due to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will occur in the near
term and that such changes could materially affect the amounts reported in the statements of
net assets available for benefits and participant account balances. |
7
4. | FAIR VALUE MEASUREMENTS |
|
The following table presents the Plans financial instruments carried at fair value as of
December 31, 2009 and 2008 by type of investment and by valuation hierarchy level: |
Total Fair | ||||||||||||||||
Quoted Market Prices | Significant | Significant | Value in the | |||||||||||||
in Active Markets | Observable Inputs | Unobservable Inputs | Statement of Net | |||||||||||||
December 31, 2009 | (Level 1) | (Level 2) | (Level 3) | Assets | ||||||||||||
Common Stock |
$ | 18,771,863 | $ | | $ | | $ | 18,771,863 | ||||||||
Mutual Funds |
368,543,299 | | | 368,543,299 | ||||||||||||
Common Collective Trust Funds: |
||||||||||||||||
Stable Value Fund |
| 44,197,783 | | 44,197,783 | ||||||||||||
Equity Index Trust Fund |
| 20,712,115 | | 20,712,115 | ||||||||||||
Participant Loans |
| | 8,124,835 | 8,124,835 | ||||||||||||
Total Investments at Fair Value |
$ | 387,315,162 | $ | 64,909,898 | $ | 8,124,835 | $ | 460,349,895 | ||||||||
Total Fair | ||||||||||||||||
Quoted Market Prices | Significant | Significant | Value in the | |||||||||||||
in Active Markets | Observable Inputs | Unobservable Inputs | Statement of Net | |||||||||||||
December 31, 2008 | (Level 1) | (Level 2) | (Level 3) | 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 |
| | 7,847,600 | 7,847,600 | ||||||||||||
Total Investments at
Fair Value |
$ | 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, 2009: |
December 31, 2008 |
$ | 7,847,600 | ||
Sales, Issuances, Maturities, Settlements and Calls, Net |
277,235 | |||
December 31, 2009 |
$ | 8,124,835 | ||
8
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 the financial statements to the Form 5500 for net assets available for
benefits and the change in net assets available for benefits: |
December 31, | ||||||||
Net Assets Available for Benefits | 2009 | 2008 | ||||||
Financial statement net assets available for benefits |
$ | 481,039,078 | $ | 359,278,777 | ||||
Adjustment from contract value to fair value for
fully benefit-responsive investment contracts |
1,327,248 | (359,767 | ) | |||||
Form 5500 net assets available for benefits |
$ | 482,366,326 | $ | 358,919,010 | ||||
Financial statement net increase in assets available for benefits |
$ | 121,760,301 | ||
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts: |
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Current year |
1,327,248 | |||
Prior year |
359,767 | |||
Form 5500 net increase in assets available for benefits |
$ | 123,447,316 | ||
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. |
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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. |
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8. | PARTY-IN-INTEREST TRANSACTIONS |
|
Certain investments of the Plan are managed by the Trustee, and therefore, all transactions
involving these investments qualify as party-in-interest transactions. The Plan also invests in
shares of common stock of CB&Is parent and all transactions involving shares of CB&Is parent also
qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited
transactions rules. |
9
(c) Description of Investment | ||||||||
including maturity date, |
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(b) Identity of Issuer, Borrower, | rate of interest, collateral, |
(e) Current | ||||||
(a) | Lessor or Similar Party |
par or maturity value |
Value | |||||
Mutual Funds: |
||||||||
* | T. Rowe Price |
Blue Chip Growth Fund |
$ | 46,094,778 | ||||
* | T. Rowe Price |
Summit Cash Reserves Fund |
44,959,505 | |||||
* | T. Rowe Price |
Balanced Fund |
43,028,688 | |||||
* | T. Rowe Price |
Equity Income Fund |
39,185,132 | |||||
* | T. Rowe Price |
Spectrum Income Fund |
28,722,349 | |||||
* | T. Rowe Price |
New Horizons Fund |
25,599,396 | |||||
* | T. Rowe Price |
Small Cap Value Fund |
22,331,836 | |||||
* | T. Rowe Price |
Capital Appreciation Fund |
14,038,900 | |||||
* | T. Rowe Price |
Spectrum Growth Fund |
13,608,622 | |||||
* | T. Rowe Price |
Retirement 2020 Fund |
12,506,643 | |||||
* | T. Rowe Price |
Retirement 2015 Fund |
9,330,811 | |||||
* | T. Rowe Price |
Retirement 2025 Fund |
8,523,942 | |||||
* | T. Rowe Price |
Retirement 2030 Fund |
6,935,267 | |||||
* | T. Rowe Price |
Retirement 2010 Fund |
6,158,115 | |||||
* | T. Rowe Price |
Retirement 2035 Fund |
4,163,619 | |||||
* | T. Rowe Price |
Retirement 2040 Fund |
3,221,707 | |||||
* | T. Rowe Price |
Retirement 2045 Fund |
2,481,219 | |||||
* | T. Rowe Price |
Retirement 2050 Fund |
2,273,149 | |||||
* | T. Rowe Price |
Retirement 2005 Fund |
1,322,318 | |||||
* | T. Rowe Price |
Retirement Income Fund |
1,227,731 | |||||
* | T. Rowe Price |
Trade Link Investments Account |
1,019,639 | |||||
* | T. Rowe Price |
Retirement 2055 Fund |
782,232 | |||||
American Funds |
Europacific Growth Fund |
31,027,701 | ||||||
$ | 368,543,299 | |||||||
Common Collective Trust Funds: |
||||||||
* | T. Rowe Price |
Stable Value Fund |
44,197,783 | |||||
* | T. Rowe Price |
Equity Index Trust Fund |
20,712,115 | |||||
$ | 64,909,898 | |||||||
* | Chicago Bridge & Iron Company N. V. |
Common Stock |
18,771,863 | |||||
* | Participant Loans |
Varying maturities and interest
rates
ranging from 4.25% to 10.5% |
8,124,835 | |||||
TOTAL | $ | 460,349,895 | ||||||
* | Represents a party-in-interest to the Plan. |
11
CHICAGO BRIDGE & IRON SAVINGS PLAN |
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By: | /s/ Stephen H. Dimlich, Jr. | |||
Stephen H. Dimlich, Jr. | ||||
Vice President, Corporate Human Resources of Chicago Bridge & Iron Company | ||||
By: | /s/ Westley S. Stockton | |||
Westley S. Stockton | ||||
Vice President, Corporate Controller and Chief Accounting Officer of Chicago Bridge & Iron Company |
12
Exhibit Number | Description | |||
23.1 | Consent of Calvetti, Ferguson & Wagner, P.C. |
13