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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SUPPLEMENTAL SCHEDULE: |
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Consent of Ernst & Young LLP | ||||||||
Consent of Pannell Kerr Forster of Texas, P.C. |
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2005 | 2004 | |||||||
ASSETS |
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CASH AND CASH EQUIVALENTS |
$ | | $ | 984 | ||||
INVESTMENTS |
326,955,407 | 301,808,979 | ||||||
EMPLOYER CONTRIBUTION RECEIVABLE |
11,081,320 | 9,069,933 | ||||||
TOTAL ASSETS |
$ | 338,036,727 | $ | 310,879,896 | ||||
LIABILITIES |
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CORRECTIVE DISTRIBUTIONS PAYABLE |
484,010 | | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 337,552,717 | $ | 310,879,896 | ||||
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Investment income |
$ | 10,972,668 | ||
Net appreciation in fair value of investments |
10,619,776 | |||
Contributions: |
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Employer |
15,294,210 | |||
Participants |
15,332,586 | |||
Rollovers |
528,900 | |||
Other |
18,045 | |||
Total additions |
52,766,185 | |||
DEDUCTIONS TO NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
25,490,589 | |||
Corrective distributions |
587,536 | |||
Administrative expenses |
15,239 | |||
Total deductions |
26,093,364 | |||
NET INCREASE |
26,672,821 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
310,879,896 | |||
End of year |
$ | 337,552,717 | ||
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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 designated employees of Chicago Bridge & Iron Company and certain related companies (the Company) are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
T. Rowe Price Trust Company (the Trustee) serves as trustee. The record keeper for the Plan, under a contract with the Company, is T. Rowe Price Retirement Plan Services, Inc. (RPS). | ||
Participant and Company ContributionsThe Plan is a combination profit-sharing and 401(k) voluntary salary deferral plan. Except as noted below, the Company may, in its sole discretion, contribute from 5% to 12% of annual pay (including overtime and incentive compensation) depending on Company performance and the Internal Revenue Service (the IRS) limits on compensation. The Company contribution is allocated to each eligible participant following the end of the Plan year for which the contribution is made. Eligible participants 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 2005, the annual Company contribution percentage was 5% and amounted to $11,161,131 to the participants. For participants employed by Morse Construction Group who formerly participated in the Rock-Mo 401(k) Plan, which merged into the Plan during 2002, the Company made no annual discretionary contribution for the Plan year ended December 31, 2005. | ||
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 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, in its sole discretion, to match some portion of the participants contributions. For the 2005 plan year, the Company elected to match the participants contributions dollar-for-dollar up to 3% of compensation. | ||
Participant AccountsIndividual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, Company contributions, and allocation of 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 direct the investment of their account balances into any or all of a number of investment options 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 |
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stock fund (which invests in the common stock of Chicago Bridge & Iron Company, N.V.), common collective trusts and short term investments. |
VestingCompany matching contributions vest 100% after three years of service and the Companys annual contributions vest 100% after five years of service with the Company. Participants who terminate their participation in the Plan due to retirement, disability, death or work force reduction are granted full vesting in Company contributions. | ||
For participants formerly included in the CB&I Shop Employee 401(k) Plan, which merged into the Plan during 2002, Company matching contributions prior to 2002 vest over a five-year cliff-vesting schedule. Company contributions made in 2002 and 2003 vest over a three-year cliff-vesting schedule. Contributions made subsequent to 2003 vest in accordance with the preceding paragraph. | ||
Participant LoansParticipants may borrow up to the lesser of 50% of their vested account balances 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 participant account is invested. Repayments of principal and interest are credited to the funds in which the participants deferrals are invested. | ||
Payment of BenefitsUpon termination of employment, participants may receive a lump-sum payment of their account balances, subject to the vesting provisions described above. Other payment forms are available to certain participants for accounts existing prior to January 1, 1997. | ||
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 (GAAP). Benefit payments to participants are recorded upon distribution. | ||
Administrative ExpensesCertain administrative expenses are paid by the Company. | ||
Use of EstimatesThe preparation of financial statements in conformity with 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. | ||
Investment Valuation and Income RecognitionThe fair value of investments in mutual funds and common stock is based on quoted market prices on the last day of the Plan year. The fair value of the investments in the common collective trust funds is valued by the issuer based on the fair value of the underlying investments. Participant loans and short term investments are valued at cost, which approximates fair value. 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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3. | INVESTMENTS | |
The following presents investments that represent 5% or more of the Plans net assets at either December 31, 2005 or 2004: |
2005 | 2004 | |||||||
T. Rowe Price Blue Chip Growth Fund |
$ | 48,221,889 | $ | 47,933,660 | ||||
T. Rowe Price Equity Income Fund |
42,997,063 | 41,703,525 | ||||||
T. Rowe Price Balanced Fund |
40,648,075 | 38,953,796 | ||||||
T. Rowe Price New Horizons Fund |
27,094,708 | 22,993,050 | ||||||
T. Rowe Price Summit Cash Reserves Fund |
26,109,631 | 27,077,996 | ||||||
T. Rowe Price Stable Value Fund |
25,355,439 | 22,859,604 | ||||||
T. Rowe Price Equity Index Trust Fund |
24,167,287 | 25,452,853 | ||||||
T. Rowe Price Small Cap Value Fund |
23,341,535 | 19,563,256 | ||||||
T. Rowe Price Spectrum Income Fund |
18,021,525 | 17,787,649 | ||||||
American Europacific Growth Fund |
17,077,895 | 11,631,313 | * |
* | Investment does not represent 5% or more of the Plans net assets available for benefits for the applicable year-end date. |
During 2005, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: |
Mutual funds |
$ | 6,680,410 | ||
Common stock |
2,798,111 | |||
Common collective trust funds |
1,141,255 | |||
Total |
$ | 10,619,776 | ||
Risks and UncertaintiesThe Plan provides for investments in various investment 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. | ||
4. | 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. | ||
5. | TAX STATUS | |
The Plan has received a determination letter from the IRS dated May 21, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. 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. |
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(c) Description of Investment | ||||||||
(including maturity date, | ||||||||
(b) Identity of Issuer, Borrower, | rate of interest, collateral, par | (d) Current | ||||||
(a) | Lessor or Similar Party | or maturity value) | Value | |||||
Mutual funds: | ||||||||
* |
T. Rowe Price | Blue Chip Growth Fund |
$ | 48,221,889 | ||||
* |
T. Rowe Price | Equity Income Fund |
42,997,063 | |||||
* |
T. Rowe Price | Balanced Fund |
40,648,075 | |||||
* |
T. Rowe Price | New Horizons Fund |
27,094,708 | |||||
* |
T. Rowe Price | Summit Cash Reserves Fund |
26,109,631 | |||||
* |
T. Rowe Price | Small Cap Value Fund |
23,341,535 | |||||
* |
T. Rowe Price | Spectrum Income Fund |
18,021,525 | |||||
* |
T. Rowe Price | Spectrum Growth Fund |
9,235,174 | |||||
* |
T. Rowe Price | Capital Appreciation Fund |
4,183,938 | |||||
American | Europacific Growth Fund |
17,077,895 | ||||||
Common collective trust funds: | ||||||||
* |
T. Rowe Price | Stable Value Fund |
25,355,439 | |||||
* |
T. Rowe Price | Equity Index Trust Fund |
24,167,287 | |||||
* |
T. Rowe Price | Trade Link Investments Account | 504,228 | |||||
* |
Chicago Bridge & Iron Company N. V. | Common stock | 13,648,523 | |||||
* |
Participant loans | Interest rates5.00% to 10.5%, | ||||||
maturing
2006 to 2020 |
6,348,497 | |||||||
TOTAL |
$ | 326,955,407 | ||||||
* | Represents a party-in-interest to the Plan. |
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CHICAGO BRIDGE & IRON SAVINGS PLAN | ||||||
By: /s/ David P. Bordages
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Vice-President, Human Resources and Administration |
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By: /s/ Travis L. Stricker
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Corporate Controller and Chief | ||||||
Accounting Officer |
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