UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
| | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _____________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CHICAGO BRIDGE & IRON SAVINGS PLAN
c/o Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
B. Name and issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Chicago Bridge & Iron Company, N.V.
Polarisavenue 31
2132 JH Hoofdorp
The Netherlands
CHICAGO BRIDGE & IRON
SAVINGS PLAN
Financial Statements and Supplemental Schedules
As of December 31, 2001 and 2000
Together With Auditors' Report
Employer Identification Number 06-1477022
Plan Number 001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Chicago Bridge & Iron Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the CHICAGO BRIDGE & IRON SAVINGS PLAN as of December 31, 2001 and 2000, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2001. 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 auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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 as of
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the year ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and schedule of nonexempt transactions are presented for
the purpose of additional analysis and are not a required part of the basic
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. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Chicago, Illinois
May 30, 2002
CHICAGO BRIDGE & IRON
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
2001 2000
------------ ------------
ASSETS:
Investments (Note 3) $222,478,507 $192,286,296
Receivables-
Employer contribution 5,814,346 4,251,957
Assets from (Note 1)-
Howe-Baker Engineers, Inc. Employees'
Profit-Sharing 401(k) Plan -- 20,612,835
Matrix Engineering, Inc. Savings Plan -- 12,197,810
A&B Builders, Inc. Savings Plan -- 1,605,671
Callidus Technologies 401(k) Savings Plan -- 7,448,534
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $228,292,853 $238,403,103
============ ============
The accompanying notes to financial statements and
supplemental schedules are an integral part of
these statements.
CHICAGO BRIDGE & IRON
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
ADDITIONS:
Additions to net assets attributed to-
Investment income (loss)-
Net depreciation in fair value of investments (Note 3) $ (18,769,518)
Interest 355,767
Dividends 6,881,560
-------------
Total investment loss (11,532,191)
-------------
Contributions-
Participant 10,362,578
Rollovers 7,404,966
Employer 10,152,945
-------------
Total contributions 27,920,489
-------------
Total additions 16,388,298
-------------
DEDUCTIONS:
Deductions from net assets attributed to-
Benefits paid to participants 26,488,064
Administrative expenses (Note 4) 10,484
-------------
Total deductions 26,498,548
-------------
Net decrease (10,110,250)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 238,403,103
-------------
End of year $ 228,292,853
=============
The accompanying notes to financial statements
and supplemental schedules are an integral
part of this statement.
CHICAGO BRIDGE & IRON
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 2001 AND 2000
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
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 Plan's provisions.
GENERAL
The Plan is a defined contribution plan in which designated employees of
Chicago Bridge & Iron Company and certain of its wholly owned subsidiaries
(the "Company") are eligible to participate. The Plan is an amendment and
restatement, effective January 1, 1997, of the CBI 401(k) Pay Deferral
Plan, sponsored prior to that date by Chi Bridge Holdings, Inc., a former
affiliate of the Company. Effective January 1, 1997, that prior plan was
merged with the CBI Hourly Employees' Savings Plan, a plan covering
certain hourly paid employees of the Company (non mergered plans). This
plan was renamed and restated, and became sponsored by the Company. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Effective December 31, 2000, the following qualified defined contribution
pension plans, Howe-Baker Engineers, Inc. Employees' Profit-Sharing 401(k)
Plan, Matrix Engineering, Inc. Savings Plan, A&B Buildings, Inc. Savings
Plan and Callidus Technologies 401(k) Savings Plan ("Merged Plans"),
merged into this Plan.
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"). All of the investment options are
managed by T. Rowe Price Associates, Inc. ("Associates"), except for the
Stable Value Fund and the International Stock Fund. (See the notes below
on the Plan's investment options.) The Stable Value Fund, a common and
collective trust fund, is managed by the Trustee, an affiliate of
Associates. The International Stock Fund is managed by Rowe Price-Fleming
International, Inc., a joint venture between Associates and Robert Fleming
Holdings Ltd. of London.
As a result of the mergers, the Plan holds investments in three stock
funds, that are frozen and no future contributions are allowed.
PARTICIPANT AND COMPANY CONTRIBUTIONS
The Plan is a combination profit-sharing/401(k) voluntary salary deferral
plan. The Company automatically contributes 5% of considered compensation,
up to IRS limits on compensation, for each eligible participant following
the end of the Plan year for which the contribution is
-2-
made, or, for certain defined eligible hourly employees, $1.00 per hour
worked, contributed at the time of each payroll for such employees
throughout the year. Participants may contribute amounts on a pretax
deferred basis from a minimum of 1% to a maximum of 17% 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 contributes a dollar-for-dollar match of the participants'
annual 401(k) savings, up to the first 3% of the compensation that the
participant elects to contribute.
Effective with the addition of merged plans and for purposes of
contributions, the following apply:
- For participants who formerly participated in the Howe-Baker
Engineers, Inc. Employees' Profit-Sharing 401(k) Plan, the Company
shall make a nondiscretionary contribution of 1% of compensation;
shall make matching contributions of 15% of the first 6% of
compensation; and may make discretionary Company contributions as
determined each year.
- For participants who formerly participated in the Matrix
Engineering, Inc. Savings Plan or the A&B Builders, Inc. Savings
Plan, the Company shall make no nondiscretionary contribution; shall
make matching contributions of 30% of the first 6% of compensation;
and may make discretionary Company contributions as determined each
year.
- For participants who formerly participated in the Callidus
Technologies 401(k) Savings Plan, the Company shall make no
nondiscretionary contribution; shall make matching contributions of
100% of the first 4% of compensation; and may make discretionary
Company contributions as determined each year.
INVESTMENT OPTIONS
The Plan is participant directed and offers 14 different investment
options: 12 mutual funds including the Trade Link investment account
investing in mutual funds beyond the Trustee's family of funds. 1 common
stock fund, 1 stable value fund.
VESTING
NONMERGED PORTION OF THE PLAN
Participants' interest in their accounts are fully vested at all times
with regard to their voluntary deferrals, Company matching contributions
and the Company contribution of $1.00 per hour for those affected hourly
employees. Participants' interest in the Company's 5% annual contributions
vest 100% after five years of service with the Company, which includes
service prior to January 1, 1997. Participants who terminate their
participation in the Plan due to retirement, disability, death or work
force reduction are granted full vesting in Company contributions.
Earnings on contributions vest according to the related contribution
schedule.
MERGED PORTION OF THE PLAN
All matching contributions and all nondiscretionary and discretionary
Company contributions made to the Plan after December 31, 2000, shall be
100% vested upon a participant attaining five years of service. For this
purpose, all service of participants prior to December 31, 2000, shall be
credited under the Plan.
-3-
PARTICIPANT LOANS
Participants may borrow up to 50% of their vested account balance, up to
$50,000, with a minimum loan amount of $1,000, from the vested portion of
their accounts. No more than one loan may be outstanding from a
participant's account at any time. Loans bear interest at the prime rate
plus 1% and are repayable over a period not to exceed five years; fifteen
years for a principal residence loan. Any amount borrowed is deducted from
the participant's total account balance, pro rata from the other funds in
which the account is invested, and repayments of principal and interest
are credited accordingly when and as repaid in the funds in which the
participant's then-voluntary deferrals, if any, are being invested.
PAYMENT OF BENEFITS
Upon 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.
FORFEITURES
Forfeitures, representing the unvested portion of the Company's
contributions, were approximately $179,000 as of December 31, 2001.
Forfeitures of approximately $400,000 were used to reduce Company
contributions during 2001.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan were prepared on the
accrual basis of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are reported at fair values based on quoted market prices of
the underlying securities in which each fund invests.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date.
The Plan's interest in the T. Rowe Price Stable Value Fund, at December
31, 2001, is a Common & Collective Trust (CCT). The Plan owns shares in
this CCT, which in turn, holds shares in the underlying securities. The T.
Rowe Price Stable Value Fund holds investments in guaranteed investment
contracts. The investment contracts provide for benefit- responsive
withdrawals at contract value. The investments are valued at contract
value which represents invested principal plus accrued interest thereon.
The average yield for the CCT was
-4-
approximately 5.83% and 6.00% at December 31, 2001 and 2000,
respectively. The crediting interest rate for the CCT was approximately
5.44% and 6.11% at December 31, 2001 and 2000, respectively.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for benefits as
net depreciation in fair value of investments.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets:
DECEMBER 31
------------------------------
2001 2000
----------- -----------
T. Rowe Price Balanced Fund $37,540,450 $38,835,869
T. Rowe Price Blue Chip Growth Fund 39,927,376 39,177,352
T. Rowe Price Equity Income Fund 32,220,185 29,200,830
T. Rowe Price Equity Index 500 Fund 21,784,737 21,265,146
T. Rowe Price Prime Reserve Fund 24,867,360 12,516,146
T. Rowe Price Stable Value Fund 14,844,674 N/A
T. Rowe Price New Horizons Fund 15,158,195 N/A
=========== ===========
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $18,769,518 as follows:
Mutual funds $(19,896,501)
Common stock 1,126,983
------------
$(18,769,518)
============
The Plan provides for investments in common stock and mutual funds that,
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.
4. ADMINISTRATIVE EXPENSES
Investment management fees, trustee fees, agent fees and brokerage
commissions are paid by the Plan. Other outside professional and
administrative services are paid or provided by the Company.
-5-
5. RELATED-PARTY TRANSACTIONS
The Trustee is a party-in-interest according to Section 3(14) of ERISA.
The Trustee serves as Plan fiduciary, investment manager and custodian to
the Plan. As defined by ERISA, any person or organization which provides
these services to the Plan is a related party-in-interest. In 2001, fees
paid to the Trustee were $2,000.
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
regardless of the period of service.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 14, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (the
"Code"). The Plan was amended and restated subsequent to receiving the
determination letter. However, the Plan administrator and tax counsel
believe the Plan to be a qualified plan under Section 401(a) of the Code,
and the related trust to be exempt from federal income tax under Section
501(a) of the Code. The plan administrator filed for a new determination
letter with the Internal Revenue Service during 2001.
8. NONEXEMPT TRANSACTIONS
During the plan year ended December 31, 2001, there were seven deemed
loans made to the Company when the employee 401(k) contributions were not
remitted to the Plan on a timely basis. The Company remitted the
contribution to the Plan and intends to repay the Plan for the interest
incurred on the loan in 2002. The interest was calculated using the
highest rate earned by the plan assets until loan and principal were
resolved to the plan.
SCHEDULE
CHICAGO BRIDGE & IRON SAVINGS PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2001
(EMPLOYER IDENTIFICATION NUMBER 06-1477022, PLAN NUMBER 001)
IDENTITY OF ISSUER, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
---------------------------------------- --------------------------------- ----------------
Mutual funds-
*T. Rowe Price Spectrum Income Fund $ 7,717,020
*T. Rowe Price Balanced Fund 37,540,450
*T. Rowe Price Blue Chip Growth Fund 39,927,376
*T. Rowe Price Equity Income Fund 32,220,185
*T. Rowe Price Equity Index 500 Fund 21,784,737
*T. Rowe Price Prime Reserve Fund 24,867,360
*T. Rowe Price International Stock Fund 7,146,334
*T. Rowe Price Spectrum Growth Fund 4,973,121
*T. Rowe Price New Horizons Fund 15,158,195
*T. Rowe Price Janus Fund 3,603,047
*T. Rowe Price Small Cap Value Fund 4,027,404
*T. Rowe Price Stable Value Fund 14,844,674
*T. Rowe Price Trade Link Investments Account 281,698
ChemFirst Inc. Common stock 627,198
Placer Dome Inc. Common stock 74,059
Mississippi Chemical Corp. Common stock 5,002
*Chicago Bridge & Iron Company N. V. Common stock 3,282,070
*Participant loans Interest rates--7.75% to 11.5% 4,398,577
------------
Total $222,478,507
============
*Represents a party in interest.
The accompanying notes to financial statements
and supplemental schedules are an integral
part of this schedule.
SCHEDULE II
CHICAGO BRIDGE & IRON SAVINGS PLAN
SCHEDULE H, PART IV, LINE 4D -- SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(EMPLOYER IDENTIFICATION NUMBER 95-2673173, PLAN NUMBER 003)
RELATIONSHIP OF
PLAN, EMPLOYER DESCRIPTION OF TRANSACTION, INCLUDING (i)INTEREST
OR OTHER MATURITY DATE, RATE OF INTEREST, (d) AMOUNT INCURRED
IDENTITY OF PARTY INVOLVED PARTY IN INTEREST COLLATERAL, PAR OR MATURITY VALUE LOANED ON LOAN
----------------------------- ----------------- -------------------------------------------------- ----------- ------------
Chicago Bridge & Plan sponsor Lending of monies from the Plan to the Plan
Iron Company sponsor (contributions not remitted to the
Plan on time) and interest on the loan as follows:
Deemed loan occurred April 21, 2001, matured
May 2, 2001 for $22,718, with interest
at various rates. $22,718 $263
======= ====
Deemed loan occurred June 22, 2001, matured
June 29, 2001 for $22,950, with
interest at various rates. $22,950 $170
======= ====
Deemed loan occurred July 21, 2001, matured
August 14, 2001 for $22,768,
with interest at various rates. $22,768 $510
======= ====
Deemed loan occurred September 22, 2001,
matured on September 28, 2001 for
$23,198, with interest at various rates. $23,198 $141
======= ====
Deemed loan occurred September 22, 2001,
matured on September 28, 2001 for $ 23,792,
with interest at various rates. $23,792 $144
======= ====
Deemed loan occurred October 20, 2001,
matured October 26, 2001 for $23,913,
with interest at various rates. $23,913 $142
======= ====
Deemed loan occurred November 22, 2001,
matured December 12, 2001 for $23,315,
with interest at various rates. $23,315 $401
======= ====
The accompanying notes are an integral part of this schedule.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated May 30, 2002, included in this Form 11-K, into Chicago Bridge &
Iron Company's previously filed Registration Statement File No. 001-12815.
Chicago, Illinois
May 30, 2002
SIGNATURE
The Plan, Pursuant to the requirements of the Securities Exchange Act of
1934, the plan administrator has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: May 30, 2002
CHICAGO BRIDGE & IRON SAVINGS PLAN
By: /s/ Robert G. Douglass
-------------------------------------
Robert G. Douglass
Manager, Employee Benefits Plan