Form 11-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
COMMISSION FILE NO. 1-12815
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
One CB&I Plaza
2103 Research Forest Drive
The Woodlands, TX 77380
B.  
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Chicago Bridge & Iron Company N.V.
Oostduinlaan 75
2596 JJ The Hague
The Netherlands
 
 

 

 


 

CHICAGO BRIDGE & IRON SAVINGS PLAN
TABLE OF CONTENTS
         
    Page  
 
       
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4-9  
 
       
       
 
       
    11  
 
       
    12  
 
       
 Exhibit 23.1

 

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Chicago Bridge & Iron Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Chicago Bridge & Iron Savings Plan (the “Plan”) as of December 31, 2010 and 2009 and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. 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 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 audit 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, 2010 and 2009 and the changes in net assets available for benefits for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Calvetti, Ferguson & Wagner, P.C.
Houston, Texas
June 27, 2011

 

 


Table of Contents

CHICAGO BRIDGE & IRON SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                 
    December 31,  
    2010     2009  
Assets
               
 
               
Cash
  $     $ 8,980  
 
               
Investments, at fair value
    539,132,800       452,225,060  
 
               
Employer contribution receivable
    19,962,027       22,915,822  
 
               
Notes receivable from participants
    9,008,360       8,124,835  
 
           
 
               
Total Assets
  $ 568,103,187     $ 483,274,697  
 
               
Liabilities
               
 
               
Corrective distribution payable
    197,053       908,371  
 
           
 
               
Net assets available for benefits, at fair value
  $ 567,906,134     $ 482,366,326  
 
           
 
               
Adjustment from fair value to contract value for fully benefit- responsive investment contracts
    (1,769,910 )     (1,327,248 )
 
           
 
               
Net assets available for benefits
  $ 566,136,224     $ 481,039,078  
 
           
The accompanying notes are an integral part of these financial statements.

 

- 2 -


Table of Contents

CHICAGO BRIDGE & IRON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
         
    Year Ended  
    December 31, 2010  
Additions to net assets attributed to:
       
Net appreciation in value of investments
  $ 59,998,909  
Investment income
    9,653,966  
Contributions:
       
Employer
    29,895,960  
Participants
    28,461,229  
Rollovers
    2,255,964  
 
     
 
       
Total additions
    130,266,028  
 
     
 
       
Deductions to net assets attributed to:
       
Distributions to participants
    44,892,040  
Corrective distributions
    197,053  
Administrative expenses
    79,789  
 
     
 
       
Total deductions
    45,168,882  
 
     
 
       
Net increase
    85,097,146  
 
       
Net Assets Available for Benefits:
       
Beginning of year
    481,039,078  
 
     
 
       
End of year
  $ 566,136,224  
 
     
The accompanying notes are an integral part of these financial statements.

 

- 3 -


Table of Contents

CHICAGO BRIDGE & IRON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
1. DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM
The following provides a summary of the major provisions of the Chicago Bridge & Iron Savings Plan (the “Plan”). 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 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”). 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.
Participant and Company Contributions—Contributions to the Plan are comprised of employee 401(k) voluntary salary deferrals, discretionary Company 401(k) matching contributions and discretionary annual Company contributions.
   
Participant and Company Matching Contributions—Participants may contribute amounts on a pre-tax 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.
 
     
The Company may elect, at its sole discretion, to match some portion of the participants’ contributions. For the 2010 plan year, the Company elected to match the participants’ contributions up to 3% of total cash compensation, with the exception of union participants, whose Company matching contribution is determined by their negotiated union contract.
 
   
Annual Company Contribution—The Company may elect, at its sole discretion, to contribute from 5% to 12% of annual participant total cash compensation (including overtime and incentive compensation), subject to 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. For 2010, the annual Company contribution percentage for the Plan was 6% of eligible compensation and amounted to $19,811,551, net of forfeitures of approximately $2,823,141.
Participant Accounts—Individual 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 participant’s relative percentage ownership of the total applicable fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

- 4 -


Table of Contents

Investment Options—Participants 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 and bonds (including certain mutual funds beyond the Trustee’s family of funds), (ii) a stock fund (which invests in the common stock of Chicago Bridge & Iron Company N.V., CB&I’s 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.
Vesting—Participant contributions and all earnings on those contributions are immediately 100% vested. Company 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.
Participant Loans—Participants 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 participant’s account at any time. Any amount borrowed is deducted pro rata from the funds in which the participant’s 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 participant’s deferrals and Company contributions are invested.
Payment of Benefits—Upon 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.
Forfeitures—Forfeited accounts, representing the unvested portion of Company contributions, are used to reduce future Company contributions to eligible participant accounts.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting—The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in conformity with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). Benefit payments to participants are recorded upon distribution.
Use of Estimates—The 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.
Investment Valuation and Income Recognition—The categorization of the Plan’s financial instruments within the valuation hierarchy (as 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 market prices are classified within level 1 of the valuation hierarchy and assets that are valued using internally-developed models that use readily observable market parameters (quoted market prices for similar assets and liabilities in active markets), are classified within level 2 of the valuation hierarchy. In some cases, assets may be valued based upon models with significant unobservable market parameters and would be classified within level 3 of the valuation hierarchy. The Plan did not have any level 3 classifications as of December 31, 2010 or 2009.

 

- 5 -


Table of Contents

The following is a description of the valuation methodologies used for the Plan’s instruments measured at fair value:
   
Common Stock and Mutual Funds—The fair values are based on quoted market prices on the last day of the Plan year and are therefore classified within level 1 of the valuation hierarchy (market approach).
 
   
Common Collective Trust Funds
   
Stable Value Fund—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 (income approach). 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 (cost approach). 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 (market approach). Therefore, the fund’s fair value is 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.
 
   
Equity Index Trust Fund—The Net Asset Value (“NAV”), provided by the fund administrator, is classified within level 2 of the valuation hierarchy. Although the NAV’s unit price is quoted on a private market that is not active, the unit price is based on underlying investments which are traded on an active market (market approach).
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.
New Accounting Standards— In the first quarter of 2010, certain disclosure provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2010-06 became effective. This standard clarified existing fair value requirements under the FASB Accounting Standards Codification’s (“ASC”) Fair Value Measurements and Disclosures Topic 820, including the level of disaggregation required for fair value disclosures and disclosure of the valuation techniques and inputs used in estimating level 2 and level 3 fair value measurements. The Plan’s adoption of this standard did not have a material impact on the Plan’s statement of net assets available for benefits.
In the fourth quarter of 2010, FASB ASU 2010-25 became effective for the Plan. This standard clarified existing fair value presentation under FASB ASC Topic 962, Plan Accounting — Defined Contribution Pension Plans. ASU 2010-25 requires participant loans to be classified as notes receivable from participants, segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest on the Statement of Net Assets Available for Benefits. In accordance with this standard, participant loans have been reclassified from their historical presentation as a component of investments, at fair value, to notes receivable from participants, at December 31, 2010 and 2009.
Subsequent Events—The Plan evaluated all events and transactions that occurred through June 27, 2011, the date these financial statements were issued.

 

- 6 -


Table of Contents

3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2010 or 2009 (at fair value unless otherwise noted):
                 
    December 31,  
    2010     2009  
 
               
T. Rowe Price Blue Chip Growth Fund
  $ 52,023,852     $ 46,094,778  
T. Rowe Price Stable Value Fund (at contract value) (1)
    47,198,131       42,870,535  
T. Rowe Price Balanced Fund
    47,014,232       43,028,688  
T. Rowe Price Summit Cash Reserves Fund
    43,420,847       44,959,505  
T. Rowe Price Equity Income Fund
    43,381,768       39,185,132  
T. Rowe Price New Horizons Fund
    35,157,334       25,599,396  
American Europacific Growth Fund
    34,276,323       31,027,701  
T. Rowe Price Spectrum Income Fund
    31,289,101       28,722,349  
Chicago Bridge & Iron Company N.V. Common Stock (2)
    29,948,365       18,771,863  
     
(1)  
The fair value of this fully benefit-responsive investment totaled $48,968,041 and $44,197,783 at December 31, 2010 and 2009, respectively.
 
(2)  
Investment does not represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2009.
During 2010, the Plan’s investments (including gains and losses on investments bought, sold, and/or held during the year) appreciated (depreciated) in value as follows:
         
    Year Ended  
    December 31, 2010  
Mutual funds
  $ 45,105,681  
Common stock
    11,800,988  
Common collective trust funds
    3,092,240  
 
     
 
Total
  $ 59,998,909  
 
     
Risks and Uncertainties—The Plan provides for investments in various securities, which are exposed to interest rate, credit, and/or overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the fair values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the value of investments reported in the statements of net assets available for benefits.

 

- 7 -


Table of Contents

4. FAIR VALUE MEASUREMENTS
The following table presents the Plan’s financial instruments carried at fair value as of December 31, 2010 and 2009, respectively, by investment type and valuation hierarchy level:
                                 
    December 31, 2010  
    Quoted Market     Significant     Significant     Total Fair Value  
    Prices in Active     Observable     Unobservable     in the Statement of  
    Markets (Level 1)     Inputs (Level 2)     Inputs (Level 3)     Net Assets  
Common Stock
  $ 29,948,365     $     $     $ 29,948,365  
Mutual Funds
    436,214,932                   436,214,932  
Common Collective Trust Funds:
                               
Stable Value Fund
          48,968,041             48,968,041  
Equity Index Trust Fund
          24,001,462             24,001,462  
 
                       
Total Investments at Fair Value
  $ 466,163,297     $ 72,969,503     $     $ 539,132,800  
 
                       
                                 
    December 31, 2009  
    Quoted Market     Significant     Significant     Total Fair Value  
    Prices in Active     Observable     Unobservable     in the Statement of  
    Markets (Level 1)     Inputs (Level 2)     Inputs (Level 3)     Net 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  
 
                       
Total Investments at Fair Value
  $ 387,315,162     $ 64,909,898     $     $ 452,225,060  
 
                       
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   2010     2009  
Net assets available for benefits — financial statement
  $ 566,136,224     $ 481,039,078  
Adjustment from contract value to fair value for fully benefit- responsive investment contracts
    1,769,910       1,327,248  
 
           
 
               
Net assets available for benefits — Form 5500
  $ 567,906,134     $ 482,366,326  
 
           

 

- 8 -


Table of Contents

         
    Year Ended  
    December 31,  
Change in Net Assets Available for Benefits   2010  
Net increase in assets available for benefits — financial statement
  $ 85,097,146  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts:
       
Current year
    1,769,910  
Prior year
    (1,327,248 )
 
     
 
Net increase in assets available for benefits — Form 5500
  $ 85,539,808  
 
     
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 (the “Code”) and, therefore, the related trust is exempt from taxation.
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 under the provisions of ERISA. The Plan also invests in shares of common stock of CB&I’s parent and all transactions involving shares of CB&I’s parent also qualify as party-in-interest transactions. All of these transactions are exempt from ERISA’s prohibited transactions rules.

 

- 9 -


Table of Contents

Supplemental Schedule

 

 


Table of Contents

CHICAGO BRIDGE & IRON SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2010
(Employer Identification Number 06-1477022, Plan Number 001)
                 
        (c) Description of Investment      
        including maturity date,      
    (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
  $ 52,023,852  
*  
T. Rowe Price
 
Balanced Fund
    47,014,232  
*  
T. Rowe Price
 
Summit Cash Reserves Fund
    43,420,847  
*  
T. Rowe Price
 
Equity Income Fund
    43,381,768  
*  
T. Rowe Price
 
New Horizons Fund
    35,157,334  
*  
T. Rowe Price
 
Spectrum Income Fund
    31,289,101  
*  
T. Rowe Price
 
Small Cap Value Fund
    28,092,554  
*  
T. Rowe Price
 
Capital Appreciation Fund
    17,846,701  
*  
T. Rowe Price
 
Retirement 2020 Fund
    17,384,411  
*  
T. Rowe Price
 
Spectrum Growth Fund
    16,526,671  
*  
T. Rowe Price
 
Retirement 2025 Fund
    12,254,035  
*  
T. Rowe Price
 
Retirement 2015 Fund
    12,246,960  
*  
T. Rowe Price
 
Retirement 2030 Fund
    8,719,858  
*  
T. Rowe Price
 
Retirement 2010 Fund
    8,158,196  
*  
T. Rowe Price
 
Retirement 2035 Fund
    5,684,273  
*  
T. Rowe Price
 
Retirement 2040 Fund
    4,977,467  
*  
T. Rowe Price
 
Retirement 2045 Fund
    4,007,876  
*  
T. Rowe Price
 
Retirement 2050 Fund
    3,726,227  
*  
T. Rowe Price
 
Retirement 2005 Fund
    1,756,173  
*  
T. Rowe Price
 
Retirement 2055 Fund
    1,717,005  
*  
T. Rowe Price
 
Trade Link Investments Account
    1,453,306  
*  
T. Rowe Price
 
Retirement Income Fund
    1,366,377  
   
American Funds
 
Europacific Growth Fund
    34,276,323  
   
Vanguard
 
Bond Market Index
    3,733,385  
       
 
     
       
 
  $ 436,214,932  
       
Common Collective Trust Funds:
       
*  
T. Rowe Price
 
Stable Value Fund
    48,968,041  
*  
T. Rowe Price
 
Equity Index Trust Fund
    24,001,462  
       
 
     
       
 
  $ 72,969,503  
       
 
       
*  
Chicago Bridge & Iron Company N. V.
 
Common Stock
    29,948,365  
       
 
     
    Total Investments at Fair Value  
 
  $ 539,132,800  
       
 
       
*  
Participant Loans
 
Varying maturities and interest rates ranging from 4.25% to 10.5%
    9,008,360  
       
 
     
       
 
       
    Total Assets Held at End of Year  
 
  $ 548,141,160  
       
 
     
       
 
       
*   Represents a party-in-interest to the Plan.  
 
       

 

- 11 -


Table of Contents

SIGNATURES
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: June 27, 2011
         
  CHICAGO BRIDGE & IRON SAVINGS PLAN
 
 
  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 -


Table of Contents

Exhibit Index
     
Exhibit Number   Description
 
   
23.1
  Consent of Calvetti, Ferguson & Wagner, P.C.