SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 UNITED STATES
FORM 11-K
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2004
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Or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______
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Commission
file number 1-7615
KIRBY
401(k) PLAN
Kirby
Corporation
55
Waugh
Drive, Suite 1000
Houston,
Texas 77007
Index
to Financial Statements and Supplemental Schedule
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Page
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1
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2
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3
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4
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Supplemental
Schedule
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9
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Schedules,
other than those listed above, are omitted because of the absence of the
conditions under which they are required.
Report
of
Independent Registered Public Accounting
Firm
Plan
Administrator
Kirby
401(k) Plan:
We
have
audited the accompanying statements of net assets available for plan benefits
(modified cash basis) of the Kirby 401(k) Plan (the Plan) as of
December 31, 2004 and 2003 and the related statements of changes in
net
assets available for plan benefits (modified cash basis) for the years then
ended. 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 the 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements and 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.
As
described in note 2, these financial statements and supplemental schedule
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than U.S. generally accepted accounting
principles.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for plan benefits of the Plan as
of
December 31, 2004 and 2003 and the changes in net assets available for
plan
benefits for the years then ended on the basis of accounting described in
note 2.
Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule H, line 4i
-
schedule of assets (held at end of year) (modified cash basis) as of
December 31, 2004 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 Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of
1974. The supplemental schedule is the responsibility of the Plan’s management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits 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.
KPMG
LLP
Houston,
Texas
June 17,
2005
Statements
of Net Assets Available for Plan Benefits
(Modified
Cash Basis)
December
31, 2004 and 2003
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2004
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2003
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||||||
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Assets:
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|||||||
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Investments
at fair value
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$
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66,011,933
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55,207,973
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||||
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Cash,
non-interest bearing
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—
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3,000
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|||||
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Accrued
income
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31,873
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4,457
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|||||
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Due
from broker for securities sold
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172,376
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24,073
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|||||
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Total
assets
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66,216,182
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55,239,503
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|||||
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Liabilities:
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|||||||
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Due
to broker for securities purchased
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76,244
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58,377
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|||||
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Net
assets available for plan benefits
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$
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66,139,938
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55,181,126
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||||
See
accompanying notes to financial statements.
Statements
of Changes in Net Assets Available for Plan Benefits
(Modified
Cash Basis)
Years
ended December 31, 2004 and 2003
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2004
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2003
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||||||
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Additions
to net assets attributed to:
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|||||||
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Contributions
from participants
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$
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5,478,290
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5,015,081
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||||
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Contributions
from employer
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2,148,964
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1,986,622
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|||||
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Rollover
contributions
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609,330
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524,054
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|||||
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Interest
and dividend income
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715,503
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602,198
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|||||
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Net
appreciation in fair value of investments
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6,131,401
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7,272,448
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|||||
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Total
additions
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15,083,488
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15,400,403
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|||||
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Deductions
from net assets attributed to:
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|||||||
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Benefits
paid to participants
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4,124,676
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4,999,347
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|||||
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Total
deductions
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4,124,676
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4,999,347
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|||||
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Net
increase
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10,958,812
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10,401,056
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|||||
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Net
assets available for plan benefits, beginning of year
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55,181,126
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44,780,070
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|||||
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Net
assets available for plan benefits, end of year
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$
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66,139,938
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55,181,126
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||||
See
accompanying notes to financial statements.
Notes
to
Financial Statements
(Modified
Cash Basis)
December
31, 2004 and 2003
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(1)
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Description
of the Plan
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(a)
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General
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The
Kirby
401(k) Plan (the Plan) is a defined contribution 401(k) plan for the benefit
of
employees of Kirby Corporation (the Company) and certain subsidiaries. Each
employee is eligible to join the Plan as of the first pay period following
completion of one year of service and the attainment of age 18. Employees
covered by collective bargaining agreements, the terms of which do not provide
for participation in the Plan, are not eligible. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA). Further information relating to the Plan’s provisions is available in
the Plan Document.
The
Hollywood Marine, Inc. (HMI) 401(k) Plan (HMI Plan) was merged into the Plan,
and all HMI balances were transferred to the Plan effective December 31,
1999. Commencing January 1, 2000, former HMI Plan participants are subject
to the same plan provisions as the Plan participants. In connection with the
plan merger, the Plan was amended on December 31, 1999 to include HMI
employees.
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(b)
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Plan
Administration
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The
general administration of the Plan is the responsibility of the Company (the
plan administrator). The plan administrator has broad powers regarding the
operation and administration of the Plan and receives no compensation for
service to the Plan. All administrative expenses, unless paid by the Company
at
its discretion, are paid by the Plan. During 2004 and 2003, all expenses were
paid by the Company. Wells Fargo Bank (Wells) is the trustee of the
Plan.
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(c)
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Contributions
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The
Plan
provides for basic employee pretax contributions to the Plan of up to 3% of
covered compensation as defined, and for additional employee pretax
contributions to the Plan of up to 14% of covered compensation subject to the
provisions of the Internal Revenue Code of 1986, as amended (the Code).
Participants age 50 or older during the Plan year may also elect to
make a
“catch-up” contribution, subject to certain Internal Revenue Service (IRS)
limits ($3,000 in 2004 and $2,000 in 2003). The Company contributes matching
employer contributions equal to 100% of basic employee pretax contributions.
The
Company does not match the additional employee pretax or catch-up contributions.
Matching employer contributions are used to purchase Company common stock.
Employees may transfer the matching employer contributions to other funds upon
receipt.
In
addition, participants may contribute amounts representing rollovers from other
qualified plans or from an individual retirement account.
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(d)
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Benefits
Payments and Loans
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Benefits
payments are made to participants upon retirement or termination of employment
(or to the beneficiary in the event of death) and are in the form of lump sum
distributions payments. A participant may request a loan for up to the lesser
of
50% of the participant’s vested interest or $50,000, less the participant’s
highest outstanding loan balance during the preceding 12 months. Loans
are
typically repaid over a five-year period and bear interest at prime rate plus
1%. Interest rates ranged from 5% to 10.5% during the Plan year ended
December 31, 2004. Loans outstanding upon a participant’s termination of
employment are considered deemed distributions if not repaid and are deducted
from the participant’s account balance prior to distribution. These amounts are
taxed to the participant in the year of the participant’s termination. Former
participants of the HMI Plan are eligible to receive in service withdrawals
from
their vested HMI account balance after attaining 59 1/2 years of
age.
KIRBY
401(k) PLAN
Notes
to
Financial Statements
(Modified
Cash Basis)
December
31, 2004 and 2003
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(e)
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Vesting
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Participants
are 100% vested in their participant contributions and rollovers, if any.
Participants in the Plan have an immediate and fully vested interest in the
portion of the account relating to employer contributions and may, upon
resignation from or discharge by the employer, withdraw their entire account
balance.
Employer
contributions made to the prior HMI Plan are subject to a five-year vesting
schedule based on the participant’s HMI service date. Forfeitures of nonvested
participants are credited to the accounts of former HMI Plan participants
employed at year-end based on a formula that considers the total compensation,
as defined, of all former HMI Plan participants for that plan year. Forfeitures
in the amount of $8,431 and $9,060 as of December 31, 2004 and 2003,
respectively, were available for allocation to former HMI Plan participants.
As
of December 31, 2004, all participants are 100% vested.
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(f)
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Plan
Termination
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Although
it has not expressed any intent to do so, the Company has the right under the
Plan to terminate the Plan subject to the provisions of ERISA. In the event
of
termination, the amounts credited to the accounts of participants will be
distributed to the participants after payment of expenses for distribution
and
liquidation.
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(g)
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Valuation
of Participant
Accounts
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Under
the
Plan, each participant’s account is credited with the participant’s
contribution, the Company’s matching contribution and an allocation of
investment income (loss), net of administrative expenses. Investment income
(loss) is allocated daily to participants. The benefit to which a participant
is
entitled is the benefit that can be provided from the participant’s vested
account.
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(2)
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Summary
of Significant Accounting
Policies
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(a)
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Basis
of Presentation
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The
accompanying financial statements have been prepared on the modified cash basis,
which is a comprehensive basis of accounting other than U.S. generally accepted
accounting principles, and is an acceptable method of reporting under Department
of Labor regulations. The modified cash basis of accounting utilizes the cash
basis of accounting while carrying investments at fair value and recording
investment income on the accrual basis. Consequently, contributions are
recognized when received rather than when earned, and expenses are recognized
when paid rather than when the obligation is incurred. As of December 31,
2004, $104,036 of employee contributions and $48,738 of employer contributions
for the 2004 Plan year had not been remitted to the trust. As of
December 31, 2003, $89,451 of employee contributions and $41,685 of
employer contributions for the 2003 Plan year had not been remitted to the
trust. As of December 31, 2004 and 2003, $71,555 and $82,689, respectively,
of excess deferrals were held by the trust and distributed to participants
subsequent to year end. As of December 31, 2004, $33,719 of participant
loan balances were in default and deemed distributed subsequent to year end.
Under U.S. generally accepted accounting principles, these amounts would have
been reflected as accounts receivable, accounts payable, and a reduction of
outstanding participant loans, respectively.
KIRBY
401(k) PLAN
Notes
to
Financial Statements
(Modified
Cash Basis)
December
31, 2004 and 2003
|
(b)
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Use
of Estimates
|
The
preparation of financial statements requires Plan management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and
disclosure of contingent assets and liabilities, and changes therein. Actual
results could differ from those estimates.
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(c)
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Investment
Valuation
|
Investments
in mutual funds and Company common stock are stated at fair value based on
quoted market prices. Investments in common trust funds are stated at fair
market value based upon quoted market prices of the underlying assets. Purchases
and sales of investments are recorded on a trade date basis. Net appreciation
(depreciation) in fair value of investments includes realized gains and losses
on investments sold during the year as well as net appreciation (depreciation)
of the investments held at the end of the year. Participant loans are stated
at
cost, which approximates their fair value. Interest and dividend income is
accrued in the period earned.
|
(d)
|
Payment
of Benefits
|
Payments
to participants are recorded as the benefits are paid.
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(3)
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Investments
|
Each
participant has the right to direct his or her contributions and the Company’s
matching contributions, between the investment funds offered by the Plan.
Descriptions of the Plan’s investment fund options are included in the summary
plan description provided to all eligible employees.
Participants
may direct their investment contributions to the following investment funds:
Wells Fargo Outlook 2010 Fund, Wells Fargo Outlook 2020 Fund, Wells
Fargo
Outlook 2030 Fund, Wells Fargo Outlook 2040 Fund, Wells Fargo Treasury
Plus
Institutional Money Market Fund, Dreyfus Intermediate Term Income Fund, Wells
Fargo Asset Allocation Fund, Goldman Sachs Capital Growth Fund, Wells Fargo
S&P 500 Index Fund, AIM Aggressive Growth Fund, Franklin US Government
Securities Fund, Templeton Foreign Fund, Lord Abbett All Value Fund, Fidelity
Advisor Mid Cap Fund, American Funds Growth Fund of America and Kirby Common
Stock Fund.
The
Lord
Abbett All Value Fund, Fidelity Advisor Mid Cap Fund and the American Funds
Growth Fund of America were added during 2004. Effective January 7,
2004,
all funds in the Janus Advisor International Fund were transferred to the
Templeton Foreign Fund. Effective May 26, 2004, all funds in the MFS
Value
Fund were transferred to the Lord Abbett All Value Fund, all funds in the MFS
Massachusetts Investors Growth Stock Fund were transferred to the American
Funds
Growth Fund of America, and all funds in the MFS Mid Cap Growth Fund were
transferred to the Fidelity Advisor Mid Cap Fund.
The
following presents investments that represent 5% or more of the Plan’s net
assets as of December 31:
|
2004:
|
||||
|
Wells
Fargo Treasury Plus Institutional Money Market Fund
|
$
|
9,270,087
|
||
|
Wells
Fargo Asset Allocation Fund
|
6,268,208
|
|||
|
Dreyfus
Intermediate Term Income Fund
|
4,546,171
|
|||
|
Goldman
Sachs Capital Growth Fund
|
5,161,960
|
|||
|
AIM
Aggressive Growth Fund
|
4,559,351
|
|||
|
Company
common stock
|
14,740,995
|
|||
|
Participant
loans
|
5,992,379
|
|||
|
2003:
|
||||
|
Wells
Fargo Treasury Plus Institutional Money Market Fund
|
$
|
9,529,377
|
||
|
Wells
Fargo Asset Allocation Fund
|
5,827,979
|
|||
|
Dreyfus
Intermediate Term Income Fund
|
4,325,904
|
|||
|
Goldman
Sachs Capital Growth Fund
|
4,809,701
|
|||
|
AIM
Aggressive Growth Fund
|
4,052,308
|
|||
|
Company
common stock
|
10,917,579
|
|||
|
Participant
loans
|
4,933,368
|
|||
The
Plan’s investments (including realized gains and losses on investments bought
and sold, as well as unrealized gains and losses on investments held during
the
year) appreciated in value as follows:
|
2004
|
2003
|
||||||
|
Common
trust funds
|
$
|
798,693
|
1,450,694
|
||||
|
Mutual
funds
|
2,162,184
|
3,368,067
|
|||||
|
Common
stock
|
3,170,524
|
2,453,687
|
|||||
|
$
|
6,131,401
|
7,272,448
|
|||||
|
(4)
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Concentration
of Investments
|
The
Plan’s investment in shares of Kirby Corporation common stock represents 22% and
20% of total assets as of December 31, 2004 and 2003, respectively.
Kirby
Corporation is engaged in marine transportation and diesel engine
services.
KIRBY
401(k) PLAN
Notes
to
Financial Statements
(Modified
Cash Basis)
December
31, 2004 and 2003
|
(5)
|
Voting
Rights
|
Each
shareholder is entitled to exercise voting rights attributable to the shares
of
Company common stock allocated to his or her account and is notified by the
trustee prior to the time that such rights are to be exercised. The trustee
is
not permitted to vote any shares for which instructions have not been given
by
the participant. During 2004 and 2003, the Plan purchased all shares of Company
common stock in the open market.
|
(6)
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Risk
and Uncertainties
|
The
Plan
may invest in common trust funds, mutual funds and Company common stock.
Investment securities are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with certain
investment securities, it is probable that changes in the value of investment
securities will occur in the near term.
|
(7)
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Related
Party Transactions
|
Certain
Plan investment options include shares of Company common stock and common trust
funds and mutual funds managed by Wells. The Company is the plan sponsor, and
Wells is the trustee as defined by the Plan. Therefore, these transactions
qualify as party-in-interest transactions. These transactions are covered by
an
exemption from the “prohibited transaction” provisions of ERISA and the
Code.
The
Plan
has participant loans outstanding, which are secured solely by a portion of
the
participant’s vested account balance, in accordance with the Plan
Document.
|
(8)
|
Federal
Income Taxes
|
Management
considers the Plan to be in compliance with Section 401(a) of the Code
and,
accordingly, to be entitled to an exemption from federal income taxes under
the
provisions of Section 501(a). A letter dated August 30, 2001
has been
received by Wells stating that the form of the prototype plan is acceptable
under the Code Section 401 for use by employers for the benefit of their
employees. The letter, in effect, states that an employer who adopts the Plan
will be considered to be qualified under the Code Section 401(a) provided
all terms of the Plan are met and the Plan does not discriminate in favor of
key
or highly compensated employees. Therefore, the plan administrator believes
the
Plan was qualified and the related trust was tax exempt as of December 31,
2004 and 2003.
|
(9)
|
Subsequent
Events
|
Effective
March 28, 2005, the Plan requires automatic distribution of participant
accounts upon termination without the participants consent, of amounts less
than
$5,000 and greater than $1,000 if the participant does not elect to have the
amount paid directly to an eligible retirement plan or receive a distribution
directly, then the Plan will pay the distribution to an individual retirement
plan designated by the Plan Administrator.
Amounts
less than $1,000 will continue to be paid directly to participants upon
termination.
Schedule
H, Line 4i - Schedule of Assets ( Held at End of Year)
(Modified
Cash Basis)
December
31, 2004
|
Identity
of issue,
|
|||||||
|
borrower,
lessor, or
|
Current
|
||||||
|
similar
party
|
Description
of asset
|
value
|
|||||
|
Common
trust funds:
|
|||||||
|
*Wells
Fargo Bank
|
Wells
Fargo Treasury Plus Institutional Money Market Fund
|
$
|
9,270,087
|
||||
|
*Wells
Fargo Bank
|
Wells
Fargo Short-Term Investment Fund
|
352,626
|
|||||
|
*Wells
Fargo Bank
|
Wells
Fargo Asset Allocation Fund
|
6,268,208
|
|||||
|
*Wells
Fargo Bank
|
Wells
Fargo S&P 500 Index Fund
|
2,541,424
|
|||||
|
Total
common trust funds
|
18,432,345
|
||||||
|
Mutual
funds:
|
|||||||
|
*Wells
Fargo Bank
|
Wells
Fargo Outlook 2010 Fund
|
595,970
|
|||||
|
*Wells
Fargo Bank
|
Wells
Fargo Outlook 2020 Fund
|
767,633
|
|||||
|
*Wells
Fargo Bank
|
Wells
Fargo Outlook 2030 Fund
|
450,336
|
|||||
|
*Wells
Fargo Bank
|
Wells
Fargo Outlook 2040 Fund
|
455,894
|
|||||
|
Dreyfus
|
Dreyfus
Intermediate Term Income Fund
|
4,546,171
|
|||||
|
The
Goldman Sachs Group
|
Goldman
Sachs Capital Growth Fund
|
5,161,960
|
|||||
|
Fidelity
Advisor
|
Fidelity
Advisor Mid Cap Fund
|
1,962,309
|
|||||
|
AIM
Investments
|
AIM
Aggressive Growth Fund
|
4,559,351
|
|||||
|
American
Funds
|
American
Funds Growth Fund of America
|
2,973,072
|
|||||
|
Franklin
Templeton
|
Franklin
US Government Securities Fund
|
505,396
|
|||||
|
Franklin
Templeton
|
Templeton
Foreign Fund
|
2,970,737
|
|||||
|
Lord
Abbett
|
Lord
Abbett All Value Fund
|
1,897,385
|
|||||
|
Total
mutual funds
|
|
26,846,214
|
|||||
|
Common
stock:
|
|||||||
|
*Kirby
Corporation
|
Common
stock
|
14,740,995
|
|||||
|
*Participant
loans
|
Interest
rates ranging from 5.00% to 10.5%
|
|
5,992,379
|
||||
|
Total
assets (held at end of year)
|
$
|
66,011,933
|
|||||
|
*Parties
in interest to the Plan.
|
|||||||
See
accompanying report of independent registered public accounting
firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the plan
administrator, which administers the Plan, has duly caused this annual report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
| KIRBY 401(k) PLAN | ||
| DATE: June 21, 2005 | ||
| KIRBY CORPORATION PLAN ADMINISTRATOR | ||
| By: |
/s/
Jack M. Sims
|
|
|
Jack
M. Sims
|
||
|
Vice
President Human
Resources of
Kirby Corporation
|
||
Index
to Exhibit
|
Exhibit
number
|
Description
|
|
|
Consent
of Independent Registered Public Accounting
Firm
|
Exhibit 23.
1
Consent
of Independent Registered Public Accounting Firm
Plan
Administrator
Kirby
401(k) Plan:
We
consent to the incorporation by reference in the Registration Statement (File
No. 33-57625) on Form S-8 of Kirby Corporation of our report
dated
June 17, 2005, with respect to the statements of net assets available
for
plan benefits (modified cash basis) of the Kirby 401(k) Plan as of
December 31, 2004 and 2003 and the related statements of changes in
net
assets available for plan benefits (modified cash basis) for the years then
ended and the supplemental schedule H, line 4i - schedule of assets
(held
at end of year) (modified cash basis) as of December 31, 2004 which
report
appears in the December 31, 2004 Annual Report on Form 11-K
of the
Kirby 401(k) Plan.
KPMG
LLP
Houston,
Texas
June 17,
2005