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, 2007
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8712
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BOWATER INCORPORATED
1155 Metcalfe Street, Suite 800
Montreal , Quebec
Canada H3B 5H2
REQUIRED INFORMATION
1. Reports of Independent Registered Public Accounting Firms
2. Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006
3. Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2007 and 2006
4. Notes to Financial Statements
5. Supplemental Schedule - Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
6. Exhibits:
a. Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
b. Exhibit 23.2 - Consent of Previous Independent Registered Public Accounting Firm
SIGNATURES
The Plan . Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
(Name of Plan)
Date: July 15, 2008
| |
| Anthony L. Marano |
| Director, Benefits and Payroll, US |
| Bowater Incorporated |
| (Plan Administrator) |
BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2007 and 2006
(With Reports of Independent Registered Public Accounting Firms Thereon)
BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Index
To the Participants and Administrator of Bowater Incorporated Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Bowater Incorporated Retirement Savings Plan (the ''Plan'') at December 31, 2007, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. 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 audit. We conducted our audit of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Plan as of December 31, 2006 and for the year then ended were audited by other auditors whose report dated June 29, 2007 expressed an unqualified opinion on those statements.
Our audit was conducted 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, 2007 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. 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/ PricewaterhouseCoopers LLP
Montreal, Canada
July 15, 2008
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Report of Independent Registered Public Accounting Firm
The Board of Directors
Bowater Incorporated
We have audited the accompanying statement of net assets available for benefits of Bowater Incorporated Retirement Savings Plan (the Plan) (formerly Bowater Incorporated Savings Plan) as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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. 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 audit provides 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, 2006, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Greenville, South Carolina
June 29, 2007
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
| | | | 2007 | | 2006 |
| | | | | | |
ASSETS | | | | |
| | | | | | |
| Investments (at fair value): | | | | |
| | | | | | |
| | Mutual funds | $ | 181,884,822 | $ | 163,971,833 |
| | Fixed income funds | | 160,581,293 | | 158,943,746 |
| | AbitibiBowater stock fund | | 8,148,386 | | 23,347,063 |
| | Participant notes receivable | | 7,075,299 | | 7,792,673 |
| | Interest-bearing cash | | 183,467 | | 6,132,408 |
| | | | 357,873,267 | | 360,187,723 |
| | | | | |
| Miscellaneous receivables | | 344,701 | | 748,377 |
| Cash | | - | | 108,605 |
| Total assets | | 358,217,968 | | 361,044,705 |
| | | | | | |
LIABILITIES | | | | |
| | | | | | |
| Accounts payable | | 18,254 | | 46,825 |
| Other liabilities | | 205,838 | | 850,535 |
| Total liabilities | | 224,092 | | 897,360 |
| | | | | | |
Net assets available for benefits at fair value | $ | 357,993,876 | $ | 360,147,345 |
| | | | | | |
| Adjust fully benefit-responsive investment contracts in the fixed income and mutual funds from fair value to | | | | |
| | contract value | | 595,667 | | 1,820,114 |
| | | | | | |
Net assets available for benefits | $ | 358,589,543 | $ | 361,967,459 |
| | | | | | |
See accompanying notes to financial statements.
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2007 and 2006
| | | | 2007 | | 2006 |
| | | | | | |
Additions (reductions) to net assets attributed to: | | | | |
| Investment income: | | | | |
| | Net depreciation in fair value of investments | $ | (110,428) | $ | (4,351,868) |
| | Interest and dividends | | 20,223,937 | | 23,400,041 |
| Net investment income | | 20,113,509 | | 19,048,173 |
| Contributions: | | | | |
| | Employer's | | 9,132,012 | | 5,264,530 |
| | Participants' | | 18,195,057 | | 16,634,851 |
| | Rollovers | | 486,031 | | 187,621 |
| Total contributions | | 27,813,100 | | 22,087,002 |
Total additions | | 47,926,609 | | 41,135,175 |
Deductions from net assets attributed to: | | | | |
| Benefits paid to participants | | 51,284,631 | | 47,771,284 |
| Administrative expenses | | 19,894 | | 20,351 |
Total deductions | | 51,304,525 | | 47,791,635 |
Net change in net assets available for benefits | | (3,377,916) | | (6,656,460) |
Net assets available for benefits: | | | | |
| Beginning of year | | 361,967,459 | | 368,623,919 |
| End of year | $ | 358,589,543 | $ | 361,967,459 |
See accompanying notes to financial statements.
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
| (d) | Vesting |
| | |
| | Participants become fully vested in the Company matching contributions credited before January 1, 2007 after completing three years of service. Participants not covered by a collective bargaining agreement are immediately vested in the Company matching contributions credited on or after January 1, 2007. Participants become fully vested in the Automatic Company Contribution after completing three years of service. |
| | |
| (e) | Investment Options |
| | |
| | Participants can direct their contributions to be invested in one or more of many investment funds, including a Fixed Income Fund, an AbitibiBowater Stock Fund, and certain mutual funds. |
| | |
| (f) | Participant Notes Receivable |
| | |
| | Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 (less certain adjustments required by statute) or 50% of their vested account balance, whichever is less. Loan transactions are treated as deductions from participants' accounts and accounted for separately. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the prime lending rate plus 1% as of the date of the loan. Currently, interest rates range from 8.5% to 9.25% on participant loans. Principal and interest are paid through payroll deductions. |
| | |
| (g) | Benefits and Withdrawals |
| | |
| | Participants are entitled to receive vested benefits upon termination of employment. Active employees may withdraw vested funds subject to certain withdrawal rules as defined in the Plan. |
| | |
| (h) | Forfeited Accounts |
| | |
| | Forfeited nonvested accounts are used to reduce employer contributions. In 2007 and 2006, approximately $64,108 and $56,538, respectively, were forfeited and used to reduce employer contributions. |
| | |
(2) | Summary of Significant Accounting Policies |
| | |
| (a) | Basis of Accounting |
| | |
| | The accompanying financial statements are prepared using the accrual method of accounting in accordance with U.S. generally accepted accounting principles. |
| | |
| (b) | Investment Valuation and Income Recognition |
| | |
| | The Plan investments include the fixed income funds, AbitibiBowater Stock Fund, mutual funds, participant notes receivable and interest-bearing cash and are reported at fair value. |
| | |
| | Purchases and sales of securities are recorded on a trade date basis. The Plan records interest income on an accrual basis and accrues dividends on the ex-dividend date. |
| | |
| | Investments in participant notes receivable and interest-bearing cash are stated at cost plus accrued interest, which approximates fair value. Investments in the AbitibiBowater Stock Fund and mutual funds are stated at fair value through quoted market prices. The fixed income funds' holding of synthetic guaranteed investment contracts are stated at fair value based primarily on the quoted market price of the underlying fixed income marketable securities. |
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
| | The Guaranteed Investment Contracts (GICs) held by the fixed income funds are synthetic. The fixed income funds own certain fixed-income marketable securities and a liquidity agreement (''wrapper'') is entered into for a fee with financially responsible third parties that guarantee a minimum rate of return and provides benefit responsiveness. There are no reserves currently considered necessary against contract value for credit risk of the contract issuer or otherwise. Contract value, as reported by the Plan by financially responsible third parties, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The average yield was approximately 4.5% and 4.3% for 2007 and 2006, respectively. The crediting interest rate was approximately 4.6% and 4.3% at December 31, 2007 and 2006, respectively. The crediting interest rate is based on a formula agreed upon with the issuer and may not be less than 0%. Such interest rates are reviewed on a quarterly basis for resetting. The fair value of the synthetic GICs is equal to fair value of the underlying marketable securities plus any accrued income. At December 31, 2007 and 2006, fair value was $160,581,293 and $158,943,746, respectively, compared to the contract value at the same dates of $161,176,961 and $160,763,860, respectively. |
| | |
| | Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the plan documents (including complete or partial plan termination or merger with another plan), (2) changes to plan's prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the plan, or (4) the failure of the trust to qualify for exemption under Employee Retirement Income Security Act of 1974. The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan's ability to transact at contract value with participants, is probable. |
| | |
| | The contracts do not permit the financially responsible third parties to terminate the agreement prior to the scheduled maturity date. |
| | |
| (c) | Administrative Expenses |
| | |
| | Net appreciation in fair value of investments is net of investment management fees of $369,765 and $548,004, respectively, for the years ended December 31, 2007 and 2006. Additional administrative expenses, including additional expenses charged by the Trustee, are paid by the participants or the Company. |
| | |
| (d) | Payments of Benefits |
| | |
| | Benefit payments to participants are recorded upon distribution. |
| | |
| (e) | Use of Estimates |
| | |
| | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amount of assets, liabilities and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates and assumptions. |
| | |
| | The Plan's investments include funds which invest in various types of investment securities and in various companies within various markets. Investment securities are exposed to several risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is possible that changes in the values of investment securities will occur in the near term |
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
| | and such changes could materially affect the amounts reported in the Plan's financial statements and schedule. |
| | |
| (f) | New Accounting Pronouncements |
| | |
| | In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS 157) ''Fair Value Measurements.'' SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management does not believe the adoption of SFAS 157 will have a material impact on the financial statements. |
| | |
(3) | Investments |
| |
| Investments, with items representing 5% or more of the Plan's Net Assets Available for Benefits separately stated, were as follows at December 31, 2007 and 2006: |
| | | | 2007 | | 2006 |
| | | | | | |
| | Fidelity STIF (Fair value of $116,420,760 in 2007) | $ | 117,300,514 | $ | - |
| | Fidelity Magellan Fund | | 27,072,091 | | 31,238,506 |
| | Fidelity Equity Income Fund | | 28,067,987 | | 32,370,034 |
| | Fidelity OTC Portfolio Fund | | 23,317,387 | | 22,050,730 |
| | Fidelity International Discovery | | 21,470,027 | | 18,275,872 |
| | Fixed Income Fund (Fair value of $44,160,533 and $158,943,746 in 2007 and 2006, respectively) | | 43,876,447 | | 160,763,860 |
| | AbitibiBowater Stock Fund | | 8,148,386 | | 23,347,063 |
| | Other (mutual funds, interest-bearing cash, and participant notes receivable) | | 89,216,095 | | 73,961,772 |
| | | $ | 358,468,934 | $ | 362,007,837 |
During the years ended December 31, 2007 and 2006, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:
| | | | 2007 | | 2006 |
| | | | | | |
| | Mutual funds | $ | 8,071,310 | $ | 4,853,980 |
| | AbitibiBowater Stock Fund | | (8,181,738) | | (9,205,848) |
| | | $ | (110,428) | $ | (4,351,868) |
(4) | Related Party Transactions |
| |
| Certain Plan assets are shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the trustee as defined by the Plan and therefore, these investment transactions qualify as party-in-interest transactions. The trustee receives investment and administrative fees as a result of these activities. Plan assets also include an interest in the AbitibiBowater Stock Fund which is a combination of cash and |
(4)
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BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
| AbitibiBowater common stock, and is sold in units. The Company is the Plan sponsor, therefore, these investment transactions qualify as party-in-interest transactions. Investment in the AbitibiBowater Stock Fund is participant directed. |
| |
(5) | Plan Termination |
| |
| 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 Plan termination, participants will become 100% vested in all Company contributions. |
| |
(6) | Tax Status |
| |
| The Internal Revenue Service has determined and informed the Company by a letter dated April 24, 2003, that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). |
| |
| The Plan has been amended since receiving the determination letter; however, the Company believes that the Plan is currently designed and being operated in compliance with applicable requirements of the IRC and Plan document. |
| |
(7) | Reconciliation of Financial Statements to Form 5500 |
| |
| The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 at December 31, 2007 and 2006: |
| | | | 2007 | | 2006 |
| | | | | | |
| | Net assets available for benefits per the financial statements | $ | 358,589,543 | $ | 361,967,459 |
| | Adjustment from contract value to fair value for fully benefit-responsive investment contracts | | (595,667) | | (1,820,114) |
| | Net assets available for benefits per the Form 5500 | $ | 357,993,876 | $ | 360,147,345 |
The following is a reconciliation of net investment income per the financial statements to Form 5500 for the years ended December 31, 2007 and 2006:
| | | | 2007 | | 2006 |
| | | | | | |
| | Total investment income per the financial statements | $ | 20,113,509 | $ | 19,048,173 |
| | Adjustment from contract value to fair value for fully benefit-responsive investment contracts | | 1,224,447 | | (1,820,114) |
| | Total investment income per the Form 5500 | $ | 21,337,956 | $ | 17,228,059 |
(8) | Plan Amendments |
| |
| The following changes became effective January 1, 2007: |
| |
| ● | The current company contribution was replaced as follows: Eligible employees receive a ''safe harbor'' matching contribution equal to 100% of the first 3% of compensation deferred and 50% of the next 2% of compensation deferred. |
9
BOWATER INCORPORATED RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
| ● | Additionally, in lieu of benefits received under the Company's defined benefit pension plan, newly hired non-union employees and current active participants whose age plus years of service are less than 70 and are younger than age 55, determined each year as of December 31 will receive an additional annual Company contribution (Automatic Company Contribution) ranging from 2.5% to 6.5% based on the participant's age and years of service. |
| | |
| ● | Roth 401(k) accounts are now provided. |
| | |
| ● | Participants become fully vested in the Company matching contributions credited before January 1, 2007 after completing three years of service. Participants not covered by a collective bargaining agreement are immediately vested in the Company matching contributions credited on or after January 1, 2007. Participants become fully vested in the Automatic Company Contribution after completing three years of service. |
| | |
| ● | The name of the Plan was changed to Bowater Incorporated Retirement Savings Plan. |
| | |
| On February 28, 2008, the Company approved changes to the Plan. Roth account rollovers were accepted beginning April 1, 2008. The following changes were effective on October 29, 2007, the date of the Combination: |
| | |
| ● | The Bowater Incorporated Stock Fund was changed to the AbitibiBowater Inc. Stock Fund. |
| | |
| ● | All participants who are involuntarily terminated (without cause) because of the combination of Bowater Incorporated and Abitibi vest in all Company contributions within 24 months after the combination. |
| | |
| ● | All US savings plans maintained by Abitibi affiliates were merged into the Plan. The Abitibi-Consolidated Sales Corporation 401(k) Plan for Salaried Employees and the Abitibi-Consolidated 401(k) Plan for Alabama River Newsprint Hourly Employees were merged into the Plan on April 1, 2008. The Abitibi-Consolidated Recycling Hourly Employees 401(k) Plan and the Abitibi-Consolidated Lufkin/Sheldon Hourly Employees 401k Plan were merged into the Plan on July 1, 2008. |
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