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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] 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
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KIRBY 401(k) PLAN
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Kirby Corporation
55 Waugh Drive, Suite 1000
Houston, Texas 77007
KIRBY 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)
KIRBY 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<Table>
<Caption>
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits (Modified Cash Basis) - December 31, 2002 and
2001 2
Statements of Changes in Net Assets Available for Benefits (Modified Cash Basis) - Years ended
December 31, 2002 and 2001 3
Notes to Financial Statements (Modified Cash Basis) 4 - 9
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (Modified Cash Basis) - as of
December 31, 2002 10
</Table>
Schedules, other than those listed above, are omitted because of the absence of
the conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
Plan Administrator
Kirby 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
(modified cash basis) of the Kirby 401(k) Plan (the Plan) as of December 31,
2002 and 2001 and the related statements of changes in net assets available for
benefits (modified cash basis) for the years ended December 31, 2002 and 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 of America. 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.
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 generally accepted accounting principles.
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, 2002 and 2001 and the changes in net assets available for benefits
for the years ended December 31, 2002 and 2001 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, 2002 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.
Houston, Texas
June 30, 2003
KIRBY 401(k) PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 2002 and 2001
<Table>
<Caption>
2002 2001
----------- -----------
Assets:
Investments at fair value $44,817,740 45,501,245
Accrued income 190 --
Due from broker for securities sold 4,818 --
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Total assets 44,822,748 45,501,245
Liabilities:
Due to broker for securities purchased 42,678 47,914
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Net assets available for benefits $44,780,070 45,453,331
=========== ===========
</Table>
See accompanying notes to financial statements
2
KIRBY 401(K) PLAN
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Years ended December 31, 2002 and 2001
<Table>
<Caption>
2002 2001
------------ ------------
Additions to net assets attributed to:
Contributions from participants $ 5,084,308 5,250,825
Contributions from employer 1,977,665 2,115,161
Rollover contributions 441,729 611,633
Interest and dividend income 664,400 706,714
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Total additions 8,168,102 8,684,333
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Deductions from net assets attributed to:
Benefits paid to participants 3,828,409 4,110,371
Net depreciation in fair value of investments 5,012,954 3,609,040
------------ ------------
Total deductions 8,841,363 7,719,411
------------ ------------
Net increase (decrease) (673,261) 964,922
Net assets available for benefits, beginning of year 45,453,331 44,488,409
------------ ------------
Net assets available for benefits, end of year $ 44,780,070 45,453,331
============ ============
</Table>
See accompanying notes to financial statements.
3
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
(1) DESCRIPTION OF THE PLAN
(a) GENERAL
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 Kirby 401(k) Plan participants. In connection with the plan
merger, the Plan was amended on December 31, 1999 to include HMI
employees.
(b) PLAN ADMINISTRATION
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. Wells Fargo Bank (Wells) is the
trustee of the Plan.
(c) CONTRIBUTIONS
The Plan provides for basic employee pretax contributions to the
Plan of 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 (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 ($1,000 in 2002).
The Company contributes matching employer contributions equal to
100% of basic employee pretax contributions. The Company does not
match the additional employee pretax contributions.
(d) BENEFITS PAYMENTS AND LOANS
Benefits payments are made in a lump-sum distribution to the
participant upon termination of employment (or to the beneficiary
in the event of death). However, 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. 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.
4 (Continued)
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
(e) VESTING
Participants are 100% vested in their participant contributions
and rollovers, if any. A participant in the Kirby 401(k) Plan,
excluding former HMI Plan participants, has 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.
Commencing January 1, 2000, employer contributions to former HMI
Plan participants are subject to the same vesting as Kirby
participants.
(f) 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 termination, the amounts
credited to the accounts of participants shall vest immediately
and will be distributed to the participants after payment of
expenses for distribution and liquidation.
(g) VALUATION OF PARTICIPANT ACCOUNTS
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) are 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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
modified cash basis, which is a comprehensive basis of accounting
other than 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, 2002,
$174,340 of employee contributions and $73,549 of employer
contributions for the 2002 Plan year had not been remitted to the
trust. As of December 31, 2001, $174,947 of employee contributions
and $72,791 of employer contributions for the 2001 Plan year had
not been remitted to the trust. Under generally accepted
accounting principles, these amounts would have been reflected as
accounts receivable.
5 (Continued)
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
(b) RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with
the current year presentation.
(c) USE OF ESTIMATES
The preparation of financial statements requires Plan management
to make estimates and assumptions that affect the reported amounts
of assets and disclosure of contingent assets and liabilities, and
changes therein. Actual results could differ from those estimates.
(d) INVESTMENT VALUATION
Investments in mutual funds and Kirby Corporation 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.
(3) 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.
Effective February 1, 2001, in connection with the change in trustee from
Chase Bank of Texas (Chase) to Wells, all of the Plan's assets managed by
Chase were transferred to the following common stock and mutual funds
managed by Wells: 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, MFS Value Fund,
Goldman Sachs Capital Growth Fund, Wells Fargo S&P 500 Index Fund, MFS
Massachusetts Investors Growth Stock Fund, MFS Mid-Cap Growth Fund, AIM
Aggressive Growth Fund, Janus Advisor International Fund and Kirby Common
Stock Fund.
The following presents investments that represent 5% or more of the
Plan's net assets as of December 31:
<Table>
<Caption>
2002:
Wells Fargo Treasury Plus Institutional Money Market Fund $9,880,671
Wells Fargo Asset Allocation Fund 4,474,236
Dreyfus Intermediate Term Income Fund 4,231,800
Goldman Sachs Capital Growth Fund 3,733,132
AIM Aggressive Growth Fund 3,094,464
Kirby Corporation common stock 8,019,381
Participant loans 4,421,960
</Table>
6 (Continued)
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
<Table>
<Caption>
2001:
Wells Fargo Treasury Plus Institutional Money Market Fund $9,011,179
Wells Fargo Asset Allocation Fund 5,360,211
Dreyfus Intermediate Term Income Fund 3,605,727
Goldman Sachs Capital Growth Fund 5,262,474
AIM Aggressive Growth Fund 4,043,158
Kirby Corporation common stock 6,361,910
MFS Massachusetts Investors Growth Stock Fund 3,106,021
Participant loans 4,032,460
</Table>
The Plan's investments (including realized gains and losses on
investments bought and sold, as well as unrealized losses on investments
held during the year) depreciated in value by as follows:
<Table>
<Caption>
2002 2001
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Common trust funds $(1,008,323) $ (830,392)
Mutual funds (4,115,830) (4,146,103)
Common stock 111,199 1,367,455
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$(5,012,954) $(3,609,040)
=========== ===========
</Table>
(4) VOTING RIGHTS
Each shareholder is entitled to exercise voting rights attributable to
the shares of Kirby Corporation 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 2002
and 2001, the Plan purchased all shares of Kirby Corporation common stock
in the open market.
(5) 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.
(6) RELATED PARTY TRANSACTIONS
Certain Plan investment options include shares of Kirby Corporation
common stock and common trust funds and mutual funds managed by Wells.
Kirby is the plan sponsor, and Wells is the trustee as defined by the
Plan. Chase is the former trustee of the Plan. Therefore, these
transactions qualify as exempt party-in-interest transactions.
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.
7 (Continued)
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
(7) FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on December 30, 1996 in
which the IRS stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Code. The Plan has been amended
since receiving this determination letter. However, the Plan
Administrator believes the Plan is currently designed and operated in
compliance with the applicable requirements of the Code. Therefore, the
Plan Administrator believes the Plan was qualified and the related trust
was tax exempt as of December 31, 2002 and 2001.
8 (Continued)
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2002 and 2001
(8) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<Table>
<Caption>
DECEMBER 31
-------------------------
2002 2001
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Benefits paid to participants per the financial statements $3,828,409 4,110,371
Add amounts allocated to withdrawing participants at
December 31 (current year) -- --
Less amounts allocated to withdrawing participants at
December 31 (prior year) -- (215)
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Benefits paid to participants per Form 5500 $3,828,409 4,110,156
========== ==========
</Table>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, but not yet paid as of that date.
9
KIRBY 401(K) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
(Modified Cash Basis)
December 31, 2002
<Table>
<Caption>
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 $ 9,880,671
*Wells Fargo Bank Wells Fargo Short-Term Investment
Money Market Fund 148,745
*Wells Fargo Bank Wells Fargo Asset Allocation Fund 4,474,236
*Wells Fargo Bank Wells Fargo S&P 500 Index Fund 1,282,290
--------------
Total common trust funds 15,785,942
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Mutual funds:
*Wells Fargo Bank Wells Fargo Outlook 2010 Fund 346,044
*Wells Fargo Bank Wells Fargo Outlook 2020 Fund 432,708
*Wells Fargo Bank Wells Fargo Outlook 2030 Fund 98,908
*Wells Fargo Bank Wells Fargo Outlook 2040 Fund 120,553
Dreyfus Dreyfus Intermediate Term Income Fund 4,231,800
The Goldman Sachs Group Goldman Sachs Capital Growth Fund 3,733,132
MFS Investment Management MFS Value Fund 760,058
MFS Investment Management MFS Massachusetts Investors Growth Stock Fund 2,005,303
MFS Investment Management MFS Mid-Cap Growth Fund 420,692
AIM Investments AIM Aggressive Growth Fund 3,094,464
Janus Janus Advisor International Fund 1,346,795
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Total mutual funds 16,590,457
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Common stock:
*Kirby Corporation Common stock 8,019,381
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*Participant loans Interest rates ranging from 5.25% to 10.5% 4,421,960
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Total assets (held at end of year) $ 44,817,740
==============
</Table>
*Parties in interest to the Plan.
See accompanying independent auditors' report.
10
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.
DATE: June 30, 2003 KIRBY 401(k) PLAN
KIRBY CORPORATION
PLAN ADMINISTRATOR
BY: /s/ Jack M. Sims
-----------------------------
Jack M. Sims
Vice President
Human Resources
of Kirby Corporation
INDEX TO EXHIBIT
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
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23.1 Independent Auditors' Consent
</Table>