Chicago Bridge & Iron Company N.V.
Chicago Bridge & Iron Company N.V.
Polarisavenue 31 2132 JH
Hoofddorp, The Netherlands
Telephone: (31) 23-5685660
Fax: (31) 20-5789589
Web site: http://www.cbi.com
Incorporated: 1889 as Chicago Bridge & Iron Company
Sales: $2.26 billion (2005)
Stock Exchanges: New York
Ticker Symbol: CBI
NAIC: 234930 Industrial Nonbuilding Structure Construction; 234990 All Other Heavy Construction; 332313 Plate Work Manufacturing; 332420 Metal Tank (Heavy Gauge) Manufacturing; 551112 Offices of Other Holding Companies
Chicago Bridge & Iron Company N.V. is a global leader in the engineering, procurement, and construction (EPC) business. While no longer a maker of bridges or iron products, the company has decades of experience fabricating large steel vessels for water, chemicals, and gases. It has grown into a vertically-integrated supplier for all phases of oil and natural gas production.
The company is known for its fixed-price bids that offer clients security from cost overruns while providing an incentive for CB&I to control costs. Another distinction is its preference for using its own traveling project specialists rather than local subcontractors. CB&I maintains sales, engineering, and fabrication operations at more than 60 offices around the world. About 90 percent of revenues were derived from the hydrocarbons industry in 2005.
FROM BRIDGES TO WATER TANKS
The Chicago Bridge & Iron Company, forerunner to CBI Industries, was established in 1889 through the merger of two companies. One of these companies was a Minneapolis-based engineering concern run by Horace Ebenezer Horton, who had distinguished himself by building some of the country's first metallic span bridges over the Mississippi River. The other was the Kansas City Bridge and Iron Company, operated by George Wheelock and A.M. Blodgett. In the three years before the merger, this company built more than 500 structures across the United States.
The new company relocated to Washington Heights, Illinois, a suburb of Chicago, which provided easy rail transportation to the foundries and steel mills in the area. Though it took several months to relocate machinery from Kansas City, Chicago Bridge & Iron immediately began accepting jobs to build bridges.
In 1890 Chicago Bridge & Iron absorbed the operations of the Des Moines-based George E. King Bridge Company. King was an established bridge builder in Iowa, a market that Horton and his new partners had been unable to crack. Meanwhile, King was attracted to an interest in his new partners' reliable metal fabricating facility.
The demand for bridges at this time was extraordinary. In the decades after the Civil War, railroads helped to establish burgeoning rural communities. As commerce grew, demands on transportation followed. Between so many points, there were rivers, streams and gulleys, and each route required its own span.
Until that time, wooden bridges were the order of the day. While these were sturdy, they were susceptible to rot and structural failure. The answer was in iron bridges, which few foundries were equipped to design or manufacture. With demand high, Chicago Bridge & Iron won contracts to build several hundred bridges by 1893. Other structures they were contracted to build included the first metallic water towers and standpipes and a Horse Exchange Amphitheatre for the Chicago stockyards.
That year, however, irregularities in railroad financing, shoddy banking practices, and the failure of agricultural crops caused a severe four-year economic depression that nearly closed Chicago Bridge & Iron. Then, in 1897, a devastating fire destroyed nearly the entire operation. Faced with the tremendous task of rebuilding, King opted to leave the corporation to concentrate on his more profitable banking and agricultural interests. While it took Horton nearly six years to pay King off, he did emerge as the company's sole shareholder.
As the Washington Heights plant was rebuilt, work under contract was gradually brought back from other factories working under subcontract. Also, the company's water towers became extremely popular after Horton's son George Horton perfected a hemispherical tank bottom that eliminated the need for a complex tank deck. This business helped the company weather an extremely difficult period in which all sales offices outside of Chicago were closed.
By the turn of the century the company was once again on its feet and taking on its first ventures in Canada. However, a covert trade dispute waged by Canadian firms and the government convinced Horton to abandon Canada and never again do business there. His son George, however, succeeded in winning several important contacts on his own, purchasing the materials from his father's company.
The company entered 1907 on strong growth, with contracts for several hundred water tanks, hundreds of bridges, and miscellaneous structures. Later that year a second financial panic sent the American economy into a tailspin. Public funds, which municipalities used to purchase water tanks and bridges, evaporated almost over night. Contracts were canceled and, once again, Chicago Bridge & Iron was forced into retrenchment.
These conditions were made more difficult by the fact that all steel products at this time were subject to artificial shipping costs from Pittsburgh, regardless of where they were made. This prevented Chicago Bridge & Iron from competing effectively in the East. In an effort to open this new market, the company established a second facility in 1911 at Greenville, Pennsylvania, outside Pittsburgh. Horton died on July 28, 1912, leaving the business to his wife and five children. The eldest son George later emerged as leader of the company. Unencumbered by his father's anti-Canadian prejudice, George Horton quickly merged his own Canadian operations with Chicago Bridge & Iron, establishing a new factory at Bridgeburg, Ontario, near Niagara Falls. Other business arose in Cuba, where the demand was for tanks to hold molasses, water, and, later, oil. Soon afterward the company was asked to build water tanks in the shapes of a milk bottle, a pineapple, and a "peachoid." Diversifying further, Chicago Bridge & Iron was asked to build water pumping facilities for the City of Chicago.
CB&I is a global engineering, procurement, and construction (EPC) company specializing in lump-sum, turnkey projects for customers that produce, process, store and distribute the world's natural resources. We serve a number of key industries, including oil and gas, petrochemical and chemical, power, water and wastewater, and metals and mining. For more than a century, we've built upon our technical capabilities, our expertise and our financial strength to develop a comprehensive package of EPC services and technologies. Our in-depth knowledge of our customers' business and our history of proven results have made CB&I a trusted name in the industry.
By 1914, as the war in Europe began to heat up, the countries involved began to purchase more and more war material from American manufacturers. This energized the American economy and drastically assisted Chicago Bridge & Iron's growth. Only three years later, after the United States entered the war and many of the company's employees left for the army, Chicago Bridge & Iron received hundreds of war-related orders, including one to build 150 5,000-ton barges.
A SHIFT TO THE PETROLEUM INDUSTRY
At the close of the war in 1919, George Horton decided not to involve his company in the reconstruction of Europe. Governments there, he was told, were not as creditworthy as Central and South American governments. This decision paid off when Chicago Bridge & Iron began taking large orders for huge oil storage tanks, first in the United States and then in Cuba, Venezuela, Aruba, and Mexico. Additional orders later came from the Dutch East Indies, Malaya, India, and China. The tremendous tank business also prompted Horton to phase out the company's bridge building business in favor of plate steel structures.
Horton made an important discovery during this time. Noting how his engineers spent so much time boring rivet holes with templates, Horton conceived of a 12-hole rivet punch, capable of boring a dozen perfectly placed rivet holes at once. This "Chi bridge Spacer" shortened production schedules, enabling the company to secure more business. Later, Horton abandoned rivets altogether, favoring leak-proof welded seams.
Meanwhile, the company experienced a brief labor strike in October 1919 when, soon after organizing, workers walked out. Queried as to why they went on strike, workers replied that their union was seeking a closed shop and better benefits. The strike was resolved after 18 days.
In 1922 Chicago Bridge & Iron purchased the rights to a "floating roof" storage system patented by a Bureau of Mines engineer named John H. Wiggins. The design allowed the tank's roof to float on the stored product, trapping the contents within and preventing losses to leakage or evaporation. Another major product for the oil industry, intended for natural gas storage, was the Hortonsphere, a spherical steel vessel capable of holding gas under great pressure.
In December 1923 the Horton Steel Works in Bridgeburg suffered a debilitating fire. During reconstruction of this plant, Chicago Bridge & Iron merged the Horton plant with another Canadian firm, Des Moines Steel. In 1929, on the strength of its tank business, Chicago Bridge & Iron absorbed the large Reeves Brothers plant in Birmingham, Alabama. Later that year, however, a stock market crash plunged the world into the Great Depression. Once again, Chicago Bridge & Iron's orders were either deferred or canceled, profits took a nosedive, and employees were laid off.
But, surviving on a trickle of work from the oil industry—namely, in the Middle East, the Dutch East Indies, and Italy—Chicago Bridge & Iron forged ahead with plans to incorporate new electric arc welding technology into its products. This new process allowed entire structures, rather than just tank bottoms and roofs, to be welded. This greatly reduced the weight of the structures, resulting in more efficient designs.
- Liquid Carbonic founded to supply carbon dioxide gas to soda fountains and soft drink bottlers
- Chicago Bridge & Iron is founded through the merger of two Midwest bridge-building businesses.
- The company makes its first standpipe.
- The Hortonsphere® pressurized vessel debuts.
- The company builds its first offshore oil storage structure, the Molly Brown.
- The Chicago plant is relocated to Kankakee, Illinois.
- CB&I builds storage tanks for the trans-Alaska oil pipeline.
- The company goes public on the New York Stock Exchange.
- The CBI Industries, Inc., holding company is established.
- CBI acquires Liquid Carbonic, a leading global supplier of carbon dioxide.
- CBI is acquired by industrial gasses giant Praxair Inc.
- Chicago Bridge & Iron Company N.V. (CB&I) is spun off in a public offering; U.S. fabrication operations are consolidated in Houston.
- CB&I acquires rival fluid tank construction unit of Pitt-Des Moines Inc.
- The corporate identity is updated; John Brown Hydrocarbons Ltd. is acquired.
The company once again faced labor trouble in 1930 when new labor laws lifted certain restrictions on union organization of workers. When the matter came up before unrepresented workers at Chicago Bridge & Iron, the employees rejected outside labor representatives and established their own independent union. Still, the company's nomadic tank builders were left unrepresented. Local Boilermakers unions incited battles with the company's "tankees," and killed many during gun fights. The Boilermakers later agreed to negotiations which led to the establishment of an associated union for transient tank builders.
Chicago Bridge & Iron entered several new fields during the 1930s. While the Canadian plant began building heat exchangers and welded ships, the repeal in 1933 of Prohibition led to massive brewery contracts for the American plants. Once again public works projects, including work on the San Francisco Bay Bridge and the Tennessee Valley Authority, provided much needed income. Layoffs were reversed in 1934 and in the following year the company began taking on new hires. Later work included barge building and work on chemical and infant nuclear plants.
BUILDING LANDING SHIP TANKS DURING WORLD WAR II
The outbreak of war in December 1941 put Chicago Bridge & Iron on a war footing. By agreement with the government the company was assigned to build dry-docks and ships, for which it purchased land in Morgan City, Louisiana. In January of 1942 Chicago Bridge & Iron took control of a Pacific yard at Eureka, California, and later established facilities in Newburgh, New York, and Seneca, Illinois. As construction commenced at these sights, entire families were relocated from the company's other locations. Employment ballooned from 4,000 employees in 1941 to 20,000 the following year.
The company's first contract was for 40 Landing Ship Tanks, or LSTs, which were designed to deliver heavy mobile machinery from ships to beachheads. Construction began on LSTs immediately. In fact, ships were built as the yard was built, and few of the employees were trained shipbuilders. Many learned their jobs as they went. The company also built dry-docks, capable of lifting 100,000-ton ships out of the water for repairs, and underground fuel storage facilities at Pearl Harbor and, near the end of the war, in Subic Bay in the Philippines.
As the war drew to a close, Chicago Bridge & Iron was highly regarded for its excellent production schedule and cost control. After building 157 LSTs, George Horton reminded employees in February of 1945 that war production was ending and that, "a contractor without contracts does not amount to much." A month later, Horton was killed in a car accident. The company's directors, eager to prevent ruinous disorganization, elected George Horton's younger brother Horace president of the company, and career engineer Merle Trees chairman of the board.
Later that year, John Wiggins announced that he was terminating his design and consulting agreements with Chicago Bridge & Iron and going to work for a rival, the General American Transportation Corporation. This threatened to knock the company out of its most profitable peacetime line at precisely the wrong moment. Trees issued a challenge to his engineers to develop an improved floating roof technology free of Wiggins' patent. Operating under a short deadline, the engineers succeeded in designing an original Horton model.
The company entered the postwar period in very solid financial condition, holding no bank loans. Market conditions were favorable for strong growth, owing to pent-up demand for public works and industrial projects. Chicago Bridge & Iron received orders for a variety of its standard products—water and oil tanks—but also was asked to construct pressure and containment vessels for the emerging nuclear testing and power industries.
But the company faced two serious impediments to postwar business. First, few companies could find enough skilled draftsmen to design these products. While some talent could be hired away from competitors, the company's design offices still could not keep up. There also was a shortage of experienced construction engineers. And, secondly, CB&I, as it had become known, was faced with recurrent shortages of steel, which was still being rationed in monthly allocations. During the war, however, the Geneva steel mill that had been established at Salt Lake City lacked a large local customer base. Seeing it as the perfect supplier, the company immediately began construction of a full-scale fabricating plant at that site.
By March 1946, the company encountered a boat glut. The company's shipbuilding unit, which employed 12,000 workers during the war, was down to 12 employees. However, growth in overseas markets more than made up for this loss. With tax incentives to invest in Latin America, as part of the Roosevelt Administration's "Good Neighbor Policy," CB&I established subsidiaries in Venezuela and Brazil. Later, the company decided to aggressively pursue foreign licensing to boost sales and protect patent rights. Licensees were established throughout the world, including France, Germany, Japan, and Australia.
In 1948, the first year of postwar profitability, CB&I won a contract to modernize U.S. Steel's massive South Chicago Works. A few years later the company was invited to build an enormous tank farm in Aden for British Petroleum, which later led to the establishment of a British subsidiary.
Employees ran on nine-hour days and six-day work weeks. As the job backlog lightened up, this was scaled back to eight hours and five days, avoiding layoffs. By 1953, however, the backlog had disappeared, forcing the company to institute layoffs and a "necessary absence" plan.
SERVING EMERGING INDUSTRIES IN THE ATOMIC AGE
By 1954 CB&I had become involved in cryogenics, hydroelectric and nuclear power, and liquified natural gas, and, later, built wind tunnels and vessels for the space program. Returning to bridgework after nearly 40 years, the company built caissons for the construction of the Mackinac Bridge in Michigan which would connect the Upper and Lower Peninsulas of the state for the first time.
Also in 1954, Merle Trees died. He was replaced as chairman by Horace B. Horton, who was himself replaced as president by E. E. Michaels. Michaels was well suited to lead the company at that time. He was an experienced corporate diplomat, capable of maintaining a balance between two opposing ownership forces within the company. He was also, however, a good manager, unafraid to assert his own views.
With the discovery of oil in Western Canada, CB&I established a facility in North Lethbridge, Alberta, where it manufactured vessels for the oil, gas, pulp, and fertilizer industries. In 1957 the company became involved in sewage projects. In 1958, as international expansion continued, the company established an Argentine subsidiary, Cometarsa, which failed to perform well and was sold nine years later. Still, massive water desalinization projects, particularly one in Kuwait, were undertaken in partnership with G. & J. Weir Ltd. of Glasgow. Building on its aeronautical business, CB&I acquired an interest in the Minneapolis-based FluiDyne Engineering Corporation.
In September 1959 Horace B. Horton died and was succeeded as chairman by his son Arthur. Later, in 1962, E. E. Michaels resigned to run, unsuccessfully, as a Republican for the U.S. House of Representatives. He was replaced by Josh Clarke.
In 1960 the company established subsidiaries in Germany and Holland and, later, in Mexico. The company also restructured its Australian interests, forming Chicago Bridge Lennox with its Australian licensee, but later dissolved it in favor of a wholly owned company called CBI Constructors. Additional operations were later established in the Philippines, Italy, and Japan. Back home, in 1961, CB&I broke ground on a new headquarters building in Oak Brook, Illinois. Two years later, recognizing the tremendous growth the company had experienced, the Board of Directors decided to take the company public.
In 1963 CB&I won a contract to build major sections of the large Mangla Dam in Pakistan. This successful project led to work on a second, the Tarbela Dam, in 1971. In 1964 CB&I acquired three engineering companies, Rebikoff Oceanics, Copeland Process, a specialist in industrial waste disposal, and Walker Process, which built equipment for water and sewage plants. And, to keep up with the growing volume of nuclear plant projects, CB&I opened a new facility specifically for supplying nuclear reactors in Memphis. The company continued to bolster its engineering ranks in 1967, when it set up a new research lab at Plainfield, Illinois, and staffed it with some of the best engineers in the world.
During the 1960s, the liquified natural gas (LNG) business began to take off. As a pioneer in engineering these projects, CB&I became the industry leader in vessel manufacturing, both for land storage and on ships. In 1969 the company formed a gas transportation subsidiary called American LNG. That year CB&I also built an enormous oil storage and loading device designed to sit on the seafloor. This project, Khazzan Dubai, was built for the Gulf Sheikdom of Dubai, and was nominated for honors by the National Society of Professional Engineers. Unfortunately the project's competitors were the Apollo space program and the Boeing 747.
John Horton, son of Horace B. Horton, who succeeded Josh Clarke as president in 1968, stepped down after only 11 months in office to pursue personal interests. He was replaced as president by Marvin Mitchell, a career CB&I engineer. Early in 1973 Arthur Horton, who had been inflicted with polio as a boy, died after a long illness. Mitchell succeeded him as chairman of the company.
The Arab oil embargo in 1973 and 1974 was a tremendous boon to the company. Oil consumers, used to frequent oil deliveries, had little storage capacity for oil, which was available only when you could get it. With sales up 80 percent in 1973, CB&I was again awash in a backlog of orders. The energy crisis caused by the embargo set into motion plans to exploit huge oil reserves in Alaska. Here, too, CB&I was asked to supply equipment and storage tanks for the Alyeska Pipeline Company between Barrow and Valdez. The company also opened a new facility at Prairieville, Louisiana, to service projects in the Gulf of Mexico and train underwater welders.
But, after the embargo ended, Mitchell grew weary of the cyclical and unpredictable nature of the energy business. He moved to diversify the company and in 1975 purchased Virginia-based Fairmac Corporation, a real estate developer. In 1977, however, CB&I unveiled a more economical process of extracting carbon dioxide from LNG, called Cryex. This patented process only helped to push CB&I further into the energy business. In 1979 CB&I took control of Circle Bar, an oil drilling company based in New Orleans.
GOING PUBLIC IN 1977
CBI became a public company in 1977 with a listing on the New York Stock Exchange. Management affected a corporate reorganization two years later, creating a holding company called CBI Industries, which took ownership of Chicago Bridge & Iron. The name change was deemed necessary because the company was no longer based in Chicago, did not build bridges, and had not used iron for decades.
CBI won new contracts for large petroleum projects in the North Sea and in Abu Dhabi and, in 1983, once again tried to diversify. Its search ended in 1984 when the company purchased Liquid Carbonic, the world's leading supplier of carbon dioxide, from Houston Natural Gas for $407 million. Liquid Carbonic had been founded in 1888 to supply carbon dioxide gas to soda fountains and soft drink bottlers. In 1926 the company began commercial sales of solid carbon dioxide, or "dry ice." After World War II, Liquid Carbonic branched into frozen food technologies and commercial sales of oxygen, nitrogen, and argon which, unlike carbon dioxide, are extracted from the atmosphere.
Marvin Mitchell resigned as chairman of CBI upon turning 65 in 1981 and was replaced by Bill Pogue. Pogue served as chairman until 1989 when he, too, turned 65. Pogue was succeeded by John Jones, a former vice-chairman and chief operating officer.
After a difficult period of adjustment during the mid-1980s, caused primarily by cyclical retrenchment in the energy construction business, CBI entered the 1990s with a stronger, revitalized organization built on more than 100 years of successful projects. While Liquid Carbonic had helped to insulate CBI from the ups and downs of energy development, it remained to be seen whether the company would continue to pursue additional businesses that were equally stable.
In fact, CBI thrived under an aggressive diversification strategy led by Jones, noted Forbes. It began supplying equipment for a number of different industries while regaining some of its old dominance in the steel water tank market. It also invested heavily to increase capacity at Liquid Carbonic while developing new agricultural applications for carbon dioxide.
With a booming demand for carbon dioxide, particularly in South America, the Liquid Carbonic unit made a tempting acquisition target for rivals. Airgas unsuccessfully tried to buy it for $1.5 billion in 1994. In spite of numerous anti-takeover defenses instituted since the late 1980s, CBI itself was taken over in 1996 by industrial gasses giant Praxair Inc.
By this time, CBI had annual sales of $2 billion. An interesting sideline launched in the mid-1990s was the construction of giant floating casino vessels, drawing on the company's experience with steel-plate fabrication.
SPUN OFF IN 1997
Praxair was primarily interested in the gasses business and sold the other units. Statia Terminals, N.V., which CBI had acquired in 1986, was sold to an investor group. In 1997, CBI was spun off in an initial public offering on the New York Stock Exchange. At this time, a Netherlands corporation, Chicago Bridge & Iron Company N.V. (CB&I), was created as the parent company for the U.S. business, still called Chicago Bridge & Iron Company, and international operations under the name Chicago Bridge & Iron Company B.V. The Kankakee, Illinois, plant was shut down as fabrication operations were consolidated in the oil industry center of Houston. The North American administrative offices were relocated from Plainfield, Illinois, to the Houston area in 2001.
As the energy industry struggled in the late 1990s, CB&I invested in high tech industries in 1999. It acquired XL Systems, Inc., a designer and builder of thermal vacuum test facilities. It also created a new UltraPure Systems business unit to provide high purity process piping systems, but it left this business after a couple of years following the burst of the tech bubble.
VERTICAL INTEGRATION PATH IN 2000 AND BEYOND
CB&I's 1999 revenues were $675 million. The company added another digit to its top line when it acquired Howe-Baker International, L.L.C. in December 2000. This Texas-based engineering and construction firm had been established in 1947 to produce dehydrators and desalting equipment for the refining industry. In the 1960s it branched out into process design and plant fabrication. By the time of the acquisition, Howe-Baker employed 2,000 people and had annual revenues of $308 million. CB&I's total annual revenues exceeded $1 billion after the deal. The combination promised to take Howe-Baker to new international markets, while giving CB&I access to its process engineering and modular construction strengths.
In February 2001, CB&I purchased the Engineered Construction and Water divisions of Pitt-Des Moines Inc. for $84 million in cash and stock. The acquired units, based in Houston and Pittsburgh, respectively, together employed 1,000 people and had combined revenues of $244 million a year.
A series of subsequent acquisitions extended CB&I's reach into all phases of petroleum and gas production as the energy industry recovered from its late-1990s trough. The 2003 purchase of London-based John Brown Hydrocarbons Limited, which was involved in the onshore, offshore, and pipeline sectors, was a crowning achievement in the vertical integration strategy. CB&I also acquired the U.S. subsidiary of another British engineering and construction firm, Petrofac Limited, which it folded into Howe-Baker.
CB&I announced a new corporate identity in July 2003. Its new logo retained a spheroid shape in use since the 1950s. The widely used acronym "CB&I" was adopted as a master brand.
Revenues exceeded $2 billion in 2005. About 90 percent was derived from the hydrocarbons industry. One new line of business was retrofitting petrochemical plants to meet increasingly stringent emissions requirements.
The company's legal life was becoming complicated. In January 2005, the Federal Trade Commission upheld an earlier administrative law judge ruling that its four-year-old acquisition of units from Pitt-Des Moines Inc. had violated antitrust law. The FTC said it would require CB&I to spin off some of its assets to restore domestic competition. The decision surprised some observers, as it related to a merger that had closed four years earlier after passing the usual regulatory review. CB&I appealed the ruling.
The SEC launched an accounting investigation in the last half of 2005. The CB&I board later terminated CEO Gerald Glen, citing no official reason for the dismissal. Glenn had led the company since its 1997 IPO. The company's chief operating officer was also let go.
Revenues were expected to be $2.8 billion for 2006. In an environment of soaring oil and natural gas prices, CB&I continued to focus on energy infrastructure. Among its projects around the globe were a couple of very large contracts to design and build two separate LNG import terminals in the U.K. A $1 billion LNG terminal was being built in Texas.
Updated, Frederick C. Ingram
Chicago Bridge & Iron Company B.V.; Chicago Bridge & Iron (Antilles) N.V.; Chicago Bridge & Iron Company (USA); Lealand Finance Company B.V.
Process & Technology; Low Temperature/Cryogenic Tanks and Systems; Pressure Vessels; Standard Tanks; Specialty and Other Structures; Repairs and Turnarounds.
Denali Inc.; Kingspan Group plc; Matrix Service Company.
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