e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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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, 2008
Or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number 001-15903
A. |
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Full title of the plan and the address of the plan, if different from
that of the issuer named below: |
CARBO Ceramics Inc. Savings and Profit Sharing Plan
B. |
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Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: |
CARBO Ceramics Inc.
Energy Center II
575 N. Dairy Ashford Rd.
Suite 300
Houston, TX 77079
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Table of Contents
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1 |
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Financial Statements |
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2 |
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3 |
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4 |
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13 |
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14 |
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Exhibits |
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23 Consent of Independent Registered Public Accounting Firm |
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EX-23 |
Report of Independent Registered Public Accounting Firm
The Compensation Committee
CARBO Ceramics Inc.
We have audited the accompanying statements of net assets available for benefits of the CARBO
Ceramics Inc. Savings and Profit Sharing Plan as of December 31, 2008 and 2007, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2008.
These financial statements are the responsibility of the Plans 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. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and
the changes in its net assets available for benefits for the year ended December 31, 2008, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2008, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements, and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 23, 2009
1
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2008 |
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2007 |
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Assets |
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Investments: |
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Mutual funds |
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$ |
14,878,782 |
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$ |
24,849,667 |
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CARBO Ceramics Inc. common stock |
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697,820 |
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570,701 |
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Participant loans |
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949,016 |
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1,016,946 |
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Guaranteed income fund |
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5,345,360 |
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4,063,906 |
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21,870,978 |
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30,501,220 |
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Receivables: |
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Participant contribution |
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60,513 |
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Employer match |
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26,455 |
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59,043 |
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Profit-sharing contribution |
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1,220,000 |
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1,400,000 |
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1,246,455 |
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1,519,556 |
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Total assets |
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23,117,433 |
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32,020,776 |
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Net assets available for benefits |
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$ |
23,117,433 |
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$ |
32,020,776 |
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See accompanying notes.
2
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
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Investment income (loss) |
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Net depreciation in fair value of investments |
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(10,323,240 |
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Interest and dividends |
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571,941 |
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Total investment loss |
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(9,751,299 |
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Contributions |
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Participants |
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3,014,949 |
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Employer match |
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1,083,302 |
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Profit-sharing contribution |
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1,220,000 |
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Rollovers |
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130,968 |
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Total contributions |
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5,449,219 |
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Deductions |
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Distribution to participants |
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4,596,732 |
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Administrative fees |
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4,531 |
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Total deductions |
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4,601,263 |
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Net decrease |
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(8,903,343 |
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Net assets available for benefits: |
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Beginning of year |
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32,020,776 |
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End of year |
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$ |
23,117,433 |
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See accompanying notes.
3
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 2008
1. Description of the Plan
The following description of the CARBO Ceramics Inc. Savings and Profit Sharing Plan (the Plan)
provides only general information. Participants should refer to the Plan agreement for a more
complete description of the Plans provisions, which is available from CARBO Ceramics Inc. (the
Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
General
The Plan is a contributory defined contribution plan covering substantially all employees of the
Company and StrataGen, Inc. (formerly Pinnacle Technologies, Inc. (Pinnacle)). The Plan is
administered by a compensation committee to which members are appointed by the Board of Directors.
The Plan allows for participants immediate participation in the Plan without regard to age or
service requirements. The entry dates of the Plan are the first day of each month of the year.
Contributions
Participants may contribute from 2% to 75% of their annual compensation, subject to certain
limitations under the Internal Revenue Code (the Code). In addition, participants age 50 and over
have the option to contribute up to an additional $5,000 in pre-tax contributions through the
Plans catch-up contribution provisions. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans. The Companys
discretionary matching contribution to the Plan is equal to 50% of the participants contribution
up to 6% of the participants compensation. The Company may also elect to make an additional
discretionary profit-sharing contribution. Participants are eligible to receive the discretionary
profit-sharing contribution upon the completion of one year of service, which means 1,000 hours of
service in a plan year, and must be employed on December 31. Allocations of discretionary
profit-sharing contributions are made pro rata based on compensation to eligible participants.
During 2008, the Company made discretionary profit-sharing contributions totaling $1,220,000. All
contributions made to the Plan are participant-directed into various investment options offered by
the Plan.
Effective January 1, 2008, the Company will withhold 3% from a participants compensation as a
salary reduction deferral unless the participant elects a greater or lower percentage (including
zero) through a salary reduction agreement. The automatic withholding will apply to each
participant whose plan entry date is on or following January 1, 2008.
4
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Participants are immediately 100% vested in employee contributions and plan investment earnings on
those contributions. Employer discretionary matching and discretionary profit sharing contributions
and plan investment earnings on those contributions vest to individual participants after
attainment of certain years of service. After one year of service, the participant becomes 50%
vested in employer contributions and is 100% vested after two years of service. On the occurrence
of death, retirement, or Plan termination, a participant becomes fully vested in employer
contributions and related earnings.
Participant Loans
In general, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of
$50,000 or 50% of their vested account balance excluding profit sharing contributions (prior to
November 1, 2007), whichever is less, following the guidelines in the Plan agreement. Loan terms
range from one to five years or within a reasonable time for the purchase of a primary residence.
The loans are secured by the balance in the participants account and bear interest at a rate
commensurate with local prevailing rates as determined by the Plans administrator. Principal and
interest is paid ratably through monthly payroll deductions.
Distributions to Participants
Upon retirement, death, disability, or termination of employment, participants or their
beneficiaries may receive the vested balance of their accounts in the form of a lump-sum payment or
if eligible, in the form of an IRA rollover. Participants also are allowed to transfer their
account balance to another tax deferred qualified plan. A participant may withdraw all or a portion
of his or her account in the event of financial hardship, as defined in the Plan.
Forfeitures
Forfeitures of terminated employees nonvested account balances are used to reduce employer
contributions and plan expenses. There were no significant forfeited balances included in the net
assets available for benefits as of December 31, 2008 and 2007.
5
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance
with U.S. generally accepted accounting principles.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes and schedule. Actual results may differ from those estimates.
Investment Valuation
Prudential Financial, Inc. (Prudential) is the custodian of the Plan. The Plans funds are invested
in mutual funds, CARBO Ceramics Inc. common stock, and a guaranteed income fund. Investments are
stated at fair value. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
See Note 3 for discussion of fair value measurements. Mutual funds are valued at the closing fund
share price based on market quotations on the last business day of the Plan year. Common stock is
valued at the quoted market price on the last business day of the Plan year. Participant loans are
valued at cost, which approximates fair value.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to
be reported at fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined contribution plan attributable to
fully benefit-responsive investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan
invests in a fully benefit-responsive guaranteed investment contract. The FSP requires fully
benefit-responsive investment contracts to be reported at fair value in the Plans statement of net
assets available for benefits with a corresponding adjustment to reflect these investments at
contract value. Due to the nature of the fully benefit-responsive investment contracts held by the
Plan, fair value approximates contract value; therefore, the adoption of the FSP had no effect on
the statement of net assets available for benefits as of December 31, 2008 or 2007. The investment
in the fully benefit-responsive contract has no maturity date. Although not invoked in 2008 or
2007, and as explained further in Note 4, a discontinuance liquidation would result in the return of contract value within 90 days;
therefore,
6
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
the Company believes a discontinuance payment would be a reasonable determinant of the fair value
and that fair value would approximate contract value due to the discontinuing period being only 90
days. The contract value of the fully benefit-responsive investment contracts represents
contributions plus earnings, less participant withdrawals and administrative expenses.
Investment Transactions
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Risks and Uncertainties
The Plan provides for investments in various mutual funds, the Companys common stock, and a
guaranteed income fund. Investment securities, in general, are exposed to various risks, such as
interest rate, credit, and overall market volatility risks. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect the
amounts reported in the statements of net assets available for benefits and participant account
balances.
Administrative Expenses
The Company bears certain administrative costs of the Plan.
Payment of Benefits
Benefits are recorded when paid.
3. Fair Value Measurements
Financial Accounting Standards Board Statement No. 157, Fair Value Measurements (FASB Statement No.
157), establishes a framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy under FASB Statement No. 157 are
described below:
7
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
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Level 1 |
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets
or liabilities in active markets that the Plan has the ability to access. |
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Level 2 |
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Inputs to the valuation methodology include: |
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Quoted prices for similar assets and liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive
markets; |
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Inputs other than quoted market prices that are observable for the asset or
liability; and |
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Inputs that are derived principally from or corroborated by observable market
data by correlation or other means. |
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If the asset or liability has a specified (contractual) term, the Level 2 input must
be observable for substantially the full term of the asset or liability. |
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Level 3 |
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Inputs to the valuation methodology are unobservable and significant to the fair
value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
The valuation methodologies described in Note 2 may produce a fair value calculation that may not
be indicative of net realizable value or reflective of future fair values. Furthermore, while the
Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date. There have
been no changes in the methodologies used at December 31, 2008 and 2007.
8
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
3. Fair Value Measurements (continued)
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2008.
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Assets at Fair Value as of December 31, 2008 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
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$ |
14,878,782 |
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$ |
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$ |
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$ |
14,878,782 |
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Common stocks |
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697,820 |
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697,820 |
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Guaranteed investment contracts |
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5,345,360 |
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5,345,360 |
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Participant loans |
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949,016 |
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949,016 |
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Total assets at fair value |
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$ |
15,576,602 |
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$ |
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$ |
6,294,376 |
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$ |
21,870,978 |
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Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plans level 3 investment
assets for the year ended December 31, 2008.
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Investment |
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Participant |
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Contracts |
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Loans |
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Balance, beginning of year |
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$ |
4,063,906 |
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$ |
1,016,946 |
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Realized gains/(losses) |
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Unrealized gains/(losses) relating to instruments still held
at the reporting date |
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Purchases, sales, issuances and settlements (net) |
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1,281,454 |
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(67,930 |
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Balance, end of year |
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$ |
5,345,360 |
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$ |
949,016 |
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4. Investments
The Plan allows participants to invest a portion of their retirement savings in common stock of the
Company. Participants can invest up to 20% of any new contributions in the Companys common stock.
Transfers by participants of existing account balances into Company common stock can be performed
at anytime, subject to insider trading rules established by the Company, and cannot result in more
than 20% of their total account balance invested in Company common stock.
9
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
4. Investments (continued)
The following table includes individual investments that represent 5% or more of the Plans assets
at either December 31, 2008 or 2007:
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December 31 |
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2008 |
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2007 |
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Prudential: |
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Guaranteed Income Fund |
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$ |
5,345,360 |
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$ |
4,063,906 |
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Mutual funds: |
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Oakmark Equity & Income Fund II |
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2,184,387 |
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2,788,734 |
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John Hancock Classic Value A |
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2,305,243 |
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Growth Fund of America R3 |
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4,084,157 |
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Goldman Sachs Mid Cap Value A |
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1,086,919 |
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1,600,766 |
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Dryden Stock Index Fund Z |
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738,901 |
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1,881,371 |
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American Funds Europacific Growth R3 |
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3,952,681 |
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Algier Mid Cap Growth Inst I |
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452,708 |
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1,891,445 |
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American Funds Europacific Growth R4 |
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2,366,238 |
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Growth Fund of America R4 |
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2,509,124 |
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Allianz NFJ Div Value A |
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1,848,561 |
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During 2008, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) depreciated in value as follows:
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Mutual funds |
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$ |
(10,289,057 |
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Common stock |
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(34,183 |
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Total |
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$ |
(10,323,240 |
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5. Contracts With Insurance Companies
The Plan has entered into a group annuity contract issued by Prudential. The contract includes a
guaranteed income fund, which is invested in Prudentials general portfolio. Participants may
ordinarily direct the withdrawal or transfer of all or a portion of their account balance at
contract value. The Company considers this contract to be fully benefit-responsive as described in
the FSP.
10
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
5. Contracts With Insurance Companies (continued)
The average yield earned by the Plan was 3.70% and 3.75% for the years ended December 31, 2008 and
2007, respectively. The average yield earned by the Plan adjusted to reflect the actual interest
rate credited to participants was 3.70% and 3.75% for the years ended December 31, 2008 and 2007,
respectively. These rates are the same because all interest credited to the Plan is credited to the
participants. Interest is credited on contract balances using a single portfolio rate approach.
Under this methodology, a single interest crediting rate is applied to all contributions made
regardless of the timing of those contributions. Interest crediting rates are reviewed on a
semi-annual basis for resetting.
When establishing interest crediting rates, Prudential considers many factors, including current
economic and market conditions, the general interest rate environment and both the expected and
actual experience of a reference portfolio within the issuers general account. These rates are
established without the use of a specific formula. The minimum crediting rate under the contract is
1.50%.
Events that may limit the ability of the Plan to transact at contract value with the issuer are as
follows: premature termination of the contract by the Plan, plant closures, Company layoffs, Plan
termination, bankruptcy, and Company mergers. The Company has made no such plans for the near
future.
The contract includes a Pool Transfer Limitation (the deferral provision). Prudential has the
contractual right to defer a transfer or distribution. If total distributions and transfers from
the contracts pool exceed 10% of the pools balance as of January 1 in any one calendar year, the
distribution or transfer may be deferred by Prudential. During a deferral provision, any amount
deferred will continue to receive credited interest. Retirement, termination, death or disability
distributions, hardship withdrawals, and distributions required by Code section 401(a)(9) payable
from the guaranteed income fund will be paid and not deferred. The deferral provision was not
invoked in 2008 or 2007.
There are no events that allow the issuer to terminate the contract and which require the Plan
sponsor to settle at an amount different from contract value paid either within 90 days or over
time.
6. Allocated Amounts
At December 31, 2008, there were no amounts allocable to participants who had elected to withdraw
from the Plan.
11
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Notes to Financial Statements (continued)
7. Related-Party Transactions
Certain investments are managed by Prudential. Prudential serves as the trustee of the Plan and,
therefore, these transactions qualify as party-in-interest transactions. All of these transactions
are exempt from prohibited transaction rules.
8. Income Tax Status
The underlying nonstandardized prototype plan has received an opinion letter from the Internal
Revenue Service (IRS) dated February 6, 2002, in which the IRS stated that the form of the Plan is
qualified under Section 401(a) of the Code, and therefore, the related trust is exempt. In
accordance with Revenue Procedures 2008-6 and 2005-16, the Plan sponsor has determined that it is
eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once
qualified, the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is qualified and the
related trust is tax-exempt.
9. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
10. Partial Plan Termination
On October 10, 2008, in connection with the Companys sale of a substantial portion of the assets
of its wholly-owned subsidiary Pinnacle Technologies, Inc., certain employees of Pinnacle were
terminated from the Companys employment and were no longer active participants as defined in the
Plan. This constituted a partial plan termination, and therefore, all such employees of Pinnacle
with unvested Company match funds became immediately and fully vested on such date.
12
CARBO Ceramics Inc. Savings and Profit Sharing Plan
EIN: 72-1100013 PN: 001
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
December 31, 2008
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Description of Investment, |
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Including Maturity Date, |
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Rate of Interest, |
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Collateral, |
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Current |
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Identity of Issue, Borrower, or Similar Party |
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Par, or Maturity Value |
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Value |
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*Prudential Financial, Inc.: |
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Guaranteed Income Fund |
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135,645 units |
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$ |
5,345,360 |
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Oppenheimer International Small Co. A |
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36,314 units |
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332,998 |
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Oppenheimer Developing Markets A |
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26,921 units |
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427,782 |
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Loomis Sayles Bond Fd Adm |
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5,731 units |
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59,200 |
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Jennison Small Co Fund A |
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62,629 units |
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741,528 |
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Growth Fund of America R4 |
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123,480 units |
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2,509,124 |
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Goldman Sachs Mid Cap Value A |
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49,271 units |
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1,086,919 |
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Fidelity Adviser Leveraging Co Stock T |
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18,172 units |
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311,837 |
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Dryden Stock Index Fund Z |
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37,375 units |
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738,901 |
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Davis NY Venture Fund A |
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3,004 units |
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70,959 |
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American Funds Europacific Growth R4 |
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85,858 units |
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2,366,268 |
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Algier Mid Cap Growth Inst I |
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57,450 units |
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452,708 |
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AIM Real Estate A |
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6,549 units |
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92,406 |
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Oakmark Equity & Income Fund II |
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101,694 units |
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2,184,387 |
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American Funds Fundamental Investment Fund R4 |
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19,913 units |
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496,793 |
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Pimco Total Return A |
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80,008 units |
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811,284 |
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Allianz NFJ Div Value A |
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193,364 units |
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1,848,561 |
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Allianz NFJ Small Cap Value A |
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7,497 units |
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142,970 |
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Wells Fargo Adv Small Cap |
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11,418 units |
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204,157 |
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*CARBO Ceramics Inc. common stock |
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19,640 units |
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697,820 |
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*Participant loans |
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Maturities to 2033, at interest rates ranging from 5.75% to 9.25% |
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949,016 |
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$ |
21,870,978 |
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* |
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Indicates party-in-interest to the Plan. |
13
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.
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DATE: June 26, 2009 |
CARBO Ceramics Inc. Savings and Profit Sharing Plan
Plan Administrator
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By: |
/s/ Ernesto Bautista, III
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Ernesto Bautista, III |
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Vice President and Chief Financial Officer |
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14
Index to Exhibit
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Exhibit number |
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Description |
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23
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Consent of Independent Registered Public Accounting Firm |