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FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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PART I—FINANCIAL INFORMATION
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Item 1. Condensed Consolidated Financial Statements
|
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PART II—OTHER INFORMATION
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Three Months Ended March 31,
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||||||
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2014
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2013
|
||||
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(Unaudited)
|
||||||
Revenue
|
$
|
2,928,132
|
|
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$
|
2,251,429
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Cost of revenue
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2,626,730
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2,005,285
|
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Gross profit
|
301,402
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|
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246,144
|
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||
Selling and administrative expense
|
119,167
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93,968
|
|
||
Intangibles amortization
|
16,234
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|
|
9,188
|
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||
Equity earnings
|
(4,165
|
)
|
|
(4,485
|
)
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||
Other operating income, net
|
(384
|
)
|
|
(297
|
)
|
||
Acquisition and integration related costs
|
8,067
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|
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61,256
|
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||
Income from operations
|
162,483
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|
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86,514
|
|
||
Interest expense
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(18,887
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)
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(22,746
|
)
|
||
Interest income
|
2,060
|
|
|
1,871
|
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Income before taxes
|
145,656
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|
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65,639
|
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||
Income tax expense
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(42,910
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)
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(22,767
|
)
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||
Net income
|
102,746
|
|
|
42,872
|
|
||
Less: Net income attributable to noncontrolling interests
|
(13,795
|
)
|
|
(9,264
|
)
|
||
Net income attributable to CB&I
|
$
|
88,951
|
|
|
$
|
33,608
|
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||||
Net income attributable to CB&I per share:
|
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||||
Basic
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$
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0.83
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$
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0.33
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Diluted
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$
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0.82
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$
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0.32
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Weighted average shares outstanding:
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Basic
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107,677
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101,802
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Diluted
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109,113
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103,507
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Cash dividends on shares:
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||||
Amount
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$
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7,559
|
|
|
$
|
5,345
|
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Per share
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$
|
0.07
|
|
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$
|
0.05
|
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Three Months Ended March 31,
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||||||
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2014
|
|
2013
|
||||
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(Unaudited)
|
||||||
Net income
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$
|
102,746
|
|
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$
|
42,872
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Change in cumulative translation adjustment
|
5,531
|
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(13,043
|
)
|
||
Change in unrealized fair value of cash flow hedges
|
(990
|
)
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(1,731
|
)
|
||
Change in unrecognized prior service pension credits/costs
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(43
|
)
|
|
(192
|
)
|
||
Change in unrecognized actuarial pension gains/losses
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1,795
|
|
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4,897
|
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Comprehensive income
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109,039
|
|
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32,803
|
|
||
Less: Net income attributable to noncontrolling interests
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(13,795
|
)
|
|
(9,264
|
)
|
||
Less: Change in cumulative translation adjustment attributable to noncontrolling interests
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(1,651
|
)
|
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(883
|
)
|
||
Comprehensive income attributable to CB&I
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$
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93,593
|
|
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$
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22,656
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents ($170,472 and $153,485 related to variable interest entities ("VIEs"))
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$
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420,163
|
|
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$
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420,502
|
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Accounts receivable, net ($179,414 and $151,241 related to VIEs)
|
1,273,563
|
|
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1,385,448
|
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Inventory
|
292,019
|
|
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302,987
|
|
||
Costs and estimated earnings in excess of billings ($86,920 and $59,092 related to VIEs)
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647,878
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|
|
566,718
|
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Deferred income taxes
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574,966
|
|
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555,589
|
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Other current assets ($55,059 and $31,487 related to VIEs)
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179,358
|
|
|
158,321
|
|
||
Total current assets
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3,387,947
|
|
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3,389,565
|
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Equity investments
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90,867
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|
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101,754
|
|
||
Property and equipment, net ($23,954 and $24,655 related to VIEs)
|
780,122
|
|
|
788,797
|
|
||
Deferred income taxes
|
92,570
|
|
|
110,142
|
|
||
Goodwill
|
4,225,687
|
|
|
4,226,468
|
|
||
Other intangibles, net
|
611,570
|
|
|
627,723
|
|
||
Other non-current assets
|
145,313
|
|
|
145,144
|
|
||
Total assets
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$
|
9,334,076
|
|
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$
|
9,389,593
|
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Liabilities
|
|
|
|
||||
Revolving facility debt
|
$
|
334,754
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$
|
115,000
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Current maturities of long-term debt
|
100,000
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100,000
|
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||
Accounts payable ($205,014 and $200,721 related to VIEs)
|
1,156,640
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1,157,478
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|
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Accrued liabilities
|
702,759
|
|
|
699,506
|
|
||
Billings in excess of costs and estimated earnings ($49,627 and $29,670 related to VIEs)
|
2,378,901
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|
|
2,720,251
|
|
||
Deferred income taxes
|
6,411
|
|
|
5,389
|
|
||
Total current liabilities
|
4,679,465
|
|
|
4,797,624
|
|
||
Long-term debt
|
1,600,000
|
|
|
1,625,000
|
|
||
Other non-current liabilities
|
375,055
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|
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387,555
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|
||
Deferred income taxes
|
64,438
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|
|
71,976
|
|
||
Total liabilities
|
6,718,958
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|
|
6,882,155
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Shareholders’ Equity
|
|
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|
||||
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 108,132 and 107,857; shares outstanding: 108,040 and 107,478
|
1,279
|
|
|
1,275
|
|
||
Additional paid-in capital
|
748,167
|
|
|
753,742
|
|
||
Retained earnings
|
1,814,801
|
|
|
1,733,409
|
|
||
Treasury stock, at cost: 92 and 379 shares
|
(7,628
|
)
|
|
(23,914
|
)
|
||
Accumulated other comprehensive loss
|
(115,291
|
)
|
|
(119,933
|
)
|
||
Total CB&I shareholders’ equity
|
2,441,328
|
|
|
2,344,579
|
|
||
Noncontrolling interests
|
173,790
|
|
|
162,859
|
|
||
Total shareholders’ equity
|
2,615,118
|
|
|
2,507,438
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,334,076
|
|
|
$
|
9,389,593
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Unaudited)
|
||||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
102,746
|
|
|
$
|
42,872
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
45,625
|
|
|
28,637
|
|
||
Deferred taxes
|
6,616
|
|
|
65,309
|
|
||
Stock-based compensation expense
|
41,142
|
|
|
38,072
|
|
||
Equity earnings
|
(4,165
|
)
|
|
(4,485
|
)
|
||
Gain on property and equipment transactions
|
(384
|
)
|
|
(297
|
)
|
||
Unrealized loss on foreign currency hedge ineffectiveness
|
2,865
|
|
|
1,756
|
|
||
Excess tax benefits from stock-based compensation
|
(12,930
|
)
|
|
(10,756
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease (increase) in receivables, net
|
111,885
|
|
|
(153,647
|
)
|
||
Change in contracts in progress, net
|
(422,510
|
)
|
|
(180,030
|
)
|
||
Decrease (increase) in inventory
|
10,968
|
|
|
(4,302
|
)
|
||
Decrease in accounts payable
|
(838
|
)
|
|
(28,720
|
)
|
||
(Increase) decrease in other current and non-current assets
|
(20,401
|
)
|
|
22,515
|
|
||
Decrease in accrued and other non-current liabilities
|
(11,923
|
)
|
|
(137,964
|
)
|
||
Decrease in equity investments
|
15,237
|
|
|
351
|
|
||
Change in other, net
|
(9,685
|
)
|
|
8,474
|
|
||
Net cash used in operating activities
|
(145,752
|
)
|
|
(312,215
|
)
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(1,713,333
|
)
|
||
Capital expenditures
|
(26,485
|
)
|
|
(14,932
|
)
|
||
Proceeds from sale of property and equipment
|
4,459
|
|
|
613
|
|
||
Change in other, net
|
—
|
|
|
(24,699
|
)
|
||
Net cash used in investing activities
|
(22,026
|
)
|
|
(1,752,351
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Revolving facility borrowings, net
|
219,754
|
|
|
116,177
|
|
||
Term loan borrowings
|
—
|
|
|
1,000,000
|
|
||
Cash withdrawn from restricted cash and cash equivalents (Senior Notes)
|
—
|
|
|
800,000
|
|
||
Cash withdrawn from restricted cash and cash equivalents (Westinghouse-related debt)
|
—
|
|
|
1,309,022
|
|
||
Repayment of Westinghouse-related debt
|
—
|
|
|
(1,353,694
|
)
|
||
Repayments on term loan
|
(25,000
|
)
|
|
(18,750
|
)
|
||
Excess tax benefits from stock-based compensation
|
12,930
|
|
|
10,756
|
|
||
Purchase of treasury stock
|
(54,946
|
)
|
|
(23,764
|
)
|
||
Issuance of stock
|
11,586
|
|
|
14,889
|
|
||
Dividends paid
|
(7,559
|
)
|
|
(5,345
|
)
|
||
Distributions to noncontrolling interests
|
(4,515
|
)
|
|
(1,065
|
)
|
||
Revolving facility and deferred financing costs
|
—
|
|
|
(26,987
|
)
|
||
Net cash provided by financing activities
|
152,250
|
|
|
1,821,239
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
15,189
|
|
|
(7,242
|
)
|
||
Decrease in cash and cash equivalents
|
(339
|
)
|
|
(250,569
|
)
|
||
Cash and cash equivalents, beginning of the year
|
420,502
|
|
|
643,395
|
|
||
Cash and cash equivalents, end of the period
|
$
|
420,163
|
|
|
$
|
392,826
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
|
|
Non -
controlling
|
|
Total
Shareholders’
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Interests
|
|
Equity
|
||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||
Balance at December 31, 2013
|
107,478
|
|
|
$
|
1,275
|
|
|
$
|
753,742
|
|
|
$
|
1,733,409
|
|
|
379
|
|
|
$
|
(23,914
|
)
|
|
$
|
(119,933
|
)
|
|
$
|
162,859
|
|
|
$
|
2,507,438
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
88,951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,795
|
|
|
102,746
|
|
|||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,880
|
|
|
1,651
|
|
|
5,531
|
|
|||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
|||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
|||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,795
|
|
|
—
|
|
|
1,795
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,515
|
)
|
|
(4,515
|
)
|
|||||||
Dividends paid ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,559
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
41,142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,142
|
|
|||||||
Issuance to treasury stock
|
—
|
|
|
4
|
|
|
22,091
|
|
|
—
|
|
|
275
|
|
|
(22,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase of treasury stock
|
(716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
(54,946
|
)
|
|
—
|
|
|
—
|
|
|
(54,946
|
)
|
|||||||
Issuance of stock
|
1,278
|
|
|
—
|
|
|
(68,808
|
)
|
|
—
|
|
|
(1,278
|
)
|
|
93,327
|
|
|
—
|
|
|
—
|
|
|
24,519
|
|
|||||||
Balance at March 31, 2014
|
108,040
|
|
|
$
|
1,279
|
|
|
$
|
748,167
|
|
|
$
|
1,814,801
|
|
|
92
|
|
|
$
|
(7,628
|
)
|
|
$
|
(115,291
|
)
|
|
$
|
173,790
|
|
|
$
|
2,615,118
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Stock Held in Trust
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
|
|
Non -
controlling
|
|
Total
Shareholders’
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Interests
|
|
Equity
|
|||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
96,835
|
|
|
$
|
1,190
|
|
|
$
|
363,417
|
|
|
$
|
1,300,742
|
|
|
316
|
|
|
$
|
(3,031
|
)
|
|
4,688
|
|
|
$
|
(193,533
|
)
|
|
$
|
(101,032
|
)
|
|
$
|
28,557
|
|
|
$
|
1,396,310
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
33,608
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,264
|
|
|
42,872
|
|
||||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,926
|
)
|
|
883
|
|
|
(13,043
|
)
|
||||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,731
|
)
|
|
—
|
|
|
(1,731
|
)
|
||||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
||||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,897
|
|
|
—
|
|
|
4,897
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,065
|
)
|
|
(1,065
|
)
|
||||||||
Dividends paid ($0.05 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,345
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
38,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,072
|
|
||||||||
Business acquisitions
|
8,893
|
|
|
85
|
|
|
398,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,559
|
)
|
|
100,125
|
|
|
—
|
|
|
36,665
|
|
|
535,241
|
|
||||||||
Issuance of treasury stock to trust
|
98
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
98
|
|
|
(5,245
|
)
|
|
(98
|
)
|
|
4,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Release of trust shares
|
—
|
|
|
—
|
|
|
1,537
|
|
|
—
|
|
|
(301
|
)
|
|
2,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,074
|
|
||||||||
Purchase of treasury stock
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
446
|
|
|
(23,764
|
)
|
|
—
|
|
|
—
|
|
|
(23,764
|
)
|
||||||||
Issuance of stock
|
1,612
|
|
|
—
|
|
|
(49,808
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,612
|
)
|
|
71,038
|
|
|
—
|
|
|
—
|
|
|
21,230
|
|
||||||||
Balance at March 31, 2013
|
106,992
|
|
|
$
|
1,275
|
|
|
$
|
752,480
|
|
|
$
|
1,329,005
|
|
|
113
|
|
|
$
|
(5,739
|
)
|
|
865
|
|
|
$
|
(41,785
|
)
|
|
$
|
(111,984
|
)
|
|
$
|
74,304
|
|
|
$
|
1,997,556
|
|
•
|
Foreign Currency Exchange Rate Derivatives
—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges are recognized within cost of revenue.
|
•
|
Interest Rate Derivatives
—During the
three months ended March 31, 2014
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$454,500
of our remaining
$900,000
unsecured term loan (the “Term Loan”). The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through
March 31, 2014
. Accordingly, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.
|
|
|
Three months ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income attributable to CB&I
|
|
$
|
88,951
|
|
|
$
|
33,608
|
|
Weighted average shares outstanding—basic
|
|
107,677
|
|
|
101,802
|
|
||
Effect of restricted shares/performance shares/stock options
(1)
|
|
1,367
|
|
|
1,633
|
|
||
Effect of directors’ deferred-fee shares
|
|
69
|
|
|
72
|
|
||
Weighted average shares outstanding—diluted
|
|
109,113
|
|
|
103,507
|
|
||
Net income attributable to CB&I per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.33
|
|
Diluted
|
|
$
|
0.82
|
|
|
$
|
0.32
|
|
|
|
Three months ended March 31, 2013
|
||
|
|
|||
Pro forma revenue
|
|
$
|
2,744,799
|
|
Pro forma net income attributable to CB&I
|
|
$
|
87,367
|
|
Pro forma net income attributable to CB&I per share:
|
|
|
||
Basic
|
|
$
|
0.82
|
|
Diluted
|
|
$
|
0.81
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
177,035
|
|
|
$
|
184,586
|
|
Work in process
|
35,041
|
|
|
31,764
|
|
||
Finished goods
|
79,943
|
|
|
86,637
|
|
||
Total
|
$
|
292,019
|
|
|
$
|
302,987
|
|
|
|
Total
|
||
Balance at December 31, 2013
|
|
$
|
4,226,468
|
|
Amortization of tax goodwill in excess of book goodwill
|
|
(1,387
|
)
|
|
Foreign currency translation
|
|
606
|
|
|
Balance at March 31, 2014
|
|
$
|
4,225,687
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets (weighted average life)
|
|
|
|
|
|
|
|
|
||||||||
Backlog and customer relationships (16 years)
|
|
$
|
380,586
|
|
|
$
|
(42,718
|
)
|
|
$
|
380,586
|
|
|
$
|
(33,735
|
)
|
Process technologies (15 years)
|
|
295,885
|
|
|
(95,178
|
)
|
|
295,726
|
|
|
(90,282
|
)
|
||||
Tradenames (10 years)
|
|
86,049
|
|
|
(13,367
|
)
|
|
86,042
|
|
|
(11,126
|
)
|
||||
Lease agreements (6 years)
(1)
|
|
—
|
|
|
—
|
|
|
7,718
|
|
|
(7,627
|
)
|
||||
Non-compete agreements (7 years)
|
|
3,016
|
|
|
(2,703
|
)
|
|
3,012
|
|
|
(2,591
|
)
|
||||
Total (15 years)
(2)
|
|
$
|
765,536
|
|
|
$
|
(153,966
|
)
|
|
$
|
773,084
|
|
|
$
|
(145,361
|
)
|
(1)
|
Lease agreement intangibles totaling
$7,718
became fully amortized during the
three months ended March 31, 2014
and were therefore removed from the gross carrying and accumulated amortization balances above.
|
(2)
|
The decrease in intangibles during
three months ended March 31, 2014
primarily related to amortization expense of
$16,234
.
|
•
|
CBI/Zachry—
We have a venture with Zachry (CB&I—
50%
/ Zachry—
50%
) to perform EPC work for two liquefied natural gas (“LNG”) liquefaction trains in Freeport, Texas. Our proportionate share of the CB&I/Zachry project value is approximately
$2,600,000
.
|
•
|
CBI/Chiyoda—
We have a venture with Chiyoda (CB&I—
50%
/ Chiyoda—
50%
) to perform EPC work for three LNG liquefaction trains in Hackberry, Louisiana. Our proportionate share of the CB&I/Chiyoda project value is approximately
$3,100,000
.
|
•
|
Chevron-Lummus Global (
“
CLG
”
)—
We have a venture with Chevron (CB&I—
50%
/ Chevron—
50%
), which provides licenses, basic engineering services and catalyst supply for deep conversion (e.g. hydrocracking), residual hydroprocessing and lubes processing. The venture is focused on converting/upgrading heavy/sour crude that is produced in the refinery process to more marketable products. As sufficient capital investments in CLG have been made by the venture partners, it does not qualify as a VIE. Additionally, we do not effectively control CLG and therefore do not consolidate the venture.
|
•
|
NET Power LLC (“NET Power”)—
We have a commitment to invest cash and in-kind services in NET Power, a venture between CB&I and various other parties, formed for the purpose of developing a new fossil fuel-based power generation technology and building a demonstration unit that is intended to produce cost-effective power with little-to-no carbon dioxide emissions. Our commitment totals
$50,400
and is contingent upon demonstration of various levels of feasibility of the NET Power technology and could result in up to a
50%
interest in NET Power and provide for the exclusive right to engineer, procure and construct NET Power plants. At
March 31, 2014
, we had cumulatively invested cash and in-kind services of approximately
$7,300
and had an approximate
10%
interest in NET Power. Cash and in-kind contributions have been expensed within our equity earnings and were not material during the
three months ended March 31, 2014
.
|
•
|
CBI/Kentz—
We have a venture with Kentz (CB&I—
65%
/ Kentz—
35%
) to perform the structural, mechanical, piping, electrical and instrumentation work on, and to provide commissioning support for, three LNG trains, including associated utilities and a gas processing and compression plant, for the Gorgon LNG project, located on Barrow Island, Australia. Our CB&I/Kentz project value is approximately
$4,500,000
.
|
•
|
CBI/Clough—
We have a venture with Clough (CB&I—
65%
/ Clough—
35%
) to perform the EPC work for a gas conditioning plant, nearby wellheads, and associated piping and infrastructure for the Papua New Guinea LNG project, located in the Southern Highlands of Papua New Guinea. Our CB&I/Clough project value is approximately
$2,000,000
.
|
•
|
CB&I/AREVA—
We have a venture with AREVA (CB&I
—
52%
/ AREVA—
48%
) to design, license and construct a mixed oxide fuel fabrication facility in Aiken, South Carolina, which will be used to convert weapons-grade plutonium into fuel for nuclear power plants for the U.S. Department of Energy. Our CB&I/AREVA project value is approximately
$5,000,000
.
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
CBI/Kentz
|
|
|
|
|
||||
Current assets
|
|
$
|
211,444
|
|
|
$
|
156,974
|
|
Current liabilities
|
|
$
|
104,940
|
|
|
$
|
72,741
|
|
CBI/Clough
|
|
|
|
|
||||
Current assets
|
|
$
|
132,243
|
|
|
$
|
122,179
|
|
Current liabilities
|
|
$
|
47,401
|
|
|
$
|
48,933
|
|
CBI/AREVA
|
|
|
|
|
||||
Current assets
|
|
$
|
69,053
|
|
|
$
|
34,547
|
|
Current liabilities
|
|
$
|
108,717
|
|
|
$
|
98,478
|
|
All Other
(1)
|
|
|
|
|
||||
Current assets
|
|
$
|
80,700
|
|
|
$
|
83,370
|
|
Non-current assets
|
|
$
|
24,200
|
|
|
$
|
24,802
|
|
Total assets
|
|
$
|
104,900
|
|
|
$
|
108,172
|
|
Current liabilities
|
|
$
|
22,311
|
|
|
$
|
26,879
|
|
(1)
|
Other ventures that we consolidate due to their designation as VIEs are not individually material to our financial results and are therefore aggregated as “All Other”.
|
Balance at December 31, 2013
|
|
$
|
12,111
|
|
Charges
(1)
|
|
2,275
|
|
|
Cash payments
|
|
(3,242
|
)
|
|
Balance at March 31, 2014
|
|
$
|
11,144
|
|
(1)
|
During the
three months ended March 31, 2014
, charges of
$2,275
were recognized within acquisition and integration related costs related to facility consolidations and the associated accelerated lease costs for vacated facilities, primarily in our Environmental Solutions operating group. During the remainder of 2014, we are continuing to assess our facility requirements in light of the 2013 Shaw Acquisition.
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
Current
|
|
|
|
|
||||
Revolving facility debt
|
|
$
|
334,754
|
|
|
$
|
115,000
|
|
Current maturities of term loan
|
|
100,000
|
|
|
100,000
|
|
||
Current debt
|
|
$
|
434,754
|
|
|
$
|
215,000
|
|
Long-Term
|
|
|
|
|
||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)
|
|
$
|
900,000
|
|
|
$
|
925,000
|
|
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)
|
|
800,000
|
|
|
800,000
|
|
||
Less: current maturities of term loan
|
|
(100,000
|
)
|
|
(100,000
|
)
|
||
Long-term debt
|
|
$
|
1,600,000
|
|
|
$
|
1,625,000
|
|
•
|
Series A—Interest due semi-annually at a fixed rate of
4.15%
, with principal of
$150,000
due in December 2017
|
•
|
Series B—Interest due semi-annually at a fixed rate of
4.57%
, with principal of
$225,000
due in December 2019
|
•
|
Series C—Interest due semi-annually at a fixed rate of
5.15%
, with principal of
$275,000
due in December 2022
|
•
|
Series D—Interest due semi-annually at a fixed rate of
5.30%
, with principal of
$150,000
due in December 2024
|
•
|
Level 1
—Fair value is based upon quoted prices in active markets. Our cash and cash equivalents are classified within Level 1 of the valuation hierarchy as they are valued at cost, which approximates fair value.
|
•
|
Level 2
—Fair value is based upon internally-developed models that use, as their basis, readily observable market parameters. Our derivative positions are classified within Level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk.
|
•
|
Level 3
—Fair value is based upon internally-developed models that use, as their basis, significant unobservable market parameters. We did not have any Level 3 classifications at
March 31, 2014
or
December 31, 2013
.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
420,163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
420,163
|
|
|
$
|
420,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
420,502
|
|
Derivatives
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
—
|
|
|
2,353
|
|
|
—
|
|
|
2,353
|
|
|
—
|
|
|
2,155
|
|
|
—
|
|
|
2,155
|
|
||||||||
Other non-current assets
|
—
|
|
|
3,917
|
|
|
—
|
|
|
3,917
|
|
|
—
|
|
|
4,705
|
|
|
—
|
|
|
4,705
|
|
||||||||
Total assets at fair value
|
$
|
420,163
|
|
|
$
|
6,270
|
|
|
$
|
—
|
|
|
$
|
426,433
|
|
|
$
|
420,502
|
|
|
$
|
6,860
|
|
|
$
|
—
|
|
|
$
|
427,362
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
(6,198
|
)
|
|
$
|
—
|
|
|
$
|
(6,198
|
)
|
|
$
|
—
|
|
|
$
|
(3,818
|
)
|
|
$
|
—
|
|
|
$
|
(3,818
|
)
|
Other non-current liabilities
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(450
|
)
|
|
—
|
|
|
(450
|
)
|
||||||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
(6,535
|
)
|
|
$
|
—
|
|
|
$
|
(6,535
|
)
|
|
$
|
—
|
|
|
$
|
(4,268
|
)
|
|
$
|
—
|
|
|
$
|
(4,268
|
)
|
(1)
|
We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total level 2 assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all counterparties on a continuous basis.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Classification
|
|
March 31,
2014 |
|
December 31,
2013 |
|
Balance Sheet
Classification
|
|
March 31,
2014 |
|
December 31,
2013 |
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
Other current
and non-current
assets
|
|
$
|
3,809
|
|
|
$
|
3,772
|
|
|
Accrued and other
non-current
liabilities
|
|
$
|
(2,229
|
)
|
|
$
|
(2,233
|
)
|
Foreign currency
|
Other current
and non-current
assets
|
|
44
|
|
|
861
|
|
|
Accrued and other
non-current
liabilities
|
|
(357
|
)
|
|
(853
|
)
|
||||
|
|
|
$
|
3,853
|
|
|
$
|
4,633
|
|
|
|
|
$
|
(2,586
|
)
|
|
$
|
(3,086
|
)
|
Derivatives not designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
Other current
and non-current
assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued and other
non-current
liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency
|
Other current
and non-current
assets
|
|
2,417
|
|
|
2,227
|
|
|
Accrued and other
non-current
liabilities
|
|
(3,949
|
)
|
|
(1,182
|
)
|
||||
|
|
|
$
|
2,417
|
|
|
$
|
2,227
|
|
|
|
|
$
|
(3,949
|
)
|
|
$
|
(1,182
|
)
|
Total fair value
|
|
|
$
|
6,270
|
|
|
$
|
6,860
|
|
|
|
|
$
|
(6,535
|
)
|
|
$
|
(4,268
|
)
|
|
Gross
Amounts Recognized (i) |
|
Gross Amounts
Offset on the Balance Sheet (ii) |
|
Net Amounts
Presented on the Balance Sheet (iii) = (i) - (ii) |
|
Gross Amounts Not Offset on
the Balance Sheet (iv) |
|
Net Amount
(v) = (iii) - (iv) |
||||||||||||||
|
Financial
Instruments |
|
Cash
Collateral Received |
|
|||||||||||||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate
|
$
|
3,809
|
|
|
$
|
—
|
|
|
$
|
3,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,809
|
|
Foreign currency
|
2,461
|
|
|
—
|
|
|
2,461
|
|
|
(588
|
)
|
|
—
|
|
|
1,873
|
|
||||||
Total assets
|
$
|
6,270
|
|
|
$
|
—
|
|
|
$
|
6,270
|
|
|
$
|
(588
|
)
|
|
$
|
—
|
|
|
$
|
5,682
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate
|
$
|
(2,229
|
)
|
|
—
|
|
|
$
|
(2,229
|
)
|
|
—
|
|
|
—
|
|
|
(2,229
|
)
|
||||
Foreign currency
|
(4,306
|
)
|
|
—
|
|
|
(4,306
|
)
|
|
588
|
|
|
—
|
|
|
(3,718
|
)
|
||||||
Total liabilities
|
$
|
(6,535
|
)
|
|
$
|
—
|
|
|
$
|
(6,535
|
)
|
|
$
|
588
|
|
|
$
|
—
|
|
|
$
|
(5,947
|
)
|
|
Amount of Gain (Loss) on Effective
Derivative Portion
|
||||||||||||||
|
Recognized in
OCI
|
|
Reclassified from
AOCI into Earnings
(1)
|
||||||||||||
|
Three months ended March 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
$
|
(502
|
)
|
|
$
|
(1,319
|
)
|
|
$
|
(543
|
)
|
|
$
|
(166
|
)
|
Foreign currency
|
(66
|
)
|
|
(64
|
)
|
|
467
|
|
|
(411
|
)
|
||||
Total
|
$
|
(568
|
)
|
|
$
|
(1,383
|
)
|
|
$
|
(76
|
)
|
|
$
|
(577
|
)
|
(1)
|
Net unrealized losses totaling
$1,441
are anticipated to be reclassified from AOCI into earnings during the next
12 months
due to settlement of the associated underlying obligations.
|
|
Amount of Gain (Loss)
Recognized in Earnings
|
||||||
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Derivatives not designated as cash flow hedges
|
|
|
|
||||
Foreign currency
|
$
|
1,506
|
|
|
$
|
(1,854
|
)
|
Total
|
$
|
1,506
|
|
|
$
|
(1,854
|
)
|
|
Pension Plans
|
|
Other Postretirement
Plans
|
||||
Contributions made through March 31, 2014
|
$
|
9,442
|
|
|
$
|
340
|
|
Contributions expected for the remainder of 2014
|
10,641
|
|
|
2,354
|
|
||
Total contributions expected for 2014
|
$
|
20,083
|
|
|
$
|
2,694
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Pension Plans
|
|
|
|
||||
Service cost
|
$
|
2,351
|
|
|
$
|
1,645
|
|
Interest cost
|
8,564
|
|
|
7,030
|
|
||
Expected return on plan assets
|
(9,314
|
)
|
|
(6,565
|
)
|
||
Amortization of prior service credits
|
(120
|
)
|
|
(115
|
)
|
||
Recognized net actuarial losses
|
1,181
|
|
|
1,135
|
|
||
Net periodic benefit cost
|
$
|
2,662
|
|
|
$
|
3,130
|
|
Other Postretirement Plans
|
|
|
|
||||
Service cost
|
$
|
259
|
|
|
$
|
311
|
|
Interest cost
|
570
|
|
|
516
|
|
||
Amortization of prior service credits
|
—
|
|
|
(67
|
)
|
||
Recognized net actuarial gains
|
(216
|
)
|
|
(129
|
)
|
||
Net periodic benefit cost
|
$
|
613
|
|
|
$
|
631
|
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||
|
|
Currency
Translation Adjustment (1) |
|
Unrealized
Fair Value Of Cash Flow Hedges |
|
Defined Benefit
Pension and Other Postretirement Plans |
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
(46,580
|
)
|
|
$
|
1,771
|
|
|
$
|
(75,124
|
)
|
|
$
|
(119,933
|
)
|
OCI before reclassifications
|
|
3,880
|
|
|
(1,027
|
)
|
|
1,070
|
|
|
3,923
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
37
|
|
|
682
|
|
|
719
|
|
||||
Net OCI
|
|
3,880
|
|
|
(990
|
)
|
|
1,752
|
|
|
4,642
|
|
||||
Balance at March 31, 2014
|
|
$
|
(42,700
|
)
|
|
$
|
781
|
|
|
$
|
(73,372
|
)
|
|
$
|
(115,291
|
)
|
(1)
|
During the
three months ended March 31, 2014
, the currency translation adjustment component of AOCI was impacted primarily by movements in the
Australian Dollar and Canadian Dollar
exchange rates against the U.S. Dollar.
|
|
|
Amount Reclassified From AOCI
|
||
AOCI Components
|
|
|||
Unrealized Fair Value Of Cash Flow Hedges
(1)
|
|
|
||
Interest rate derivatives (interest expense)
|
|
$
|
543
|
|
Foreign currency derivatives (cost of revenue)
|
|
(467
|
)
|
|
Total, before taxes
|
|
$
|
76
|
|
Taxes
|
|
(39
|
)
|
|
Total, net of taxes
|
|
$
|
37
|
|
Defined Benefit Pension and Other Postretirement Plans
(2)
|
|
|
||
Amortization of prior service credits
|
|
$
|
(120
|
)
|
Recognized net actuarial losses
|
|
965
|
|
|
Total, before taxes
|
|
$
|
845
|
|
Taxes
|
|
(163
|
)
|
|
Total, net of taxes
|
|
$
|
682
|
|
(1)
|
See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.
|
(2)
|
See Note 11 for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost.
|
|
Shares
(1)
|
|
Weighted Average
Grant-Date Fair
Value Per Share
|
|||
RSUs
|
509
|
|
|
$
|
80.86
|
|
Performance shares
|
312
|
|
|
$
|
79.86
|
|
Total
|
821
|
|
|
|
(1)
|
No stock options or cash-settled equity-based awards were granted during the
three months ended March 31, 2014
.
|
Equity-Based Awards (stock-settled)
|
|
||
Performance shares (issued upon vesting)
|
629
|
|
|
RSUs (issued upon vesting)
|
374
|
|
|
Stock options (issued upon exercise)
|
213
|
|
|
ESPP shares (issued upon sale)
|
62
|
|
|
Total Shares Issued
|
1,278
|
|
|
|
|
||
Equity-Based Awards (cash-settled)
|
|
||
Cash-settled SARs (paid upon exercise)
|
$
|
2,030
|
|
Cash-settled RSUs (paid upon vesting)
|
621
|
|
|
Total Cash Payments
|
$
|
2,651
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue
|
|
|
|
|
||||
Engineering, Construction and Maintenance
|
|
$
|
1,968,711
|
|
|
$
|
1,499,776
|
|
Fabrication Services
|
|
630,408
|
|
|
495,048
|
|
||
Technology
|
|
144,076
|
|
|
151,482
|
|
||
Environmental Solutions
|
|
184,937
|
|
|
105,123
|
|
||
Total revenue
|
|
$
|
2,928,132
|
|
|
$
|
2,251,429
|
|
Income From Operations
|
|
|
|
|
||||
Engineering, Construction and Maintenance
|
|
$
|
88,778
|
|
|
$
|
66,533
|
|
Fabrication Services
|
|
40,413
|
|
|
45,024
|
|
||
Technology
|
|
41,171
|
|
|
35,542
|
|
||
Environmental Solutions
|
|
188
|
|
|
671
|
|
||
Total operating groups
|
|
170,550
|
|
|
147,770
|
|
||
Acquisition and integration related costs
|
|
(8,067
|
)
|
|
(61,256
|
)
|
||
Total income from operations
|
|
$
|
162,483
|
|
|
$
|
86,514
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
(In thousands)
|
||||||||||
|
|
2014
|
|
% of
Total |
|
2013
|
|
% of
Total |
||||
New Awards
|
|
|
|
|
|
|
|
|
||||
Engineering, Construction and Maintenance
|
|
$
|
4,924,319
|
|
|
85%
|
|
$
|
1,000,450
|
|
|
52%
|
Fabrication Services
|
|
493,974
|
|
|
8%
|
|
707,706
|
|
|
36%
|
||
Technology
|
|
100,201
|
|
|
2%
|
|
152,748
|
|
|
8%
|
||
Environmental Solutions
|
|
278,995
|
|
|
5%
|
|
85,045
|
|
|
4%
|
||
Total new awards
|
|
$
|
5,797,489
|
|
|
|
|
$
|
1,945,949
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2014
|
|
% of
Total |
|
2013
|
|
% of
Total |
||||
Revenue
|
|
|
|
|
|
|
|
|
||||
Engineering, Construction and Maintenance
|
|
$
|
1,968,711
|
|
|
67%
|
|
$
|
1,499,776
|
|
|
66%
|
Fabrication Services
|
|
630,408
|
|
|
22%
|
|
495,048
|
|
|
22%
|
||
Technology
|
|
144,076
|
|
|
5%
|
|
151,482
|
|
|
7%
|
||
Environmental Solutions
|
|
184,937
|
|
|
6%
|
|
105,123
|
|
|
5%
|
||
Total revenue
|
|
$
|
2,928,132
|
|
|
|
|
$
|
2,251,429
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2014
|
|
% of
Revenue |
|
2013
|
|
% of
Revenue |
||||
Income From Operations
|
|
|
|
|
|
|
|
|
||||
Engineering, Construction and Maintenance
|
|
$
|
88,778
|
|
|
4.5%
|
|
$
|
66,533
|
|
|
4.4%
|
Fabrication Services
|
|
40,413
|
|
|
6.4%
|
|
45,024
|
|
|
9.1%
|
||
Technology
|
|
41,171
|
|
|
28.6%
|
|
35,542
|
|
|
23.5%
|
||
Environmental Solutions
|
|
188
|
|
|
0.1%
|
|
671
|
|
|
0.6%
|
||
Total operating groups
|
|
170,550
|
|
|
5.8%
|
|
147,770
|
|
|
6.6%
|
||
Acquisition and integration related costs
|
|
(8,067
|
)
|
|
|
|
(61,256
|
)
|
|
|
||
Total income from operations
|
|
$
|
162,483
|
|
|
5.5%
|
|
$
|
86,514
|
|
|
3.8%
|
•
|
Series A—Interest due semi-annually at a fixed rate of
4.15%
, with principal of
$150.0 million
due in December 2017
|
•
|
Series B—Interest due semi-annually at a fixed rate of
4.57%
, with principal of
$225.0 million
due in December 2019
|
•
|
Series C—Interest due semi-annually at a fixed rate of
5.15%
, with principal of
$275.0 million
due in December 2022
|
•
|
Series D—Interest due semi-annually at a fixed rate of
5.30%
, with principal of
$150.0 million
due in December 2024
|
|
|
Three Months Ended
|
|
|
||||||||||||||||
|
|
March 31, 2013
|
|
June 30, 2013
|
|
September 30, 2013
|
|
December 31, 2013
|
|
Full Year 2013
|
||||||||||
New Awards
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Engineering, Construction and Maintenance
|
|
$
|
1,000,450
|
|
|
$
|
1,722,966
|
|
|
$
|
1,371,797
|
|
|
$
|
4,035,993
|
|
|
$
|
8,131,206
|
|
Fabrication Services
|
|
707,706
|
|
|
493,431
|
|
|
681,068
|
|
|
799,681
|
|
|
2,681,886
|
|
|||||
Technology
|
|
152,748
|
|
|
107,394
|
|
|
139,764
|
|
|
233,784
|
|
|
633,690
|
|
|||||
Environmental Solutions
|
|
85,045
|
|
|
189,996
|
|
|
305,557
|
|
|
225,590
|
|
|
806,188
|
|
|||||
Total new awards
|
|
$
|
1,945,949
|
|
|
$
|
2,513,787
|
|
|
$
|
2,498,186
|
|
|
$
|
5,295,048
|
|
|
$
|
12,252,970
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Engineering, Construction and Maintenance
|
|
$
|
1,499,776
|
|
|
$
|
1,796,804
|
|
|
$
|
1,907,799
|
|
|
$
|
1,961,360
|
|
|
$
|
7,165,739
|
|
Fabrication Services
|
|
495,048
|
|
|
675,471
|
|
|
707,026
|
|
|
698,052
|
|
|
2,575,597
|
|
|||||
Technology
|
|
151,482
|
|
|
161,300
|
|
|
155,941
|
|
|
130,472
|
|
|
599,195
|
|
|||||
Environmental Solutions
|
|
105,123
|
|
|
217,216
|
|
|
221,284
|
|
|
210,373
|
|
|
753,996
|
|
|||||
Total revenue
|
|
$
|
2,251,429
|
|
|
$
|
2,850,791
|
|
|
$
|
2,992,050
|
|
|
$
|
3,000,257
|
|
|
$
|
11,094,527
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Engineering, Construction and Maintenance
|
|
$
|
66,533
|
|
|
$
|
86,725
|
|
|
$
|
86,382
|
|
|
$
|
110,885
|
|
|
$
|
350,525
|
|
Fabrication Services
|
|
45,024
|
|
|
66,895
|
|
|
72,184
|
|
|
75,647
|
|
|
259,750
|
|
|||||
Technology
|
|
35,542
|
|
|
36,364
|
|
|
44,804
|
|
|
40,125
|
|
|
156,835
|
|
|||||
Environmental Solutions
|
|
671
|
|
|
5,412
|
|
|
4,023
|
|
|
3,029
|
|
|
13,135
|
|
|||||
Total operating groups
|
|
147,770
|
|
|
195,396
|
|
|
207,393
|
|
|
229,686
|
|
|
780,245
|
|
|||||
Acquisition and integration related costs
|
|
(61,256
|
)
|
|
(9,964
|
)
|
|
(5,257
|
)
|
|
(19,260
|
)
|
|
(95,737
|
)
|
|||||
Total income from operations
|
|
$
|
86,514
|
|
|
$
|
185,432
|
|
|
$
|
202,136
|
|
|
$
|
210,426
|
|
|
$
|
684,508
|
|
•
|
Foreign Currency Exchange Rate Derivatives—
We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges are recognized within cost of revenue.
|
•
|
Interest Rate Derivatives—
During the three months ended
March 31, 2014
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$454.5 million
of our remaining
$900.0 million
Term Loan. The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through
March 31, 2014
. Accordingly, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plan (1)(2)
|
|||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
1/1/2014 - 1/31/2014
|
|
112
|
|
|
$
|
74.89
|
|
|
112
|
|
|
10,568
|
|
2/1/2014 - 2/28/2014
|
|
300
|
|
|
$
|
74.38
|
|
|
300
|
|
|
10,268
|
|
3/1/2014 - 3/31/2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10,268
|
|
Total
|
|
412
|
|
|
$
|
74.52
|
|
|
412
|
|
|
10,268
|
|
(1)
|
Table does not include shares withheld for tax purposes or forfeitures under our equity plans.
|
(2)
|
On May 8, 2013, our shareholders authorized us to repurchase up to 10% of our issued share capital (or approximately
10.8 million
shares) through November 8, 2014. However, the number of shares repurchased in the future, if any, and the timing and manner of any repurchases are determined by us in light of prevailing market conditions, our available resources and other factors, including those discussed elsewhere in this Form 10-Q.
|
10.1
(1)
|
|
Third Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(1)
|
|
|
|
31.1
(1)
|
|
Certification Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
(1)
|
|
Certification Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
(1),(2)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
(1),(2)
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
(1),(2)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
(1),(2)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
(1),(2)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
(1),(2)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(1)
|
Filed herewith
|
(2)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the
three months ended March 31, 2014
and
2013
, (ii) the Condensed Consolidated Statements of Comprehensive Income for the
three months ended March 31, 2014
and
2013
, (iii) the Condensed Consolidated Balance Sheets at
March 31, 2014
and
December 31, 2013
, (iv) the Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2014
and
2013
, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the
three months ended March 31, 2014
and
2013
, and (vi) the Notes to Financial Statements.
|
Chicago Bridge & Iron Company N.V.
|
By: Chicago Bridge & Iron Company B.V.
|
Its: Managing Director
|
|
/s/ RONALD A. BALLSCHMIEDE
|
Ronald A. Ballschmiede
|
Managing Director
|
(Principal Financial Officer and Duly Authorized Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Philip K. Asherman
|
Philip K. Asherman
|
Principal Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ronald A. Ballschmiede
|
Ronald A. Ballschmiede
|
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Philip K. Asherman
|
Philip K. Asherman
|
Principal Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Ronald A. Ballschmiede
|
Ronald A. Ballschmiede
|
Principal Financial Officer
|