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x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Title of each class:
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Name of each exchange on which registered:
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Common Stock; Euro .01 par value
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New York Stock Exchange
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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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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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costs incurred in connection with modifications to a contract that may be unapproved by the customer as to scope, schedule, and/or price (“unapproved change orders”);
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•
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unanticipated costs or claims, including costs for project modifications, delays, errors or changes in specifications or designs, regulatory changes or contract termination;
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•
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unanticipated technical problems with the structures, equipment or systems we supply;
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•
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failure to properly estimate costs of engineering, materials, components, equipment, labor or subcontractors;
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•
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changes in the costs of engineering, materials, components, equipment, labor or subcontractors;
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•
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changes in labor conditions, including the availability, wage and productivity of labor;
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•
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productivity and other delays caused by weather conditions;
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•
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failure of our suppliers or subcontractors to perform;
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•
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difficulties in obtaining required governmental permits or approvals;
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•
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changes in laws and regulations; and
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•
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changes in general economic conditions.
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•
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current and projected oil and gas prices;
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•
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exploration, extraction, production and transportation costs;
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•
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the discovery rate, size and location of new oil and gas reserves;
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•
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the sale and expiration dates of leases and concessions;
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•
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local and international political and economic conditions, including war or conflict;
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•
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technological challenges and advances;
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•
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the ability of oil and gas companies to generate capital;
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•
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demand for hydrocarbon production; and
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•
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changing taxes, price controls, and laws and regulations.
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•
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unstable economic conditions in some countries in which we make capital investments, operate or provide services, including Europe, which has experienced recent economic turmoil;
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•
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increased costs, lower revenue and backlog and decreased liquidity resulting from a full or partial break-up of the EU or its currency, the Euro;
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•
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the lack of well-developed legal systems in some countries in which we make capital investments, operate, or provide services, which could make it difficult for us to enforce our rights;
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•
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expropriation of property;
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•
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restrictions on the right to receive dividends from our ventures, convert currency or repatriate funds; and
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•
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political upheaval and international hostilities, including risks of loss due to civil strife, acts of war, guerrilla activities, insurrections and acts of terrorism.
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•
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difficulties in the integration of operations and systems;
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•
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the key personnel and customers of the acquired company may terminate their relationships with the acquired company;
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•
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additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;
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•
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assumption of risks and liabilities (including, for example, environmental-related costs), some of which we may not discover during our due diligence;
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•
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disruption of or insufficient management attention to our ongoing business;
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•
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inability to realize the cost savings or other financial or operational benefits we anticipated; and
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•
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potential requirement for additional equity or debt financing, which may not be available, or if available, may not have favorable terms.
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•
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potential lack of available cash to pay dividends due to general business and economic conditions, net results of acquisitions, changes in our cash requirements, capital spending plans, financing agreements, availability of surplus cash flow or financial position;
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•
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legal and contractual restrictions on the amount of dividends that we may distribute to our shareholders, including but not limited to restrictions under Dutch law; and
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•
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potential inability to receive dividend payments from our subsidiaries at the same level that we have historically. The ability of our subsidiaries to make dividend payments to us is subject to factors similar to those listed above.
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Location
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|
Type of Facility
|
|
Interest
|
|
Operating Group
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Brno, Czech Republic
|
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Engineering office
|
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Leased
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ECM
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Canton, Massachusetts
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Operations office
|
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Leased
|
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ECM, ES
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Charlotte, North Carolina
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Operations office
|
|
Leased
|
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ECM
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Gurgaon, India
|
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Engineering and operations office
|
|
Leased
|
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ECM, Tech
|
Houston, Texas
|
|
Engineering offices
|
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Leased
|
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ECM
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London, England
|
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Engineering office
|
|
Leased
|
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ECM
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Moscow, Russia
|
|
Administrative and operations office
|
|
Leased
|
|
ECM, Tech
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Perth, Australia
|
|
Administrative, engineering and operations office
|
|
Leased
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ECM, FS
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Singapore, Singapore
|
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Administrative and engineering office
|
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Leased
|
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ECM
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The Hague, The Netherlands
(1)
|
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Administrative, engineering and operations office
|
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Leased
|
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ECM, Tech, Corp
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Abu Dhabi, United Arab Emirates
|
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Operations office and fabrication facility
|
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Owned/Leased
|
|
FS
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Al Aujam, Saudi Arabia
|
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Fabrication facility and warehouse
|
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Owned
|
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FS
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Al-Khobar, Saudi Arabia
|
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Administrative and engineering office
|
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Leased
|
|
FS, ECM
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Askar, Bahrain
|
|
Operations office and fabrication facility
|
|
Owned/Leased
|
|
FS
|
Beaumont, Texas
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Clearfield, Utah
|
|
Fabrication facility
|
|
Leased
|
|
FS
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Clive, Iowa
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Dubai, United Arab Emirates
|
|
Administrative, engineering and operations office and warehouse
|
|
Leased
|
|
FS
|
El Dorado, Arkansas
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Fort Saskatchewan, Canada
|
|
Operations office, fabrication facility and warehouse
|
|
Owned
|
|
FS
|
Houston, Texas
|
|
Operations office, fabrication facility, warehouse and distribution facility
|
|
Owned/Leased
|
|
FS
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Kwinana, Australia
|
|
Warehouse
|
|
Owned
|
|
FS, ECM
|
Lake Charles, Louisiana
|
|
Fabrication facility
|
|
Owned/Leased
|
|
FS
|
Laurens, South Carolina
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Matamoros, Mexico
|
|
Fabrication facility
|
|
Owned
|
|
FS
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New Brunswick, New Jersey
|
|
Fabrication and distribution facility
|
|
Leased
|
|
FS
|
Niagara-on-the-Lake, Canada
|
|
Engineering office
|
|
Leased
|
|
FS
|
Plainfield, Illinois
|
|
Engineering and operations office
|
|
Leased
|
|
FS
|
Sattahip, Thailand
|
|
Operations office and fabrication facility
|
|
Leased
|
|
FS
|
Sherwood Park, Canada
|
|
Administrative and operations office
|
|
Leased
|
|
FS
|
Shreveport, Louisiana
|
|
Fabrication and distribution facilities
|
|
Owned
|
|
FS
|
The Woodlands, Texas
(1)
|
|
Administrative and operations office
|
|
Owned
|
|
FS, ECM, Tech, Corp
|
Walker, Louisiana
|
|
Operations office, fabrication facility and warehouse
|
|
Owned
|
|
FS
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Beijing, China
|
|
Administrative office
|
|
Leased
|
|
Tech
|
Bloomfield, New Jersey
|
|
Operations office
|
|
Leased
|
|
Tech
|
Ludwigshafen, Germany
|
|
Research and development office
|
|
Leased
|
|
Tech
|
Mannheim, Germany
|
|
Operations office
|
|
Leased
|
|
Tech
|
Pasadena, Texas
|
|
Research and development office and manufacturing facility
|
|
Owned
|
|
Tech
|
Tyler, Texas
|
|
Engineering and operations office
|
|
Owned
|
|
Tech
|
Alexandria, Virginia
|
|
Operations office
|
|
Leased
|
|
ES
|
Baton Rouge, Louisiana
|
|
Engineering and operations offices
|
|
Leased
|
|
ES, ECM, FS
|
Findlay, Ohio
|
|
Operations office and warehouse
|
|
Leased
|
|
ES
|
Greenwood Village, Colorado
|
|
Operations office
|
|
Leased
|
|
ES
|
Knoxville, Tennessee
|
|
Operations office
|
|
Leased
|
|
ES
|
Monroeville, Pennsylvania
|
|
Operations office
|
|
Leased
|
|
ES
|
Trenton, New Jersey
|
|
Operations office
|
|
Leased
|
|
ES
|
(1)
|
In addition to being utilized by the operating groups referenced above, our office in The Hague, The Netherlands serves as our corporate headquarters and our office in The Woodlands, Texas serves as our administrative headquarters.
|
|
|
Range of Common Stock Prices
|
|
Dividends
|
||||||||||||
|
|
High
|
|
Low
|
|
Close
|
|
Per Share
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
58.21
|
|
|
$
|
37.37
|
|
|
$
|
41.98
|
|
|
$
|
0.07
|
|
Third Quarter
|
|
$
|
70.27
|
|
|
$
|
57.54
|
|
|
$
|
57.85
|
|
|
$
|
0.07
|
|
Second Quarter
|
|
$
|
89.22
|
|
|
$
|
64.67
|
|
|
$
|
68.20
|
|
|
$
|
0.07
|
|
First Quarter
|
|
$
|
87.41
|
|
|
$
|
70.76
|
|
|
$
|
87.15
|
|
|
$
|
0.07
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
83.17
|
|
|
$
|
67.09
|
|
|
$
|
83.14
|
|
|
$
|
0.05
|
|
Third Quarter
|
|
$
|
68.09
|
|
|
$
|
57.73
|
|
|
$
|
67.77
|
|
|
$
|
0.05
|
|
Second Quarter
|
|
$
|
64.91
|
|
|
$
|
50.41
|
|
|
$
|
59.66
|
|
|
$
|
0.05
|
|
First Quarter
|
|
$
|
62.73
|
|
|
$
|
46.34
|
|
|
$
|
62.10
|
|
|
$
|
0.05
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding securities
reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
750
|
|
|
$
|
21.37
|
|
|
7,574
|
|
Equity compensation plans not approved by security holders
(1)
|
|
133
|
|
|
$
|
40.99
|
|
|
1,383
|
|
Total
|
|
883
|
|
|
$
|
24.33
|
|
|
8,957
|
|
(1)
|
Associated with The Shaw 2008 Omnibus Incentive Plan that was approved by Shaw shareholders and subsequently acquired as part of the Shaw Acquisition.
|
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)
|
|||||
12/1/2014 - 12/31/2014
|
|
500
|
|
|
$
|
38.07
|
|
|
500
|
|
|
10,160
|
|
(1)
|
Table does not include shares withheld for tax purpose or forfeitures under our equity plans.
|
(2)
|
On April 30, 2014, our shareholders extended the authorization for us to repurchase up to 10% of our issued share capital (or approximately
10.8 million
shares based on the number of shares currently outstanding) through October 30, 2015. 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 Annual Report on Form 10-K.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
(1)
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In thousands, except per share and employee data)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
12,974,930
|
|
|
$
|
11,094,527
|
|
|
$
|
5,485,206
|
|
|
$
|
4,550,542
|
|
|
$
|
3,642,318
|
|
Cost of revenue
|
|
11,508,521
|
|
|
9,895,517
|
|
|
4,786,499
|
|
|
3,980,306
|
|
|
3,150,255
|
|
|||||
Gross profit
|
|
$
|
1,466,409
|
|
|
$
|
1,199,010
|
|
|
$
|
698,707
|
|
|
$
|
570,236
|
|
|
$
|
492,063
|
|
Selling and administrative expense
|
|
405,208
|
|
|
379,485
|
|
|
227,948
|
|
|
205,550
|
|
|
185,213
|
|
|||||
Intangibles amortization
|
|
66,506
|
|
|
61,111
|
|
|
22,613
|
|
|
26,302
|
|
|
23,690
|
|
|||||
Equity earnings
|
|
(25,225
|
)
|
|
(23,474
|
)
|
|
(17,931
|
)
|
|
(16,887
|
)
|
|
(19,464
|
)
|
|||||
Other operating (income) expense, net
(2)
|
|
(2,373
|
)
|
|
1,643
|
|
|
(566
|
)
|
|
74
|
|
|
(636
|
)
|
|||||
Acquisition and integration related costs
(3)
|
|
39,685
|
|
|
95,737
|
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|||||
Income from operations
|
|
$
|
982,608
|
|
|
$
|
684,508
|
|
|
$
|
455,643
|
|
|
$
|
355,197
|
|
|
$
|
303,260
|
|
Interest expense
|
|
(83,590
|
)
|
|
(87,578
|
)
|
|
(19,606
|
)
|
|
(11,030
|
)
|
|
(16,686
|
)
|
|||||
Interest income
|
|
8,524
|
|
|
6,930
|
|
|
8,029
|
|
|
7,796
|
|
|
4,955
|
|
|||||
Income before taxes
|
|
$
|
907,542
|
|
|
$
|
603,860
|
|
|
$
|
444,066
|
|
|
$
|
351,963
|
|
|
$
|
291,529
|
|
Income tax expense
(4)
|
|
(271,417
|
)
|
|
(91,270
|
)
|
|
(127,003
|
)
|
|
(96,765
|
)
|
|
(79,966
|
)
|
|||||
Net income
|
|
$
|
636,125
|
|
|
$
|
512,590
|
|
|
$
|
317,063
|
|
|
$
|
255,198
|
|
|
$
|
211,563
|
|
Less: Net income attributable to noncontrolling interests
|
|
(92,518
|
)
|
|
(58,470
|
)
|
|
(15,408
|
)
|
|
(166
|
)
|
|
(7,004
|
)
|
|||||
Net income attributable to CB&I
|
|
$
|
543,607
|
|
|
$
|
454,120
|
|
|
$
|
301,655
|
|
|
$
|
255,032
|
|
|
$
|
204,559
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to CB&I per share — basic
|
|
$
|
5.03
|
|
|
$
|
4.29
|
|
|
$
|
3.12
|
|
|
$
|
2.60
|
|
|
$
|
2.08
|
|
Net income attributable to CB&I per share — diluted
|
|
$
|
4.98
|
|
|
$
|
4.23
|
|
|
$
|
3.07
|
|
|
$
|
2.55
|
|
|
$
|
2.04
|
|
Cash dividends per share
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
4,195,231
|
|
|
$
|
4,226,468
|
|
|
$
|
926,711
|
|
|
$
|
926,393
|
|
|
$
|
938,855
|
|
Total assets
|
|
$
|
9,381,031
|
|
|
$
|
9,389,593
|
|
|
$
|
4,329,675
|
|
|
$
|
3,279,349
|
|
|
$
|
2,909,534
|
|
Long-term debt
|
|
$
|
1,564,158
|
|
|
$
|
1,625,000
|
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Total shareholders’ equity
|
|
$
|
2,876,303
|
|
|
$
|
2,507,438
|
|
|
$
|
1,396,310
|
|
|
$
|
1,196,430
|
|
|
$
|
1,083,845
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from operations percentage
|
|
7.6
|
%
|
|
6.2
|
%
|
|
8.3
|
%
|
|
7.8
|
%
|
|
8.3
|
%
|
|||||
Depreciation and amortization
|
|
$
|
181,398
|
|
|
$
|
180,026
|
|
|
$
|
66,421
|
|
|
$
|
70,184
|
|
|
$
|
72,885
|
|
Capital expenditures
|
|
$
|
117,624
|
|
|
$
|
90,492
|
|
|
$
|
72,279
|
|
|
$
|
40,945
|
|
|
$
|
24,089
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New awards
(5)
|
|
$
|
16,265,273
|
|
|
$
|
12,252,970
|
|
|
$
|
7,305,970
|
|
|
$
|
6,807,715
|
|
|
$
|
3,361,127
|
|
Backlog
(5)
|
|
$
|
30,363,269
|
|
|
$
|
27,794,212
|
|
|
$
|
10,928,818
|
|
|
$
|
8,968,206
|
|
|
$
|
6,906,633
|
|
Number of employees:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaried
|
|
22,900
|
|
|
21,400
|
|
|
9,400
|
|
|
9,600
|
|
|
6,600
|
|
|||||
Hourly and craft
|
|
31,500
|
|
|
34,500
|
|
|
17,400
|
|
|
8,600
|
|
|
6,000
|
|
(1)
|
Results for 2013 include the impact of the Shaw Acquisition from the Acquisition Closing Date. See Results of Operations within Item 7 for further discussion and quantification of the impact of the Acquisition.
|
(2)
|
Other operating expense (income), net, generally represents losses (gains) associated with the sale or disposition of property and equipment.
|
(3)
|
For
2014
and
2013
, integration related costs primarily related to facility consolidations, including the associated accrued future lease costs for vacated facilities and unutilized capacity, personnel relocation and severance related costs, and systems integration costs. For
2013
and 2012, acquisition related costs primarily related to transaction costs, professional fees, and change-in-control and severance related costs associated with the Shaw Acquisition.
|
(4)
|
Income tax expense for 2013 included a benefit of
$62.8 million
resulting from the reversal of a valuation allowance associated with our United Kingdom ("U.K.") net operating loss deferred tax asset.
|
(5)
|
New awards represent the value of new project commitments received during a given period, as well as scope growth on existing commitments. These commitments are included in backlog until work is performed and revenue is recognized, or until cancellation. Backlog may also fluctuate with currency movements.
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||
|
|
2014
|
|
% of
Total |
|
2013
|
|
% of
Total |
|
2012
|
|
% of
Total |
||||||
New Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
12,322,827
|
|
|
76%
|
|
$
|
8,131,206
|
|
|
66%
|
|
$
|
5,115,271
|
|
|
70%
|
Fabrication Services
|
|
1,816,021
|
|
|
11%
|
|
2,681,886
|
|
|
22%
|
|
1,463,978
|
|
|
20%
|
|||
Technology
|
|
993,569
|
|
|
6%
|
|
633,690
|
|
|
5%
|
|
726,721
|
|
|
10%
|
|||
Environmental Solutions
|
|
1,132,856
|
|
|
7%
|
|
806,188
|
|
|
7%
|
|
—
|
|
|
—%
|
|||
Total new awards
|
|
$
|
16,265,273
|
|
|
|
|
$
|
12,252,970
|
|
|
|
|
$
|
7,305,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2014
|
|
% of
Total |
|
2013
|
|
% of
Total |
|
2012
|
|
% of
Total |
||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
9,001,982
|
|
|
69%
|
|
$
|
7,165,739
|
|
|
65%
|
|
$
|
3,305,377
|
|
|
60%
|
Fabrication Services
|
|
2,521,594
|
|
|
19%
|
|
2,575,597
|
|
|
23%
|
|
1,692,533
|
|
|
31%
|
|||
Technology
|
|
602,513
|
|
|
5%
|
|
599,195
|
|
|
5%
|
|
487,296
|
|
|
9%
|
|||
Environmental Solutions
|
|
848,841
|
|
|
7%
|
|
753,996
|
|
|
7%
|
|
—
|
|
|
—%
|
|||
Total revenue
|
|
$
|
12,974,930
|
|
|
|
|
$
|
11,094,527
|
|
|
|
|
$
|
5,485,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2014
|
|
% of
Revenue |
|
2013
|
|
% of
Revenue |
|
2012
|
|
% of
Revenue |
||||||
Income From Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
560,563
|
|
|
6.2%
|
|
$
|
350,525
|
|
|
4.9%
|
|
$
|
168,467
|
|
|
5.1%
|
Fabrication Services
|
|
234,884
|
|
|
9.3%
|
|
259,750
|
|
|
10.1%
|
|
170,780
|
|
|
10.1%
|
|||
Technology
|
|
187,385
|
|
|
31.1%
|
|
156,835
|
|
|
26.2%
|
|
127,396
|
|
|
26.1%
|
|||
Environmental Solutions
|
|
39,461
|
|
|
4.6%
|
|
13,135
|
|
|
1.7%
|
|
—
|
|
|
—%
|
|||
Total operating groups
|
|
1,022,293
|
|
|
7.9%
|
|
780,245
|
|
|
7.0%
|
|
466,643
|
|
|
8.5%
|
|||
Acquisition and integration related costs
|
|
(39,685
|
)
|
|
|
|
(95,737
|
)
|
|
|
|
(11,000
|
)
|
|
|
|||
Total income from operations
|
|
$
|
982,608
|
|
|
7.6%
|
|
$
|
684,508
|
|
|
6.2%
|
|
$
|
455,643
|
|
|
8.3%
|
•
|
our proportionate share of a $6.2 billion LNG export facility in the U.S (approximately $3.1 billion) that we are executing through a joint venture arrangement,
|
•
|
work scopes we will perform (approximately $900.0 million, combined) for our two U.S. LNG export facility projects that we are executing through our proportionately consolidated joint venture arrangements,
|
•
|
scope increases for our large nuclear and mixed oxide fuel fabrication facility projects in the U.S., and cost-reimbursable refinery project in Colombia and LNG mechanical erection project in the Asia Pacific region
|
•
|
two combined cycle gas turbine power projects in the U.S. (approximately $850.0 million, combined), and
|
•
|
nuclear power plant services in the U.S. (approximately $800.0 million).
|
•
|
our proportionate share of a $6.2 billion LNG export facility in the U.S. (approximately $3.1 billion) that we are executing through a joint venture arrangement,
|
•
|
work scopes we will perform (approximately $900.0 million, combined) for our two U.S. LNG export facility projects that we are executing through our proportionately consolidated joint venture arrangements,
|
•
|
scope increases for our large nuclear and mixed oxide fuel fabrication facility projects in the U.S., and cost-reimbursable refinery project in Colombia and LNG mechanical erection project in the Asia Pacific region (approximately $3.0 billion, combined, including contractual entitlements, unapproved change orders and claims discussed further in Note 17 within Item 8),
|
•
|
two combined cycle gas turbine power projects in the U.S. (approximately $850.0 million, combined),
|
•
|
nuclear power plant services in the U.S. (approximately $800.0 million),
|
•
|
structural, mechanical and piping construction work for an LNG project in the Asia Pacific region (approximately $625.0 million),
|
•
|
engineering and procurement for a clean fuels project in the Middle East (approximately $370.0 million), and
|
•
|
nuclear and petrochemical facility maintenance work in the U.S. (approximately $210.0 million, combined).
|
(In thousands)
|
December 31,
|
|
December 31,
|
|
|
||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Billings in excess of costs and estimated earnings
(1)
|
$
|
(1,426,728
|
)
|
|
$
|
(2,045,603
|
)
|
|
$
|
618,875
|
|
Margin fair value liability for acquired contracts
(2)
|
(558,760
|
)
|
|
(674,648
|
)
|
|
115,888
|
|
|||
Total billings in excess of costs and estimated earnings
|
$
|
(1,985,488
|
)
|
|
$
|
(2,720,251
|
)
|
|
$
|
734,763
|
|
Total costs and estimated earnings in excess of billings
(1)
|
774,644
|
|
|
566,718
|
|
|
207,926
|
|
|||
Contracts in progress, net
|
$
|
(1,210,844
|
)
|
|
$
|
(2,153,533
|
)
|
|
$
|
942,689
|
|
Accounts receivable, net
|
1,306,567
|
|
|
1,385,448
|
|
|
(78,881
|
)
|
|||
Inventory
|
286,155
|
|
|
302,987
|
|
|
(16,832
|
)
|
|||
Accounts payable
|
(1,256,854
|
)
|
|
(1,157,478
|
)
|
|
(99,376
|
)
|
|||
Contract Capital, net
|
$
|
(874,976
|
)
|
|
$
|
(1,622,576
|
)
|
|
$
|
747,600
|
|
(1)
|
Represents our cash position relative to revenue recognized on projects, with (i) billings in excess of costs and estimated earnings representing a liability reflective of future cash expenditures and non-cash earnings, and (ii) costs and estimated earnings in excess of billings representing an asset reflective of future cash receipts.
|
(2)
|
Represents a margin fair value liability associated with long-term contracts acquired in connection with the Shaw Acquisition (see Note 4 within Item 8). The margin fair value liability was approximately
$745.5 million
at the Acquisition Closing Date and is recognized as revenue on a percentage of completion basis as the applicable projects progress. We anticipate the remaining liability will be recognized as revenue over the next
five
to
six
years.
|
•
|
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
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Senior Notes
(1)
|
|
$
|
1,062,888
|
|
|
$
|
38,620
|
|
|
$
|
227,240
|
|
|
$
|
289,790
|
|
|
$
|
507,238
|
|
Term Loan
(2)
|
|
854,486
|
|
|
114,961
|
|
|
739,525
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term debt
(3)
|
|
50,208
|
|
|
7,380
|
|
|
14,761
|
|
|
14,761
|
|
|
13,306
|
|
|||||
Operating leases
(4)
|
|
436,016
|
|
|
109,589
|
|
|
137,833
|
|
|
84,336
|
|
|
104,258
|
|
|||||
Information technology ("IT") obligations
(5)
|
|
36,764
|
|
|
22,412
|
|
|
13,075
|
|
|
1,277
|
|
|
—
|
|
|||||
Self-insurance obligations
(6)
|
|
25,243
|
|
|
25,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations
(7)
|
|
18,545
|
|
|
18,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Postretirement benefit funding obligations
(7)
|
|
2,895
|
|
|
2,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
2,487,045
|
|
|
$
|
339,645
|
|
|
$
|
1,132,434
|
|
|
$
|
390,164
|
|
|
$
|
624,802
|
|
(1)
|
Includes interest accruing on our
$800.0 million
Senior Notes at a weighted average fixed rate of
4.83%
.
|
(2)
|
Includes interest accruing on the remaining
$825.0 million
of our
$1.0 billion
Term Loan at a rate of
1.90%
, inclusive of our interest rate swap.
|
(3)
|
Includes interest accruing on our
$45.2 million
secured (construction equipment) term loan at a fixed rate of
3.26%
.
|
(4)
|
Includes approximately
$9.4 million
of minimum lease payments that are contractually recoverable through our cost-reimbursable projects.
|
(5)
|
Represents commitments for IT technical support and software maintenance contracts.
|
(6)
|
Represents expected
2015
payments associated with our self-insurance programs. Payments beyond one year have not been included as amounts are not determinable.
|
(7)
|
Represents expected
2015
contributions to fund our defined benefit pension and other postretirement plans. Contributions beyond one year have not been included as amounts are not determinable.
|
(8)
|
In the ordinary course of business, we enter into commitments (which are expected to be recovered from our customers) for the purchase of materials and supplies on our projects. We do not enter into long-term purchase commitments on a speculative basis for fixed or minimum quantities.
|
(9)
|
Payments for income tax reserves of
$13.5 million
are not included as the timing of specific tax payments is not determinable.
|
•
|
Fabrication & Manufacturing
- Goodwill associated with the Fabrication and Manufacturing reporting unit was approximately $497.4 million at October 1, 2014, and the fair value of the reporting unit exceeded its net book value by approximately 41%. Key assumptions used in deriving the reporting unit’s fair value included a discount rate of 10%; an earnings before interest, taxes, depreciation and amortization (“EBITDA”) compound annual growth rate (“CAGR”) of approximately 7% from 2015 through 2021; and a terminal growth rate of 2.5%.
|
•
|
Power
- Goodwill associated with the Power reporting unit was approximately $1.9 billion at October 1, 2014, and the fair value of the reporting unit exceeded its net book value by approximately 20%. Key assumptions used in deriving the reporting unit’s fair value included a discount rate of 12%; an EBITDA CAGR of approximately 6% from 2015 through 2021; and a terminal growth rate of 2.5%.
|
•
|
Environmental Solutions
- Goodwill associated with the Environmental Solutions reporting unit was approximately $478.1 million at October 1, 2014, and the fair value of the reporting unit exceeded its net book value by approximately 15%. Key assumptions used in deriving the reporting unit’s fair value included a discount rate of 11%; an EBITDA CAGR of approximately 10.5% from 2015 through 2021; and a terminal growth rate of 2.5%.
|
•
|
Plant Services
- Goodwill associated with the Plant Services reporting unit was approximately $406.5 million at October 1, 2014, and the fair value of the reporting unit exceeded its net book value by approximately 12%. Key assumptions used in deriving the reporting unit’s fair value included a discount rate of 10%; an EBITDA CAGR of approximately 2.5% from 2015 through 2021; and a terminal growth rate of 2.5%.
|
•
|
Other Factors -
The fair value of each of our reporting units is also sensitive to changes in estimated discounts rates. A hypothetical change in a reporting unit’s discount rate of 0.5% would have resulted in a change in the fair value of the reporting unit by approximately 5% to 7%.
|
•
|
Foreign Currency Exchange Rate Derivatives—
We do not engage in currency speculation; however, we utilize foreign currency exchange rate derivatives on an ongoing 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 Accumulated Other Comprehensive Income (“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—
At
December 31, 2014
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$416.6 million
of our outstanding
$825.0 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
December 31, 2014
. Accordingly, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.
|
|
Page
|
/s/ Philip K. Asherman
|
|
/s/ Ronald A. Ballschmiede
|
Philip K. Asherman
|
|
Ronald A. Ballschmiede
|
President and
|
|
Executive Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
12,974,930
|
|
|
$
|
11,094,527
|
|
|
$
|
5,485,206
|
|
Cost of revenue
|
11,508,521
|
|
|
9,895,517
|
|
|
4,786,499
|
|
|||
Gross profit
|
1,466,409
|
|
|
1,199,010
|
|
|
698,707
|
|
|||
Selling and administrative expense
|
405,208
|
|
|
379,485
|
|
|
227,948
|
|
|||
Intangibles amortization
|
66,506
|
|
|
61,111
|
|
|
22,613
|
|
|||
Equity earnings
|
(25,225
|
)
|
|
(23,474
|
)
|
|
(17,931
|
)
|
|||
Other operating (income) expense, net
|
(2,373
|
)
|
|
1,643
|
|
|
(566
|
)
|
|||
Acquisition and integration related costs
|
39,685
|
|
|
95,737
|
|
|
11,000
|
|
|||
Income from operations
|
982,608
|
|
|
684,508
|
|
|
455,643
|
|
|||
Interest expense
|
(83,590
|
)
|
|
(87,578
|
)
|
|
(19,606
|
)
|
|||
Interest income
|
8,524
|
|
|
6,930
|
|
|
8,029
|
|
|||
Income before taxes
|
907,542
|
|
|
603,860
|
|
|
444,066
|
|
|||
Income tax expense
|
(271,417
|
)
|
|
(91,270
|
)
|
|
(127,003
|
)
|
|||
Net income
|
636,125
|
|
|
512,590
|
|
|
317,063
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(92,518
|
)
|
|
(58,470
|
)
|
|
(15,408
|
)
|
|||
Net income attributable to CB&I
|
$
|
543,607
|
|
|
$
|
454,120
|
|
|
$
|
301,655
|
|
Net income attributable to CB&I per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.03
|
|
|
$
|
4.29
|
|
|
$
|
3.12
|
|
Diluted
|
$
|
4.98
|
|
|
$
|
4.23
|
|
|
$
|
3.07
|
|
Cash dividends on shares:
|
|
|
|
|
|
||||||
Amount
|
$
|
30,246
|
|
|
$
|
21,453
|
|
|
$
|
19,394
|
|
Per share
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
636,125
|
|
|
$
|
512,590
|
|
|
$
|
317,063
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment (net of tax of ($43), ($12,601) and ($3,322))
|
(99,391
|
)
|
|
(24,854
|
)
|
|
7,659
|
|
|||
Change in unrealized fair value of cash flow hedges (net of tax of $1,171, $112 and ($442))
|
(4,484
|
)
|
|
1,475
|
|
|
1,093
|
|
|||
Change in unrecognized prior service pension credits/costs (net of tax of ($730), $120 and $140)
|
2,354
|
|
|
(523
|
)
|
|
(539
|
)
|
|||
Change in unrecognized actuarial pension gains/losses (net of tax of $22,793, $5,235 and $13,377)
|
(53,127
|
)
|
|
4,884
|
|
|
(45,311
|
)
|
|||
Comprehensive income
|
481,477
|
|
|
493,572
|
|
|
279,965
|
|
|||
Net income attributable to noncontrolling interests (net of tax of ($2,877), ($2,266) and $400)
|
(92,518
|
)
|
|
(58,470
|
)
|
|
(15,408
|
)
|
|||
Change in cumulative translation adjustment attributable to noncontrolling interests (net of tax of $0, $0 and $0)
|
12,184
|
|
|
117
|
|
|
(2,782
|
)
|
|||
Comprehensive income attributable to CB&I
|
$
|
401,143
|
|
|
$
|
435,219
|
|
|
$
|
261,775
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Cash and cash equivalents ($191,464 and $153,485 related to variable interest entities ("VIEs"))
|
$
|
351,323
|
|
|
$
|
420,502
|
|
Accounts receivable, net ($235,018 and $151,241 related to VIEs)
|
1,306,567
|
|
|
1,385,448
|
|
||
Inventory (Note 5)
|
286,155
|
|
|
302,987
|
|
||
Costs and estimated earnings in excess of billings ($29,677 and $59,092 related to VIEs) (Note 2)
|
774,644
|
|
|
566,718
|
|
||
Deferred income taxes (Note 16)
|
572,987
|
|
|
555,589
|
|
||
Other current assets ($104,447 and $31,487 related to VIEs)
|
238,783
|
|
|
158,321
|
|
||
Total current assets
|
3,530,459
|
|
|
3,389,565
|
|
||
Equity investments (Note 7)
|
107,984
|
|
|
101,754
|
|
||
Property and equipment, net ($21,868 and $24,655 related to VIEs) (Note 8)
|
771,651
|
|
|
788,797
|
|
||
Deferred income taxes (Note 16)
|
89,196
|
|
|
110,142
|
|
||
Goodwill (Note 6)
|
4,195,231
|
|
|
4,226,468
|
|
||
Other intangibles, net (Note 6)
|
556,454
|
|
|
627,723
|
|
||
Other non-current assets
|
130,056
|
|
|
145,144
|
|
||
Total assets
|
$
|
9,381,031
|
|
|
$
|
9,389,593
|
|
Liabilities
|
|
|
|
||||
Revolving facility and other short-term borrowings (Note 10)
|
$
|
164,741
|
|
|
$
|
115,000
|
|
Current maturities of long-term debt (Note 10)
|
105,997
|
|
|
100,000
|
|
||
Accounts payable ($279,597 and $200,721 related to VIEs)
|
1,256,854
|
|
|
1,157,478
|
|
||
Other current liabilities (Note 8)
|
804,294
|
|
|
699,506
|
|
||
Billings in excess of costs and estimated earnings ($282,351 and $29,670 related to VIEs) (Note 2)
|
1,985,488
|
|
|
2,720,251
|
|
||
Deferred income taxes (Note 16)
|
4,856
|
|
|
5,389
|
|
||
Total current liabilities
|
4,322,230
|
|
|
4,797,624
|
|
||
Long-term debt (Note 10)
|
1,564,158
|
|
|
1,625,000
|
|
||
Other non-current liabilities (Note 8)
|
450,626
|
|
|
387,555
|
|
||
Deferred income taxes (Note 16)
|
167,714
|
|
|
71,976
|
|
||
Total liabilities
|
6,504,728
|
|
|
6,882,155
|
|
||
Commitments and contingencies (Note 13)
|
—
|
|
|
—
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 108,407 and 107,857; shares outstanding: 107,806 and 107,478
|
1,283
|
|
|
1,275
|
|
||
Additional paid-in capital
|
776,864
|
|
|
753,742
|
|
||
Retained earnings
|
2,246,770
|
|
|
1,733,409
|
|
||
Treasury stock, at cost: 601 and 379 shares
|
(24,428
|
)
|
|
(23,914
|
)
|
||
Accumulated other comprehensive loss (Note 14)
|
(262,397
|
)
|
|
(119,933
|
)
|
||
Total CB&I shareholders’ equity
|
2,738,092
|
|
|
2,344,579
|
|
||
Noncontrolling interests
|
138,211
|
|
|
162,859
|
|
||
Total shareholders’ equity
|
2,876,303
|
|
|
2,507,438
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,381,031
|
|
|
$
|
9,389,593
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
636,125
|
|
|
$
|
512,590
|
|
|
$
|
317,063
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
181,398
|
|
|
180,026
|
|
|
66,421
|
|
|||
Deferred taxes
|
138,847
|
|
|
48,553
|
|
|
63,402
|
|
|||
Stock-based compensation expense
|
65,588
|
|
|
63,315
|
|
|
41,000
|
|
|||
Equity earnings
|
(25,225
|
)
|
|
(23,474
|
)
|
|
(17,931
|
)
|
|||
Gain on property and equipment transactions
|
(2,373
|
)
|
|
(2,531
|
)
|
|
(566
|
)
|
|||
Unrealized loss (gain) on foreign currency hedge ineffectiveness
|
8,551
|
|
|
(1,317
|
)
|
|
3,838
|
|
|||
Excess tax benefits from stock-based compensation
|
(15,282
|
)
|
|
(12,404
|
)
|
|
(18,467
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in receivables, net
|
78,881
|
|
|
(154,143
|
)
|
|
(258,132
|
)
|
|||
Change in contracts in progress, net
|
(942,689
|
)
|
|
(619,336
|
)
|
|
(222,133
|
)
|
|||
Decrease in inventory
|
16,832
|
|
|
1,504
|
|
|
2,339
|
|
|||
Increase (decrease) in accounts payable
|
99,376
|
|
|
(43,491
|
)
|
|
135,755
|
|
|||
Decrease in other current and non-current assets
|
6,155
|
|
|
65,500
|
|
|
19,365
|
|
|||
(Decrease) increase in other current and non-current liabilities
|
(20,247
|
)
|
|
(146,214
|
)
|
|
59,118
|
|
|||
Decrease in equity investments
|
17,034
|
|
|
33,984
|
|
|
20,286
|
|
|||
Change in other, net
|
21,076
|
|
|
(15,398
|
)
|
|
(8,854
|
)
|
|||
Net cash provided by (used in) operating activities
|
264,047
|
|
|
(112,836
|
)
|
|
202,504
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Acquisitions, net of unrestricted cash acquired of $1,137,927
|
—
|
|
|
(1,774,158
|
)
|
|
—
|
|
|||
Capital expenditures
|
(117,624
|
)
|
|
(90,492
|
)
|
|
(72,279
|
)
|
|||
Advances to partners of proportionately consolidated ventures
|
(71,158
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
14,117
|
|
|
11,180
|
|
|
5,494
|
|
|||
Change in other, net
|
(7,612
|
)
|
|
28,161
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(182,277
|
)
|
|
(1,825,309
|
)
|
|
(66,785
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Revolving facility and other short-term borrowings, net
|
49,741
|
|
|
115,000
|
|
|
—
|
|
|||
Long-term borrowings
|
48,081
|
|
|
1,000,000
|
|
|
—
|
|
|||
Senior note borrowings
|
—
|
|
|
—
|
|
|
800,000
|
|
|||
Advances from proportionately consolidated ventures
|
108,658
|
|
|
—
|
|
|
—
|
|
|||
Cash deposited into restricted cash
|
—
|
|
|
—
|
|
|
(800,000
|
)
|
|||
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 long-term debt
|
(102,926
|
)
|
|
(75,000
|
)
|
|
(40,000
|
)
|
|||
Excess tax benefits from stock-based compensation
|
15,282
|
|
|
12,404
|
|
|
18,467
|
|
|||
Purchase of treasury stock
|
(85,903
|
)
|
|
(36,352
|
)
|
|
(123,255
|
)
|
|||
Issuance of stock
|
26,772
|
|
|
34,940
|
|
|
11,325
|
|
|||
Dividends paid
|
(30,246
|
)
|
|
(21,453
|
)
|
|
(19,394
|
)
|
|||
Distributions to noncontrolling interests
|
(104,982
|
)
|
|
(19,527
|
)
|
|
(8,329
|
)
|
|||
Revolving facility and deferred financing costs
|
—
|
|
|
(32,528
|
)
|
|
(12,925
|
)
|
|||
Net cash (used in) provided by financing activities
|
(75,523
|
)
|
|
1,732,812
|
|
|
(174,111
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(75,426
|
)
|
|
(17,560
|
)
|
|
9,976
|
|
|||
Decrease in cash and cash equivalents
|
(69,179
|
)
|
|
(222,893
|
)
|
|
(28,416
|
)
|
|||
Cash and cash equivalents, beginning of the year
|
420,502
|
|
|
643,395
|
|
|
671,811
|
|
|||
Cash and cash equivalents, end of the year
|
$
|
351,323
|
|
|
$
|
420,502
|
|
|
$
|
643,395
|
|
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
74,267
|
|
|
$
|
91,607
|
|
|
$
|
6,866
|
|
Cash paid (received) for income taxes, net
|
$
|
167,277
|
|
|
$
|
(46,236
|
)
|
|
$
|
66,385
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Stock Held in Trust
|
|
Treasury Stock
|
|
(Note 14)
Accumulated
Other
Comprehensive
|
|
Non -
controlling
|
|
Total
Shareholders’
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Interests
|
|
Equity
|
|||||||||||||||||||
(In thousands, except per share data)
|
||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2011
|
97,596
|
|
|
$
|
1,190
|
|
|
$
|
371,669
|
|
|
$
|
1,018,481
|
|
|
752
|
|
|
$
|
(9,788
|
)
|
|
3,927
|
|
|
$
|
(142,666
|
)
|
|
$
|
(61,152
|
)
|
|
$
|
18,696
|
|
|
$
|
1,196,430
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
301,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,408
|
|
|
317,063
|
|
||||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,877
|
|
|
2,782
|
|
|
7,659
|
|
||||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
1,093
|
|
||||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(539
|
)
|
|
—
|
|
|
(539
|
)
|
||||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,311
|
)
|
|
—
|
|
|
(45,311
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,329
|
)
|
|
(8,329
|
)
|
||||||||
Dividends paid ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,394
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
41,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,000
|
|
||||||||
Release of trust shares
|
—
|
|
|
—
|
|
|
(1,722
|
)
|
|
—
|
|
|
(436
|
)
|
|
6,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,035
|
|
||||||||
Purchase of treasury stock
|
(2,779
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,779
|
|
|
(123,255
|
)
|
|
—
|
|
|
—
|
|
|
(123,255
|
)
|
||||||||
Issuance of stock
|
2,018
|
|
|
—
|
|
|
(47,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,018
|
)
|
|
72,388
|
|
|
—
|
|
|
—
|
|
|
24,858
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
454,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,470
|
|
|
512,590
|
|
||||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,737
|
)
|
|
(117
|
)
|
|
(24,854
|
)
|
||||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,475
|
|
|
—
|
|
|
1,475
|
|
||||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(523
|
)
|
|
—
|
|
|
(523
|
)
|
||||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,884
|
|
|
—
|
|
|
4,884
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,527
|
)
|
|
(19,527
|
)
|
||||||||
Dividends paid ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,453
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,453
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
63,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,315
|
|
||||||||
The Shaw Acquisition
|
8,893
|
|
|
85
|
|
|
388,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,559
|
)
|
|
100,125
|
|
|
—
|
|
|
95,476
|
|
|
584,286
|
|
||||||||
Issuance of treasury stock to trust
|
98
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
98
|
|
|
(5,245
|
)
|
|
(98
|
)
|
|
4,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Release of trust shares
|
(15
|
)
|
|
—
|
|
|
(3,355
|
)
|
|
—
|
|
|
(414
|
)
|
|
8,276
|
|
|
15
|
|
|
(856
|
)
|
|
—
|
|
|
—
|
|
|
4,065
|
|
||||||||
Purchase of treasury stock
|
(613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
(36,352
|
)
|
|
—
|
|
|
—
|
|
|
(36,352
|
)
|
||||||||
Issuance of stock
|
2,280
|
|
|
—
|
|
|
(59,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,280
|
)
|
|
102,353
|
|
|
—
|
|
|
—
|
|
|
43,222
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
543,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,518
|
|
|
636,125
|
|
||||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,207
|
)
|
|
(12,184
|
)
|
|
(99,391
|
)
|
||||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,484
|
)
|
|
—
|
|
|
(4,484
|
)
|
||||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
|
—
|
|
|
2,354
|
|
||||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,127
|
)
|
|
—
|
|
|
(53,127
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,982
|
)
|
|
(104,982
|
)
|
||||||||
Dividends paid ($0.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,246
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,246
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
65,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,588
|
|
||||||||
Issuance to treasury stock
|
—
|
|
|
8
|
|
|
40,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|
(40,826
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Purchase of treasury stock
|
(1,369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,369
|
|
|
(85,903
|
)
|
|
—
|
|
|
—
|
|
|
(85,903
|
)
|
||||||||
Issuance of stock
|
1,697
|
|
|
—
|
|
|
(83,284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,697
|
)
|
|
126,215
|
|
|
—
|
|
|
—
|
|
|
42,931
|
|
||||||||
Balance at December 31, 2014
|
107,806
|
|
|
$
|
1,283
|
|
|
$
|
776,864
|
|
|
$
|
2,246,770
|
|
|
—
|
|
|
$
|
—
|
|
|
601
|
|
|
$
|
(24,428
|
)
|
|
$
|
(262,397
|
)
|
|
$
|
138,211
|
|
|
$
|
2,876,303
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Costs and estimated earnings on contracts in progress
|
|
$
|
20,119,444
|
|
|
$
|
26,052,767
|
|
|
$
|
16,694,373
|
|
|
$
|
23,377,143
|
|
Billings on contracts in progress
|
|
(19,344,800
|
)
|
|
(27,479,495
|
)
|
|
(16,127,655
|
)
|
|
(25,422,746
|
)
|
||||
Margin fair value liability for acquired contracts
(1)
|
|
—
|
|
|
(558,760
|
)
|
|
—
|
|
|
(674,648
|
)
|
||||
Contracts in Progress, net
|
|
$
|
774,644
|
|
|
$
|
(1,985,488
|
)
|
|
$
|
566,718
|
|
|
$
|
(2,720,251
|
)
|
(1)
|
The balance represents a margin fair value liability associated with long-term contracts acquired in connection with our acquisition of The Shaw Group Inc. ("Shaw") (the "Shaw Acquisition" or the "Acquisition") on
February 13, 2013
(the "Acquisition Closing Date") (see Note 4). The margin fair value liability was approximately $
745,500
at the Acquisition Closing Date and is recognized as revenue on a POC basis as the applicable projects progress. We anticipate the remaining liability will be recognized as revenue over the next
five
to
six
years. Revenue and the related income from operations recognized during
2014
and
2013
was approximately $
115,900
and $
70,800
, respectively.
|
•
|
Foreign Currency Exchange Rate Derivatives
—We do not engage in currency speculation; however, we utilize foreign currency exchange rate derivatives on an ongoing 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
—At
December 31, 2014
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$416,625
of our outstanding
$825,000
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
December 31, 2014
. Accordingly, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Pro forma revenue
|
$
|
11,583,997
|
|
|
$
|
10,858,142
|
|
Pro forma net income attributable to CB&I
|
$
|
529,942
|
|
|
$
|
354,908
|
|
Pro forma net income attributable to CB&I per share:
|
|
|
|
||||
Basic
|
$
|
4.95
|
|
|
$
|
3.36
|
|
Diluted
|
$
|
4.88
|
|
|
$
|
3.31
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw materials
|
$
|
162,451
|
|
|
$
|
184,586
|
|
Work in process
|
38,232
|
|
|
31,764
|
|
||
Finished goods
|
85,472
|
|
|
86,637
|
|
||
Total
|
$
|
286,155
|
|
|
$
|
302,987
|
|
|
Engineering, Construction and Maintenance
|
|
Fabrication Services
|
|
Technology
|
|
Environmental Solutions
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
447,651
|
|
|
$
|
48,224
|
|
|
$
|
430,836
|
|
|
$
|
—
|
|
|
$
|
926,711
|
|
Shaw Acquisition
|
2,315,340
|
|
|
497,368
|
|
|
—
|
|
|
483,822
|
|
|
3,296,530
|
|
|||||
Amortization of tax goodwill in excess of book goodwill
|
(4,135
|
)
|
|
(318
|
)
|
|
(2,179
|
)
|
|
—
|
|
|
(6,632
|
)
|
|||||
Foreign currency translation and other
|
9,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,859
|
|
|||||
Balance at December 31, 2013
|
$
|
2,768,715
|
|
|
$
|
545,274
|
|
|
$
|
428,657
|
|
|
$
|
483,822
|
|
|
$
|
4,226,468
|
|
Amortization of tax goodwill in excess of book goodwill
|
953
|
|
|
141
|
|
|
(2,694
|
)
|
|
—
|
|
|
(1,600
|
)
|
|||||
Foreign currency translation and other
|
(23,937
|
)
|
|
—
|
|
|
—
|
|
|
(5,700
|
)
|
|
(29,637
|
)
|
|||||
Balance at December 31, 2014
|
$
|
2,745,731
|
|
|
$
|
545,415
|
|
|
$
|
425,963
|
|
|
$
|
478,122
|
|
|
$
|
4,195,231
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Weighted Average Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
Backlog and customer relationships
|
16 Years
|
|
$
|
380,586
|
|
|
$
|
(71,257
|
)
|
|
$
|
380,586
|
|
|
$
|
(33,735
|
)
|
Process technologies
|
15 Years
|
|
287,459
|
|
|
(105,646
|
)
|
|
295,726
|
|
|
(90,282
|
)
|
||||
Tradenames
|
10 Years
|
|
85,613
|
|
|
(20,301
|
)
|
|
86,042
|
|
|
(11,126
|
)
|
||||
Lease agreements
(1)
|
6 Years
|
|
—
|
|
|
—
|
|
|
7,718
|
|
|
(7,627
|
)
|
||||
Non-compete agreements
(1)
|
7 Years
|
|
—
|
|
|
—
|
|
|
3,012
|
|
|
(2,591
|
)
|
||||
Total
(2)
|
15 Years
|
|
$
|
753,658
|
|
|
$
|
(197,204
|
)
|
|
$
|
773,084
|
|
|
$
|
(145,361
|
)
|
(1)
|
Lease agreement and non-compete intangibles became fully amortized during
2014
and were therefore removed from the
December 31, 2014
gross carrying and accumulated amortization balances above.
|
(2)
|
The decrease in other intangibles, net during
2014
primarily related to amortization expense of
$66,506
and the impact of foreign currency translation. Amortization expense for our intangibles existing at
December 31, 2014
is anticipated to be approximately
$61,500
,
$55,100
,
$46,000
,
$44,400
and
$42,300
for
2015
,
2016
,
2017
,
2018
and
2019
, respectively.
|
•
|
CB&I/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 venture project value is approximately
$2,600,000
. In addition, we have subcontract and risk sharing arrangements with Chiyoda to support our responsibilities to the venture. The costs of these arrangements are recorded in cost of revenue.
|
•
|
CB&I/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 venture project value is approximately
$3,100,000
.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
CB&I/Zachry
|
|
|
|
|
||||
Current assets
(1)
|
|
$
|
85,484
|
|
|
$
|
—
|
|
Current liabilities
|
|
$
|
149,891
|
|
|
$
|
—
|
|
CB&I/Chiyoda
|
|
|
|
|
||||
Current assets
(1)
|
|
$
|
102,035
|
|
|
$
|
—
|
|
Current liabilities
|
|
$
|
124,367
|
|
|
$
|
—
|
|
(1)
|
Our venture arrangements allow for excess working capital of the ventures to be advanced to the venture partners. Such advances are returned to the venture for working capital needs as necessary. Accordingly, at a reporting period end a venture may have advances to its partners which are reflected as an advance receivable within current assets of the venture. At December 31, 2014, current assets for the CB&I/Zachry venture includes approximately $
71,200
related to our proportionate share of advances from the venture to our venture partner. Such amounts are reflected within other current assets on the Balance Sheet. In addition, as summarized in Note 8, other current liabilities on the Balance Sheet includes approximately $
108,700
related to advances to CB&I from the CB&I/Zachary and CB&I/Chiyoda ventures.
|
•
|
Chevron-Lummus Global ("CLG")—
We have a venture with Chevron (CB&I—
50%
/ Chevron—
50%
), which provides licenses, engineering services and catalyst, primarily for the refining industry. 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 venture with Exelon and 8 Rivers Capital (CB&I—
33.3%
/ Exelon—
33.3%
/ 8 Rivers Capital—
33.3%
), which was formed for the purpose of developing, commercializing and monetizing a new natural gas power system that produces zero atmospheric emissions, including carbon dioxide. NET Power is building a first-of-its-kind demonstration plant which will be funded by contributions and services from the venture partners and other parties. Our cash commitment for NET Power totals
$47,300
and at
December 31, 2014
, we had cumulatively invested cash of approximately
$11,700
.
|
•
|
CB&I/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 venture project value is approximately
$5,000,000
.
|
•
|
CB&I/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 venture project value is approximately
$2,000,000
and the project was substantially complete at
December 31, 2014
.
|
•
|
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 venture project value is approximately
$5,000,000
.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
CB&I/Kentz
|
|
|
|
|
||||
Current assets
|
|
$
|
220,930
|
|
|
$
|
156,974
|
|
Current liabilities
|
|
$
|
196,277
|
|
|
$
|
72,741
|
|
CB&I/Clough
|
|
|
|
|
||||
Current assets
|
|
$
|
33,098
|
|
|
$
|
122,179
|
|
Current liabilities
|
|
$
|
6,408
|
|
|
$
|
48,933
|
|
CB&I/AREVA
|
|
|
|
|
||||
Current assets
|
|
$
|
27,006
|
|
|
$
|
34,547
|
|
Current liabilities
|
|
$
|
73,124
|
|
|
$
|
98,478
|
|
All Other
(1)
|
|
|
|
|
||||
Current assets
|
|
$
|
97,360
|
|
|
$
|
83,370
|
|
Non-current assets
|
|
$
|
22,045
|
|
|
$
|
24,802
|
|
Total assets
|
|
$
|
119,405
|
|
|
$
|
108,172
|
|
Current liabilities
|
|
$
|
30,126
|
|
|
$
|
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".
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Property and Equipment
|
|
|
|
|
||||
Land and improvements
|
|
$
|
87,085
|
|
|
$
|
90,884
|
|
Buildings and improvements
|
|
405,603
|
|
|
360,720
|
|
||
Plant, field equipment and other
|
|
781,076
|
|
|
733,089
|
|
||
Total property and equipment
|
|
$
|
1,273,764
|
|
|
$
|
1,184,693
|
|
Accumulated depreciation
|
|
(502,113
|
)
|
|
(395,896
|
)
|
||
Property and equipment, net
|
|
$
|
771,651
|
|
|
$
|
788,797
|
|
Other Current Liabilities
|
|
|
|
|
||||
Payroll-related obligations
|
|
$
|
371,764
|
|
|
$
|
336,889
|
|
Advances from proportionately consolidated ventures
(1)
|
|
108,658
|
|
|
—
|
|
||
Income taxes payable
|
|
57,186
|
|
|
91,049
|
|
||
Self-insurance and other insurance reserves
|
|
25,243
|
|
|
24,575
|
|
||
Pension obligations
|
|
2,975
|
|
|
3,284
|
|
||
Postretirement medical benefit obligations
|
|
2,895
|
|
|
3,139
|
|
||
Other
(2)
|
|
235,573
|
|
|
240,570
|
|
||
Other current liabilities
|
|
$
|
804,294
|
|
|
$
|
699,506
|
|
Other Non-Current Liabilities
|
|
|
|
|
||||
Pension obligations
|
|
$
|
173,852
|
|
|
$
|
119,236
|
|
Self-insurance and other insurance reserves
|
|
51,904
|
|
|
51,848
|
|
||
Postretirement medical benefit obligations
|
|
48,563
|
|
|
43,498
|
|
||
Income tax reserves
|
|
13,458
|
|
|
14,281
|
|
||
Other
(3)
|
|
162,849
|
|
|
158,692
|
|
||
Other non-current liabilities
|
|
$
|
450,626
|
|
|
$
|
387,555
|
|
(1)
|
Represents advances from our proportionately consolidated ventures as discussed in Note 7.
|
(2)
|
Represents various accruals that are each individually less than
5%
of total current liabilities, including accruals for non-contract payables, taxes other than income taxes, country-specific employee benefits, operating lease obligations, derivatives, and medical and legal obligations.
|
(3)
|
Represents various accruals that are each individually less than
5%
of total liabilities, including accruals for non-contract payables, taxes other than income taxes, operating lease obligations, deferred rent, and country-specific employee benefits.
|
|
|
Years Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Beginning Balance
|
|
$
|
12,111
|
|
|
$
|
12,752
|
|
Charges
(1)
|
|
14,287
|
|
|
6,804
|
|
||
Shaw Acquisition-related obligations
|
|
—
|
|
|
37,000
|
|
||
Cash payments
|
|
(12,044
|
)
|
|
(44,472
|
)
|
||
Foreign exchange and other
|
|
—
|
|
|
27
|
|
||
Ending Balance
(2)
|
|
$
|
14,354
|
|
|
$
|
12,111
|
|
(1)
|
During
2014
and
2013
, charges of
$14,287
and
$6,804
, respectively, were recognized within acquisition and integration related costs related to facility consolidations and the associated accelerated lease costs for vacated facilities. The charges in
2014
were associated with vacated facilities primarily in our Engineering, Construction and Maintenance and Environmental Solutions operating groups, and the charges in
2013
were associated with vacated facilities in our Engineering, Construction and Maintenance and Technology operating groups.
|
(2)
|
Future cash payments for our existing obligations at
December 31, 2014
are anticipated to be approximately
$6,200
,
$2,100
,
$1,100
,
$1,000
,
$1,000
and
$3,000
in
2015
,
2016
,
2017
,
2018
,
2019
, and thereafter, respectively.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Current
|
|
|
|
|
||||
Revolving facility and other short-term borrowings
|
|
$
|
164,741
|
|
|
$
|
115,000
|
|
Current maturities of long-term debt
|
|
105,997
|
|
|
100,000
|
|
||
Current debt
|
|
$
|
270,738
|
|
|
$
|
215,000
|
|
Long-Term
|
|
|
|
|
||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)
|
|
$
|
825,000
|
|
|
$
|
925,000
|
|
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)
|
|
800,000
|
|
|
800,000
|
|
||
Other long-term debt
|
|
45,155
|
|
|
—
|
|
||
Less: current maturities of long-term debt
|
|
(105,997
|
)
|
|
(100,000
|
)
|
||
Long-term debt
|
|
$
|
1,564,158
|
|
|
$
|
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
December 31, 2014
or
2013
.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
351,323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
351,323
|
|
|
$
|
420,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
420,502
|
|
Derivatives
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
—
|
|
|
852
|
|
|
—
|
|
|
852
|
|
|
—
|
|
|
2,155
|
|
|
—
|
|
|
2,155
|
|
||||||||
Other non-current assets
|
—
|
|
|
2,248
|
|
|
—
|
|
|
2,248
|
|
|
—
|
|
|
4,705
|
|
|
—
|
|
|
4,705
|
|
||||||||
Total assets at fair value
|
$
|
351,323
|
|
|
$
|
3,100
|
|
|
$
|
—
|
|
|
$
|
354,423
|
|
|
$
|
420,502
|
|
|
$
|
6,860
|
|
|
$
|
—
|
|
|
$
|
427,362
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current liabilities
|
$
|
—
|
|
|
$
|
(12,728
|
)
|
|
$
|
—
|
|
|
$
|
(12,728
|
)
|
|
$
|
—
|
|
|
$
|
(3,818
|
)
|
|
$
|
—
|
|
|
$
|
(3,818
|
)
|
Other non-current liabilities
|
—
|
|
|
(1,873
|
)
|
|
—
|
|
|
(1,873
|
)
|
|
—
|
|
|
(450
|
)
|
|
—
|
|
|
(450
|
)
|
||||||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
(14,601
|
)
|
|
$
|
—
|
|
|
$
|
(14,601
|
)
|
|
$
|
—
|
|
|
$
|
(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
|
|
December 31,
2014 |
|
December 31,
2013 |
|
Balance Sheet
Classification
|
|
December 31,
2014 |
|
December 31,
2013 |
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
Other current
and non-current
assets
|
|
$
|
2,258
|
|
|
$
|
3,772
|
|
|
Other current and non-current
liabilities
|
|
$
|
(1,229
|
)
|
|
$
|
(2,233
|
)
|
Foreign currency
|
Other current
and non-current
assets
|
|
39
|
|
|
861
|
|
|
Other current and non-current
liabilities
|
|
(4,996
|
)
|
|
(853
|
)
|
||||
|
|
|
$
|
2,297
|
|
|
$
|
4,633
|
|
|
|
|
$
|
(6,225
|
)
|
|
$
|
(3,086
|
)
|
Derivatives not designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
Other current
and non-current
assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current and non-current
liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency
|
Other current
and non-current
assets
|
|
803
|
|
|
2,227
|
|
|
Other current and non-current
liabilities
|
|
(8,376
|
)
|
|
(1,182
|
)
|
||||
|
|
|
$
|
803
|
|
|
$
|
2,227
|
|
|
|
|
$
|
(8,376
|
)
|
|
$
|
(1,182
|
)
|
Total fair value
|
|
|
$
|
3,100
|
|
|
$
|
6,860
|
|
|
|
|
$
|
(14,601
|
)
|
|
$
|
(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
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
Foreign currency
|
842
|
|
|
—
|
|
|
842
|
|
|
(500
|
)
|
|
—
|
|
|
342
|
|
||||||
Total assets
|
$
|
3,100
|
|
|
$
|
—
|
|
|
$
|
3,100
|
|
|
$
|
(500
|
)
|
|
$
|
—
|
|
|
$
|
2,600
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate
|
$
|
(1,229
|
)
|
|
—
|
|
|
$
|
(1,229
|
)
|
|
—
|
|
|
—
|
|
|
(1,229
|
)
|
||||
Foreign currency
|
(13,372
|
)
|
|
—
|
|
|
(13,372
|
)
|
|
500
|
|
|
—
|
|
|
(12,872
|
)
|
||||||
Total liabilities
|
$
|
(14,601
|
)
|
|
$
|
—
|
|
|
$
|
(14,601
|
)
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
(14,101
|
)
|
|
Amount of Gain (Loss) on Effective
Derivative Portion
|
||||||||||||||
|
Recognized in
OCI
|
|
Reclassified from
AOCI into Earnings
(1)
|
||||||||||||
|
Years Ended December 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
$
|
(2,649
|
)
|
|
$
|
(278
|
)
|
|
$
|
(2,139
|
)
|
|
$
|
(1,817
|
)
|
Foreign currency
|
(4,913
|
)
|
|
228
|
|
|
(1,519
|
)
|
|
1,304
|
|
||||
Total
|
$
|
(7,562
|
)
|
|
$
|
(50
|
)
|
|
$
|
(3,658
|
)
|
|
$
|
(513
|
)
|
(1)
|
Net unrealized losses totaling
$5,414
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
|
||||||
|
Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Derivatives not designated as cash flow hedges
|
|
|
|
||||
Foreign currency
|
$
|
(5,114
|
)
|
|
$
|
2,607
|
|
Total
|
$
|
(5,114
|
)
|
|
$
|
2,607
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
|
$
|
9,113
|
|
|
$
|
6,795
|
|
|
$
|
3,862
|
|
|
$
|
1,037
|
|
|
$
|
1,244
|
|
|
$
|
1,124
|
|
Interest cost
|
|
33,530
|
|
|
31,159
|
|
|
26,623
|
|
|
2,279
|
|
|
2,064
|
|
|
2,571
|
|
||||||
Expected return on plan assets
|
|
(36,577
|
)
|
|
(30,611
|
)
|
|
(23,856
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credits
|
|
(465
|
)
|
|
(466
|
)
|
|
(452
|
)
|
|
—
|
|
|
(266
|
)
|
|
(269
|
)
|
||||||
Recognized net actuarial losses (gains)
|
|
4,649
|
|
|
4,555
|
|
|
2,718
|
|
|
(863
|
)
|
|
(517
|
)
|
|
(348
|
)
|
||||||
Settlement/curtailment
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,841
|
)
|
||||||
Net periodic benefit cost
|
|
$
|
10,250
|
|
|
$
|
11,432
|
|
|
$
|
8,895
|
|
|
$
|
2,453
|
|
|
$
|
2,525
|
|
|
$
|
237
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Projected benefit obligation at beginning of year
|
|
$
|
882,471
|
|
|
$
|
673,686
|
|
|
$
|
46,637
|
|
|
$
|
50,603
|
|
Acquisition
(2)
|
|
—
|
|
|
154,311
|
|
|
—
|
|
|
—
|
|
||||
Service cost
|
|
9,113
|
|
|
6,795
|
|
|
1,037
|
|
|
1,244
|
|
||||
Interest cost
|
|
33,530
|
|
|
31,159
|
|
|
2,279
|
|
|
2,064
|
|
||||
Actuarial loss (gain)
(3)
|
|
153,887
|
|
|
15,767
|
|
|
3,199
|
|
|
(5,242
|
)
|
||||
Plan participants’ contributions
|
|
3,443
|
|
|
3,306
|
|
|
1,625
|
|
|
1,517
|
|
||||
Amendments
|
|
(4,119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(35,945
|
)
|
|
(34,672
|
)
|
|
(3,319
|
)
|
|
(3,549
|
)
|
||||
Currency translation
(4)
|
|
(96,858
|
)
|
|
32,119
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
|
$
|
945,522
|
|
|
$
|
882,471
|
|
|
$
|
51,458
|
|
|
$
|
46,637
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
779,626
|
|
|
$
|
565,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition
(2)
|
|
—
|
|
|
157,591
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
95,294
|
|
|
39,604
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(35,945
|
)
|
|
(34,672
|
)
|
|
(3,319
|
)
|
|
(3,549
|
)
|
||||
Employer contributions
(5)
|
|
19,957
|
|
|
18,908
|
|
|
1,694
|
|
|
2,032
|
|
||||
Plan participants’ contributions
|
|
3,443
|
|
|
3,306
|
|
|
1,625
|
|
|
1,517
|
|
||||
Currency translation
(4)
|
|
(79,156
|
)
|
|
29,182
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
783,219
|
|
|
$
|
779,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
$
|
(162,303
|
)
|
|
$
|
(102,845
|
)
|
|
$
|
(51,458
|
)
|
|
$
|
(46,637
|
)
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Prepaid benefit cost within other non-current assets
|
|
$
|
14,524
|
|
|
$
|
19,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost within other current liabilities
|
|
(2,975
|
)
|
|
(3,284
|
)
|
|
(2,895
|
)
|
|
(3,139
|
)
|
||||
Accrued benefit cost within other non-current liabilities
|
|
(173,852
|
)
|
|
(119,236
|
)
|
|
(48,563
|
)
|
|
(43,498
|
)
|
||||
Net funded status recognized
|
|
$
|
(162,303
|
)
|
|
$
|
(102,845
|
)
|
|
$
|
(51,458
|
)
|
|
$
|
(46,637
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Unrecognized net prior service credits
|
|
$
|
(5,111
|
)
|
|
$
|
(2,026
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net actuarial losses (gains)
|
|
186,838
|
|
|
114,976
|
|
|
(13,360
|
)
|
|
(17,419
|
)
|
||||
Accumulated other comprehensive loss (income), before taxes
(6)
|
|
$
|
181,727
|
|
|
$
|
112,950
|
|
|
$
|
(13,360
|
)
|
|
$
|
(17,419
|
)
|
(1)
|
The settlement/curtailment amount was associated with termination of benefits for our United Kingdom ("U.K.") postretirement plan in 2012.
|
(2)
|
The acquisition amounts include the projected benefit obligation and plan asset balances at the Acquisition Closing Date associated with pension plans acquired in the Shaw Acquisition.
|
(3)
|
The actuarial pension plan loss for
2014
was primarily associated with a decrease in discount rate assumptions for our pension plans.
|
(4)
|
The currency translation loss for
2014
was primarily associated with the strengthening of the U.S. Dollar against the currencies associated with our international pension plans, primarily the Euro and British Pound.
|
(5)
|
During
2015
, we expect to contribute approximately
$18,545
and
$2,895
to our pension and other postretirement plans, respectively.
|
(6)
|
During
2015
, we expect to recognize
$675
and
$7,506
of previously unrecognized net prior service pension credits and net actuarial pension losses, respectively.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Projected benefit obligation
|
|
$
|
824,988
|
|
|
$
|
758,452
|
|
Accumulated benefit obligation
|
|
$
|
805,830
|
|
|
$
|
744,211
|
|
Fair value of plan assets
|
|
$
|
648,162
|
|
|
$
|
635,935
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
2.64
|
%
|
|
3.97
|
%
|
|
4.13
|
%
|
|
4.94
|
%
|
Rate of compensation increase
(1)
|
|
2.76
|
%
|
|
2.78
|
%
|
|
n/a
|
|
|
n/a
|
|
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31,
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.97
|
%
|
|
3.95
|
%
|
|
4.94
|
%
|
|
4.05
|
%
|
Expected long-term rate of return on plan assets
(2)
|
|
4.80
|
%
|
|
4.45
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
(1)
|
|
2.76
|
%
|
|
2.78
|
%
|
|
n/a
|
|
|
n/a
|
|
(1)
|
The rate of compensation increase relates solely to the defined benefit plans that factor compensation increases into the valuation.
|
(2)
|
The expected long-term rate of return on plan assets was derived using historical returns by asset category and expectations of future performance.
|
|
|
Pension
|
|
Other
Postretirement
|
||||
Year
|
|
Plans
|
|
Plans
|
||||
2015
|
|
$
|
36,099
|
|
|
$
|
2,895
|
|
2016
|
|
$
|
36,960
|
|
|
$
|
3,204
|
|
2017
|
|
$
|
42,409
|
|
|
$
|
3,400
|
|
2018
|
|
$
|
37,873
|
|
|
$
|
3,555
|
|
2019
|
|
$
|
38,431
|
|
|
$
|
3,633
|
|
2020-2024
|
|
$
|
206,234
|
|
|
$
|
18,163
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Quoted Market
Prices In Active
Markets (Level 1)
|
|
Internal Models
With Significant
Observable Market
Parameters (Level 2)
|
|
Internal Models
With Significant
Unobservable Market
Parameters (Level 3)
|
|
Total Carrying
Value On The
Consolidated
Balance Sheet
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Global Equities
|
|
$
|
4,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,661
|
|
International Funds (a)
|
|
—
|
|
|
194,336
|
|
|
—
|
|
|
194,336
|
|
||||
Emerging Markets Growth Funds
|
|
—
|
|
|
17,584
|
|
|
—
|
|
|
17,584
|
|
||||
U.S. Large-Cap Growth Funds
|
|
—
|
|
|
11,796
|
|
|
—
|
|
|
11,796
|
|
||||
U.S. Mid-Cap Growth Funds
|
|
—
|
|
|
886
|
|
|
—
|
|
|
886
|
|
||||
U.S. Small-Cap Growth Funds
|
|
—
|
|
|
498
|
|
|
—
|
|
|
498
|
|
||||
U.S. Small-Cap Value Funds
|
|
—
|
|
|
505
|
|
|
—
|
|
|
505
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
Euro Government Bonds (b)
|
|
—
|
|
|
184,979
|
|
|
—
|
|
|
184,979
|
|
||||
Euro Corporate Bonds (c)
|
|
—
|
|
|
89,356
|
|
|
—
|
|
|
89,356
|
|
||||
U.K. Government Index-Linked Bonds (d)
|
|
—
|
|
|
101,779
|
|
|
—
|
|
|
101,779
|
|
||||
U.K. Corporate Bonds (e)
|
|
—
|
|
|
17,989
|
|
|
—
|
|
|
17,989
|
|
||||
Other International Bonds (f)
|
|
—
|
|
|
69,455
|
|
|
—
|
|
|
69,455
|
|
||||
U.S. Corporate and Government Bonds
|
|
—
|
|
|
3,046
|
|
|
—
|
|
|
3,046
|
|
||||
Guaranteed Investment Contracts
|
|
—
|
|
|
821
|
|
|
—
|
|
|
821
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
||||||||
Commodities
|
|
—
|
|
|
9,278
|
|
|
—
|
|
|
9,278
|
|
||||
Asset Allocation Funds (g)
|
|
—
|
|
|
76,250
|
|
|
—
|
|
|
76,250
|
|
||||
Total Assets at Fair Value
|
|
$
|
4,661
|
|
|
$
|
778,558
|
|
|
$
|
—
|
|
|
$
|
783,219
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Quoted Market
Prices In Active
Markets (Level 1)
|
|
Internal Models
With Significant
Observable Market
Parameters (Level 2)
|
|
Internal Models
With Significant
Unobservable Market
Parameters (Level 3)
|
|
Total Carrying
Value On The
Consolidated
Balance Sheet
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Global Equities
|
|
$
|
6,027
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,027
|
|
International Funds (a)
|
|
—
|
|
|
209,553
|
|
|
—
|
|
|
209,553
|
|
||||
Emerging Markets Growth Funds
|
|
—
|
|
|
21,258
|
|
|
—
|
|
|
21,258
|
|
||||
U.S. Large-Cap Growth Funds
|
|
—
|
|
|
11,677
|
|
|
—
|
|
|
11,677
|
|
||||
U.S. Mid-Cap Growth Funds
|
|
—
|
|
|
843
|
|
|
—
|
|
|
843
|
|
||||
U.S. Small-Cap Growth Funds
|
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
||||
U.S. Small-Cap Value Funds
|
|
—
|
|
|
493
|
|
|
—
|
|
|
493
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
Euro Government Bonds (b)
|
|
—
|
|
|
202,324
|
|
|
—
|
|
|
202,324
|
|
||||
Euro Corporate Bonds (c)
|
|
—
|
|
|
82,096
|
|
|
—
|
|
|
82,096
|
|
||||
U.K. Government Index-Linked Bonds (d)
|
|
—
|
|
|
93,540
|
|
|
—
|
|
|
93,540
|
|
||||
U.K. Corporate Bonds (e)
|
|
—
|
|
|
18,212
|
|
|
—
|
|
|
18,212
|
|
||||
Other International Bonds (f)
|
|
—
|
|
|
69,820
|
|
|
—
|
|
|
69,820
|
|
||||
U.S. Corporate and Government Bonds
|
|
—
|
|
|
2,741
|
|
|
—
|
|
|
2,741
|
|
||||
Guaranteed Investment Contracts
|
|
—
|
|
|
852
|
|
|
—
|
|
|
852
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
||||||||
Commodities
|
|
—
|
|
|
10,920
|
|
|
—
|
|
|
10,920
|
|
||||
Asset Allocation Funds (g)
|
|
—
|
|
|
48,778
|
|
|
$
|
—
|
|
|
48,778
|
|
|||
Total Assets at Fair Value
|
|
$
|
6,027
|
|
|
$
|
773,599
|
|
|
$
|
—
|
|
|
$
|
779,626
|
|
(a)
|
Investments in various funds that track international indices.
|
(b)
|
Investments in European Union government securities with credit ratings of primarily AAA.
|
(c)
|
Investments in European fixed interest securities with credit ratings of primarily BBB and above.
|
(d)
|
Investments predominantly in U.K. Treasury securities with credit ratings of primarily AAA.
|
(e)
|
Investments predominantly in U.K. fixed interest securities with credit ratings of primarily BBB and above.
|
(f)
|
Investments predominantly in various international fixed income obligations that are individually insignificant.
|
(g)
|
Investments in fixed income securities, equities and alternative asset classes, including commodities and property assets.
|
|
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
63
|
|
|
$
|
(56
|
)
|
Effect on postretirement benefit obligation
|
|
$
|
1,430
|
|
|
$
|
(1,283
|
)
|
|
|
EIN/Plan
Number
|
|
Plan Year End
|
|
Pension Protection
Act (% Funded) (1) |
|
FIP/RP
Plan
(1)
|
|
Total Company Contributions
(2)
|
|
Expiration
Date of
Collective-
Bargaining
Agreement
(4)
|
||||||||||||
Pension Fund
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020-001
|
|
12/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
$
|
33,105
|
|
|
$
|
20,549
|
|
|
$
|
6,910
|
|
|
Various
|
Twin City Carpenters and Joiners Pension Fund
|
|
41-6043137-001
|
|
12/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
6,010
|
|
|
2,752
|
|
|
1,665
|
|
|
04/16
|
|||
Middle Tennessee Carpenters And Millwrights Pension Fund
|
|
62-6101275-001
|
|
4/30
|
|
>80%
|
|
>80%
|
|
No
|
|
4,729
|
|
|
1,297
|
|
|
—
|
|
|
Various
|
|||
Plumbers and Pipefitters National Pension Fund
|
|
52-6152779-001
|
|
6/30
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
3,895
|
|
|
3,336
|
|
|
—
|
|
|
Various
|
|||
Twin City Iron Workers Pension Plan
|
|
41-6084127-001
|
|
12/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
2,791
|
|
|
1,272
|
|
|
657
|
|
|
04/16
|
|||
Minnesota Laborers Pension Plan
|
|
41-6159599-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
2,584
|
|
|
1,444
|
|
|
745
|
|
|
04/16
|
|||
Plumbers and Steamfitters Local 150 Pension Fund
|
|
58-6116699-001
|
|
12/31
|
|
65%-80%
|
|
< 65%
|
|
Yes
|
|
2,154
|
|
|
1,788
|
|
|
—
|
|
|
Various
|
|||
Southern Ironworkers Pension Fund
|
|
59-6227091-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
2,150
|
|
|
612
|
|
|
—
|
|
|
Various
|
|
|
EIN/Plan
Number
|
|
Plan Year End
|
|
Pension Protection
Act (% Funded) (1) |
|
FIP/RP
Plan
(1)
|
|
Total Company Contributions
(2)
|
|
Expiration
Date of
Collective-
Bargaining
Agreement
(4)
|
||||||||||||
Pension Fund
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||
Central Laborers Pension Fund
|
|
37-6052379-001
|
|
12/31
|
|
<65%
|
|
< 65%
|
|
Yes
|
|
1,881
|
|
|
1,609
|
|
|
—
|
|
|
Various
|
|||
Upstate New York Engineers Pension Fund
|
|
15-0614642-001
|
|
3/31
|
|
65%-80%
|
|
<65%
|
|
Yes
|
|
1,806
|
|
|
1,667
|
|
|
—
|
|
|
Various
|
|||
IBEW Local 1579 Pension Plan
|
|
58-1254974-001
|
|
9/30
|
|
>80%
|
|
65%-80%
|
|
No
|
|
1,401
|
|
|
1,114
|
|
|
—
|
|
|
Various
|
|||
National Electrical Benefit Fund
|
|
53-0181657-001
|
|
12/31
|
|
>80%
|
|
65%-80%
|
|
No
|
|
1,359
|
|
|
2,300
|
|
|
—
|
|
|
Various
|
|||
Ironworkers Mid-America Pension Plan
|
|
36-6488227-001
|
|
12/31
|
|
>80%
|
|
65%-80%
|
|
No
|
|
1,227
|
|
|
2,073
|
|
|
—
|
|
|
Various
|
|||
Plumbers & Pipefitters Local Union 421 Pension Fund Trust
|
|
57-0524232-001
|
|
8/31
|
|
>80%
|
|
>80%
|
|
No
|
|
1,134
|
|
|
913
|
|
|
—
|
|
|
Various
|
|||
Plumbers & Steamfitters Local 577 Pension Plan
|
|
31-6134953-001
|
|
8/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
1,075
|
|
|
500
|
|
|
—
|
|
|
Various
|
|||
Boilermakers’ National Pension Plan (Canada)
|
|
366708
|
|
12/31
|
|
N/A
|
|
N/A
|
|
N/A
|
|
10,795
|
|
|
14,033
|
|
|
9,748
|
|
|
04/15
|
|||
Edmonton Pipe Industry Pension Plan (Canada)
|
|
546028
|
|
12/31
|
|
N/A
|
|
N/A
|
|
N/A
|
|
2,896
|
|
|
5,612
|
|
|
5,623
|
|
|
04/15
|
|||
Alberta Ironworkers Pension Fund (Canada)
|
|
555656
|
|
12/31
|
|
N/A
|
|
N/A
|
|
N/A
|
|
787
|
|
|
2,775
|
|
|
1,480
|
|
|
04/15
|
|||
Alberta Carpenters Pension Fund (Canada)
|
|
0381723
|
|
12/31
|
|
N/A
|
|
N/A
|
|
N/A
|
|
40
|
|
|
1,087
|
|
|
142
|
|
|
04/15
|
|||
All Other
(3)
|
|
|
|
|
|
|
|
|
|
|
|
36,268
|
|
|
32,262
|
|
|
423
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
118,087
|
|
|
$
|
98,995
|
|
|
$
|
27,393
|
|
|
|
(1)
|
Pension Protection Act Zone Status and FIP/RP plans are applicable to our U.S.-registered plans only, as these terms are not defined within Canadian pension legislation. In the U.S., plans funded less than
65%
are in the red zone, plans funded at least
65%
, but less than
80%
are in the yellow zone, and plans funded at least
80%
are in the green zone. The requirement for FIP or RP plans in the U.S. is based on the funding level or zone status of the applicable plan.
|
(2)
|
Our
2014
contributions as a percentage of total plan contributions were not available for any of our plans. For
2013
, our contributions to the Plumbers & Streamfitters Local 150 Pension Fund, the Southern Ironworkers Pension Fund, the IBEW Local 1579 Pension Plan, the Iron Workers' Mid-America Pension Plan, the Plumbers & Pipefitters Local Union 421 Pension Fund Trust, the Plumbers & Steamfitters Local 577 Pension Plan, the Boilermakers’ National Pension Plan (Canada) and the Edmonton Pipe Industry Pension Plan (Canada) exceeded
5%
of total plan contributions. For 2012, our contributions to the Boilermakers’ National Pension Plan (Canada), the Alberta Ironworkers Pension Fund (Canada) and the Edmonton Pipe Industry Pension Plan (Canada) exceeded
5%
of total plan contributions. The level of our contributions to each plan noted above varies from period to period based upon the level of work being performed that is covered under the applicable collective-bargaining agreement.
|
(3)
|
Our remaining contributions are to various U.S. and Canadian plans, which are individually immaterial.
|
(4)
|
The expiration dates of our labor agreements associated with the plans noted as "Various" above vary based upon the duration of the applicable projects.
|
Year
|
Amount
|
||
2015
|
$
|
109,589
|
|
2016
|
79,253
|
|
|
2017
|
58,580
|
|
|
2018
|
47,835
|
|
|
2019
|
36,501
|
|
|
Thereafter
|
104,258
|
|
|
Total
(1)
|
$
|
436,016
|
|
(1)
|
Approximately
$9,413
of minimum lease payments above are contractually recoverable through our cost-reimbursable projects.
|
|
|
Year Ended December 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
|
|
(87,207
|
)
|
|
(7,061
|
)
|
|
(56,950
|
)
|
|
(151,218
|
)
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
2,577
|
|
|
6,177
|
|
|
8,754
|
|
||||
Net OCI
|
|
(87,207
|
)
|
|
(4,484
|
)
|
|
(50,773
|
)
|
|
(142,464
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
(133,787
|
)
|
|
$
|
(2,713
|
)
|
|
$
|
(125,897
|
)
|
|
$
|
(262,397
|
)
|
(1)
|
The currency translation adjustment component of AOCI was impacted during
2014
primarily by movements in the
Euro, British Pound, and Australian Dollar
exchange rates against the U.S. Dollar.
|
|
|
Amounts
|
||
|
|
Reclassified
|
||
AOCI Components
|
|
From AOCI
|
||
Unrealized Fair Value Of Cash Flow Hedges
(1)
|
|
|
||
Interest rate derivatives (interest expense)
|
|
$
|
2,139
|
|
Foreign currency derivatives (cost of revenue)
|
|
1,519
|
|
|
Total, before taxes
|
|
$
|
3,658
|
|
Taxes
|
|
(1,081
|
)
|
|
Total, net of taxes
|
|
$
|
2,577
|
|
Defined Benefit Pension and Other Postretirement Plans
(2)
|
|
|
||
Amortization of prior service credits
|
|
$
|
(465
|
)
|
Recognized net actuarial losses
|
|
3,786
|
|
|
Total, before taxes
|
|
$
|
3,321
|
|
Taxes
|
|
2,856
|
|
|
Total, net of taxes
|
|
$
|
6,177
|
|
(1)
|
See
Note 11
for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.
|
(2)
|
See
Note 12
for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost.
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
per Share
|
|
Weighted Average
Remaining Contractual
Life (in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding options at December 31, 2013
|
|
1,063
|
|
|
$
|
25.26
|
|
|
|
|
|
||
Exercised
|
|
(294
|
)
|
|
$
|
31.78
|
|
|
|
|
|
||
Forfeited / Expired
|
|
(16
|
)
|
|
$
|
46.47
|
|
|
|
|
|
||
Outstanding options at December 31, 2014
(1)
|
|
753
|
|
|
$
|
22.36
|
|
|
3.9
|
|
$
|
16,226
|
|
Exercisable options at December 31, 2014
|
|
654
|
|
|
$
|
20.87
|
|
|
3.8
|
|
$
|
15,095
|
|
(1)
|
We estimate that
736
of these options will ultimately vest. These options have a weighted-average exercise price per share of
$22.01
, a weighted-average remaining contractual life of
3.8
years and a current aggregate intrinsic value of
$16,061
.
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Nonvested RSUs
|
|
|
|
|
|||
Balance at December 31, 2013
|
|
908
|
|
|
$
|
43.94
|
|
Granted
|
|
517
|
|
|
$
|
80.41
|
|
Vested
|
|
(409
|
)
|
|
$
|
39.27
|
|
Forfeited
|
|
(43
|
)
|
|
$
|
62.48
|
|
Balance at December 31, 2014
|
|
973
|
|
|
$
|
64.15
|
|
Directors’ RSUs
|
|
|
|
|
|||
Balance at December 31, 2013
|
|
18
|
|
|
$
|
57.25
|
|
Granted
|
|
17
|
|
|
$
|
80.45
|
|
Vested
|
|
(18
|
)
|
|
$
|
57.25
|
|
Balance at December 31, 2014
|
|
17
|
|
|
$
|
80.45
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Nonvested Cash-Settled RSUs
|
|
|
|
|
|||
Balance at December 31, 2013
|
|
137
|
|
|
$
|
52.11
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
(71
|
)
|
|
$
|
52.11
|
|
Forfeited
|
|
(12
|
)
|
|
$
|
52.11
|
|
Balance at December 31, 2014
|
|
54
|
|
|
$
|
52.11
|
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
per Share
|
|
Weighted Average
Remaining Contractual
Life (in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2013
|
|
118
|
|
|
$
|
33.39
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(58
|
)
|
|
$
|
33.38
|
|
|
|
|
|
||
Forfeited / Expired
|
|
(4
|
)
|
|
$
|
33.38
|
|
|
|
|
|
||
Outstanding at December 31, 2014
(1)
|
|
56
|
|
|
$
|
33.39
|
|
|
5.4
|
|
$
|
478
|
|
Exercisable at December 31, 2014
|
|
30
|
|
|
$
|
33.38
|
|
|
5.1
|
|
$
|
259
|
|
(1)
|
We estimate that
51
of these options will ultimately vest. These SARs have a weighted-average exercise price per share of
$33.39
, a weighted-average remaining contractual life of
5.4
and a current aggregate intrinsic value of
$440
.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sources of Income Before Taxes
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
390,853
|
|
|
$
|
170,641
|
|
|
$
|
126,438
|
|
Non-U.S.
|
|
516,689
|
|
|
433,219
|
|
|
317,628
|
|
|||
Total
|
|
$
|
907,542
|
|
|
$
|
603,860
|
|
|
$
|
444,066
|
|
Sources of Income Tax Expense
|
|
|
|
|
|
|
||||||
Current income taxes
|
|
|
|
|
|
|
||||||
U.S. Federal
(1)
|
|
$
|
(31,274
|
)
|
|
$
|
(19,754
|
)
|
|
$
|
(28,327
|
)
|
U.S. State
|
|
(8,227
|
)
|
|
15,290
|
|
|
(5,532
|
)
|
|||
Non-U.S.
|
|
(114,485
|
)
|
|
(93,839
|
)
|
|
(51,645
|
)
|
|||
Total current income taxes
|
|
$
|
(153,986
|
)
|
|
$
|
(98,303
|
)
|
|
$
|
(85,504
|
)
|
Deferred income taxes
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
(102,101
|
)
|
|
$
|
(7,098
|
)
|
|
$
|
(22,634
|
)
|
U.S. State
|
|
10,142
|
|
|
(28,050
|
)
|
|
(953
|
)
|
|||
Non-U.S.
|
|
(25,472
|
)
|
|
42,181
|
|
|
(17,912
|
)
|
|||
Total deferred income taxes
|
|
$
|
(117,431
|
)
|
|
$
|
7,033
|
|
|
$
|
(41,499
|
)
|
Total income tax expense
|
|
$
|
(271,417
|
)
|
|
$
|
(91,270
|
)
|
|
$
|
(127,003
|
)
|
(1)
|
Tax benefits of
$14,021
,
$13,043
and
$17,963
associated with share-based compensation were recorded in additional paid-in capital in
2014
,
2013
and
2012
, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense at statutory rate (25.0% for 2014, 2013 and 2012)
|
|
$
|
(226,885
|
)
|
|
$
|
(150,965
|
)
|
|
$
|
(111,016
|
)
|
U.S. state income taxes
|
|
(13,561
|
)
|
|
(4,356
|
)
|
|
(5,495
|
)
|
|||
Non-deductible meals and entertainment
|
|
(8,549
|
)
|
|
(4,878
|
)
|
|
(2,750
|
)
|
|||
Valuation allowance established
|
|
(12,875
|
)
|
|
(13,952
|
)
|
|
(11,375
|
)
|
|||
Valuation allowance utilized
|
|
15,899
|
|
|
87,609
|
|
|
7,814
|
|
|||
Statutory tax rate differential
|
|
(40,990
|
)
|
|
(16,587
|
)
|
|
(7,717
|
)
|
|||
Branch and withholding taxes (net of tax benefit)
|
|
(1,941
|
)
|
|
9,195
|
|
|
(12,335
|
)
|
|||
Previously unrecognized tax (expense) benefit
|
|
(5,412
|
)
|
|
(1,568
|
)
|
|
10,899
|
|
|||
Noncontrolling interests
|
|
22,122
|
|
|
13,238
|
|
|
6,719
|
|
|||
Acquisition-related costs
|
|
—
|
|
|
(2,869
|
)
|
|
(2,757
|
)
|
|||
Manufacturer's production exclusion/R&D credit
|
|
1,968
|
|
|
3,106
|
|
|
1,451
|
|
|||
Tax rate changes on deferred taxes
|
|
3,456
|
|
|
2,527
|
|
|
(1,221
|
)
|
|||
Contingent liability accrual
|
|
823
|
|
|
(2,667
|
)
|
|
2,205
|
|
|||
Other, net
|
|
(5,472
|
)
|
|
(9,103
|
)
|
|
(1,425
|
)
|
|||
Income tax expense
|
|
$
|
(271,417
|
)
|
|
$
|
(91,270
|
)
|
|
$
|
(127,003
|
)
|
Effective tax rate
|
|
29.9
|
%
|
|
15.1
|
%
|
|
28.6
|
%
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Current Deferred Taxes
|
|
|
|
|
||||
U.S. Federal operating losses and credits
|
|
$
|
83,678
|
|
|
$
|
—
|
|
U.S. State operating losses and credits
|
|
4,000
|
|
|
—
|
|
||
Non-U.S. operating losses
|
|
2,035
|
|
|
6,610
|
|
||
Contract revenue and cost
|
|
424,779
|
|
|
512,621
|
|
||
Employee compensation and benefit plan reserves
|
|
33,214
|
|
|
29,397
|
|
||
Legal reserves
|
|
10,102
|
|
|
6,009
|
|
||
Other
|
|
43,701
|
|
|
27,854
|
|
||
Current deferred tax asset
|
|
$
|
601,509
|
|
|
$
|
582,491
|
|
Less: valuation allowance
|
|
(33,378
|
)
|
|
(32,291
|
)
|
||
Net current deferred tax asset
|
|
$
|
568,131
|
|
|
$
|
550,200
|
|
|
|
|
|
|
||||
Non-Current Deferred Taxes
|
|
|
|
|
||||
U.S. Federal operating losses and credits
|
|
$
|
124,534
|
|
|
$
|
178,859
|
|
U.S. State operating losses and credits
|
|
69,028
|
|
|
58,791
|
|
||
Non-U.S. operating losses
|
|
77,935
|
|
|
96,474
|
|
||
Non-U.S. credits
|
|
—
|
|
|
3,621
|
|
||
Contract revenue and cost
|
|
3,767
|
|
|
5,221
|
|
||
Employee compensation and benefit plan reserves
|
|
68,384
|
|
|
26,497
|
|
||
Pensions and other
|
|
1,171
|
|
|
21,504
|
|
||
Insurance and legal reserves
|
|
14,011
|
|
|
28,398
|
|
||
Disallowed interest
|
|
31,859
|
|
|
31,859
|
|
||
Investment in foreign subsidiaries
|
|
(68,652
|
)
|
|
(7,162
|
)
|
||
Depreciation and amortization
|
|
(351,670
|
)
|
|
(354,034
|
)
|
||
Other
|
|
22,151
|
|
|
26,733
|
|
||
Non-current deferred tax (liability) asset
|
|
$
|
(7,482
|
)
|
|
$
|
116,761
|
|
Less: valuation allowance
|
|
(71,036
|
)
|
|
(78,595
|
)
|
||
Net non-current deferred tax (liability) asset
|
|
$
|
(78,518
|
)
|
|
$
|
38,166
|
|
Net total deferred tax asset
|
|
$
|
489,613
|
|
|
$
|
588,366
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Unrecognized income tax benefits at the beginning of the year
|
|
$
|
14,281
|
|
|
$
|
5,169
|
|
Increase as a result of:
|
|
|
|
|
||||
Shaw Acquisition
|
|
—
|
|
|
6,445
|
|
||
Tax positions taken during the current period
|
|
922
|
|
|
3,333
|
|
||
Decreases as a result of:
|
|
|
|
|
||||
Lapse of applicable statute of limitations
|
|
(1,745
|
)
|
|
(241
|
)
|
||
Settlements with taxing authorities
|
|
—
|
|
|
(425
|
)
|
||
Unrecognized income tax benefits at the end of the year
(1)
|
|
$
|
13,458
|
|
|
$
|
14,281
|
|
(1)
|
If these income tax benefits were ultimately recognized, approximately
$10,300
and
$11,100
of the
December 31, 2014
and
2013
balances, respectively, would benefit tax expense as we are contractually indemnified for the remaining balances.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
9,001,982
|
|
|
$
|
7,165,739
|
|
|
$
|
3,305,377
|
|
Fabrication Services
|
|
2,521,594
|
|
|
2,575,597
|
|
|
1,692,533
|
|
|||
Technology
|
|
602,513
|
|
|
599,195
|
|
|
487,296
|
|
|||
Environmental Solutions
|
|
848,841
|
|
|
753,996
|
|
|
—
|
|
|||
Total revenue
|
|
$
|
12,974,930
|
|
|
$
|
11,094,527
|
|
|
$
|
5,485,206
|
|
Depreciation And Amortization
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
69,844
|
|
|
$
|
70,926
|
|
|
$
|
16,722
|
|
Fabrication Services
|
|
58,195
|
|
|
57,660
|
|
|
27,062
|
|
|||
Technology
|
|
26,852
|
|
|
24,267
|
|
|
22,637
|
|
|||
Environmental Solutions
|
|
26,507
|
|
|
27,173
|
|
|
—
|
|
|||
Total depreciation and amortization
|
|
$
|
181,398
|
|
|
$
|
180,026
|
|
|
$
|
66,421
|
|
Equity Earnings
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fabrication Services
|
|
(77
|
)
|
|
248
|
|
|
—
|
|
|||
Technology
|
|
24,613
|
|
|
22,356
|
|
|
17,931
|
|
|||
Environmental Solutions
|
|
689
|
|
|
870
|
|
|
—
|
|
|||
Total equity earnings
|
|
$
|
25,225
|
|
|
$
|
23,474
|
|
|
$
|
17,931
|
|
Income From Operations
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
560,563
|
|
|
$
|
350,525
|
|
|
$
|
168,467
|
|
Fabrication Services
|
|
234,884
|
|
|
259,750
|
|
|
170,780
|
|
|||
Technology
|
|
187,385
|
|
|
156,835
|
|
|
127,396
|
|
|||
Environmental Solutions
|
|
39,461
|
|
|
13,135
|
|
|
—
|
|
|||
Total operating groups
|
|
$
|
1,022,293
|
|
|
$
|
780,245
|
|
|
$
|
466,643
|
|
Acquisition and integration related costs
|
|
(39,685
|
)
|
|
(95,737
|
)
|
|
(11,000
|
)
|
|||
Total income from operations
|
|
$
|
982,608
|
|
|
$
|
684,508
|
|
|
$
|
455,643
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
42,208
|
|
|
$
|
16,866
|
|
|
$
|
6,395
|
|
Fabrication Services
|
|
44,543
|
|
|
38,529
|
|
|
36,963
|
|
|||
Technology
|
|
9,781
|
|
|
16,397
|
|
|
28,921
|
|
|||
Environmental Solutions
|
|
21,092
|
|
|
18,700
|
|
|
—
|
|
|||
Total capital expenditures
|
|
$
|
117,624
|
|
|
$
|
90,492
|
|
|
$
|
72,279
|
|
|
|
December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Engineering, Construction and Maintenance
|
|
$
|
5,219,623
|
|
|
$
|
5,197,190
|
|
|
$
|
1,907,455
|
|
Fabrication Services
|
|
1,988,333
|
|
|
2,116,245
|
|
|
1,102,791
|
|
|||
Technology
|
|
1,078,458
|
|
|
1,077,414
|
|
|
1,319,429
|
|
|||
Environmental Solutions
|
|
1,094,617
|
|
|
998,744
|
|
|
—
|
|
|||
Total assets
|
|
$
|
9,381,031
|
|
|
$
|
9,389,593
|
|
|
$
|
4,329,675
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue by Country
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
6,682,054
|
|
|
$
|
5,007,899
|
|
|
$
|
1,114,148
|
|
Australia
|
|
2,498,848
|
|
|
1,574,253
|
|
|
666,688
|
|
|||
Colombia
|
|
1,094,887
|
|
|
1,035,450
|
|
|
917,553
|
|
|||
Canada
|
|
547,623
|
|
|
820,243
|
|
|
665,907
|
|
|||
Papua New Guinea
|
|
307,389
|
|
|
757,657
|
|
|
606,532
|
|
|||
Other
(1)
|
|
1,844,129
|
|
|
1,899,025
|
|
|
1,514,378
|
|
|||
Total revenue
|
|
$
|
12,974,930
|
|
|
$
|
11,094,527
|
|
|
$
|
5,485,206
|
|
(1)
|
Revenue earned in other countries, including The Netherlands (our country of domicile), was not individually greater than
10%
of our consolidated revenue in
2014
,
2013
or
2012
.
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
|
$
|
2,928,132
|
|
|
$
|
3,294,379
|
|
|
$
|
3,380,733
|
|
|
$
|
3,371,686
|
|
Gross profit
|
|
$
|
301,402
|
|
|
$
|
381,175
|
|
|
$
|
393,194
|
|
|
$
|
390,638
|
|
Acquisition and integration related costs
(1)
|
|
$
|
8,067
|
|
|
$
|
9,537
|
|
|
$
|
4,563
|
|
|
$
|
17,518
|
|
Net income
|
|
$
|
102,746
|
|
|
$
|
167,066
|
|
|
$
|
183,890
|
|
|
$
|
182,423
|
|
Net income attributable to CB&I
|
|
$
|
88,951
|
|
|
$
|
142,404
|
|
|
$
|
161,842
|
|
|
$
|
150,410
|
|
Net income attributable to CB&I per share—basic
|
|
$
|
0.83
|
|
|
$
|
1.32
|
|
|
$
|
1.50
|
|
|
$
|
1.39
|
|
Net income attributable to CB&I per share—diluted
|
|
$
|
0.82
|
|
|
$
|
1.31
|
|
|
$
|
1.48
|
|
|
$
|
1.37
|
|
(1)
|
For
2014
, integration related costs primarily related to facility consolidations costs, including the associated accrued future lease costs for vacated facilities and unutilized capacity, personnel relocation and severance-related costs, and systems integration costs.
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
(3)
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
|
$
|
2,251,429
|
|
|
$
|
2,850,791
|
|
|
$
|
2,992,050
|
|
|
$
|
3,000,257
|
|
Gross profit
|
|
$
|
246,144
|
|
|
$
|
297,091
|
|
|
$
|
316,569
|
|
|
$
|
339,206
|
|
Acquisition and integration related costs
(2)
|
|
$
|
61,256
|
|
|
$
|
9,964
|
|
|
$
|
5,257
|
|
|
$
|
19,260
|
|
Net income
|
|
$
|
42,872
|
|
|
$
|
119,700
|
|
|
$
|
132,963
|
|
|
$
|
217,055
|
|
Net income attributable to CB&I
|
|
$
|
33,608
|
|
|
$
|
106,043
|
|
|
$
|
117,688
|
|
|
$
|
196,781
|
|
Net income attributable to CB&I per share—basic
|
|
$
|
0.33
|
|
|
$
|
0.99
|
|
|
$
|
1.10
|
|
|
$
|
1.83
|
|
Net income attributable to CB&I per share—diluted
|
|
$
|
0.32
|
|
|
$
|
0.98
|
|
|
$
|
1.08
|
|
|
$
|
1.80
|
|
(1)
|
The operating results of the Shaw Acquisition were included in our
2013
results of operations from the Acquisition Closing Date.
|
(2)
|
For
2013
, acquisition costs primarily related to transaction costs, professional fees, and change-in-control and severance-related costs associated with the Shaw Acquisition. Integration costs primarily related to facility consolidations costs, including the associated accrued future lease costs for vacated facilities and unutilized capacity, personnel relocation and severance-related costs, and systems integration costs.
|
(3)
|
Net income for the fourth quarter
2013
included a benefit of
$77,800
resulting from the reversal of VA associated with our U.K. NOL DTA and certain U.S. foreign tax credits.
|
Chicago Bridge & Iron Company N.V.
|
|
/s/ Philip K. Asherman
|
Philip K. Asherman
|
(Authorized Signer)
|
Signature
|
|
Title
|
/s/ Philip K. Asherman
|
|
President and Chief Executive Officer
|
Philip K. Asherman
|
|
(Principal Executive Officer)
|
|
|
Supervisory Director
|
|
|
|
/s/ Ronald A. Ballschmiede
|
|
Executive Vice President and Chief Financial Officer
|
Ronald A. Ballschmiede
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Westley S. Stockton
|
|
Vice President, Corporate Controller
|
Westley S. Stockton
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ L. Richard Flury
|
|
Supervisory Director and Non-Executive Chairman
|
L. Richard Flury
|
|
|
|
|
|
/s/ James R. Bolch
|
|
Supervisory Director
|
James R. Bolch
|
|
|
|
|
|
/s/ Deborah M. Fretz
|
|
Supervisory Director
|
Deborah M. Fretz
|
|
|
|
|
|
/s/ W. Craig Kissel
|
|
Supervisory Director
|
W. Craig Kissel
|
|
|
|
|
|
/s/ Larry D. McVay
|
|
Supervisory Director
|
Larry D. McVay
|
|
|
|
|
|
/s/ James H. Miller
|
|
Supervisory Director
|
James H. Miller
|
|
|
|
|
|
/s/ Michael L. Underwood
|
|
Supervisory Director
|
Michael L. Underwood
|
|
|
|
|
|
/s/ Marsha C. Williams
|
|
Supervisory Director
|
Marsha C. Williams
|
|
|
|
|
|
Registrant’s Agent for Service in the United States
|
|
|
|
|
|
/s/ Richard E. Chandler, Jr.
|
|
|
Richard E. Chandler, Jr.
|
|
|
2.1
(9)
|
|
Share Sale and Purchase Agreement dated as of August 24, 2007 by and among ABB Holdings Inc., ABB Holdings B.V., ABB Asea Brown Boveri Ltd., Chicago Bridge & Iron Company, Chicago Bridge & Iron Company B.V. and Chicago Bridge & Iron Company N.V.
|
2.2
(18)
|
|
Transaction Agreement, dated as of July 30, 2012, by and among The Shaw Group, Inc., Chicago Bridge & Iron Company N.V. and Crystal Acquisition Subsidiary Inc.
|
3
(8)
|
|
Amended Articles of Association of the Company (English translation)
|
10.1
(2)
|
|
Form of Indemnification Agreement between the Company and its Supervisory and Managing Directors
|
10.2
(1)
|
|
The Company’s Deferred Compensation Plan As Amended and Restated January 1, 2008
|
10.3
(3)
|
|
The Company’s Excess Benefit Plan
|
|
|
(a) Amendments of Sections 2.13 and 4.3 of the Company's Excess Benefit Plan
(7)
|
10.4
(2)
|
|
Employee Benefits Agreement
|
10.5
(4)
|
|
The Company’s Supervisory Board of Directors Fee Payment Plan
|
10.6
(4)
|
|
The Company’s Supervisory Board of Directors Stock Purchase Plan
|
10.7
(10)
|
|
The Chicago Bridge & Iron 2008 Long-Term Incentive Plan As Amended May 8, 2008
|
|
|
(a) 2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(11)
|
|
|
(b) 2012 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(17)
|
10.8
(5)
|
|
The Company’s Incentive Compensation Program
|
10.9
(22)
|
|
Chicago Bridge & Iron Savings Plan as amended and restated as of January 1, 2014
|
10.10
(6)
|
|
Chicago Bridge & Iron 2001 Employee Stock Purchase Plan
|
|
|
(a) 2009 Amendment to Chicago Bridge & Iron 2001 Employee Stock Purchase Plan
(12)
|
10.11
(13)
|
|
Sales Agency Agreement, dated August 18, 2009, between Chicago Bridge & Iron N.V. and Calyon Securities (USA) Inc.
|
|
|
(a) Amendment to the Sales Agency Agreement
(15)
|
10.12
(14)
|
|
Third Amended and Restated Credit Agreement dated July 23, 2010
|
|
|
(a) Exhibits and Schedules to the Third Amended and Restated Credit Agreement
(14)
|
|
|
(b) Joinder to the Third Amended and Restated Credit Agreement
(14)
|
|
|
(c) Amendment No. 1, dated as of October 14, 2011, to the Third Amended and Restated Credit Agreement
(16)
|
|
|
(d) Amendment No. 2, dated as of December 21, 2012, to the Third Amended and Restated Credit Agreement
(19)
|
10.13
(19)
|
|
Revolving Credit Agreement, dated as of December 21, 2012, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware), the Other Subsidiary Borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Crédit Agricole Corporate and Investment Bank as Syndication Agent, and the lenders and other financial institutions party thereto
|
|
|
(a) Amendment No. 1, dated as of October 28, 2013, to the Revolving Credit Agreement
(21)
|
|
|
(b) Amendment No. 2, dated as of December 31, 2014, to the Revolving Credit Agreement
(1)
|
10.14
(19)
|
|
Term Loan Agreement, dated December 21, 2012, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware), Bank of America, N.A., as Administrative Agent, Crédit Agricole Corporate and Investment Bank as Syndication Agent, and the lenders and other financial institutions party thereto
|
|
|
(a) Amendment No. 1, dated as of October 28, 2013, to the Term Loan Agreement
(21)
|
|
|
(b) Amendment No. 2, dated as of December 31, 2014, to the Term Loan Agreement
(1)
|
10.15
(20)
|
|
Note Purchase and Guarantee Agreement dated December 27, 2012
|
10.16
(22)
|
|
The Shaw Group Inc. 401(k) Plan as amended and restated as of January 1, 2014
|
10.17
(25)
|
|
The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
|
|
(a) First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(28)
|
|
|
(b) Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(28)
|
|
|
(c) Third Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(23)
|
10.18
(26)
|
|
Form of Employee Incentive Stock Option Award under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.19
(26)
|
|
Form of Employee Nonqualified Stock Option Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.20
(29)
|
|
Form of Employee Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.21
(29)
|
|
Form of Employee Cash Settled Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.22
(24)
|
|
Bond Trust Deed, dated October 13, 2006, between Nuclear Energy Holdings, L.L.C. ("NEH") and The Bank of New York, as trustee
|
10.23
(24)
|
|
Parent Pledge Agreement, dated October 13, 2006, between the Company and The Bank of New York
|
10.24
(24)
|
|
Issuer Pledge Agreement, dated October 13, 2006, between NEH and The Bank of New York
|
10.25
(24)
|
|
Deed of Charge, dated October 13, 2006, among NEH, The Bank of New York, as trustee, and Morgan Stanley Capital Services Inc., as swap counterparty
|
10.26
(24)
|
|
Transferable Irrevocable Direct Pay Letter of Credit (Principal Letter of Credit) effective October 13, 2006 of Bank of America in favor of NEH
|
10.27
(24)
|
|
Transferable Irrevocable Direct Pay Letter of Credit (Interest Letter of Credit) effective October 13, 2006 of Bank of America in favor of NEH
|
10.28
(24)
|
|
Reimbursement Agreement dated as of October 13, 2006, between The Shaw Group Inc. and Toshiba
|
10.29
(27)
|
|
First Lien Intercreditor Agreement Dated As Of November 29, 2010, Among Nuclear Innovation North America LLC, Nina Investments Holdings LLC, Nuclear Innovation North America Investments LLC, Nina Texas 3 Llc and Nina Texas 4 LLC, The Other Grantors Party Hereto, Toshiba America Nuclear Energy Corporation, as Toshiba Collateral Agent, and The Shaw Group Inc., As Shaw Collateral Agent
|
10.30
(21)
|
|
Revolving Credit Agreement, dated as of October 28, 2013, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware), the Other Subsidiary Borrowers, Bank of America, N.A., as Administrative Agent and and BNP Paribas Securities Corp., BBVA Compass, Crédit Agricole Corporate and Investment Bank and The Royal Bank of Scotland plc, as Syndication Agents, and the lenders and other financial institutions party thereto
|
|
|
(a) Amendment No.1, dated as of June 11, 2014, to the Revolving Credit Agreement
(1)
|
|
|
(b) Amendment No.2, dated as of December 31, 2014, to the Revolving Credit Agreement
(1)
|
21.1
(1)
|
|
List of Significant Subsidiaries
|
23.1
(1)
|
|
Consent and Report of the Independent Registered Public Accounting Firm
|
31.1
(1)
|
|
Certification of the Company's Chief Executive Officer pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
(1)
|
|
Certification of the Company's Chief Financial Officer pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
(1)
|
|
Certification of the Company's Chief Executive Officer 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 of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
(1),(30)
|
|
XBRL Instance Document
|
101.SCH
(1),(30)
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
(1),(30)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
(1),(30)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
(1),(30)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
(1),(30)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Filed herewith
|
(2)
|
Incorporated by reference from the Company’s Registration Statement on Form S-1 (File No. 333-18065)
|
(3)
|
Incorporated by reference from the Company’s 1997 Form 10-K filed March 31, 1998
|
(4)
|
Incorporated by reference from the Company’s 1998 Form 10-Q filed November 12, 1998
|
(5)
|
Incorporated by reference from the Company’s 1999 Form 10-Q filed May 14, 1999
|
(6)
|
Incorporated by reference from Exhibit B of the Company’s 2001 Definitive Proxy Statement filed April 10, 2001
|
(7)
|
Incorporated by reference from the Company’s 2004 Form 10-Q filed August 9, 2004
|
(8)
|
Incorporated by reference from the Company’s 2005 Form 10-Q filed August 8, 2005
|
(9)
|
Incorporated by reference from the Company’s 2007 Form 8-K filed August 30, 2007
|
(10)
|
Incorporated by reference from Annex B of the Company’s 2008 Definitive Proxy Statement filed April 8, 2008
|
(11)
|
Incorporated by reference from Annex B of the Company’s 2009 Definitive Proxy Statement filed March 25, 2009
|
(12)
|
Incorporated by reference from Annex D of the Company’s 2009 Definitive Proxy Statement filed March 25, 2009
|
(13)
|
Incorporated by reference from the Company’s 2009 Form 8-K filed August 18, 2009
|
(14)
|
Incorporated by reference from the Company’s 2010 Form 10-Q filed July 27, 2010
|
(15)
|
Incorporated by reference from the Company’s 2011 Form 10-Q filed July 22, 2011
|
(16)
|
Incorporated by reference from the Company’s 2011 Form 10-Q filed October 26, 2011
|
(17)
|
Incorporated by reference from Annex A of the Company's 2012 Definitive Proxy Statement filed March 22, 2012
|
(18)
|
Incorporated by reference from the Company’s 2012 Form 8-K filed August 1, 2012
|
(19)
|
Incorporated by reference from the Company’s 2012 Form 8-K filed December 28, 2012
|
(20)
|
Incorporated by reference from the Company’s 2012 Form 8-K filed January 4, 2013
|
(21)
|
Incorporated by reference from the Company’s 2013 Form 10-Q filed October 30, 2013
|
(22)
|
Incorporated by reference from the Company's 2013 Form 10-K filed February 27, 2014
|
(23)
|
Incorporated by reference from the Company's 2014 Form 10-Q filed April 23, 2014
|
(24)
|
Incorporated by reference from The Shaw Group Inc.’s Form 8-K filed October 18, 2006
|
(25)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed April 9, 2009
|
(26)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed January 6, 2010
|
(27)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed January 6, 2011
|
(28)
|
Incorporated by reference from The Shaw Group Inc.’s Form 8-K filed January 20, 2011
|
(29)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-K filed October 19, 2012
|
(30)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the years ended
December 31, 2014
,
2013
and
2012
, (ii) the Consolidated Statements of Comprehensive Income for the years ended
December 31, 2014
,
2013
and
2012
, (iii) the Consolidated Balance Sheets as of
December 31, 2014
and
2013
, (iv) the Consolidated Statements of Cash Flows for the years ended
December 31, 2014
,
2013
and
2012
(v) the Consolidated Statements of Shareholders’ Equity for the years ended
December 31, 2014
,
2013
and
2012
, and (vi) the Notes to Consolidated Financial Statements.
|
|
|
Page
|
Article I. Establishment, Objectives and Duration
|
1
|
|
1.1.
|
Establishment of Plan
|
1
|
1.2.
|
Effective Date
|
1
|
1.3.
|
Objectives
|
1
|
|
|
|
Article II. Definitions
|
1
|
|
2.1.
|
“Account”
|
1
|
2.2.
|
“Award”
|
1
|
2.3.
|
“Board”
|
2
|
2.4.
|
“Bonus”
|
2
|
2.5.
|
“Change Date,”
|
2
|
2.6.
|
“Code”
|
2
|
2.7.
|
“Company”
|
2
|
2.8.
|
“Deferral Election”
|
2
|
2.9.
|
“Disability”
|
2
|
2.10.
|
“Distribution Election”
|
2
|
2.11.
|
“Employee”
|
2
|
2.12.
|
“Employer”
|
2
|
2.13.
|
“ERISA”
|
2
|
2.14.
|
“Grandfathered Amount”
|
2
|
2.15.
|
“Incentive Compensation Program”
|
2
|
2.16.
|
“Long-Term Incentive Plan”
|
2
|
2.17.
|
“Measurement Fund”
|
3
|
2.18.
|
“Participant”
|
3
|
2.19.
|
“Plan Administrator”
|
3
|
2.20.
|
“Plan Year”
|
3
|
2.21.
|
“Salary”
|
3
|
2.22.
|
“Savings Plan”
|
3
|
2.23.
|
“Separation from Service”
|
3
|
2.24.
|
“Subsidiary”
|
3
|
2.25.
|
“Trust”
|
3
|
2.26.
|
“Trustee”
|
3
|
2.27.
|
“Valuation Date”
|
3
|
|
|
|
Article III. Participation
|
4
|
|
3.1.
|
Eligibility
|
4
|
3.2.
|
Participation
|
4
|
3.3.
|
Duration of Participation
|
4
|
|
|
|
Article IV. Deferred Compensation
|
4
|
|
4.1.
|
Deferral of Compensation
|
4
|
4.2.
|
Time of Election
|
5
|
4.3.
|
Suspension of Deferral for Hardship
|
5
|
4.4.
|
Income (or Loss) on Credits
|
6
|
4.5.
|
Statements
|
6
|
|
|
|
Article V. Vesting
|
6
|
|
5.1.
|
Vesting
|
6
|
|
|
|
Article VI. Payment of Benefits
|
6
|
|
6.1.
|
Distribution Options
|
6
|
6.2.
|
Changes in Distribution Options
|
8
|
6.3.
|
Unforeseeable Emergency
|
8
|
6.4.
|
Small Account Balances
|
9
|
6.5.
|
Form of Payment
|
9
|
6.6.
|
Beneficiary
|
9
|
6.7.
|
Rights of Beneficiary
|
9
|
6.8.
|
Facility of Payment
|
9
|
6.9.
|
Special Transitional Rules
|
10
|
|
|
|
Article VII. Administration
|
11
|
|
7.1.
|
Company as Plan Administrator
|
11
|
7.2.
|
Power of the Plan Administrator
|
11
|
7.3.
|
Claims for Benefits
|
12
|
|
|
|
Article VIII. Miscellaneous
|
12
|
|
8.1.
|
Funding Policy
|
12
|
8.2.
|
Trust
|
12
|
8.3.
|
No Employment Rights
|
13
|
8.4.
|
Withholding
|
13
|
8.5.
|
No Assignment
|
13
|
8.6.
|
Expenses
|
13
|
8.7.
|
Transfers of Liability
|
13
|
8.8.
|
Certain Accelerated Payments
|
13
|
8.9.
|
Amendment and Termination
|
14
|
8.10.
|
Successors
|
14
|
8.11.
|
Company Action
|
15
|
8.12.
|
Notice
|
15
|
8.13.
|
Governing Law
|
15
|
(a)
|
Salary Deferral
. A Participant may elect to defer any whole percentage up to and including 50% of his or her Salary.
|
(b)
|
Bonus Deferral
. A Participant may elect to defer (i) any whole percentage up to and including 100% of his or her Bonus, (ii) a stated dollar amount of his or her Bonus, or (iii) all of his or her Bonus (if any) in excess of a stated dollar amount. Notwithstanding such election, in no event will the Bonus deferral exceed the actual Bonus to which he or she would otherwise be entitled under the Incentive Compensation Program.
|
(a)
|
Salary Deferral
. A Salary Deferral Election shall be made (and a Bonus Deferral Election may be made) during the ninety-day election period preceding the first day of a Plan Year and shall become effective as of the first day of the Plan Year following the election period for Salary for services performed, or Bonus earned, in the Plan Year following the election period. A Salary Deferral Election for a Plan Year shall become irrevocable for the Plan Year on the December 31 preceding the Plan Year.
|
(b)
|
Bonus Deferral
. A Bonus Deferral Election (if not made under subsection (a) above) shall be made during the ninety-day period preceding July 1 of the Plan Year over which the Bonus is earned and shall be effective July 1 of the Plan Year for services performed in that Plan Year. A Bonus Deferral Election for a Plan Year shall become irrevocable for a Plan Year on the June 30 within such Plan Year.
|
(c)
|
New Participants
. If an individual becomes an Eligible Employee after the first day of the Plan Year, he or she may make a Deferral Election within 30 days of the date he or she first became eligible respecting Salary for services performed and Bonus earned after he or she makes the election. (For this purpose, the portion of Bonus earned after the election will be determined based on the ratio of the number of days in the Plan Year after the election to the total number of days in the Plan Year.) A Deferral Election for a newly eligible Participant shall become irrevocable for the Plan Year on the thirtieth (30th) day after he or she became eligible (or, for a Bonus Deferral Election, on the date prescribed by subsection (b), if later).
|
(d)
|
Subsequent Deferral Elections
. After a Deferral Election becomes irrevocable the Participant may not thereafter elect to increase, decrease, or cease his or her Salary or Bonus deferral during the remainder of the Plan Year. However, the Participant may make a new and different Deferral Election (or revoke his or her Deferral Election) for Salary or Bonus to be earned in the following Plan Year during the applicable election period for that following Plan Year. If a Participant does not change his or her current Plan Year’s Deferral Election within the applicable election period for the following Plan Year, his or her current Plan Year’s Deferral Election will continue in effect for the following Plan Year. Every Deferral Election under this Plan shall be effective only with respect to Salary and Bonus not yet earned as of the date of the election.
|
(a)
|
Distribution Dates:
|
(i)
|
Separation
. The date which is six months after the Participant’s Separation from Service;
|
(ii)
|
Designated Date
. The first day of a designated calendar month in a designated calendar year;
|
(iii)
|
Designated Post-Employment Deferral
. The first day of the calendar month that follows the Participant’s Separation from Service by a designated number (not less than six nor more than 120) of months;
|
(iv)
|
First-to-Occur
. The first to occur of (x) a Designated Date under clause (ii) and (y) either six months after the Participant’s Separation from Service under clause (i) or the first day of a designated post-employment deferral under clause (iii).
|
(b)
|
Distribution Methods:
|
(i)
|
Lump Sum
. A distribution in a single lump sum.
|
(ii)
|
Installments
. A distribution in annual, quarterly or monthly installments over a period, not exceeding 10 years, elected by the Participant; with the amount of each installment being (subject to Section 6.4) the balance of the Participant’s Account (or subaccount) subject to this distribution option as of the Valuation Date preceding payment divided by the number of installments (including the current installment) remaining to be paid.
|
(c)
|
If upon a Participant’s Separation from Service no valid Distribution Election is in effect for his or her Account or any subaccount, distribution shall be made six months after his or her Separation from Service in a single lump sum.
|
(iii)
|
The Amended Distribution Election may not take effect until at least 12 months after the date on which the Amended Distribution Election is delivered to the Plan Administrator.
|
(iv)
|
The payment with respect to which the Amended Distribution Election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made (or in the case of installments, five years from the date the first amount was scheduled to be paid).
|
(v)
|
Any Amended Distribution Election related to payment described in Section 6.1(a)(ii) (payment at a specified time) or (iii) payment pursuant to a fixed schedule) or Section 6.1(b)(ii) (installments) must be made at least 12 months before the date on which the first amount was scheduled to be paid.
|
(a)
|
Directly to such minor or other person.
|
(b)
|
To the legal guardian or conservator of such minor or other person;
|
(c)
|
To the spouse, parent, brother, sister, child or other relative of such minor or other person for the use and benefit of such minor or other person.
|
(a)
|
each Participant with a Grandfathered Amount make a change of election of any Distribution Date and Distribution Method with respect to such Grandfathered Amount in accordance with Section 6.2 of the Plan as in effect on December 31, 2004, as set forth in Appendix I.
|
(b)
|
each Participant may within a period prescribed by the Plan Administrator ending on each of December 31, 2006, December 31, 2007, and December 31, 2008, and under procedures determined by the Plan Administrator in its sole discretion, make an election (a “
Special Transitional Election
”) of any Distribution Date and Distribution Method permitted by Section 6.1 for all (but not less than all) of his or her Account without regard to the restrictions of Section 6.2 on changes of election, without regard to the existence of any prior election (including any prior Special Transitional Election) and without regard to the prohibition on acceleration of payments, provided, however, that the Special Transitional Election in any calendar year (i) shall apply only to amounts that would not otherwise be payable in such calendar year, and (ii) may not cause an amount to be paid in such calendar year that would not otherwise be payable in such calendar year.
|
(c)
|
In the event a Participant has a separate agreement with the Company (or the Parent or a Subsidiary) providing for a time and form of payment of benefits under this Plan additional to or different from that previously determined and in effect under Section 6.1 and 6.2 (and, if applicable, subsection (a) above), that separate agreement shall be given effect under this Plan, subject to the following:
|
(i)
|
Any such separate agreement executed on or before December 31, 2008, shall be given effect as (or as part of) a Special Transitional Election pursuant to subsection (b) above.
|
(ii)
|
Any such separate agreement executed on or after January 1, 2009, shall be given effect only with respect to Salary Deferral and Bonus Deferral (and respective earnings thereon) for Plan Years beginning after the calendar year in which such separate agreement is executed. In such event the Plan
|
(a)
|
To construe and interpret the Plan, determine the application of the Plan to situations where such application is unclear or disputable, and make equitable adjustments for any mistakes or errors made in the administration of the Plan.
|
(b)
|
To determine all questions arising in the administration of the Plan, including the power to determine the rights of Participants and their beneficiaries and the amount of their respective benefits;
|
(c)
|
To adopt such rules, regulations and forms as it may deem necessary for the proper and efficient administration of the Plan consistent with its purposes;
|
(d)
|
To enforce the Plan in accordance with its terms and the rules, regulations and forms adopted by the Plan Administrator;
|
(e)
|
To take such action and establish such procedures as it deems necessary or appropriate to coordinate deferrals and benefits under this Plan with the Incentive Program, the Long-Term Incentive Plan, the Chicago Bridge & Iron Company Excess Benefit Plan, or the Trust;
|
(f)
|
To take such action and establish such procedures as it deems necessary or appropriate to implement Participant designations of Measurement Funds and coordinate the investment of Trust assets with such designations to reduce or eliminate the Company’s exposure to market fluctuations;
|
(g)
|
To instruct the Trustee regarding payments from the Plan and to provide, amend, and supplement from time to time a schedule of payments to be made from the Trust for purposes of the Plan;
|
(h)
|
To employ such counsel, auditors, actuaries, or other specialists (who may be counsel, auditors, actuaries or other specialists for the Company) and to engage such clerical or other services to the extent such services are not provided by the Company;
|
(i)
|
To delegate such of its powers and authorities to such person or persons, with his, her, its or their consent, as the Plan Administrator may appoint;
|
(j)
|
To do all other things the Plan Administrator deems necessary or desirable for the advantageous administration of the Plan and to make the Plan fully effective in accordance with its terms and intent.
|
(a)
|
to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreements with the Federal government, or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law;
|
(b)
|
to pay employment taxes imposed under Sections 3101, 3121(a), 3121(v)(2), 3201, 3211, 3231(e)(1) or 3231(e)(8) of the Code on compensation deferred under the Plan, plus the income tax at the source on wages imposed under Section 3401 or the corresponding provisions of any applicable state, local or foreign tax laws as a result of the payment of such employment taxes, plus any additional income tax at source on wages attributable to the pyramiding of Section 3401 wages and taxes, but not in excess of the minimum required amount of such employment and income taxes;
|
(c)
|
to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid
|
(d)
|
as satisfaction of a debt of the Participant to the Company or a Subsidiary where such debt is incurred in the ordinary course of the employment relationship between the Company and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
|
(a)
|
the termination is within the 30 days preceding or the 12 months following a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A and regulations thereunder; or
|
(b)
|
all arrangements that would be aggregated with this Plan pursuant to the regulations under Section 409A are terminated, no payments are made (except as otherwise provided by the Plan) within 12 months of the termination and all Accounts are distributed within 24 months of the termination, and the Company does not adopt a new arrangement that would be aggregated with this Plan pursuant to the regulations under Section 409A are adopted by the Company within five years of the termination;
|
Re:
|
$1,350,000,000 Senior Unsecured Credit Facility – Amendment to Credit Agreement
|
|
|
|
Subsidiary or Affiliate
|
|
Jurisdiction in which Incorporated or Organized
|
CB&I Holdings B.V.
|
|
The Netherlands
|
Lealand Finance Company B.V.
|
|
The Netherlands
|
Chicago Bridge & Iron Company B.V.
|
|
The Netherlands
|
Arabian CBI Ltd.
|
|
Saudi Arabia
|
Arabian CBI Tank Manufacturing Company Ltd.
|
|
Saudi Arabia
|
CBI Constructors Pty. Ltd.
|
|
Australia
|
CBI Constructors (PNG) Pty. Ltd.
|
|
Papua New Guinea
|
CBI Constructors S.A. (Proprietary) Limited
|
|
South Africa
|
CB&I Finance Company Limited
|
|
Ireland
|
CBI Holdings (U.K.) Limited
|
|
United Kingdom
|
CBI Constructors Limited
|
|
United Kingdom
|
CB&I UK Limited
|
|
United Kingdom
|
CBI (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
CBI Montajes de Chile Limitada
|
|
Chile
|
CB&I (Nigeria) Limited
|
|
Nigeria
|
CB&I Oil & Gas Europe B.V.
|
|
The Netherlands
|
CB&I Nederland B.V.
|
|
The Netherlands
|
CB&I Lummus GmbH
|
|
Germany
|
Lummus Novolen Technology GmbH
|
|
Germany
|
Lummus Technology Heat Transfer B.V.
|
|
The Netherlands
|
CB&I s.r.o.
|
|
Czech Republic
|
CB&I Global Operations International, Pte. Ltd.
|
|
Singapore
|
CB&I Global Operations US Pte., Ltd.
|
|
Signapore
|
CB&I Mozambique
|
|
Mozambique
|
CB&I Korea Limited
|
|
Korea
|
CBI Peruana S.A.C.
|
|
Peru
|
CBI (Philippines) Inc.
|
|
Philippines
|
CBI Venezolana S.A.
|
|
Venezuela
|
Chicago Bridge & Iron Company (Egypt) LLC
|
|
Egypt
|
CMP Holdings B.V.
|
|
The Netherlands
|
CB&I Power Company B.V.
|
|
The Netherlands
|
Horton CBI, Limited
|
|
Canada
|
P.T. Chicago Bridge & Iron
(1)
|
|
Indonesia
|
|
|
|
Chicago Bridge & Iron (Antilles) N.V.
|
|
Netherland Antilles
|
Arabian Gulf Material Supply Company Ltd.
|
|
Cayman Islands
|
CBI Eastern Anstalt
|
|
Liechtenstein
|
Oasis Supply Company Anstalt
|
|
Liechtenstein
|
CB&I Hungary Holding LLC (CBI Hungary Kft)
|
|
Hungary
|
CBI Overseas, LLC
|
|
Delaware
|
Southern Tropic Material Supply Company, Ltd.
|
|
Cayman Islands
|
|
|
|
Chicago Bridge & Iron Company
|
|
Delaware
|
Lone Star Risk Corporation
|
|
Texas
|
The Shaw Group Inc.
|
|
Louisiana
|
CB&I Stone & Webster, Inc.
|
|
Louisiana
|
CB&I Inc.
|
|
Texas
|
CBI Americas Ltd.
|
|
Delaware
|
CB&I Tyler Company
|
|
Delaware
|
CB&I Paddington Limited
|
|
United Kingdom
|
CB&I London
|
|
United Kingdom
|
CB&I Woodlands L.L.C.
|
|
Delaware
|
CBI Services, Inc.
|
|
Delaware
|
Chicago Bridge & Iron Company
|
|
Illinois
|
Asia Pacific Supply Co.
|
|
Delaware
|
CBI Caribe, Ltd.
|
|
Delaware
|
CBI Company Ltd.
|
|
Delaware
|
Constructora C.B.I. Limitada
|
|
Chile
|
Central Trading Company Ltd.
|
|
Delaware
|
Chicago Bridge & Iron Company (Delaware)
|
|
Delaware
|
CSA Trading Company, Ltd.
|
|
Delaware
|
Lummus Technology Inc.
|
|
Delaware
|
CB&I Technology Ventures, Inc.
|
|
Delaware
|
(1)
|
Unconsolidated affiliate
|
(1)
|
Registration Statement (Form S-8 No. 333-64442) pertaining to the 2001 Employee Stock Purchase Plan of Chicago Bridge & Iron Company N.V.,
|
(2)
|
Registration Statement (Form S-8 No. 333-156004) pertaining to the 2008 Long-Term Incentive Plan of Chicago Bridge & Iron Company N.V.,
|
(3)
|
Registration Statement (Form S-8 No. 333-87081) pertaining to the 1999 Long-Term Incentive Plan of Chicago Bridge & Iron Company N.V.,
|
(4)
|
Registration Statement (Form S-8 No. 333-39975) pertaining to the Employee Stock Purchase Plan (1997) of Chicago Bridge & Iron Company N.V.,
|
(5)
|
Registration Statement (Form S-8 No. 333-24443) pertaining to the Management Defined Contribution Stock Incentive Plan of Chicago Bridge & Iron Company N.V.,
|
(6)
|
Registration Statement (Form S-8 No. 333-24445) pertaining to the Long-Term Incentive Plan of Chicago Bridge & Iron Company N.V.,
|
(7)
|
Registration Statement (Form S-8 No. 333-33199) pertaining to the Savings Plan of Chicago Bridge & Iron Company N.V.,
|
(8)
|
Registration Statement (Form S-8 No. 333-159182) pertaining to the 2009 Amendment to the 2008 Long-Term Incentive Plan of Chicago Bridge & Iron Company N.V.,
|
(9)
|
Registration Statement (Form S-8 No. 333-159183) pertaining to the 2009 Amendment to the 2001 Employee Stock Purchase Plan of Chicago Bridge & Iron Company N.V.,
|
(10)
|
Registration Statement (Form S-3 No. 333-182223) pertaining to the Common Stock, Senior Debt Securities, Subordinated Debt Securities and Warrants of Chicago Bridge & Iron Company N.V.,
|
(11)
|
Registration Statement (Form S-8 No. 333-186996) pertaining to The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan, The Shaw Group Inc. The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive Plan, The Shaw Group Inc. 2008 Omnibus Incentive Plan.
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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
|