|
x
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
The Netherlands
|
|
Prinses Beatrixlaan 35
|
|
98-0420223
|
(State or other jurisdiction of
|
|
2595 AK The Hague
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
The Netherlands
|
|
|
|
|
31 70 373 2010
|
|
|
|
|
(Address and telephone number of principal executive offices)
|
|
|
Title of each class:
|
|
Name of each exchange on which registered:
|
Common Stock; Euro .01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Item 15.
|
||
•
|
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”);
|
•
|
unanticipated costs or claims, including costs for project modifications, delays, errors or changes in specifications or designs, regulatory changes or contract termination;
|
•
|
unanticipated technical problems with the structures, equipment or systems we supply;
|
•
|
failure to properly estimate costs of engineering, materials, components, equipment, labor or subcontractors;
|
•
|
changes in the costs of engineering, materials, components, equipment, labor or subcontractors;
|
•
|
changes in labor conditions, including the availability, wage and productivity of labor;
|
•
|
productivity and other delays caused by weather conditions;
|
•
|
failure of our suppliers or subcontractors to perform;
|
•
|
difficulties in obtaining required governmental permits or approvals;
|
•
|
changes in laws and regulations; and
|
•
|
changes in general economic conditions.
|
•
|
current and projected oil and gas prices;
|
•
|
exploration, extraction, production and transportation costs;
|
•
|
the discovery rate, size and location of new oil and gas reserves;
|
•
|
the sale and expiration dates of leases and concessions;
|
•
|
local and international political and economic conditions, including sanctions, war or conflict;
|
•
|
technological challenges and advances;
|
•
|
the ability of oil and gas companies to generate capital;
|
•
|
demand for hydrocarbon production; and
|
•
|
changing taxes, price controls, and laws and regulations.
|
•
|
unstable economic conditions in some countries in which we make capital investments, operate or provide services, including Europe, which has experienced recent economic turmoil;
|
•
|
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;
|
•
|
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;
|
•
|
expropriation of property;
|
•
|
restrictions on the right to receive dividends from our ventures, convert currency or repatriate funds; and
|
•
|
political upheaval and international hostilities, including risks of loss due to civil strife, acts of war, guerrilla activities, insurrections and acts of terrorism.
|
•
|
difficulties in the integration of operations and systems;
|
•
|
the key personnel and customers of the acquired company may terminate their relationships with the acquired company;
|
•
|
additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;
|
•
|
assumption of risks and liabilities (including, for example, environmental-related costs), some of which we may not discover during our due diligence;
|
•
|
disruption of or insufficient management attention to our ongoing business;
|
•
|
inability to realize the cost savings or other financial or operational benefits we anticipated; and
|
•
|
potential requirement for additional equity or debt financing, which may not be available, or if available, may not have favorable terms.
|
•
|
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;
|
•
|
legal and contractual restrictions on the amount of dividends that we may distribute to our shareholders, including but not limited to restrictions under the Dutch Civil Code; and
|
•
|
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.
|
Location
|
|
Type of Facility
|
|
Interest
|
|
Operating Group
|
Brno, Czech Republic
|
|
Engineering office
|
|
Leased
|
|
EC
|
Canton, Massachusetts
|
|
Operations office
|
|
Leased
|
|
EC, CS, Tech
|
Charlotte, North Carolina
|
|
Operations and sales office
|
|
Leased
|
|
EC
|
Gurgaon, India
|
|
Engineering and operations office
|
|
Leased
|
|
EC, FS, Tech
|
Houston, Texas
|
|
Engineering and operations office
|
|
Leased
|
|
EC, Tech
|
London, England
|
|
Engineering and sales office
|
|
Leased
|
|
EC
|
Moscow, Russia
|
|
Administrative, operations and sales office
|
|
Leased
|
|
EC, Tech
|
Perth, Australia
|
|
Administrative, engineering, operations and sales office
|
|
Leased
|
|
EC, FS
|
The Hague, The Netherlands
(1)
|
|
Administrative, engineering, operations and sales office
|
|
Leased
|
|
EC, FS, Tech, Corp
|
Abu Dhabi, UAE
|
|
Operations office and fabrication facility
|
|
Owned/Leased
|
|
FS
|
Al Aujam, Saudi Arabia
|
|
Fabrication facility and warehouse
|
|
Owned
|
|
FS
|
Al-Khobar, Saudi Arabia
|
|
Administrative and engineering office
|
|
Leased
|
|
FS, EC
|
Askar, Bahrain
|
|
Operations office and fabrication facility
|
|
Owned/Leased
|
|
FS
|
Beaumont, Texas
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Clearfield, Utah
|
|
Fabrication facility
|
|
Leased
|
|
FS
|
Clive, Iowa
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
Dubai, UAE
|
|
Administrative, engineering and operations office and warehouse
|
|
Leased
|
|
FS, Tech
|
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
|
Lake Charles, Louisiana
|
|
Fabrication facility
|
|
Owned/Leased
|
|
FS
|
Laurens, South Carolina
|
|
Fabrication facility
|
|
Owned
|
|
FS
|
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
|
Tyler, Texas
|
|
Engineering office
|
|
Owned
|
|
FS
|
The Woodlands, Texas
(1)
|
|
Administrative, operations and sales office
|
|
Owned
|
|
FS, EC, Tech, CS, Corp
|
Walker, Louisiana
|
|
Operations office, fabrication facility and warehouse
|
|
Owned
|
|
FS
|
Beijing, China
|
|
Sales and operations office
|
|
Leased
|
|
Tech
|
Bloomfield, New Jersey
|
|
Administrative, engineering and operations office
|
|
Leased
|
|
Tech, FS
|
Ludwigshafen, Germany
|
|
Research and development office
|
|
Leased
|
|
Tech
|
Mannheim, Germany
|
|
Engineering and operations office
|
|
Leased
|
|
Tech
|
Pasadena, Texas
|
|
Research and development office and manufacturing facility
|
|
Owned
|
|
Tech
|
Alexandria, Virginia
|
|
Operations office
|
|
Leased
|
|
CS
|
Baton Rouge, Louisiana
|
|
Administrative, engineering and operations offices
|
|
Leased
|
|
CS, EC, FS
|
Findlay, Ohio
|
|
Operations office and warehouse
|
|
Leased
|
|
CS
|
Greenwood Village, Colorado
|
|
Operations office
|
|
Leased
|
|
CS, Tech
|
Knoxville, Tennessee
|
|
Operations office
|
|
Leased
|
|
CS
|
Monroeville, Pennsylvania
|
|
Operations office
|
|
Leased
|
|
CS
|
Trenton, New Jersey
|
|
Operations office
|
|
Leased
|
|
CS
|
(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, 2016
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
36.56
|
|
|
$
|
26.55
|
|
|
$
|
31.75
|
|
|
$
|
0.07
|
|
Third Quarter
|
|
$
|
39.71
|
|
|
$
|
26.12
|
|
|
$
|
28.03
|
|
|
$
|
0.07
|
|
Second Quarter
|
|
$
|
41.33
|
|
|
$
|
32.16
|
|
|
$
|
34.63
|
|
|
$
|
0.07
|
|
First Quarter
|
|
$
|
39.82
|
|
|
$
|
31.30
|
|
|
$
|
36.59
|
|
|
$
|
0.07
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
46.39
|
|
|
$
|
36.75
|
|
|
$
|
38.99
|
|
|
$
|
0.07
|
|
Third Quarter
|
|
$
|
53.73
|
|
|
$
|
36.23
|
|
|
$
|
39.66
|
|
|
$
|
0.07
|
|
Second Quarter
|
|
$
|
59.45
|
|
|
$
|
44.00
|
|
|
$
|
50.04
|
|
|
$
|
0.07
|
|
First Quarter
|
|
$
|
50.12
|
|
|
$
|
32.16
|
|
|
$
|
49.26
|
|
|
$
|
0.07
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
CB&I
|
|
$
|
100
|
|
|
$
|
123
|
|
|
$
|
220
|
|
|
$
|
111
|
|
|
$
|
103
|
|
|
$
|
84
|
|
S&P 500
|
|
$
|
100
|
|
|
$
|
113
|
|
|
$
|
147
|
|
|
$
|
164
|
|
|
$
|
163
|
|
|
$
|
178
|
|
DJ U.S. Heavy Construction Index
|
|
$
|
100
|
|
|
$
|
121
|
|
|
$
|
158
|
|
|
$
|
117
|
|
|
$
|
103
|
|
|
$
|
126
|
|
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
|
|
662
|
|
|
$
|
19.03
|
|
|
8,421
|
|
Equity compensation plans not approved by security holders
(1)
|
|
46
|
|
|
$
|
45.13
|
|
|
315
|
|
Total
|
|
708
|
|
|
$
|
20.73
|
|
|
8,736
|
|
(1)
|
Associated with The Shaw 2008 Omnibus Incentive Plan that was approved by The Shaw Group Inc. (“Shaw”) shareholders and subsequently acquired as part of our acquisition of Shaw (the “Shaw Acquisition”), on February 13, 2013 (the “Acquisition Closing Date”).
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2016
(1)
|
|
2015
(2)
|
|
2014
|
|
2013
(3)
|
|
2012
|
||||||||||
|
|
(In thousands, except per share and employee data)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
10,679,558
|
|
|
$
|
12,929,504
|
|
|
$
|
12,974,930
|
|
|
$
|
11,094,527
|
|
|
$
|
5,485,206
|
|
Cost of revenue
|
|
9,653,502
|
|
|
11,417,188
|
|
|
11,508,521
|
|
|
9,895,517
|
|
|
4,786,499
|
|
|||||
Gross profit
|
|
1,026,056
|
|
|
1,512,316
|
|
|
1,466,409
|
|
|
1,199,010
|
|
|
698,707
|
|
|||||
Selling and administrative expense
|
|
349,874
|
|
|
387,027
|
|
|
405,208
|
|
|
379,485
|
|
|
227,948
|
|
|||||
Intangibles amortization
|
|
42,439
|
|
|
57,625
|
|
|
66,506
|
|
|
61,111
|
|
|
22,613
|
|
|||||
Equity earnings
|
|
(26,826
|
)
|
|
(15,689
|
)
|
|
(25,225
|
)
|
|
(23,474
|
)
|
|
(17,931
|
)
|
|||||
Goodwill impairment
|
|
655,000
|
|
|
453,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on net assets sold and intangible assets impairment
|
|
148,148
|
|
|
1,052,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other operating expense (income), net
(4)
|
|
2,339
|
|
|
2,619
|
|
|
(2,373
|
)
|
|
1,643
|
|
|
(566
|
)
|
|||||
Acquisition and integration related costs
(5)
|
|
—
|
|
|
—
|
|
|
39,685
|
|
|
95,737
|
|
|
11,000
|
|
|||||
(Loss) income from operations
|
|
(144,918
|
)
|
|
(425,117
|
)
|
|
982,608
|
|
|
684,508
|
|
|
455,643
|
|
|||||
Interest expense
|
|
(105,349
|
)
|
|
(94,360
|
)
|
|
(83,590
|
)
|
|
(87,578
|
)
|
|
(19,606
|
)
|
|||||
Interest income
|
|
13,004
|
|
|
8,285
|
|
|
8,524
|
|
|
6,930
|
|
|
8,029
|
|
|||||
(Loss) income before taxes
|
|
(237,263
|
)
|
|
(511,192
|
)
|
|
907,542
|
|
|
603,860
|
|
|
444,066
|
|
|||||
Income tax (expense) benefit
(6)(7)
|
|
(2,560
|
)
|
|
81,231
|
|
|
(271,417
|
)
|
|
(91,270
|
)
|
|
(127,003
|
)
|
|||||
Net (loss) income
|
|
(239,823
|
)
|
|
(429,961
|
)
|
|
636,125
|
|
|
512,590
|
|
|
317,063
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
(73,346
|
)
|
|
(74,454
|
)
|
|
(92,518
|
)
|
|
(58,470
|
)
|
|
(15,408
|
)
|
|||||
Net (loss) income attributable to CB&I
|
|
$
|
(313,169
|
)
|
|
$
|
(504,415
|
)
|
|
$
|
543,607
|
|
|
$
|
454,120
|
|
|
$
|
301,655
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income attributable to CB&I per share — basic
|
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
5.03
|
|
|
$
|
4.29
|
|
|
$
|
3.12
|
|
Net (loss) income attributable to CB&I per share — diluted
|
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
4.98
|
|
|
$
|
4.23
|
|
|
$
|
3.07
|
|
Cash dividends per share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
3,043,410
|
|
|
$
|
3,711,506
|
|
|
$
|
4,195,231
|
|
|
$
|
4,226,468
|
|
|
$
|
926,711
|
|
Total assets
(8)
|
|
$
|
7,839,420
|
|
|
$
|
9,192,060
|
|
|
$
|
9,369,830
|
|
|
$
|
9,374,291
|
|
|
$
|
4,327,192
|
|
Long-term debt, net
(8)
|
|
$
|
1,287,923
|
|
|
$
|
1,791,832
|
|
|
$
|
1,553,846
|
|
|
$
|
1,610,863
|
|
|
$
|
799,143
|
|
Total shareholders’ equity
|
|
$
|
1,561,337
|
|
|
$
|
2,163,590
|
|
|
$
|
2,876,303
|
|
|
$
|
2,507,438
|
|
|
$
|
1,396,310
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from operations percentage
|
|
(1.4)%
|
|
(3.3)%
|
|
7.6%
|
|
6.2%
|
|
8.3%
|
||||||||||
Depreciation and amortization
|
|
$
|
122,522
|
|
|
$
|
161,135
|
|
|
$
|
181,398
|
|
|
$
|
180,026
|
|
|
$
|
66,421
|
|
Capital expenditures
|
|
$
|
52,462
|
|
|
$
|
78,852
|
|
|
$
|
117,624
|
|
|
$
|
90,492
|
|
|
$
|
72,279
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New awards
(9)
|
|
$
|
7,064,157
|
|
|
$
|
13,138,498
|
|
|
$
|
16,265,273
|
|
|
$
|
12,252,970
|
|
|
$
|
7,305,970
|
|
Backlog
(9)
|
|
$
|
18,455,233
|
|
|
$
|
22,643,939
|
|
|
$
|
30,363,269
|
|
|
$
|
27,794,212
|
|
|
$
|
10,928,818
|
|
Number of employees:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaried
|
|
16,100
|
|
|
18,500
|
|
|
22,900
|
|
|
21,400
|
|
|
9,400
|
|
|||||
Hourly and craft
|
|
26,000
|
|
|
23,500
|
|
|
31,500
|
|
|
34,500
|
|
|
17,400
|
|
(1)
|
Results for 2016 include the impact of a reserve for the Transaction Receivable associated with the 2015 sale of our Nuclear Operations, which resulted in a non-cash pre-tax charge of approximately
$148.1 million
(approximately
$96.3 million
after-tax). Results for 2016 also include a non-cash pre-tax charge related to the partial impairment of goodwill (approximately
$655.0 million
) for our Capital Services operating group resulting from our fourth quarter annual impairment assessment. Our 2016 net income reflects the non-deductibility of the goodwill impairment charge for tax purposes. See “Results of Operations” within Item 7 and Note 6 within Item 8 for additional discussion.
|
(2)
|
Results for 2015 include the impact of the sale of our Nuclear Operations which resulted in a non-cash pre-tax charge of approximately
$1.5 billion
(approximately
$1.1 billion
after-tax) related to the impairment of goodwill (approximately
$453.1 million
) and intangible assets (approximately
$79.1 million
) and a loss on net assets sold (approximately
$973.7 million
), as well as a reduction in our backlog (approximately
$7.3 billion
). See “Results of Operations” within Item 7 and
Note 4
within Item 8 for further discussion and quantification of the impact of the sale.
|
(3)
|
Results for 2013 include the impact of the Shaw Acquisition from the Acquisition Closing Date.
|
(4)
|
Other operating expense (income), net
, generally represents (gains) losses associated with the sale or disposition of property and equipment. For 2015,
other operating expense (income), net
, also included a gain of approximately
$7.5 million
related to the contribution of a technology to one of our unconsolidated joint ventures and a foreign exchange loss of approximately
$11.0 million
associated with the re-measurement of certain non-U.S. Dollar denominated net assets.
|
(5)
|
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.
|
(6)
|
Income tax expense for 2013 included a benefit of approximately
$62.8 million
resulting from the reversal of a valuation allowance associated with our United Kingdom (“U.K.”) net operating loss deferred tax asset.
|
(7)
|
Income tax expense for 2016 included a benefit of approximately
$67.0 million
resulting from the reversal of a deferred tax liability associated with historical earnings of a non-U.S. subsidiary for which the earnings are no longer anticipated to be subject to tax.
|
(8)
|
Our December 31, 2015, 2014, 2013 and 2012 Balance Sheets reflect the reclassification of deferred debt issuance costs from total assets to current maturities of long-term debt and long-term debt.
|
(9)
|
New awards represent the expected revenue value of new contract commitments received during a given period, as well as scope growth on existing commitments. Backlog represents the unearned value of our new awards. New awards and backlog include the entire award values for joint ventures we consolidate and our proportionate share of award values for joint ventures we proportionately consolidate.
New awards and backlog also include our pro-rata share of the award values for unconsolidated joint ventures we account for under the equity method.
As the net results for our equity method joint ventures are recognized as equity earnings, their revenue is not presented in our Consolidated Statement of Operations.
Backlog may fluctuate with currency movements.
|
|
|
December 31,
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||
|
|
2016
|
|
% of
Total |
|
2015
|
|
% of
Total |
|
2014
|
|
% of
Total |
||||||
Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
9,916,948
|
|
|
54%
|
|
$
|
12,892,804
|
|
|
57%
|
|
$
|
21,284,090
|
|
|
71%
|
Fabrication Services
|
|
2,114,550
|
|
|
11%
|
|
3,107,500
|
|
|
14%
|
|
2,828,954
|
|
|
9%
|
|||
Technology
|
|
1,025,723
|
|
|
6%
|
|
963,058
|
|
|
4%
|
|
652,750
|
|
|
2%
|
|||
Capital Services
|
|
5,398,012
|
|
|
29%
|
|
5,680,577
|
|
|
25%
|
|
5,597,475
|
|
|
18%
|
|||
Total backlog
|
|
$
|
18,455,233
|
|
|
|
|
$
|
22,643,939
|
|
|
|
|
$
|
30,363,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||
|
|
2016
|
|
% of
Total |
|
2015
|
|
% of
Total |
|
2014
|
|
% of
Total |
||||||
New Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
3,104,874
|
|
|
44%
|
|
$
|
6,709,864
|
|
|
51%
|
|
$
|
10,101,263
|
|
|
62%
|
Fabrication Services
|
|
1,273,971
|
|
|
18%
|
|
3,106,563
|
|
|
24%
|
|
2,422,580
|
|
|
15%
|
|||
Technology
|
|
479,409
|
|
|
7%
|
|
577,540
|
|
|
4%
|
|
387,010
|
|
|
2%
|
|||
Capital Services
|
|
2,205,903
|
|
|
31%
|
|
2,744,531
|
|
|
21%
|
|
3,354,420
|
|
|
21%
|
|||
Total new awards
|
|
$
|
7,064,157
|
|
|
|
|
$
|
13,138,498
|
|
|
|
|
$
|
16,265,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
% of
Total |
|
2015
|
|
% of
Total |
|
2014
|
|
% of
Total |
||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
6,105,488
|
|
|
57%
|
|
$
|
7,697,684
|
|
|
60%
|
|
$
|
7,623,381
|
|
|
59%
|
Fabrication Services
|
|
2,110,310
|
|
|
20%
|
|
2,442,690
|
|
|
19%
|
|
2,738,981
|
|
|
21%
|
|||
Technology
|
|
284,424
|
|
|
3%
|
|
399,099
|
|
|
3%
|
|
385,126
|
|
|
3%
|
|||
Capital Services
|
|
2,179,336
|
|
|
20%
|
|
2,390,031
|
|
|
18%
|
|
2,227,442
|
|
|
17%
|
|||
Total revenue
|
|
$
|
10,679,558
|
|
|
|
|
$
|
12,929,504
|
|
|
|
|
$
|
12,974,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
% of
Revenue |
|
2015
|
|
% of
Revenue |
|
2014
|
|
% of
Revenue |
||||||
(Loss) Income From Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
158,704
|
|
|
2.6%
|
|
$
|
(875,321
|
)
|
|
(11.4)%
|
|
$
|
518,671
|
|
|
6.8%
|
Fabrication Services
|
|
183,141
|
|
|
8.7%
|
|
225,267
|
|
|
9.2%
|
|
274,487
|
|
|
10.0%
|
|||
Technology
|
|
105,293
|
|
|
37.0%
|
|
150,877
|
|
|
37.8%
|
|
147,782
|
|
|
38.4%
|
|||
Capital Services
|
|
(592,056
|
)
|
|
(27.2)%
|
|
74,060
|
|
|
3.1%
|
|
81,353
|
|
|
3.7%
|
|||
Total operating groups
|
|
(144,918
|
)
|
|
(1.4)%
|
|
(425,117
|
)
|
|
(3.3)%
|
|
1,022,293
|
|
|
7.9%
|
|||
Integration related costs
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(39,685
|
)
|
|
|
|||
Total (loss) income from operations
|
|
$
|
(144,918
|
)
|
|
(1.4)%
|
|
$
|
(425,117
|
)
|
|
(3.3)%
|
|
$
|
982,608
|
|
|
7.6%
|
•
|
three gas turbine power projects in the U.S. (approximately $1.1 billion combined),
|
•
|
federal funding allocations for our mixed oxide fuel fabrication facility project in the U.S. and scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $970.0 million combined)
, and
|
•
|
a refinery project in Russia (approximately $460.0 million)
.
|
•
|
petrochemical facility projects in the U.S. (approximately $1.8 billion combined),
|
•
|
our pro-rata share of a $2.8 billion liquids ethylene cracker project and associated units in the Middle East (approximately $1.4 billion) that we are executing through an unconsolidated equity method joint venture arrangement,
|
•
|
scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $720.0 million),
|
•
|
our proportionate share of a $2.0 billion additional LNG train for an LNG export facility in the U.S. (approximately $675.0 million) that we are executing through a proportionately consolidated joint venture arrangement,
and
|
•
|
a gas turbine power project in the U.S. (approximately $600.0 million)
.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Total |
|
2015
|
|
% of
Total |
||||
|
|
(In thousands)
|
||||||||||
Excluding Nuclear Operations
(1)
|
|
$
|
10,679,558
|
|
|
100%
|
|
$
|
10,868,337
|
|
|
84%
|
Nuclear Operations
(1)
|
|
—
|
|
|
—%
|
|
2,061,167
|
|
|
16%
|
||
Total revenue
(1)
|
|
$
|
10,679,558
|
|
|
|
|
$
|
12,929,504
|
|
|
|
(1)
|
The break-out of 2015 revenue represents a non-GAAP financial disclosure, which we believe provides better comparability with our 2016 results.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Revenue |
|
2015
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Nuclear Operations
(1)
|
|
$
|
1,026,056
|
|
|
9.6%
|
|
$
|
1,273,266
|
|
|
11.7%
|
Nuclear Operations
(1)
|
|
—
|
|
|
—%
|
|
239,050
|
|
|
11.6%
|
||
Total gross profit
(1)
|
|
$
|
1,026,056
|
|
|
9.6%
|
|
$
|
1,512,316
|
|
|
11.7%
|
(1)
|
The break-out of
2015
gross profit represents a non-GAAP financial disclosure, which we believe provides better comparability with our
2016
results.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Revenue |
|
2015
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Nuclear Operations, Charges and Impairments
(1)
|
|
$
|
658,230
|
|
|
6.2%
|
|
$
|
865,584
|
|
|
8.0%
|
Nuclear Operations
(1)
|
|
—
|
|
|
—%
|
|
215,150
|
|
|
10.4%
|
||
Charges related to sale of Nuclear Operations and Impairments
(1)
|
|
(803,148
|
)
|
|
—%
|
|
(1,505,851
|
)
|
|
—%
|
||
Loss from operations
(1)
|
|
$
|
(144,918
|
)
|
|
(1.4)%
|
|
$
|
(425,117
|
)
|
|
(3.3)%
|
(1)
|
The break-out of 2016 and
2015
(loss) income from operations represents a non-GAAP financial disclosure, which we believe provides better comparability between our
2016
and 2015 results.
|
•
|
three gas turbine power projects in the U.S. (approximately $1.1 billion combined),
|
•
|
federal funding allocations for our mixed oxide fuel fabrication facility project in the U.S. and scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $970.0 million combined), and
|
•
|
a refinery project in Russia (approximately $460.0 million).
|
•
|
petrochemical facility projects in the U.S. (approximately $1.8 billion combined),
|
•
|
our pro-rata share of a $2.8 billion liquids ethylene cracker project and associated units in the Middle East (approximately $1.4 billion) that we are executing through an unconsolidated equity method joint venture arrangement,
|
•
|
scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $720.0 million),
|
•
|
our proportionate share of a $2.0 billion additional LNG train for an LNG export facility in the U.S. (approximately $675.0 million) that we are executing through a proportionately consolidated joint venture arrangement,
|
•
|
a gas turbine power project in the U.S. (approximately $600.0 million),
|
•
|
scope increases for our former large nuclear projects in the U.S. (approximately $480.0 million),
|
•
|
an ethylene storage facility in the U.S. (approximately $115.0 million),
|
•
|
a chemicals plant project in the U.S. (approximately $100.0 million), and
|
•
|
engineering and procurement services for a refinery project in Russia.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Total |
|
2015
|
|
% of
Total |
||||
|
|
(In thousands)
|
||||||||||
Excluding Nuclear Operations
(1)
|
|
$
|
6,105,488
|
|
|
100%
|
|
$
|
5,636,517
|
|
|
73%
|
Nuclear Operations
(1)
|
|
—
|
|
|
—%
|
|
2,061,167
|
|
|
27%
|
||
Total revenue
(1)
|
|
$
|
6,105,488
|
|
|
|
|
$
|
7,697,684
|
|
|
|
(1)
|
The break-out of
2015
revenue represents a non-GAAP financial disclosure, which we believe provides better comparability with our
2016
results.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Revenue |
|
2015
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Nuclear Operations, Charges and Impairment
(1)
|
|
$
|
306,852
|
|
|
5.0%
|
|
$
|
415,380
|
|
|
7.4%
|
Nuclear Operations
(1)
|
|
—
|
|
|
—%
|
|
215,150
|
|
|
10.4%
|
||
Charges related to sale of Nuclear Operations and Impairment
(1)
|
|
(148,148
|
)
|
|
—%
|
|
(1,505,851
|
)
|
|
—%
|
||
Income (loss) from operations
(1)
|
|
$
|
158,704
|
|
|
2.6%
|
|
$
|
(875,321
|
)
|
|
(11.4)%
|
(1)
|
The break-out of 2016 and
2015
income (loss) from operations represents a non-GAAP financial disclosure, which we believe provides better comparability between our
2016
and 2015 results.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
% of
Revenue |
|
2015
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Impairment
(1)
|
|
$
|
62,944
|
|
|
2.9%
|
|
$
|
74,060
|
|
|
3.1%
|
Charge related to Impairment
(1)
|
|
(655,000
|
)
|
|
—%
|
|
—
|
|
|
—%
|
||
(Loss) income from operations
(1)
|
|
$
|
(592,056
|
)
|
|
(27.2)%
|
|
$
|
74,060
|
|
|
3.1%
|
(1)
|
The break-out of 2016 (loss) income from operations represents a non-GAAP financial disclosure, which we believe provides better comparability with our 2015 results.
|
•
|
petrochemical facility projects in the U.S. (approximately $1.8 billion combined),
|
•
|
our pro-rata share of a $2.8 billion liquids ethylene cracker project and associated units in the Middle East (approximately $1.4 billion) that we are executing through an unconsolidated equity method joint venture arrangement,
|
•
|
scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $720.0 million),
|
•
|
our proportionate share of a $2.0 billion additional LNG train for an LNG export facility in the U.S. (approximately $675.0 million) that we are executing through a proportionately consolidated joint venture arrangement,
and
|
•
|
a gas turbine power project in the U.S. (approximately $600.0 million)
.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
% of
Revenue |
|
2014
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Charge and Integration related costs
(1)
|
|
$
|
1,080,734
|
|
|
8.4%
|
|
$
|
1,022,293
|
|
|
7.9%
|
Charge related to sale of Nuclear Operations and Impairment
(1)
|
|
(1,505,851
|
)
|
|
(11.7)%
|
|
—
|
|
|
—%
|
||
Integration related costs
(1)
|
|
—
|
|
|
—%
|
|
(39,685
|
)
|
|
(0.3)%
|
||
(Loss) income from operations
(1)
|
|
$
|
(425,117
|
)
|
|
(3.3)%
|
|
$
|
982,608
|
|
|
7.6%
|
(1)
|
The break-out of 2015 and 2014 income (loss) from operations represents a non-GAAP financial disclosure, which we believe provides better comparability between our 2015 and 2014 results.
|
•
|
petrochemical facility projects in the U.S. (approximately $1.8 billion combined),
|
•
|
our pro-rata share of a $2.8 billion liquids ethylene cracker project and associated units in the Middle East (approximately $1.4 billion) that we are executing through an unconsolidated equity method joint venture arrangement,
|
•
|
scope increases for our LNG mechanical erection project in the Asia Pacific region (approximately $720.0 million),
|
•
|
our proportionate share of a $2.0 billion additional LNG train for an LNG export facility in the U.S. (approximately $675.0 million) that we are executing through a proportionately consolidated joint venture arrangement,
|
•
|
a gas turbine power project in the U.S. (approximately $600.0 million),
|
•
|
scope increases for our former large nuclear projects in the U.S. (approximately $480.0 million),
|
•
|
an ethylene storage facility in the U.S. (approximately $115.0 million),
|
•
|
a chemicals plant project in the U.S. (approximately $100.0 million), and
|
•
|
engineering and procurement services for a refinery project in Russia.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
% of
Revenue |
|
2014
|
|
% of
Revenue |
||||
|
|
(In thousands)
|
||||||||||
Excluding Charge
(1)
|
|
$
|
630,530
|
|
|
8.2%
|
|
$
|
518,671
|
|
|
6.8%
|
Charge related to sale of Nuclear Operations and Impairment
(1)
|
|
(1,505,851
|
)
|
|
(19.6)%
|
|
—
|
|
|
—%
|
||
(Loss) income from operations
(1)
|
|
$
|
(875,321
|
)
|
|
(11.4)%
|
|
$
|
518,671
|
|
|
6.8%
|
(1)
|
The break-out of 2015 income (loss) from operations represents a non-GAAP financial disclosure, which we believe provides better comparability with our 2014 results.
|
|
|
December 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
|
(In thousands)
|
||||||||||
Total billings in excess of costs and estimated earnings
(1)
|
|
$
|
(1,449,335
|
)
|
|
$
|
(1,934,111
|
)
|
|
$
|
484,776
|
|
Total costs and estimated earnings in excess of billings
(1)
|
|
564,024
|
|
|
688,314
|
|
|
(124,290
|
)
|
|||
Contracts in Progress, net
|
|
(885,311
|
)
|
|
(1,245,797
|
)
|
|
360,486
|
|
|||
Accounts receivable, net
|
|
727,659
|
|
|
1,331,217
|
|
|
(603,558
|
)
|
|||
Inventory
|
|
194,130
|
|
|
289,658
|
|
|
(95,528
|
)
|
|||
Accounts payable
|
|
(1,105,576
|
)
|
|
(1,162,077
|
)
|
|
56,501
|
|
|||
Contract Capital, net
|
|
$
|
(1,069,098
|
)
|
|
$
|
(786,999
|
)
|
|
$
|
(282,099
|
)
|
(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.
|
•
|
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)
|
|
$
|
984,360
|
|
|
$
|
188,413
|
|
|
$
|
289,447
|
|
|
$
|
44,225
|
|
|
$
|
462,275
|
|
Second Senior Notes
(2)
|
|
277,765
|
|
|
9,060
|
|
|
18,120
|
|
|
18,120
|
|
|
232,465
|
|
|||||
Term Loan
(3)
|
|
300,941
|
|
|
300,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Second Term Loan
(4)
|
|
538,505
|
|
|
69,711
|
|
|
170,948
|
|
|
297,846
|
|
|
—
|
|
|||||
Operating leases
(5)
|
|
386,229
|
|
|
77,923
|
|
|
114,860
|
|
|
76,430
|
|
|
117,016
|
|
|||||
Information technology (“IT”) obligations
(6)
|
|
50,170
|
|
|
33,309
|
|
|
16,861
|
|
|
—
|
|
|
—
|
|
|||||
Self-insurance obligations
(7)
|
|
16,727
|
|
|
16,727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations
(8)
|
|
17,013
|
|
|
17,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Postretirement benefit funding obligations
(8)
|
|
2,476
|
|
|
2,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
2,574,186
|
|
|
$
|
715,573
|
|
|
$
|
610,236
|
|
|
$
|
436,621
|
|
|
$
|
811,756
|
|
(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 our
$200.0 million
Second Senior Notes at a fixed rate of
4.53%
.
|
(3)
|
Includes interest accruing on the remaining
$300.0 million
of our
$1.0 billion
Term Loan at a rate of
2.63%
, inclusive of our interest rate swap.
|
(4)
|
Includes interest accruing on our
$500.0 million
Second Term Loan at a rate of
2.77%
.
|
(5)
|
Includes approximately
$4.2 million
of minimum lease payments that are contractually recoverable through our cost-reimbursable projects.
|
(6)
|
Represents commitments for IT technical support and software maintenance contracts.
|
(7)
|
Represents expected
2017
payments associated with our self-insurance programs. Payments beyond one year have not been included as amounts are not determinable.
|
(8)
|
Represents expected
2017
contributions to fund our defined benefit pension and other postretirement plans. Contributions beyond one year have not been included as amounts are not determinable.
|
(9)
|
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.
|
(10)
|
Payments for income tax reserves of
$14.2 million
are not included as the timing of specific tax payments is not determinable.
|
•
|
Engineering & Construction
—Our Engineering & Construction operating group represents a reporting unit.
|
•
|
Fabrication Services
—Our Fabrication Services operating group represents a reporting unit. As of
December 31, 2015
, Fabrication Services included three reporting units: Steel Plate Structures, Fabrication & Manufacturing, and Engineered Products. However, during the third quarter 2016, our Steel Plate Structures, Fabrication & Manufacturing and Engineered Products operations were integrated and operationally combined. As a result, we reevaluated our reporting units within the Fabrication Services operating group and determined that the Fabrication Services operating group represented a single reporting unit subsequent to the reorganization. In conjunction with the reorganization of our Fabrication Services operating group and change in reporting units, we performed a quantitative assessment of goodwill for each of the reporting units immediately before the change in reporting units, and for the new Fabrication Services reporting unit. Based on these quantitative assessments, the fair value of each of the reporting units exceeded their respective net book values, and accordingly, no impairment charge was necessary as a result of the change in reporting units.
|
•
|
Technology
—Our Technology operating group represents a reporting unit.
|
•
|
Capital Services
—Our Capital Services operating group includes two reporting units: Facilities & Plant Services and Federal Services.
|
•
|
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, 2016
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$290.4 million
of our outstanding
$300.0 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, 2016
. 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/ Michael S. Taff
|
Philip K. Asherman
|
|
Michael S. Taff
|
President and
|
|
Executive Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
10,679,558
|
|
|
$
|
12,929,504
|
|
|
$
|
12,974,930
|
|
Cost of revenue
|
9,653,502
|
|
|
11,417,188
|
|
|
11,508,521
|
|
|||
Gross profit
|
1,026,056
|
|
|
1,512,316
|
|
|
1,466,409
|
|
|||
Selling and administrative expense
|
349,874
|
|
|
387,027
|
|
|
405,208
|
|
|||
Intangibles amortization
|
42,439
|
|
|
57,625
|
|
|
66,506
|
|
|||
Equity earnings
|
(26,826
|
)
|
|
(15,689
|
)
|
|
(25,225
|
)
|
|||
Goodwill impairment (Note 6)
|
655,000
|
|
|
453,100
|
|
|
—
|
|
|||
Loss on net assets sold and intangible assets impairment (Note 4)
|
148,148
|
|
|
1,052,751
|
|
|
—
|
|
|||
Other operating expense (income), net
|
2,339
|
|
|
2,619
|
|
|
(2,373
|
)
|
|||
Integration related costs
|
—
|
|
|
—
|
|
|
39,685
|
|
|||
(Loss) income from operations
|
(144,918
|
)
|
|
(425,117
|
)
|
|
982,608
|
|
|||
Interest expense
|
(105,349
|
)
|
|
(94,360
|
)
|
|
(83,590
|
)
|
|||
Interest income
|
13,004
|
|
|
8,285
|
|
|
8,524
|
|
|||
(Loss) income before taxes
|
(237,263
|
)
|
|
(511,192
|
)
|
|
907,542
|
|
|||
Income tax (expense) benefit
|
(2,560
|
)
|
|
81,231
|
|
|
(271,417
|
)
|
|||
Net (loss) income
|
(239,823
|
)
|
|
(429,961
|
)
|
|
636,125
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(73,346
|
)
|
|
(74,454
|
)
|
|
(92,518
|
)
|
|||
Net (loss) income attributable to CB&I
|
$
|
(313,169
|
)
|
|
$
|
(504,415
|
)
|
|
$
|
543,607
|
|
Net (loss) income attributable to CB&I per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
5.03
|
|
Diluted
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
4.98
|
|
Cash dividends on shares:
|
|
|
|
|
|
||||||
Amount
|
$
|
28,733
|
|
|
$
|
29,847
|
|
|
$
|
30,246
|
|
Per share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net (loss) income
|
$
|
(239,823
|
)
|
|
$
|
(429,961
|
)
|
|
$
|
636,125
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment (net of tax of ($3,884), $960 and ($43))
|
(56,097
|
)
|
|
(78,128
|
)
|
|
(99,391
|
)
|
|||
Change in unrealized fair value of cash flow hedges (net of tax of ($475), ($678) and $1,171)
|
754
|
|
|
1,746
|
|
|
(4,484
|
)
|
|||
Change in unrecognized prior service pension credits/costs (net of tax of $200, $316 and ($730))
|
(516
|
)
|
|
(819
|
)
|
|
2,354
|
|
|||
Change in unrecognized actuarial pension gains/losses (net of tax of $15,184, ($17,445) and $22,793)
|
(46,533
|
)
|
|
42,924
|
|
|
(53,127
|
)
|
|||
Comprehensive (loss) income
|
(342,215
|
)
|
|
(464,238
|
)
|
|
481,477
|
|
|||
Net income attributable to noncontrolling interests (net of tax of $0, ($124) and ($2,877))
|
(73,346
|
)
|
|
(74,454
|
)
|
|
(92,518
|
)
|
|||
Change in cumulative translation adjustment attributable to noncontrolling interests (net of tax of $0, $0 and $0)
|
816
|
|
|
2,634
|
|
|
12,184
|
|
|||
Comprehensive (loss) income attributable to CB&I
|
$
|
(414,745
|
)
|
|
$
|
(536,058
|
)
|
|
$
|
401,143
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Cash and cash equivalents ($334,539 and $410,989 related to variable interest entities ("VIEs"))
|
$
|
505,156
|
|
|
$
|
550,221
|
|
Accounts receivable, net ($59,690 and $334,232 related to VIEs)
|
727,659
|
|
|
1,331,217
|
|
||
Inventory (Note 5)
|
194,130
|
|
|
289,658
|
|
||
Costs and estimated earnings in excess of billings ($46,934 and $28,130 related to VIEs) (Note 2)
|
564,024
|
|
|
688,314
|
|
||
Other current assets ($426,537 and $372,523 related to VIEs) (Note 8)
|
550,783
|
|
|
507,889
|
|
||
Total current assets
|
2,541,752
|
|
|
3,367,299
|
|
||
Equity investments (Note 7)
|
175,277
|
|
|
136,845
|
|
||
Property and equipment, net (Note 8)
|
565,690
|
|
|
604,043
|
|
||
Goodwill (Note 6)
|
3,043,410
|
|
|
3,711,506
|
|
||
Other intangibles, net (Note 6)
|
367,849
|
|
|
410,949
|
|
||
Deferred income taxes (Note 15)
|
730,108
|
|
|
633,627
|
|
||
Other non-current assets
|
415,334
|
|
|
327,791
|
|
||
Total assets
|
$
|
7,839,420
|
|
|
$
|
9,192,060
|
|
Liabilities
|
|
|
|
||||
Revolving facility and other short-term borrowings (Note 9)
|
$
|
407,500
|
|
|
$
|
653,000
|
|
Current maturities of long-term debt, net (Note 9)
|
503,910
|
|
|
147,871
|
|
||
Accounts payable ($339,573 and $405,853 related to VIEs)
|
1,105,576
|
|
|
1,162,077
|
|
||
Billings in excess of costs and estimated earnings ($415,462 and $846,180 related to VIEs) (Note 2)
|
1,449,335
|
|
|
1,934,111
|
|
||
Other current liabilities (Note 8)
|
1,069,928
|
|
|
959,889
|
|
||
Total current liabilities
|
4,536,249
|
|
|
4,856,948
|
|
||
Long-term debt, net (Note 9)
|
1,287,923
|
|
|
1,791,832
|
|
||
Deferred income taxes (Note 15)
|
7,307
|
|
|
10,239
|
|
||
Other non-current liabilities (Note 8)
|
446,604
|
|
|
369,451
|
|
||
Total liabilities
|
6,278,083
|
|
|
7,028,470
|
|
||
Commitments and contingencies (Note 12)
|
—
|
|
|
—
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 108,857 and 108,857; shares outstanding: 100,113 and 104,427
|
1,288
|
|
|
1,288
|
|
||
Additional paid-in capital
|
782,130
|
|
|
800,641
|
|
||
Retained earnings
|
1,370,606
|
|
|
1,712,508
|
|
||
Treasury stock, at cost: 8,744 and 4,430 shares
|
(344,870
|
)
|
|
(206,407
|
)
|
||
Accumulated other comprehensive loss (Note 13)
|
(395,616
|
)
|
|
(294,040
|
)
|
||
Total CB&I shareholders’ equity
|
1,413,538
|
|
|
2,013,990
|
|
||
Noncontrolling interests (Note 7)
|
147,799
|
|
|
149,600
|
|
||
Total shareholders’ equity
|
1,561,337
|
|
|
2,163,590
|
|
||
Total liabilities and shareholders’ equity
|
$
|
7,839,420
|
|
|
$
|
9,192,060
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(239,823
|
)
|
|
$
|
(429,961
|
)
|
|
$
|
636,125
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
122,522
|
|
|
161,135
|
|
|
181,398
|
|
|||
Goodwill impairment
|
655,000
|
|
|
453,100
|
|
|
—
|
|
|||
Loss on net assets sold and intangible assets impairment
|
148,148
|
|
|
1,040,751
|
|
|
—
|
|
|||
Deferred income taxes
|
(86,881
|
)
|
|
(146,453
|
)
|
|
138,847
|
|
|||
Stock-based compensation expense
|
39,611
|
|
|
57,506
|
|
|
65,588
|
|
|||
Other operating expense (income), net
|
2,339
|
|
|
2,619
|
|
|
(2,373
|
)
|
|||
Unrealized loss on foreign currency hedges
|
2,178
|
|
|
2,853
|
|
|
8,551
|
|
|||
Excess tax benefits from stock-based compensation
|
(51
|
)
|
|
(287
|
)
|
|
(15,282
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in receivables, net
|
603,558
|
|
|
(213,508
|
)
|
|
78,881
|
|
|||
Change in contracts in progress, net
|
(360,486
|
)
|
|
(939,608
|
)
|
|
(942,689
|
)
|
|||
Decrease (increase) in inventory
|
95,528
|
|
|
(6,091
|
)
|
|
16,832
|
|
|||
(Decrease) increase in accounts payable
|
(56,501
|
)
|
|
105,856
|
|
|
99,376
|
|
|||
(Increase) decrease in other current and non-current assets
|
(229,075
|
)
|
|
(33,000
|
)
|
|
2,054
|
|
|||
Decrease in other current and non-current liabilities
|
(40,512
|
)
|
|
(151,458
|
)
|
|
(20,247
|
)
|
|||
(Increase) decrease in equity investments
|
(14,932
|
)
|
|
22,117
|
|
|
(8,191
|
)
|
|||
Change in other, net
|
13,835
|
|
|
18,215
|
|
|
25,177
|
|
|||
Net cash provided by (used in) operating activities
|
654,458
|
|
|
(56,214
|
)
|
|
264,047
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(52,462
|
)
|
|
(78,852
|
)
|
|
(117,624
|
)
|
|||
Advances with partners of proportionately consolidated ventures, net
|
(49,755
|
)
|
|
(253,890
|
)
|
|
(71,158
|
)
|
|||
Proceeds from sale of property and equipment
|
4,763
|
|
|
9,235
|
|
|
14,117
|
|
|||
Other, net
|
(71,835
|
)
|
|
(58,169
|
)
|
|
(7,612
|
)
|
|||
Net cash used in investing activities
|
(169,289
|
)
|
|
(381,676
|
)
|
|
(182,277
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Revolving facility and other short-term (repayments) borrowings, net
|
(245,500
|
)
|
|
488,259
|
|
|
49,741
|
|
|||
Long-term borrowings
|
—
|
|
|
700,000
|
|
|
48,081
|
|
|||
Advances with equity method and proportionately consolidated ventures, net
|
206,583
|
|
|
226,191
|
|
|
108,658
|
|
|||
Repayments on long-term debt
|
(150,000
|
)
|
|
(420,155
|
)
|
|
(102,926
|
)
|
|||
Excess tax benefits from stock-based compensation
|
51
|
|
|
287
|
|
|
15,282
|
|
|||
Purchase of treasury stock
|
(206,569
|
)
|
|
(230,814
|
)
|
|
(85,903
|
)
|
|||
Issuance of stock
|
16,329
|
|
|
20,164
|
|
|
26,772
|
|
|||
Dividends paid
|
(28,733
|
)
|
|
(29,847
|
)
|
|
(30,246
|
)
|
|||
Distributions to noncontrolling interests
|
(74,331
|
)
|
|
(56,681
|
)
|
|
(104,982
|
)
|
|||
Net cash (used in) provided by financing activities
|
(482,170
|
)
|
|
697,404
|
|
|
(75,523
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(48,064
|
)
|
|
(60,616
|
)
|
|
(75,426
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(45,065
|
)
|
|
198,898
|
|
|
(69,179
|
)
|
|||
Cash and cash equivalents, beginning of the year
|
550,221
|
|
|
351,323
|
|
|
420,502
|
|
|||
Cash and cash equivalents, end of the year
|
$
|
505,156
|
|
|
$
|
550,221
|
|
|
$
|
351,323
|
|
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
99,333
|
|
|
$
|
83,147
|
|
|
$
|
74,267
|
|
Cash paid for income taxes, net
|
$
|
46,149
|
|
|
$
|
135,111
|
|
|
$
|
167,277
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
(Note 13)
Accumulated
Other
Comprehensive(Loss) Income
|
|
Non -
controlling Interests
|
|
Total
Shareholders’ Equity
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||||||||
(In thousands, except per share data)
|
|||||||||||||||||||||||||||||||||
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
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(504,415
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,454
|
|
|
(429,961
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,750
|
)
|
|
(3,750
|
)
|
|||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,494
|
)
|
|
(2,634
|
)
|
|
(78,128
|
)
|
|||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|
—
|
|
|
1,746
|
|
|||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(819
|
)
|
|
—
|
|
|
(819
|
)
|
|||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,924
|
|
|
—
|
|
|
42,924
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,681
|
)
|
|
(56,681
|
)
|
|||||||
Dividends paid ($0.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,847
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,847
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
57,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,506
|
|
|||||||
Issuance to treasury stock
|
—
|
|
|
5
|
|
|
19,894
|
|
|
—
|
|
|
450
|
|
|
(19,899
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase of treasury stock
|
(5,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,001
|
|
|
(230,814
|
)
|
|
—
|
|
|
—
|
|
|
(230,814
|
)
|
|||||||
Issuance of stock
|
1,622
|
|
|
—
|
|
|
(53,623
|
)
|
|
—
|
|
|
(1,622
|
)
|
|
68,734
|
|
|
—
|
|
|
—
|
|
|
15,111
|
|
|||||||
Balance at December 31, 2015
|
104,427
|
|
|
1,288
|
|
|
800,641
|
|
|
1,712,508
|
|
|
4,430
|
|
|
(206,407
|
)
|
|
(294,040
|
)
|
|
149,600
|
|
|
2,163,590
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(313,169
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,346
|
|
|
(239,823
|
)
|
|||||||
Change in cumulative translation adjustment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,281
|
)
|
|
(816
|
)
|
|
(56,097
|
)
|
|||||||
Change in unrealized fair value of cash flow hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
754
|
|
|||||||
Change in unrecognized prior service pension credits/costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(516
|
)
|
|
—
|
|
|
(516
|
)
|
|||||||
Change in unrecognized actuarial pension gains/losses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,533
|
)
|
|
—
|
|
|
(46,533
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,331
|
)
|
|
(74,331
|
)
|
|||||||
Dividends paid ($0.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,733
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
39,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,611
|
|
|||||||
Purchase of treasury stock
|
(5,772
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,772
|
|
|
(206,569
|
)
|
|
—
|
|
|
—
|
|
|
(206,569
|
)
|
|||||||
Issuance of stock
|
1,458
|
|
|
—
|
|
|
(58,122
|
)
|
|
—
|
|
|
(1,458
|
)
|
|
68,106
|
|
|
—
|
|
|
—
|
|
|
9,984
|
|
|||||||
Balance at December 31, 2016
|
100,113
|
|
|
$
|
1,288
|
|
|
$
|
782,130
|
|
|
$
|
1,370,606
|
|
|
8,744
|
|
|
$
|
(344,870
|
)
|
|
$
|
(395,616
|
)
|
|
$
|
147,799
|
|
|
$
|
1,561,337
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Costs and estimated earnings on contracts in progress
|
|
$
|
12,763,678
|
|
|
$
|
25,866,796
|
|
|
$
|
14,853,683
|
|
|
$
|
21,942,765
|
|
Billings on contracts in progress
|
|
(12,199,654
|
)
|
|
(27,316,131
|
)
|
|
(14,165,369
|
)
|
|
(23,876,876
|
)
|
||||
Contracts in Progress, net
|
|
$
|
564,024
|
|
|
$
|
(1,449,335
|
)
|
|
$
|
688,314
|
|
|
$
|
(1,934,111
|
)
|
•
|
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, 2016
, we continued to utilize a swap arrangement to hedge against interest rate variability associated with
$290,375
of our outstanding
$300,000
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, 2016
. Accordingly, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income attributable to CB&I
|
|
$
|
(313,169
|
)
|
|
$
|
(504,415
|
)
|
|
$
|
543,607
|
|
Weighted average shares outstanding—basic
|
|
102,811
|
|
|
106,766
|
|
|
108,047
|
|
|||
Effect of restricted shares/performance based shares/stock options
(1)
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|||
Effect of directors’ deferred-fee shares
(1)
|
|
—
|
|
|
—
|
|
|
30
|
|
|||
Weighted average shares outstanding—diluted
|
|
102,811
|
|
|
106,766
|
|
|
109,122
|
|
|||
Net (loss) income attributable to CB&I per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
5.03
|
|
Diluted
|
|
$
|
(3.05
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
4.98
|
|
(1)
|
The effect of restricted shares, performance based shares, stock options and directors’ deferred-fee shares were not included in the calculation of diluted EPS for 2016 and
2015
due to the net loss for the periods. Antidilutive shares excluded from diluted EPS were not material for
2014
.
|
|
|
Year Ended December 31, 2015
|
||
Loss on net assets sold
|
|
$
|
973,651
|
|
Intangible assets impairment
|
|
79,100
|
|
|
Loss on net assets sold and intangible assets impairment
|
|
1,052,751
|
|
|
Goodwill impairment
|
|
453,100
|
|
|
Total pre-tax charge
|
|
$
|
1,505,851
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
65,969
|
|
|
$
|
142,170
|
|
Work in process
|
|
52,882
|
|
|
58,884
|
|
||
Finished goods
|
|
75,279
|
|
|
88,604
|
|
||
Total
|
|
$
|
194,130
|
|
|
$
|
289,658
|
|
|
Engineering & Construction
|
|
Fabrication Services
|
|
Technology
|
|
Capital Services
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
2,339,246
|
|
|
$
|
668,189
|
|
|
$
|
303,189
|
|
|
$
|
884,607
|
|
|
$
|
4,195,231
|
|
Impairment charges (described below)
(1)
|
(453,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(453,100
|
)
|
|||||
Amortization of tax goodwill in excess of book goodwill
|
(3,789
|
)
|
|
(1,592
|
)
|
|
(3,068
|
)
|
|
—
|
|
|
(8,449
|
)
|
|||||
Foreign currency translation and other
|
(22,176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,176
|
)
|
|||||
Balance at December 31, 2015
|
$
|
1,860,181
|
|
|
$
|
666,597
|
|
|
$
|
300,121
|
|
|
$
|
884,607
|
|
|
$
|
3,711,506
|
|
Impairment charges (described below)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(655,000
|
)
|
|
(655,000
|
)
|
|||||
Amortization of tax goodwill in excess of book goodwill
|
(338
|
)
|
|
(920
|
)
|
|
(2,268
|
)
|
|
—
|
|
|
(3,526
|
)
|
|||||
Foreign currency translation and other
|
(9,570
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,570
|
)
|
|||||
Balance at December 31, 2016
|
$
|
1,850,273
|
|
|
$
|
665,677
|
|
|
$
|
297,853
|
|
|
$
|
229,607
|
|
|
$
|
3,043,410
|
|
(1)
|
At
December 31, 2016
, we had approximately
$1,108,100
of cumulative impairment losses, of which
$453,100
was recorded in our Engineering & Construction operating group during 2015 related to the sale of our Nuclear Operations, and approximately
$655,000
was recorded in our Capital Services operating group during 2016 as discussed further below.
|
•
|
Engineering & Construction
—Our Engineering & Construction operating group represents a reporting unit.
|
•
|
Fabrication Services
—Our Fabrication Services operating group represents a reporting unit. As of
December 31, 2015
, Fabrication Services included
three
reporting units: Steel Plate Structures, Fabrication & Manufacturing, and Engineered Products. However, during the third quarter 2016, our Steel Plate Structures, Fabrication & Manufacturing and Engineered Products operations were integrated and operationally combined. As a result, we reevaluated our reporting units within the Fabrication Services operating group and determined that the Fabrication Services operating group represented a single reporting unit subsequent to the reorganization. In conjunction with the reorganization of our Fabrication Services operating group and change in reporting units, we performed a quantitative assessment of goodwill for each of the reporting units immediately before the change in reporting units, and for the new Fabrication Services reporting unit. Based on these quantitative assessments, the fair value of each of the reporting units exceeded their respective net book values, and accordingly,
no
impairment charge was necessary as a result of the change in reporting units.
|
•
|
Technology
—Our Technology operating group represents a reporting unit.
|
•
|
Capital Services
—Our Capital Services operating group includes
two
reporting units: Facilities & Plant Services and Federal Services.
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Weighted Average Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Backlog and customer relationships
(1)
|
18 Years
|
|
$
|
261,586
|
|
|
$
|
(64,716
|
)
|
|
$
|
281,072
|
|
|
$
|
(66,666
|
)
|
Process technologies
|
15 Years
|
|
269,316
|
|
|
(132,049
|
)
|
|
271,028
|
|
|
(115,608
|
)
|
||||
Tradenames
|
10 Years
|
|
64,700
|
|
|
(30,988
|
)
|
|
64,790
|
|
|
(23,667
|
)
|
||||
Total
(2)
|
16 Years
|
|
$
|
595,602
|
|
|
$
|
(227,753
|
)
|
|
$
|
616,890
|
|
|
$
|
(205,941
|
)
|
(1)
|
Backlog and customer relationships intangibles totaling approximately
$19,500
became fully amortized during
2016
and were therefore removed from the
December 31, 2016
gross carrying and accumulated amortization balances above.
|
(2)
|
The remaining decrease in other intangibles, net during
2016
primarily related to amortization expense of approximately
$42,400
. Amortization expense for our intangibles existing at
December 31, 2016
is anticipated to be approximately
$38,800
,
$37,900
,
$35,800
,
$35,400
and
$33,200
for
2017
,
2018
,
2019
,
2020
and
2021
, 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
$2,700,000
. 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/Zachry/Chiyoda—
We have a venture with Zachry and Chiyoda (CB&I—
33.3%
/ Zachry—
33.3%
/ Chiyoda—
33.3%
) to perform EPC work for an additional LNG liquefaction train at the aforementioned project site in Freeport, Texas. Our proportionate share of the venture project value is approximately
$675,000
.
|
•
|
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,
|
||||||
|
|
2016
|
|
2015
|
||||
CB&I/Zachry
|
|
|
|
|
||||
Current assets
(1)
|
|
$
|
260,934
|
|
|
$
|
298,916
|
|
Non-current assets
|
|
3,204
|
|
|
6,689
|
|
||
Total assets
|
|
$
|
264,138
|
|
|
$
|
305,605
|
|
Current liabilities
(1)
|
|
$
|
379,339
|
|
|
$
|
454,943
|
|
CB&I/Zachry/Chiyoda
|
|
|
|
|
||||
Current assets
(1)
|
|
$
|
84,279
|
|
|
$
|
82,106
|
|
Non-current assets
|
|
1,969
|
|
|
2,590
|
|
||
Total assets
|
|
$
|
86,248
|
|
|
$
|
84,696
|
|
Current liabilities
(1)
|
|
$
|
73,138
|
|
|
$
|
86,124
|
|
CB&I/Chiyoda
|
|
|
|
|
||||
Current assets
(1)
|
|
$
|
337,479
|
|
|
$
|
424,781
|
|
Current liabilities
(1)
|
|
$
|
150,179
|
|
|
$
|
433,526
|
|
(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 ventures 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. As summarized in
Note 8
, at
December 31, 2016
and
2015
, other current assets on the Balance Sheet included approximately
$374,800
and
$325,000
, respectively, related to our proportionate share of advances from the ventures to our venture partners, and other current liabilities included approximately
$394,400
and
$334,900
, respectively, related to advances to CB&I from the ventures.
|
•
|
CLG—
We have a venture with Chevron (CB&I—
50%
/ Chevron—
50%
) which provides proprietary process technology licenses and associated 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.
|
•
|
NET Power—
We have a venture with Exelon and 8 Rivers Capital (CB&I—
33.3%
/ Exelon—
33.3%
/ 8 Rivers Capital—
33.3%
) to commercialize a new natural gas power generation system that recovers the carbon dioxide produced during combustion. NET Power is building a first-of-its-kind demonstration plant which is being funded by contributions and services from the venture partners and other parties. We have determined the venture to be a VIE; however, we do not effectively control NET Power and therefore do not consolidate it. Our cash commitment for NET
|
•
|
CB&I/CTCI—
We have a venture with CTCI (CB&I—
50%
/ CTCI—
50%
) to perform EPC work for a liquids ethylene cracker and associated units in Sohar, Oman. We have determined the venture to be a VIE; however, we do not effectively control the venture and therefore do not consolidate it. Our proportionate share of the venture project value is approximately
$1,400,000
. Our venture arrangement allows for excess working capital of the venture to be advanced to the venture partners. Such advances are returned to the venture for working capital needs as necessary. As summarized in
Note 8
, at
December 31, 2016
, other current liabilities included approximately
$147,000
related to advances to CB&I from the venture.
|
•
|
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
$5,900,000
.
|
•
|
CB&I/AREVA—
We have a venture with AREVA (CB&I
—
52%
/ AREVA—
48%
) to design, license and construct a mixed oxide fuel fabrication facility in Aiken, South Carolina. Our venture project value is approximately
$5,800,000
.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
CB&I/Kentz
|
|
|
|
|
||||
Current assets
|
|
$
|
68,867
|
|
|
$
|
214,291
|
|
Current liabilities
|
|
$
|
87,822
|
|
|
$
|
191,471
|
|
CB&I/AREVA
|
|
|
|
|
||||
Current assets
|
|
$
|
16,313
|
|
|
$
|
24,269
|
|
Current liabilities
|
|
$
|
47,652
|
|
|
$
|
65,674
|
|
All Other
(1)
|
|
|
|
|
||||
Current assets
|
|
$
|
103,238
|
|
|
$
|
112,532
|
|
Non-current assets
|
|
16,913
|
|
|
19,253
|
|
||
Total assets
|
|
$
|
120,151
|
|
|
$
|
131,785
|
|
Current liabilities
|
|
$
|
20,421
|
|
|
$
|
32,001
|
|
(1)
|
Other ventures that we consolidate are not individually material to our financial results and are therefore aggregated as “All Other”.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Property and Equipment
|
|
|
|
|
||||
Plant, field equipment and other
|
|
$
|
680,606
|
|
|
$
|
666,392
|
|
Buildings and improvements
|
|
414,025
|
|
|
399,555
|
|
||
Land and improvements
|
|
79,082
|
|
|
82,381
|
|
||
Total property and equipment
|
|
$
|
1,173,713
|
|
|
$
|
1,148,328
|
|
Accumulated depreciation
|
|
(608,023
|
)
|
|
(544,285
|
)
|
||
Property and equipment, net
|
|
$
|
565,690
|
|
|
$
|
604,043
|
|
Other Current Assets
|
|
|
|
|
||||
Advances to proportionately consolidated ventures
(1)
|
|
$
|
374,803
|
|
|
$
|
325,048
|
|
Other
(2)
|
|
175,980
|
|
|
182,841
|
|
||
Other current assets
|
|
$
|
550,783
|
|
|
$
|
507,889
|
|
Other Current Liabilities
|
|
|
|
|
||||
Advances from equity method and proportionately consolidated ventures
(1)
|
|
$
|
541,432
|
|
|
$
|
334,850
|
|
Payroll-related obligations
|
|
251,249
|
|
|
305,620
|
|
||
Income taxes payable
|
|
46,741
|
|
|
29,627
|
|
||
Self-insurance and other insurance reserves
|
|
16,727
|
|
|
19,065
|
|
||
Other
(3)
|
|
213,779
|
|
|
270,727
|
|
||
Other current liabilities
|
|
$
|
1,069,928
|
|
|
$
|
959,889
|
|
Other Non-Current Liabilities
|
|
|
|
|
||||
Pension obligations
|
|
$
|
174,264
|
|
|
$
|
128,762
|
|
Self-insurance and other insurance reserves
|
|
87,680
|
|
|
54,122
|
|
||
Postretirement medical benefit obligations
|
|
30,931
|
|
|
28,516
|
|
||
Income tax reserves
|
|
14,162
|
|
|
9,140
|
|
||
Other
(4)
|
|
139,567
|
|
|
148,911
|
|
||
Other non-current liabilities
|
|
$
|
446,604
|
|
|
$
|
369,451
|
|
(1)
|
Represents advances to our proportionately consolidated ventures and advances from our equity method and proportionately consolidated ventures as discussed in
Note 7
.
|
(2)
|
Represents various assets that are each individually less than
5%
of total current assets, including income tax receivables and prepaid items.
|
(3)
|
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.
|
(4)
|
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.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Current
|
|
|
|
|
||||
Revolving facility and other short-term borrowings
|
|
$
|
407,500
|
|
|
$
|
653,000
|
|
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
506,250
|
|
|
150,000
|
|
||
Less: unamortized debt issuance costs
|
|
(2,340
|
)
|
|
(2,129
|
)
|
||
Current maturities of long-term debt, net of unamortized debt issuance costs
|
|
503,910
|
|
|
147,871
|
|
||
Current debt, net of unamortized debt issuance costs
|
|
$
|
911,410
|
|
|
$
|
800,871
|
|
Long-Term
|
|
|
|
|
||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus a floating margin)
|
|
$
|
300,000
|
|
|
$
|
450,000
|
|
Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin)
|
|
500,000
|
|
|
500,000
|
|
||
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)
|
|
800,000
|
|
|
800,000
|
|
||
Second Senior Notes: $200,000 senior notes (fixed interest of 4.53%)
|
|
200,000
|
|
|
200,000
|
|
||
Less: unamortized debt issuance costs
|
|
(5,827
|
)
|
|
(8,168
|
)
|
||
Less: current maturities of long-term debt
|
|
(506,250
|
)
|
|
(150,000
|
)
|
||
Long-term debt, net of unamortized debt issuance costs
|
|
$
|
1,287,923
|
|
|
$
|
1,791,832
|
|
•
|
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.
|
•
|
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, 2016
or
2015
.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Derivative Assets
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
$
|
—
|
|
|
$
|
1,146
|
|
|
$
|
—
|
|
|
$
|
1,146
|
|
|
$
|
—
|
|
|
$
|
3,344
|
|
|
$
|
—
|
|
|
$
|
3,344
|
|
Other non-current assets
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||||||
Total assets at fair value
|
$
|
—
|
|
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
3,524
|
|
|
$
|
—
|
|
|
$
|
3,524
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current liabilities
|
$
|
—
|
|
|
$
|
(3,509
|
)
|
|
$
|
—
|
|
|
$
|
(3,509
|
)
|
|
$
|
—
|
|
|
$
|
(7,568
|
)
|
|
$
|
—
|
|
|
$
|
(7,568
|
)
|
Other non-current liabilities
|
—
|
|
|
(725
|
)
|
|
—
|
|
|
(725
|
)
|
|
—
|
|
|
(607
|
)
|
|
—
|
|
|
(607
|
)
|
||||||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
(4,234
|
)
|
|
$
|
—
|
|
|
$
|
(4,234
|
)
|
|
$
|
—
|
|
|
$
|
(8,175
|
)
|
|
$
|
—
|
|
|
$
|
(8,175
|
)
|
(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.
|
|
|
Other Current and Non-Current Assets
|
|
Other Current and Non-Current Liabilities
|
||||||||||||
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
$
|
49
|
|
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
(192
|
)
|
Foreign currency
|
|
109
|
|
|
944
|
|
|
(536
|
)
|
|
(1,858
|
)
|
||||
Fair value
|
|
$
|
158
|
|
|
$
|
1,415
|
|
|
$
|
(536
|
)
|
|
$
|
(2,050
|
)
|
Derivatives not designated as cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
$
|
1,070
|
|
|
$
|
2,109
|
|
|
$
|
(3,698
|
)
|
|
$
|
(6,125
|
)
|
Fair value
|
|
$
|
1,070
|
|
|
$
|
2,109
|
|
|
$
|
(3,698
|
)
|
|
$
|
(6,125
|
)
|
Total fair value
|
|
$
|
1,228
|
|
|
$
|
3,524
|
|
|
$
|
(4,234
|
)
|
|
$
|
(8,175
|
)
|
|
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
|
|
|||||||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Foreign currency
|
1,179
|
|
|
—
|
|
|
1,179
|
|
|
(245
|
)
|
|
—
|
|
|
934
|
|
||||||
Total assets
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
1,228
|
|
|
$
|
(245
|
)
|
|
$
|
—
|
|
|
$
|
983
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency
|
(4,234
|
)
|
|
—
|
|
|
(4,234
|
)
|
|
245
|
|
|
—
|
|
|
(3,989
|
)
|
||||||
Total liabilities
|
$
|
(4,234
|
)
|
|
$
|
—
|
|
|
$
|
(4,234
|
)
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
(3,989
|
)
|
|
Amount of Gain (Loss) on Effective Derivative Portion
|
||||||||||||||
|
Recognized in
OCI
|
|
Reclassified from
AOCI into Earnings
(1)
|
||||||||||||
|
Years Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
$
|
(740
|
)
|
|
$
|
(2,520
|
)
|
|
$
|
(510
|
)
|
|
$
|
(1,769
|
)
|
Foreign currency
|
(304
|
)
|
|
(1,020
|
)
|
|
(835
|
)
|
|
(4,117
|
)
|
||||
Total
|
$
|
(1,044
|
)
|
|
$
|
(3,540
|
)
|
|
$
|
(1,345
|
)
|
|
$
|
(5,886
|
)
|
(1)
|
Net unrealized losses totaling approximately
$100
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,
|
||||||
|
2016
|
|
2015
|
||||
Derivatives not designated as cash flow hedges
|
|
|
|
||||
Foreign currency
|
$
|
(15,287
|
)
|
|
$
|
7,225
|
|
Total
|
$
|
(15,287
|
)
|
|
$
|
7,225
|
|
Components of Net Periodic Benefit Cost
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
9,337
|
|
|
$
|
10,611
|
|
|
$
|
9,113
|
|
|
$
|
704
|
|
|
$
|
791
|
|
|
$
|
1,037
|
|
Interest cost
|
|
23,078
|
|
|
23,242
|
|
|
33,530
|
|
|
1,361
|
|
|
1,545
|
|
|
2,279
|
|
||||||
Expected return on plan assets
|
|
(26,314
|
)
|
|
(28,341
|
)
|
|
(36,577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credits
|
|
(617
|
)
|
|
(620
|
)
|
|
(465
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial losses (gains)
|
|
5,719
|
|
|
7,648
|
|
|
4,649
|
|
|
(3,361
|
)
|
|
(2,696
|
)
|
|
(863
|
)
|
||||||
Net periodic benefit cost (income)
|
|
$
|
11,203
|
|
|
$
|
12,540
|
|
|
$
|
10,250
|
|
|
$
|
(1,296
|
)
|
|
$
|
(360
|
)
|
|
$
|
2,453
|
|
Change in Projected Benefit Obligation
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation at beginning of year
|
|
$
|
824,968
|
|
|
$
|
945,522
|
|
|
$
|
30,948
|
|
|
$
|
51,458
|
|
Service cost
|
|
9,337
|
|
|
10,611
|
|
|
704
|
|
|
791
|
|
||||
Interest cost
|
|
23,078
|
|
|
23,242
|
|
|
1,361
|
|
|
1,545
|
|
||||
Actuarial loss (gain)
(1)
|
|
127,406
|
|
|
(45,456
|
)
|
|
2,702
|
|
|
(20,863
|
)
|
||||
Plan participants’ contributions
|
|
2,850
|
|
|
2,828
|
|
|
502
|
|
|
452
|
|
||||
Benefits paid
|
|
(36,955
|
)
|
|
(33,521
|
)
|
|
(2,810
|
)
|
|
(2,435
|
)
|
||||
Currency translation
(2)
|
|
(73,427
|
)
|
|
(78,258
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
|
$
|
877,257
|
|
|
$
|
824,968
|
|
|
$
|
33,407
|
|
|
$
|
30,948
|
|
Change in Plan Assets
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
707,088
|
|
|
$
|
783,219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
78,360
|
|
|
1,211
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(36,955
|
)
|
|
(33,521
|
)
|
|
(2,810
|
)
|
|
(2,435
|
)
|
||||
Employer contributions
(3)
|
|
16,770
|
|
|
16,918
|
|
|
2,308
|
|
|
1,983
|
|
||||
Plan participants’ contributions
|
|
2,850
|
|
|
2,828
|
|
|
502
|
|
|
452
|
|
||||
Currency translation
(2)
|
|
(65,009
|
)
|
|
(63,567
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
703,104
|
|
|
$
|
707,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
$
|
(174,153
|
)
|
|
$
|
(117,880
|
)
|
|
$
|
(33,407
|
)
|
|
$
|
(30,948
|
)
|
Balance Sheet Position
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Prepaid benefit cost within other non-current assets
|
|
$
|
2,798
|
|
|
$
|
13,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost within other current liabilities
|
|
(2,687
|
)
|
|
(2,699
|
)
|
|
(2,476
|
)
|
|
(2,432
|
)
|
||||
Accrued benefit cost within other non-current liabilities
|
|
(174,264
|
)
|
|
(128,762
|
)
|
|
(30,931
|
)
|
|
(28,516
|
)
|
||||
Net funded status recognized
|
|
$
|
(174,153
|
)
|
|
$
|
(117,880
|
)
|
|
$
|
(33,407
|
)
|
|
$
|
(30,948
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Unrecognized net prior service credits
|
|
$
|
(3,259
|
)
|
|
$
|
(3,975
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net actuarial losses (gains)
|
|
200,334
|
|
|
144,680
|
|
|
(25,508
|
)
|
|
(31,571
|
)
|
||||
Accumulated other comprehensive loss (income), before taxes
(4)
|
|
$
|
197,075
|
|
|
$
|
140,705
|
|
|
$
|
(25,508
|
)
|
|
$
|
(31,571
|
)
|
(1)
|
The actuarial pension plan loss for
2016
was primarily associated with a decrease in discount rate assumptions for our pension plans. The actuarial pension plan gain for
2015
was primarily associated with an increase in the discount rate assumptions for our pension plans. The actuarial other postretirement plan gain for
2015
was primarily associated with an increase in the discount rate assumptions and a decrease in the percent of retiring employees electing medical coverage for our other postretirement plan.
|
(2)
|
The currency translation loss for
2016
and
2015
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.
|
(3)
|
During
2017
, we expect to contribute approximately
$17,000
and
$2,500
to our pension and other postretirement plans, respectively.
|
(4)
|
During
2017
, we expect to recognize approximately
$(600)
and
$5,500
of previously unrecognized net prior service pension credits and net actuarial pension losses, respectively.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
|
$
|
766,618
|
|
|
$
|
714,539
|
|
Accumulated benefit obligation
|
|
$
|
748,862
|
|
|
$
|
713,187
|
|
Fair value of plan assets
|
|
$
|
589,667
|
|
|
$
|
583,081
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
2.11
|
%
|
|
2.95
|
%
|
|
4.15
|
%
|
|
4.47
|
%
|
Rate of compensation increase
(1)
|
|
2.36
|
%
|
|
2.37
|
%
|
|
n/a
|
|
|
n/a
|
|
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31,
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
2.95
|
%
|
|
2.64
|
%
|
|
4.47
|
%
|
|
4.13
|
%
|
Expected long-term rate of return on plan assets
(2)
|
|
3.87
|
%
|
|
3.81
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
(1)
|
|
2.36
|
%
|
|
2.90
|
%
|
|
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.
|
Year
|
|
Pension
Plans
|
|
Other
Postretirement
Plans
|
||||
2017
|
|
$
|
37,783
|
|
|
$
|
2,476
|
|
2018
|
|
$
|
33,699
|
|
|
$
|
2,471
|
|
2019
|
|
$
|
33,859
|
|
|
$
|
2,446
|
|
2020
|
|
$
|
34,584
|
|
|
$
|
2,408
|
|
2021
|
|
$
|
35,245
|
|
|
$
|
2,337
|
|
2022-2026
|
|
$
|
183,871
|
|
|
$
|
10,820
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Global Equities and Cash
|
|
$
|
3,310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,310
|
|
International Funds
(1)
|
|
—
|
|
|
155,560
|
|
|
—
|
|
|
155,560
|
|
||||
Emerging Markets Growth Funds
|
|
—
|
|
|
17,342
|
|
|
—
|
|
|
17,342
|
|
||||
U.S. Equity Funds
|
|
—
|
|
|
13,766
|
|
|
—
|
|
|
13,766
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
International Government Bonds
(2)
|
|
—
|
|
|
180,850
|
|
|
—
|
|
|
180,850
|
|
||||
International Corporate Bonds
(3)
|
|
—
|
|
|
110,626
|
|
|
—
|
|
|
110,626
|
|
||||
International Mortgage Funds
(4)
|
|
—
|
|
|
64,174
|
|
|
—
|
|
|
64,174
|
|
||||
All Other Fixed Income Securities
(5)
|
|
—
|
|
|
50,321
|
|
|
—
|
|
|
50,321
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset Allocation Funds
(6)
|
|
—
|
|
|
107,155
|
|
|
—
|
|
|
107,155
|
|
||||
Total Assets at Fair Value
|
|
$
|
3,310
|
|
|
$
|
699,794
|
|
|
$
|
—
|
|
|
$
|
703,104
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Global Equities and Cash
|
|
$
|
2,278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,278
|
|
International Funds
(1)
|
|
—
|
|
|
167,695
|
|
|
—
|
|
|
167,695
|
|
||||
U.S. Equity Funds
|
|
—
|
|
|
20,158
|
|
|
—
|
|
|
20,158
|
|
||||
Emerging Markets Growth Funds
|
|
—
|
|
|
15,764
|
|
|
—
|
|
|
15,764
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
International Government Bonds
(2)
|
|
—
|
|
|
253,969
|
|
|
—
|
|
|
253,969
|
|
||||
International Corporate Bonds
(3)
|
|
—
|
|
|
96,262
|
|
|
—
|
|
|
96,262
|
|
||||
International Mortgage Funds
(4)
|
|
—
|
|
|
21,679
|
|
|
—
|
|
|
21,679
|
|
||||
All Other Fixed Income Securities
(5)
|
|
—
|
|
|
47,504
|
|
|
—
|
|
|
47,504
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset Allocation Funds
(6)
|
|
—
|
|
|
81,779
|
|
|
—
|
|
|
81,779
|
|
||||
Total Assets at Fair Value
|
|
$
|
2,278
|
|
|
$
|
704,810
|
|
|
$
|
—
|
|
|
$
|
707,088
|
|
(1)
|
Investments in various funds that track international indices.
|
(2)
|
Investments in predominately EU government securities and U.K. Treasury securities with credit ratings primarily AAA.
|
(3)
|
Investments in European and U.K. fixed interest securities with credit ratings of primarily BBB and above.
|
(4)
|
Investments in international mortgage funds.
|
(5)
|
Investments predominantly in various international fixed income obligations that are individually insignificant.
|
(6)
|
Investments in fixed income securities, equities and alternative asset classes, including commodities and property assets.
|
|
|
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
(3)
|
||||||||||||
Pension Fund
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020-001
|
|
12/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
$
|
35,235
|
|
|
$
|
32,918
|
|
|
$
|
33,105
|
|
|
Various
|
Plumbers and Pipefitters National Pension Fund
|
|
52-6152779-001
|
|
6/30
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
5,443
|
|
|
4,712
|
|
|
3,895
|
|
|
Various
|
|||
Utah Pipe Trades Pension Trust Fund
|
|
51-6077569-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
4,321
|
|
|
5,522
|
|
|
664
|
|
|
07/19
|
|||
Central Laborers’ Pension Fund
|
|
37-6052379-001
|
|
12/31
|
|
65%-80%
|
|
<65%
|
|
Yes
|
|
2,054
|
|
|
2,083
|
|
|
1,881
|
|
|
Various
|
|||
Twin City Carpenters and Joiners Pension Fund
|
|
41-6043137-001
|
|
12/31
|
|
65%-80%
|
|
65%-80%
|
|
Yes
|
|
1,295
|
|
|
5,469
|
|
|
6,010
|
|
|
04/19
|
|||
Twin City Ironworkers Pension Plan
|
|
41-6084127-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
731
|
|
|
2,102
|
|
|
2,791
|
|
|
04/19
|
|||
Middle Tennessee Carpenters and Millwrights Pension Fund
(4)
|
|
62-6101275-001
|
|
4/30
|
|
>80%
|
|
>80%
|
|
No
|
|
—
|
|
|
6,809
|
|
|
4,729
|
|
|
Various
|
|||
Southern Ironworkers Pension Fund
(4)
|
|
59-6227091-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
—
|
|
|
3,823
|
|
|
2,150
|
|
|
Various
|
|||
Plumbers and Steamfitters Local 150 Pension Fund
(4)
|
|
58-6116699-001
|
|
12/31
|
|
>80%
|
|
>80%
|
|
No
|
|
—
|
|
|
3,510
|
|
|
2,154
|
|
|
Various
|
|||
Boilermakers’ National Pension Plan (Canada)
|
|
366708
|
|
12/31
|
|
N/A
|
|
N/A
|
|
N/A
|
|
6,709
|
|
|
8,645
|
|
|
10,795
|
|
|
04/19
|
|||
All Other
(5)
|
|
|
|
|
|
|
|
|
|
|
|
64,621
|
|
|
62,120
|
|
|
49,913
|
|
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,409
|
|
|
$
|
137,713
|
|
|
$
|
118,087
|
|
|
|
(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
2016
contributions as a percentage of total plan contributions were not available for any of our plans. For
2015
and
2014
, our contributions to the Utah Pipe Trades Pension Trust Fund, the Twin City Carpenters and Joiners Pension Fund, the Twin City Ironworkers Pension Plan, the Southern Ironworkers Pension Fund, the Plumbers and Steamfitters Local 150 Pension Fund and the Boilermakers’ National Pension Plan (Canada) each 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)
|
The expiration dates of our labor agreements associated with the plans noted as “Various” above vary based upon the duration of the applicable projects.
|
(4)
|
The contributions in 2015 and 2014 were associated with plans that were included with our former Nuclear Operations, which were sold on December 31, 2015.
|
(5)
|
Our remaining contributions are to various U.S. and Canadian plans, which are individually immaterial.
|
Year
|
Amount
|
||
2017
|
$
|
77,923
|
|
2018
|
62,492
|
|
|
2019
|
52,368
|
|
|
2020
|
42,303
|
|
|
2021
|
34,127
|
|
|
Thereafter
|
117,016
|
|
|
Total
|
$
|
386,229
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Currency
Translation
Adjustment
(1)
|
|
Unrealized
Fair Value Of
Cash Flow Hedges
|
|
Defined Benefit
Pension and Other
Postretirement Plans
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(209,281
|
)
|
|
$
|
(967
|
)
|
|
$
|
(83,792
|
)
|
|
$
|
(294,040
|
)
|
OCI before reclassifications
|
|
(55,281
|
)
|
|
33
|
|
|
(48,833
|
)
|
|
(104,081
|
)
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
721
|
|
|
1,784
|
|
|
2,505
|
|
||||
Net OCI
|
|
(55,281
|
)
|
|
754
|
|
|
(47,049
|
)
|
|
(101,576
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
(264,562
|
)
|
|
$
|
(213
|
)
|
|
$
|
(130,841
|
)
|
|
$
|
(395,616
|
)
|
(1)
|
During
2016
, the currency translation adjustment component of AOCI was unfavorably impacted by net movements in the
Australian Dollar, British Pound, and Euro
exchange rates against the U.S. Dollar.
|
|
|
Amount Reclassified
From AOCI
|
||
Unrealized Fair Value Of Cash Flow Hedges
(1)
|
|
|
||
Interest rate derivatives (interest expense)
|
|
$
|
510
|
|
Foreign currency derivatives (cost of revenue)
|
|
835
|
|
|
Total before tax
|
|
$
|
1,345
|
|
Tax
|
|
(624
|
)
|
|
Total net of tax
|
|
$
|
721
|
|
Defined Benefit Pension and Other Postretirement Plans
(2)
|
|
|
||
Amortization of prior service credits
|
|
$
|
(617
|
)
|
Recognized net actuarial losses
|
|
2,358
|
|
|
Total before tax
|
|
$
|
1,741
|
|
Tax
|
|
43
|
|
|
Total net of tax
|
|
$
|
1,784
|
|
(1)
|
See
Note 10
for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.
|
(2)
|
See
Note 11
for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost.
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Nonvested RSUs
|
|
|
|
|
|||
Balance at December 31, 2015
|
|
1,385
|
|
|
$
|
51.65
|
|
Granted
|
|
1,021
|
|
|
$
|
33.19
|
|
Vested
|
|
(492
|
)
|
|
$
|
50.99
|
|
Forfeited
|
|
(80
|
)
|
|
$
|
41.51
|
|
Balance at December 31, 2016
|
|
1,834
|
|
|
$
|
41.99
|
|
Directors’ RSUs
|
|
|
|
|
|||
Balance at December 31, 2015
|
|
28
|
|
|
$
|
49.55
|
|
Granted
|
|
37
|
|
|
$
|
38.18
|
|
Vested
|
|
(28
|
)
|
|
$
|
49.55
|
|
Balance at December 31, 2016
|
|
37
|
|
|
$
|
38.18
|
|
•
|
Financial Performance Based Grants
—Financial performance based share awards are based upon EPS and generally vest over
three
years. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date applied to the total number of shares that we anticipate will vest. This fair value is expensed over the vesting period based on the level of payout expected to be achieved, subject to retirement eligibility expense acceleration, where applicable. As a result of financial performance conditions met during
2016
, we recognized
$2,020
of compensation expense. During
2016
,
2015
and
2014
, financial performance based shares totaling
665
,
702
and
312
, respectively, were granted with a weighted-average grant-date fair value per share of
$33.56
,
$41.67
and
$79.86
, respectively. During
2016
, upon vesting and achievement of certain performance goals, we distributed
370
financial performance based shares with a weighted-average grant-date fair value per share of
$66.10
. The total fair value of financial performance based share awards that vested during
2016
,
2015
and
2014
was
$24,446
,
$23,463
and
$50,244
, respectively.
|
•
|
Stock Performance Based Grants
—Stock performance based share awards are based upon stock price performance relative to industry peers or a construction industry index, and generally vest over
three
years. The total initial fair value for these awards is determined based upon a Monte Carlo simulation value at the grant date applied to the total number of granted target shares. This fair value is expensed ratably over the vesting period, and during
2016
, we recognized
$2,908
of compensation expense. During
2016
,
166
stock performance based shares were granted with a weighted-average grant-date fair value per share of
$37.41
and was based upon a risk-free interest rate of
0.86%
, historical volatility of
38%
and a remaining performance period of
2.9
years. During
2015
,
130
stock performance-based shares were granted with a weighted-average grant-date fair value per share of
$37.35
and was based upon a risk-free interest rate of
1.10%
, an expected dividend yield of
0.69%
, historical volatility of
39%
and a remaining performance period of
3.9
years (as these shares cliff vest at the end of
four
years). The risk-free interest rate was based on the U.S. Treasury yield curve on the grant date, expected dividend yield was based on dividend levels at the grant date, expected volatility was based on the historical volatility of our stock, and the expected life of shares granted represents the longest remaining performance period from the grant date. There were no stock performance based shares granted prior to
2015
and there were no vestings in
2016
or
2015
.
|
|
|
Shares
|
|
Weighted Average
Exercise Price
per Share
|
|
Weighted Average
Remaining Contractual
Life (in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding options at December 31, 2015
|
|
680
|
|
|
$
|
21.32
|
|
|
|
|
|
||
Exercised
|
|
(59
|
)
|
|
$
|
26.06
|
|
|
|
|
|
||
Forfeited / Expired
|
|
(23
|
)
|
|
$
|
57.38
|
|
|
|
|
|
||
Outstanding options at December 31, 2016
(1)
|
|
598
|
|
|
$
|
19.47
|
|
|
2.0
|
|
$
|
9,361
|
|
Exercisable options at December 31, 2016
|
|
575
|
|
|
$
|
19.21
|
|
|
1.9
|
|
$
|
9,217
|
|
(1)
|
We estimate that
596
of these options will ultimately vest. These options have a weighted-average exercise price per share of
$19.45
, a weighted-average remaining contractual life of
2.0
years and a current aggregate intrinsic value of
$9,350
.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sources of (Loss) Income Before Taxes
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
(659,218
|
)
|
|
$
|
(943,917
|
)
|
|
$
|
390,853
|
|
Non-U.S.
|
|
421,955
|
|
|
432,725
|
|
|
516,689
|
|
|||
Total
|
|
$
|
(237,263
|
)
|
|
$
|
(511,192
|
)
|
|
$
|
907,542
|
|
Sources of Income Tax (Expense) Benefit
|
|
|
|
|
|
|
||||||
Current income taxes
|
|
|
|
|
|
|
||||||
U.S. Federal
(1)
|
|
$
|
740
|
|
|
$
|
9,605
|
|
|
$
|
(31,274
|
)
|
U.S. State
|
|
(11,280
|
)
|
|
(2,313
|
)
|
|
(8,227
|
)
|
|||
Non-U.S.
|
|
(81,683
|
)
|
|
(80,799
|
)
|
|
(114,485
|
)
|
|||
Total current income taxes
|
|
$
|
(92,223
|
)
|
|
$
|
(73,507
|
)
|
|
$
|
(153,986
|
)
|
Deferred income taxes
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
81,243
|
|
|
$
|
184,767
|
|
|
$
|
(102,101
|
)
|
U.S. State
|
|
1,784
|
|
|
76
|
|
|
10,142
|
|
|||
Non-U.S.
|
|
6,636
|
|
|
(30,105
|
)
|
|
(25,472
|
)
|
|||
Total deferred income taxes
|
|
$
|
89,663
|
|
|
$
|
154,738
|
|
|
$
|
(117,431
|
)
|
Total income tax (expense) benefit
|
|
$
|
(2,560
|
)
|
|
$
|
81,231
|
|
|
$
|
(271,417
|
)
|
(1)
|
Tax expense of
$6,409
and
$4,925
, and tax benefit of
$14,021
associated with share-based compensation were recorded in APIC in
2016
,
2015
and
2014
, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax benefit (expense) at statutory rate (25.0% for 2016, 2015 and 2014)
|
|
$
|
59,316
|
|
|
$
|
127,798
|
|
|
$
|
(226,885
|
)
|
U.S. State income taxes
|
|
(6,967
|
)
|
|
(1,965
|
)
|
|
(13,561
|
)
|
|||
Non-deductible meals and entertainment
|
|
(11,124
|
)
|
|
(10,930
|
)
|
|
(8,549
|
)
|
|||
Non-U.S. valuation allowance established
|
|
(8,981
|
)
|
|
(1,989
|
)
|
|
(12,875
|
)
|
|||
Non-U.S. valuation allowance utilized
|
|
23,809
|
|
|
5,251
|
|
|
15,899
|
|
|||
Statutory tax rate differential
|
|
64,616
|
|
|
96,555
|
|
|
(40,990
|
)
|
|||
Branch and withholding taxes (net of tax benefit)
|
|
—
|
|
|
692
|
|
|
(1,941
|
)
|
|||
Unremitted earnings of subsidiaries
|
|
64,376
|
|
|
(10,369
|
)
|
|
—
|
|
|||
Noncontrolling interests
|
|
20,931
|
|
|
20,306
|
|
|
22,122
|
|
|||
Non-deductible goodwill impairment
|
|
(229,250
|
)
|
|
(158,585
|
)
|
|
—
|
|
|||
Other, net
|
|
20,714
|
|
|
14,467
|
|
|
(4,637
|
)
|
|||
Income tax (expense) benefit
|
|
$
|
(2,560
|
)
|
|
$
|
81,231
|
|
|
$
|
(271,417
|
)
|
Effective tax rate
|
|
(1.1
|
)%
|
|
15.9
|
%
|
|
29.9
|
%
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
U.S. Federal operating losses and credits
|
|
$
|
595,630
|
|
|
$
|
626,232
|
|
U.S. State operating losses and credits
|
|
203,195
|
|
|
195,996
|
|
||
Non-U.S. operating losses
|
|
50,410
|
|
|
56,612
|
|
||
Contract revenue and cost
|
|
55,748
|
|
|
63,876
|
|
||
Employee compensation and benefit plan reserves
|
|
80,733
|
|
|
75,754
|
|
||
Insurance and legal reserves
|
|
16,209
|
|
|
25,215
|
|
||
Disallowed interest
|
|
117,558
|
|
|
124,876
|
|
||
Other
|
|
70,969
|
|
|
9,520
|
|
||
Total deferred tax assets
|
|
$
|
1,190,452
|
|
|
$
|
1,178,081
|
|
Valuation allowance
|
|
(160,568
|
)
|
|
(167,053
|
)
|
||
Net deferred tax assets
|
|
$
|
1,029,884
|
|
|
$
|
1,011,028
|
|
Deferred Tax Liabilities
|
|
|
|
|
||||
Investment in foreign subsidiaries
|
|
$
|
(14,644
|
)
|
|
$
|
(79,021
|
)
|
Depreciation and amortization
|
|
(292,439
|
)
|
|
(308,619
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(307,083
|
)
|
|
$
|
(387,640
|
)
|
|
|
|
|
|
||||
Net total deferred tax assets
|
|
$
|
722,801
|
|
|
$
|
623,388
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Unrecognized income tax benefits at the beginning of the year
|
|
$
|
9,140
|
|
|
$
|
13,458
|
|
Increase as a result of:
|
|
|
|
|
||||
Tax positions taken during the current period
|
|
6,038
|
|
|
1,313
|
|
||
Decreases as a result of:
|
|
|
|
|
||||
Lapse of applicable statute of limitations
|
|
—
|
|
|
(2,927
|
)
|
||
Settlements with taxing authorities
|
|
(1,016
|
)
|
|
(2,704
|
)
|
||
Unrecognized income tax benefits at the end of the year
(1)
|
|
$
|
14,162
|
|
|
$
|
9,140
|
|
(1)
|
If these income tax benefits were ultimately recognized, approximately
$11,000
and
$6,000
of the
December 31, 2016
and
2015
balances, respectively, would benefit tax expense as we are contractually indemnified for the remaining balances.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
6,105,488
|
|
|
$
|
7,697,684
|
|
|
$
|
7,623,381
|
|
Fabrication Services
|
|
2,110,310
|
|
|
2,442,690
|
|
|
2,738,981
|
|
|||
Technology
|
|
284,424
|
|
|
399,099
|
|
|
385,126
|
|
|||
Capital Services
|
|
2,179,336
|
|
|
2,390,031
|
|
|
2,227,442
|
|
|||
Total revenue
|
|
$
|
10,679,558
|
|
|
$
|
12,929,504
|
|
|
$
|
12,974,930
|
|
Depreciation And Amortization
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
16,947
|
|
|
$
|
48,388
|
|
|
$
|
62,517
|
|
Fabrication Services
|
|
54,449
|
|
|
56,310
|
|
|
61,344
|
|
|||
Technology
|
|
23,052
|
|
|
22,864
|
|
|
23,703
|
|
|||
Capital Services
|
|
28,074
|
|
|
33,573
|
|
|
33,834
|
|
|||
Total depreciation and amortization
|
|
$
|
122,522
|
|
|
$
|
161,135
|
|
|
$
|
181,398
|
|
Equity Earnings
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
9,818
|
|
|
$
|
(2,427
|
)
|
|
$
|
—
|
|
Fabrication Services
|
|
(1,486
|
)
|
|
(3,812
|
)
|
|
(77
|
)
|
|||
Technology
|
|
16,238
|
|
|
21,016
|
|
|
24,613
|
|
|||
Capital Services
|
|
2,256
|
|
|
912
|
|
|
689
|
|
|||
Total equity earnings
|
|
$
|
26,826
|
|
|
$
|
15,689
|
|
|
$
|
25,225
|
|
(Loss) Income From Operations
|
|
|
|
|
|
|
||||||
Engineering & Construction
(1)
|
|
$
|
158,704
|
|
|
$
|
(875,321
|
)
|
|
$
|
518,671
|
|
Fabrication Services
|
|
183,141
|
|
|
225,267
|
|
|
274,487
|
|
|||
Technology
|
|
105,293
|
|
|
150,877
|
|
|
147,782
|
|
|||
Capital Services
(2)
|
|
(592,056
|
)
|
|
74,060
|
|
|
81,353
|
|
|||
Total operating groups
|
|
$
|
(144,918
|
)
|
|
$
|
(425,117
|
)
|
|
$
|
1,022,293
|
|
Integration related costs
|
|
—
|
|
|
—
|
|
|
(39,685
|
)
|
|||
Total (loss) income from operations
|
|
$
|
(144,918
|
)
|
|
$
|
(425,117
|
)
|
|
$
|
982,608
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
3,729
|
|
|
$
|
14,484
|
|
|
$
|
42,152
|
|
Fabrication Services
|
|
31,538
|
|
|
41,434
|
|
|
44,594
|
|
|||
Technology
|
|
10,038
|
|
|
8,091
|
|
|
9,730
|
|
|||
Capital Services
|
|
7,157
|
|
|
14,843
|
|
|
21,148
|
|
|||
Total capital expenditures
|
|
$
|
52,462
|
|
|
$
|
78,852
|
|
|
$
|
117,624
|
|
(1)
|
As discussed further in
Note 4
, during 2015 we recorded a non-cash pre-tax charge of approximately
$1,505,900
within our Engineering & Construction operating group related to the sale of our Nuclear Operations. In addition, during 2016 we recorded a non-cash pre-tax charge of approximately
$148,100
resulting from a reserve for the Transaction Receivable associated with the 2015 sale of our Nuclear Operations.
|
(2)
|
As discussed further in
Note 6
, during 2016 we recorded a non-cash pre-tax charge of approximately
$655,000
related to the partial impairment of goodwill within our Capital Services operating group resulting from our fourth quarter annual impairment assessment.
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Engineering & Construction
|
|
$
|
3,616,803
|
|
|
$
|
4,127,435
|
|
|
$
|
4,550,700
|
|
Fabrication Services
|
|
2,337,724
|
|
|
2,549,146
|
|
|
2,225,707
|
|
|||
Technology
|
|
880,298
|
|
|
820,707
|
|
|
836,549
|
|
|||
Capital Services
|
|
1,004,595
|
|
|
1,694,772
|
|
|
1,756,874
|
|
|||
Total assets
|
|
$
|
7,839,420
|
|
|
$
|
9,192,060
|
|
|
$
|
9,369,830
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue by Country
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
7,547,534
|
|
|
$
|
8,408,633
|
|
|
$
|
6,682,054
|
|
Australia
|
|
1,745,607
|
|
|
2,172,026
|
|
|
2,498,848
|
|
|||
Other
(1)
|
|
1,386,417
|
|
|
2,348,845
|
|
|
3,794,028
|
|
|||
Total revenue
|
|
$
|
10,679,558
|
|
|
$
|
12,929,504
|
|
|
$
|
12,974,930
|
|
(1)
|
Revenue earned in other countries, including The Netherlands (our country of domicile), was not individually greater than
10%
of our consolidated revenue in
2016
,
2015
or
2014
.
|
Quarter Ended 2016
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
|
$
|
2,667,733
|
|
|
$
|
2,695,615
|
|
|
$
|
2,776,177
|
|
|
$
|
2,540,033
|
|
Gross profit
|
|
$
|
287,605
|
|
|
$
|
294,526
|
|
|
$
|
326,568
|
|
|
$
|
117,357
|
|
Goodwill impairment
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(655,000
|
)
|
Loss on net assets sold and intangible assets impairment
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(148,148
|
)
|
Net income (loss)
(2)
|
|
$
|
119,962
|
|
|
$
|
132,548
|
|
|
$
|
168,419
|
|
|
$
|
(660,752
|
)
|
Net income (loss) attributable to CB&I
|
|
$
|
106,925
|
|
|
$
|
123,839
|
|
|
$
|
121,760
|
|
|
$
|
(665,693
|
)
|
Net income (loss) attributable to CB&I per share—basic
|
|
$
|
1.02
|
|
|
$
|
1.18
|
|
|
$
|
1.20
|
|
|
$
|
(6.65
|
)
|
Net income (loss) attributable to CB&I per share—diluted
|
|
$
|
1.01
|
|
|
$
|
1.17
|
|
|
$
|
1.20
|
|
|
$
|
(6.65
|
)
|
Quarter Ended 2015
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
|
$
|
3,125,745
|
|
|
$
|
3,207,113
|
|
|
$
|
3,321,682
|
|
|
$
|
3,274,964
|
|
Gross profit
|
|
$
|
370,171
|
|
|
$
|
383,123
|
|
|
$
|
377,717
|
|
|
$
|
381,305
|
|
Goodwill impairment
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(453,100
|
)
|
|
$
|
—
|
|
Loss on net assets sold and intangible assets impairment
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(707,380
|
)
|
|
$
|
(345,371
|
)
|
Net income (loss)
|
|
$
|
156,749
|
|
|
$
|
185,888
|
|
|
$
|
(725,554
|
)
|
|
$
|
(47,044
|
)
|
Net income (loss) attributable to CB&I
|
|
$
|
132,228
|
|
|
$
|
169,515
|
|
|
$
|
(740,433
|
)
|
|
$
|
(65,725
|
)
|
Net income (loss) attributable to CB&I per share—basic
|
|
$
|
1.22
|
|
|
$
|
1.56
|
|
|
$
|
(7.02
|
)
|
|
$
|
(0.63
|
)
|
Net income (loss) attributable to CB&I per share—diluted
|
|
$
|
1.21
|
|
|
$
|
1.55
|
|
|
$
|
(7.02
|
)
|
|
$
|
(0.63
|
)
|
(1)
|
In the fourth quarter 2016, we recorded a non-cash pre-tax charge of approximately
$655,000
related to the partial impairment of goodwill resulting from our fourth quarter annual impairment assessment. The net loss reflects the non-deductibility of the impairment charge. In addition, we recorded a non-cash pre-tax charge of approximately
$148,100
(approximately
$96,300
after-tax) resulting from a reserve for the Transaction Receivable associated with the 2015 sale of our Nuclear Operations.
|
(2)
|
In the fourth quarter 2016, we recorded an income tax benefit of approximately
$67,000
resulting from the reversal of a deferred tax liability associated with historical earnings of a non-U.S. subsidiary for which the earnings are no longer anticipated to be subject to tax.
|
(3)
|
In
2015
, we recorded a non-cash pre-tax charge of approximately
$1,505,900
(approximately
$1,135,200
after-tax) related to the impairment of goodwill (approximately
$453,100
recorded in the third quarter) and intangible assets (approximately
$79,100
recorded in the third quarter) and a loss on net assets sold (approximately
$628,300
and
$345,400
recorded in the third and fourth quarters, respectively).
|
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/ Michael S. Taff
|
|
Executive Vice President and Chief Financial Officer
|
Michael S. Taff
|
|
(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/ Kirsten B. David
|
|
|
Kirsten B. David
|
|
|
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.
|
2.3
(28)
|
|
Purchase Agreement, dated October 27, 2015, by and among Chicago Bridge & Iron Company N.V., CB&I Stone & Webster, Inc., WSW Acquisition Co., LLC and Westinghouse Electric Company LLC.
|
2.4
(1)
|
|
Purchase Agreement, dated as of February 27, 2017, by and among Chicago Bridge & Iron Company N.V., The Shaw Group Inc., CBI Peruana SAC, Horton CBI, Limited and CSVC Acquisition Corp.
|
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
(24)*
|
|
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)
|
|
|
(c) 2015 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(25)
|
|
|
(d) 2016 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
(29)
|
10.8
(5)*
|
|
The Company’s Incentive Compensation Program
|
10.9
(30)*
|
|
Chicago Bridge & Iron Savings Plan as amended and restated as of January 1, 2016
|
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
(24)
|
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
(24)
|
|
|
(c) Amendment No. 3, dated as of July 8, 2015, to the Term Loan Agreement
(26)
|
|
|
(d) Amendment No. 4, dated as of October 27, 2015, to the Term Loan Agreement
(28)
|
10.15
(20)
|
|
Note Purchase and Guarantee Agreement dated December 27, 2012
|
|
|
(a) First Amendment, dated as of February 12, 2013, to the Note Purchase and Guarantee Agreement
(28)
|
|
|
(b) Amendment No. 2, dated as of June 30, 2015, to the Note Purchase and Guarantee Agreement
(28)
|
|
|
(c) Third Amendment, dated as of October 27, 2015, to the Note Purchase and Guarantee Agreement
(28)
|
|
|
(d) Fourth Amendment, dated as of December 29, 2016, to the Note Purchase and Guarantee Agreement
(1)
|
|
|
(e) Fifth Amendment, dated as of February 24, 2017, to the Note Purchase and Guarantee Agreement
(1)
|
10.16
(22)
|
|
The Shaw Group Inc. 401(k) Plan as amended and restated as of January 1, 2014
|
10.17
(32)*
|
|
The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
|
|
(a) First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(35)
|
|
|
(b) Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(35)
|
|
|
(c) Third Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(23)
|
|
|
(d) Fourth Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
(25)
|
10.18
(33)*
|
|
Form of Employee Incentive Stock Option Award under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.19
(33)*
|
|
Form of Employee Nonqualified Stock Option Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.20
(36)*
|
|
Form of Employee Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.21
(36)*
|
|
Form of Employee Cash Settled Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan
|
10.22
(31)
|
|
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
(31)
|
|
Parent Pledge Agreement, dated October 13, 2006, between the Company and The Bank of New York
|
10.24
(31)
|
|
Issuer Pledge Agreement, dated October 13, 2006, between NEH and The Bank of New York
|
10.25
(31)
|
|
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
(31)
|
|
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
(31)
|
|
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
(31)
|
|
Reimbursement Agreement dated as of October 13, 2006, between The Shaw Group Inc. and Toshiba
|
10.29
(34)
|
|
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 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
(24)
|
|
|
(b) Amendment No. 2, dated as of December 31, 2014, to the Revolving Credit Agreement
(24)
|
|
|
(c) Amendment No. 3, dated as of July 8, 2015, to the Revolving Credit Agreement
(26)
|
|
|
(d) Amendment No. 4, dated as of October 27, 2015, to the Revolving Credit Agreement
(28)
|
|
|
(e) Amendment No. 5, dated as of February 24, 2017, to the Revolving Credit Agreement
(1)
|
10.31
(26)
|
|
Amended and Restated Revolving Credit Agreement, dated as of July 8, 2015, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware), as the Initial Borrower, certain Subsidiaries of Chicago Bridge & Iron Company N.V. party thereto, as Designated Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the lenders party thereto, and the agents party thereto
|
|
|
(a) Amendment No. 1, dated as of October 27, 2015, to the Amended and Restated Revolving Credit Agreement
(28)
|
|
|
(b) Amendment No. 2, dated as of February 24, 2017, to the Amended and Restated Revolving Credit Agreement
(1)
|
10.32
(26)
|
|
Term Loan Agreement, dated as of July 8, 2015, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware), as Borrower, Bank of America, N.A., as Administrative Agent, the lenders party thereto, and the agents party thereto
|
|
|
(a) Amendment No. 1, dated as of October 27, 2015, to the Term Loan Agreement
(28)
|
|
|
(b) Amendment No. 2, dated as of February 24, 2017, to the Term Loan Agreement
(1)
|
10.33
(27)
|
|
Note Purchase and Guarantee Agreement dated as of July 22, 2015, by and among Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company (Delaware) and each of the purchasers party thereto
|
|
|
(a) First Amendment, dated as of October 27, 2015, to the Note Purchase and Guarantee Agreement
(28)
|
|
|
(b) Second Amendment, dated as of December 29, 2016, to the Note Purchase and Guarantee Agreement
(1)
|
|
|
(c) Third Amendment, dated as of February 24, 2017, to the Note Purchase and Guarantee Agreement
(1)
|
10.34
(28)
|
|
Employee Matters Agreement, dated October 27, 2015, by and among Chicago Bridge & Iron Company N.V., CB&I Stone & Webster, Inc., WSW Acquisition Co., LLC and Westinghouse Electric Company LLC.
|
21.1
(1)
|
|
List of Significant Subsidiaries
|
23.1
(1)
|
|
Consent of 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),(37)
|
|
XBRL Instance Document
|
101.SCH
(1),(37)
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
(1),(37)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
(1),(37)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
(1),(37)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
(1),(37)
|
|
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 Company’s 2014 Form 10-K filed February 25, 2015
|
(25)
|
Incorporated by reference from the Company’s 2015 Form 10-Q filed April 24, 2015
|
(26)
|
Incorporated by reference from the Company’s 2015 Form 8-K filed July 14, 2015
|
(27)
|
Incorporated by reference from the Company’s 2015 Form 10-Q filed July 24, 2015
|
(28)
|
Incorporated by reference from the Company’s 2015 Form 8-K filed October 28, 2015
|
(29)
|
Incorporated by reference from Annex A of the Company’s 2016 Definitive Proxy Statement filed March 24, 2016
|
(30)
|
Incorporated by reference from the Company’s 2016 Form 10-Q filed October 27, 2016
|
(31)
|
Incorporated by reference from The Shaw Group Inc.’s Form 8-K filed October 18, 2006
|
(32)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed April 9, 2009
|
(33)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed January 6, 2010
|
(34)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-Q filed January 6, 2011
|
(35)
|
Incorporated by reference from The Shaw Group Inc.’s Form 8-K filed January 20, 2011
|
(36)
|
Incorporated by reference from The Shaw Group Inc.’s Form 10-K filed October 19, 2012
|
(37)
|
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, 2016
,
2015
and
2014
, (ii) the Consolidated Statements of Comprehensive Income for the years ended
December 31, 2016
,
2015
and
2014
, (iii) the Consolidated Balance Sheets as of
December 31, 2016
and
2015
, (iv) the Consolidated Statements of Cash Flows for the years ended
December 31, 2016
,
2015
and
2014
(v) the Consolidated Statements of Shareholders’ Equity for the years ended
December 31, 2016
,
2015
and
2014
, and (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
Article 1 The Sale and Purchase Transaction
|
2
|
|
|||
|
|
|
|
|
|
|
1.1
|
|
Sale and Purchase of Shares
|
2
|
|
|
1.2
|
|
Purchase Price
|
2
|
|
|
1.3
|
|
Payment of Purchase Price at Closing
|
2
|
|
|
1.4
|
|
Delivery of Closing Estimates
|
3
|
|
|
1.5
|
|
Post-Closing Purchase Price Adjustment
|
3
|
|
|
1.6
|
|
Withholding
|
7
|
|
|
|
|
|
|
|
Article 2 Closing; Conditions to Closing; Termination
|
7
|
|
|||
|
|
|
|
|
|
|
2.1
|
|
Closing
|
7
|
|
|
2.2
|
|
Conditions Precedent to Obligation of Buyer
|
7
|
|
|
2.3
|
|
Conditions Precedent to Obligation of Seller
|
10
|
|
|
2.4
|
|
Deliveries and Proceedings at Closing
|
11
|
|
|
2.5
|
|
Termination Prior to Closing
|
12
|
|
|
2.6
|
|
Liquidated Damages
|
14
|
|
|
|
|
|
|
|
Article 3 Certain Covenants
|
15
|
|
|||
|
|
|
|
|
|
|
3.1
|
|
Conduct of Business Pending the Closing
|
15
|
|
|
3.2
|
|
Access; Contact
|
19
|
|
|
3.3
|
|
Tax Matters; Coordination; Survival Period
|
19
|
|
|
3.4
|
|
Publicity
|
29
|
|
|
3.5
|
|
Updated Schedules
|
29
|
|
|
3.6
|
|
Retention of Records; Access
|
29
|
|
|
3.7
|
|
Names; Software
|
30
|
|
|
3.8
|
|
Litigation Support
|
32
|
|
|
3.9
|
|
Employment and Benefit Plan Matters
|
32
|
|
|
3.10
|
|
Nonsolicitation
|
36
|
|
|
3.11
|
|
Non-Competition
|
37
|
|
|
3.12
|
|
Insurance
|
38
|
|
|
3.13
|
|
D&O
|
38
|
|
|
3.14
|
|
Cooperation; Etc.
|
39
|
|
|
3.15
|
|
Transition Planning
|
41
|
|
|
3.16
|
|
Company Supported Arrangements; Affiliate Support Arrangements
|
42
|
|
|
3.17
|
|
Confidentiality
|
43
|
|
|
3.18
|
|
Adjustment
|
44
|
|
|
3.19
|
|
Intragroup Accounts and Arrangements
|
45
|
|
|
3.20
|
|
Third Party Contracts
|
45
|
|
|
3.21
|
|
Post-Closing Asset Identification
|
46
|
|
|
3.22
|
|
Financing
|
46
|
|
|
3.23
|
|
Financing Cooperation
|
47
|
|
|
3.24
|
|
Environmental Permits
|
50
|
|
|
3.25
|
|
Special Security Agreement
|
50
|
|
|
3.26
|
|
Further Assurances
|
51
|
|
|
3.27
|
|
Additional Financial Statements
|
51
|
|
|
3.28
|
|
Consents of Third Parties
|
51
|
|
|
3.29
|
|
Local Transfer Documents
|
52
|
|
|
3.30
|
|
Multiemployer Plan Communications
|
53
|
|
|
3.31
|
|
Equipment Leases
|
53
|
|
|
3.1
|
|
Revised Intercompany Agreements
|
53
|
|
|
3.2
|
|
Equipment Rental Agreement
|
53
|
|
|
3.3
|
|
Transfer of Thai Business
|
53
|
|
|
|
|
|
|
|
Article 4 Representations and Warranties of Seller
|
53
|
|
|||
|
|
|
|
|
|
|
4.1
|
|
Organization; Qualification
|
53
|
|
|
4.2
|
|
Authorization; Enforceability
|
54
|
|
|
4.3
|
|
No Violation of Laws or Agreements; Legal Approvals; Consents
|
54
|
|
|
4.4
|
|
Shares; Subsidiaries
|
55
|
|
|
4.5
|
|
Financial Statements
|
57
|
|
|
4.6
|
|
No Changes
|
58
|
|
|
4.7
|
|
Taxes
|
58
|
|
|
4.8
|
|
Inventory; Equipment
|
60
|
|
|
4.9
|
|
Receivables; Payables
|
61
|
|
|
4.10
|
|
Title; Maintenance; Non-Exclusive Assets; Sufficiency
|
61
|
|
|
4.11
|
|
Legal Proceedings; Orders
|
62
|
|
|
4.12
|
|
Material Contracts
|
62
|
|
|
4.13
|
|
Permits
|
65
|
|
|
4.14
|
|
Compliance with Laws
|
65
|
|
|
4.15
|
|
Real Property
|
68
|
|
|
4.16
|
|
Labor Relations
|
69
|
|
|
4.17
|
|
Intellectual Property Rights
|
70
|
|
|
4.18
|
|
Employee Benefits
|
72
|
|
|
4.19
|
|
Environmental Matters
|
75
|
|
|
4.20
|
|
Customers and Suppliers
|
76
|
|
|
4.21
|
|
Government Contracts
|
76
|
|
|
4.22
|
|
Overhead Services; Shared Assets and Facilities
|
77
|
|
|
4.23
|
|
Transactions With Affiliates
|
78
|
|
|
4.24
|
|
Finders’ Fees
|
78
|
|
|
4.25
|
|
Special Security Agreement (SSA)
|
78
|
|
|
4.26
|
|
Vote/Approval Required
|
78
|
|
|
4.27
|
|
Insurance
|
78
|
|
|
4.28
|
|
Seller Acknowledgement; Exclusivity of Representations
|
79
|
|
|
|
|
|
|
|
Article 5 Representations and Warranties of Buyer
|
80
|
|
|||
|
|
|
|
|
|
|
5.1
|
|
Organization
|
80
|
|
|
5.2
|
|
Authorization; Enforceability
|
80
|
|
|
5.3
|
|
No Violation of Laws or Agreements; Legal Approvals; Consents
|
80
|
|
|
5.4
|
|
Financing Capability
|
81
|
|
|
5.5
|
|
Investment
|
82
|
|
|
5.6
|
|
Solvency
|
82
|
|
|
5.7
|
|
Government Contracts Matters
|
82
|
|
|
5.8
|
|
Foreign Control
|
82
|
|
|
5.9
|
|
Finders’ Fees
|
83
|
|
|
5.10
|
|
Buyer Acknowledgement; Exclusivity of Representations
|
83
|
|
|
|
|
|
|
|
Article 6 Survival; Indemnification
|
84
|
|
|||
|
|
|
|
|
|
|
6.1
|
|
Survival
|
84
|
|
|
6.2
|
|
Indemnification by Seller
|
84
|
|
|
6.3
|
|
Indemnification by Buyer
|
84
|
|
|
6.4
|
|
Limitation of Liability
|
84
|
|
|
6.5
|
|
Notice of Claims
|
87
|
|
|
6.6
|
|
Claims by Parties
|
87
|
|
|
6.7
|
|
Third-Party Claims
|
88
|
|
|
6.8
|
|
Exclusive Remedy
|
88
|
|
|
6.9
|
|
Purchase Price Adjustments
|
88
|
|
|
6.10
|
|
Mitigation of Damages
|
89
|
|
|
|
|
|
|
|
Article 7 Definitions; Construction
|
89
|
|
|||
|
|
|
|
|
|
|
7.1
|
|
Definitions
|
89
|
|
|
7.2
|
|
Construction
|
109
|
|
|
|
|
|
|
|
Article 8 Miscellaneous
|
110
|
|
|||
|
|
|
|
|
|
|
8.1
|
|
Costs and Expenses
|
110
|
|
|
8.2
|
|
Notices
|
110
|
|
|
8.3
|
|
Jurisdiction; Service of Process; Waiver of Jury Trial
|
111
|
|
|
8.4
|
|
Assignment
|
112
|
|
|
8.5
|
|
Specific Performance
|
113
|
|
|
8.6
|
|
Consideration; Recitals; Governing Law
|
114
|
|
|
8.7
|
|
Schedules
|
114
|
|
|
8.8
|
|
Amendment and Waiver
|
114
|
|
|
8.9
|
|
Entire Agreement; No Third-Party Beneficiaries
|
114
|
|
|
8.10
|
|
Severability; Set-Off
|
115
|
|
|
8.11
|
|
Counterparts
|
115
|
|
|
8.12
|
|
Financing
|
115
|
|
|
8.13
|
|
Performance Guarantee by Parent
|
115
|
|
|
8.14
|
|
Mutual Release
|
116
|
|
Schedule A
|
Capital Services Companies
|
Schedule B
|
Excluded Assets
|
Schedule C
|
Project Specific Insurance Policies
|
Schedule 2.2(f)
|
Seller Legal Approvals
|
Schedule 2.2(g)
|
Seller Consents
|
Schedule 2.2(k)(i)
|
Continuing Contracts
|
Schedule 2.2(k)(ii)
Schedule 2.2(k)
|
Continuing Shared Assets
Seller Permits
|
Schedule 2.2(l)
|
Permit Transfers
|
Schedule 2.3(e)
|
Buyer Legal Approvals
|
Schedule 2.3(g)
|
Buyer Consents
|
Schedule 2.4(b)(viii)
|
Seller Certificate
|
Schedule 3.1(b)(vii)
|
Retention Bonuses
|
Schedule 3.7(b)
|
Specified Names
|
Schedule 3.9
Schedule 3.9(j)
|
Employment and Benefit Plan Matters
Withdrawal Liability
|
Schedule 3.19
|
Continuing Intercompany Arrangements
|
Schedule 3.20
|
Third Party Contracts
|
Schedule 3.24
|
Environmental Permits
|
Schedule 3.31
|
Master Leases
|
Schedule 4.3(a)
|
Seller Contract/Permit Approvals and Consents
|
Schedule 4.3(b)
|
Seller Legal Approvals and Consents
|
Schedule 4.4(b)
|
Subsidiaries
|
Schedule 4.4(c)
|
PC/JV Entities
|
Schedule 4.4(e)
Schedule 4.4(f)
|
Authorization and Ownership of Subsidiaries
Licensee Owned Entities
|
Schedule 4.5(b)
|
Undisclosed Liabilities
|
Schedule 4.5(c)
|
No Liabilities
|
Schedule 4.6
|
No Changes
|
Schedule 4.7
|
Taxes
|
Schedule 4.7(d)
|
Entity Classifications
|
Schedule 4.8(a)
|
Inventory
|
Schedule 4.8(b)
|
Equipment
|
Schedule 4.9(a)
|
Receivables
|
Schedule 4.9(b)
Schedule 4.10
|
Payables
Reserved Assets
|
Schedule 4.11(a)
|
Legal Proceedings
|
Schedule 4.11(b)
|
Orders
|
Schedule 4.12(a)
|
Material Contracts
|
Schedule 4.12(d)
|
Exceptions to Assignment of Material Contracts
|
Schedule 4.13
|
Permits
|
Schedule 4.14(c)(i)
|
International Trade Authorizations
|
Schedule 4.14(c)(iii)
|
Notice from Governmental Bodies re. International Trade Authorizations
|
Schedule 4.15(a)(i)
|
Owned Real Properties
|
Schedule 4.15(a)(ii)
|
Leased Properties
|
Schedule 4.15(a)(iii)
|
Exceptions and Other Leased Properties
|
Schedule 4.15(b)
|
Consents, Rights and Options re. Leased Properties
|
Schedule 4.15(c)
|
Use and Operation of Properties
|
Schedule 4.15(d)
Schedule 4.16(b)
|
Improvements
WARN Act
|
Schedule 4.16(c)
|
Labor Relations
|
Schedule 4.16(f)
|
Employment Agreement Compliance
|
Schedule 4.17(a)
Schedule 4.17(d)
Schedule 4.17(f)
|
Intellectual Property Rights
Computer Systems
Compliance with Intellectual Property Laws
|
Schedule 4.18(a)(i)
|
Company Plans
|
Schedule 4.18(a)(ii)
|
Company Plans – Exceptions
|
Schedule 4.18(a)(iii)
Schedule 4.18(a)(iv)
|
Company Plans – Multiemployer Pension Plans
Pension Plans
|
Schedule 4.18(b)
|
Reportable Events or Prohibited Transactions
|
Schedule 4.18(c)
|
Suits or Actions
|
Schedule 4.18(e)
|
Post-Termination Benefits
|
Schedule 4.18(f)
Schedule 4.18(i)
|
Company Qualified Plans
Tax Reimbursements
|
Schedule 4.18(j)
|
Employee Benefits Triggered
|
Schedule 4.19
|
Environmental Matters
|
Schedule 4.20
|
Customers and Suppliers
|
Schedule 4.21(a)
|
Certain Government Contracts
|
Schedule 4.21(c)
|
Irregularities, Misstatements or Omissions
|
Schedule 4.22(a)
|
Overhead Services
|
Schedule 4.22(b)(i)
|
Shared Assets
|
Schedule 4.22(b)(ii)
|
Post-Adjustment Shared Assets
|
Schedule 4.23
|
Transactions with Affiliates
|
Schedule 4.27(a)
|
Insurance Policies
|
Schedule 4.27(b)
|
Insurance Policies – Change of Control Provisions
|
Schedule 4.27(d)
|
Insurance Policies – Litigation
|
Schedule 5.2
|
Buyer Legal Approvals and Consents
|
Schedule 5.3(a)
|
Buyer Contract/Permit Approvals and Consents
|
Schedule 5.3(b)
|
Buyer Legal Approvals and Consents
|
Schedule 6.2(d)
|
Retained Liabilities
|
|
|
Exhibit A
|
Form of Transition Services Agreement
|
Exhibit B-1
|
Balance Sheet
|
Exhibit B-2
|
Unaudited Income Statements
|
Exhibit C
|
Adjustment Plan
|
Exhibit D
|
Form of Return Software License
|
Exhibit E
|
Form of License Agreement
|
Exhibit F
|
Limited Guarantee
|
|
|
Exhibit G
|
Form of Master Amendment Agreement
|
Exhibit H
|
Form of Strategic Alliance Agreement
|
Exhibit I
|
Working Capital and Methodology
|
Exhibit J
|
[
Reserved
]
|
Exhibit K
|
Covered Contracts
|
Exhibit L
|
Covered Surety Projects
|
Exhibit M
|
Target Working Capital Calculation
|
By:
/s/ Philip K. Asherman
|
Title: President and Chief Executive |
By:
|
/s/ Luciano Reyes
Title: Treasurer |
SECTION 1.
|
AMENDMENTS TO NOTE PURCHASE AGREEMENT.
|
SECTION 2.
|
AMENDMENTS TO DEFINED TERMS.
|
SECTION 3.
|
REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
|
SECTION 4.
|
EFFECTIVENESS; CONDITIONS PRECEDENT.
|
SECTION 5.
|
MISCELLANEOUS.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|||||
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
|
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Douglas A. Willard
|
|
|
|
|
Name:
|
Douglas A. Willard
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
|
||||
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Director
|
|
|||
|
|
|||||||
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
|
|
|||
By:
|
|
/s/ Joshua A. Decuir
|
||
|
|
Name:
|
|
Joshua A. Decuir
|
|
|
Title:
|
|
Assistant Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Douglas Arthur Willard
|
||
|
|
Name:
|
|
Douglas Arthur Willard
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
|
||||
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I Walker LA, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
Northwestern Mutual Investment Management Company, LLC, its investment adviser
|
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust, Attorney in Fact |
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust, Attorney in Fact |
By:
|
Barings LLC as its Investment Adviser
|
By:
|
Barings LLC as its Investment Adviser
|
By:
|
MEMBERS Capital Advisors, Inc.
Acting as Investment Advisor |
SECTION 1.
|
AMENDMENTS TO NOTE PURCHASE AGREEMENT.
|
SECTION 2.
|
AMENDMENTS TO DEFINED TERMS.
|
SECTION 3.
|
REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
|
SECTION 4.
|
EFFECTIVENESS; CONDITIONS PRECEDENT.
|
SECTION 5.
|
MISCELLANEOUS.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Authorized Signatory
|
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|
|||||||
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
||||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
||||
|
|
Title:
|
|
Secretary
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
|
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Tom Anderson
|
|
|
|
|
Name:
|
Tom Anderson
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
|
||||
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Director
|
|
|||
|
|
|||||||
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|||
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
Title:
|
|
Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Andy Dadosky
|
||
|
|
Name:
|
|
Andy Dadosky
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
|
||||
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I Walker LA, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
Northwestern Mutual Investment Management Company, LLC, its investment adviser
|
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust, Attorney in Fact |
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust, Attorney in Fact |
By:
|
Barings LLC as its Investment Adviser
|
By:
|
Barings LLC as its Investment Adviser
|
By:
|
MEMBERS Capital Advisors, Inc.
Acting as Investment Advisor |
Applicable Rate
|
|||||
Pricing Level
|
Leverage Ratio
|
Commitment Fee
|
Eurodollar Rate + / Financial Letter of Credit Fees
|
Performance Letter of Credit Fees
|
Base Rate +
|
1
|
Less than 0.75 to 1.00
|
0.150%
|
1.250%
|
0.650%
|
0.250%
|
2
|
Less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00
|
0.175%
|
1.375%
|
0.700%
|
0.375%
|
3
|
Less than 2.00 to 1.00 but greater than or equal to 1.25 to 1.00
|
0.225%
|
1.500%
|
0.800%
|
0.500%
|
4
|
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
|
0.250%
|
1.750%
|
0.900%
|
0.750%
|
5
|
Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00
|
0.300%
|
2.000%
|
1.000%
|
1.000%
|
6
|
Greater than or equal to 3.00 to 1.00
|
0.350%
|
2.250%
|
1.100%
|
1.250%
|
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|
|||||||
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
||||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
||||
|
|
Title:
|
|
Secretary
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Tom Anderson
|
|
|
|
|
Name:
|
Tom Anderson
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|||
|
|
Title:
|
|
Director
|
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|||
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
Title:
|
|
Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Andy Dadosky
|
||
|
|
Name:
|
|
Andy Dadosky
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I WALKER LA, L.L.C. (f/k/a SHAW SUNLAND FABRICATORS, LLC)
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
/s/ Bridgett J. Manduk Mowry
|
|
Name:
|
Bridgett J. Manduk Mowry
|
|
Title:
|
Vice President
|
By:
|
/s/ Patrick N. Martin
|
|
Name:
|
Patrick N. Martin
|
|
Title:
|
Managing Director
|
By:
|
/s/ Richard Tull
|
|
Name:
|
Richard Tull
|
|
Title:
|
Vice President
|
|
|
Head of Trade Finance
|
By:
|
/s/ Gautier Strub
|
|
Name:
|
Gautier Strub
|
|
Title:
|
Vice President
|
By:
|
/s/ Robert Grillo
|
|
Name:
|
Robert Grillo
|
|
Title:
|
Director
|
By:
|
/s/ John Armstrong
|
|
Name:
|
John Armstrong
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Grad
|
|
Name:
|
Michael Grad
|
|
Title:
|
Director
|
By:
|
/s/ Mark Maloney
|
|
Name:
|
Mark Maloney
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Jamie Dilion
|
|
Name:
|
Jamie Dilion
|
|
Title:
|
Managing Director
|
By:
|
/s/ Mary-Ann Wong
|
|
Name:
|
Mary-Ann Wong
|
|
Title:
|
Vice President
|
By:
|
/s/ Marian Livingston
|
|
Name:
|
Marian Livingston
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ L. J. Perenyi
|
|
Name:
|
L. J. Perenyi
|
|
Title:
|
Vice President
|
By:
|
/s/ Barbara Stacks
|
|
Name:
|
Barbara Stacks
|
|
Title:
|
Director
|
By:
|
/s/ Tom Kang
|
|
Name:
|
Tom Kang
|
|
Title:
|
Director
|
By:
|
/s/ Aaron Loyd
|
|
Name:
|
Aaron Loyd
|
|
Title:
|
Vice President
|
By:
|
/s/ Dixon Schultz
|
|
Name:
|
Dixon Schultz
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Willis
|
|
Name:
|
Michael Willis
|
|
Title:
|
Managing Director
|
By:
|
/s/ Yeo How Ngee
|
|
Name:
|
Yeo How Ngee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Paul Hatton
|
|
Name:
|
Paul Hatton
|
|
Title:
|
Managing Director
|
By:
|
/s/ Shaun Hawley
|
|
|
|
|
Name:
|
Shaun Hawley
|
|
Title:
|
Director
|
By:
|
/s/ Barry Fehily
|
|
|
|
|
Name:
|
Barry Fehily
|
|
Title:
|
Managing Director
|
By:
|
/s/ Glen Binder
|
|
Name:
|
Glen Binder
|
|
Title:
|
Global Relationship Manager
|
By:
|
/s/ Francesco Di Mario
|
|
Name:
|
Francesco Di Mario
|
|
Title:
|
First Vice President & Head of Credit
|
By:
|
/s/ Daven Popat
|
|
Name:
|
Daven Popat
|
|
Title:
|
Senior Vice President
|
|
|
Transaction Execution
|
|
|
Category A
|
|
|
P003
|
By:
|
/s/ Stephen Parker
|
|
Name:
|
Stephen Parker
|
|
Title:
|
Vice President
|
|
|
Banking Operations
|
|
|
Category A
|
|
|
P012
|
By:
|
/s/ Donna DeMagistris
|
|
Name:
|
Donna DeMagistris
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Wendy Wanninger
|
|
Name:
|
Wendy Wanninger
|
|
Title:
|
Executive Manager
|
By:
|
/s/ Michael McHugh
|
|
Name:
|
Michael McHugh
|
|
Title:
|
Executive Manager
|
By:
|
/s/ William Ghazar
|
|
Name:
|
William Ghazar
|
|
Title:
|
Executive Director
|
By:
|
/s/ Pamela Sigda
|
|
Name:
|
Pamela Sigda
|
|
Title:
|
COO
|
By:
|
/s/ Keith L. Burson
|
|
Name:
|
Keith L. Burson
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ Joey Powell
|
|
Name:
|
Joey Powell
|
|
Title:
|
Director
|
By:
|
/s/ Tim Hartnett
|
|
|
Tim Hartnett
|
|
|
Vice President & Administrative Officer
|
By:
|
/s/ Ana McQuaig
|
|
|
Ana McQuaig
|
|
|
Letters of Credit Supervisor
|
By:
|
/s/ John W. Deeson
|
|
Name:
|
John W. Deeson
|
|
Title:
|
Exec. Dir
|
By:
|
/s/ Daniel Mattem
|
|
Name:
|
Daniel Mattem
|
|
Title:
|
Associate
|
|
|
Standard Chartered Bank
|
By:
|
/s/ David W. Kee
|
|
Name:
|
David W. Kee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Annie Dorval
|
|
Name:
|
Annie Dorval
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Jonathan F. Lindvall
|
|
Name:
|
Jonathan F. Lindvall
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ J. Greg Scott
|
|
Name:
|
J. Greg Scott
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ Lauren Eller
|
|
Name:
|
Lauren Eller
|
|
Title:
|
AVP
|
To:
|
Bank of America, N.A., as Administrative Agent
|
By:
|
Chicago Bridge & Iron Company B.V., its Managing Director
|
I.
|
Section 7.18(a) – Maximum Leverage Ratio.
|
A.
|
Adjusted Indebtedness at Statement Date: $
|
B.
|
EBITDA (see Schedule 2) for four consecutive fiscal quarters
|
C.
|
Leverage Ratio (Line I.A
¸
Line I.B):
to 1.00
|
Maximum permitted:
|
[
3.00 to 1.00
][
3.25 to 1.00
]
|
II.
|
Section 7.18(b) – Minimum Fixed Charge Coverage Ratio.
|
A.
|
Consolidated Net Income Available for Fixed Charges:
|
B.
|
Consolidated Fixed Charges for Subject Period: $
|
C.
|
Fixed Charge Coverage Ratio (Line II.A11
¸
Line II.B3):
to 1.00
|
Minimum required:
|
1.75 to 1.00
|
III.
|
Section 7.18(c) – Minimum Consolidated Net Worth.
|
A.
|
Consolidated Net Worth at Statement Date: $
|
B.
|
85% of the actual net worth of the Company and its Subsidiaries as of December 31, 2016 (after giving effect to Project Jazz write-downs): $
|
C.
|
50% of the sum of Consolidated Net Income (if positive)
|
D.
|
One-time non-cash tax expense resulting from the tax gain on the Project Jazz sale,
not to exceed $150,000,000
: $
|
E.
|
Minimum Consolidated Net Worth
(Lines III.B + III.C – III.D): $ |
F.
|
Minimum amount of Consolidated Net Worth that the Company
|
G.
|
Greater of Line III.E and Line III.F: $
|
H.
|
Excess (deficient) for covenant compliance (Line III.A – III.G): $
|
EBITDA
|
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Twelve
Months Ended __________ |
(i)(1) Consolidated
Net Income |
|
|
|
|
|
(2) + Interest Expense
|
|
|
|
|
|
(3) + charges against income for foreign, federal, state and local taxes to the extent deducted
|
|
|
|
|
|
(4) + non-recurring non-cash charges (excluding any charge that becomes, or is expected to become, a cash charge) to the extent deducted
|
|
|
|
|
|
(5) + extraordinary losses to the extent deducted
|
|
|
|
|
|
(6) - non-recurring non-cash credits to the extent added
|
|
|
|
|
|
(7) -extraordinary gains to the extent added
|
|
|
|
|
|
(ii) + depreciation expense to the extent deducted
|
|
|
|
|
|
(iii) + amortization expense to the extent deducted
|
|
|
|
|
|
(iv) + non-cash compensation expenses for management or employees to the extent deducted
|
|
|
|
|
|
(v) + to the extent not already included, dividends distributions actually received in cash received from Persons other than Subsidiaries
|
|
|
|
|
|
(vi) +retention bonuses paid in connection with the Transaction not to exceed $25,000,000
|
|
|
|
|
|
(vii) + charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful
|
|
|
|
|
|
(viii) + charges, fees and expenses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with the closures of certain facilities and termination of leases
|
|
|
|
|
|
(ix) + expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000
|
|
|
|
|
|
(x) + equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures
|
|
|
|
|
|
= Consolidated EBITDA
|
|
|
|
|
|
Applicable Rate
|
|||||
Pricing Level
|
Leverage Ratio
|
Commitment Fee
|
Eurodollar Rate + / Financial Letter of Credit Fees
|
Performance Letter of Credit Fees
|
Base Rate +
|
1
|
Less than 0.75 to 1.00
|
0.150%
|
1.250%
|
0.650%
|
0.250%
|
2
|
Less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00
|
0.175%
|
1.375%
|
0.700%
|
0.375%
|
3
|
Less than 2.00 to 1.00 but greater than or equal to 1.25 to 1.00
|
0.225%
|
1.500%
|
0.800%
|
0.500%
|
4
|
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
|
0.250%
|
1.750%
|
0.900%
|
0.750%
|
5
|
Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00
|
0.300%
|
2.000%
|
1.000%
|
1.000%
|
6
|
Greater than or equal to 3.00 to 1.00
|
0.350%
|
2.250%
|
1.100%
|
1.250%
|
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|
|||||||
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
||||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
||||
|
|
Title:
|
|
Secretary
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Tom Anderson
|
|
|
|
|
Name:
|
Tom Anderson
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|||
|
|
Title:
|
|
Director
|
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|||
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
Title:
|
|
Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Andy Dadosky
|
||
|
|
Name:
|
|
Andy Dadosky
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I WALKER LA, L.L.C. (f/k/a SHAW SUNLAND FABRICATORS, LLC)
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
/s/ Bridgett J. Manduk Mowry
|
|
Name:
|
Bridgett J. Manduk Mowry
|
|
Title:
|
Vice President
|
By:
|
/s/ Patrick N. Martin
|
|
Name:
|
Patrick N. Martin
|
|
Title:
|
Managing Director
|
By:
|
/s/ John Armstrong
|
|
Name:
|
John Armstrong
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Grad
|
|
Name:
|
Michael Grad
|
|
Title:
|
Director
|
By:
|
/s/ Mark Maloney
|
|
Name:
|
Mark Maloney
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Jamie Dillon
|
|
Name:
|
Jamie Dillon
|
|
Title:
|
Managing Director
|
By:
|
/s/ Mary-Ann Wong
|
|
Name:
|
Mary-Ann Wong
|
|
Title:
|
Vice President
|
By:
|
/s/ Millie Schild
|
|
Name:
|
Millie Schild
|
|
Title:
|
Vice President
|
By:
|
/s/ Barbara Stacks
|
|
Name:
|
Barbara Stacks
|
|
Title:
|
Director
|
By:
|
/s/ Tom Kang
|
|
Name:
|
Tom Kang
|
|
Title:
|
Director
|
By:
|
/s/ Aaron Loyd
|
|
Name:
|
Aaron Loyd
|
|
Title:
|
Vice President
|
By:
|
/s/ Dixon Schultz
|
|
Name:
|
Dixon Schultz
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Willis
|
|
Name:
|
Michael Willis
|
|
Title:
|
Managing Director
|
By:
|
/s/ Yeo How Ngee
|
|
Name:
|
Yeo How Ngee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Matthew Lewis
|
|
Name:
|
Matthew Lewis
|
|
Title:
|
Vice President
|
By:
|
/s/ Paul Hatton
|
|
Name:
|
Paul Hatton
|
|
Title:
|
Managing Director
|
By:
|
/s/ Shaun Hawley
|
|
|
|
|
Name:
|
Shaun Hawley
|
|
Title:
|
Director
|
By:
|
/s/ Barry Fehily
|
|
|
|
|
Name:
|
Barry Fehily
|
|
Title:
|
Managing Director
|
By:
|
/s/ Glen Binder
|
|
Name:
|
Glen Binder
|
|
Title:
|
Global Relationship Manager
|
By:
|
/s/ Franco Di Mario
|
|
Name:
|
Franco Di Mario
|
|
Title:
|
FVP and Head of Credit
|
By:
|
/s/ Daven Popat
|
|
Name:
|
Daven Popat
|
|
Title:
|
Senior Vice President P003
|
By:
|
/s/ Stephen Parker
|
|
Name:
|
Stephen Parker
|
|
Title:
|
Vice President P012
|
By:
|
/s/ Donna DeMagistris
|
|
Name:
|
Donna DeMagistris
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ William Ghazar
|
|
Name:
|
William Ghazar
|
|
Title:
|
Executive Director
|
By:
|
/s/ Pamela Sigda
|
|
Name:
|
Pamela Sigda
|
|
Title:
|
COO
|
By:
|
/s/ Keith L. Burson
|
|
Name:
|
Keith L. Burson
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ Joey Powell
|
|
Name:
|
Joey Powell
|
|
Title:
|
Director
|
By:
|
/s/ Tim Hartnett
|
Tim Hartnett
|
|
Vice President & Administrative Officer
|
By:
|
/s/ Ana McQuaig
|
Ana McQuaig
|
|
Letters of Credit Supervisor
|
By:
|
/s/ John W. Deegan
|
|
Name:
|
John W. Deegan
|
|
Title:
|
Exec. Dir.
|
By:
|
/s/ Daniel Mattem
|
|
Name:
|
Daniel Mattem
|
|
Title:
|
Associate
|
|
|
Standard Chartered Bank
|
By:
|
/s/ David W. Kee
|
|
Name:
|
David W. Kee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Lisa Garling
|
|
Name:
|
Lisa Garling
|
|
Title:
|
Director
|
By:
|
/s/ Filippo Pappalardo
|
|
Name:
|
Filippo Pappalardo
|
|
Title:
|
Managing Director
|
By:
|
/s/ Julien Tizorin
|
|
Name:
|
Julien Tizorin
|
|
Title:
|
Director
|
By:
|
/s/ Lauren Eller
|
|
Name:
|
Lauren Eller
|
|
Title:
|
AVP
|
To:
|
Bank of America, N.A., as Administrative Agent
|
By:
|
Chicago Bridge & Iron Company B.V., its Managing Director
|
I.
|
Section 7.18 (a) – Maximum Leverage Ratio.
|
A.
|
Adjusted Indebtedness at Statement Date: $
|
B.
|
EBITDA (see Schedule 2) for four consecutive fiscal quarters
|
C.
|
Leverage Ratio (Line I.A
¸
Line I.B):
to 1.00
|
Maximum permitted:
|
[
3.00 to 1.00
][
3.25 to 1.00
]
|
II.
|
Section 7.18(b) – Minimum Fixed Charge Coverage Ratio.
|
A.
|
Consolidated Net Income Available for Fixed Charges:
|
B.
|
Consolidated Fixed Charges for Subject Period: $
|
C.
|
Fixed Charge Coverage Ratio (Line II.A11
¸
Line II.B3):
to 1.00
|
Minimum required:
|
1.75 to 1.00
|
III.
|
Section 7.18(c) – Minimum Consolidated Net Worth.
|
A.
|
Consolidated Net Worth at Statement Date: $
|
B.
|
85% of the actual net worth of the Company and its Subsidiaries as of December 31, 2016 (after giving effect to Project Jazz write-downs): $
|
C.
|
50% of the sum of Consolidated Net Income (if positive)
|
D.
|
One-time non-cash tax expense resulting from the tax gain on the Project Jazz sale,
not to exceed $150,000,000
: $
|
E.
|
Minimum Consolidated Net Worth
(Lines III.B + III.C – III.D): $ |
F.
|
Minimum amount of Consolidated Net Worth that the Company
|
G.
|
Greater of Line III.E and Line III.F: $
|
H.
|
Excess (deficient) for covenant compliance (Line III.A – III.G): $
|
EBITDA
|
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Twelve
Months Ended __________ |
(i)(1) Consolidated
Net Income |
|
|
|
|
|
(2) + Interest Expense
|
|
|
|
|
|
(3) + charges against income for foreign, federal, state and local taxes to the extent deducted
|
|
|
|
|
|
(4) + non-recurring non-cash charges (excluding any charge that becomes, or is expected to become, a cash charge) to the extent deducted
|
|
|
|
|
|
(5) + extraordinary losses to the extent deducted
|
|
|
|
|
|
(6) - non-recurring non-cash credits to the extent added
|
|
|
|
|
|
(7) - extraordinary gains to the extent added
|
|
|
|
|
|
(ii) + depreciation expense to the extent deducted
|
|
|
|
|
|
(iii) + amortization expense to the extent deducted
|
|
|
|
|
|
(iv) + non-cash compensation expenses for management or employees to the extent deducted
|
|
|
|
|
|
EBITDA
|
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Twelve
Months Ended __________ |
(v) + to the extent not already included, dividends distributions actually received in cash received from Persons other than Subsidiaries
|
|
|
|
|
|
(vi) +retention bonuses paid in connection with the Transaction not to exceed $25,000,000
|
|
|
|
|
|
(vii) +charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful
|
|
|
|
|
|
(viii) +charges, fees and expenses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with the closures of certain facilities and termination of leases
|
|
|
|
|
|
(ix) + expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000
|
|
|
|
|
|
(x) + equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures
|
|
|
|
|
|
= Consolidated EBITDA
|
|
|
|
|
|
Applicable Rate
|
|||
Pricing Level
|
Leverage Ratio
|
Eurodollar Rate +
|
Base Rate +
|
1
|
Less than 0.75 to 1.00
|
1.250%
|
0.250%
|
2
|
Less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00
|
1.375%
|
0.375%
|
3
|
Less than 2.00 to 1.00 but greater than or equal to 1.25 to 1.00
|
1.500%
|
0.500%
|
4
|
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
|
1.750%
|
0.750%
|
5
|
Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00
|
2.000%
|
1.000%
|
6
|
Greater than or equal to 3.00 to 1.00
|
2.250%
|
1.250%
|
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|
|||||||
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
||||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
||||
|
|
Title:
|
|
Secretary
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Tom Anderson
|
|
|
|
|
Name:
|
Tom Anderson
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashhok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|||
|
|
Title:
|
|
Director
|
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|||
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
Title:
|
|
Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Foller
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Andy Dadosky
|
||
|
|
Name:
|
|
Andy Dadosky
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I WALKER LA, L.L.C. (f/k/a SHAW SUNLAND FABRICATORS, LLC)
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
|||||||
|
|
|
|
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
/s/ Bridgett J. Manduk Mowry
|
|
Name:
|
Bridgett J. Manduk Mowry
|
|
Title:
|
Vice President
|
By:
|
/s/ Patrick N. Martin
|
|
Name:
|
Patrick N. Martin
|
|
Title:
|
Managing Director
|
By:
|
/s/ Richard Tull
|
|
Name:
|
Richard Tull
|
|
Title:
|
Vice President
|
|
|
Head of Trade Finance
|
By:
|
/s/ Gautier Strub
|
|
Name:
|
Gautier Strub
|
|
Title:
|
Vice President
|
By:
|
/s/ James Hua
|
|
Name:
|
James Hua
|
|
Title:
|
SVP
|
By:
|
/s/ Kitty Sin
|
|
Name:
|
Kitty Sin
|
|
Title:
|
SVP
|
By:
|
/s/ John Armstrong
|
|
Name:
|
John Armstrong
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Grad
|
|
Name:
|
Michael Grad
|
|
Title:
|
Director
|
By:
|
/s/ Duc Duong
|
|
Name:
|
Duc Duong
|
|
Title:
|
Director
|
By:
|
/s/ Mark Maloney
|
|
Name:
|
Mark Maloney
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Jamie Dillon
|
|
Name:
|
Jamie Dillon
|
|
Title:
|
Managing Director
|
By:
|
/s/ Mary-Ann Wong
|
|
Name:
|
Mary-Ann Wong
|
|
Title:
|
Vice President
|
By:
|
/s/ Marian Livingston
|
|
Name:
|
Marian Livingston
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ Millie Schild
|
|
Name:
|
Millie Schild
|
|
Title:
|
Vice President
|
By:
|
/s/ Aaron Lloyd
|
|
Name:
|
Aaron Lloyd
|
|
Title:
|
Vice President
|
By:
|
/s/ Dixon Schultz
|
|
Name:
|
Dixon Schultz
|
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Willis
|
|
Name:
|
Michael Willis
|
|
Title:
|
Managing Director
|
By:
|
/s/ Yeo How Ngee
|
|
Name:
|
Yeo How Ngee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Matthew Lewis
|
|
Name:
|
Matthew Lewis
|
|
Title:
|
Vice President
|
By:
|
/s/ Paul Hatton
|
|
Name:
|
Paul Hatton
|
|
Title:
|
Managing Director
|
By:
|
/s/ Shaun Hawley
|
|
|
|
|
Name:
|
Shaun Hawley
|
|
Title:
|
Director
|
By:
|
/s/ Barry Fehily
|
|
|
|
|
Name:
|
Barry Fehily
|
|
Title:
|
Managing Director
|
By:
|
/s/ Glen Binder
|
|
Name:
|
Glen Binder
|
|
Title:
|
Global Relationship Manager
|
By:
|
/s/ Francesco Di Mario
|
|
Name:
|
Francesco Di Mario
|
|
Title:
|
FVP and Head of Credit
|
By:
|
/s/ Daven Popat
|
|
Name:
|
Daven Popat
|
|
Title:
|
Senior Vice President P003
|
By:
|
/s/ Stephen Parker
|
|
Name:
|
Stephen Parker
|
|
Title:
|
Vice President P012
|
By:
|
/s/ Donna DeMagistris
|
|
Name:
|
Donna DeMagistris
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Wendy Wanninger
|
|
Name:
|
Wendy Wanninger
|
|
Title:
|
Executive Manager
|
By:
|
/s/ Arlette Kittaneh
|
|
Name:
|
Arlette Kittaneh
|
|
Title:
|
Executive Manager
|
By:
|
/s/ William Ghazar
|
|
Name:
|
William Ghazar
|
|
Title:
|
Executive Director
|
By:
|
/s/ Pamela Sigda
|
|
Name:
|
Pamela Sigda
|
|
Title:
|
COO
|
By:
|
/s/ Keith L. Burson
|
|
Name:
|
Keith L. Burson
|
|
Title:
|
Senior Vice President
|
By:
|
/s/ Joey Powell
|
|
Name:
|
Joey Powell
|
|
Title:
|
Director
|
By:
|
/s/ Tim Hartnett
|
Tim Hartnett
|
|
Vice President & Administrative Officer
|
By:
|
/s/ Ana McQuaig
|
Ana McQuaig
|
|
Letters of Credit Supervisor
|
By:
|
/s/ John W. Deegan
|
|
Name:
|
John W. Deegan
|
|
Title:
|
Exec. Dir.
|
By:
|
/s/ David W. Kee
|
|
Name:
|
David W. Kee
|
|
Title:
|
Managing Director
|
By:
|
/s/ Lisa Garling
|
|
Name:
|
Lisa Garling
|
|
Title:
|
Director
|
By:
|
/s/ Greg Tyte
|
|
Name:
|
Greg Tyte
|
|
Title:
|
Head of MEI-Investment Banking
|
By:
|
/s/ Annie Dorval
|
|
Name:
|
Annie Dorval
|
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Ken Hamilton
|
|
Name:
|
Ken Hamilton
|
|
Title:
|
Managing Director
|
By:
|
/s/ Eleni Athanasatos
|
|
Name:
|
Eleni Athanasatos
|
|
Title:
|
Associate Director
|
By:
|
/s/ Lauren Eller
|
|
Name:
|
Lauren Eller
|
|
Title:
|
AVP
|
To:
|
Bank of America, N.A., as Administrative Agent
|
By:
|
Chicago Bridge & Iron Company B.V., its Managing Director
|
I.
|
Section 7.18(a) – Maximum Leverage Ratio.
|
A.
|
Adjusted Indebtedness at Statement Date: $
|
B.
|
EBITDA (see Schedule 2) for four consecutive fiscal quarters
|
C.
|
Leverage Ratio (Line I.A
¸
Line I.B):
to 1.00
|
Maximum permitted:
|
[
3.00 to 1.00
][
3.25 to 1.00
]
|
II.
|
Section 7.18(b) – Minimum Fixed Charge Coverage Ratio.
|
A.
|
Consolidated Net Income Available for Fixed Charges:
|
B.
|
Consolidated Fixed Charges for Subject Period: $
|
C.
|
Fixed Charge Coverage Ratio (Line II.A11
¸
Line II.B3):
to 1.00
|
Minimum required:
|
1.75 to 1.00
|
III.
|
Section 7.18(c) – Minimum Consolidated Net Worth.
|
A.
|
Consolidated Net Worth at Statement Date: $
|
B.
|
85% of the actual net worth of the Company and its Subsidiaries as of December 31, 2016 (after giving effect to Project Jazz write-downs): $
|
C.
|
50% of the sum of Consolidated Net Income (if positive)
|
D.
|
One-time non-cash tax expense resulting from the tax gain on the Project Jazz sale,
not to exceed $150,000,000
: $
|
E.
|
Minimum Consolidated Net Worth
(Lines III.B + III.C – III.D): $ |
F.
|
Minimum amount of Consolidated Net Worth that the Company
|
G.
|
Greater of Line III.E and Line III.F: $
|
H.
|
Excess (deficient) for covenant compliance (Line III.A – III.G): $
|
EBITDA
|
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Twelve
Months Ended __________ |
(i)(1) Consolidated
Net Income |
|
|
|
|
|
(2) + Interest Expense
|
|
|
|
|
|
(3) + charges against income for foreign, federal, state and local taxes to the extent deducted
|
|
|
|
|
|
(4) + non-recurring non-cash charges (excluding any charge that becomes, or is expected to become, a cash charge) to the extent deducted
|
|
|
|
|
|
(5) + extraordinary losses to the extent deducted
|
|
|
|
|
|
(6) - non-recurring non-cash credits to the extent added
|
|
|
|
|
|
(7) - extraordinary gains to the extent added
|
|
|
|
|
|
(ii) + depreciation expense to the extent deducted
|
|
|
|
|
|
(iii) + amortization expense to the extent deducted
|
|
|
|
|
|
(iv) + non-cash compensation expenses for management or employees to the extent deducted
|
|
|
|
|
|
EBITDA
|
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Quarter
Ended __________ |
Twelve
Months Ended __________ |
(v) + to the extent not already included, dividends distributions actually received in cash received from Persons other than Subsidiaries
|
|
|
|
|
|
(vi) + retention bonuses paid in connection with the Transaction not to exceed $25,000,000
|
|
|
|
|
|
(vii) + charges, fees and expenses incurred in connection with the Transaction, the transactions related thereto, and any related issuance of Indebtedness or equity, whether or not successful
|
|
|
|
|
|
(viii) + charges, fees and expenses incurred in connection with restructuring and integration activities in connection with the Transaction, including in connection with the closures of certain facilities and termination of leases
|
|
|
|
|
|
(ix) + expenses incurred in connection with the Shaw Acquisition and relating to termination and severance as to, or relocation of, officers, directors and employees not exceeding $110,000,000
|
|
|
|
|
|
(x) + equity earnings booked or recognized by the Company or any of its Subsidiaries from Eligible Joint Ventures
|
|
|
|
|
|
= Consolidated EBITDA
|
|
|
|
|
|
SECTION 1.
|
AMENDMENTS TO NOTE PURCHASE AGREEMENT.
|
SECTION 2.
|
AMENDMENTS TO DEFINED TERMS.
|
SECTION 3.
|
REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
|
SECTION 4.
|
EFFECTIVENESS; CONDITIONS PRECEDENT.
|
SECTION 5.
|
MISCELLANEOUS.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|||||
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
|
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Douglas A. Willard
|
|
|
|
|
Name:
|
Douglas A. Willard
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
|
||||
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Director
|
|
|||
|
|
|||||||
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
|
|
|||
By:
|
|
/s/ Joshua A. Decuir
|
||
|
|
Name:
|
|
Joshua A. Decuir
|
|
|
Title:
|
|
Assistant Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Douglas Arthur Willard
|
||
|
|
Name:
|
|
Douglas Arthur Willard
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
|
||||
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I Walker LA, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
Delaware Investment Advisers,
a series of Delaware Management Business Trust, Attorney in Fact |
By
|
:
/s/ Thomas M. Donohue
|
By
|
:
/s/ Eric M. Boyd
|
By
|
:
/s/ David Divine
|
By
|
:
/s/ David L. Voge
|
By
|
/s/ Jason Micks
|
SECTION 1.
|
AMENDMENTS TO NOTE PURCHASE AGREEMENT.
|
SECTION 2.
|
AMENDMENTS TO DEFINED TERMS.
|
SECTION 3.
|
REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
|
SECTION 4.
|
EFFECTIVENESS; CONDITIONS PRECEDENT.
|
SECTION 5.
|
MISCELLANEOUS.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Authorized Signatory
|
CHICAGO BRIDGE & IRON COMPANY
, a Delaware corporation
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
|
|||||||||
|
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
|
||||
|
|
Title:
|
|
Authorized Signatory
|
|
||||
|
|
||||||||
CB&I TYLER COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
CB&I, LLC
|
|
||||||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|
|||||||
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
||||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
||||
|
|
Title:
|
|
Secretary
|
|
CHICAGO BRIDGE & IRON COMPANY
, an Illinois corporation
|
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
Luciano Reyes
|
|
|||||
|
|
Title:
|
Treasurer
|
|
|||||
|
|
||||||||
A&B BUILDERS, LTD.
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
||||
|
|
||||||||
ASIA PACIFIC SUPPLY COMPANY
|
|
||||||||
|
|
|
|||||||
By:
|
|
/s/ Luciano Reyes
|
|
||||||
|
|
Name:
|
|
Luciano Reyes
|
|
||||
|
|
Title:
|
|
Treasurer
|
|
CBI AMERICAS LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CSA TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CB&I WOODLANDS L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CBI COMPANY LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
CENTRAL TRADING COMPANY, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
CONSTRUCTORS INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HBI HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER ENGINEERS, LTD.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER HOLDINGS, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
|
||||
HOWE-BAKER MANAGEMENT, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
HOWE-BAKER INTERNATIONAL MANAGEMENT L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX ENGINEERING, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Treasurer
|
MATRIX MANAGEMENT SERVICES, L.L.C.
|
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
|
|
OCEANIC CONTRACTORS, INC.
|
|||||
|
|
||||
By:
|
|
/s/ Luciano Reyes
|
|||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
Title:
|
|
Treasurer
|
|
|
|||||
CBI VENEZOLANA, S.A.
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Treasurer
|
CBI MONTAJES DE CHILE LIMITADA
|
|||||
|
|
||||
By:
|
|
/s/ Rui Orlando Gomes
|
|||
|
|
Name:
|
|
Rui Orlando Gomes
|
|
|
|
Title:
|
|
Director/Legal Representative
|
|
|
|||||
CB&I EUROPE B.V.
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|||||
CBI EASTERN ANSTALT
|
|||||
|
|
||||
By:
|
|
/s/ Raymond Buckley
|
|||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
CB&I POWER COMPANY B.V.
(f/k/a/ CMP HOLDINGS B.V.)
|
By:
|
|
/s/ Raymond Buckley
|
|
||
|
|
Name:
|
|
Raymond Buckley
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
CBI CONSTRUCTORS PTY LTD
|
|
||||
|
|
||||
By:
|
/s/ Ian Michael Bendesh
|
|
|||
|
Name:
|
|
Ian Michael Bendesh
|
|
|
|
Title:
|
|
Director
|
|
CBI ENGINEERING AND CONSTRUCTION
|
||||
CONSULTANT (SHANGHAI) CO. LTD.
|
|
|||
|
|
|
||
By:
|
|
/s/ Raymond Buckley
|
|
|
|
|
Name:
|
Raymond Buckley
|
|
|
|
Title:
|
Chairman
|
|
|
|
|||
CBI (PHILIPPINES), INC.
|
|
|||
|
|
|
||
By:
|
|
/s/ Tom Anderson
|
|
|
|
|
Name:
|
Tom Anderson
|
|
|
|
Title:
|
President
|
|
|
|
|||
CBI OVERSEAS, LLC
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|
Name:
|
Regina N. Hamilton
|
|
|
|
Title:
|
Secretary
|
|
CB&I CONSTRUCTORS LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I HOLDINGS (U.K.) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I UK LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Kevin J. Forder
|
||
|
|
Name:
|
|
Kevin J. Forder
|
|
|
Title:
|
|
Director
|
|
||||
CB&I MALTA LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Duncan Wigney
|
||
|
|
Name:
|
|
Duncan Wigney
|
|
|
Title:
|
|
Director
|
|
||||
LUTECH RESOURCES LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Jonathan Stephenson
|
||
|
|
Name:
|
|
Jonathan Stephenson
|
|
|
Title:
|
|
Secretary
|
NETHERLANDS OPERATING COMPANY B.V.
|
By:
|
|
/s/ H.M. Koese
|
||||
|
|
Name:
|
|
H. M. Koese
|
||
|
|
Title:
|
|
Director
|
||
|
|
|
|
|
||
CBI NEDERLAND B.V.
|
||||||
|
|
|||||
By:
|
|
/s/ Ashok Joshi
|
||||
|
|
Name:
|
|
Ashok Joshi
|
||
|
|
Title:
|
|
Director
|
ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON (ANTILLES) N.V.
|
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS TECHNOLOGY HEAT TRANSFER B.V.
|
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Director
|
|
|||
|
|
|||||||
LEALAND FINANCE COMPANY B.V.
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ Michael S. Taff
|
|
|||||
|
|
Name:
|
|
Michael S. Taff
|
|
|||
|
|
Title:
|
|
Managing Director
|
|
|||
|
|
|
|
|
||||
CB&I FINANCE COMPANY LIMITED
|
||||||||
|
|
|||||||
By:
|
|
/s/ Kevin J. Forder
|
||||||
|
|
Name:
|
|
Kevin J. Forder
|
||||
|
|
Title:
|
|
Director
|
||||
|
||||||||
CB&I OIL & GAS EUROPE B.V.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Managing Director
|
CBI COLOMBIANA S.A.
|
||||||||
|
|
|||||||
By:
|
|
/s/ Michael S. Taff
|
||||||
|
|
Name:
|
|
Michael S. Taff
|
||||
|
|
Title:
|
|
Director
|
CHICAGO BRIDGE & IRON COMPANY B.V.
|
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Managing Director
|
LUMMUS INTERNATIONAL CORPORATION
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Vice President – Finance – Treasurer
|
|
||||
HUA LU ENGINEERING CO., LTD.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Director
|
CB&I TECHNOLOGY VENTURES, INC.
|
(f/k/a LUMMUS CATALYST COMPANY LTD.)
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
||||
|
|
Title:
|
|
Vice President & Treasurer
|
||||
|
|
|
|
|
|
|||
LUMMUS OVERSEAS CORPORATION
|
|
|||||||
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|||
|
|
Title:
|
|
Vice President & Treasurer
|
|
CATALYTIC DISTILLATION TECHNOLOGIES
|
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
Management Committee Member
|
LUMMUS TECHNOLOGY, INC.
|
||||
|
|
|||
By:
|
|
/s/ John R. Albanese, Jr.
|
||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
Title:
|
|
CFO & Treasurer
|
|
||||
CBI SERVICES, LLC
|
||||
By:
|
CB&I HoldCo, LLC, its Sole Member
|
|||
|
|
|||
By:
|
|
/s/ Regina N. Hamilton
|
||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
Title:
|
|
Secretary
|
WOODLANDS INTERNATIONAL INSURANCE COMPANY
|
By:
|
|
/s/ Robert Havlick
|
||
|
|
Name:
|
|
Robert Havlick
|
|
|
Title:
|
|
Director
|
CB&I HUNGARY HOLDING LIMITED LIABILITY COMPANY
|
By:
|
|
/s/ William G. Lamb
|
||
|
|
Name:
|
|
William G. Lamb
|
|
|
Title:
|
|
Director
|
LUMMUS NOVOLEN TECHNOLOGY GMBH
|
By:
|
|
/s/ Godofredo Follmer
|
||
|
|
Name:
|
|
Godofredo Follmer
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
CB&I LUMMUS GMBH
|
||||
|
|
|||
By:
|
|
/s/ Andreas Schwarzhaupt
|
||
|
|
Name:
|
|
Andreas Schwarzhaupt
|
|
|
Title:
|
|
Managing Director
|
|
||||
CB&I S.R.O.
|
||||
|
|
|||
By:
|
|
/s/ Jiri Gregor
|
||
|
|
Name:
|
|
Jiri Gregor
|
|
|
Title:
|
|
Managing Director
|
|
||||
CBI PERUANA S.A.C.
|
||||
|
|
|||
By:
|
|
/s/ James E. Bishop
|
||
|
|
Name:
|
|
James E. Bishop
|
|
|
Title:
|
|
General Manager
|
HORTON CBI, LIMITED
|
||||
|
|
|||
By:
|
|
/s/ James M. Brewer
|
||
|
|
Name:
|
|
James M. Brewer
|
|
|
Title:
|
|
Director
|
|
||||
CB&I (NIGERIA) LIMITED
|
||||
|
|
|||
By:
|
|
/s/ Andy Dadosky
|
||
|
|
Name:
|
|
Andy Dadosky
|
|
|
Title:
|
|
Director
|
|
||||
CB&I SINGAPORE PTE LTD.
|
||||
|
|
|||
By:
|
|
/s/ Michael S. Taff
|
||
|
|
Name:
|
|
Michael S. Taff
|
|
|
Title:
|
|
Director
|
|
||||
CB&I NORTH CAROLINA, INC.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
SHAW ALLOY PIPING PRODUCTS, LLC
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
|
||||
CB&I Walker LA, L.L.C.
|
||||
|
|
|||
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Manager
|
CB&I ENVIRONMENTAL & INFRASTRUCTURE, INC.
|
||||
(f/k/a SHAW ENVIRONMENTAL, INC.)
|
By:
|
|
/s/ Luciano Reyes
|
||
|
|
Name:
|
|
Luciano Reyes
|
|
|
Title:
|
|
Director
|
CB&I OVERSEAS (FAR EAST) LTD.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
THE SHAW GROUP INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
||||||||||
LUMMUS GASIFICATION TECHNOLOGY LICENSING COMPANY
|
||||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ John R. Albanese, Jr.
|
|
|
|
|||||
|
|
Name:
|
|
John R. Albanese, Jr.
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
CB&I LAURENS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ William G. Lamb
|
|
|
|
|||||
|
|
Name:
|
|
William G. Lamb
|
|
|
|
|||
|
|
Title:
|
|
Vice President – Global Tax
|
|
|
|
|||
|
|
|
|
|||||||
CB&I GOVERNMENT SOLUTIONS, INC.
|
|
|
||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
|||
|
|
|
|
|||||||
SHAW SSS FABRICATORS, INC.
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Luciano Reyes
|
|
|
|
|||||
|
|
Name:
|
|
Luciano Reyes
|
|
|
|
|||
|
|
Title:
|
|
Treasurer
|
|
|
|
|||
|
|
|||||||||
CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS)
|
|
|||||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI US HOLDING COMPANY, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
CBI HOLDCO TWO, INC
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/ Regina N. Hamilton
|
|
|
|
|||||
|
|
Name:
|
|
Regina N. Hamilton
|
|
|
|
|||
|
|
Title:
|
|
Secretary
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
CBI COMPANY BV
|
|
|
|
|||||||
|
|
|
|
|
||||||
By:
|
|
/s/Ashok Joshi
|
|
|
|
|||||
|
|
Name:
|
|
Ashok Joshi
|
|
|
|
|||
|
|
Title:
|
|
Director
|
|
|
|
By:
|
Delaware Investment Advisers,
a series of Delaware Management Business Trust, Attorney in Fact |
By
|
/s/ Thomas M. Donohue
|
By
|
/s/ Eric M. Boyd
|
By
|
/s/ Eric M. Boyd
|
By
|
/s/ David Divine
|
By
|
/s/ David L. Voge
|
By
|
/s/ Victor Weber
|
By
|
/s/ Anne Finucane
|
|
|
|
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 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 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.
|
|
Singapore
|
CB&I Mauritius
|
|
Mozambique
|
CB&I Mozambique Limitada
|
|
Mozambique
|
CCS LNG Mozambique, Lda
|
|
Mozambique
|
CBI Peruana S.A.C.
|
|
Peru
|
CBI (Philippines) Inc.
|
|
Philippines
|
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 Specialty Services, L.L.C.
|
|
Louisiana
|
CB&I E&I, LLC
|
|
Louisiana
|
CB&I Holdco, LLC
|
|
Louisiana
|
CB&I Holdco International, LLC
|
|
Louisiana
|
CB&I International One, LLC
|
|
Louisiana
|
CB&I LLC
|
|
Texas
|
CBI Americas Ltd.
|
|
Delaware
|
CB&I Tyler Company
|
|
Delaware
|
CB&I Paddington Limited
|
|
United Kingdom
|
CB&I London
|
|
United Kingdom
|
CB&I Woodlands LLC
|
|
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. 333-33199) pertaining to the Savings Plan of Chicago Bridge & Iron Company N.V.,
|
(4)
|
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.,
|
(5)
|
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.,
|
(6)
|
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.,
|
(7)
|
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. 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/ Michael S. Taff
|
Michael S. Taff
|
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/ Michael S. Taff
|
Michael S. Taff
|
Principal Financial Officer
|