1-12815
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98-0420223
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Prinses Beatrixlaan 35
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2595 AK The Hague
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The Netherlands
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N.A.
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(Address of principal executive offices)
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(Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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o
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Item 9.01
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Financial Statements and Exhibits
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(b)
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Pro Forma Financial Information
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(d)
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Exhibits
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CHICAGO BRIDGE & IRON COMPANY N.V.
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By:
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Chicago Bridge & Iron Company B.V.
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Its:
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Managing Director
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Date:
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July 6, 2017
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By:
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/s/ Michael S. Taff
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Michael S. Taff
Managing Director
(Principal Financial Officer)
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Exhibit Number
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Exhibit Description
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Amendment to Purchase Agreement dated June 18, 2017
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Letter Amendment to Purchase Agreement dated June 30, 2017. The schedules to the Letter Amendment have been omitted pursuant to Item 601 (b) of Regulation S-K.
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Press Release dated June 30, 2017
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Pro Forma Statements of Operations for the years ended December 31, 2016, 2015 and 2014
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
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Chicago Bridge & Iron Company N.V.
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By:
/s/ Kirsten B. David
Name: Kirsten B. David
Title: Secretary
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The Shaw Group Inc.
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By:
/s/ Kirsten B. David
Name: Kirsten B. David
Title: Director
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CBI Peruana SAC
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By:
/s/ James Bishop
Name: James Bishop
Title: VP Operations
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Horton CBI Limited
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By:
/s/ Greg Guse
Name: Greg Guse
Title: President, Horton CBI, Limited
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CSVC Acquisition Corp.
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By:
/s/ Brian Gorczynski
Name: Brian Gorczynski
Title: Treasurer
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(a)
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With respect to any matter not contemplated by
Sections 3.22
and
3.23
(which are Seller’s exclusive obligations with respect to the subject matter thereof), at any time and from time to time following the Closing, as and when reasonably requested by any Party to this Agreement and at such requesting Party’s expense (subject to
Section 3.21
), each Party to this Agreement shall as promptly as reasonably practicable execute and deliver, or caused to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are reasonably necessary or desirable to confirm, effectuate or otherwise evidence the Contemplated Transactions.
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(b)
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Following the Closing, Buyer shall take, or cause to be taken all such actions as are reasonably necessary or desirable to cause the irrevocable release of the relevant members of the Seller Group of the Company Supported Arrangements set forth in
Schedule 4.5(c)
, items 7 (Pluspetrol), 11 (Wild Life Heritage), 19 (Albuquerque), 22 (Greenwood Village) and 27 (New York).
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(ii)
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replacing the reference to
Schedule 3.7(a)
in the definition of “
Specified Names
” with a reference to
Schedule 3.7(b)
;
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(iii)
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replacing the reference to
Schedule 3.7(f)
in the definition of “
Transferred Software
” with a reference to
Section 3.7(f)
;
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(iv)
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amending and restating the following definitions in their entirety:
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Schedule 2.2(g)
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Schedule 3.19
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Schedule 3.7(b)
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Schedule 3.20
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Schedule 3.9
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Schedule 3.24
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Schedule 3.9(l)
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Schedule 3.31
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Schedule 3.15
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Schedule 6.2(d)
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Schedule A
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Capital Services Companies
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Schedule B
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Excluded Assets
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Schedule C
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Project Specific Insurance Policies
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Schedule D
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Bid Bonds
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Schedule 2.2(f)
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Seller Legal Approvals
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Schedule 2.2(g)
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Seller Consents
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Schedule 2.2(l)
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Permit Transfers
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Schedule 2.3(e)
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Buyer Legal Approvals
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Schedule 2.3(g)
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Buyer Consents
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Schedule 2.4(a)(xi)
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Seller Certificate
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Schedule 3.1(b)
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Conduct of Business
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Schedule 3.1(b)(vii)
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Retention Bonuses
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Schedule 3.7(b)
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Specified Names
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Schedule 3.9
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Recipients of Executive Compensation
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Schedule 3.9(b)
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Employment and Benefit Plan Matters
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Schedule 3.9(j)
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Withdrawal Liability
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Schedule 3.9(l)
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Union Pension Contributions
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Schedule 3.15
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Transition Costs
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Schedule 3.16(a)
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Specified Surety Bond
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Schedule 3.16(b)
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Specified Letters of Credit
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Schedule 3.16(j)
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Assumed License Bonds
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Schedule 3.19
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Continuing Intercompany Arrangements
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Schedule 3.20
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Third Party Contracts
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Schedule 3.24
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Environmental Permits
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Schedule 3.31
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Master Leases
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Schedule 4.3(a)
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No Violation of Laws or Agreements
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Schedule 4.3(b)
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Seller Legal Approvals and Consents
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Schedule 4.4(b)
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Subsidiaries
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Schedule 4.4(c)
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PC/JV Entities
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Schedule 4.4(e)
Schedule 4.4(f)
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Authorization and Ownership of Subsidiaries
Licensee Owned Entities
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Schedule 4.4(g)
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Authorization and Ownership of Licensee Owned Entities
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Schedule 4.5(b)
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Undisclosed Liabilities
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Schedule 4.5(c)
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No Liabilities
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Schedule 4.6
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No Changes
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Schedule 4.7
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Taxes
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Schedule 4.8(a)
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Inventory
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Schedule 4.8(b)
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Equipment
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Year Ended December 31, 2016
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||||||||||
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As Stated
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Pro Forma Adj.
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Pro Forma
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||||||
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(In thousands, except per share data)
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||||||||||
Revenue
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$
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10,679,558
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$
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(2,079,909
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)
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(a)
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$
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8,599,649
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Cost of revenue
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9,653,502
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(1,931,263
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)
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(a)
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7,722,239
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Gross profit
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1,026,056
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(148,646
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)
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877,410
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Selling and administrative expense
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349,874
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(51,833
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)
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(a)
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298,041
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Intangibles amortization
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42,439
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(16,600
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)
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(a)
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25,839
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Equity earnings
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(26,826
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)
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2,256
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(a)
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(24,570
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)
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Goodwill impairment
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655,000
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(655,000
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)
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(a)
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—
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Loss on net assets sold
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148,148
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—
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148,148
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Other operating expense, net
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2,339
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72
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(a)
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2,411
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(Loss) income from operations
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(144,918
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)
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572,459
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427,541
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Interest expense
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(105,349
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)
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24,109
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(b)
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(81,240
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)
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Interest income
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13,004
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(1,155
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)
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(a)
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11,849
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(Loss) income before taxes
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(237,263
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)
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595,413
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358,150
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Income tax (expense) benefit
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(2,560
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)
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23,486
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(c)
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20,926
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Net (loss) income
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(239,823
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)
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618,899
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379,076
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Less: Net income attributable to noncontrolling interests
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(73,346
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)
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2,187
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(a)
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(71,159
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)
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Net (loss) income attributable to CB&I
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$
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(313,169
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)
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$
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621,086
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$
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307,917
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Per Share Data
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Net (loss) income attributable to CB&I per share:
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Basic
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$
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(3.05
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$
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2.99
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Diluted
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$
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(3.05
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)
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$
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2.97
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Weighted average shares outstanding:
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||||||
Basic
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102,811
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102,811
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Diluted
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102,811
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(d)
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103,662
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Year Ended December 31, 2015
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||||||||||
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As Stated
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Pro Forma Adj.
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Pro Forma
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||||||
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(In thousands, except per share data)
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||||||||||
Revenue
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$
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12,929,504
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$
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(2,298,692
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)
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(a)
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$
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10,630,812
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Cost of revenue
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11,417,188
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(2,139,870
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)
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(a)
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9,277,318
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Gross profit
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1,512,316
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(158,822
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)
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1,353,494
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Selling and administrative expense
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387,027
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(50,745
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)
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(a)
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336,282
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Intangibles amortization
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57,625
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(19,960
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)
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(a)
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37,665
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Equity earnings
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(15,689
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)
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912
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(a)
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(14,777
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)
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Goodwill impairment
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453,100
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—
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453,100
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Loss on net assets sold and intangible assets impairment
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1,052,751
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—
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1,052,751
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Other operating expense, net
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2,619
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441
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(a)
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3,060
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Loss from operations
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(425,117
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)
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(89,470
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)
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(514,587
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)
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|||
Interest expense
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(94,360
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)
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23,857
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(b)
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(70,503
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)
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Interest income
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8,285
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(1,244
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)
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(a)
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7,041
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Loss before taxes
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(511,192
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)
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(66,857
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)
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(578,049
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)
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Income tax benefit
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81,231
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20,963
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(c)
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102,194
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Net loss
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(429,961
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)
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(45,894
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)
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(475,855
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)
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Less: Net income attributable to noncontrolling interests
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(74,454
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)
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2,511
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(a)
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(71,943
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)
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|||
Net loss attributable to CB&I
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$
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(504,415
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)
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$
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(43,383
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)
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$
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(547,798
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)
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||||||
Per Share Data
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|
||||||
Net loss attributable to CB&I per share:
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||||||
Basic
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$
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(4.72
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)
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$
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(5.13
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)
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Diluted
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$
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(4.72
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)
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$
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(5.13
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)
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||||||
Weighted average shares outstanding:
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||||||
Basic
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106,766
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106,766
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Diluted
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106,766
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106,766
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Year Ended December 31, 2014
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||||||||||
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As Stated
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Pro Forma Adj.
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|
Pro Forma
|
||||||
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(In thousands, except per share data)
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||||||||||
Revenue
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$
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12,974,930
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$
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(2,158,413
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)
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(a)
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$
|
10,816,517
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Cost of revenue
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11,508,521
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(1,992,905
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)
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(a)
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9,515,616
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|
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Gross profit
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1,466,409
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(165,508
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)
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1,300,901
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|
|||
Selling and administrative expense
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405,208
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(46,332
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)
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(a)
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358,876
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|
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Intangibles amortization
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66,506
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(19,960
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)
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(a)
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46,546
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|
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Equity earnings
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(25,225
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)
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|
689
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(a)
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(24,536
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)
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Other operating income, net
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(2,373
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)
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551
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(a)
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(1,822
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)
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|||
Integration related costs
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39,685
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(8,300
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)
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(a)
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31,385
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|
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Income from operations
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982,608
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|
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(92,156
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)
|
|
890,452
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|
|||
Interest expense
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(83,590
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)
|
|
22,372
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(b)
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(61,218
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)
|
|||
Interest income
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8,524
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|
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(1,154
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)
|
(a)
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7,370
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|
|||
Income before taxes
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907,542
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|
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(70,938
|
)
|
|
836,604
|
|
|||
Income tax expense
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(271,417
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)
|
|
32,051
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(c)
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(239,366
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)
|
|||
Net income
|
636,125
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|
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(38,887
|
)
|
|
597,238
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|
|||
Less: Net income attributable to noncontrolling interests
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(92,518
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)
|
|
1,876
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(a)
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(90,642
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)
|
|||
Net income attributable to CB&I
|
$
|
543,607
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|
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$
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(37,011
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)
|
|
$
|
506,596
|
|
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|
||||||
Per Share Data
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|
||||||
Net income attributable to CB&I per share:
|
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|
||||||
Basic
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$
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5.03
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|
|
|
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$
|
4.69
|
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Diluted
|
$
|
4.98
|
|
|
|
|
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$
|
4.64
|
|
|
|
|
|
|
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|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
108,047
|
|
|
|
|
108,047
|
|
||||
Diluted
|
109,122
|
|
|
|
|
109,122
|
|
(a)
|
To remove the results of our Capital Services Operations, including an allocable portion of our corporate costs appropriate to align with how our results will be presented after the disposition.
|
(b)
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To remove interest expense assuming the estimated net sales proceeds of approximately $650 million (inclusive of an estimated working capital adjustment and transaction costs) were utilized to repay outstanding debt as of January 1 of each period presented.
|
(c)
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To tax effect the pro forma adjustments. The tax effect of the 2016 pro forma adjustments reflects the non-deductibility of the $655 million goodwill impairment.
|
(d)
|
The unadjusted diluted per share amount for the year ended December 31, 2016, is based upon diluted weighted average shares that are equivalent to our basic weighted average shares due to the net loss for the period, and the pro forma diluted per share amount is based upon diluted weighted average shares.
|