x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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47-2783641
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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THE HARRIS BUILDING
13024 BALLANTYNE CORPORATE PLACE
SUITE 700
CHARLOTTE, NORTH CAROLINA
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28277
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each Exchange
on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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þ
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Smaller reporting company
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¨
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•
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high-pressure equipment for energy conversion, such as boilers fueled by coal, oil, bitumen, natural gas, and renewables including municipal solid waste and biomass fuels;
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•
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environmental control systems for both power generation and industrial applications to incinerate, filter, capture, recover and/or purify air, liquid and vapor-phase effluents from a variety of power generation and specialty manufacturing processes;
|
•
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aftermarket support for the global installed base of operating plants with a wide variety of products and technical services including replacement parts, retrofit and upgrade capabilities, field engineering, construction, inspection, operations and maintenance, condition assessment and other technical support; and
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•
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engineered-to-order services, products and systems for energy conversion worldwide and related auxiliary equipment, such as burners, pulverizers, soot blowers and ash and material handling systems.
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•
|
prices for electricity, along with the cost of production and distribution including the cost of fuel within the United States or internationally;
|
•
|
demand for electricity and other end products of steam-generating facilities;
|
•
|
requirements for environmental improvements;
|
•
|
impact of potential United States and international requirements to significantly limit or reduce greenhouse gas emissions in the future;
|
•
|
environmental policies which include waste-to-energy or biomass as options to meet legislative requirements and clean energy portfolio standards;
|
•
|
level of capacity utilization at operating power plants and other industrial uses of steam production;
|
•
|
requirements for maintenance and upkeep at operating power plants to combat the accumulated effects of usage;
|
•
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overall strength of the industrial industry; and
|
•
|
ability of electric power generating companies and other steam users to raise capital.
|
•
|
enhancing the efficiency of our operating model and asset base to optimize our approach to profitable organic growth and enhanced free cash flow across our range of global markets;
|
•
|
pursuing growth opportunities in the international power generation market by expanding our market and operation presences in regions around the world where we expect continued demand growth for both our traditional and new, renewable technology and services;
|
•
|
seeking and executing additional strategic acquisitions that focus on expanding our existing capabilities as well as entering adjacent markets; and
|
•
|
maintaining our commitment to safety and exceeding our customer expectations.
|
•
|
Babcock & Wilcox Beijing Company, Ltd. ("BWBC")
We own equal interests in this entity with Beijing Jingcheng Machinery Electric Holding Company, Ltd. BWBC was formed in 1986 and is located in Beijing, China. Its main activities are the design, manufacture, production and sale of various power plant and industrial boilers. BWBC expands our markets internationally and provides additional capacity to our boiler products.
|
•
|
Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES")
In June 2010, one of our subsidiaries and Thermax Ltd., a boiler manufacturer based in India, formed a joint venture to build subcritical and highly efficient supercritical boilers and pulverizers for the Indian utility boiler market. We have licensed to TBWES our technology for subcritical boilers 300 MW and larger, highly efficient supercritical boilers and coal pulverizers. In 2013, TBWES finalized construction of a facility in India designed to produce parts for up to 3,000 MW of utility boiler capacity per year.
|
•
|
Halley & Mellowes Pty. Ltd. ("HMA")
Diamond Power International, Inc., one of our wholly owned subsidiaries, owns an interest in this Australian company, which was formed in 1984. HMA manufactures, sells
|
•
|
Other Project Related Ventures
From time to time, we partner with other companies to better meet the needs of our customers, which can result in project-related joint venture entities. Examples of this include BWM Ottumwa Environmental Partners, where we formed a joint venture with Burns & McDonnell Engineering Company, Inc., to engineer, procure, and construct environmental control systems for the Ottumwa Generating Station, a United States based project that was substantially completed in 2014. We also formed BWL Energy Ltd. with Lagan to complete the construction of the Teeside waste wood fired boiler project in the United Kingdom. This joint venture combines our expertise in the waste-to-energy power plant design, engineering, procurement and construction with our partner's civil construction capability to provide a full turnkey product to our customer.
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(Dollars in millions)
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
Global Power
|
$
|
1,118
|
|
|
48
|
%
|
|
$
|
946
|
|
|
42
|
%
|
Global Services
|
1,143
|
|
|
49
|
%
|
|
1,229
|
|
|
55
|
%
|
||
Industrial Environmental
|
66
|
|
|
3
|
%
|
|
72
|
|
|
3
|
%
|
||
Total backlog
|
$
|
2,328
|
|
|
100
|
%
|
|
$
|
2,248
|
|
|
100
|
%
|
(Dollars in millions)
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||
Global Power
|
$
|
548
|
|
|
$
|
229
|
|
|
$
|
341
|
|
|
$
|
1,118
|
|
Global Services
|
445
|
|
|
96
|
|
|
603
|
|
|
1,143
|
|
||||
Industrial Environmental
|
65
|
|
|
—
|
|
|
2
|
|
|
66
|
|
||||
Total backlog
|
$
|
1,058
|
|
|
$
|
325
|
|
|
$
|
946
|
|
|
$
|
2,328
|
|
•
|
prices for electricity, along with the cost of production and distribution;
|
•
|
prices for natural resources such as coal and natural gas;
|
•
|
demand for electricity and other end products of steam-generating facilities;
|
•
|
availability of other sources of electricity or other end products;
|
•
|
requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;
|
•
|
impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;
|
•
|
level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities;
|
•
|
requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;
|
•
|
ability of electric generating companies and other steam users to raise capital; and
|
•
|
relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.
|
•
|
difficulties encountered on our large-scale projects related to the procurement of materials or due to schedule disruptions, equipment performance failures, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;
|
•
|
our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers providing deficient design or engineering information or equipment or materials;
|
•
|
requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and
|
•
|
difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in project delays and cause us to incur additional costs.
|
•
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limiting our flexibility in planning for, or reacting to, changes in our business or economic, regulatory and industry conditions;
|
•
|
limiting our ability to invest in joint ventures or acquire other companies;
|
•
|
limiting our ability to pay dividends to our stockholders;
|
•
|
limiting our ability to repurchase shares of our common stock; and
|
•
|
limiting our ability to borrow additional funds.
|
•
|
difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities;
|
•
|
challenges resulting from unanticipated changes in customer relationships after the acquisition;
|
•
|
additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;
|
•
|
assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated;
|
•
|
diversion of management's attention from day-to-day operations;
|
•
|
failure to realize anticipated benefits, such as cost savings and revenue enhancements;
|
•
|
potentially substantial transaction costs associated with business combinations; and
|
•
|
potential impairment of goodwill or other intangible assets resulting from the overpayment for an acquisition.
|
•
|
accidents resulting in injury or the loss of life or property;
|
•
|
environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;
|
•
|
pollution or other environmental mishaps;
|
•
|
adverse weather conditions;
|
•
|
mechanical failures;
|
•
|
property losses;
|
•
|
business interruption due to political action in foreign countries or other reasons; and
|
•
|
labor stoppages.
|
•
|
constructing and manufacturing power generation products;
|
•
|
currency conversions and repatriation;
|
•
|
clean air and other environmental protection legislation;
|
•
|
taxation of foreign earnings;
|
•
|
transactions in or with foreign countries or officials; and
|
•
|
use of local employees and suppliers.
|
•
|
failure to comply with environmental and safety laws and regulations or permit conditions;
|
•
|
local community, political or other opposition;
|
•
|
executive action; and
|
•
|
legislative action.
|
•
|
risks of war, terrorism and civil unrest;
|
•
|
expropriation, confiscation or nationalization of our assets;
|
•
|
renegotiation or nullification of our existing contracts;
|
•
|
changing political conditions and changing laws and policies affecting trade and investment;
|
•
|
overlap of different tax structures; and
|
•
|
risk of changes in foreign currency exchange rates.
|
•
|
the historical audited consolidated and combined financial results reflect allocations of expenses for services historically provided by BWC, and those allocations may be different than the comparable expenses we would have incurred as an independent company;
|
•
|
our cost of debt and other capitalization may be different from that reflected in our historical audited consolidated and combined financial statements;
|
•
|
the historical audited consolidated and combined financial information does not reflect the changes that will occur in our cost structure, management, financing arrangements and business operations as a result of our separation from BWC, including the costs related to being an independent company; and
|
•
|
the historical audited consolidated and combined financial information does not reflect the effects of some of the liabilities that have been assumed by B&W and does reflect the effects of some of the assets that have been transferred to, and liabilities that have been assumed by, BWC, including the assets and liabilities associated with BWC's Nuclear Energy segment, which were previously part of B&W and were transferred to BWC prior to the spin-off.
|
•
|
accounting and financial reporting;
|
•
|
information technology and communications;
|
•
|
legal;
|
•
|
human resources and employee benefits;
|
•
|
procurement and supply chain management;
|
•
|
tax administration; and
|
•
|
treasury and corporate finance.
|
•
|
fluctuations in our quarterly or annual earnings or those of other companies in our industry;
|
•
|
failures of our operating results to meet the estimates of securities analysts or the expectations of our stockholders or changes by securities analysts in their estimates of our future earnings;
|
•
|
announcements by us or our customers, suppliers or competitors;
|
•
|
the depth and liquidity of the market for B&W common stock;
|
•
|
changes in laws or regulations that adversely affect our industry or us;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
general economic, industry and stock market conditions;
|
•
|
future sales of our common stock by our stockholders;
|
•
|
future issuances of our common stock by us;
|
•
|
our ability to pay dividends in the future; and
|
•
|
the other factors described in these "Risk Factors" and other parts of this annual report.
|
Business Segment and Location
|
Principal Use
|
|
Owned/Leased
(Lease Expiration)
|
Global Power / Global Services
|
|
|
|
Barberton, Ohio
|
Administrative office / research and development
|
|
Owned
(1)
|
West Point, Mississippi
(2)
|
Manufacturing facility
|
|
Owned
(1)
|
Lancaster, Ohio
|
Manufacturing facility
|
|
Owned
(1)
|
Copley, Ohio
|
Warehouse / service center
|
|
Owned
(1)
|
Esbjerg, Denmark
|
Manufacturing facility / administrative office
|
|
Owned
|
Dumbarton, Scotland
|
Manufacturing facility
|
|
Owned
|
Straubing, Germany
|
Manufacturing facility
|
|
Leased (2021)
|
Guadalupe, NL, Mexico
|
Manufacturing facility
|
|
Leased (2024)
|
Cambridge, Ontario, Canada
|
Administrative office / warehouse
|
|
Leased (2018)
|
Jingshan, Hubei, China
|
Manufacturing facility
|
|
Owned
|
Ebensburg, Pennsylvania
|
Power generation
|
|
Owned
(1)
|
Industrial Environmental
|
|
|
|
De Pere, Wisconsin
|
Manufacturing facility / administrative office
|
|
Owned
(1)
|
Shanghai, China
|
Manufacturing facility
|
|
Owned
|
Corporate
|
|
|
|
Charlotte, North Carolina
|
Administrative office
|
|
Leased (2019)
|
|
Share Price
|
|
Dividends
|
||||||||
Quarter ended
|
High
|
|
Low
|
|
Per Share
|
||||||
June 30, 2015
|
$
|
22.31
|
|
|
$
|
17.12
|
|
|
$
|
—
|
|
September 30, 2015
|
$
|
21.95
|
|
|
$
|
16.40
|
|
|
$
|
—
|
|
December 31, 2015
|
$
|
21.67
|
|
|
$
|
15.86
|
|
|
$
|
—
|
|
Period
|
Total
number
of shares
purchased
(1)
|
|
Average
price paid
per share
|
|
Total number of shares purchased as part of publicly announced plans
or programs
|
|
Approximate dollar
value of shares that
may yet be purchased
under the plans
or programs
(in thousands)
(2)
|
||||||
October 1, 2015 - October 31, 2015
|
84,071
|
|
|
$
|
16.69
|
|
|
84,071
|
|
|
$
|
97,324
|
|
November 1, 2015 - November 30, 2015
|
565,248
|
|
|
$
|
17.22
|
|
|
562,604
|
|
|
$
|
87,638
|
|
December 1, 2015 - December 31, 2015
|
600,498
|
|
|
$
|
19.78
|
|
|
600,498
|
|
|
$
|
75,761
|
|
Total
|
1,249,817
|
|
|
|
|
|
1,247,173
|
|
|
|
(1)
|
Includes 2,644 shares repurchased during November pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
|
(2)
|
On August 4, 2015, we announced that our board of directors authorized us to repurchase an indeterminate number of shares of our common stock in the open market at an aggregate market value of up to $100 million during a two-year period ending June 8, 2017.
|
(1)
|
Assumes initial investment of $100 on June 30, 2015.
|
Actuant Corp.
|
Crane Co.
|
Itron Inc.
|
AMETEK Inc.
|
Curtiss-Wright Corp.
|
MasTec Inc.
|
CECO Environmental Corp.
|
Dycom Industries Inc.
|
Primoris Services Corp.
|
Chart Industries Inc.
|
Flowserve Corp.
|
SPX Corp.
|
CIRCOR Int. Inc.
|
Harsco Corp.
|
|
Covanta Holding Corp.
|
Idex Corp.
|
|
(In thousands, except for per share amounts)
|
For the Years Ended
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Revenues
|
$
|
1,757,295
|
|
|
$
|
1,486,029
|
|
|
$
|
1,767,651
|
|
|
$
|
1,992,899
|
|
|
$
|
1,532,134
|
|
Income (loss) from continuing operations
|
$
|
16,534
|
|
|
$
|
(11,890
|
)
|
|
$
|
140,478
|
|
|
$
|
128,809
|
|
|
$
|
19,983
|
|
Net income attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
19,141
|
|
|
$
|
(26,528
|
)
|
|
$
|
174,527
|
|
|
$
|
140,753
|
|
|
$
|
58,733
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations per common share
|
$
|
0.31
|
|
|
$
|
(0.23
|
)
|
|
$
|
2.51
|
|
|
$
|
2.17
|
|
|
$
|
0.34
|
|
Net income attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
0.36
|
|
|
$
|
(0.49
|
)
|
|
$
|
3.12
|
|
|
$
|
1.97
|
|
|
$
|
(0.32
|
)
|
Total assets (as of year end)
|
$
|
1,663,045
|
|
|
$
|
1,516,554
|
|
|
$
|
1,290,228
|
|
|
$
|
1,413,420
|
|
|
$
|
1,648,305
|
|
•
|
Mark to market ("MTM") adjustments for our pension and other postretirement benefit plans were gains (losses) of
$(40.2) million
,
$(101.3) million
and
$92.1 million
in
2015
,
2014
and
2013
, respectively. These gains and losses are based on actual plan asset returns and changes in assumptions in the measurement of the related benefit plan liabilities, which are more fully described in
Note 8
to the
consolidated and combined financial statements included in Item 8
.
|
•
|
Restructuring costs totaled
$11.7 million
,
$20.2 million
and
$18.3 million
in
2015
,
2014
and
2013
, respectively, for a number of both completed and ongoing initiatives designed to phase in savings and make our products more competitive. Restructuring costs include accelerated depreciation and other activities related to manufacturing facility consolidation and outsourcing as well as reductions in force, consulting and other costs. In addition to savings already realized, we expect to realize savings of approximately $15 million in 2016 and an additional $15 million in 2017. The expected costs to achieve these savings are more fully described below.
|
•
|
Asset impairments totaling
$14.6 million
were recognized in 2015 related to research and development facilities and equipment dedicated to a carbon capture process that was determined not to be commercially viable and other equipment primarily related to pilot testing capabilities that are no longer viable for current or future research and development efforts.
|
•
|
Litigation settlement charges of $9.6 million were incurred in 2015, including $1.8 million of legal costs and a $7.8 million reversal of Global Power segment revenue associated with the release of an accrued claims receivable as part of the Berlin Station project legal settlement.
|
•
|
Spin-off transaction costs were
$3.3 million
in 2015, primarily related to retention stock awards that had a one-year vesting period.
|
•
|
Selling, general and administrative costs ("SG&A") include the incremental costs of being a separate stand-alone public company, such as costs to create separate accounting, legal, senior management and tax teams. We estimate that we will incur annual incremental costs of $14 million to $16 million, of which we incurred approximately
$8.5 million
in the second half of 2015. Due to the scope and complexity of these activities, the amount and timing of these incremental costs could vary and initial run rates could be slightly higher than the expected annual increase. Prior to the spin, we received allocations from BWC that were included in our SG&A. These pre-spin allocations also included
$2.7 million
,
$5.3 million
and
$9.8 million
in
2015
,
2014
and
2013
related to the Nuclear Energy segment that was transferred to BWC at the time of the spin-off. The Nuclear Energy segment is treated as discontinued operations in our financial statements, but these related cost allocations remain in the selling, general and administrative costs of our continuing operations.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Global Power
|
$
|
639,970
|
|
|
$
|
471,929
|
|
|
$
|
712,461
|
|
Global Services
|
933,630
|
|
|
908,682
|
|
|
1,055,190
|
|
|||
Industrial Environmental
(1)
|
183,695
|
|
|
105,418
|
|
|
—
|
|
|||
|
$
|
1,757,295
|
|
|
$
|
1,486,029
|
|
|
$
|
1,767,651
|
|
|
|
|
|
|
|
||||||
GROSS PROFIT
|
|
|
|
|
|
||||||
Global Power
|
$
|
111,309
|
|
|
$
|
94,647
|
|
|
$
|
126,275
|
|
Global Services
|
192,241
|
|
|
193,629
|
|
|
225,434
|
|
|||
Industrial Environmental
(1)
|
48,914
|
|
|
24,961
|
|
|
—
|
|
|||
Mark to market adjustment included in cost of operations
|
$
|
(44,307
|
)
|
|
$
|
(94,204
|
)
|
|
$
|
84,772
|
|
|
$
|
308,157
|
|
|
$
|
219,033
|
|
|
$
|
436,481
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(244,065
|
)
|
|
(218,038
|
)
|
|
(211,401
|
)
|
|||
Mark to market adjustment included in selling, general and administrative expenses
|
4,097
|
|
|
(7,233
|
)
|
|
7,331
|
|
|||
Research and development costs
|
(16,543
|
)
|
|
(18,483
|
)
|
|
(21,043
|
)
|
|||
Losses on asset disposal and impairments, net
|
(14,597
|
)
|
|
(1,752
|
)
|
|
(1,181
|
)
|
|||
Equity in income (loss) of investees
|
(242
|
)
|
|
8,681
|
|
|
18,387
|
|
|||
Restructuring and spin-off transaction costs
|
(14,946
|
)
|
|
(20,183
|
)
|
|
(18,343
|
)
|
|||
Total operating income (loss)
|
$
|
21,861
|
|
|
$
|
(37,975
|
)
|
|
$
|
210,231
|
|
•
|
emerging international markets needing state-of-the-art technology for fossil power generation and environmental systems;
|
•
|
a global need for renewable and carbon neutral power applications requiring steam generation and environmental control technologies to enable beneficial use of municipal waste and biomass;
|
•
|
industrial products such as heat recovery and steam generators, and natural gas and oil fired package boilers due to lower fuel prices; and
|
•
|
increasing environmental regulation.
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
(In thousands, except percentages)
|
2015
|
|
2014
|
|
$ Change
|
|
2014
|
|
2013
|
|
$ Change
|
||||||||||||
Revenues
|
$
|
639,970
|
|
|
$
|
471,929
|
|
|
$
|
168,041
|
|
|
$
|
471,929
|
|
|
$
|
712,461
|
|
|
$
|
(240,532
|
)
|
Gross Profit
|
111,309
|
|
|
94,647
|
|
|
16,662
|
|
|
94,647
|
|
|
126,275
|
|
|
(31,628
|
)
|
||||||
% of Revenues
|
17.4
|
%
|
|
20.1
|
%
|
|
|
|
20.1
|
%
|
|
17.7
|
%
|
|
|
•
|
consolidating and repositioning our infrastructure to meet the substantial recurring aftermarket products and services opportunity with a strategically efficient and cost competitive operating model;
|
•
|
continued customer investment in existing power plants, particularly in North America, to enhance utilization and operating efficiency levels, improve reliability and extend the useful life of existing plants;
|
•
|
leveraging our relationship network of strategic partners, particularly in North America, to expand our market opportunity to supply aftermarket parts and services to installed units delivered by other original equipment suppliers;
|
•
|
targeted repositioning of our global sales network in strategic countries to serve the aftermarket refurbishment and maintenance of existing facilities outside North America; and
|
•
|
selling parts and maintenance services to industrial boiler customers and expanding our customer base for parts and maintenance services in waste-to-energy as new builds come online.
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except percentages)
|
2015
|
|
2014
|
|
$ Change
|
||||||
Revenues
|
$
|
183,695
|
|
|
$
|
105,418
|
|
|
$
|
78,277
|
|
Gross Profit
|
48,914
|
|
|
24,961
|
|
|
23,953
|
|
|||
% of Revenues
|
26.6
|
%
|
|
23.7
|
%
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except percentages)
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations before provision for income taxes
|
$
|
20,205
|
|
|
$
|
(36,618
|
)
|
|
$
|
212,489
|
|
Income tax provision
|
3,671
|
|
|
(24,728
|
)
|
|
72,011
|
|
|||
Effective tax rate
|
18.2
|
%
|
|
67.5
|
%
|
|
33.9
|
%
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(20,748
|
)
|
|
$
|
(64,084
|
)
|
|
$
|
135,966
|
|
Other than the United States
|
40,953
|
|
|
27,466
|
|
|
76,523
|
|
|||
Income (loss) before provision for (benefit from) income taxes
|
20,205
|
|
|
(36,618
|
)
|
|
212,489
|
|
(In thousands)
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
Operating lease payments
|
$
|
16,428
|
|
|
$
|
5,443
|
|
|
$
|
7,522
|
|
|
$
|
3,126
|
|
|
$
|
337
|
|
Capital lease payments
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||
|
|
|
(In thousands)
|
|
|
|
|
||||||||
$844,409
|
$
|
464,862
|
|
|
$
|
318,288
|
|
|
$
|
48,034
|
|
|
$
|
13,225
|
|
a)
|
The contract or other evidence provides a legal basis for the claim; or a legal opinion has been obtained, stating that under the circumstances there is a reasonable basis to support the claim.
|
b)
|
Additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in the contractor's performance.
|
c)
|
Costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed.
|
d)
|
The evidence supporting the claim is objective and verifiable, not based on management's feel for the situation or on unsupported representations.
|
(In millions)
|
.25% increase
|
|
.25% decrease
|
||||
Discount rate
:
|
|
|
|
||||
Effect on ongoing net periodic benefit cost(1)
|
$
|
(29.6
|
)
|
|
$
|
31.1
|
|
Effect on project benefit obligation
|
(31.8
|
)
|
|
33.4
|
|
||
Return on assets:
|
|
|
|
||||
Effect on ongoing net periodic benefit cost
|
$
|
(2.3
|
)
|
|
$
|
2.3
|
|
Forward Contracts to Purchase Foreign Currencies in United States Dollars
|
||||||||||
(In thousands)
|
Year Ending
|
|
Fair Value at
|
|
Average Contractual
|
|||||
Foreign Currency
|
December 31, 2016
|
|
December 31, 2015
|
|
Exchange Rate
|
|||||
British pound sterling
|
$
|
1,626
|
|
|
$
|
(68
|
)
|
|
1.5464
|
|
British pound sterling (Selling Euro)
|
$
|
2,369
|
|
|
$
|
(33
|
)
|
|
0.7286
|
|
Danish krone
|
$
|
773
|
|
|
$
|
(17
|
)
|
|
6.6047
|
|
Euro (Selling British pound sterling)
|
$
|
39,846
|
|
|
$
|
1,346
|
|
|
0.7162
|
|
United States dollar (Selling British pound sterling)
|
$
|
856
|
|
|
$
|
36
|
|
|
1.5460
|
|
United States dollar (Selling Canadian dollar)
|
$
|
5,108
|
|
|
$
|
198
|
|
|
1.3303
|
|
United States dollar (Selling Euro)
|
$
|
1,215
|
|
|
$
|
36
|
|
|
1.1266
|
|
(In thousands)
|
Year Ending
|
|
Fair Value at
|
|
Average Contractual
|
|||||
Foreign Currency
|
December 31, 2017
|
|
December 31, 2015
|
|
Exchange Rate
|
|||||
Euro (Selling British pound sterling)
|
$
|
22,472
|
|
|
$
|
688
|
|
|
0.7257
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenues
|
$
|
1,757,295
|
|
|
$
|
1,486,029
|
|
|
$
|
1,767,651
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of operations
|
1,449,138
|
|
|
1,266,996
|
|
|
1,331,170
|
|
|||
Research and development costs
|
16,543
|
|
|
18,483
|
|
|
21,043
|
|
|||
Losses on asset disposals and impairments
|
14,597
|
|
|
1,752
|
|
|
1,181
|
|
|||
Selling, general and administrative expenses
|
239,968
|
|
|
225,271
|
|
|
204,070
|
|
|||
Restructuring activities and spin-off transaction costs
|
14,946
|
|
|
20,183
|
|
|
18,343
|
|
|||
Total costs and expenses
|
1,735,192
|
|
|
1,532,685
|
|
|
1,575,807
|
|
|||
Equity in income (loss) of investees
|
(242
|
)
|
|
8,681
|
|
|
18,387
|
|
|||
Operating income (loss)
|
21,861
|
|
|
(37,975
|
)
|
|
210,231
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
618
|
|
|
1,060
|
|
|
1,276
|
|
|||
Interest expense
|
(1,059
|
)
|
|
(492
|
)
|
|
(462
|
)
|
|||
Other, net
|
(1,215
|
)
|
|
789
|
|
|
1,444
|
|
|||
Total other income (expense)
|
(1,656
|
)
|
|
1,357
|
|
|
2,258
|
|
|||
Income (loss) before income tax expense (benefit)
|
20,205
|
|
|
(36,618
|
)
|
|
212,489
|
|
|||
Income tax expense (benefit)
|
3,671
|
|
|
(24,728
|
)
|
|
72,011
|
|
|||
Income (loss) from continuing operations
|
16,534
|
|
|
(11,890
|
)
|
|
140,478
|
|
|||
Income (loss) from discontinued operations, net of tax
|
2,803
|
|
|
(14,272
|
)
|
|
34,338
|
|
|||
Net income (loss)
|
19,337
|
|
|
(26,162
|
)
|
|
174,816
|
|
|||
Net income attributable to noncontrolling interest
|
(196
|
)
|
|
(366
|
)
|
|
(289
|
)
|
|||
Net income (loss) attributable to shareholders
|
$
|
19,141
|
|
|
$
|
(26,528
|
)
|
|
$
|
174,527
|
|
Amounts attributable to Babcock & Wilcox Enterprises, Inc. shareholders
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
16,338
|
|
|
(12,256
|
)
|
|
140,189
|
|
|||
Income (loss) from discontinued operations, net of tax
|
2,803
|
|
|
(14,272
|
)
|
|
34,338
|
|
|||
Net income (loss) attributable to shareholders
|
$
|
19,141
|
|
|
$
|
(26,528
|
)
|
|
$
|
174,527
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.31
|
|
|
$
|
(0.23
|
)
|
|
$
|
2.51
|
|
Discontinued operations
|
0.05
|
|
|
(0.26
|
)
|
|
0.61
|
|
|||
Basic earnings (loss) per common share:
|
$
|
0.36
|
|
|
$
|
(0.49
|
)
|
|
$
|
3.12
|
|
Diluted earnings (loss) per common share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.30
|
|
|
$
|
(0.23
|
)
|
|
$
|
2.49
|
|
Discontinued operations
|
0.06
|
|
|
(0.26
|
)
|
|
0.61
|
|
|||
Diluted earnings (loss) per common share:
|
$
|
0.36
|
|
|
$
|
(0.49
|
)
|
|
$
|
3.10
|
|
Shares used in the computation of earnings per share (Note 18)
|
|
|
|
|
|
||||||
Basic
|
53,487,071
|
|
|
54,238,631
|
|
|
55,950,875
|
|
|||
Diluted
|
53,708,983
|
|
|
54,238,631
|
|
|
56,342,709
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss)
|
$
|
19,337
|
|
|
$
|
(26,162
|
)
|
|
$
|
174,816
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(19,459
|
)
|
|
(26,895
|
)
|
|
(2,529
|
)
|
|||
|
|
|
|
|
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
282
|
|
|
(3,184
|
)
|
|
(3,885
|
)
|
|||
Income taxes
|
57
|
|
|
824
|
|
|
990
|
|
|||
Total unrealized gains (losses) on derivative financial instruments, net of tax
|
339
|
|
|
(2,360
|
)
|
|
(2,895
|
)
|
|||
Reclassification adjustment for losses included in net income
|
1,557
|
|
|
2,169
|
|
|
3,137
|
|
|||
Income taxes
|
(424
|
)
|
|
(559
|
)
|
|
(773
|
)
|
|||
Total reclassification adjustment for losses included in net income (loss), net of tax
|
1,133
|
|
|
1,610
|
|
|
2,364
|
|
|||
|
|
|
|
|
|
||||||
Benefit obligations:
|
|
|
|
|
|
||||||
Amortization of benefit plan costs
|
1,504
|
|
|
3,650
|
|
|
277
|
|
|||
Income taxes
|
(1,180
|
)
|
|
(1,005
|
)
|
|
(155
|
)
|
|||
Total amortization of benefit plan costs, net of tax
|
324
|
|
|
2,645
|
|
|
122
|
|
|||
|
|
|
|
|
|
||||||
Investments:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
(65
|
)
|
|
(2
|
)
|
|
37
|
|
|||
Income taxes
|
16
|
|
|
—
|
|
|
11
|
|
|||
Total unrealized gains (losses) arising during the period, net of tax
|
(49
|
)
|
|
(2
|
)
|
|
48
|
|
|||
Reclassification adjustment for losses included in net income
|
42
|
|
|
—
|
|
|
—
|
|
|||
Income taxes
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Total reclassification adjustments for losses included in net income, net of tax
|
27
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
(17,685
|
)
|
|
(25,002
|
)
|
|
(2,890
|
)
|
|||
Total comprehensive income (loss)
|
1,652
|
|
|
(51,164
|
)
|
|
171,926
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interest
|
(183
|
)
|
|
(329
|
)
|
|
(255
|
)
|
|||
Comprehensive income (loss) attributable to shareholders
|
$
|
1,469
|
|
|
$
|
(51,493
|
)
|
|
$
|
171,671
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
365,192
|
|
|
$
|
218,659
|
|
Restricted cash and cash equivalents
|
37,144
|
|
|
26,311
|
|
||
Investments
|
3,996
|
|
|
1,607
|
|
||
Accounts receivable – trade, net
|
291,242
|
|
|
265,456
|
|
||
Accounts receivable – other
|
44,765
|
|
|
36,147
|
|
||
Contracts in progress
|
128,174
|
|
|
107,751
|
|
||
Inventories
|
90,119
|
|
|
98,711
|
|
||
Deferred income taxes
|
—
|
|
|
36,601
|
|
||
Other current assets
|
17,552
|
|
|
11,347
|
|
||
Assets of discontinued operations
|
—
|
|
|
46,177
|
|
||
Total current assets
|
978,184
|
|
|
848,767
|
|
||
Net property, plant and equipment
|
145,717
|
|
|
135,237
|
|
||
Investments
|
1,093
|
|
|
214
|
|
||
Goodwill
|
201,069
|
|
|
209,277
|
|
||
Deferred income taxes
|
190,656
|
|
|
115,111
|
|
||
Investments in unconsolidated affiliates
|
92,196
|
|
|
109,248
|
|
||
Intangible assets
|
37,844
|
|
|
50,646
|
|
||
Other assets
|
16,286
|
|
|
9,226
|
|
||
Assets of discontinued operations
|
—
|
|
|
38,828
|
|
||
TOTAL ASSETS
|
$
|
1,663,045
|
|
|
$
|
1,516,554
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands,
except share and per share amounts)
|
||||||
Current liabilities
|
|
|
|
||||
Short-term line of credit
|
$
|
2,005
|
|
|
$
|
3,215
|
|
Accounts payable
|
175,170
|
|
|
160,606
|
|
||
Accrued employee benefits
|
51,476
|
|
|
39,464
|
|
||
Advance billings on contracts
|
229,390
|
|
|
148,098
|
|
||
Accrued warranty expense
|
39,847
|
|
|
37,735
|
|
||
Other accrued liabilities
|
63,464
|
|
|
54,827
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
44,145
|
|
||
Total current liabilities
|
561,352
|
|
|
488,090
|
|
||
Accumulated postretirement benefit obligation
|
27,768
|
|
|
28,347
|
|
||
Pension liability
|
282,133
|
|
|
253,763
|
|
||
Other liabilities
|
43,365
|
|
|
42,929
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
15,988
|
|
||
TOTAL LIABILITIES
|
914,618
|
|
|
829,117
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock, par value $0.01 per share, authorized 200,000,000 shares; issued 52,480,630 and 0 shares at December 31, 2015 and December 31, 2014, respectively
|
540
|
|
|
—
|
|
||
Preferred stock, par value $0.01 per share, authorized 20,000,000 shares; no shares issued
|
—
|
|
|
—
|
|
||
Capital in excess of par value
|
790,464
|
|
|
—
|
|
||
Treasury stock at cost, 1,376,226 shares at December 31, 2015
|
(25,408
|
)
|
|
—
|
|
||
Retained earnings
|
965
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
(18,853
|
)
|
|
10,374
|
|
||
Former net parent investment
|
—
|
|
|
676,036
|
|
||
Stockholders' equity attributable to shareholders
|
747,708
|
|
|
686,410
|
|
||
Noncontrolling interest
|
719
|
|
|
1,027
|
|
||
TOTAL STOCKHOLDERS' EQUITY
|
748,427
|
|
|
687,437
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,663,045
|
|
|
$
|
1,516,554
|
|
|
|
|
Capital In
Excess of
Par Value
|
Treasury Stock
|
Retained
Earnings
|
Accumulated
Other Comprehensive Income (Loss) |
Former Parent Investment
|
Noncontrolling
Interest
|
Total
Stockholders’
Equity
|
|||||||||||||||||
|
Common Stock
|
|||||||||||||||||||||||||
|
Shares
|
Par Value
|
||||||||||||||||||||||||
|
|
(In thousands, except share and per share amounts)
|
||||||||||||||||||||||||
Balance December 31, 2012
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
38,647
|
|
$
|
267,286
|
|
$
|
783
|
|
$
|
306,716
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
174,527
|
|
289
|
|
174,816
|
|
||||||||
Increase in note receivable
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
47,408
|
|
—
|
|
47,408
|
|
||||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,495
|
)
|
—
|
|
(34
|
)
|
(2,529
|
)
|
||||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(531
|
)
|
—
|
|
—
|
|
(531
|
)
|
||||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
123
|
|
—
|
|
—
|
|
123
|
|
||||||||
Available-for-sale investments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
48
|
|
—
|
|
—
|
|
48
|
|
||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
160
|
|
—
|
|
160
|
|
||||||||
Dividends to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(114
|
)
|
(114
|
)
|
||||||||
Distribution of Nuclear Energy segment to former Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(453
|
)
|
—
|
|
—
|
|
(453
|
)
|
||||||||
Balance December 31, 2013
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
35,339
|
|
$
|
489,381
|
|
$
|
924
|
|
$
|
525,644
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(26,528
|
)
|
366
|
|
(26,162
|
)
|
||||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(26,858
|
)
|
—
|
|
(37
|
)
|
(26,895
|
)
|
||||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(750
|
)
|
—
|
|
—
|
|
(750
|
)
|
||||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,645
|
|
—
|
|
—
|
|
2,645
|
|
||||||||
Available-for-sale investments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
108
|
|
—
|
|
108
|
|
||||||||
Dividends to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(226
|
)
|
(226
|
)
|
||||||||
Net transfers from former Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
213,075
|
|
—
|
|
213,075
|
|
||||||||
Balance December 31, 2014
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,374
|
|
$
|
676,036
|
|
$
|
1,027
|
|
$
|
687,437
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
965
|
|
—
|
|
18,176
|
|
196
|
|
19,337
|
|
||||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(19,446
|
)
|
—
|
|
(13
|
)
|
(19,459
|
)
|
||||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,472
|
|
—
|
|
—
|
|
1,472
|
|
||||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
324
|
|
—
|
|
—
|
|
324
|
|
||||||||
Available-for-sale investments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
—
|
|
—
|
|
(22
|
)
|
||||||||
Stock-based compensation
|
137
|
|
17
|
|
7,772
|
|
(1,143
|
)
|
—
|
|
—
|
|
6
|
|
—
|
|
6,652
|
|
||||||||
Repurchased shares
|
(1,376
|
)
|
(14
|
)
|
—
|
|
(24,265
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(24,279
|
)
|
||||||||
Dividends to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(491
|
)
|
(491
|
)
|
||||||||
Net transfers from former Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
125,295
|
|
—
|
|
125,295
|
|
||||||||
Distribution of Nuclear Energy segment to former Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,555
|
)
|
(36,284
|
)
|
—
|
|
(47,839
|
)
|
||||||||
Reclassification of former Parent investment to capital in excess of par value and common stock
|
53,720
|
|
537
|
|
782,692
|
|
—
|
|
—
|
|
—
|
|
(783,229
|
)
|
—
|
|
—
|
|
||||||||
Balance December 31, 2015
|
52,481
|
|
$
|
540
|
|
$
|
790,464
|
|
$
|
(25,408
|
)
|
$
|
965
|
|
$
|
(18,853
|
)
|
$
|
—
|
|
$
|
719
|
|
$
|
748,427
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
19,337
|
|
|
$
|
(26,162
|
)
|
|
$
|
174,816
|
|
Non-cash items included in net income (loss):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
34,932
|
|
|
32,436
|
|
|
23,030
|
|
|||
Income of investees, net of dividends
|
242
|
|
|
8,743
|
|
|
1,995
|
|
|||
Losses on asset disposals and impairments
|
16,881
|
|
|
5,989
|
|
|
2,580
|
|
|||
Write-off of accrued claims receivable
|
7,832
|
|
|
—
|
|
|
—
|
|
|||
Provision for (benefit from) deferred taxes
|
(32,121
|
)
|
|
(42,023
|
)
|
|
56,107
|
|
|||
Recognition of (gains) losses for pension and other postretirement plans
|
40,611
|
|
|
101,792
|
|
|
(91,358
|
)
|
|||
Stock-based compensation and thrift plan expense
|
7,773
|
|
|
(11
|
)
|
|
(172
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(33,977
|
)
|
|
(13,797
|
)
|
|
4,898
|
|
|||
Accounts payable
|
17,863
|
|
|
(8,860
|
)
|
|
(13,354
|
)
|
|||
Contracts in progress and advance billings on contracts
|
62,971
|
|
|
(99,192
|
)
|
|
(97,360
|
)
|
|||
Inventories
|
6,060
|
|
|
4,309
|
|
|
10,769
|
|
|||
Income taxes
|
9,275
|
|
|
10,123
|
|
|
(23,309
|
)
|
|||
Accrued and other current liabilities
|
11,464
|
|
|
9,660
|
|
|
(22,520
|
)
|
|||
Pension liability, accrued postretirement benefit obligation and employee benefits
|
(2,336
|
)
|
|
(17,259
|
)
|
|
(20,053
|
)
|
|||
Other, net
|
3,592
|
|
|
10,028
|
|
|
10,331
|
|
|||
NET CASH FROM OPERATING ACTIVITIES
|
170,399
|
|
|
(24,224
|
)
|
|
16,400
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Change in restricted cash and cash equivalents
|
6,298
|
|
|
(5,646
|
)
|
|
11,419
|
|
|||
Purchases of property, plant and equipment
|
(35,397
|
)
|
|
(15,475
|
)
|
|
(11,588
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(127,705
|
)
|
|
—
|
|
|||
Purchase of intangible assets
|
—
|
|
|
(722
|
)
|
|
—
|
|
|||
Purchase of available-for-sale securities
|
(14,008
|
)
|
|
(4,450
|
)
|
|
(11,111
|
)
|
|||
Sales and maturities of available-for-sale securities
|
5,266
|
|
|
10,118
|
|
|
3,973
|
|
|||
Proceeds from (cost of) asset disposals
|
(587
|
)
|
|
149
|
|
|
507
|
|
|||
Investment in equity and cost method investees
|
(7,424
|
)
|
|
(4,900
|
)
|
|
(6,884
|
)
|
|||
NET CASH FROM INVESTING ACTIVITIES
|
(45,852
|
)
|
|
(148,631
|
)
|
|
(13,684
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Payment of short-term borrowings and long-term debt
|
(1,080
|
)
|
|
(4,538
|
)
|
|
(212
|
)
|
|||
Payment of debt issuance costs
|
—
|
|
|
2,967
|
|
|
484
|
|
|||
Net transfers from former Parent
|
80,589
|
|
|
213,137
|
|
|
47,445
|
|
|||
Repurchase of common shares
|
(25,408
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
11
|
|
|
172
|
|
|||
Other
|
(491
|
)
|
|
89
|
|
|
(114
|
)
|
|||
NET CASH FROM FINANCING ACTIVITIES
|
53,610
|
|
|
211,666
|
|
|
47,775
|
|
|||
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
|
(6,407
|
)
|
|
(12,573
|
)
|
|
(4,024
|
)
|
|||
CASH FLOWS FROM CONTINUING OPERATIONS
|
171,750
|
|
|
26,238
|
|
|
46,467
|
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Operating cash flows from discontinued operations, net
|
(25,194
|
)
|
|
(191
|
)
|
|
(28,723
|
)
|
|||
Investing cash flows from discontinued operations, net
|
(23
|
)
|
|
(1,729
|
)
|
|
(4,974
|
)
|
|||
Effects of exchange rate changes on cash
|
—
|
|
|
3,023
|
|
|
3,012
|
|
|||
NET CASH FLOWS FROM DISCONTINUED OPERATIONS
|
(25,217
|
)
|
|
1,103
|
|
|
(30,685
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
146,533
|
|
|
27,341
|
|
|
15,782
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
218,659
|
|
|
191,318
|
|
|
175,536
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
365,192
|
|
|
$
|
218,659
|
|
|
$
|
191,318
|
|
•
|
Our Global Power segment represents our worldwide new build boiler and environmental products operations. Through this segment, we engineer, manufacture, procure, construct and commission steam generating and environmental systems and other related equipment. Our boilers are designed for utility and industrial applications, fired with fossil and renewable fuels and include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, biomass-fired boilers, waste-to-energy boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators and waste heat boilers. Our environmental systems offer air pollution control systems and related equipment for the treatment of nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions and include wet and dry flue gas desulfurization systems, catalytic and non-catalytic nitrogen oxides reduction systems, low nitrogen oxides burners and overfire air systems, fabric filter baghouses, wet and dry electrostatic precipitators, mercury control systems and dry sorbent injection for acid gas mitigation. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally.
|
•
|
Our Global Services segment provides a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment for power generation. Our products and services include replacement parts, field technical services, retrofit and upgrade projects, fuel switching and repowering projects, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. We deliver these aftermarket products and services to a large installed base for our and our competitors' power generation and industrial plants globally through our extensive network of regionally located service centers, technical support personnel, and global sourcing capabilities. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally.
|
•
|
Our Industrial Environmental segment provides environmental products and services to numerous industrial end markets through Babcock & Wilcox MEGTEC Holdings, Inc. ("MEGTEC"), which we acquired on June 20, 2014. Through this segment, we design, engineer and manufacture products including oxidizers, solvent and distillation systems, wet and dry electrostatic precipitators, fabric filter baghouses, scrubbers and heat recovery systems. The segment also provides specialized industrial process systems, coating lines and equipment. Our suite of technologies for pollution abatement include systems that control volatile organic compounds and air toxins, particulate, nitrogen oxides and acid gas air emissions from industrial processes. We serve a diverse set of industrial end markets with a current emphasis on the chemical, pharmaceutical, energy storage, packaging and automotive markets.
|
a)
|
The contract or other evidence provides a legal basis for the claim; or a legal opinion has been obtained, stating that under the circumstances there is a reasonable basis to support the claim.
|
b)
|
Additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in the contractor's performance.
|
c)
|
Costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed.
|
d)
|
The evidence supporting the claim is objective and verifiable, not based on management's feel for the situation or on unsupported representations.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Increases in estimates for percentage-of-completion contracts
|
$
|
36,653
|
|
|
$
|
50,565
|
|
|
$
|
49,154
|
|
Decreases in estimates for percentage-of-completion contracts
|
(36,235
|
)
|
|
(24,234
|
)
|
|
(40,315
|
)
|
|||
Net changes in estimates for percentage-of-completion contracts
|
$
|
418
|
|
|
$
|
26,331
|
|
|
$
|
8,839
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Included in contracts in progress:
|
|
|
|
||||
Costs incurred less costs of revenue recognized
|
$
|
9,966
|
|
|
$
|
33,685
|
|
Revenues recognized less billings to customers
|
118,208
|
|
|
74,066
|
|
||
Contracts in progress
|
$
|
128,174
|
|
|
$
|
107,751
|
|
Included in advance billings on contracts:
|
|
|
|
||||
Billings to customers less revenues recognized
|
$
|
221,244
|
|
|
$
|
143,904
|
|
Costs of revenue recognized less cost incurred
|
8,146
|
|
|
4,194
|
|
||
Advance billings on contracts
|
$
|
229,390
|
|
|
$
|
148,098
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Retainages expected to be collected within one year
|
$
|
24,906
|
|
|
$
|
19,978
|
|
Retainages expected to be collected after one year
|
5,329
|
|
|
7,360
|
|
||
Total retainages
|
$
|
30,235
|
|
|
$
|
27,338
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Currency translation adjustments
|
$
|
(19,493
|
)
|
|
$
|
11,551
|
|
|
$
|
38,409
|
|
Net unrealized gain on available-for-sale investments
|
(44
|
)
|
|
(22
|
)
|
|
(20
|
)
|
|||
Net unrealized gain (loss) on derivative financial instruments
|
1,786
|
|
|
(123
|
)
|
|
627
|
|
|||
Unrecognized prior service cost on benefit obligations
|
(1,102
|
)
|
|
(1,032
|
)
|
|
(3,678
|
)
|
|||
Accumulated other comprehensive income (loss)
|
$
|
(18,853
|
)
|
|
$
|
10,374
|
|
|
$
|
35,338
|
|
Accumulated Other Comprehensive
Income Component Recognized
|
Year ended December 31,
|
|
Line Item Presented
|
||||||||||
2015
|
|
2014
|
|
2013
|
|
||||||||
|
(In thousands)
|
|
|
||||||||||
Realized (loss) gain on derivative financial instruments
|
$
|
546
|
|
|
$
|
(53
|
)
|
|
$
|
(285
|
)
|
|
Revenues
|
|
155
|
|
|
13
|
|
|
—
|
|
|
Cost of operations
|
|||
|
(24
|
)
|
|
(6
|
)
|
|
143
|
|
|
Other-net
|
|||
|
677
|
|
|
(46
|
)
|
|
(142
|
)
|
|
Total before tax
|
|||
|
(149
|
)
|
|
11
|
|
|
2
|
|
|
Provision for income taxes
|
|||
|
528
|
|
|
(35
|
)
|
|
(140
|
)
|
|
Net income
|
|||
|
|
|
|
|
|
|
|
||||||
Amortization of prior service cost on benefit obligations
|
(1,475
|
)
|
|
(457
|
)
|
|
(772
|
)
|
|
Cost of operations
|
|||
|
1,168
|
|
|
183
|
|
|
281
|
|
|
Provision for income taxes
|
|||
|
(307
|
)
|
|
(274
|
)
|
|
(491
|
)
|
|
Net income
|
|||
|
|
|
|
|
|
|
|
||||||
Realized gains on investments
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
Other-net
|
|||
|
15
|
|
|
—
|
|
|
—
|
|
|
Provision for income taxes
|
|||
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
Net income
|
|||
Total reclassification for the period
|
$
|
194
|
|
|
$
|
(309
|
)
|
|
$
|
(631
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
37,735
|
|
|
$
|
38,968
|
|
|
$
|
58,339
|
|
Additions
|
19,310
|
|
|
13,726
|
|
|
16,468
|
|
|||
Acquisition of MEGTEC
|
—
|
|
|
4,693
|
|
|
—
|
|
|||
Expirations and other changes
|
(982
|
)
|
|
(4,052
|
)
|
|
(15,728
|
)
|
|||
Payments
|
(15,215
|
)
|
|
(14,787
|
)
|
|
(20,185
|
)
|
|||
Translation and other
|
(1,001
|
)
|
|
(813
|
)
|
|
74
|
|
|||
Balance at end of period
|
$
|
39,847
|
|
|
$
|
37,735
|
|
|
$
|
38,968
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Raw materials and supplies
|
$
|
68,684
|
|
|
$
|
71,604
|
|
Work in progress
|
7,025
|
|
|
9,831
|
|
||
Finished goods
|
14,410
|
|
|
17,276
|
|
||
Total inventories
|
$
|
90,119
|
|
|
$
|
98,711
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Land
|
$
|
7,460
|
|
|
$
|
6,937
|
|
Buildings
|
104,963
|
|
|
114,088
|
|
||
Machinery and equipment
|
181,064
|
|
|
201,912
|
|
||
Property under construction
|
36,534
|
|
|
12,824
|
|
||
|
330,021
|
|
|
335,761
|
|
||
Less accumulated depreciation
|
184,304
|
|
|
200,524
|
|
||
Net property, plant and equipment
|
$
|
145,717
|
|
|
$
|
135,237
|
|
(In thousands)
|
Global
Power |
|
Global
Services |
|
Industrial
Environmental |
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
38,921
|
|
|
$
|
65,709
|
|
|
$
|
—
|
|
|
$
|
104,630
|
|
Goodwill resulting from acquisition of MEGTEC (Note 3)
|
—
|
|
|
—
|
|
|
108,800
|
|
|
108,800
|
|
||||
Currency translation adjustments
|
(930
|
)
|
|
(3,223
|
)
|
|
|
|
|
(4,153
|
)
|
||||
Balance at December 31, 2014
|
37,991
|
|
|
62,486
|
|
|
108,800
|
|
|
209,277
|
|
||||
Purchase price adjustment related to MEGTEC acquisition
|
—
|
|
|
—
|
|
|
(4,492
|
)
|
|
(4,492
|
)
|
||||
Currency translation adjustments
|
(1,076
|
)
|
|
(2,640
|
)
|
|
—
|
|
|
(3,716
|
)
|
||||
Balance at December 31, 2015
|
$
|
36,915
|
|
|
$
|
59,846
|
|
|
$
|
104,308
|
|
|
$
|
201,069
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Definite-lived intangible assets:
|
|
|
|
||||
Customer relationships
|
$
|
35,729
|
|
|
$
|
36,749
|
|
Unpatented technology
|
4,033
|
|
|
4,072
|
|
||
Patented technology
|
2,532
|
|
|
2,521
|
|
||
Tradename
|
9,909
|
|
|
9,957
|
|
||
Acquired backlog
|
10,400
|
|
|
10,600
|
|
||
All other
|
7,504
|
|
|
7,565
|
|
||
Gross value of definite-lived intangible assets
|
70,107
|
|
|
71,464
|
|
||
Customer relationships
|
$
|
(12,509
|
)
|
|
$
|
(8,775
|
)
|
Unpatented technology
|
(1,471
|
)
|
|
(582
|
)
|
||
Patented technology
|
(1,406
|
)
|
|
(1,122
|
)
|
||
Tradename
|
(2,883
|
)
|
|
(1,984
|
)
|
||
Acquired backlog
|
(10,400
|
)
|
|
(5,300
|
)
|
||
All other
|
(4,899
|
)
|
|
(4,360
|
)
|
||
Accumulated amortization
|
(33,568
|
)
|
|
(22,123
|
)
|
||
Net definite-lived intangible assets
|
$
|
36,539
|
|
|
$
|
49,341
|
|
Indefinite-lived intangible assets:
|
|
|
|
||||
Trademarks and trade names
|
1,305
|
|
|
1,305
|
|
||
Total indefinite-lived intangible assets
|
$
|
1,305
|
|
|
$
|
1,305
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
50,646
|
|
|
$
|
18,246
|
|
Business acquisitions and adjustments
|
500
|
|
|
44,972
|
|
||
Amortization expense
|
(11,445
|
)
|
|
(9,880
|
)
|
||
Impairment charge
|
—
|
|
|
(1,730
|
)
|
||
Currency translation adjustments and other
|
(1,857
|
)
|
|
(962
|
)
|
||
Balance at end of period
|
$
|
37,844
|
|
|
$
|
50,646
|
|
Year Ending December 31,
|
Amount
|
||
2016
|
$
|
5,944
|
|
2017
|
$
|
5,822
|
|
2018
|
$
|
5,549
|
|
2019
|
$
|
5,195
|
|
2020
|
$
|
4,176
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Income taxes (net of refunds)
|
$
|
15,008
|
|
|
$
|
7,951
|
|
|
$
|
21,929
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Accrued capital expenditures included in accounts payable
|
$
|
568
|
|
|
$
|
1,680
|
|
|
$
|
2,607
|
|
(In thousands)
|
MEGTEC
|
||
Cash and cash equivalents
|
$
|
14,232
|
|
Accounts receivable
|
23,054
|
|
|
Inventories
|
5,395
|
|
|
Other current assets
|
6,326
|
|
|
Property, plant and equipment
|
13,348
|
|
|
Goodwill
|
104,308
|
|
|
Intangible assets
|
43,150
|
|
|
Total assets acquired
|
209,813
|
|
|
Accounts payable
|
13,402
|
|
|
Advance billings on contracts
|
11,144
|
|
|
Other current liabilities
|
18,089
|
|
|
Pension liability
|
5,041
|
|
|
Deferred income taxes
|
4,994
|
|
|
Other liabilities
|
130
|
|
|
Total liabilities assumed
|
52,800
|
|
|
Net assets acquired
|
157,013
|
|
|
Cash and cash equivalents acquired
|
14,232
|
|
|
Net assets acquired, net of unrestricted cash acquired
|
142,781
|
|
|
Amount of tax deductible goodwill
|
$
|
34,583
|
|
(In thousands)
|
Amount
|
|
Amortization Period
|
||
Customer relationships
|
$
|
23,500
|
|
|
8 years
|
Backlog
|
$
|
10,400
|
|
|
1 year
|
Trade names / trademarks
|
$
|
6,000
|
|
|
11 years
|
Developed technology
|
$
|
3,250
|
|
|
5 years
|
(Dollar amounts in thousands)
|
Twelve months ended December 31, 2014
|
|
Twelve months ended December 31, 2013
|
||||
Revenues
|
$
|
1,566,361
|
|
|
$
|
1,944,040
|
|
Net Income (Loss) Attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
(19,559
|
)
|
|
$
|
170,221
|
|
Basic Earnings per Common Share
|
$
|
(0.36
|
)
|
|
$
|
3.04
|
|
Diluted Earnings per Common Share
|
$
|
(0.36
|
)
|
|
$
|
3.02
|
|
•
|
Increase (decrease) in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of approximately
$(3.9) million
and
$12.6 million
for the years ended
December 31, 2014
and
2013
, respectively.
|
•
|
Elimination of historical interest expense of approximately
$0.9 million
and
$2.4 million
for the years ended
December 31, 2014
and
2013
, respectively.
|
•
|
Elimination of
$13.4 million
in acquisition related costs recognized in the year ended
December 31, 2014
that are not expected to be recurring.
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Current assets
|
$
|
446,283
|
|
|
$
|
528,950
|
|
Noncurrent assets
|
168,411
|
|
|
181,517
|
|
||
Total assets
|
614,694
|
|
|
710,467
|
|
||
Current liabilities
|
314,390
|
|
|
403,484
|
|
||
Noncurrent liabilities
|
140,349
|
|
|
97,419
|
|
||
Owners' equity
|
159,955
|
|
|
209,564
|
|
||
Total liabilities and equity
|
$
|
614,694
|
|
|
$
|
710,467
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
475,459
|
|
|
$
|
645,481
|
|
|
$
|
592,755
|
|
Gross profit
|
69,021
|
|
|
85,378
|
|
|
97,226
|
|
|||
Income before provision for income taxes
|
3,072
|
|
|
22,909
|
|
|
39,033
|
|
|||
Provision for income taxes
|
4,500
|
|
|
6,159
|
|
|
8,603
|
|
|||
Net income
|
$
|
(1,428
|
)
|
|
$
|
16,750
|
|
|
$
|
30,430
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Global Power
|
$
|
75,946
|
|
|
$
|
93,389
|
|
|
$
|
99,013
|
|
Global Services
|
16,250
|
|
|
15,859
|
|
|
45,462
|
|
|||
Total investment in unconsolidated affiliates
|
$
|
92,196
|
|
|
$
|
109,248
|
|
|
$
|
144,475
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Equity income based on stated ownership percentages
|
$
|
(542
|
)
|
|
$
|
8,563
|
|
|
$
|
15,280
|
|
All other adjustments due to amortization of basis differences, timing of GAAP adjustments and other adjustments
|
300
|
|
|
118
|
|
|
3,107
|
|
|||
Equity in income of investees
|
$
|
(242
|
)
|
|
$
|
8,681
|
|
|
$
|
18,387
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Sales to
|
$
|
18,014
|
|
|
$
|
70,566
|
|
|
$
|
70,793
|
|
Purchases from
|
45,397
|
|
|
5,623
|
|
|
4,646
|
|
|||
Dividends received
|
20,830
|
|
|
17,407
|
|
|
20,382
|
|
|||
Capital contributions, net of returns
|
7,424
|
|
|
4,900
|
|
|
6,884
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Liability balance at the beginning of the period
|
$
|
5,086
|
|
|
$
|
5,601
|
|
Special charges for restructuring activities
(1)
|
5,014
|
|
|
13,146
|
|
||
Payments
|
(9,360
|
)
|
|
(13,661
|
)
|
||
Liability balance at the end of the period
|
$
|
740
|
|
|
$
|
5,086
|
|
(1)
|
Excludes non-cash charges related to accelerated depreciation and impairment charges of $
6.7 million
and $
7.0 million
for the years ended
December 31, 2015
and
2014
, respectively, which did not impact the restructuring liability.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
3,321
|
|
|
$
|
1,190
|
|
|
$
|
1,204
|
|
Increases based on tax positions taken in the current year
|
88
|
|
|
213
|
|
|
—
|
|
|||
Increases based on tax positions taken in the prior years
|
248
|
|
|
2,268
|
|
|
276
|
|
|||
Decreases based on tax positions taken in the prior years
|
(1,161
|
)
|
|
—
|
|
|
(290
|
)
|
|||
Decreases due to settlements with tax authorities
|
(1,355
|
)
|
|
(350
|
)
|
|
—
|
|
|||
Decreases due to lapse of applicable statute of limitation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
1,141
|
|
|
$
|
3,321
|
|
|
$
|
1,190
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension liability
|
$
|
107,748
|
|
|
$
|
97,447
|
|
Accrued warranty expense
|
12,589
|
|
|
10,700
|
|
||
Accrued vacation pay
|
4,482
|
|
|
4,635
|
|
||
Accrued liabilities for self-insurance (including postretirement health care benefits)
|
14,280
|
|
|
17,979
|
|
||
Accrued liabilities for executive and employee incentive compensation
|
14,255
|
|
|
3,582
|
|
||
Investments in joint ventures and affiliated companies
|
14,100
|
|
|
7,472
|
|
||
Long-term contracts
|
6,963
|
|
|
6,622
|
|
||
Net operating loss carryforward
|
13,544
|
|
|
13,044
|
|
||
State tax net operating loss carryforward
|
14,409
|
|
|
14,617
|
|
||
Foreign tax credit carryforward
|
2,378
|
|
|
2,959
|
|
||
Other
|
9,206
|
|
|
11,272
|
|
||
Total deferred tax assets
|
213,954
|
|
|
190,329
|
|
||
Valuation allowance for deferred tax assets
|
(10,077
|
)
|
|
(9,216
|
)
|
||
Net, total deferred tax assets
|
203,877
|
|
|
181,113
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant and equipment
|
3,379
|
|
|
6,136
|
|
||
Long-term contracts
|
9,084
|
|
|
17,932
|
|
||
Intangibles
|
13,158
|
|
|
8,484
|
|
||
Undistributed foreign earnings
|
1,000
|
|
|
500
|
|
||
Goodwill
|
1,167
|
|
|
5,696
|
|
||
Other
|
1,317
|
|
|
3,200
|
|
||
Total deferred tax liabilities
|
29,105
|
|
|
41,948
|
|
||
Net deferred tax assets
|
$
|
174,772
|
|
|
$
|
139,165
|
|
(In thousands)
|
Beginning
Balance
|
|
Charges To
Costs and
Expenses
|
|
Charged To
Other
Accounts
|
|
Ending
Balance
|
||||||
Year Ended December 31, 2015
|
$
|
(9,216
|
)
|
|
(861
|
)
|
|
—
|
|
|
$
|
(10,077
|
)
|
Year Ended December 31, 2014
|
(6,980
|
)
|
|
(2,236
|
)
|
|
—
|
|
|
(9,216
|
)
|
||
Year Ended December 31, 2013
|
(9,709
|
)
|
|
—
|
|
|
2,729
|
|
|
(6,980
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
$
|
(20,748
|
)
|
|
$
|
(64,084
|
)
|
|
$
|
135,966
|
|
Other than U.S.
|
40,953
|
|
|
27,466
|
|
|
76,523
|
|
|||
Income before provision for income taxes
|
$
|
20,205
|
|
|
$
|
(36,618
|
)
|
|
$
|
212,489
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. – federal
|
$
|
24,084
|
|
|
$
|
1,834
|
|
|
$
|
21,956
|
|
U.S. – state and local
|
3,458
|
|
|
1,544
|
|
|
3,053
|
|
|||
Other than U.S.
|
8,250
|
|
|
13,917
|
|
|
(9,105
|
)
|
|||
Total current
|
35,792
|
|
|
17,295
|
|
|
15,904
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. – Federal
|
(35,888
|
)
|
|
(32,910
|
)
|
|
26,648
|
|
|||
U.S. – State and local
|
(111
|
)
|
|
(572
|
)
|
|
3,354
|
|
|||
Other than U.S.
|
3,878
|
|
|
(8,541
|
)
|
|
26,105
|
|
|||
Total deferred (benefit) provision
|
(32,121
|
)
|
|
(42,023
|
)
|
|
56,107
|
|
|||
Provision for income taxes
|
$
|
3,671
|
|
|
$
|
(24,728
|
)
|
|
$
|
72,011
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal statutory (benefit) rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes
|
13.8
|
|
|
4.1
|
|
|
3.9
|
|
Foreign rate differential
|
(13.1
|
)
|
|
16.6
|
|
|
(3.0
|
)
|
Tax credits
|
(14.7
|
)
|
|
7.5
|
|
|
(4.0
|
)
|
Dividends and deemed dividends from affiliates
|
1.7
|
|
|
5.7
|
|
|
3.3
|
|
Valuation allowances
|
4.3
|
|
|
(6.1
|
)
|
|
(1.3
|
)
|
Uncertain tax positions
|
(6.6
|
)
|
|
(6.7
|
)
|
|
0.1
|
|
Non-deductible expenses
|
2.4
|
|
|
(2.4
|
)
|
|
0.5
|
|
Manufacturing deduction
|
(2.5
|
)
|
|
11.6
|
|
|
(0.4
|
)
|
Other
|
(2.1
|
)
|
|
2.2
|
|
|
(0.2
|
)
|
Effective tax rate
|
18.2
|
%
|
|
67.5
|
%
|
|
33.9
|
%
|
|
Pension Benefits
Year Ended December 31,
|
|
Other Postretirement Benefits
Year Ended December 31,
|
||||||||||||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
13,677
|
|
|
$
|
13,558
|
|
|
$
|
15,287
|
|
|
$
|
24
|
|
|
$
|
18
|
|
|
$
|
—
|
|
Interest cost
|
49,501
|
|
|
51,181
|
|
|
46,266
|
|
|
1,143
|
|
|
1,087
|
|
|
1,046
|
|
||||||
Expected return on plan assets
|
(68,709
|
)
|
|
(64,023
|
)
|
|
(62,481
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
307
|
|
|
274
|
|
|
491
|
|
|
—
|
|
|
|
|
|
—
|
|
||||||
Recognized net actuarial loss (gain)
|
41,574
|
|
|
99,090
|
|
|
(88,012
|
)
|
|
(1,364
|
)
|
|
2,245
|
|
|
(4,064
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
36,350
|
|
|
$
|
100,080
|
|
|
$
|
(88,449
|
)
|
|
$
|
(197
|
)
|
|
$
|
3,350
|
|
|
$
|
(3,018
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of operations
|
$
|
44,307
|
|
|
$
|
94,204
|
|
|
$
|
(84,772
|
)
|
Selling, general and administrative expenses
|
(4,097
|
)
|
|
7,233
|
|
|
(7,331
|
)
|
|||
Other-net
|
—
|
|
|
(102
|
)
|
|
27
|
|
|||
Total
|
$
|
40,210
|
|
|
$
|
101,335
|
|
|
$
|
(92,076
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average assumptions used to determine net periodic benefit obligations at December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.98
|
%
|
|
3.99
|
%
|
|
3.41
|
%
|
|
3.40
|
%
|
Rate of compensation increase
|
2.51
|
%
|
|
2.56
|
%
|
|
—
|
|
|
—
|
|
Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.99
|
%
|
|
3.99
|
%
|
|
3.40
|
%
|
|
3.40
|
%
|
Expected return on plan assets
|
6.98
|
%
|
|
7.00
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
2.56
|
%
|
|
2.56
|
%
|
|
—
|
|
|
—
|
|
|
2015
|
|
2014
|
||
Assumed health care cost trend rates at December 31
|
|
|
|
||
Health care cost trend rate assumed for next year
|
8.50
|
%
|
|
7.50
|
%
|
Rates to which the cost trend rate is assumed to decline (ultimate trend rate)
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches ultimate trend rate
|
2024
|
|
|
2021
|
|
(In thousands)
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
22
|
|
|
$
|
(21
|
)
|
Effect on postretirement benefit obligation
|
1,502
|
|
|
(898
|
)
|
|
2015
|
|
2014
|
||
Asset Category:
|
|
|
|
||
Fixed Income (excluding United States Government Securities)
|
33
|
%
|
|
38
|
%
|
Commingled and Mutual Funds
|
37
|
%
|
|
33
|
%
|
United States Government Securities
|
18
|
%
|
|
15
|
%
|
Equity Securities
|
7
|
%
|
|
7
|
%
|
Partnerships with Security Holdings
|
—
|
%
|
|
5
|
%
|
Derivatives
|
4
|
%
|
|
—
|
%
|
Other
|
1
|
%
|
|
2
|
%
|
|
2015
|
|
2014
|
||
Asset Category:
|
|
|
|
||
Equity Securities and Commingled Mutual Funds
|
48
|
%
|
|
46
|
%
|
Fixed Income
|
51
|
%
|
|
53
|
%
|
Other
|
1
|
%
|
|
1
|
%
|
|
Canadian
Plans
|
|
Diamond
UK Plan
|
||
Asset Class:
|
|
|
|
||
U. S. Equity
|
20
|
%
|
|
12
|
%
|
Global Equity
|
30
|
%
|
|
14
|
%
|
Fixed Income
|
50
|
%
|
|
74
|
%
|
(In thousands)
|
12/31/2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Fixed income
|
$
|
347,269
|
|
|
$
|
—
|
|
|
$
|
347,269
|
|
|
$
|
—
|
|
Equities
|
79,761
|
|
|
79,761
|
|
|
—
|
|
|
—
|
|
||||
Commingled and mutual funds
|
330,216
|
|
|
—
|
|
|
330,216
|
|
|
—
|
|
||||
U.S. government securities
|
155,975
|
|
|
155,975
|
|
|
—
|
|
|
—
|
|
||||
Cash and accrued items
|
9,809
|
|
|
539
|
|
|
9,270
|
|
|
—
|
|
||||
Total pension and other postretirement benefit assets
|
$
|
923,030
|
|
|
$
|
236,275
|
|
|
$
|
686,755
|
|
|
$
|
—
|
|
(In thousands)
|
12/31/2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Fixed Income
|
$
|
385,348
|
|
|
$
|
—
|
|
|
$
|
385,348
|
|
|
$
|
—
|
|
Equities
|
63,109
|
|
|
63,109
|
|
|
—
|
|
|
—
|
|
||||
Commingled and Mutual Funds
|
334,071
|
|
|
4,665
|
|
|
329,406
|
|
|
—
|
|
||||
U.S. Government Securities
|
144,609
|
|
|
137,783
|
|
|
6,826
|
|
|
—
|
|
||||
Partnerships with Security Holdings
|
48,967
|
|
|
—
|
|
|
—
|
|
|
48,967
|
|
||||
Real Estate
|
2,141
|
|
|
—
|
|
|
—
|
|
|
2,141
|
|
||||
Cash and Accrued Items
|
21,265
|
|
|
19,242
|
|
|
2,023
|
|
|
—
|
|
||||
Total pension and other postretirement benefit assets
|
$
|
999,510
|
|
|
$
|
224,799
|
|
|
$
|
723,603
|
|
|
$
|
51,108
|
|
|
Year ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
51,108
|
|
|
$
|
55,188
|
|
Issuances and acquisitions
|
1,266
|
|
|
4,633
|
|
||
Dispositions
|
(53,417
|
)
|
|
(16,306
|
)
|
||
Realized gain
|
3,915
|
|
|
10,996
|
|
||
Unrealized gain
|
(2,872
|
)
|
|
(3,403
|
)
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
51,108
|
|
|
Domestic Plans
|
|
Foreign Plans
|
||||||||||||
(In thousands)
|
Pension
Benefits
|
|
Other
Benefits
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||||||
Expected employer contributions to trusts of defined benefit plans:
|
|
|
|
|
|
|
|
||||||||
2016
|
$
|
1,129
|
|
|
$
|
4,500
|
|
|
$
|
3,243
|
|
|
$
|
144
|
|
Expected benefit payments:
|
|
|
|
|
|
|
|
||||||||
2016
|
$
|
65,997
|
|
|
$
|
4,496
|
|
|
$
|
2,503
|
|
|
$
|
144
|
|
2017
|
67,633
|
|
|
3,516
|
|
|
3,247
|
|
|
148
|
|
||||
2018
|
68,981
|
|
|
3,336
|
|
|
3,383
|
|
|
151
|
|
||||
2019
|
70,165
|
|
|
3,125
|
|
|
3,508
|
|
|
154
|
|
||||
2020
|
71,202
|
|
|
2,921
|
|
|
3,595
|
|
|
158
|
|
||||
2021-2025
|
361,313
|
|
|
11,152
|
|
|
20,119
|
|
|
745
|
|
Pension Fund
|
|
EIN/PIN
|
|
Pension Protection
Act Zone Status
|
|
FIP/RP Status
Pending/
Implemented
|
|
Contributions
|
|
Surcharge Imposed
|
|
Expiration Date
Of Collective
Bargaining
Agreement
|
||||||||||||
|
||||||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
|
||||||||||||||||||
2015
|
|
2014
|
|
(in millions)
|
|
|||||||||||||||||||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020/ 001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
$
|
20.3
|
|
|
$
|
16.0
|
|
|
$
|
19.0
|
|
|
No
|
|
Described
Below |
All Other
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
4.6
|
|
|
11.9
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
$
|
24.9
|
|
|
$
|
20.6
|
|
|
$
|
30.9
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2015
(1)
|
|
2014
|
|
2013
|
||||||
Sales to our former Parent
|
$
|
911
|
|
|
$
|
5,896
|
|
|
$
|
37,552
|
|
Corporate administrative expense
|
35,343
|
|
|
73,329
|
|
|
76,739
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Sales to former Parent
|
$
|
911
|
|
|
$
|
5,896
|
|
|
$
|
37,552
|
|
|
|
|
|
|
|
||||||
Corporate administrative expenses
|
35,343
|
|
|
73,329
|
|
|
76,739
|
|
|||
Income tax allocation
|
11,872
|
|
|
3,378
|
|
|
21,956
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
127,704
|
|
|
—
|
|
|||
Cash pooling and general financing activities
|
(91,015
|
)
|
|
14,261
|
|
|
(13,698
|
)
|
|||
Cash contribution received at spin-off
|
125,300
|
|
|
—
|
|
|
—
|
|
|||
Net transfer from former Parent per statement of cash flows
|
80,589
|
|
|
213,137
|
|
|
47,445
|
|
|||
|
|
|
|
|
|
||||||
Non-cash items:
|
|
|
|
|
|
||||||
Net transfer of assets and liabilities
|
44,706
|
|
|
(62
|
)
|
|
(37
|
)
|
|||
Distribution of Nuclear Energy segment
|
(47,839
|
)
|
|
—
|
|
|
—
|
|
|||
Net transfer from former Parent per statement of shareholders’ equity
|
$
|
77,456
|
|
|
$
|
213,075
|
|
|
$
|
47,408
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.38
|
%
|
|
0.97
|
%
|
|
0.56
|
%
|
Expected volatility
|
28
|
%
|
|
30
|
%
|
|
33
|
%
|
Expected life of the option in years
|
3.96
|
|
|
3.76
|
|
|
3.93
|
|
Expected dividend yield
|
—
|
%
|
|
1.22
|
%
|
|
1.19
|
%
|
(Share data in thousands)
|
Number of Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at beginning of period
|
2,747
|
|
|
$
|
17.42
|
|
|
|
|
|
||
Granted
|
52
|
|
|
19.90
|
|
|
|
|
|
|||
Exercised
|
(433
|
)
|
|
14.58
|
|
|
|
|
|
|||
Cancelled/expired/forfeited
|
(6
|
)
|
|
19.12
|
|
|
|
|
|
|||
Outstanding at end of period
|
2,360
|
|
|
$
|
17.99
|
|
|
6.78
|
|
$
|
6,803.3
|
|
Exercisable at end of period
|
759
|
|
|
$
|
17.15
|
|
|
3.66
|
|
$
|
2,821.6
|
|
(Share data in thousands)
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested at beginning of period
|
1,103
|
|
|
$
|
19.53
|
|
Granted
|
56
|
|
|
19.88
|
|
|
Vested
|
(159
|
)
|
|
19.73
|
|
|
Cancelled/forfeited
|
(1
|
)
|
|
21.59
|
|
|
Nonvested at end of period
|
999
|
|
|
$
|
19.30
|
|
•
|
performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and
|
•
|
workers' compensation claims, premises liability claims and other claims.
|
Fiscal Year Ending December 31,
|
Amount
|
||
2016
|
$
|
5,443
|
|
2017
|
$
|
4,394
|
|
2018
|
$
|
3,128
|
|
2019
|
$
|
1,968
|
|
2020
|
$
|
1,158
|
|
Thereafter
|
$
|
337
|
|
|
Six Months Ended June 30,
|
|
Twelve Months Ended December 31,
|
||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
53,064
|
|
|
$
|
103,690
|
|
|
$
|
153,313
|
|
Income (loss) before provision for income taxes
|
3,358
|
|
|
(19,072
|
)
|
|
44,532
|
|
|||
Income tax provision (benefit)
|
555
|
|
|
(4,800
|
)
|
|
10,195
|
|
|||
Income from discontinued operations, net of tax
|
$
|
2,803
|
|
|
$
|
(14,272
|
)
|
|
$
|
34,337
|
|
(In thousands)
|
December 31, 2014
|
||
Current Assets:
|
|
||
Cash and cash equivalents
|
$
|
426
|
|
Accounts receivable – trade, net
|
14,041
|
|
|
Accounts receivable – other
|
1,411
|
|
|
Contracts in progress
|
22,953
|
|
|
Inventories
|
1,306
|
|
|
Deferred income taxes
|
48
|
|
|
Other current assets
|
5,992
|
|
|
Total current assets of discontinued operations
|
46,177
|
|
|
Net property, plant and equipment
|
23,721
|
|
|
Goodwill
|
10,055
|
|
|
Deferred income taxes
|
2,375
|
|
|
Intangible assets
|
980
|
|
|
Other assets
|
1,697
|
|
|
Total assets of discontinued operations
|
$
|
85,005
|
|
Current Liabilities:
|
|
||
Accounts payable
|
$
|
7,954
|
|
Accrued employee benefits
|
7,895
|
|
|
Advance billings on contracts
|
5,475
|
|
|
Accrued warranty expense
|
5,469
|
|
|
Accrued liabilities – other
|
17,352
|
|
|
Total current liabilities of discontinued operations
|
44,145
|
|
|
Accumulated postretirement benefit obligation
|
7,835
|
|
|
Pension liability
|
7,082
|
|
|
Other liabilities
|
1,071
|
|
|
Total liabilities of discontinued operations
|
$
|
60,133
|
|
(In thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Commercial paper
|
$
|
3,997
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,996
|
|
Mutual funds
|
1,172
|
|
|
—
|
|
|
(79
|
)
|
|
1,093
|
|
||||
Total
|
$
|
5,169
|
|
|
$
|
—
|
|
|
$
|
(80
|
)
|
|
$
|
5,089
|
|
(In thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Commercial paper
|
$
|
1,607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,607
|
|
Asset-backed securities and collateralized mortgage obligations
|
248
|
|
|
—
|
|
|
(34
|
)
|
|
214
|
|
||||
Total
|
$
|
1,855
|
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
1,821
|
|
(In thousands)
|
Proceeds
|
|
Gross
Realized Gains
|
|
Gross
Realized Losses
|
||||||
Year Ended December 31, 2015
|
$
|
(5,265
|
)
|
|
$
|
49
|
|
|
$
|
(15
|
)
|
Year Ended December 31, 2014
|
(10,119
|
)
|
|
15
|
|
|
(2
|
)
|
|||
Year Ended December 31, 2013
|
(3,974
|
)
|
|
—
|
|
|
—
|
|
|
Asset and Liability Derivatives
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Derivatives Designated as Hedges:
|
|
|
|
||||
Foreign Exchange Contracts:
|
|
|
|
||||
Location
|
|
|
|
||||
Accounts receivable-other
|
$
|
1,545
|
|
|
$
|
88
|
|
Other assets
|
688
|
|
|
—
|
|
||
Accounts payable
|
17
|
|
|
89
|
|
||
Other liabilities
|
$
|
—
|
|
|
—
|
|
|
Derivatives Not Designated as Hedges:
|
|
|
|
||||
Foreign Exchange Contracts:
|
|
|
|
||||
Location
|
|
|
|
||||
Accounts receivable-other
|
72
|
|
|
175
|
|
||
Other assets
|
—
|
|
|
—
|
|
||
Accounts payable
|
101
|
|
|
284
|
|
|
December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Derivatives Designated as Hedges:
|
|
|
|
||||
Cash Flow Hedges
|
|
|
|
||||
Foreign Exchange Contracts
|
|
|
|
||||
Amount of loss recognized in other comprehensive income
|
$
|
2,920
|
|
|
$
|
(47
|
)
|
Location
|
|
|
|
||||
Revenues
|
546
|
|
|
(53
|
)
|
||
Cost of operations
|
155
|
|
|
13
|
|
||
Other-net
|
(24
|
)
|
|
(6
|
)
|
||
Location
|
|
|
|
||||
Other-net
|
252
|
|
|
(339
|
)
|
||
Derivatives Not Designated as Hedges:
|
|
|
|
||||
Forward Contracts
|
|
|
|
||||
Location
|
|
|
|
||||
Other-net
|
$
|
206
|
|
|
$
|
(184
|
)
|
•
|
Level 1 – inputs are based upon quoted prices for identical instruments traded in active markets.
|
•
|
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for similar or identical instruments in inactive markets and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets and liabilities.
|
•
|
Level 3 – inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar valuation techniques.
|
(In thousands)
|
12/31/2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commercial paper
|
$
|
3,996
|
|
|
$
|
—
|
|
|
$
|
3,996
|
|
|
$
|
—
|
|
Mutual funds
|
1,093
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
||||
Total
|
$
|
5,089
|
|
|
$
|
—
|
|
|
$
|
5,089
|
|
|
$
|
—
|
|
(In thousands)
|
12/31/2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commercial paper
|
$
|
1,607
|
|
|
$
|
—
|
|
|
$
|
1,607
|
|
|
$
|
—
|
|
Asset-backed securities and collateralized mortgage obligations
|
214
|
|
|
—
|
|
|
214
|
|
|
—
|
|
||||
Total
|
$
|
1,821
|
|
|
$
|
—
|
|
|
$
|
1,821
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
REVENUES
|
|
||||||||||
Global Power:
|
|
|
|
|
|
||||||
New Build Environmental Equipment
|
$
|
150,920
|
|
|
$
|
171,175
|
|
|
$
|
310,327
|
|
New Build Steam Generation Systems
|
489,050
|
|
|
300,754
|
|
|
402,134
|
|
|||
|
639,970
|
|
|
471,929
|
|
|
712,461
|
|
|||
Global Services:
|
|
|
|
|
|
||||||
Parts and Technical Services
|
282,369
|
|
|
311,294
|
|
|
304,598
|
|
|||
Projects
|
297,567
|
|
|
286,094
|
|
|
406,196
|
|
|||
Construction Services
|
279,969
|
|
|
242,295
|
|
|
279,997
|
|
|||
Operations and Maintenance
|
73,725
|
|
|
68,999
|
|
|
64,399
|
|
|||
|
933,630
|
|
|
908,682
|
|
|
1,055,190
|
|
|||
Industrial Environmental:
|
|
|
|
|
|
||||||
Environmental Solutions
|
90,343
|
|
|
48,938
|
|
|
—
|
|
|||
Engineered Equipment
|
32,002
|
|
|
21,190
|
|
|
—
|
|
|||
Aftermarket Services
|
61,350
|
|
|
35,290
|
|
|
—
|
|
|||
|
183,695
|
|
|
105,418
|
|
|
—
|
|
|||
|
$
|
1,757,295
|
|
|
$
|
1,486,029
|
|
|
$
|
1,767,651
|
|
(In thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
GROSS PROFIT
|
|
||||||||||
Global Power
|
$
|
111,309
|
|
|
$
|
94,647
|
|
|
$
|
126,275
|
|
Global Services
|
192,241
|
|
|
193,629
|
|
|
225,434
|
|
|||
Industrial Environmental
|
48,914
|
|
|
24,961
|
|
|
—
|
|
|||
Mark to market adjustment included in costs of operations
|
(44,307
|
)
|
|
(94,204
|
)
|
|
84,772
|
|
|||
|
$
|
308,157
|
|
|
$
|
219,033
|
|
|
$
|
436,481
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
(244,065
|
)
|
|
(218,038
|
)
|
|
(211,401
|
)
|
|||
Research and development
|
(16,543
|
)
|
|
(18,483
|
)
|
|
(21,043
|
)
|
|||
Loss on asset disposal and impairments
|
(14,597
|
)
|
|
(1,752
|
)
|
|
(1,181
|
)
|
|||
Equity in income of investees
|
(242
|
)
|
|
8,681
|
|
|
18,387
|
|
|||
Restructuring activities
|
(14,946
|
)
|
|
(20,183
|
)
|
|
(18,343
|
)
|
|||
Mark to market adjustment included in selling, general and administrative expenses
|
4,097
|
|
|
(7,233
|
)
|
|
7,331
|
|
|||
Operating income (loss)
|
$
|
21,861
|
|
|
$
|
(37,975
|
)
|
|
$
|
210,231
|
|
(In thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
EQUITY IN INCOME OF INVESTEES
|
|
|
|
|
|
||||||
Global Power
|
$
|
(3,295
|
)
|
|
$
|
(1,717
|
)
|
|
$
|
7,097
|
|
Global Services
|
3,054
|
|
|
10,398
|
|
|
11,290
|
|
|||
|
$
|
(242
|
)
|
|
$
|
8,681
|
|
|
$
|
18,387
|
|
(In thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
DEPRECIATION AND AMORTIZATION
|
|
|
|
|
|
||||||
Global Power
|
$
|
4,424
|
|
|
$
|
3,988
|
|
|
$
|
3,917
|
|
Global Services
|
12,655
|
|
|
15,806
|
|
|
17,950
|
|
|||
Industrial Environmental
|
10,345
|
|
|
8,197
|
|
|
—
|
|
|||
Segment depreciation and amortization
|
27,424
|
|
|
27,991
|
|
|
21,867
|
|
|||
Corporate
|
7,508
|
|
|
4,445
|
|
|
1,163
|
|
|||
Total depreciation and amortization
|
$
|
34,932
|
|
|
$
|
32,436
|
|
|
$
|
23,030
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
REVENUES
(1)
|
|
|
|
|
|
||||||
United States
|
$
|
1,034,653
|
|
|
$
|
934,397
|
|
|
$
|
1,144,853
|
|
Canada
|
134,276
|
|
|
136,382
|
|
|
235,815
|
|
|||
United Kingdom
|
126,285
|
|
|
61,972
|
|
|
20,042
|
|
|||
Denmark
|
116,064
|
|
|
65,436
|
|
|
56,336
|
|
|||
Dominican Republic
|
82,916
|
|
|
27,399
|
|
|
473
|
|
|||
Vietnam
|
46,803
|
|
|
3,829
|
|
|
1,946
|
|
|||
China
|
41,921
|
|
|
53,005
|
|
|
52,932
|
|
|||
Chile
|
19,503
|
|
|
15,686
|
|
|
9,240
|
|
|||
Germany
|
19,233
|
|
|
22,792
|
|
|
22,869
|
|
|||
Sweden
|
18,302
|
|
|
29,786
|
|
|
37,823
|
|
|||
India
|
13,108
|
|
|
5,070
|
|
|
4,670
|
|
|||
France
|
6,377
|
|
|
6,188
|
|
|
2,173
|
|
|||
Finland
|
6,113
|
|
|
4,926
|
|
|
—
|
|
|||
Poland
|
5,437
|
|
|
3,343
|
|
|
1,748
|
|
|||
Columbia
|
4,904
|
|
|
8,037
|
|
|
44,622
|
|
|||
Italy
|
4,671
|
|
|
3,540
|
|
|
2,532
|
|
|||
Netherlands
|
4,651
|
|
|
1,441
|
|
|
8,099
|
|
|||
Thailand
|
4,606
|
|
|
8,113
|
|
|
2,650
|
|
|||
South Africa
|
4,486
|
|
|
3,137
|
|
|
2,208
|
|
|||
South Korea
|
4,358
|
|
|
14,149
|
|
|
5,926
|
|
|||
Saudi Arabia
|
4,220
|
|
|
8,003
|
|
|
8,200
|
|
|||
Greenland
|
3,172
|
|
|
920
|
|
|
—
|
|
|||
Mexico
|
2,933
|
|
|
2,344
|
|
|
3,461
|
|
|||
Australia
|
2,817
|
|
|
2,540
|
|
|
1,808
|
|
|||
Spain
|
2,311
|
|
|
1,102
|
|
|
640
|
|
|||
Brazil
|
2,176
|
|
|
3,156
|
|
|
2,751
|
|
|||
Malaysia
|
2,173
|
|
|
706
|
|
|
1,808
|
|
|||
Taiwan
|
2,141
|
|
|
1,007
|
|
|
1,144
|
|
|||
Tunisia
|
1,868
|
|
|
169
|
|
|
—
|
|
|||
Indonesia
|
1,730
|
|
|
5,324
|
|
|
6,227
|
|
|||
Other Countries
|
33,087
|
|
|
52,130
|
|
|
84,655
|
|
|||
|
$
|
1,757,295
|
|
|
$
|
1,486,029
|
|
|
$
|
1,767,651
|
|
(1)
|
We allocate geographic revenues based on the location of the customer's operations.
|
NET PROPERTY, PLANT AND EQUIPMENT
|
|||||||||||
United States
|
$
|
88,840
|
|
|
$
|
82,209
|
|
|
$
|
77,993
|
|
Canada
|
1,201
|
|
|
3,757
|
|
|
6,581
|
|
|||
China
|
13,956
|
|
|
12,356
|
|
|
10,980
|
|
|||
Mexico
|
24,643
|
|
|
12,106
|
|
|
8,312
|
|
|||
United Kingdom
|
8,070
|
|
|
8,638
|
|
|
9,414
|
|
|||
Denmark
|
6,265
|
|
|
6,963
|
|
|
8,715
|
|
|||
Germany
|
1,270
|
|
|
1,536
|
|
|
2,060
|
|
|||
Other Countries
|
1,472
|
|
|
7,672
|
|
|
6,852
|
|
|||
|
$
|
145,717
|
|
|
$
|
135,237
|
|
|
$
|
130,907
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except shares and per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations
|
$
|
16,338
|
|
|
$
|
(12,256
|
)
|
|
$
|
140,189
|
|
Income (loss) from discontinued operations, net of tax
|
2,803
|
|
|
(14,272
|
)
|
|
34,338
|
|
|||
Net income (loss) attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
19,141
|
|
|
$
|
(26,528
|
)
|
|
$
|
174,527
|
|
|
|
|
|
|
|
||||||
Weighted average common shares used to calculate basic earnings per common share
|
53,487,071
|
|
|
54,238,631
|
|
|
55,950,875
|
|
|||
Dilutive effect of stock options, restricted stock and performance shares
(1)
|
221,912
|
|
|
—
|
|
|
391,834
|
|
|||
Weighted average common shares used to calculate diluted earnings per common share
|
53,708,983
|
|
|
54,238,631
|
|
|
56,342,709
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.31
|
|
|
$
|
(0.23
|
)
|
|
$
|
2.51
|
|
Discontinued operations
|
$
|
0.05
|
|
|
(0.26
|
)
|
|
0.61
|
|
||
Basic earnings (loss) per common share
|
$
|
0.36
|
|
|
$
|
(0.49
|
)
|
|
$
|
3.12
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.30
|
|
|
$
|
(0.23
|
)
|
|
$
|
2.49
|
|
Discontinued operations
|
$
|
0.06
|
|
|
(0.26
|
)
|
|
0.61
|
|
||
Diluted earnings (loss) per common share
|
$
|
0.36
|
|
|
$
|
(0.49
|
)
|
|
$
|
3.10
|
|
(1)
|
At
December 31, 2015
and
2013
, we excluded from the diluted share calculation
1,286,102
and
221,113
shares, respectively, related to stock options, as their effect would have been anti-dilutive.
|
(In thousands, except per share amounts)
|
Year Ended December 31, 2015
Quarter Ended |
||||||||||||||
|
March 31, 2015
|
|
June 30, 2015
|
|
Sept. 30, 2015
|
|
Dec. 31, 2015
|
||||||||
Revenues
|
$
|
397,155
|
|
|
$
|
437,485
|
|
|
$
|
419,977
|
|
|
$
|
502,678
|
|
Gross profit
|
$
|
83,397
|
|
|
$
|
81,884
|
|
|
$
|
77,922
|
|
|
$
|
64,954
|
|
Operating income (loss)
(1)
|
$
|
17,343
|
|
|
$
|
4,859
|
|
|
$
|
9,632
|
|
|
$
|
(9,973
|
)
|
Equity in income (loss) of investees
|
$
|
(2,071
|
)
|
|
$
|
967
|
|
|
$
|
1,047
|
|
|
$
|
(185
|
)
|
Net income (loss) attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
12,689
|
|
|
$
|
5,487
|
|
|
$
|
6,169
|
|
|
$
|
(5,204
|
)
|
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing
|
$
|
0.21
|
|
|
$
|
0.08
|
|
|
$
|
0.11
|
|
|
$
|
(0.10
|
)
|
Discontinued
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing
|
$
|
0.21
|
|
|
$
|
0.08
|
|
|
$
|
0.11
|
|
|
$
|
(0.10
|
)
|
Discontinued
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes equity in income of investees.
|
(In thousands, except per share amounts)
|
Year Ended December 31, 2014
Quarter Ended |
||||||||||||||
|
March 31, 2014
|
|
June 30, 2014
|
|
Sept. 30, 2014
|
|
Dec. 31, 2014
|
||||||||
Revenues
|
$
|
312,078
|
|
|
$
|
327,379
|
|
|
$
|
402,016
|
|
|
$
|
444,556
|
|
Gross profit
|
$
|
56,851
|
|
|
$
|
69,028
|
|
|
$
|
88,370
|
|
|
$
|
4,784
|
|
Operating income (loss)
(1)
|
$
|
4,515
|
|
|
$
|
3,170
|
|
|
$
|
25,542
|
|
|
$
|
(71,202
|
)
|
Equity in income (loss) of investees
|
$
|
2,366
|
|
|
$
|
433
|
|
|
$
|
2,859
|
|
|
$
|
3,023
|
|
Net income (loss) attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
11,089
|
|
|
$
|
4,936
|
|
|
$
|
5,609
|
|
|
$
|
(48,162
|
)
|
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing
|
$
|
0.13
|
|
|
$
|
0.03
|
|
|
$
|
0.24
|
|
|
$
|
(0.63
|
)
|
Discontinued
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing
|
$
|
0.13
|
|
|
$
|
0.03
|
|
|
$
|
0.24
|
|
|
$
|
(0.63
|
)
|
Discontinued
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
(1)
|
Includes equity in income of investees.
|
Name
|
Age
|
Position
|
Jenny L. Apker
|
58
|
Senior Vice President and Chief Financial Officer
|
Mark A. Carano
|
46
|
Senior Vice President, Corporate Development and Treasurer
|
E. James Ferland
|
49
|
Chairman and Chief Executive Officer
|
Elias Gedeon
|
56
|
Senior Vice President and Chief Business Development Officer
|
Peter J. Goumas
|
52
|
Senior Vice President, Operations
|
J. André Hall
|
50
|
Senior Vice President, General Counsel and Corporate Secretary
|
Daniel W. Hoehn
|
37
|
Vice President, Controller and Chief Accounting Officer
|
Mark S. Low
|
59
|
Senior Vice President, Global Services
|
Wendy S. Radtke
|
46
|
Senior Vice President and Chief Human Resource Officer
|
D. Paul Scavuzzo
|
51
|
Senior Vice President, Global Power
|
Kenneth Zak
|
57
|
Senior Vice President, Industrial Environmental
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options
and rights
|
|
Weighted-average
exercise price
of outstanding
options and rights
|
|
Number of
securities
remaining
available for
future issuance
|
||||
Equity compensation plans approved by security holders
|
3,407,964
|
|
|
$
|
18.32
|
|
|
2,022,397
|
|
Exhibit Number
|
|
Description
|
|
|
|
2.1*
|
|
Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
3.2
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.1
|
|
Tax Sharing Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.2
|
|
Employee Matters Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.3
|
|
Transition Services Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company, as service provider, and Babcock & Wilcox Enterprises, Inc., as service receiver (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.4
|
|
Transition Services Agreement, dated as of June 8, 2015, between Babcock & Wilcox Enterprises, Inc., as service provider, and The Babcock & Wilcox Company, as service receiver (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.5
|
|
Assumption and Loss Allocation Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company (incorporated by reference to Exhibit 10.5 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.6
|
|
Reinsurance Novation and Assumption Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company (incorporated by reference to Exhibit 10.6 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.7
|
|
Novation and Assumption Agreement, dated as of June 19, 2015, by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company (incorporated by reference to Exhibit 10.7 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.8†
|
|
2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.8 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.9†
|
|
Babcock & Wilcox Enterprises, Inc. Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.9 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.10†
|
|
Babcock & Wilcox Enterprises, Inc. Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.10 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.11†
|
|
Supplemental Executive Retirement Plan of Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.11 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.12†
|
|
Babcock & Wilcox Enterprises, Inc. Defined Contribution Restoration Plan (incorporated by reference to Exhibit 10.12 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.13
|
|
Intellectual Property Agreement, dated as of June 26, 2015, between Babcock & Wilcox Power Generation Group, Inc. and BWXT Foreign Holdings, LLC (incorporated by reference to Exhibit 10.13 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.14
|
|
Intellectual Property Agreement, dated as of June 27, 2015, between Babcock & Wilcox Technology, Inc. and Babcock & Wilcox Investment Company (incorporated by reference to Exhibit 10.14 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.15
|
|
Intellectual Property Agreement, dated as of May 29, 2015, between Babcock & Wilcox Canada Ltd. and B&W PGG Canada Corp. (incorporated by reference to Exhibit 10.15 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.16
|
|
Intellectual Property Agreement, dated as of May 29, 2015, between Babcock & Wilcox mPower, Inc. and Babcock & Wilcox Power Generation Group, Inc. (incorporated by reference to Exhibit 10.16 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.17
|
|
Intellectual Property Agreement, dated as of June 26, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.17 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.18
|
|
Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.18 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.19†
|
|
Form of Change-in-Control Agreement, by and between Babcock & Wilcox Enterprises, Inc. and certain officers (incorporated by reference to Exhibit 10.19 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))
|
10.20†
|
|
Form of Restricted Stock Grant Agreement (Spin-off Award) (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))
|
10.21†
|
|
Form of Restricted Stock Units Grant Agreement (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))
|
10.22†
|
|
Form of Stock Option Grant Agreement (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))
|
10.23†
|
|
Form of Performance Restricted Stock Unit Agreement
|
10.24
|
|
Form of Director and Officer Indemnification Agreement
|
21.1
|
|
Significant Subsidiaries of the Registrant
|
23.1
|
|
Consent of Deloitte & Touche LLP
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
|
32.1
|
|
Section 1350 certification of Chief Executive Officer
|
32.2
|
|
Section 1350 certification of Chief Financial Officer
|
95
|
|
Mine Safety Disclosure
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
BABCOCK & WILCOX ENTERPRISES, INC.
|
|
|
|
|
|
|
|
/s/ E. James Ferland
|
February 25, 2016
|
|
By:
|
E. James Ferland
|
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ E. James Ferland
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
E. James Ferland
|
|
|
|
|
|
/s/ Jenny L. Apker
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Representative)
|
Jenny L. Apker
|
|
|
|
|
|
/s/ Daniel W. Hoehn
|
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Representative)
|
Daniel W. Hoehn
|
|
|
|
|
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/s/ Thomas A. Christopher
|
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Director
|
Thomas A. Christopher
|
|
|
|
|
|
/s/ Cynthia S. Dubin
|
|
Director
|
Cynthia S. Dubin
|
|
|
|
|
|
/s/ Brian K. Ferraioli
|
|
Director
|
Brian K. Ferraioli
|
|
|
|
|
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/s/ Stephen G. Hanks
|
|
Director
|
Stephen G. Hanks
|
|
|
|
|
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/s/ Anne R. Pramaggiore
|
|
Director
|
Anne R. Pramaggiore
|
|
|
|
|
|
/s/ Larry L. Weyers
|
|
Director
|
Larry L. Weyers
|
|
•
|
on the third anniversary of the Date of Grant, provided you are still employed by B&W (with the number in which you vest determined as described in the “Number of Performance RSUs” provision below);
|
•
|
100% of the Initial Performance RSUs shall become vested prior to the third anniversary of the Date of Grant of on the earliest to occur of: (a) the date of termination of your employment from BW due to death, (b) your Disability or (c) a Change in Control, but only to the extent provided under the heading “Change in Control Vesting” below; and
|
•
|
the Committee may provide for additional vesting under other circumstances, in its sole discretion, to the extent permitted under the Plan.
|
(a)
|
If you remain employed by BW throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you will become 100% vested in all unvested RSUs evidenced by this Agreement upon the Change in Control, except to the extent that an award meeting the requirements of section (d) of this “Change in Control Vesting” paragraph below (a “
Replacement Award
”) is provided to you in accordance with such section (d) to replace, adjust or continue the award of the RSUs covered by this Agreement (the “
Replaced Award
”). If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control.
|
(b)
|
If, upon or after receiving a Replacement Award, you experience a termination of employment with BW (or any successor) (the “
Successor
”) by reason of you terminating employment for Good Reason or the Successor terminating your employment other than for Cause, in each case within a period of two years after the Change in Control and during the vesting period set forth in the “Vesting Requirements” paragraph, you shall become 100% vested in the Replacement Award upon such termination.
|
(c)
|
If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be vested at the time of such Change in Control and will be paid as provided for in the “Settlement of RSUs” paragraph below.
|
(d)
|
For purposes of this Agreement, a “
Replacement Award
” means an award: (i) of the same type (e.g., restricted stock units) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this section (d) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
|
(e)
|
For purposes of this Agreement, “
Cause
” means: (i) your willful and continued failure to perform substantially your duties with the Company or an Affiliate (occasioned by reason other than your physical or mental illness or disability) after a written demand for substantial performance is delivered to you by BW which specifically identifies the manner in which BW believes that you have not substantially performed your duties, after which you shall have thirty (30) days to defend or remedy such failure to substantially perform your duties; (ii) your willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to BW; or (iii) your conviction with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony. The cessation of your employment under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, you are guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.
|
(f)
|
A termination “
for Good Reason
” shall mean your termination of employment with the Successor as a result of the initial occurrence, without your consent, of one or more of the following events:
|
(i)
|
a material diminution in your duties or responsibilities from those applicable immediately before the date on which a Change in Control occurs;
|
(ii)
|
a material reduction in your annual rate of base salary or target bonus as in effect on the Change in Control or as either of the same may be increased from time to time thereafter;
|
(iii)
|
a material reduction in the amount of your annual target long-term incentive compensation opportunity (whether payable in cash, common stock or a combination thereof) as in effect on the Change in Control or as the same may be increased from time to time thereafter, unless such material reduction applies to all similarly situated executives of BW and the parent corporation resulting from the Change in Control; and provided that for the avoidance of doubt, a material reduction of such annual target long-term incentive compensation opportunity shall not be deemed to occur if such opportunity becomes payable solely in cash; or
|
(iv)
|
a change in the location of your principal place of employment with BW by more than fifty (50) miles from the location where you were principally employed immediately before the Change in Control without your consent.
|
(a)
|
No Deferral Election or Change in Control
. If you have not made a permitted deferral election and settlement is not occurring in connection with or following a Change in Control, vested Performance RSUs shall be settled in shares of BW common stock, which shares shall be distributed as soon as administratively practicable after the Settlement Date (as defined below), but in no event later than March 15 following the end of the calendar year in which the Settlement Date occurs.
|
(b)
|
Change in Control
.
|
(i)
|
Notwithstanding anything in this Agreement to the contrary, to the extent any Performance RSUs are vested as of a Change in Control, such vested Performance RSUs shall be settled in shares of BW common stock within 10 business days of the Change in Control.
|
(ii)
|
Notwithstanding anything in this Agreement to the contrary, if, during the two-year period following a Change in Control, you experience a qualifying termination of employment (as described in section (b) of the “Change in Control Vesting” paragraph above), the Performance RSUs that are vested as of the date of such termination of employment shall be paid within 10 business days of such termination of employment to the extent they have not been previously paid to you.
|
(c)
|
Deferral Election
. If selected by the Committee, you may choose to defer receipt of Performance RSUs under the Plan by executing a valid deferral election form in accordance with Section 409A of the Internal Revenue Code of 1986, as amended from time to time. If you have made a permitted deferral election, shares shall be distributed on the Settlement Date.
|
(d)
|
Definition of “Settlement Date”.
For purposes of this Agreement, “Settlement Date” means either: (i) the applicable Vesting Date or, in the event you made a permitted deferral election pursuant to the Plan with respect to this grant, (ii) the date(s) of the applicable distribution event in accordance with such deferral election.
|
Title:
|
Chairman, President and Chief Executive Officer
|
Name of Company
|
Jurisdiction of
Organization
|
Percentage of Ownership Interest
|
Americon Equipment Services, Inc.
|
Delaware
|
100
|
Americon, Inc.
|
Delaware
|
100
|
B&W de Panama, Inc.
|
Panama
|
100
|
B&W PGG Luxembourg Canada Holdings SARL
|
Luxembourg
|
100
|
B&W PGG Luxembourg Finance SARL
|
Luxembourg
|
100
|
B&W PGG Luxembourg Holdings SARL
|
Luxembourg
|
100
|
Babcock & Wilcox Beijing Company, Ltd.
|
China
|
50
|
Babcock & Wilcox Construction Co., Inc.
|
Delaware
|
100
|
Babcock & Wilcox de Monterrey, S.A. de C.V.
|
Mexico
|
100
|
Babcock & Wilcox Ebensburg Power, LLC
|
Delaware
|
100
|
Babcock & Wilcox Equity Investments, LLC
|
Delaware
|
100
|
Babcock & Wilcox Global Sales & Services - Chile SpA
|
Chile
|
100
|
Babcock & Wilcox Global Sales & Services SARL
|
Luxembourg
|
100
|
Babcock & Wilcox Holdings, Inc.
|
Delaware
|
100
|
Babcock & Wilcox India Holdings, Inc.
|
Delaware
|
100
|
Babcock & Wilcox India Private Limited
|
India
|
100
|
Babcock & Wilcox International Investments Co., Inc.
|
Panama
|
100
|
Babcock & Wilcox International Sales and Service Corporation
|
Delaware
|
100
|
Babcock & Wilcox International, Inc.
|
Delaware
|
100
|
Babcock & Wilcox MEGTEC Holdings, Inc.
|
Delaware
|
100
|
Babcock & Wilcox Monterrey Finance SARL
|
Luxembourg
|
100
|
Babcock & Wilcox Power Generation Group Canada Corp.
|
Nova Scotia
|
100
|
Babcock & Wilcox Singapore Pte. Ltd.
|
Singapore
|
100
|
Babcock & Wilcox Slovakia s.r.o.
|
Slovakia
|
100
|
Babcock & Wilcox Technology, LLC
|
Delaware
|
100
|
Babcock & Wilcox UK Ltd.
|
United Kingdom
|
100
|
Babcock & Wilcox Volund A/S
|
Denmark
|
100
|
BWL Energy (Teesside) Ltd.
|
Northern Ireland
|
50
|
Dampkraft Insurance Company
|
South Carolina
|
100
|
Delta Power Services, LLC
|
Delaware
|
100
|
Diamond Operating Co., Inc.
|
Delaware
|
100
|
Diamond Power (Australia) Pty. Limited
|
Australia
|
*
|
Diamond Power Australia Holdings, Inc.
|
Delaware
|
100
|
Diamond Power Central & Eastern Europe s.r.o.
|
Czech Republic
|
100
|
Diamond Power China Holdings, Inc.
|
Delaware
|
100
|
Diamond Power do Brasil Limitada
|
Brazil
|
100
|
Diamond Power Equity Investments, Inc.
|
Delaware
|
100
|
Diamond Power Finland OY
|
Finland
|
100
|
Diamond Power Germany GmbH
|
Germany
|
95
|
Name of Company
|
Jurisdiction of
Organization
|
Percentage of Ownership Interest
|
Diamond Power International, Inc.
|
Delaware
|
100
|
Diamond Power Machine (Hubei) Co., Inc.
|
China
|
50
|
Diamond Power Services S.E.A. Ltd.
|
Thailand
|
50
|
Diamond Power Specialty (Proprietary) Limited
|
Republic of South Africa
|
100
|
Diamond Power Specialty Limited
|
United Kingdom
|
100
|
Diamond Power Sweden AB
|
Sweden
|
100
|
DPS Anson, LLC
|
Delaware
|
100
|
DPS Berlin, LLC
|
Delaware
|
100
|
DPS Cadillac, LLC
|
Delaware
|
100
|
DPS Florida, LLC
|
Delaware
|
100
|
DPS Gregory, LLC
|
Delaware
|
100
|
DPS Mecklenburg, LLC
|
Delaware
|
100
|
DPS Piedmont, LLC
|
Delaware
|
100
|
Ebensburg Energy, LLC
|
Delaware
|
100
|
Ebensburg Investors Limited Partnership
|
Pennsylvania
|
100
|
Ebensburg Power Company
|
Pennsylvania
|
100
|
Gotaverken Miljo AB
|
Sweden
|
100
|
Greenbank Terotech Pty. Limited
|
Australia
|
*
|
Halley & Mellowes Pty. Ltd.
|
Australia
|
50
|
Loibl Allen-Sherman-Hoff GmbH
|
Germany
|
100
|
Measurement Resources Pty. Ltd.
|
Australia
|
*
|
MEGTEC Energy & Environmental LLC
|
Delaware
|
100
|
MEGTEC Environmental Limited
|
United Kingdom
|
100
|
MEGTEC IEPG BV
|
Netherlands
|
100
|
MEGTEC India Holdings, LLC
|
Delaware
|
100
|
MEGTEC Systems AB
|
Sweden
|
100
|
MEGTEC Systems Amal AB
|
Sweden
|
100
|
MEGTEC Systems Australia, Inc.
|
Delaware
|
100
|
MEGTEC Systems India Private Ltd.
|
India
|
100
|
MEGTEC Systems Limited
|
United Kingdom
|
100
|
MEGTEC Systems S.A.S.
|
France
|
100
|
MEGTEC Systems Shanghai Ltd.
|
China
|
100
|
MEGTEC Systems, Inc.
|
Delaware
|
100
|
MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.
|
China
|
100
|
MEGTEC TurboSonic Inc.
|
Ontario
|
100
|
MEGTEC TurboSonic Technologies, Inc.
|
Delaware
|
100
|
MTS Asia, Inc.
|
Delaware
|
100
|
MTS Environmental GmbH
|
Germany
|
100
|
O&M Holding Company
|
Delaware
|
100
|
P. T. Babcock & Wilcox Asia
|
Indonesia
|
100
|
Palm Beach Resource Recovery Corporation
|
Florida
|
100
|
POGC Sensor Technology Pty. Limited
|
Australia
|
*
|
Power Systems Operations, Inc.
|
Delaware
|
100
|
1.
|
I have reviewed this annual report on Form 10-K of Babcock & Wilcox Enterprises, Inc.;
|
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 officer(s) 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)) 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.
|
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
|
c.
|
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 Company’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 officer(s) 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/ E. James Ferland
|
|
E. James Ferland
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Babcock & Wilcox Enterprises, Inc.;
|
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 officer(s) 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.
|
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
|
c.
|
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 Company’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 officer(s) 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/ Jenny L. Apker
|
|
Jenny L. Apker
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
B&W’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W.
|
Dated: February 25, 2016
|
/s/ E. James Ferland
|
|
E. James Ferland
|
|
Chairman and Chief Executive Officer
|
(1)
|
B&W’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W.
|
Dated: February 25, 2016
|
/s/ Jenny L. Apker
|
|
Jenny L. Apker
|
|
Senior Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA
Identification Number
|
|
Section 104 S&S Citations (#)
|
|
Section 104(b) Orders (#)
|
|
Section 104(d) Citations and Orders (#)
|
|
Section 110(b)(2) Violations (#)
|
|
Section 107(a) Orders (#)
|
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
|
Total Number of Mining Related Fatalities (#)
|
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
|
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)
|
|
Legal Actions Pending as of 12/31/2015 (#)
|
|
Legal Actions Initiated During Period (#)
|
|
Legal Actions Resolved During Period (#)
|
||||||||||
Revloc Refuse Site
ID # 3608032
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
No
|
|
No
|
|
0
|
|
|
0
|
|
|
0
|
|
•
|
contests of citations and orders -
0
|
•
|
contests of proposed penalties -
0
|
•
|
complaints for compensation -
0
|
•
|
complaints of discharge -
0
|
•
|
applications for temporary relief -
0
|
•
|
appeals of judges' decisions or orders to the FMSHRC -
0
|