Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 15, 2013 | |
Document Documentand Entity Information [Abstract] | ||
Entity Registrant Name | CHICAGO BRIDGE & IRON CO N V | |
Trading Symbol | CBI | |
Entity Central Index Key | 1027884 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 107,507,353 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ||||
Revenue | $2,992,050 | $1,446,942 | $8,094,270 | $3,947,738 |
Cost of revenue | 2,675,481 | 1,258,052 | 7,234,466 | 3,446,699 |
Gross profit | 316,569 | 188,890 | 859,804 | 501,039 |
Selling and administrative expense | 93,699 | 52,860 | 280,564 | 168,484 |
Intangibles amortization | 17,411 | 5,996 | 42,682 | 18,125 |
Equity earnings | -5,734 | -705 | -16,137 | -6,515 |
Other operating expense (income), net | 3,800 | -946 | 2,136 | -1,184 |
Acquisition-related costs | 5,257 | 3,500 | 76,477 | 5,000 |
Income from operations | 202,136 | 128,185 | 474,082 | 317,129 |
Interest expense | -22,569 | -6,826 | -66,072 | -11,769 |
Interest income | 1,340 | 1,962 | 5,209 | 6,437 |
Income before taxes | 180,907 | 123,321 | 413,219 | 311,797 |
Income tax expense | -47,944 | -37,068 | -117,684 | -91,726 |
Net income | 132,963 | 86,253 | 295,535 | 220,071 |
Less: Net income attributable to noncontrolling interests | -15,275 | -6,022 | -38,196 | -8,033 |
Net income attributable to CB&I | 117,688 | 80,231 | 257,339 | 212,038 |
Net income attributable to CB&I per share: | ||||
Basic (in dollars per share) | $1.10 | $0.83 | $2.44 | $2.19 |
Diluted (in dollars per share) | $1.08 | $0.82 | $2.41 | $2.16 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 107,277 | 96,399 | 105,398 | 96,684 |
Diluted (in shares) | 108,665 | 97,814 | 106,874 | 98,231 |
Cash dividends on shares: | ||||
Amount | $5,370 | $4,836 | $16,078 | $14,553 |
Per share (in dollars per share) | $0.05 | $0.05 | $0.15 | $0.15 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $132,963 | $86,253 | $295,535 | $220,071 |
Other comprehensive income (loss), net of tax: | ||||
Change in cumulative translation adjustment | 24,950 | 9,573 | -7,132 | 4,777 |
Change in unrealized fair value of cash flow hedges | -2,980 | 111 | 2,327 | 800 |
Change in unrecognized prior service pension credits/costs | -86 | -117 | -398 | -440 |
Change in unrecognized actuarial pension gains/losses | -3,094 | -488 | 2,190 | 1,372 |
Comprehensive income | 151,753 | 95,332 | 292,522 | 226,580 |
Less: Net income attributable to noncontrolling interests | -15,275 | -6,022 | -38,196 | -8,033 |
Less: Change in cumulative translation adjustment attributable to noncontrolling interests | -2,510 | -900 | -1,006 | -1,425 |
Comprehensive income attributable to CB&I | $133,968 | $88,410 | $253,320 | $217,122 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents ($216,982 and $142,285 related to variable interest entities (VIEs)) | $542,963 | $643,395 |
Restricted cash (related to the Shaw Acquisition) | 0 | 800,000 |
Accounts receivable, net ($208,362 and $63,649 related to VIEs) | 1,391,720 | 752,985 |
Inventory | 316,496 | 32,319 |
Costs and estimated earnings in excess of billings ($93,638 and $38,967 related to VIEs) | 731,384 | 303,540 |
Deferred income taxes | 595,560 | 88,681 |
Other current assets | 146,050 | 100,635 |
Total current assets | 3,724,173 | 2,721,555 |
Equity investments | 86,936 | 97,267 |
Property and equipment, net ($24,410 and $0 related to VIEs) | 769,441 | 285,871 |
Deferred income taxes | 50,382 | 73,201 |
Goodwill | 3,754,344 | 926,711 |
Other intangibles, net | 597,652 | 166,308 |
Other non-current assets ($25,686 and $0 related to VIEs) | 154,607 | 58,762 |
Total assets | 9,137,535 | 4,329,675 |
Liabilities | ||
Revolving facility debt | 244,000 | 0 |
Current maturities of long-term debt | 93,750 | 0 |
Accounts payable ($276,252 and $87,301 related to VIEs) | 1,091,784 | 654,504 |
Accrued liabilities | 686,355 | 354,700 |
Billings in excess of costs and estimated earnings ($41,072 and $39,105 related to VIEs) | 2,581,555 | 758,938 |
Deferred income taxes | 8,326 | 4,380 |
Total current liabilities | 4,705,770 | 1,772,522 |
Long-term debt | 1,650,000 | 800,000 |
Other non-current liabilities | 378,768 | 272,443 |
Deferred income taxes | 164,535 | 88,400 |
Total liabilities | 6,899,073 | 2,933,365 |
Total liabilities | ||
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 107,857 and 101,523; shares outstanding: 107,404 and 96,835 | 1,275 | 1,190 |
Additional paid-in capital | 745,100 | 363,417 |
Retained earnings | 1,542,003 | 1,300,742 |
Stock held in trust | 0 | -3,031 |
Treasury stock, at cost: 453 and 4,688 shares | -24,317 | -193,533 |
Accumulated other comprehensive loss | -105,051 | -101,032 |
Total CB&I shareholders’ equity | 2,159,010 | 1,367,753 |
Noncontrolling interests | 79,452 | 28,557 |
Total shareholders’ equity | 2,238,462 | 1,396,310 |
Total liabilities and shareholders’ equity | $9,137,535 | $4,329,675 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) | Variable Interest Entity, Primary Beneficiary | Variable Interest Entity, Primary Beneficiary |
USD ($) | USD ($) | |||||
Cash and cash equivalents related to variable interest entities (VIEs) | $542,963 | $643,395 | $216,982 | $142,285 | ||
Accounts receivable, net related to VIEs | 1,391,720 | 752,985 | 208,362 | 63,649 | ||
Costs and estimated earnings in excess of billings related to VIEs | 731,384 | 303,540 | 93,638 | 38,967 | ||
Property and equipment, net related to VIEs | 769,441 | 285,871 | 24,410 | 0 | ||
Other non-current assets related to VIEs | 154,607 | 58,762 | 25,686 | 0 | ||
Accounts payable related to VIEs | 1,091,784 | 654,504 | 276,252 | 87,301 | ||
Billings in excess of costs and estimated earnings related to VIEs | $2,581,555 | $758,938 | $41,072 | $39,105 | ||
Common stock, par value (in euros per share) | € 0.01 | € 0.01 | ||||
Common stock, shares authorized | 250,000 | 250,000 | 250,000 | 250,000 | ||
Common stock, shares issued | 107,857 | 107,857 | 101,523 | 101,523 | ||
Common stock, shares outstanding | 107,404 | 107,404 | 96,835 | 96,835 | ||
Treasury stock, shares | 453 | 453 | 4,688 | 4,688 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows from Operating Activities | ||
Net income | $295,535 | $220,071 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 130,685 | 50,511 |
Deferred taxes | 154,830 | 44,710 |
Stock-based compensation expense | 51,220 | 34,805 |
Equity earnings | 16,137 | 6,515 |
Gain on property and equipment transactions | -2,186 | -1,184 |
Unrealized loss on foreign currency hedge ineffectiveness | 499 | 115 |
Excess tax benefits from stock-based compensation | -11,192 | -18,054 |
Change in operating assets and liabilities: | ||
Increase in receivables, net | -242,507 | -211,427 |
Change in contracts in progress, net | -385,098 | -133,930 |
Increase in inventory | -11,985 | -915 |
(Decrease) increase in accounts payable | -98,338 | 105,958 |
Decrease in other current and non-current assets | 43,279 | 10,923 |
(Decrease) increase in accrued and other non-current liabilities | -136,656 | 24,495 |
Decrease in equity investments | 33,575 | 20,286 |
Change in other, net | 497 | -1,637 |
Net cash (used in) provided by operating activities | -193,979 | 138,212 |
Cash Flows from Investing Activities | ||
Shaw Acquisition, net of unrestricted cash acquired | -1,713,333 | 0 |
Capital expenditures | -60,524 | -50,996 |
Proceeds from sale of property and equipment | 9,234 | 4,909 |
Equity investments | -1,050 | 0 |
Cash withdrawn from restricted cash and cash equivalents, net | 10,672 | 0 |
Proceeds from sale of restricted short-term investments | 18,568 | 0 |
Net cash used in investing activities | -1,797,258 | -46,087 |
Cash Flows from Financing Activities | ||
Revolving facility borrowings, net | 244,000 | 0 |
Term loan borrowings | 1,000,000 | 0 |
Excess tax benefits from stock-based compensation | 11,192 | 18,054 |
Purchase of treasury stock | -24,996 | -123,255 |
Issuance of stock | 27,846 | 8,810 |
Dividends paid | -16,078 | -14,553 |
Distributions to noncontrolling interests | -12,572 | -4,749 |
Revolving facility and deferred financing costs | -26,987 | 0 |
Net cash provided by (used in) financing activities | 1,901,483 | -115,693 |
Effect of exchange rate changes on cash and cash equivalents | -10,678 | 6,511 |
Decrease in cash and cash equivalents | -100,432 | -17,057 |
Cash and cash equivalents, beginning of the year | 643,395 | 671,811 |
Cash and cash equivalents, end of the period | 542,963 | 654,754 |
Senior Notes | ||
Cash Flows from Financing Activities | ||
Cash withdrawn from restricted cash and cash equivalents | 800,000 | 0 |
Westinghouse Bonds | ||
Cash Flows from Financing Activities | ||
Cash withdrawn from restricted cash and cash equivalents | 1,309,022 | 0 |
Repayment of debt | -1,353,694 | 0 |
Term Loan | ||
Cash Flows from Financing Activities | ||
Repayment of debt | -56,250 | 0 |
Phillips 66's E-Gas [Member] | ||
Cash Flows from Investing Activities | ||
Other acquisitions | ($60,825) | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Shaw Group Inc, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Feb. 13, 2013 |
Shaw Group Inc | |
Business Acquisition [Line Items] | |
Shaw Acquisition, cash acquired | $1,137,927 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Changes In Shareholders' Equity (USD $) | Total | Shaw Group Inc | Common Stock | Common Stock | Additional Paid-In | Additional Paid-In | Retained Earnings | Stock Held in Trust | Treasury Stock | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | Noncontrolling Interests |
In Thousands | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | |||||||||
Beginning Balance at Dec. 31, 2011 | $1,196,430 | $1,190 | $371,669 | $1,018,481 | ($9,788) | ($142,666) | ($61,152) | $18,696 | |||||
Beginning Balance (in shares) at Dec. 31, 2011 | 97,596 | 752 | 3,927 | ||||||||||
Net Income (Loss) Attributable to Parent | 212,038 | 212,038 | |||||||||||
Net income | 220,071 | 8,033 | |||||||||||
Change in cumulative translation adjustment, net | 4,777 | 3,352 | 1,425 | ||||||||||
Change in unrealized fair value of cash flow hedges, net | 800 | 800 | |||||||||||
Change in unrecognized prior service pension credits/costs | -440 | -440 | |||||||||||
Change in unrecognized actuarial pension gains/losses, net | 1,372 | 1,372 | |||||||||||
Distributions to noncontrolling interests | -4,749 | -4,749 | |||||||||||
Dividends paid ($0.15 per share) | -14,553 | -14,553 | |||||||||||
Stock-based compensation expense | 34,805 | 34,805 | |||||||||||
Release Of Trust Shares (in shares) | -435 | ||||||||||||
Release of trust shares | 5,034 | -1,715 | 6,749 | ||||||||||
Purchase of treasury stock (in shares) | -2,779 | 2,779 | |||||||||||
Purchase of treasury stock | -123,255 | -123,255 | |||||||||||
Issuance of stock (in shares) | 1,910 | -1,910 | |||||||||||
Issuance of stock | 21,917 | -46,285 | 68,202 | ||||||||||
Ending Balance at Sep. 30, 2012 | 1,342,209 | 1,190 | 358,474 | 1,215,966 | -3,039 | -197,719 | -56,068 | 23,405 | |||||
Ending Balance (in shares) at Sep. 30, 2012 | 96,727 | 317 | 4,796 | ||||||||||
Beginning Balance at Dec. 31, 2012 | 1,396,310 | 1,190 | 363,417 | 1,300,742 | -3,031 | -193,533 | -101,032 | 28,557 | |||||
Beginning Balance (in shares) at Dec. 31, 2012 | 96,835 | 316 | 4,688 | ||||||||||
Net Income (Loss) Attributable to Parent | 257,339 | 257,339 | |||||||||||
Net income | 295,535 | 38,196 | |||||||||||
Change in cumulative translation adjustment, net | -7,132 | -8,138 | 1,006 | ||||||||||
Change in unrealized fair value of cash flow hedges, net | 2,327 | 2,327 | |||||||||||
Change in unrecognized prior service pension credits/costs | -398 | -398 | |||||||||||
Change in unrecognized actuarial pension gains/losses, net | 2,190 | 2,190 | |||||||||||
Distributions to noncontrolling interests | -12,572 | -12,572 | |||||||||||
Dividends paid ($0.15 per share) | -16,078 | -16,078 | |||||||||||
Stock-based compensation expense | 51,220 | 51,220 | |||||||||||
Acquisition of The Shaw Group Inc. (in shares) | 8,893 | -2,559 | |||||||||||
The Shaw Acquisition | 513,075 | 85 | 388,600 | 100,125 | 24,265 | ||||||||
Issuance of treasury stock to trust (in shares) | 98 | 98 | -98 | ||||||||||
Issuance of treasury stock to trust | 896 | -5,245 | 4,349 | ||||||||||
Release Of Trust Shares (in shares) | -15 | -414 | 15 | ||||||||||
Release of trust shares | 4,065 | -3,355 | 8,276 | -856 | |||||||||
Purchase of treasury stock (in shares) | -467 | 467 | |||||||||||
Purchase of treasury stock | -24,996 | -24,996 | |||||||||||
Issuance of stock (in shares) | 2,060 | -2,060 | |||||||||||
Issuance of stock | 34,916 | -55,678 | 90,594 | ||||||||||
Ending Balance at Sep. 30, 2013 | $2,238,462 | $1,275 | $745,100 | $1,542,003 | $0 | ($24,317) | ($105,051) | $79,452 | |||||
Ending Balance (in shares) at Sep. 30, 2013 | 107,404 | 0 | 453 |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Changes In Shareholders' Equity (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Dividends paid, per share | $0.05 | $0.05 | $0.15 | $0.15 |
ORGANIZATION_AND_NATURE_OF_OPE
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS |
Chicago Bridge & Iron Company N.V. (“CB&I” or the “Company”) provides a wide range of services, including conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services to customers in the energy infrastructure market throughout the world, and is a provider of diversified government services. Our business is aligned into four principal operating groups: (1) Engineering, Construction and Maintenance, (2) Fabrication Services, (3) Technology, and (4) Government Solutions. See Note 16 for a description of our operating groups and related financial information. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation—The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) for CB&I have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Financial Statements include all wholly-owned subsidiaries and those entities which we are required to consolidate. See the “Partnering Arrangements” section of this footnote for further discussion of our consolidation policy for those entities that are not wholly-owned. We believe these Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of operations for the three and nine months ended September 30, 2013 and 2012, our financial position as of September 30, 2013 and our cash flows for the nine months ended September 30, 2013 and 2012. The December 31, 2012 Condensed Consolidated Balance Sheet (“Balance Sheet”) was derived from our December 31, 2012 audited Consolidated Balance Sheet. Inventory balances at December 31, 2012 have been reclassified from other current assets to conform to our September 30, 2013 presentation. | ||
We believe the disclosures accompanying these Financial Statements are adequate to make the information presented not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim reporting periods. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K (“2012 Annual Report”). | ||
Use of Estimates—The preparation of our Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We believe the most significant estimates and judgments are associated with revenue recognition for our contracts, including the recognition of incentive fees and unapproved change orders and claims; determination of fair value with respect to acquired tangible and intangible net assets; recoverability assessments that must be periodically performed with respect to long-lived tangible assets, goodwill and other intangible assets; valuation of deferred tax assets, financial instruments and inventory; the determination of liabilities related to self-insurance programs and income taxes; and consolidation determinations with respect to our partnering arrangements. If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ from those included in the accompanying Financial Statements. | ||
Revenue Recognition— Our revenue is primarily derived from long-term contracts and is generally recognized using the percentage of completion (“POC”) method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates. | ||
Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We use a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter-term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit-price basis. | ||
Contract revenue for our long-term contracts recognized under the POC method reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentive fees when the value can be reliably estimated and recovery is probable. We recognize revenue associated with unapproved change orders and claims to the extent the related costs have been incurred, the value can be reliably estimated and recovery is probable. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our recorded unapproved change orders and claims. | ||
With respect to our engineering, procurement, and construction (“EPC”) services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined. | ||
Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheet as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At September 30, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $60,100 and $37,200, respectively. Contract retentions due beyond one year were not significant at September 30, 2013 or December 31, 2012. | ||
Revenue for our service contracts that do not satisfy the criteria for revenue recognition under the POC method is recorded at the time services are performed. Revenue associated with incentive fees for these contracts is recognized when earned. | ||
Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment. | ||
Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At September 30, 2013 and December 31, 2012, allowances for doubtful accounts were approximately $1,700 and $1,300, respectively. | ||
Other Operating Expense (Income), Net—Other operating expense (income), net, generally represents losses (gains) associated with the sale or disposition of property and equipment. | ||
Acquisition-Related Costs—Acquisition-related costs during the three and nine months ended September 30, 2013 primarily included transaction costs, professional fees, and change-in-control and severance-related costs of approximately $5,300 and $76,500, respectively, associated with our acquisition of The Shaw Group, Inc. (“Shaw”) (the “Shaw Acquisition” or “the Acquisition”), as further described in Note 4. Comparable costs during the three and nine months ended September 30, 2012 were approximately $3,500 and $5,000, respectively. | ||
Goodwill and Other Intangible Assets—Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. As part of our annual impairment assessment in the fourth quarter of 2012, we performed a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, the first phase would screen for impairment, while the second phase, if necessary, would measure impairment. If required, the implied fair value of a reporting unit would be derived by estimating the unit’s discounted future cash flows. During the nine months ended September 30, 2013, no indicators of goodwill impairment were identified. | ||
We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. During the nine months ended September 30, 2013, no indicators of impairment were identified. See Note 6 for additional discussion of our goodwill and other intangible assets. | ||
Earnings Per Share (“EPS”)—Basic EPS is calculated by dividing net income attributable to CB&I by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of restricted shares, performance shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. See Note 3 for calculations associated with basic and diluted EPS. | ||
Cash Equivalents—Cash equivalents are considered to be all highly liquid securities with original maturities of three months or less. | ||
Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the first-in-first-out (“FIFO”) or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to a current location and condition. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory. | ||
Foreign Currency—The nature of our business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) (“AOCI”) which is net of tax, where applicable. Foreign currency exchange gains (losses) are included within cost of revenue and were immaterial for the three and nine months ended September 30, 2013 and 2012. | ||
Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below: | ||
• | Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges, are recognized within cost of revenue. | |
• | Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505,000 of our $1,000,000 unsecured term loan (the “Term Loan”). The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through September 30, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings. | |
For those contracts designated as cash flow hedges, we document all relationships between the derivative instruments and associated hedged items, as well as our risk management objectives and strategy for undertaking hedge transactions. This process includes linking all derivatives to specific firm commitments or highly probable forecasted transactions. We continually assess, at inception and on an on-going basis, the effectiveness of derivative instruments in offsetting changes in the cash flow of the designated hedged items. Hedge accounting designation is discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flow of the hedged item, including firm commitments or forecasted transactions, (2) the derivative is sold, terminated, exercised, or expires, (3) it is no longer probable that the forecasted transaction will occur, or (4) we determine that designating the derivative as a hedging instrument is no longer appropriate. See Note 10 for additional discussion of our financial instruments. | ||
Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. We continually review our facts and circumstances and as further information is known or events occur, changes in our deferred tax assets may be recorded. | ||
We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At September 30, 2013, our reserves totaled approximately $11,900, including $6,200 associated with the Shaw Acquisition. If these income tax reserves are ultimately unnecessary, approximately $8,700 would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5,200. We continually review our exposure to additional income tax obligations and, as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively. | ||
Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “venture(s)”). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture generally contracts directly with the third party customer; however, services may be performed directly by the venture, or may be performed by us or our partners, or a combination thereof. | ||
Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit. | ||
Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a variable interest entity (“VIE”) under the consolidations guidance in ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities. | ||
If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and, therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At September 30, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements. | ||
New Accounting Standards—In January 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-01, which requires companies to disclose additional information about derivative instruments that are subject to master netting arrangements (“MNAs”). See Note 10 for our applicable disclosures. | ||
In February 2013, the FASB issued ASU 2013-02, which requires companies to disclose additional information about AOCI, including changes in AOCI balances by component and significant items reclassified from AOCI into earnings. See Note 13 for our applicable disclosures. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE | |||||||||||||||
A reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS are as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income attributable to CB&I | $ | 117,688 | $ | 80,231 | $ | 257,339 | $ | 212,038 | ||||||||
Weighted average shares outstanding—basic (1) | 107,277 | 96,399 | 105,398 | 96,684 | ||||||||||||
Effect of restricted shares/performance shares/stock options (2) | 1,319 | 1,345 | 1,405 | 1,477 | ||||||||||||
Effect of directors’ deferred-fee shares | 69 | 70 | 71 | 70 | ||||||||||||
Weighted average shares outstanding—diluted | 108,665 | 97,814 | 106,874 | 98,231 | ||||||||||||
Net income attributable to CB&I per share: | ||||||||||||||||
Basic | $ | 1.1 | $ | 0.83 | $ | 2.44 | $ | 2.19 | ||||||||
Diluted | $ | 1.08 | $ | 0.82 | $ | 2.41 | $ | 2.16 | ||||||||
(1) 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition | ||||||||||||||||
(2) Antidilutive options excluded from EPS | 118 | 166 | 142 | 166 | ||||||||||||
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
ACQUISITIONS | ACQUISITIONS | |||||||||||||||
Shaw Acquisition | ||||||||||||||||
General—On July 30, 2012, we entered into a definitive agreement (the "Acquisition Agreement") to acquire Shaw, whose operations include engineering, procurement, construction, maintenance, fabrication, modularization, consulting, remediation, and program management services for electric utilities, independent and merchant power producers, government agencies, multinational and national oil companies, and industrial companies. On February 13, 2013 (the “Acquisition Closing Date”), we completed the Shaw Acquisition for a gross purchase price of $3,340,070, comprised of $2,851,260 in cash consideration and $488,810 in equity consideration. The cash consideration was funded using $1,051,260 from existing cash balances of CB&I and Shaw on the Acquisition Closing Date, and the remainder was funded using debt financing, as further described in Note 9. Shaw’s unrestricted cash balance on the Acquisition Closing Date totaled $1,137,927, and accordingly, the cash portion of our purchase price, net of cash acquired, was $1,713,333 and our total purchase price, net of cash acquired, was $2,202,143. | ||||||||||||||||
At the Acquisition Closing Date, each issued and outstanding share of Shaw common stock, no par value (other than any dissenting shares, treasury shares, or shares held by Shaw, CB&I or their respective subsidiaries), was canceled and extinguished and converted into the right to receive (i) $41.00 in cash and (ii) an amount of cash in Euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the “Acquisition Consideration”). Stock-settled and cash-settled equity-based awards relating to shares of Shaw’s common stock were either canceled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I awards on generally the same terms and conditions as prior to the Acquisition Closing Date. On the Acquisition Closing Date, we issued 8,893 shares of CB&I common stock and converted an equivalent of 1,362 shares into CB&I stock-settled equity-based awards. An equivalent of 473 shares of CB&I cash-settled equity-based awards were converted and recognized as a liability on our initial balance sheet within accrued and other non-current liabilities. | ||||||||||||||||
From the Acquisition Closing Date through September 30, 2013, revenue and income from operations associated with the Shaw Acquisition (excluding acquisition-related costs and including intangibles amortization) totaled approximately $2,884,700 and $130,000, respectively. Additionally, in connection with the Shaw Acquisition, during the three months ended September 30, 2013, we incurred approximately $20,000 and $5,300 of financing and acquisition-related costs, respectively, and during the nine months ended September 30, 2013, we incurred approximately $59,100 and $76,500 of financing and acquisition-related costs, respectively. Financing-related costs were recognized in interest expense on our Statement of Operations and included approximately $8,500 of interest and fees incurred prior to the Acquisition Closing Date, and approximately $2,000 of interest related to one-time commitments satisfied during the first quarter of 2013 (see Note 9 for further discussion). Acquisition-related costs primarily included transaction costs, professional fees, and change-in-control and severance-related costs. | ||||||||||||||||
Preliminary Purchase Price Allocation—The aggregate purchase price noted above has been allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Acquisition Closing Date, which were based, in part, upon outside preliminary appraisals for certain assets, including specifically-identified intangible assets and machinery and equipment. The excess of the purchase price over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired, totaling $2,826,450, was recorded as goodwill. | ||||||||||||||||
The following table summarizes our preliminary purchase price allocation at the Acquisition Closing Date: | ||||||||||||||||
Net tangible assets: | ||||||||||||||||
Unrestricted cash | $ | 1,137,927 | ||||||||||||||
Inventory | 272,192 | |||||||||||||||
Other current assets | 504,442 | |||||||||||||||
Property and equipment | 516,407 | |||||||||||||||
Other non-current assets | 76,258 | |||||||||||||||
Deferred income taxes, net (1) | 543,006 | |||||||||||||||
Westinghouse obligations, net (2) | (44,793 | ) | ||||||||||||||
Contracts in progress, net (3) | (1,779,871 | ) | ||||||||||||||
Accounts payable | (535,618 | ) | ||||||||||||||
Other current liabilities | (442,814 | ) | ||||||||||||||
Other non-current liabilities | (145,616 | ) | ||||||||||||||
Total net tangible assets | 101,520 | |||||||||||||||
Intangible assets (4): | ||||||||||||||||
Backlog and customer relationships | 280,800 | |||||||||||||||
Tradenames | 121,000 | |||||||||||||||
Other | 10,300 | |||||||||||||||
Total intangible assets | 412,100 | |||||||||||||||
Goodwill (5) | 2,826,450 | |||||||||||||||
Total purchase price | 3,340,070 | |||||||||||||||
Unrestricted cash acquired | (1,137,927 | ) | ||||||||||||||
Total purchase price, net of unrestricted cash acquired | $ | 2,202,143 | ||||||||||||||
-1 | Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $677,879 of deferred tax assets and $134,873 of deferred tax liabilities. | |||||||||||||||
-2 | Westinghouse Obligations—Westinghouse obligations represent the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion. | |||||||||||||||
-3 | Contracts in Progress—Included in contracts in progress is a margin fair value adjustment of approximately $650,800 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This margin fair value adjustment will be included in revenue on a POC basis as the applicable projects progress over approximately five to six years. | |||||||||||||||
-4 | Intangible Assets—Acquired intangible assets totaling $412,100 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5 years. The amortization lives and timing of amortization for all the acquired intangible assets are based on the estimated periods over which the economic benefits are anticipated to be realized. For the nine months ended September 30, 2013, amortization for these intangible assets totaled approximately $28,750. | |||||||||||||||
-5 | Goodwill—Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Our allocation of goodwill to each operating group has not been completed and, accordingly, has not been presented. Of the $2,826,450 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $44,200 is deductible for tax purposes. | |||||||||||||||
The purchase price allocation and related amortization periods are based upon preliminary information and are subject to change when additional information concerning final asset and liability valuations is obtained. We have not completed our final assessment of the fair value of purchased intangible assets, property and equipment, inventory, tax balances, contingent liabilities, long-term leases, partnering arrangements or acquired contracts. Our final purchase price allocation, to be completed in the fourth quarter 2013, may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Significant changes in our preliminary purchase price allocation since our initial estimate reported in the first quarter 2013 were primarily related to $662,085 of fair value adjustments associated with our acquired contracts, $20,570 of increases in the estimated fair value of machinery and equipment, and $239,599 of associated net adjustments to deferred taxes. | ||||||||||||||||
Supplemental Pro Forma Financial Information (Unaudited)—The following unaudited pro forma condensed combined financial information (“the pro forma financial information”) gives effect to the acquisition of Shaw by CB&I, accounted for as a business combination using the purchase method of accounting. CB&I’s fiscal year ends on December 31, while Shaw’s ended on August 31, prior to the Acquisition. To give effect to the Shaw Acquisition for pro forma financial information purposes, Shaw’s historical results were brought to within one month of CB&I’s interim results for the three and nine month periods ended September 30, 2012, and included the three and nine month periods ended August 31, 2012. The pro forma financial information reflects the Shaw Acquisition and related events as if they occurred on January 1, 2012, and gives effect to pro forma events that are directly attributable to the Acquisition, factually supportable, and expected to have a continuing impact on the combined results of CB&I and Shaw following the Acquisition. The pro forma financial information includes adjustments to: (1) exclude transaction costs, professional fees, and change-in-control and severance-related costs that were included in CB&I's and Shaw’s historical results and are not expected to be recurring; (2) exclude the results of portions of the Shaw business that were not acquired by CB&I or are not expected to have a continuing impact; (3) include additional intangibles amortization and net interest expense associated with the Shaw Acquisition; and (4) include the pro forma results of Shaw from January 1, 2013 through the Acquisition Closing Date for the nine month period ended September 30, 2013. Adjustments, net of tax, included in the pro forma net income below that were of a non-recurring nature totaled approximately $3,600 and $61,100 for the three and nine month 2013 periods, respectively, reflecting the elimination of financing and acquisition-related costs. Non-recurring adjustments to the comparable 2012 periods below totaled approximately $57,100 and $50,700, respectively, reflecting the exclusion of net income generated from portions of the Shaw business that were not acquired, as well as the elimination of acquisition-related costs. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the Acquisition. | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Pro forma revenue | $ | 2,988,550 | $ | 2,786,270 | $ | 8,584,140 | $ | 8,037,570 | ||||||||
Pro forma net income attributable to CB&I | $ | 121,344 | $ | 109,942 | $ | 321,027 | $ | 248,876 | ||||||||
Pro forma net income attributable to CB&I per share: | ||||||||||||||||
Basic | $ | 1.13 | $ | 1.04 | $ | 3 | $ | 2.36 | ||||||||
Diluted | $ | 1.12 | $ | 1.03 | $ | 2.96 | $ | 2.32 | ||||||||
Other Acquisitions | ||||||||||||||||
In May 2013, we acquired a coal gasification technology ("E-Gas") for cash consideration of approximately $60,800. The E-Gas acquisition primarily consisted of process technology intangible assets that will be amortized on a straight-line basis over a fifteen year period to match the period over which the economic benefits are anticipated to be realized. |
INVENTORY
INVENTORY | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
INVENTORY | INVENTORY | |||||||
The components of inventory at September 30, 2013 and December 31, 2012 were as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 184,452 | $ | 11,870 | ||||
Work in process | 39,393 | 1,360 | ||||||
Finished goods | 92,651 | 19,089 | ||||||
Total | $ | 316,496 | $ | 32,319 | ||||
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES | |||||||||||||||
Goodwill—At September 30, 2013 and December 31, 2012, our goodwill balances were $3,754,344 and $926,711, respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions: | ||||||||||||||||
Balance at December 31, 2012 | $ | 926,711 | ||||||||||||||
Shaw Acquisition (Note 4) | 2,826,450 | |||||||||||||||
Foreign currency translation | 5,596 | |||||||||||||||
Amortization of tax goodwill in excess of book goodwill | (4,413 | ) | ||||||||||||||
Balance at September 30, 2013 | $ | 3,754,344 | ||||||||||||||
During the nine months ended September 30, 2013, no indicators of goodwill impairment were identified and therefore no goodwill impairment charge was recorded. There can be no assurance that our future goodwill impairment analyses will not result in charges to earnings. | ||||||||||||||||
Other Intangible Assets—The following table provides a summary of our acquired finite-lived intangible assets at September 30, 2013 and December 31, 2012, including weighted-average useful lives for each major intangible asset class and in total: | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Finite-lived intangible assets (weighted average life) | ||||||||||||||||
Backlog and customer relationships (6 years) | $ | 280,800 | $ | (20,348 | ) | $ | — | $ | — | |||||||
Process technologies (15 years) | 301,109 | (85,192 | ) | 228,304 | (71,391 | ) | ||||||||||
Tradenames (4 years) | 131,504 | (11,018 | ) | 10,417 | (2,659 | ) | ||||||||||
Lease agreements (6 years) | 7,597 | (7,322 | ) | 7,409 | (6,599 | ) | ||||||||||
Non-compete agreements (7 years) | 2,979 | (2,457 | ) | 2,929 | (2,102 | ) | ||||||||||
Total (9 years) (1) | $ | 723,989 | $ | (126,337 | ) | $ | 249,059 | $ | (82,751 | ) | ||||||
-1 | The increase in intangibles during the nine months ended September 30, 2013 primarily relates to approximately $412,100 of intangibles acquired in connection with the Shaw Acquisition and approximately $60,800 acquired in connection with our acquisition of E-Gas (both as further discussed in Note 4), partially offset by amortization expense. Amortization expense for our intangibles existing at September 30, 2013 is anticipated to be approximately $59,500, $77,500, $67,700, $60,300 and $49,000 for 2013, 2014, 2015, 2016 and 2017, respectively. |
PARTNERING_ARRANGEMENTS
PARTNERING ARRANGEMENTS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
PARTNERING ARRANGEMENTS | PARTNERING ARRANGEMENTS | |||||||
As discussed in Note 2, we account for our unconsolidated ventures primarily using the equity method of accounting. Further, we consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control. | ||||||||
Unconsolidated Ventures—The following is a summary description of our material unconsolidated ventures which have been accounted for using the equity method: | ||||||||
• | Chevron-Lummus Global (“CLG”)—We have a venture with Chevron (CB&I – 50%, Chevron – 50%), to provide licenses, basic engineering services and catalyst supply for deep conversion (e.g. hydrocracking), residual hydroprocessing and lubes processing through CLG. The business primarily focuses on converting/upgrading heavy/sour crude that is produced in the refinery process to more marketable products. As sufficient capital investments in CLG have been made by the venture partners, it does not qualify as a VIE. Additionally, we do not effectively control CLG and therefore do not consolidate the venture. | |||||||
• | NET Power LLC (“NET Power”)—We have a commitment to invest up to $50,400 in cash and in-kind services in NET Power, a venture between CB&I and various other parties, formed for the purpose of developing a new fossil fuel-based power generation technology and building a demonstration unit that is intended to produce cost-effective power with little-to-no carbon dioxide emissions. Our investment funding is contingent upon demonstration of various levels of feasibility of the NET Power technology and could result in up to a 50% interest in NET Power and provide for the exclusive right to engineer, procure and construct NET Power plants. At September 30, 2013, we had cumulatively invested cash and in-kind services of approximately $6,700, including $4,500 recognized prior to the Shaw Acquisition, and had an approximate 10% interest in NET Power. Cash and in-kind contributions subsequent to the Shaw Acquisition have been expensed within our equity earnings. | |||||||
We have no other material unconsolidated ventures. | ||||||||
Consolidated Ventures—The following is a summary description of the material ventures we consolidate due to their designation as VIEs for which we are the primary beneficiary: | ||||||||
• | CB&I/Kentz—We have a venture with Kentz (CB&I—65%, Kentz—35%) to perform the structural, mechanical, piping, electrical and instrumentation work on, and to provide commissioning support for, three Liquefied Natural Gas (“LNG”) trains, including associated utilities and a domestic gas processing and compression plant, for the Gorgon LNG project, located on Barrow Island, Australia. Our CB&I/Kentz project value is approximately $4,500,000. | |||||||
• | CB&I/Clough—We have a venture with Clough (CB&I—65%, Clough—35%) to perform the EPC work for a gas conditioning plant, nearby wellheads, and associated piping and infrastructure for the Papua New Guinea LNG project, located in the Southern Highlands of Papua New Guinea. Our CB&I/Clough project value is approximately $2,000,000. | |||||||
• | CB&I/AREVA—We have a venture with AREVA (CB&I—70%, AREVA—30%) to design, license and construct a mixed oxide fuel fabrication facility in Aiken, South Carolina, which will be used to convert weapons-grade plutonium into fuel for nuclear power plants for the U.S. Department of Energy. Our CB&I/AREVA project value is approximately $5,000,000. | |||||||
All other ventures that we consolidate due to their designation as VIEs are not individually material and are therefore aggregated as "All Other" in the table below. The following table presents summarized balance sheet information for our consolidated VIEs: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
CB&I/Kentz | ||||||||
Current assets | $ | 169,471 | $ | 82,421 | ||||
Current liabilities | $ | 64,478 | $ | 39,276 | ||||
CB&I/Clough | ||||||||
Current assets | $ | 171,679 | $ | 145,666 | ||||
Current liabilities | $ | 88,072 | $ | 79,523 | ||||
CB&I/AREVA (1) | ||||||||
Current assets | $ | 117,510 | $ | — | ||||
Current liabilities | $ | 136,095 | $ | — | ||||
All Other | ||||||||
Current assets | $ | 83,681 | $ | 24,536 | ||||
Non-current assets | 50,096 | — | ||||||
Total assets | $ | 133,777 | $ | 24,536 | ||||
Current liabilities | $ | 56,957 | $ | 28,339 | ||||
(1) The CB&I/AREVA asset and liability values are based upon preliminary information and are subject to change upon finalization of our fair value assessment of the Shaw Acquisition (see Note 4). | ||||||||
The use of these ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or to complete their obligations to us, the venture, or ultimately, our customer. This could result in unanticipated costs to achieve contractual performance requirements, liquidated damages or contract disputes, including claims against our partners. |
FACILITY_REALIGNMENT_AND_CHANG
FACILITY REALIGNMENT AND CHANGE-IN-CONTROL LIABILITIES | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Restructuring and Related Activities [Abstract] | ||||
FACILITY REALIGNMENT AND CHANGE-IN-CONTROL LIABILITIES | FACILITY REALIGNMENT AND CHANGE-IN-CONTROL LIABILITIES | |||
At September 30, 2013 and December 31, 2012, we had a facility realignment liability related to the recognition of future operating lease expense for unutilized facility capacity where we remain contractually obligated to a lessor. The liability was recognized within accrued liabilities and other non-current liabilities, as applicable, based upon the anticipated timing of payment. Additionally, we had change-in-control obligations of approximately $37,000 associated with the Shaw Acquisition that were paid in the third quarter 2013. The following table summarizes the movements in the facility realignment and change-in-control liabilities during the nine months ended September 30, 2013: | ||||
Balance at December 31, 2012 | $ | 12,752 | ||
Charges | — | |||
Shaw Acquisition-related obligations | 37,000 | |||
Cash payments | (43,611 | ) | ||
Foreign exchange and other | 17 | |||
Balance at September 30, 2013 | $ | 6,158 | ||
DEBT
DEBT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
DEBT | DEBT | |||||||
Our outstanding debt at September 30, 2013 and December 31, 2012 was as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current | ||||||||
Revolving facility debt | 244,000 | — | ||||||
Current maturities of term loan | 93,750 | — | ||||||
Current debt | $ | 337,750 | $ | — | ||||
Long-Term | ||||||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin) | 943,750 | — | ||||||
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%) | 800,000 | 800,000 | ||||||
Less: current maturities of term loan | (93,750 | ) | — | |||||
Long-term debt | $ | 1,650,000 | $ | 800,000 | ||||
Revolving Facilities—At September 30, 2013, we had a four-year, $1,100,000, committed and unsecured revolving credit facility (the “Revolving Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and Bank of America, N.A. (“BofA”), as syndication agent, which was scheduled to expire in July 2014 and was replaced with a new revolving credit facility (discussed below). The Revolving Facility was previously amended effective December 21, 2012 to allow for the Shaw Acquisition and related financing. The Revolving Facility, as amended, had a borrowing sublimit of $550,000 and certain financial covenants, including a temporary maximum leverage ratio of 3.25 beginning at the Acquisition Closing Date, with such maximum declining to its previous level of 2.50 within six quarters of the Acquisition Closing Date, a minimum fixed charge coverage ratio of 1.75 and a minimum net worth level calculated as $1,505,896 at September 30, 2013. The Revolving Facility also included customary restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, as well as a trailing twelve-month limitation for dividend payments and share repurchases of $200,000 if our leverage ratio exceeded 2.00 and $300,000 if our leverage ratio was below 2.00, among other restrictions. In addition to interest on debt borrowings, we were assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages were based upon our quarterly leverage ratio. In the event we borrowed funds under the facility, interest was assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At September 30, 2013, we had no outstanding borrowings under the facility, but had $157,174 of outstanding letters of credit, providing $942,826 of available capacity. Such letters of credit are generally issued to customers in the ordinary course of business to support advance payments and performance guarantees, in lieu of retention on our contracts, or in certain cases, are issued in support of our insurance program. During the nine months ended September 30, 2013, our maximum outstanding borrowings under the facility were approximately $195,500. | ||||||||
Effective October 28, 2013, we replaced our Revolving Facility, with a five-year, $1,350,000, committed and unsecured revolving facility (the "New Revolving Facility") with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and The Royal Bank of Scotland plc, each as syndication agents, which expires in October 2018. The New Revolving Facility has a borrowing sublimit of $675,000 (with financial letters of credit not to exceed $270,000) and certain financial covenants, including a maximum leverage ratio of 3.00, a minimum fixed charge coverage ratio of 1.75, and a minimum net worth level calculated subsequent to September 30, 2013. The New Revolving Facility also includes customary restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, and includes a trailing twelve-month limitation of $250,000 for dividend payments and share repurchases if our leverage ratio exceeds 1.50 (unlimited if our leverage ratio is equal to or below 1.50), among other restrictions. | ||||||||
We also have a five-year, $650,000, committed and unsecured revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and Credit Agricole , as syndication agent, which expires in February 2018. The Second Revolving Facility supplements our Revolving Facility, has a $487,500 borrowing sublimit, had financial and restrictive covenants similar to those noted above for the Revolving Facility, and was amended effective October 28, 2013 to include financial and restrictive covenants similar to those noted above for the New Revolving Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At September 30, 2013, we had $244,000 of outstanding borrowings and $208,519 of outstanding letters of credit under the facility (including $95,467 to replace Shaw’s previous credit facilities), providing $197,481 of available capacity. During the nine months ended September 30, 2013, our maximum outstanding borrowings under the facility were $427,000. | ||||||||
Term Loan—At September 30, 2013, we had $943,750 remaining on our four-year, $1,000,000 unsecured Term Loan with BofA as administrative agent, which was used to fund a portion of the Shaw Acquisition on the Acquisition Closing Date. Interest and principal under the Term Loan is payable quarterly in arrears and bears interest at LIBOR plus an applicable floating margin. However, we entered into an interest rate swap on February 28, 2013 to hedge against $505,000 of the $1,000,000 Term Loan, which resulted in a weighted average interest rate of approximately 2.44% during the nine months ended September 30, 2013, inclusive of the applicable floating margin of 2.0%. Annual maturities for the Term Loan are $75,000, $100,000, $100,000, $150,000 and $575,000 in 2013, 2014, 2015, 2016 and 2017, respectively. The Term Loan had financial and restrictive covenants similar to those noted above for the Revolving Facility and was amended effective October 28, 2013 to include financial and restrictive covenants similar to those noted above for the New Revolving Facility. | ||||||||
Senior Notes—We have a series of senior notes totaling $800,000 in the aggregate (“Senior Notes”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Agricole, as administrative agents, which were used to fund a portion of the Shaw Acquisition. The Senior Notes were funded into an escrow account on December 28, 2012, and were restricted from use until the Acquisition Closing Date. Accordingly, the escrowed funds were recorded as restricted cash, and the Senior Notes were recorded as long-term debt, on our December 31, 2012 Balance Sheet. The Senior Notes had financial and restrictive covenants similar to those noted above for the Revolving Facility and will have prospective covenants similar to the New Revolving Facility. The Senior Notes include Series A through D, which contain the following terms: | ||||||||
• | Series A—Interest due semi-annually at a fixed rate of 4.15%, with principal of $150,000 due in December 2017 | |||||||
• | Series B—Interest due semi-annually at a fixed rate of 4.57%, with principal of $225,000 due in December 2019 | |||||||
• | Series C—Interest due semi-annually at a fixed rate of 5.15%, with principal of $275,000 due in December 2022 | |||||||
• | Series D—Interest due semi-annually at a fixed rate of 5.30%, with principal of $150,000 due in December 2024 | |||||||
Uncommitted Facilities—We also have various short-term, uncommitted revolving credit facilities (the “Uncommitted Facilities”) across several geographic regions of approximately $1,928,730. These facilities are generally used to provide letters of credit or bank guarantees to customers to support advance payments and performance guarantees in the ordinary course of business or in lieu of retention on our contracts. At September 30, 2013, we had $744,275 of outstanding letters of credit under these facilities (including $103,939 to replace Shaw’s previous credit facilities), providing $1,184,455 of available capacity. In addition to providing letters of credit or bank guarantees, we also issue surety bonds in the ordinary course of business to support our contract performance. | ||||||||
Westinghouse Bonds—In 2006, Shaw purchased a 20% equity interest in Westinghouse Electric Company (“WEC”), the majority-owner of which is Toshiba Corporation (“Toshiba”). Shaw’s total cost of the equity investment was approximately $1,100,000, which was financed through the Japanese private placement market by issuing 128,980,000 Japanese Yen (“JPY”) (equivalent to approximately $1,100,000 at the time of issuance) limited recourse bonds (the “Westinghouse Bonds”). In conjunction with Shaw’s investment in Westinghouse, Shaw also entered into JPY-denominated put option agreements (the “Put Option”) that provided Shaw an option to sell its investment in Westinghouse to Toshiba for 96.7% of the original investment value (approximately 124,724,000 JPY or approximately $1,064,000). In October 2012, Shaw exercised the Put Option, which required Toshiba to fund approximately 124,724,000 JPY (approximately $1,309,000) into a JPY-denominated trust account for purposes of repaying the Westinghouse Bonds on their maturity date of March 15, 2013. The trust account was funded by Toshiba on January 4, 2013. On March 15, 2013, the Westinghouse Bond holders were repaid from proceeds of the trust account and a payment by CB&I for the remaining 3.3% shortfall of the principal amount (approximately 4,256,000 JPY or $44,800). The Westinghouse Bonds, and the associated cash funded by Toshiba into the trust account, were included in Shaw’s Acquisition Closing Date balance sheet. See Note 4 for further discussion of the preliminary purchase price allocation associated with the Shaw Acquisition. | ||||||||
Compliance and Other—At September 30, 2013, we were in compliance with all of our restrictive and financial covenants associated with our debt and revolving credit facilities. Capitalized interest was insignificant at September 30, 2013 and December 31, 2012. |
FINANCIAL_INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||
Foreign Currency Exchange Rate Derivatives | ||||||||||||||||||||||||||||||||
Operating Exposures—At September 30, 2013, the notional value of our outstanding forward contracts to hedge certain foreign exchange-related operating exposures was approximately $190,300. These contracts vary in duration, maturing up to three years from period-end. We designate certain of these hedges as cash flow hedges and accordingly, changes in their fair value are recognized in AOCI until the associated underlying operating exposure impacts our earnings. We exclude forward points, which are recognized as ineffectiveness within cost of revenue and are not material to our earnings, from our hedge assessment analysis. | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives | ||||||||||||||||||||||||||||||||
Interest Rate Exposures—On February 28, 2013, we entered a swap arrangement to hedge against interest rate variability associated with $505,000 of our $1,000,000 Term Loan. The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through September 30, 2013. Accordingly, changes in the fair value of the hedge are recognized in AOCI until the associated underlying exposure impacts our earnings. | ||||||||||||||||||||||||||||||||
Financial Instruments Disclosures | ||||||||||||||||||||||||||||||||
Fair Value—Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows: | ||||||||||||||||||||||||||||||||
• | Level 1—Fair value is based upon quoted prices in active markets. Our cash and cash equivalents and restricted cash are classified within Level 1 of the valuation hierarchy as they are valued at cost, which approximates fair value. | |||||||||||||||||||||||||||||||
• | Level 2—Fair value is based upon internally-developed models that use, as their basis, readily observable market parameters. Our derivative positions are classified within Level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk. | |||||||||||||||||||||||||||||||
• | Level 3—Fair value is based upon internally-developed models that use, as their basis, significant unobservable market parameters. We did not have any Level 3 classifications at September 30, 2013 or December 31, 2012. | |||||||||||||||||||||||||||||||
The following table presents the fair value of our cash and cash equivalents, restricted cash, foreign currency exchange rate derivatives and interest rate derivatives at September 30, 2013 and December 31, 2012, respectively, by valuation hierarchy and balance sheet classification: | ||||||||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 542,963 | $ | — | $ | — | $ | 542,963 | $ | 643,395 | $ | — | $ | — | $ | 643,395 | ||||||||||||||||
Restricted cash | — | — | — | — | 800,000 | — | — | 800,000 | ||||||||||||||||||||||||
Derivatives (1): | ||||||||||||||||||||||||||||||||
Other current assets | — | 2,708 | — | 2,708 | — | 1,731 | — | 1,731 | ||||||||||||||||||||||||
Other non-current assets | — | 4,545 | — | 4,545 | — | 5 | — | 5 | ||||||||||||||||||||||||
Total assets at fair value | $ | 542,963 | $ | 7,253 | $ | — | $ | 550,216 | $ | 1,443,395 | $ | 1,736 | $ | — | $ | 1,445,131 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Derivatives (1): | ||||||||||||||||||||||||||||||||
Accrued liabilities | $ | — | $ | (5,158 | ) | $ | — | $ | (5,158 | ) | $ | — | $ | (5,072 | ) | $ | — | $ | (5,072 | ) | ||||||||||||
Other non-current liabilities | — | (595 | ) | — | (595 | ) | — | (497 | ) | — | (497 | ) | ||||||||||||||||||||
Total liabilities at fair value | $ | — | $ | (5,753 | ) | $ | — | $ | (5,753 | ) | $ | — | $ | (5,569 | ) | $ | — | $ | (5,569 | ) | ||||||||||||
-1 | We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total level 2 assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all counterparties on a continuous basis. | |||||||||||||||||||||||||||||||
The carrying values of our accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At September 30, 2013, the fair value of our Term Loan, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value as interest is based upon LIBOR plus an applicable floating spread and is paid quarterly in arrears. Our Senior Notes are categorized within level 2 of the valuation hierarchy and had a total fair value of approximately $762,000 at September 30, 2013, based upon the current market rates for debt with similar credit risk and maturities. | ||||||||||||||||||||||||||||||||
Derivatives Disclosures | ||||||||||||||||||||||||||||||||
Fair Value—The following table presents the total fair value by underlying risk and balance sheet classification for derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges at September 30, 2013 and December 31, 2012: | ||||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||||||||||
Balance Sheet | 30-Sep-13 | 31-Dec-12 | Balance Sheet | 30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||
Classification | Classification | |||||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | Other current and non-current assets | $ | 3,754 | $ | — | Accrued and other non-current liabilities | $ | (2,430 | ) | $ | — | |||||||||||||||||||||
Foreign currency | Other current and non-current assets | 1,609 | 628 | Accrued and other non-current liabilities | (734 | ) | (862 | ) | ||||||||||||||||||||||||
$ | 5,363 | $ | 628 | $ | (3,164 | ) | $ | (862 | ) | |||||||||||||||||||||||
Derivatives not designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | Other current and non-current assets | $ | — | $ | — | Accrued and other non-current liabilities | $ | — | $ | — | ||||||||||||||||||||||
Foreign currency | Other current and non-current assets | 1,890 | 1,108 | Accrued and other non-current liabilities | (2,589 | ) | (4,707 | ) | ||||||||||||||||||||||||
$ | 1,890 | $ | 1,108 | $ | (2,589 | ) | $ | (4,707 | ) | |||||||||||||||||||||||
Total fair value | $ | 7,253 | $ | 1,736 | $ | (5,753 | ) | $ | (5,569 | ) | ||||||||||||||||||||||
Master Netting Arrangements—Our derivatives are executed under International Swaps and Derivatives Association MNAs, which generally allow us and our counterparties to net settle, in a single net payable or receivable, obligations due on the same day, in the same currency and for the same type of derivative instrument. We have elected the option to record all derivatives on a gross basis in our Balance Sheet. The following table presents our derivative assets and liabilities at September 30, 2013 on a gross basis and a net settlement basis: | ||||||||||||||||||||||||||||||||
Gross | Gross Amounts | Net Amounts | Gross Amounts Not Offset on | Net Amount | ||||||||||||||||||||||||||||
Amounts | Offset on the | Presented on the | the Balance Sheet (iv) | (v) =160;(iii) - (iv) | ||||||||||||||||||||||||||||
Recognized | Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||||||
(i) | (ii) | (iii) =i) - (ii) | Financial | Cash | ||||||||||||||||||||||||||||
Instruments | Collateral | |||||||||||||||||||||||||||||||
Received | ||||||||||||||||||||||||||||||||
Derivatives | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Interest rate | $ | 3,754 | $ | — | $ | 3,754 | $ | — | $ | — | $ | 3,754 | ||||||||||||||||||||
Foreign currency | 3,499 | — | 3,499 | (102 | ) | — | 3,397 | |||||||||||||||||||||||||
Total assets | $ | 7,253 | $ | — | $ | 7,253 | $ | (102 | ) | $ | — | $ | 7,151 | |||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Interest rate | $ | (2,430 | ) | $ | — | $ | (2,430 | ) | $ | — | $ | — | $ | (2,430 | ) | |||||||||||||||||
Foreign currency | (3,323 | ) | — | (3,323 | ) | 102 | — | (3,221 | ) | |||||||||||||||||||||||
Total liabilities | $ | (5,753 | ) | $ | — | $ | (5,753 | ) | $ | 102 | $ | — | $ | (5,651 | ) | |||||||||||||||||
AOCI/Other—The following table presents the total value, by underlying risk, recognized in other comprehensive income (“OCI”) and reclassified from AOCI to interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) during the three and nine months ended September 30, 2013 and September 30, 2012, for derivatives designated as cash flow hedges: | ||||||||||||||||||||||||||||||||
Amount of Gain (Loss) on Effective Derivative Portion | ||||||||||||||||||||||||||||||||
Recognized in OCI | Reclassified from AOCI into Earnings (1) | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | $ | (2,375 | ) | $ | 22 | $ | 61 | $ | (18 | ) | $ | (556 | ) | $ | (389 | ) | $ | (1,263 | ) | $ | (1,156 | ) | ||||||||||
Foreign currency | (1,146 | ) | (332 | ) | 1,284 | 470 | 581 | 541 | 1,013 | (341 | ) | |||||||||||||||||||||
Total | $ | (3,521 | ) | $ | (310 | ) | $ | 1,345 | $ | 452 | $ | 25 | $ | 152 | $ | (250 | ) | $ | (1,497 | ) | ||||||||||||
-1 | Net unrealized losses totaling $562 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations. | |||||||||||||||||||||||||||||||
The following table presents the total value, by underlying risk, recognized in cost of revenue for the three and nine months ended September 30, 2013 and September 30, 2012 for foreign currency derivatives not designated as cash flow hedges: | ||||||||||||||||||||||||||||||||
Amount of Gain (Loss) | ||||||||||||||||||||||||||||||||
Recognized in Earnings | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Derivatives not designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Foreign currency | (3,584 | ) | (305 | ) | 667 | (3,520 | ) | |||||||||||||||||||||||||
Total | $ | (3,584 | ) | $ | (305 | ) | $ | 667 | $ | (3,520 | ) | |||||||||||||||||||||
RETIREMENT_BENEFITS
RETIREMENT BENEFITS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
RETIREMENT BENEFITS | RETIREMENT BENEFITS | |||||||||||||||
Our 2012 Annual Report disclosed anticipated 2013 defined benefit pension and other postretirement plan contributions of approximately $16,800 and $2,900, respectively. The following table provides updated contribution information for our plans at September 30, 2013: | ||||||||||||||||
Pension Plans | Other Postretirement | |||||||||||||||
Plans | ||||||||||||||||
Contributions made through September 30, 2013 | $ | 13,486 | $ | 1,675 | ||||||||||||
Contributions expected for the remainder of 2013 | 4,223 | 716 | ||||||||||||||
Total contributions expected for 2013 (1) | $ | 17,709 | $ | 2,391 | ||||||||||||
-1 | Includes $1,129 associated with pension plans acquired in the Shaw Acquisition. | |||||||||||||||
The following table provides a breakout of the components of net periodic benefit cost associated with our defined benefit pension and other postretirement plans for the three and nine months ended September 30, 2013 and September 30, 2012: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Pension Plans | ||||||||||||||||
Service cost | $ | 1,657 | $ | 944 | $ | 4,928 | $ | 2,893 | ||||||||
Interest cost | 7,801 | 6,526 | 22,490 | 19,900 | ||||||||||||
Expected return on plan assets | (7,499 | ) | (5,855 | ) | (21,433 | ) | (17,832 | ) | ||||||||
Amortization of prior service credits | (116 | ) | (110 | ) | (345 | ) | (338 | ) | ||||||||
Recognized net actuarial losses | 1,128 | 679 | 3,377 | 2,032 | ||||||||||||
Net periodic benefit cost (1) | $ | 2,971 | $ | 2,184 | $ | 9,017 | $ | 6,655 | ||||||||
Other Postretirement Plans | ||||||||||||||||
Service cost | $ | 311 | $ | 281 | $ | 933 | $ | 843 | ||||||||
Interest cost | 516 | 660 | 1,548 | 1,978 | ||||||||||||
Amortization of prior service credits | (66 | ) | (68 | ) | (200 | ) | (202 | ) | ||||||||
Recognized net actuarial gains | (130 | ) | (69 | ) | (388 | ) | (209 | ) | ||||||||
Net periodic benefit cost | $ | 631 | $ | 804 | $ | 1,893 | $ | 2,410 | ||||||||
-1 | Includes $356 and $895 of income associated with pension plans acquired in the Shaw Acquisition for the three and nine months ended September 30, 2013, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
Legal Proceedings—We have been and may from time to time be named as a defendant in legal actions claiming damages in connection with engineering and construction projects, technology licenses, other services we provide, and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment or technologies, design or other engineering services or project construction services provided by us. We do not believe that any of our pending contractual, employment-related personal injury or property damage claims and disputes will have a material adverse effect on our future results of operations, financial position or cash flow. See Note 15 for additional discussion of claims associated with our projects. | |
Asbestos Litigation—We are a defendant in lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products. Over the past several decades and through September 30, 2013, we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 5,300 plaintiffs and, of those claims, approximately 1,400 claims were pending and 3,900 have been closed through dismissals or settlements. Over the past several decades and through September 30, 2013, the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount of approximately one thousand dollars per claim. We review each case on its own merits and make accruals based upon the probability of loss and our estimates of the amount of liability and related expenses, if any. We do not believe that any unresolved asserted claims will have a material adverse effect on our future results of operations, financial position or cash flow, and, at September 30, 2013, we had approximately $2,900 accrued for liability and related expenses. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of a loss and to make a reasonable estimate of liability, if any. While we continue to pursue recovery for recognized and unrecognized contingent losses through insurance, indemnification arrangements or other sources, we are unable to quantify the amount, if any, that we may expect to recover because of the variability in coverage amounts, limitations and deductibles, or the viability of carriers, with respect to our insurance policies for the years in question. | |
Environmental Matters—Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. | |
In connection with the historical operation of our facilities, including those associated with the acquired Shaw operations, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities, for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred. | |
We believe that we are in compliance, in all material respects, with all environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe that any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate that we will incur material capital expenditures for environmental controls or for the investigation or remediation of environmental conditions during the remainder of 2013 or 2014. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Accumulated Other Comprehensive Income | ACCUMULATED OTHER COMPREHENSIVE INCOME | ||||||||||||||||
As noted in the New Accounting Standards section of Note 2, additional AOCI disclosures are required, including (1) changes in AOCI balances by component and (2) significant items reclassified from AOCI into earnings. The following tables present changes in AOCI by component and reclassification of AOCI into earnings for the nine months ended September 30, 2013: | |||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
Currency | Unrealized | Defined Benefit | Total | ||||||||||||||
Translation | Fair Value Of | Pension and Other | |||||||||||||||
Adjustment (1) | Cash Flow Hedges | Postretirement Plans | |||||||||||||||
Balance at December 31, 2012 | $ | (21,843 | ) | $ | 296 | $ | (79,485 | ) | $ | (101,032 | ) | ||||||
OCI before reclassifications | (8,138 | ) | 1,944 | (596 | ) | (6,790 | ) | ||||||||||
Amounts reclassified from AOCI | — | 383 | 2,388 | 2,771 | |||||||||||||
Net OCI | (8,138 | ) | 2,327 | 1,792 | (4,019 | ) | |||||||||||
Balance at September 30, 2013 | $ | (29,981 | ) | $ | 2,623 | $ | (77,693 | ) | $ | (105,051 | ) | ||||||
-1 | The currency translation adjustment component of AOCI was impacted during the nine months ended September 30, 2013 primarily by movements in the Australian Dollar exchange rates against the U.S. Dollar. | ||||||||||||||||
Amounts | |||||||||||||||||
Reclassified | |||||||||||||||||
AOCI Components | From AOCI | ||||||||||||||||
Unrealized Fair Value Of Cash Flow Hedges (1) | |||||||||||||||||
Interest rate derivatives (interest expense) | $ | 1,263 | |||||||||||||||
Foreign currency derivatives (cost of revenue) | (1,013 | ) | |||||||||||||||
Total, before taxes | $ | 250 | |||||||||||||||
Taxes | 133 | ||||||||||||||||
Total, net of taxes | $ | 383 | |||||||||||||||
Defined Benefit Pension and Other Postretirement Plans (2) | |||||||||||||||||
Amortization of prior service costs/credits | $ | (545 | ) | ||||||||||||||
Recognized net actuarial gains/losses | 2,989 | ||||||||||||||||
Total, before taxes | $ | 2,444 | |||||||||||||||
Taxes | (56 | ) | |||||||||||||||
Total, net of taxes | $ | 2,388 | |||||||||||||||
-1 | See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. | ||||||||||||||||
-2 | See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost. |
STOCKSETTLED_AND_CASHSETTLED_E
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS | STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS | ||||||
General—Changes in common stock, additional paid-in capital, stock held in trust and treasury stock since December 31, 2012 primarily related to the issuance of 8,893 shares of CB&I common stock and 1,362 CB&I equity awards in conjunction with the Shaw Acquisition (as previously discussed in Note 4) and additional activity associated with our stock-based compensation plans, including share repurchases for taxes withheld on taxable share distributions. Additionally, in conjunction with the Shaw Acquisition, certain Shaw cash-settled equity-based awards were converted into equivalent CB&I awards. | |||||||
Shaw Acquisition—As discussed in Note 4, at the Acquisition Closing Date, unvested and unexercised stock-settled equity-based awards (including stock options and restricted stock units ("RSUs")), and cash-settled equity-based awards (including RSUs and stock appreciation rights (“SARs”)), relating to shares of Shaw’s common stock were either canceled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I stock-settled or cash-settled equity-based awards with generally the same terms and conditions as prior to the Acquisition Closing Date. In conjunction with the Shaw Acquisition we converted Shaw’s stock-settled and cash-settled equity-based awards to the following equivalent CB&I awards: | |||||||
Equity-Based Awards (stock-settled) | |||||||
Stock options (1) | 1,081 | ||||||
Stock-settled RSUs (2) | 281 | ||||||
Total | 1,362 | ||||||
Equity-Based Awards (cash-settled) | |||||||
Cash-settled RSUs (3) | 307 | ||||||
Cash-settled SARs (4) | 166 | ||||||
Total (5) | 473 | ||||||
-1 | Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively. | ||||||
-2 | Stock-settled RSUs represent Shaw unvested RSUs and performance cash units that were granted subsequent to July 30, 2012, the date of the Acquisition Agreement, and converted to CB&I RSUs. These RSUs continue to vest over the three-year period from the original grant date. | ||||||
-3 | Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date. | ||||||
-4 | Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years. | ||||||
-5 | Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively. | ||||||
Stock-Settled and Cash-Settled Equity-Based Plans—During the nine months ended September 30, 2013, we granted the following awards associated with our equity-based incentive plans: | |||||||
Shares (1) | Weighted Average | ||||||
Grant-Date Fair | |||||||
Value Per Share | |||||||
RSUs | 437 | $ | 53.7 | ||||
Performance shares | 366 | $ | 57.4 | ||||
Total | 803 | ||||||
-1 | No stock options were granted during the nine months ended September 30, 2013. | ||||||
Our cash-settled equity-based awards only relate to the aforementioned unvested Shaw awards existing at the Acquisition Closing Date that were replaced with CB&I equivalent awards. We had no additional cash-settled equity-based grants during the nine months ended September 30, 2013. | |||||||
During the nine months ended September 30, 2013, we had the following activity associated with our equity-based incentive plans and employee stock purchase plan (“ESPP”): | |||||||
Equity-Based Awards (stock-settled) | |||||||
Performance shares (issued upon vesting) | 667 | ||||||
RSUs (issued upon vesting) (1) | 923 | ||||||
Stock options (issued upon exercise) | 723 | ||||||
ESPP shares (issued upon sale) | 147 | ||||||
Total Shares Issued | 2,460 | ||||||
Equity-Based Awards (cash-settled) | |||||||
Cash-settled RSUs (paid upon vesting) | $ | 2,284 | |||||
Cash-settled SARs (paid upon exercise) | 628 | ||||||
Total Cash Payments | $ | 2,912 | |||||
-1 | Includes 399 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet. | ||||||
During the three months ended September 30, 2013 and 2012, we recognized $8,631 and $6,366, respectively, of stock-based compensation expense, and during the nine months ended September 30, 2013 and 2012, we recognized $48,953 and $34,805, respectively, of stock-based compensation expense, primarily within selling and administrative expense. In addition, we recognized $10,811 of expense primarily in the first quarter of 2013 as a result of accelerated vesting for terminated employees associated with the Shaw Acquisition. These incremental costs were recognized within acquisition-related costs on our Statement of Operations. For additional information related to our equity-based incentive plans, see Note 14 to our 2012 Annual Report. | |||||||
Share Repurchases—During the nine months ended September 30, 2013, we repurchased 467 shares for $24,996 (an average price of $53.50), for taxes withheld on taxable share distributions. |
UNAPPROVED_CHANGE_ORDERS_AND_C
UNAPPROVED CHANGE ORDERS AND CLAIMS | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Contractors [Abstract] | ||||
UNAPPROVED CHANGE ORDERS AND CLAIMS | UNAPPROVED CHANGE ORDERS AND CLAIMS | |||
We recognize revenue associated with unapproved change orders and claims to the extent the related costs have been incurred, the value can be reliably estimated and recovery is probable. The following table summarizes information related to our significant unapproved change orders and claims with our customers (for which we have adjusted project price) at September 30, 2013 and December 31, 2012: | ||||
Nine Months Ended | ||||
30-Sep-13 | ||||
Amounts included in project price—December 31, 2012 | $ | 47,100 | ||
Amounts acquired in the Shaw Acquisition (1) | 505,000 | |||
Increase in project price, net | 9,700 | |||
Amounts included in project price—September 30, 2013 | $ | 561,800 | ||
Revenue recorded on a POC basis during the nine months ended September 30, 2013 | $ | 42,700 | ||
Revenue recorded on a POC basis cumulatively through September 30, 2013 (2) | $ | 85,100 | ||
-1 | The changes in the preliminary amounts acquired in the Shaw Acquisition since our initial estimate reported in the first quarter 2013 were primarily related to increases in fair value adjustments associated with our acquired contracts. | |||
-2 | The cumulative amount recognized on a POC basis through September 30, 2013 excludes $102,400 that was recognized prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. | |||
We have consortium agreements (the “Consortium Agreements”) with WEC under which we have contracted with two separate customers (the “Customer Contracts”) for the construction of two nuclear power plants in Georgia (the “Georgia Nuclear Project”) and South Carolina (collectively with the Georgia Nuclear Project, the “Nuclear Projects”). The Nuclear Projects are reflected within our Engineering, Construction and Maintenance operating group. Under the scope of work provided in each of the Consortium Agreements, WEC is primarily responsible for engineering and procurement activities associated with the nuclear island component of the Nuclear Projects, while we are responsible for engineering and procurement for the balance of plant and substantially all of the construction activities for the Nuclear Projects. The Customer Contracts provide WEC and us contractual entitlement (“Customer Obligation”) for recovery of certain estimated costs in excess of contractually stipulated amounts. In addition to the aforementioned protections for us under the Customer Contracts, the Consortium Agreements also provide contractual entitlement for us to recover from WEC (“WEC Obligation”) certain estimated costs in excess of contractually stipulated amounts, to the extent not recoverable from our customers related to the Customer Obligation. | ||||
The table above includes approximately $505,000 of unapproved change orders and claims with our customer for the Georgia Nuclear Project. The unapproved change orders and claims are for amounts we believe are due related to the Customer Obligation and claim amounts resulting from increased engineering, equipment supply, material and fabrication and construction costs resulting from regulatory-required design changes and delays in our customer’s obtaining combined operating licenses (“COLs”) for the project. Specifically, we have entered into a formal dispute resolution process on certain claims associated with backfill activities, the shield building, large structural modules and COL issuance delays. Although we have not reached resolution with our customer for the aforementioned matters, at September 30, 2013, we had received cumulative payments from our customer totaling $125,800 related to the unapproved change order and claim amounts. | ||||
The table above excludes amounts included in project price that we believe are contractually recoverable under the WEC Obligation for the Nuclear Projects even when we are seeking recovery from the customers. At September 30, 2013, the amounts included in project price for our estimated recoveries under the WEC Obligation for the Nuclear Projects were approximately $544,600. Cumulative revenue recognized in our results on a POC basis through September 30, 2013 was approximately $28,700. In addition, approximately $109,600 was recognized as revenue prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. The amounts recoverable from WEC will reduce to the extent we are successful in recovering amounts from our customers related to the Customer Obligation. | ||||
We believe the amounts included in contract price related to the Customer Obligation and WEC Obligation are recoverable under existing provisions of our contractual arrangements. However, the Nuclear Projects have long construction durations and the cost estimates cover costs that will be incurred over several years. Further, it is expected that the cost estimates resulting from the design changes and COL delays will continue to be refined as more information becomes available. It is possible that these commercial matters may not be resolved in the near term. If we do not resolve these matters for the amounts recorded, or to the extent there are future cost increases on the Nuclear Projects that we cannot recover under the Customer Obligation or WEC Obligation, the outcome could have an adverse effect on our results of operations, financial position and cash flows. | ||||
In addition to the aforementioned unapproved change orders and claims for the Georgia Nuclear Project, the table above includes additional unapproved change orders and claims totaling approximately $56,800 related to other projects within our Engineering, Construction and Maintenance and Fabrication Services operating groups. | ||||
Our recorded unapproved change orders and claims reflect our best estimate of recovery amounts. However, the ultimate resolution and amounts received could differ from these estimates and could result in the reversal of previously recognized revenue and the repayment of amounts received in advance of resolution. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
SEGMENT INFORMATION | SEGMENT INFORMATION | |||||||||||||||
In conjunction with the Shaw Acquisition, beginning in the first quarter of 2013, our management structure and internal and public segment reporting were aligned based upon the expanded services offered by the following four distinct operating groups: | ||||||||||||||||
Engineering, Construction and Maintenance. Engineering, Construction and Maintenance provides engineering, procurement, and construction for major energy infrastructure facilities, as well as comprehensive and integrated maintenance services, and includes our former Project Engineering and Construction segment and Shaw’s former Power and Plant Services segments. Revenue of approximately $71,200 and $148,200, and income from operations of approximately $6,800 and $11,600, for the three and nine months ended September 30, 2012, respectively, for our large mechanical erection project in the Asia Pacific region was previously reported within our former Steel Plate Structures segment (currently within our Fabrication Services operating group) in the prior year and has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year. | ||||||||||||||||
Fabrication Services. Fabrication Services provides fabrication of piping systems, process and nuclear modules, and fabrication and erection of steel plate storage tanks and pressure vessels for the oil and gas, water and wastewater, mining and power generation industries, and includes our former Steel Plate Structures segment and Shaw’s former Fabrication and Manufacturing segment. As discussed above, the results of our large mechanical erection project in the Asia Pacific region was previously reported within our former Steel Plate Structures segment in the prior year and has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year. | ||||||||||||||||
Technology. Technology provides licensed process technologies, catalysts, specialized equipment and engineered products for use in petrochemical facilities, oil refineries and gas processing plants, and offers process planning and project development services, and a comprehensive program of aftermarket support. The Technology segment primarily consists of CB&I’s former Lummus Technology segment. | ||||||||||||||||
Government Solutions. Government Solutions leads large, high-profile programs and projects, including design-build infrastructure projects, for federal, state and local governments, and provides full-scale environmental services for government and private sector clients, including remediation and restoration of contaminated sites, emergency response, and disaster recovery. The Government Solutions segment primarily consists of Shaw’s former Environmental and Infrastructure segment. | ||||||||||||||||
Our Chief Executive Officer evaluates the performance of these operating groups based upon revenue and income from operations. Each operating group’s income from operations reflects corporate costs, allocated based primarily upon revenue. Intersegment revenue is netted against the revenue of the segment receiving the intersegment services. For the three and nine months ended September 30, 2013, intersegment revenue totaled approximately $109,600 and $191,900, respectively, and primarily related to services provided by our Fabrication Services operating group to our Engineering, Construction and Maintenance operating group. Intersegment revenue for the comparable prior year period was not significant. | ||||||||||||||||
The following table presents total revenue and income from operations by reporting segment: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 1,750,659 | $ | 871,084 | $ | 4,841,773 | $ | 2,340,682 | ||||||||
Fabrication Services | 707,026 | 425,360 | 1,877,545 | 1,267,855 | ||||||||||||
Technology | 155,941 | 150,498 | 468,723 | 339,201 | ||||||||||||
Government Solutions | 378,424 | — | 906,229 | — | ||||||||||||
Total revenue | $ | 2,992,050 | $ | 1,446,942 | $ | 8,094,270 | $ | 3,947,738 | ||||||||
Income From Operations | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 74,659 | $ | 45,400 | $ | 219,344 | $ | 108,855 | ||||||||
Fabrication Services | 72,184 | 45,208 | 184,103 | 127,382 | ||||||||||||
Technology | 44,804 | 41,077 | 116,710 | 85,892 | ||||||||||||
Government Solutions | 15,746 | — | 30,402 | — | ||||||||||||
Total operating groups | $ | 207,393 | $ | 131,685 | $ | 550,559 | $ | 322,129 | ||||||||
Acquisition-related costs | (5,257 | ) | (3,500 | ) | (76,477 | ) | (5,000 | ) | ||||||||
Total income from operations | $ | 202,136 | $ | 128,185 | $ | 474,082 | $ | 317,129 | ||||||||
In conjunction with the Shaw Acquisition, our total assets increased significantly from December 31, 2012 to September 30, 2013. The distribution of our total assets as of each date was as follows: | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 2,053,782 | $ | 1,478,678 | ||||||||||||
Fabrication Services | 1,632,895 | 1,131,947 | ||||||||||||||
Technology | 475,547 | 626,031 | ||||||||||||||
Government Solutions | 623,315 | — | ||||||||||||||
Total tangible assets | $ | 4,785,539 | $ | 3,236,656 | ||||||||||||
Goodwill | 3,754,344 | 926,711 | ||||||||||||||
Other intangible assets, net | 597,652 | 166,308 | ||||||||||||||
Total assets | $ | 9,137,535 | $ | 4,329,675 | ||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENT |
As further described in Note 9, effective October 28, 2013, we replaced our existing four-year, $1,100,000 Revolving Facility with a five-year, $1,350,000, committed and unsecured New Revolving Facility which expires in October 2018. Our five-year, $650,000, committed and unsecured Second Revolving Facility and four-year, $1,000,000 unsecured Term Loan were amended to include financial and restrictive covenants similar to those included in the New Revolving Facility. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES - (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation—The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) for CB&I have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Financial Statements include all wholly-owned subsidiaries and those entities which we are required to consolidate. See the “Partnering Arrangements” section of this footnote for further discussion of our consolidation policy for those entities that are not wholly-owned. We believe these Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of operations for the three and nine months ended September 30, 2013 and 2012, our financial position as of September 30, 2013 and our cash flows for the nine months ended September 30, 2013 and 2012. The December 31, 2012 Condensed Consolidated Balance Sheet (“Balance Sheet”) was derived from our December 31, 2012 audited Consolidated Balance Sheet. Inventory balances at December 31, 2012 have been reclassified from other current assets to conform to our September 30, 2013 presentation. | |
We believe the disclosures accompanying these Financial Statements are adequate to make the information presented not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim reporting periods. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K (“2012 Annual Report”). | ||
Use of Estimates | Use of Estimates—The preparation of our Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We believe the most significant estimates and judgments are associated with revenue recognition for our contracts, including the recognition of incentive fees and unapproved change orders and claims; determination of fair value with respect to acquired tangible and intangible net assets; recoverability assessments that must be periodically performed with respect to long-lived tangible assets, goodwill and other intangible assets; valuation of deferred tax assets, financial instruments and inventory; the determination of liabilities related to self-insurance programs and income taxes; and consolidation determinations with respect to our partnering arrangements. If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ from those included in the accompanying Financial Statements. | |
Revenue Recognition | Revenue Recognition— Our revenue is primarily derived from long-term contracts and is generally recognized using the percentage of completion (“POC”) method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates. | |
Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We use a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter-term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit-price basis. | ||
Contract revenue for our long-term contracts recognized under the POC method reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentive fees when the value can be reliably estimated and recovery is probable. We recognize revenue associated with unapproved change orders and claims to the extent the related costs have been incurred, the value can be reliably estimated and recovery is probable. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our recorded unapproved change orders and claims. | ||
With respect to our engineering, procurement, and construction (“EPC”) services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined. | ||
Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheet as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At September 30, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $60,100 and $37,200, respectively. Contract retentions due beyond one year were not significant at September 30, 2013 or December 31, 2012. | ||
Revenue for our service contracts that do not satisfy the criteria for revenue recognition under the POC method is recorded at the time services are performed. Revenue associated with incentive fees for these contracts is recognized when earned. | ||
Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment. | ||
Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At September 30, 2013 and December 31, 2012, allowances for doubtful accounts were approximately $1,700 and $1,300, respectively. | ||
Other Operating Expense (Income), Net | Other Operating Expense (Income), Net—Other operating expense (income), net, generally represents losses (gains) associated with the sale or disposition of property and equipment. | |
Acquisition-Related Costs | Acquisition-Related Costs—Acquisition-related costs during the three and nine months ended September 30, 2013 primarily included transaction costs, professional fees, and change-in-control and severance-related costs of approximately $5,300 and $76,500, respectively, associated with our acquisition of The Shaw Group, Inc. (“Shaw”) (the “Shaw Acquisition” or “the Acquisition”), as further described in Note 4. Comparable costs during the three and nine months ended September 30, 2012 were approximately $3,500 and $5,000, respectively. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets—Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. As part of our annual impairment assessment in the fourth quarter of 2012, we performed a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, the first phase would screen for impairment, while the second phase, if necessary, would measure impairment. If required, the implied fair value of a reporting unit would be derived by estimating the unit’s discounted future cash flows. During the nine months ended September 30, 2013, no indicators of goodwill impairment were identified. | |
We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. During the nine months ended September 30, 2013, no indicators of impairment were identified. See Note 6 for additional discussion of our goodwill and other intangible assets. | ||
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”)—Basic EPS is calculated by dividing net income attributable to CB&I by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of restricted shares, performance shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. See Note 3 for calculations associated with basic and diluted EPS. | |
Cash Equivalents | Cash Equivalents—Cash equivalents are considered to be all highly liquid securities with original maturities of three months or less. | |
Inventory | Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the first-in-first-out (“FIFO”) or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to a current location and condition. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory. | |
Foreign Currency | Foreign Currency—The nature of our business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) (“AOCI”) which is net of tax, where applicable. Foreign currency exchange gains (losses) are included within cost of revenue and were immaterial for the three and nine months ended September 30, 2013 and 2012. | |
Financial Instruments | Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below: | |
• | Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges, are recognized within cost of revenue. | |
• | Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505,000 of our $1,000,000 unsecured term loan (the “Term Loan”). The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through September 30, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings. | |
For those contracts designated as cash flow hedges, we document all relationships between the derivative instruments and associated hedged items, as well as our risk management objectives and strategy for undertaking hedge transactions. This process includes linking all derivatives to specific firm commitments or highly probable forecasted transactions. We continually assess, at inception and on an on-going basis, the effectiveness of derivative instruments in offsetting changes in the cash flow of the designated hedged items. Hedge accounting designation is discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flow of the hedged item, including firm commitments or forecasted transactions, (2) the derivative is sold, terminated, exercised, or expires, (3) it is no longer probable that the forecasted transaction will occur, or (4) we determine that designating the derivative as a hedging instrument is no longer appropriate. See Note 10 for additional discussion of our financial instruments. | ||
Income Taxes | Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. We continually review our facts and circumstances and as further information is known or events occur, changes in our deferred tax assets may be recorded. | |
We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At September 30, 2013, our reserves totaled approximately $11,900, including $6,200 associated with the Shaw Acquisition. If these income tax reserves are ultimately unnecessary, approximately $8,700 would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5,200. We continually review our exposure to additional income tax obligations and, as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively. | ||
Partnering Arrangements | Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “venture(s)”). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture generally contracts directly with the third party customer; however, services may be performed directly by the venture, or may be performed by us or our partners, or a combination thereof. | |
Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit. | ||
Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a variable interest entity (“VIE”) under the consolidations guidance in ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities. | ||
If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and, therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At September 30, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements. | ||
New Accounting Standards | New Accounting Standards—In January 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-01, which requires companies to disclose additional information about derivative instruments that are subject to master netting arrangements (“MNAs”). See Note 10 for our applicable disclosures. | |
In February 2013, the FASB issued ASU 2013-02, which requires companies to disclose additional information about AOCI, including changes in AOCI balances by component and significant items reclassified from AOCI into earnings. See Note 13 for our applicable disclosures. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE - (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Reconciliation of Weighted Average Basic Shares Outstanding to Diluted Shares Outstanding and Computation of Basic and Diluted EPS | A reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS are as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income attributable to CB&I | $ | 117,688 | $ | 80,231 | $ | 257,339 | $ | 212,038 | ||||||||
Weighted average shares outstanding—basic (1) | 107,277 | 96,399 | 105,398 | 96,684 | ||||||||||||
Effect of restricted shares/performance shares/stock options (2) | 1,319 | 1,345 | 1,405 | 1,477 | ||||||||||||
Effect of directors’ deferred-fee shares | 69 | 70 | 71 | 70 | ||||||||||||
Weighted average shares outstanding—diluted | 108,665 | 97,814 | 106,874 | 98,231 | ||||||||||||
Net income attributable to CB&I per share: | ||||||||||||||||
Basic | $ | 1.1 | $ | 0.83 | $ | 2.44 | $ | 2.19 | ||||||||
Diluted | $ | 1.08 | $ | 0.82 | $ | 2.41 | $ | 2.16 | ||||||||
(1) 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition | ||||||||||||||||
(2) Antidilutive options excluded from EPS | 118 | 166 | 142 | 166 | ||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS - (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Summary of Preliminary Purchase Price Allocation of Shaw Net Assets Acquired At Acquisition Closing Date | The following table summarizes our preliminary purchase price allocation at the Acquisition Closing Date: | |||||||||||||||
Net tangible assets: | ||||||||||||||||
Unrestricted cash | $ | 1,137,927 | ||||||||||||||
Inventory | 272,192 | |||||||||||||||
Other current assets | 504,442 | |||||||||||||||
Property and equipment | 516,407 | |||||||||||||||
Other non-current assets | 76,258 | |||||||||||||||
Deferred income taxes, net (1) | 543,006 | |||||||||||||||
Westinghouse obligations, net (2) | (44,793 | ) | ||||||||||||||
Contracts in progress, net (3) | (1,779,871 | ) | ||||||||||||||
Accounts payable | (535,618 | ) | ||||||||||||||
Other current liabilities | (442,814 | ) | ||||||||||||||
Other non-current liabilities | (145,616 | ) | ||||||||||||||
Total net tangible assets | 101,520 | |||||||||||||||
Intangible assets (4): | ||||||||||||||||
Backlog and customer relationships | 280,800 | |||||||||||||||
Tradenames | 121,000 | |||||||||||||||
Other | 10,300 | |||||||||||||||
Total intangible assets | 412,100 | |||||||||||||||
Goodwill (5) | 2,826,450 | |||||||||||||||
Total purchase price | 3,340,070 | |||||||||||||||
Unrestricted cash acquired | (1,137,927 | ) | ||||||||||||||
Total purchase price, net of unrestricted cash acquired | $ | 2,202,143 | ||||||||||||||
-1 | Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $677,879 of deferred tax assets and $134,873 of deferred tax liabilities. | |||||||||||||||
-2 | Westinghouse Obligations—Westinghouse obligations represent the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion. | |||||||||||||||
-3 | Contracts in Progress—Included in contracts in progress is a margin fair value adjustment of approximately $650,800 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This margin fair value adjustment will be included in revenue on a POC basis as the applicable projects progress over approximately five to six years. | |||||||||||||||
-4 | Intangible Assets—Acquired intangible assets totaling $412,100 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5 years. The amortization lives and timing of amortization for all the acquired intangible assets are based on the estimated periods over which the economic benefits are anticipated to be realized. For the nine months ended September 30, 2013, amortization for these intangible assets totaled approximately $28,750. | |||||||||||||||
-5 | Goodwill—Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Our allocation of goodwill to each operating group has not been completed and, accordingly, has not been presented. Of the $2,826,450 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $44,200 is deductible for tax purposes. | |||||||||||||||
Unaudited Pro Forma Condensed Combined Financial Information | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Pro forma revenue | $ | 2,988,550 | $ | 2,786,270 | $ | 8,584,140 | $ | 8,037,570 | ||||||||
Pro forma net income attributable to CB&I | $ | 121,344 | $ | 109,942 | $ | 321,027 | $ | 248,876 | ||||||||
Pro forma net income attributable to CB&I per share: | ||||||||||||||||
Basic | $ | 1.13 | $ | 1.04 | $ | 3 | $ | 2.36 | ||||||||
Diluted | $ | 1.12 | $ | 1.03 | $ | 2.96 | $ | 2.32 | ||||||||
INVENTORY_Tables
INVENTORY - (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Components of Inventory | The components of inventory at September 30, 2013 and December 31, 2012 were as follows: | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 184,452 | $ | 11,870 | ||||
Work in process | 39,393 | 1,360 | ||||||
Finished goods | 92,651 | 19,089 | ||||||
Total | $ | 316,496 | $ | 32,319 | ||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES - (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Changes in Goodwill | Goodwill—At September 30, 2013 and December 31, 2012, our goodwill balances were $3,754,344 and $926,711, respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions: | |||||||||||||||
Balance at December 31, 2012 | $ | 926,711 | ||||||||||||||
Shaw Acquisition (Note 4) | 2,826,450 | |||||||||||||||
Foreign currency translation | 5,596 | |||||||||||||||
Amortization of tax goodwill in excess of book goodwill | (4,413 | ) | ||||||||||||||
Balance at September 30, 2013 | $ | 3,754,344 | ||||||||||||||
Finite- Lived Intangible Assets Balances Including Weighted- Average Useful Lives | The following table provides a summary of our acquired finite-lived intangible assets at September 30, 2013 and December 31, 2012, including weighted-average useful lives for each major intangible asset class and in total: | |||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Finite-lived intangible assets (weighted average life) | ||||||||||||||||
Backlog and customer relationships (6 years) | $ | 280,800 | $ | (20,348 | ) | $ | — | $ | — | |||||||
Process technologies (15 years) | 301,109 | (85,192 | ) | 228,304 | (71,391 | ) | ||||||||||
Tradenames (4 years) | 131,504 | (11,018 | ) | 10,417 | (2,659 | ) | ||||||||||
Lease agreements (6 years) | 7,597 | (7,322 | ) | 7,409 | (6,599 | ) | ||||||||||
Non-compete agreements (7 years) | 2,979 | (2,457 | ) | 2,929 | (2,102 | ) | ||||||||||
Total (9 years) (1) | $ | 723,989 | $ | (126,337 | ) | $ | 249,059 | $ | (82,751 | ) | ||||||
-1 | The increase in intangibles during the nine months ended September 30, 2013 primarily relates to approximately $412,100 of intangibles acquired in connection with the Shaw Acquisition and approximately $60,800 acquired in connection with our acquisition of E-Gas (both as further discussed in Note 4), partially offset by amortization expense. Amortization expense for our intangibles existing at September 30, 2013 is anticipated to be approximately $59,500, $77,500, $67,700, $60,300 and $49,000 for 2013, 2014, 2015, 2016 and 2017, respectively. |
PARTNERING_ARRANGEMENTS_Tables
PARTNERING ARRANGEMENTS - (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
Summarized Balance Sheet Information of Variable Interest Entities | The following table presents summarized balance sheet information for our consolidated VIEs: | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
CB&I/Kentz | ||||||||
Current assets | $ | 169,471 | $ | 82,421 | ||||
Current liabilities | $ | 64,478 | $ | 39,276 | ||||
CB&I/Clough | ||||||||
Current assets | $ | 171,679 | $ | 145,666 | ||||
Current liabilities | $ | 88,072 | $ | 79,523 | ||||
CB&I/AREVA (1) | ||||||||
Current assets | $ | 117,510 | $ | — | ||||
Current liabilities | $ | 136,095 | $ | — | ||||
All Other | ||||||||
Current assets | $ | 83,681 | $ | 24,536 | ||||
Non-current assets | 50,096 | — | ||||||
Total assets | $ | 133,777 | $ | 24,536 | ||||
Current liabilities | $ | 56,957 | $ | 28,339 | ||||
(1) The CB&I/AREVA asset and liability values are based upon preliminary information and are subject to change upon finalization of our fair value assessment of the Shaw Acquisition (see Note 4). |
FACILITY_REALIGNMENT_AND_CHANG1
FACILITY REALIGNMENT AND CHANGE-IN-CONTROL LIABILITIES - (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Restructuring and Related Activities [Abstract] | ||||
Schedule of Restructuring and Related Costs | The following table summarizes the movements in the facility realignment and change-in-control liabilities during the nine months ended September 30, 2013: | |||
Balance at December 31, 2012 | $ | 12,752 | ||
Charges | — | |||
Shaw Acquisition-related obligations | 37,000 | |||
Cash payments | (43,611 | ) | ||
Foreign exchange and other | 17 | |||
Balance at September 30, 2013 | $ | 6,158 | ||
DEBT_Tables
DEBT - (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Summary of Outstanding Debt | Our outstanding debt at September 30, 2013 and December 31, 2012 was as follows: | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current | ||||||||
Revolving facility debt | 244,000 | — | ||||||
Current maturities of term loan | 93,750 | — | ||||||
Current debt | $ | 337,750 | $ | — | ||||
Long-Term | ||||||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin) | 943,750 | — | ||||||
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%) | 800,000 | 800,000 | ||||||
Less: current maturities of term loan | (93,750 | ) | — | |||||
Long-term debt | $ | 1,650,000 | $ | 800,000 | ||||
FINANCIAL_INSTRUMENTS_Tables
FINANCIAL INSTRUMENTS - (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Financial Instruments Carried at Fair Value | The following table presents the fair value of our cash and cash equivalents, restricted cash, foreign currency exchange rate derivatives and interest rate derivatives at September 30, 2013 and December 31, 2012, respectively, by valuation hierarchy and balance sheet classification: | |||||||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 542,963 | $ | — | $ | — | $ | 542,963 | $ | 643,395 | $ | — | $ | — | $ | 643,395 | ||||||||||||||||
Restricted cash | — | — | — | — | 800,000 | — | — | 800,000 | ||||||||||||||||||||||||
Derivatives (1): | ||||||||||||||||||||||||||||||||
Other current assets | — | 2,708 | — | 2,708 | — | 1,731 | — | 1,731 | ||||||||||||||||||||||||
Other non-current assets | — | 4,545 | — | 4,545 | — | 5 | — | 5 | ||||||||||||||||||||||||
Total assets at fair value | $ | 542,963 | $ | 7,253 | $ | — | $ | 550,216 | $ | 1,443,395 | $ | 1,736 | $ | — | $ | 1,445,131 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Derivatives (1): | ||||||||||||||||||||||||||||||||
Accrued liabilities | $ | — | $ | (5,158 | ) | $ | — | $ | (5,158 | ) | $ | — | $ | (5,072 | ) | $ | — | $ | (5,072 | ) | ||||||||||||
Other non-current liabilities | — | (595 | ) | — | (595 | ) | — | (497 | ) | — | (497 | ) | ||||||||||||||||||||
Total liabilities at fair value | $ | — | $ | (5,753 | ) | $ | — | $ | (5,753 | ) | $ | — | $ | (5,569 | ) | $ | — | $ | (5,569 | ) | ||||||||||||
-1 | We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total level 2 assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all counterparties on a continuous basis. | |||||||||||||||||||||||||||||||
Total Fair Value by Underlying Risk and Balance Sheet Classification | Fair Value—The following table presents the total fair value by underlying risk and balance sheet classification for derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges at September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||||||||||
Balance Sheet | 30-Sep-13 | 31-Dec-12 | Balance Sheet | 30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||
Classification | Classification | |||||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | Other current and non-current assets | $ | 3,754 | $ | — | Accrued and other non-current liabilities | $ | (2,430 | ) | $ | — | |||||||||||||||||||||
Foreign currency | Other current and non-current assets | 1,609 | 628 | Accrued and other non-current liabilities | (734 | ) | (862 | ) | ||||||||||||||||||||||||
$ | 5,363 | $ | 628 | $ | (3,164 | ) | $ | (862 | ) | |||||||||||||||||||||||
Derivatives not designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | Other current and non-current assets | $ | — | $ | — | Accrued and other non-current liabilities | $ | — | $ | — | ||||||||||||||||||||||
Foreign currency | Other current and non-current assets | 1,890 | 1,108 | Accrued and other non-current liabilities | (2,589 | ) | (4,707 | ) | ||||||||||||||||||||||||
$ | 1,890 | $ | 1,108 | $ | (2,589 | ) | $ | (4,707 | ) | |||||||||||||||||||||||
Total fair value | $ | 7,253 | $ | 1,736 | $ | (5,753 | ) | $ | (5,569 | ) | ||||||||||||||||||||||
Derivative Assets and Liabilities on Gross and Net Settlement Basis | The following table presents our derivative assets and liabilities at September 30, 2013 on a gross basis and a net settlement basis: | |||||||||||||||||||||||||||||||
Gross | Gross Amounts | Net Amounts | Gross Amounts Not Offset on | Net Amount | ||||||||||||||||||||||||||||
Amounts | Offset on the | Presented on the | the Balance Sheet (iv) | (v) =160;(iii) - (iv) | ||||||||||||||||||||||||||||
Recognized | Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||||||
(i) | (ii) | (iii) =i) - (ii) | Financial | Cash | ||||||||||||||||||||||||||||
Instruments | Collateral | |||||||||||||||||||||||||||||||
Received | ||||||||||||||||||||||||||||||||
Derivatives | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Interest rate | $ | 3,754 | $ | — | $ | 3,754 | $ | — | $ | — | $ | 3,754 | ||||||||||||||||||||
Foreign currency | 3,499 | — | 3,499 | (102 | ) | — | 3,397 | |||||||||||||||||||||||||
Total assets | $ | 7,253 | $ | — | $ | 7,253 | $ | (102 | ) | $ | — | $ | 7,151 | |||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Interest rate | $ | (2,430 | ) | $ | — | $ | (2,430 | ) | $ | — | $ | — | $ | (2,430 | ) | |||||||||||||||||
Foreign currency | (3,323 | ) | — | (3,323 | ) | 102 | — | (3,221 | ) | |||||||||||||||||||||||
Total liabilities | $ | (5,753 | ) | $ | — | $ | (5,753 | ) | $ | 102 | $ | — | $ | (5,651 | ) | |||||||||||||||||
Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue | AOCI/Other—The following table presents the total value, by underlying risk, recognized in other comprehensive income (“OCI”) and reclassified from AOCI to interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) during the three and nine months ended September 30, 2013 and September 30, 2012, for derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||||
Amount of Gain (Loss) on Effective Derivative Portion | ||||||||||||||||||||||||||||||||
Recognized in OCI | Reclassified from AOCI into Earnings (1) | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Interest rate | $ | (2,375 | ) | $ | 22 | $ | 61 | $ | (18 | ) | $ | (556 | ) | $ | (389 | ) | $ | (1,263 | ) | $ | (1,156 | ) | ||||||||||
Foreign currency | (1,146 | ) | (332 | ) | 1,284 | 470 | 581 | 541 | 1,013 | (341 | ) | |||||||||||||||||||||
Total | $ | (3,521 | ) | $ | (310 | ) | $ | 1,345 | $ | 452 | $ | 25 | $ | 152 | $ | (250 | ) | $ | (1,497 | ) | ||||||||||||
-1 | Net unrealized losses totaling $562 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations. | |||||||||||||||||||||||||||||||
Total Value Recognized in Cost of Revenue for Derivatives which Do Not Seek Hedge Accounting Treatment, by Underlying Risk | The following table presents the total value, by underlying risk, recognized in cost of revenue for the three and nine months ended September 30, 2013 and September 30, 2012 for foreign currency derivatives not designated as cash flow hedges: | |||||||||||||||||||||||||||||||
Amount of Gain (Loss) | ||||||||||||||||||||||||||||||||
Recognized in Earnings | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Derivatives not designated as cash flow hedges | ||||||||||||||||||||||||||||||||
Foreign currency | (3,584 | ) | (305 | ) | 667 | (3,520 | ) | |||||||||||||||||||||||||
Total | $ | (3,584 | ) | $ | (305 | ) | $ | 667 | $ | (3,520 | ) | |||||||||||||||||||||
RETIREMENT_BENEFITS_Tables
RETIREMENT BENEFITS - (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Contribution Information for Defined Benefit and Other Postretirement Plans | The following table provides updated contribution information for our plans at September 30, 2013: | |||||||||||||||
Pension Plans | Other Postretirement | |||||||||||||||
Plans | ||||||||||||||||
Contributions made through September 30, 2013 | $ | 13,486 | $ | 1,675 | ||||||||||||
Contributions expected for the remainder of 2013 | 4,223 | 716 | ||||||||||||||
Total contributions expected for 2013 (1) | $ | 17,709 | $ | 2,391 | ||||||||||||
-1 | Includes $1,129 associated with pension plans acquired in the Shaw Acquisition. | |||||||||||||||
Components of Net Periodic Benefit Cost | The following table provides a breakout of the components of net periodic benefit cost associated with our defined benefit pension and other postretirement plans for the three and nine months ended September 30, 2013 and September 30, 2012: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Pension Plans | ||||||||||||||||
Service cost | $ | 1,657 | $ | 944 | $ | 4,928 | $ | 2,893 | ||||||||
Interest cost | 7,801 | 6,526 | 22,490 | 19,900 | ||||||||||||
Expected return on plan assets | (7,499 | ) | (5,855 | ) | (21,433 | ) | (17,832 | ) | ||||||||
Amortization of prior service credits | (116 | ) | (110 | ) | (345 | ) | (338 | ) | ||||||||
Recognized net actuarial losses | 1,128 | 679 | 3,377 | 2,032 | ||||||||||||
Net periodic benefit cost (1) | $ | 2,971 | $ | 2,184 | $ | 9,017 | $ | 6,655 | ||||||||
Other Postretirement Plans | ||||||||||||||||
Service cost | $ | 311 | $ | 281 | $ | 933 | $ | 843 | ||||||||
Interest cost | 516 | 660 | 1,548 | 1,978 | ||||||||||||
Amortization of prior service credits | (66 | ) | (68 | ) | (200 | ) | (202 | ) | ||||||||
Recognized net actuarial gains | (130 | ) | (69 | ) | (388 | ) | (209 | ) | ||||||||
Net periodic benefit cost | $ | 631 | $ | 804 | $ | 1,893 | $ | 2,410 | ||||||||
-1 | Includes $356 and $895 of income associated with pension plans acquired in the Shaw Acquisition for the three and nine months ended September 30, 2013, respectively. |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME - (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Changes in AOCI Balances by Component | The following tables present changes in AOCI by component and reclassification of AOCI into earnings for the nine months ended September 30, 2013: | ||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
Currency | Unrealized | Defined Benefit | Total | ||||||||||||||
Translation | Fair Value Of | Pension and Other | |||||||||||||||
Adjustment (1) | Cash Flow Hedges | Postretirement Plans | |||||||||||||||
Balance at December 31, 2012 | $ | (21,843 | ) | $ | 296 | $ | (79,485 | ) | $ | (101,032 | ) | ||||||
OCI before reclassifications | (8,138 | ) | 1,944 | (596 | ) | (6,790 | ) | ||||||||||
Amounts reclassified from AOCI | — | 383 | 2,388 | 2,771 | |||||||||||||
Net OCI | (8,138 | ) | 2,327 | 1,792 | (4,019 | ) | |||||||||||
Balance at September 30, 2013 | $ | (29,981 | ) | $ | 2,623 | $ | (77,693 | ) | $ | (105,051 | ) | ||||||
-1 | The currency translation adjustment component of AOCI was impacted during the nine months ended September 30, 2013 primarily by movements in the Australian Dollar exchange rates against the U.S. Dollar. | ||||||||||||||||
Significant Items Reclassified From AOCI Into Earnings | |||||||||||||||||
Amounts | |||||||||||||||||
Reclassified | |||||||||||||||||
AOCI Components | From AOCI | ||||||||||||||||
Unrealized Fair Value Of Cash Flow Hedges (1) | |||||||||||||||||
Interest rate derivatives (interest expense) | $ | 1,263 | |||||||||||||||
Foreign currency derivatives (cost of revenue) | (1,013 | ) | |||||||||||||||
Total, before taxes | $ | 250 | |||||||||||||||
Taxes | 133 | ||||||||||||||||
Total, net of taxes | $ | 383 | |||||||||||||||
Defined Benefit Pension and Other Postretirement Plans (2) | |||||||||||||||||
Amortization of prior service costs/credits | $ | (545 | ) | ||||||||||||||
Recognized net actuarial gains/losses | 2,989 | ||||||||||||||||
Total, before taxes | $ | 2,444 | |||||||||||||||
Taxes | (56 | ) | |||||||||||||||
Total, net of taxes | $ | 2,388 | |||||||||||||||
-1 | See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. | ||||||||||||||||
-2 | See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost. |
STOCKSETTLED_AND_CASHSETTLED_E1
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Equity-Based Awards in Conjunction with Shaw Acquisition | In conjunction with the Shaw Acquisition we converted Shaw’s stock-settled and cash-settled equity-based awards to the following equivalent CB&I awards: | ||||||
Equity-Based Awards (stock-settled) | |||||||
Stock options (1) | 1,081 | ||||||
Stock-settled RSUs (2) | 281 | ||||||
Total | 1,362 | ||||||
Equity-Based Awards (cash-settled) | |||||||
Cash-settled RSUs (3) | 307 | ||||||
Cash-settled SARs (4) | 166 | ||||||
Total (5) | 473 | ||||||
-1 | Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively. | ||||||
-2 | Stock-settled RSUs represent Shaw unvested RSUs and performance cash units that were granted subsequent to July 30, 2012, the date of the Acquisition Agreement, and converted to CB&I RSUs. These RSUs continue to vest over the three-year period from the original grant date. | ||||||
-3 | Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date. | ||||||
-4 | Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years. | ||||||
-5 | Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively. | ||||||
Granted Shares Associated with Incentive Plans | Stock-Settled and Cash-Settled Equity-Based Plans—During the nine months ended September 30, 2013, we granted the following awards associated with our equity-based incentive plans: | ||||||
Shares (1) | Weighted Average | ||||||
Grant-Date Fair | |||||||
Value Per Share | |||||||
RSUs | 437 | $ | 53.7 | ||||
Performance shares | 366 | $ | 57.4 | ||||
Total | 803 | ||||||
-1 | No stock options were granted during the nine months ended September 30, 2013. | ||||||
Stock-Based Incentive Plans and Employee Stock Purchase Plan | During the nine months ended September 30, 2013, we had the following activity associated with our equity-based incentive plans and employee stock purchase plan (“ESPP”): | ||||||
Equity-Based Awards (stock-settled) | |||||||
Performance shares (issued upon vesting) | 667 | ||||||
RSUs (issued upon vesting) (1) | 923 | ||||||
Stock options (issued upon exercise) | 723 | ||||||
ESPP shares (issued upon sale) | 147 | ||||||
Total Shares Issued | 2,460 | ||||||
Equity-Based Awards (cash-settled) | |||||||
Cash-settled RSUs (paid upon vesting) | $ | 2,284 | |||||
Cash-settled SARs (paid upon exercise) | 628 | ||||||
Total Cash Payments | $ | 2,912 | |||||
-1 | Includes 399 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet. |
UNAPPROVED_CHANGE_ORDERS_AND_C1
UNAPPROVED CHANGE ORDERS AND CLAIMS - (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Contractors [Abstract] | ||||
Summary Of Information Related To Significant Unapproved Change Orders And Claims | The following table summarizes information related to our significant unapproved change orders and claims with our customers (for which we have adjusted project price) at September 30, 2013 and December 31, 2012: | |||
Nine Months Ended | ||||
30-Sep-13 | ||||
Amounts included in project price—December 31, 2012 | $ | 47,100 | ||
Amounts acquired in the Shaw Acquisition (1) | 505,000 | |||
Increase in project price, net | 9,700 | |||
Amounts included in project price—September 30, 2013 | $ | 561,800 | ||
Revenue recorded on a POC basis during the nine months ended September 30, 2013 | $ | 42,700 | ||
Revenue recorded on a POC basis cumulatively through September 30, 2013 (2) | $ | 85,100 | ||
-1 | The changes in the preliminary amounts acquired in the Shaw Acquisition since our initial estimate reported in the first quarter 2013 were primarily related to increases in fair value adjustments associated with our acquired contracts. | |||
-2 | The cumulative amount recognized on a POC basis through September 30, 2013 excludes $102,400 that was recognized prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION - (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Total Revenue and Income from Operations by Reporting Segment | The following table presents total revenue and income from operations by reporting segment: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 1,750,659 | $ | 871,084 | $ | 4,841,773 | $ | 2,340,682 | ||||||||
Fabrication Services | 707,026 | 425,360 | 1,877,545 | 1,267,855 | ||||||||||||
Technology | 155,941 | 150,498 | 468,723 | 339,201 | ||||||||||||
Government Solutions | 378,424 | — | 906,229 | — | ||||||||||||
Total revenue | $ | 2,992,050 | $ | 1,446,942 | $ | 8,094,270 | $ | 3,947,738 | ||||||||
Income From Operations | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 74,659 | $ | 45,400 | $ | 219,344 | $ | 108,855 | ||||||||
Fabrication Services | 72,184 | 45,208 | 184,103 | 127,382 | ||||||||||||
Technology | 44,804 | 41,077 | 116,710 | 85,892 | ||||||||||||
Government Solutions | 15,746 | — | 30,402 | — | ||||||||||||
Total operating groups | $ | 207,393 | $ | 131,685 | $ | 550,559 | $ | 322,129 | ||||||||
Acquisition-related costs | (5,257 | ) | (3,500 | ) | (76,477 | ) | (5,000 | ) | ||||||||
Total income from operations | $ | 202,136 | $ | 128,185 | $ | 474,082 | $ | 317,129 | ||||||||
Total Assets by Reportable Segment | In conjunction with the Shaw Acquisition, our total assets increased significantly from December 31, 2012 to September 30, 2013. The distribution of our total assets as of each date was as follows: | |||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Engineering, Construction and Maintenance | $ | 2,053,782 | $ | 1,478,678 | ||||||||||||
Fabrication Services | 1,632,895 | 1,131,947 | ||||||||||||||
Technology | 475,547 | 626,031 | ||||||||||||||
Government Solutions | 623,315 | — | ||||||||||||||
Total tangible assets | $ | 4,785,539 | $ | 3,236,656 | ||||||||||||
Goodwill | 3,754,344 | 926,711 | ||||||||||||||
Other intangible assets, net | 597,652 | 166,308 | ||||||||||||||
Total assets | $ | 9,137,535 | $ | 4,329,675 | ||||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | |||||
Contract retentions | $60,100,000 | $60,100,000 | $37,200,000 | ||
Allowance for doubtful accounts | 1,700,000 | 1,700,000 | 1,300,000 | ||
Acquisition related cost | 5,257,000 | 3,500,000 | 76,477,000 | 5,000,000 | |
Income tax and associated interest reserves | 11,900,000 | 11,900,000 | 5,200,000 | ||
Unrecognized income tax benefits that would affect the effective tax rate if recognized | 8,700,000 | 8,700,000 | |||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets useful lives | 2 years | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets useful lives | 20 years | ||||
Term Loan | |||||
Significant Accounting Policies [Line Items] | |||||
Hedge against interest rate variability | 505,000,000 | ||||
Unsecured term loan | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Shaw Group Inc | |||||
Significant Accounting Policies [Line Items] | |||||
Acquisition related cost | 5,300,000 | 3,500,000 | 76,500,000 | 5,000,000 | |
Income tax and associated interest reserves | $6,200,000 | $6,200,000 |
EARNINGS_PER_SHARE_Reconciliat
EARNINGS PER SHARE - Reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | |||||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||||
Net income attributable to CB&I | $117,688 | $80,231 | $257,339 | $212,038 | |||
Weighted average shares outstanding—basic (1) | 107,277 | 96,399 | 105,398 | 96,684 | |||
Effect of restricted shares/performance shares/stock options (2) | 1,319 | 1,345 | 1,405 | 1,477 | |||
Effect of directors’ deferred-fee shares | 69 | 70 | 71 | 70 | |||
Weighted average shares outstanding—diluted | 108,665 | 97,814 | 106,874 | 98,231 | |||
Net Income (Loss) Attributable to Parent [Abstract] | |||||||
Basic | $1.10 | $0.83 | $2.44 | $2.19 | |||
Diluted | $1.08 | $0.82 | $2.41 | $2.16 | |||
Earnings Per Share, Basic [Abstract] | |||||||
Weighted average shares outstanding—basic (2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition) | 8,893 | 0 | 8,893 | ||||
Effect of restricted shares/performance shares/stock options - Antidilutive options excluded from EPS | 118 | 166 | 142 | 166 |
ACQUISITIONS_Additional_Inform
ACQUISITIONS - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | 31-May-13 | Sep. 30, 2013 | Dec. 31, 2012 |
Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Phillips 66's E-Gas [Member] | Process technologies (15 years) | Process technologies (15 years) | |||||||
Westinghouse Bonds | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination Provisional Information Initial Accounting Incomplete, Adjustment, Contracts In Progress | $662,085 | |||||||||||||||
Total purchase price | 3,340,070 | |||||||||||||||
Business acquisition, purchase price cash | 2,851,260 | |||||||||||||||
Business acquisition, cost of acquired entity, equity consideration | 488,810 | |||||||||||||||
Cash consideration funded using existing cash balance | 1,051,260 | |||||||||||||||
Cash acquired | 1,137,927 | |||||||||||||||
Cash purchase price, net of cash acquired | 1,713,333 | 1,713,333 | 0 | |||||||||||||
Total purchase price, net of unrestricted cash acquired | 2,202,143 | |||||||||||||||
Shaw stock conversion price | $41 | |||||||||||||||
Shaw stock conversion shares of CBI | 0.12883 | |||||||||||||||
Shares issued in connection with Shaw acquisition | 8,893,000 | 0 | 8,893,000 | |||||||||||||
Business acquisition equity awards issued | 1,362,000 | 1,362,000 | ||||||||||||||
Shaw stock conversion shares of CBI | 473,000 | |||||||||||||||
Business acquisition, revenue | 2,884,700 | |||||||||||||||
Business acquisition, income | 130,000 | |||||||||||||||
Financing cost incurred on acquisition | 20,000 | 59,100 | ||||||||||||||
Acquisition related cost | 5,257 | 3,500 | 76,477 | 5,000 | 5,300 | 3,500 | 76,500 | 5,000 | ||||||||
Recognized interest and fees | 8,500 | |||||||||||||||
Recognized interest and fees | 2,000 | |||||||||||||||
Goodwill | 3,754,344 | 3,754,344 | 926,711 | 2,826,450 | ||||||||||||
Finite-lived Intangible Assets Acquired | -60,800 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 20,570 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Defered Taxes | $239,599 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | 9 years | 15 years | 15 years |
ACQUISITIONS_Summary_of_Prelim
ACQUISITIONS - Summary of Preliminary Purchase Price Allocation of Shaw Net Assets Acquired At Acquisition Closing Date (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 13, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 13, 2013 | Sep. 30, 2013 | Feb. 13, 2013 | Sep. 30, 2013 | Feb. 13, 2013 | Feb. 13, 2013 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Backlog and customer relationships | Backlog and customer relationships | Tradenames | Tradenames | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Westinghouse Bonds | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | ||||||||
Backlog and customer relationships | Backlog and customer relationships | Tradenames | Tradenames | Other Intangible Assets | Other Intangible Assets | Shaw Group Inc | Backlog and customer relationships | Backlog and customer relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Unrestricted cash | $1,137,927 | |||||||||||||||||||||||||
Inventory | 272,192 | |||||||||||||||||||||||||
Other current assets | 504,442 | |||||||||||||||||||||||||
Property and equipment | 516,407 | |||||||||||||||||||||||||
Other non-current assets | 76,258 | |||||||||||||||||||||||||
Deferred income taxes, net | 543,006 | [1] | ||||||||||||||||||||||||
Westinghouse obligations, net | -44,793 | [2] | ||||||||||||||||||||||||
Contracts in progress, net | -1,779,871 | [3] | ||||||||||||||||||||||||
Accounts payable | -535,618 | |||||||||||||||||||||||||
Other current liabilities | -442,814 | |||||||||||||||||||||||||
Other non-current liabilities | -145,616 | |||||||||||||||||||||||||
Total net tangible assets | 101,520 | |||||||||||||||||||||||||
Intangible assets | 412,100 | 280,800 | 121,000 | 10,300 | ||||||||||||||||||||||
Goodwill | 3,754,344 | 3,754,344 | 926,711 | 2,826,450 | ||||||||||||||||||||||
Total purchase price | 3,340,070 | |||||||||||||||||||||||||
Unrestricted cash acquired | -1,137,927 | |||||||||||||||||||||||||
Total purchase price, net of unrestricted cash acquired | 2,202,143 | |||||||||||||||||||||||||
Deferred tax assets | 677,879 | |||||||||||||||||||||||||
Deferred tax liabilities | 134,873 | |||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Liabilities, Long-term Debt | 1,380,086 | |||||||||||||||||||||||||
Restricted cash | 1,335,293 | |||||||||||||||||||||||||
Deferred income taxes, net | 650,800 | |||||||||||||||||||||||||
Contracts in progress period for revenue recognition | 5 years | 6 years | ||||||||||||||||||||||||
Estimated lives | 10 years | 15 years | 2 years | 2 years | 20 years | 20 years | ||||||||||||||||||||
Weighted average life | 9 years | 9 years | 6 years | 6 years | 4 years | 4 years | 6 years | 3 years | 5 years | |||||||||||||||||
Intangible asset amortization expense | 17,411 | 5,996 | 42,682 | 18,125 | 28,750 | |||||||||||||||||||||
Goodwill deductible for tax purpose | $44,200 | |||||||||||||||||||||||||
[1] | Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $677,879 of deferred tax assets and $134,873 of deferred tax liabilities. | |||||||||||||||||||||||||
[2] | Westinghouse Obligations—Westinghouse obligations represent the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion. | |||||||||||||||||||||||||
[3] | Contracts in Progress—Included in contracts in progress is a margin fair value adjustment of approximately $650,800 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This margin fair value adjustment will be included in revenue on a POC basis as the applicable projects progress over approximately five to six years. |
ACQUISITIONS_Unaudited_Pro_For
ACQUISITIONS - Unaudited Pro Forma Condensed Combined Financial Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Pro Forma Non Recurring Acquisition Related Costs | $3,600 | $57,100 | $61,100 | $50,700 |
Pro forma revenue | 2,988,550 | 2,786,270 | 8,584,140 | 8,037,570 |
Pro forma net income attributable to CB&I | $121,344 | $109,942 | $321,027 | $248,876 |
Pro forma net income attributable to CB&I per share: | ||||
Basic | $1.13 | $1.04 | $3 | $2.36 |
Diluted | $1.12 | $1.03 | $2.96 | $2.32 |
INVENTORY_Components_of_Invent
INVENTORY - Components of Inventory (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $184,452 | $11,870 |
Work in process | 39,393 | 1,360 |
Finished goods | 92,651 | 19,089 |
Total | $316,496 | $32,319 |
GOODWILL_AND_OTHER_INTANGIBLES2
GOODWILL AND OTHER INTANGIBLES - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $3,754,344 | $926,711 |
GOODWILL_AND_OTHER_INTANGIBLES3
GOODWILL AND OTHER INTANGIBLES - Change in Goodwill (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Feb. 13, 2013 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2012 | $926,711 | |
Foreign currency translation | 5,596 | |
Amortization of tax goodwill in excess of book goodwill | -4,413 | |
Balance at September 30, 2013 | 3,754,344 | |
Shaw Group Inc | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2012 | 2,826,450 | |
Shaw Acquisition (Note 4) | 2,826,450 | |
Balance at September 30, 2013 | $2,826,450 |
GOODWILL_AND_OTHER_INTANGIBLES4
GOODWILL AND OTHER INTANGIBLES - Finite-Lived Intangible Asset Balances Including Weighted-Average Useful Lives (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $723,989 | [1] | $249,059 |
Accumulated Amortization | -126,337 | -82,751 | |
Weighted average life | 9 years | 9 years | |
Backlog and customer relationships (6 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 280,800 | 0 | |
Accumulated Amortization | -20,348 | 0 | |
Weighted average life | 6 years | 6 years | |
Process technologies (15 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 301,109 | 228,304 | |
Accumulated Amortization | -85,192 | -71,391 | |
Weighted average life | 15 years | 15 years | |
Tradenames (4 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 131,504 | 10,417 | |
Accumulated Amortization | -11,018 | -2,659 | |
Weighted average life | 4 years | 4 years | |
Lease agreements (6 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 7,597 | 7,409 | |
Accumulated Amortization | -7,322 | -6,599 | |
Weighted average life | 6 years | 6 years | |
Non-compete agreements (7 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,979 | 2,929 | |
Accumulated Amortization | ($2,457) | ($2,102) | |
Weighted average life | 7 years | 7 years | |
Shaw Group Inc | Backlog and customer relationships (6 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average life | 6 years | ||
Shaw Group Inc | Tradenames (4 years) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average life | 3 years | ||
[1] | The increase in intangibles during the nine months ended September 30, 2013 primarily relates to approximately $412,100 of intangibles acquired in connection with the Shaw Acquisition and approximately $60,800 acquired in connection with our acquisition of E-Gas (both as further discussed in Note 4), partially offset by amortization expense. Amortization expense for our intangibles existing at September 30, 2013 is anticipated to be approximately $59,500, $77,500, $67,700, $60,300 and $49,000 for 2013, 2014, 2015, 2016 and 2017, respectively. |
GOODWILL_AND_OTHER_INTANGIBLES5
GOODWILL AND OTHER INTANGIBLES - Finite-Lived Intangible Asset Balances Including Weighted-Average Useful Lives (Parenthetical) (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 13, 2013 | 31-May-13 | Sep. 30, 2013 | Dec. 31, 2012 |
Shaw Group Inc | Phillips 66's E-Gas [Member] | Process technologies (15 years) | Process technologies (15 years) | |||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $412,100 | |||||
Finite-lived Intangible Assets Acquired | 60,800 | |||||
Weighted average life | 9 years | 9 years | 15 years | 15 years | ||
Future amortization expense of intangibles assets 2013 | 59,500 | |||||
Future amortization expense of intangibles assets 2014 | 77,500 | |||||
Future amortization expense of intangibles assets 2015 | 67,700 | |||||
Future amortization expense of intangibles assets 2016 | 60,300 | |||||
Future amortization expense of intangibles assets 2017 | $49,000 |
PARTNERING_ARRANGEMENTS_Additi
PARTNERING ARRANGEMENTS - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Feb. 13, 2013 |
CB&I/Kentz Joint Venture | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | $4,500,000 | |
CB&I/Clough Joint Venture | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | 2,000,000 | |
Chicago Bridge And Iron Areva Joint Venture [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | 5,000,000 | |
CB&I | ||
Schedule of Investments [Line Items] | ||
Percentage of equity investment | 50.00% | |
Percentage of ownership in joint venture | 65.00% | |
Kentz | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in joint venture | 35.00% | |
Clough | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in joint venture | 35.00% | |
Shaw Group Inc | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in joint venture | 70.00% | |
AREVA | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in joint venture | 30.00% | |
CLG | ||
Schedule of Investments [Line Items] | ||
Percentage of equity investment | 50.00% | |
Net Power | ||
Schedule of Investments [Line Items] | ||
Percentage of equity investment | 10.00% | |
Commitment to invest | 50,400 | |
Equity method invested | $6,700 | $4,500 |
Net Power | Maximum | ||
Schedule of Investments [Line Items] | ||
Expected Percentage of ownership interest | 50.00% |
PARTNERING_ARRANGEMENTS_Summar
PARTNERING ARRANGEMENTS - Summarized Balance Sheet Information of Variable Interest Entities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
CB&I/Kentz Joint Venture | ||||
Variable Interest Entity [Line Items] | ||||
Current assets | $169,471 | $82,421 | ||
Current liabilities | 64,478 | 39,276 | ||
CB&I/Clough Joint Venture | ||||
Variable Interest Entity [Line Items] | ||||
Current assets | 171,679 | 145,666 | ||
Current liabilities | 88,072 | 79,523 | ||
CB&I/AREVA Joint Venture | ||||
Variable Interest Entity [Line Items] | ||||
Current assets | 117,510 | [1] | 0 | [1] |
Current liabilities | 136,095 | [1] | 0 | [1] |
All Other Joint Ventures | ||||
Variable Interest Entity [Line Items] | ||||
Current assets | 83,681 | 24,536 | ||
Current liabilities | 56,957 | 28,339 | ||
Non-current assets | 50,096 | 0 | ||
Total assets | $133,777 | $24,536 | ||
[1] | The CB&I/AREVA asset and liability values are based upon preliminary information and are subject to change upon finalization of our fair value assessment of the Shaw Acquisition (see Note 4). |
FACILITY_REALIGNMENT_AND_CHANG2
FACILITY REALIGNMENT AND CHANGE-IN-CONTROL LIABILITIES - Schedule of Restructuring and Related Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2012 | $12,752 | |
Charges | 0 | |
Shaw Acquisition-related obligations | 37,000 | 37,000 |
Cash payments | -43,611 | |
Foreign exchange and other | 17 | |
Balance at September 30, 2013 | $6,158 | $6,158 |
DEBT_Summary_of_Outstanding_De
DEBT - Summary of Outstanding Debt (Detail) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2006 | Dec. 31, 2006 |
USD ($) | USD ($) | Term Loan | Term Loan | Series A Senior Notes | Series B Senior Notes | Series C Senior Notes | Series D Senior Notes | Revolving Credit Facility One | Revolving Credit Facility Two | Revolving Credit Facility Three [Member] | Minimum | Minimum | Maximum | Maximum | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loan | Term Loan | Westinghouse Bonds | Westinghouse Bonds | |||||||
USD ($) | USD ($) | USD ($) | JPY (¥) | ||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line Of Credit Facility Expiration Dates | 2014-07 | 2018-02 | 2018-10 | ||||||||||||||||
Current | |||||||||||||||||||
Revolving facility debt | $244,000,000 | $0 | |||||||||||||||||
Less: current maturities of term loan | -93,750,000 | 0 | |||||||||||||||||
Current debt | 337,750,000 | 0 | |||||||||||||||||
Long-Term | |||||||||||||||||||
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin) | 943,750,000 | 0 | |||||||||||||||||
Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%) | 800,000,000 | 800,000,000 | 150,000,000 | 225,000,000 | 275,000,000 | 150,000,000 | |||||||||||||
Less: current maturities of term loan | -93,750,000 | 0 | |||||||||||||||||
Long-term debt | 1,650,000,000 | 800,000,000 | |||||||||||||||||
Unsecured term loan | $1,000,000,000 | $1,000,000,000 | $1,100,000,000 | ¥ 128,980,000,000 | |||||||||||||||
Debt instrument, interest rate terms | interest at LIBOR plus an applicable floating margin | interest at LIBOR plus an applicable floating margin | |||||||||||||||||
Debt Instrument Fixed Interest Rate | 4.15% | 4.15% | 5.30% | 5.30% |
DEBT_Additional_Information_De
DEBT - Additional Information (Detail) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2006 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 15, 2013 | Dec. 31, 2006 | Dec. 31, 2006 | Oct. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2006 | Dec. 31, 2006 | Mar. 15, 2013 | Mar. 15, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
USD ($) | USD ($) | Shaw Group Inc | Series A Senior Notes | Series B Senior Notes | Series C Senior Notes | Series D Senior Notes | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Westinghouse Bonds | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loan | Term Loan | Term Loan | Term Loan | Uncommitted Credit Facility | |
Westinghouse Electric Company | USD ($) | USD ($) | USD ($) | USD ($) | Shaw Group Inc | Shaw Group Inc | Toshiba | Toshiba | Toshiba | Toshiba | CB&I | CB&I | Revolving Credit Facility One | Revolving Credit Facility One | Revolving Credit Facility One | Revolving Credit Facility One | Revolving Credit Facility One Amended | Revolving Credit Facility One Amended | Revolving Credit Facility One Amended | Revolving Credit Facility Two | USD ($) | USD ($) | Shaw Group Inc | Shaw Group Inc | USD ($) | ||||
USD ($) | USD ($) | JPY (¥) | USD ($) | JPY (¥) | USD ($) | JPY (¥) | USD ($) | JPY (¥) | USD ($) | USD ($) | Maximum | Minimum | USD ($) | Maximum | Minimum | USD ($) | USD ($) | USD ($) | |||||||||||
USD ($) | |||||||||||||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||||||||||||
Percentage of Equity method investment | 20.00% | ||||||||||||||||||||||||||||
Equity method investment | $1,100,000,000 | ||||||||||||||||||||||||||||
Debt issued | 1,100,000,000 | 128,980,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||
Funding Percentage to repay Westinghouse bonds | 3.30% | 96.70% | 96.70% | ||||||||||||||||||||||||||
Funding to repay Westinghouse bonds | 1,309,000,000 | 124,724,000,000 | 1,064,000,000 | 124,724,000,000 | 44,800,000 | 4,256,000,000 | |||||||||||||||||||||||
Line of credit facility, original term | 4 years | 5 years | 4 years | ||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 1,100,000,000 | 1,100,000,000 | 650,000,000 | ||||||||||||||||||||||||||
Line of credit facility, borrowing capacity | 550,000,000 | 550,000,000 | 675,000,000 | 487,500,000 | |||||||||||||||||||||||||
Financial Letters Line Of Credit Capacity | 270,000,000 | ||||||||||||||||||||||||||||
Leverage ratio | 3.25 | 2.5 | 3 | ||||||||||||||||||||||||||
Fixed charge coverage ratio | 1.75 | 1.75 | |||||||||||||||||||||||||||
Minimum net worth | 1,505,896,000 | ||||||||||||||||||||||||||||
Minimum Amount Available For Dividends And Stock Repurchase | 200,000,000 | ||||||||||||||||||||||||||||
Customary restrictions, maximum amount available for dividends and stock repurchase in a trailing twelve-month period | 300,000,000 | 250,000,000 | |||||||||||||||||||||||||||
Debt Instrument Covenant Leverage Ratio For Dividend Payments and Share Repurchases | 2 | 2 | 1.5 | 1.5 | |||||||||||||||||||||||||
Credit facilities utilized | 157,174,000 | 157,174,000 | 208,519,000 | 744,275,000 | |||||||||||||||||||||||||
Available borrowing capacity under credit facility | 942,826,000 | 942,826,000 | 197,481,000 | 1,184,455,000 | |||||||||||||||||||||||||
Maximum borrowing under credit facility | 195,500,000 | 195,500,000 | 427,000,000 | ||||||||||||||||||||||||||
Outstanding borrowings | 244,000,000 | ||||||||||||||||||||||||||||
Line of credit facility replaced | 95,467,000 | 103,939,000 | |||||||||||||||||||||||||||
Unsecured term loan remaining | 943,750,000 | 0 | |||||||||||||||||||||||||||
Hedge against interest rate variability | 505,000,000 | ||||||||||||||||||||||||||||
Weighted average interest rate | 2.44% | ||||||||||||||||||||||||||||
Floating margin rate | 2.00% | ||||||||||||||||||||||||||||
Repayment of unsecured term loan in year one | 75,000,000 | ||||||||||||||||||||||||||||
Repayment of unsecured term loan in year two | 100,000,000 | ||||||||||||||||||||||||||||
Repayment of unsecured term loan in year three | 100,000,000 | ||||||||||||||||||||||||||||
Repayment of unsecured term loan in year four | 150,000,000 | ||||||||||||||||||||||||||||
Repayment of unsecured term loan in year five | 575,000,000 | ||||||||||||||||||||||||||||
Senior notes | 800,000,000 | 800,000,000 | 150,000,000 | 225,000,000 | 275,000,000 | 150,000,000 | |||||||||||||||||||||||
Semi annually fixed rate payable | 4.15% | 4.57% | 5.15% | 5.30% | |||||||||||||||||||||||||
Senior notes, maturity date | 2017-12 | 2019-12 | 2022-12 | 2024-12 | |||||||||||||||||||||||||
Additional uncommitted facilities | $1,928,730,000 |
FINANCIAL_INSTRUMENTS_Addition
FINANCIAL INSTRUMENTS - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Derivative [Line Items] | ||
Senior notes | $800,000,000 | $800,000,000 |
Term Loan | ||
Derivative [Line Items] | ||
Derivative Instrument Interest Rate Swap Designated As Cash Flow Hedge | 505,000,000 | |
Debt Instrument, Face Amount | 1,000,000,000 | 1,000,000,000 |
Foreign Exchange Contract Operating Exposure | ||
Derivative [Line Items] | ||
Notional value of outstanding forward contracts | 190,300,000 | |
Foreign Exchange Contract Operating Exposure | Maximum | ||
Derivative [Line Items] | ||
Maturity of foreign currency derivatives from period-end | 3 years | |
Level 2 | ||
Derivative [Line Items] | ||
Senior notes | $762,000,000 |
FINANCIAL_INSTRUMENTS_Carried_
FINANCIAL INSTRUMENTS - Carried at Fair Value (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Assets | ||||
Cash and cash equivalents | $542,963 | $643,395 | ||
Restricted cash | 0 | 800,000 | ||
Derivatives: | ||||
Other current assets | 2,708 | [1] | 1,731 | [1] |
Other non-current assets | 4,545 | [1] | 5 | [1] |
Total assets at fair value | 550,216 | [1] | 1,445,131 | [1] |
Derivatives: | ||||
Accrued liabilities | -5,158 | [1] | -5,072 | [1] |
Other non-current liabilities | -595 | [1] | -497 | [1] |
Total liabilities at fair value | -5,753 | [1] | -5,569 | [1] |
Level 1 | ||||
Assets | ||||
Cash and cash equivalents | 542,963 | 643,395 | ||
Restricted cash | 0 | 800,000 | ||
Derivatives: | ||||
Other current assets | 0 | [1] | 0 | [1] |
Other non-current assets | 0 | [1] | 0 | [1] |
Total assets at fair value | 542,963 | [1] | 1,443,395 | [1] |
Derivatives: | ||||
Accrued liabilities | 0 | [1] | 0 | [1] |
Other non-current liabilities | 0 | [1] | 0 | [1] |
Total liabilities at fair value | 0 | [1] | 0 | [1] |
Level 2 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Derivatives: | ||||
Other current assets | 2,708 | [1] | 1,731 | [1] |
Other non-current assets | 4,545 | [1] | 5 | [1] |
Total assets at fair value | 7,253 | [1] | 1,736 | [1] |
Derivatives: | ||||
Accrued liabilities | -5,158 | [1] | -5,072 | [1] |
Other non-current liabilities | -595 | [1] | -497 | [1] |
Total liabilities at fair value | -5,753 | [1] | -5,569 | [1] |
Level 3 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Derivatives: | ||||
Other current assets | 0 | [1] | 0 | [1] |
Other non-current assets | 0 | [1] | 0 | [1] |
Total assets at fair value | 0 | [1] | 0 | [1] |
Derivatives: | ||||
Accrued liabilities | 0 | [1] | 0 | [1] |
Other non-current liabilities | 0 | [1] | 0 | [1] |
Total liabilities at fair value | $0 | [1] | $0 | [1] |
[1] | We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total level 2 assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all counterparties on a continuous basis. |
FINANCIAL_INSTRUMENTS_Total_Fa
FINANCIAL INSTRUMENTS - Total Fair Value by Underlying Risk and Balance Sheet Classification (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $7,253 | $1,736 |
Liability Derivatives Fair Value | -5,753 | -5,569 |
Interest rate | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 3,754 | |
Liability Derivatives Fair Value | -2,430 | |
Foreign currency | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 3,499 | |
Liability Derivatives Fair Value | -3,323 | |
Derivatives designated as cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 5,363 | 628 |
Liability Derivatives Fair Value | -3,164 | -862 |
Derivatives designated as cash flow hedges | Interest rate | Other current and non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 3,754 | 0 |
Derivatives designated as cash flow hedges | Interest rate | Accrued and other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | -2,430 | 0 |
Derivatives designated as cash flow hedges | Foreign currency | Other current and non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 1,609 | 628 |
Derivatives designated as cash flow hedges | Foreign currency | Accrued and other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | -734 | -862 |
Derivatives not designated as cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 1,890 | 1,108 |
Liability Derivatives Fair Value | -2,589 | -4,707 |
Derivatives not designated as cash flow hedges | Interest rate | Other current and non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 0 | 0 |
Derivatives not designated as cash flow hedges | Interest rate | Accrued and other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 0 | 0 |
Derivatives not designated as cash flow hedges | Foreign currency | Other current and non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 1,890 | 1,108 |
Derivatives not designated as cash flow hedges | Foreign currency | Accrued and other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | ($2,589) | ($4,707) |
FINANCIAL_INSTRUMENTS_Derivati
FINANCIAL INSTRUMENTS - Derivative Assets and Liabilities on Gross Basis and Net Settlement Basis (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ||
Gross Amounts Recognized (i) | $7,253 | $1,736 |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | 7,253 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | -102 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | 7,151 | |
Gross Amounts Recognized (i) | -5,753 | -5,569 |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | -5,753 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | 102 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | -5,651 | |
Interest Rate | ||
Derivative [Line Items] | ||
Gross Amounts Recognized (i) | 3,754 | |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | 3,754 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | 0 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | 3,754 | |
Gross Amounts Recognized (i) | -2,430 | |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | -2,430 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | 0 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | -2,430 | |
Foreign Currency | ||
Derivative [Line Items] | ||
Gross Amounts Recognized (i) | 3,499 | |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | 3,499 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | -102 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | 3,397 | |
Gross Amounts Recognized (i) | -3,323 | |
Gross Amounts Offset on the Balance Sheet (ii) | 0 | |
Net Amounts Presented on the Balance Sheet (iii) (i) - (ii) | -3,323 | |
Gross Amounts Not Offset on the Balance Sheet Financial Instruments (iv) | 102 | |
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv) | 0 | |
Net Amount (v) (iii) - (iv) | ($3,221) |
FINANCIAL_INSTRUMENTS_Total_Va
FINANCIAL INSTRUMENTS - Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net income | $132,963 | $86,253 | $295,535 | $220,071 |
Derivatives Designated As Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI | -3,521 | -310 | 1,345 | 452 |
Net income | 25 | 152 | -250 | -1,497 |
Derivatives Designated As Cash Flow Hedges | Interest rate | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI | -2,375 | 22 | 61 | -18 |
Net income | -556 | -389 | -1,263 | -1,156 |
Derivatives Designated As Cash Flow Hedges | Foreign currency | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI | -1,146 | -332 | 1,284 | 470 |
Net income | $581 | $541 | $1,013 | ($341) |
FINANCIAL_INSTRUMENTS_Total_Va1
FINANCIAL INSTRUMENTS - Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue (Parenthetical) (Detail) (Derivatives Designated As Cash Flow Hedges, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Derivatives Designated As Cash Flow Hedges | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Net unrealized gains(losses) anticipated to be reclassified into earnings during the next 12 months | ($562) |
FINANCIAL_INSTRUMENTS_Total_Va2
FINANCIAL INSTRUMENTS - Total Value Recognized in Cost of Revenue for Derivatives which Do Not Seek Hedge Accounting Treatment, by Underlying Risk (Detail) (Derivatives not designated as cash flow hedges, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings | ($3,584) | ($305) | $667 | ($3,520) |
Foreign currency | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings | ($3,584) | ($305) | $667 | ($3,520) |
RETIREMENT_BENEFITS_Additional
RETIREMENT BENEFITS - Additional Information (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Pension Plans | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contributions expected for 2013 fiscal year | $16,800 |
Other Postretirement Plans | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contributions expected for 2013 fiscal year | $2,900 |
RETIREMENT_BENEFITS_Contributi
RETIREMENT BENEFITS - Contribution Information for Defined Benefit and Other Postretirement Plans (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Pension Plans | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Contributions made through September 30, 2013 | $13,486 | |
Contributions expected for the remainder of 2013 | 4,223 | |
Total contributions expected for 2013 | 17,709 | [1] |
Other Postretirement Plans | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Contributions made through September 30, 2013 | 1,675 | |
Contributions expected for the remainder of 2013 | 716 | |
Total contributions expected for 2013 | $2,391 | [1] |
[1] | Includes $1,129 associated with pension plans acquired in the Shaw Acquisition. |
RETIREMENT_BENEFITS_Contributi1
RETIREMENT BENEFITS - Contribution Information for Defined Benefit and Other Postretirement Plans (Parenthetical) (Detail) (Shaw Group Inc, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Shaw Group Inc | |
Defined Benefit Plan Disclosure [Line Items] | |
Total contributions expected for 2013 | $1,129 |
RETIREMENT_BENEFITS_Components
RETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||
Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | $1,657 | $944 | $4,928 | $2,893 | ||
Interest cost | 7,801 | 6,526 | 22,490 | 19,900 | ||
Expected return on plan assets | -7,499 | -5,855 | -21,433 | -17,832 | ||
Amortization of prior service credits | -116 | -110 | -345 | -338 | ||
Recognized net actuarial losses | 1,128 | 679 | 3,377 | 2,032 | ||
Net periodic benefit cost | 2,971 | [1] | 2,184 | 9,017 | [1] | 6,655 |
Other Postretirement Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | 311 | 281 | 933 | 843 | ||
Interest cost | 516 | 660 | 1,548 | 1,978 | ||
Amortization of prior service credits | -66 | -68 | -200 | -202 | ||
Recognized net actuarial losses | -130 | -69 | -388 | -209 | ||
Net periodic benefit cost | $631 | $804 | $1,893 | $2,410 | ||
[1] | Includes $356 and $895 of income associated with pension plans acquired in the Shaw Acquisition for the three and nine months ended September 30, 2013, respectively. |
RETIREMENT_BENEFITS_Components1
RETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Parenthetical) (Detail) (Shaw Group Inc, USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 |
Shaw Group Inc | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net periodic benefit cost | $356 | $895 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) (Asbestos Litigation, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Plaintiff | |
LegalMatter | |
Asbestos Litigation | |
Commitments and Contingencies Disclosure [Line Items] | |
Number of plaintiffs | 5,300 |
Number of plaintiffs whose claims pending | 1,400 |
Number of plaintiffs whose claims closed through dismissals or settlements | 3,900 |
Settlement amount per claim | 1,000 |
Accrued litigation liability and related expenses | $2,900 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME - Changes by Component (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2012 | ($101,032) | |
OCI before reclassifications | -6,790 | |
Amounts reclassified from AOCI | 2,771 | |
Net OCI | -4,019 | |
Balance at September 30, 2013 | -105,051 | |
Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2012 | -21,843 | [1] |
OCI before reclassifications | -8,138 | [1] |
Amounts reclassified from AOCI | 0 | [1] |
Net OCI | -8,138 | [1] |
Balance at September 30, 2013 | -29,981 | [1] |
Unrealized Fair Value Of Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2012 | 296 | |
OCI before reclassifications | 1,944 | |
Amounts reclassified from AOCI | 383 | |
Net OCI | 2,327 | |
Balance at September 30, 2013 | 2,623 | |
Defined Benefit Pension and Other Postretirement Plans | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at December 31, 2012 | -79,485 | |
OCI before reclassifications | -596 | |
Amounts reclassified from AOCI | 2,388 | |
Net OCI | 1,792 | |
Balance at September 30, 2013 | ($77,693) | |
[1] | The currency translation adjustment component of AOCI was impacted during the nine months ended September 30, 2013 primarily by movements in the Australian Dollar exchange rates against the U.S. Dollar. |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE INCOME - Significant Items Reclassified Into Earnings (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Interest rate derivatives (interest expense) | ($22,569) | ($6,826) | ($66,072) | ($11,769) | |
Foreign currency derivatives (cost of revenue) | -2,675,481 | -1,258,052 | -7,234,466 | -3,446,699 | |
Income before taxes | 180,907 | 123,321 | 413,219 | 311,797 | |
Taxes | -47,944 | -37,068 | -117,684 | -91,726 | |
Net income | 132,963 | 86,253 | 295,535 | 220,071 | |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Interest rate derivatives (interest expense) | 1,263 | [1] | |||
Foreign currency derivatives (cost of revenue) | -1,013 | [1] | |||
Income before taxes | 250 | [1] | |||
Taxes | 133 | [1] | |||
Net income | 383 | [1] | |||
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Amortization of prior service costs/credits | -545 | [2] | |||
Recognized net actuarial gains/losses | 2,989 | [2] | |||
Income before taxes | 2,444 | [2] | |||
Taxes | -56 | [2] | |||
Net income | $2,388 | [2] | |||
[1] | See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. | ||||
[2] | See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost. |
STOCKSETTLED_AND_CASHSETTLED_E2
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Treasury Stock | Treasury Stock | Shaw Group Inc | Shaw Group Inc | Shaw Group Inc | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued in connection with Shaw acquisition | 8,893 | 0 | 8,893 | |||||||
Business acquisition equity awards issued | 1,362 | 1,362 | ||||||||
Stock-based compensation expense | $8,631 | $6,366 | $48,953 | $34,805 | ||||||
Stock-based compensation expense | 10,811 | |||||||||
Purchase of treasury stock (in shares) | 467 | 2,779 | ||||||||
Purchase of treasury stock | $24,996 | $123,255 | $24,996 | $123,255 | ||||||
Stock repurchase, average price per share | $53.50 |
STOCKSETTLED_AND_CASHSETTLED_E3
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Equity-Based Awards in Conjunction with Shaw Acquisition (Detail) (Shaw Group Inc) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 1,362 | |
Equity-Based Awards (cash-settled) | 473 | [1] |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 1,081 | [2] |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 281 | [3] |
Equity-Based Awards (cash-settled) | 307 | [4] |
Stock Appreciation Rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (cash-settled) | 166 | [5] |
[1] | Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively. | |
[2] | Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively. | |
[3] | Stock-settled RSUs represent Shaw unvested RSUs and performance cash units that were granted subsequent to July 30, 2012, the date of the Acquisition Agreement, and converted to CB&I RSUs. These RSUs continue to vest over the three-year period from the original grant date. | |
[4] | Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date. | |
[5] | Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years. |
STOCKSETTLED_AND_CASHSETTLED_E4
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Equity-Based Awards in Conjunction with Shaw Acquisition (Parenthetical) (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Expiration period | 10 years |
Exercisable | 717 |
Unvested | 364 |
Weighted average exercise price, exercisable | $41.62 |
Weighted average exercise price, unvested | $32.57 |
Weighted average remaining contractual, exercisable | 5 years 7 months 6 days |
Weighted average remaining contractual, unvested | 7 years 4 months 24 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Stock Appreciation Rights (SARs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Expiration period | 10 years |
Exercisable | 62 |
Unvested | 104 |
Weighted average exercise price, exercisable | $33.38 |
Weighted average exercise price, unvested | $33.39 |
Weighted average remaining contractual, SARs | 7 years 8 months 12 days |
STOCKSETTLED_AND_CASHSETTLED_E5
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Granted Shares Associated with Incentive Plans (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares (1) | 803 | [1] |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares (1) | 437 | [1] |
Weighted Average Grant-Date Fair Value Per Share | 53.7 | |
Performance shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares (1) | 366 | [1] |
Weighted Average Grant-Date Fair Value Per Share | 57.4 | |
[1] | No stock options were granted during the nine months ended September 30, 2013. |
STOCKSETTLED_AND_CASHSETTLED_E6
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Stock-Based Incentive Plans and Employee Stock Purchase Plan (Detail) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 2,460 | |
Equity-Based Awards (cash-settled) | 2,912 | |
Performance shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 667 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 923 | [1] |
Equity-Based Awards (cash-settled) | 2,284 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 723 | |
ESPP shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (stock-settled) | 147 | |
Stock Appreciation Rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-Based Awards (cash-settled) | 628 | |
[1] | Includes 399 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet. |
STOCKSETTLED_AND_CASHSETTLED_E7
STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS - Stock-Based Incentive Plans and Employee Stock Purchase Plan (Parenthetical) (Detail) (Restricted Stock Units (RSUs)) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust | 399 |
UNAPPROVED_CHANGE_ORDERS_AND_C2
UNAPPROVED CHANGE ORDERS AND CLAIMS - Summary Of Information Related To Significant Unapproved Change Orders And Claims (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Unapproved Change Orders and Claims [Roll Forward] | ||
Amounts included in project price—December 31, 2012 | $47,100 | |
Amounts acquired in the Shaw Acquisition | 505,000 | [1] |
Increase in project price, net | 9,700 | |
Amounts included in project price—September 30, 2013 | 561,800 | |
Revenue recorded on a POC basis during the nine months ended September 30, 2013 | 42,700 | |
Revenue recorded on a POC basis cumulatively through September 30, 2013 | $85,100 | [2] |
[1] | The changes in the preliminary amounts acquired in the Shaw Acquisition since our initial estimate reported in the first quarter 2013 were primarily related to increases in fair value adjustments associated with our acquired contracts. | |
[2] | The cumulative amount recognized on a POC basis through September 30, 2013 excludes $102,400 that was recognized prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. |
UNAPPROVED_CHANGE_ORDERS_AND_C3
UNAPPROVED CHANGE ORDERS AND CLAIMS - Summary Of Information Related To Significant Unapproved Change Orders And Claims (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Revenue recorded on a POC basis cumulatively through September 30, 2013 | $85,100 | [1] |
Shaw Group Inc | ||
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Revenue recorded on a POC basis cumulatively through September 30, 2013 | $102,400 | |
[1] | The cumulative amount recognized on a POC basis through September 30, 2013 excludes $102,400 that was recognized prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. |
UNAPPROVED_CHANGE_ORDERS_AND_C4
UNAPPROVED CHANGE ORDERS AND CLAIMS - Additional Information (Detail) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | |
Power_Plant | |||
Customer | |||
Schedule Of Unapproved Claims And Change Orders [Line Items] | |||
Number of Customers in which Entity is Contracting, Number of Customers | 2 | ||
Number of Nuclear Power Plants Under Construction, Number of Plants | 2 | ||
Claims against customer | $561,800 | $47,100 | |
Revenue recorded on a POC basis cumulatively through September 30, 2013 | 85,100 | [1] | |
Revenue recorded on a POC basis during the nine months ended September 30, 2013 | 42,700 | ||
Engineering, Construction and Maintenance | |||
Schedule Of Unapproved Claims And Change Orders [Line Items] | |||
Claims against customer | 505,000 | ||
Cumulative partial payments | 125,800 | ||
Consortium | |||
Schedule Of Unapproved Claims And Change Orders [Line Items] | |||
Estimated recovery under WEC Obligation | 544,600 | ||
Revenue recorded on a POC basis cumulatively through September 30, 2013 | 28,700 | ||
Revenue recorded on a POC basis during the nine months ended September 30, 2013 | 109,600 | ||
All Other | |||
Schedule Of Unapproved Claims And Change Orders [Line Items] | |||
Claims against customer | $56,800 | ||
[1] | The cumulative amount recognized on a POC basis through September 30, 2013 excludes $102,400 that was recognized prior to the Shaw Acquisition and was recorded in the Acquisition Closing Date balance sheet. |
SEGMENT_INFORMATION_Additional
SEGMENT INFORMATION - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment | ||||
Segment Reporting Information [Line Items] | ||||
Number of business sectors | 4 | |||
Revenue | $2,992,050 | $1,446,942 | $8,094,270 | $3,947,738 |
Income from operation | 202,136 | 128,185 | 474,082 | 317,129 |
Engineering, Construction and Maintenance | Mechanical Erection Project in Asia Pacific Region | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 71,200 | 148,200 | ||
Income from operation | 6,800 | 11,600 | ||
Fabrication Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $109,600 | $191,900 |
SEGMENT_INFORMATION_Total_Reve
SEGMENT INFORMATION - Total Revenue and Income from Operations by Reporting Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ||||
Revenue | $2,992,050 | $1,446,942 | $8,094,270 | $3,947,738 |
Income From Operations | 202,136 | 128,185 | 474,082 | 317,129 |
Engineering, Construction and Maintenance | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,750,659 | 871,084 | 4,841,773 | 2,340,682 |
Income From Operations | 74,659 | 45,400 | 219,344 | 108,855 |
Fabrication Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 707,026 | 425,360 | 1,877,545 | 1,267,855 |
Income From Operations | 72,184 | 45,208 | 184,103 | 127,382 |
Technology | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 155,941 | 150,498 | 468,723 | 339,201 |
Income From Operations | 44,804 | 41,077 | 116,710 | 85,892 |
Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 378,424 | 0 | 906,229 | 0 |
Income From Operations | 15,746 | 0 | 30,402 | 0 |
Total operating groups | ||||
Segment Reporting Information [Line Items] | ||||
Income From Operations | 207,393 | 131,685 | 550,559 | 322,129 |
Acquisition-related costs | ||||
Segment Reporting Information [Line Items] | ||||
Income From Operations | ($5,257) | ($3,500) | ($76,477) | ($5,000) |
SEGMENT_INFORMATION_Total_Asse
SEGMENT INFORMATION - Total Assets by Reportable Segment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Goodwill | $3,754,344 | $926,711 |
Other intangible assets, net | 597,652 | 166,308 |
Total assets | 9,137,535 | 4,329,675 |
Engineering, Construction and Maintenance | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,053,782 | 1,478,678 |
Fabrication Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,632,895 | 1,131,947 |
Technology | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 475,547 | 626,031 |
Government Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 623,315 | 0 |
Total tangible assets | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $4,785,539 | $3,236,656 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS - (Details) (USD $) | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 28, 2013 | Sep. 30, 2013 | |
Term Loan | Term Loan | Revolving Credit Facility One | Revolving Credit Facility One Amended | Revolving Credit Facility One Amended | Revolving Credit Facility Two | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |||
Subsequent Event | Subsequent Event | |||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, original term | 4 years | 4 years | 5 years | 5 years | ||
Line of credit facility, maximum borrowing capacity | $1,100,000,000 | $1,350,000,000 | $650,000,000 | |||
Unsecured term loan | $1,000,000,000 | $1,000,000,000 |