DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 27, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CHICAGO BRIDGE & IRON CO N V | |
Trading Symbol | CBI | |
Entity Central Index Key | 1,027,884 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 100,844,555 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 1,827,352 | $ 2,134,629 |
Cost of revenue | 1,676,401 | 1,879,059 |
Gross profit | 150,951 | 255,570 |
Selling and administrative expense | 73,057 | 80,946 |
Intangibles amortization | 6,486 | 7,077 |
Equity earnings | (7,611) | (3,605) |
Other operating expense (income), net | 31 | (180) |
Operating income from continuing operations | 78,988 | 171,332 |
Interest expense | (24,101) | (20,065) |
Interest income | 1,228 | 2,180 |
Income from continuing operations before taxes | 56,115 | 153,447 |
Income tax expense | (13,704) | (39,524) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 51,905 | 119,962 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 42,411 | 113,923 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 9,494 | 6,039 |
Less: Net income attributable to noncontrolling interests ($413 and $448 related to discontinued operations) | (27,250) | (13,037) |
Net income attributable to CB&I | $ 24,655 | $ 106,925 |
Net income attributable to CB&I per share (Basic): | ||
Income (loss) from continuing operations, per basic share | $ 0.16 | $ 0.97 |
Income (loss) from discontinued operations and disposal of discontinued operations, net of tax, per basic share | 0.09 | 0.05 |
Basic (in dollars per share) | 0.25 | 1.02 |
Net income attributable to CB&I per share (Diluted): | ||
Income (loss) from continuing operations, per diluted share | 0.15 | 0.96 |
Income (loss) from discontinued operations and disposal of discontinued operations, net of tax, per diluted share | 0.09 | 0.05 |
Diluted (in dollars per share) | $ 0.24 | $ 1.01 |
Weighted average shares outstanding: | ||
Basic (in shares) | 100,451 | 104,803 |
Diluted (in shares) | 101,360 | 105,785 |
Cash dividends on shares: | ||
Amount | $ 7,047 | $ 7,359 |
Per share (in dollars per share) | $ 0.07 | $ 0.07 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net income (loss) related to discontinued operations | $ 413 | $ 448 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 51,905 | $ 119,962 |
Other comprehensive income (loss) from continuing operations, net of tax: | ||
Change in unrealized fair value of cash flow hedges | 353 | 1,303 |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | (76) | 27 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Net of Tax | (1,433) | (2,153) |
Comprehensive income | 75,654 | 141,831 |
Net income attributable to noncontrolling interests ($413 and $448 related to discontinued operations) | (27,250) | (13,037) |
Change in cumulative translation adjustment attributable to noncontrolling interests | (970) | (1,257) |
Comprehensive income attributable to CB&I | 47,434 | 127,537 |
Continuing Operations [Member] | ||
Other comprehensive income (loss) from continuing operations, net of tax: | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 24,410 | 22,459 |
Change in unrealized fair value of cash flow hedges | 353 | 1,303 |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | (76) | 27 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Net of Tax | (1,433) | (2,153) |
Discontinued Operations, Held-for-sale [Member] | ||
Other comprehensive income (loss) from continuing operations, net of tax: | ||
Other Comprehensive Income (Loss), Net of Tax | $ 495 | $ 233 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) related to discontinued operations | $ 413 | $ 448 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Assets | |||
Cash and cash equivalents ($234,309 and $328,387 related to variable interest entities (VIEs)) | $ 402,297 | $ 490,679 | |
Accounts receivable, net ($148,964 and $53,159 related to VIEs) | 679,147 | 488,513 | |
Inventory | 202,766 | 190,102 | |
Costs and estimated earnings in excess of billings ($83,198 and $26,186 related to VIEs) | 493,828 | 410,749 | |
Current assets of discontinued operations | 915,324 | 414,732 | |
Other current assets ($431,914 and $426,515 related to VIEs) | 538,421 | 546,977 | |
Total current assets | 3,231,783 | 2,541,752 | |
Equity investments | 171,605 | 165,256 | |
Property and equipment, net | 500,187 | 505,944 | |
Goodwill | 2,816,232 | [1] | 2,813,803 |
Other intangibles, net | 213,207 | 219,409 | |
Deferred income taxes | 714,574 | 730,108 | |
Non-current assets of discontinued operations | 0 | 462,144 | |
Other non-current assets | 416,383 | 401,004 | |
Total assets | 8,063,971 | 7,839,420 | |
Liabilities | |||
Revolving facility and other short-term borrowings | 917,500 | 407,500 | |
Current maturities of long-term debt, net | 223,829 | 503,910 | |
Accounts payable ($334,155 and $337,089 related to VIEs) | 893,757 | 964,548 | |
Billings in excess of costs and estimated earnings ($446,849 and $407,325 related to VIEs) | 1,481,540 | 1,395,349 | |
Current liabilities of discontinued operations | 258,817 | 247,469 | |
Other current liabilities | 959,173 | 1,017,473 | |
Total current liabilities | 4,734,616 | 4,536,249 | |
Long-term debt, net | 1,266,027 | 1,287,923 | |
Deferred income taxes | 6,454 | 7,307 | |
Non-current liabilities of discontinued operations | 0 | 5,388 | |
Other non-current liabilities | 439,122 | 441,216 | |
Total liabilities | 6,446,219 | 6,278,083 | |
Shareholders’ Equity | |||
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 108,857 and 108,857; shares outstanding: 100,702 and 100,113 | 1,288 | 1,288 | |
Additional paid-in capital | 757,158 | 782,130 | |
Retained earnings | 1,388,214 | 1,370,606 | |
Treasury stock, at cost: 8,155 and 8,744 shares | (313,105) | (344,870) | |
Accumulated other comprehensive loss | (372,837) | (395,616) | |
Total CB&I shareholders’ equity | 1,460,718 | 1,413,538 | |
Noncontrolling interests ($7,288 and $6,874 related to discontinued operations) | 157,034 | 147,799 | |
Total shareholders’ equity | 1,617,752 | 1,561,337 | |
Total liabilities and shareholders’ equity | $ 8,063,971 | $ 7,839,420 | |
[1] | At March 31, 2017, we had approximately $453,100 of cumulative impairment losses which were recorded in our Engineering & Construction operating group during 2015 related to the sale of our nuclear power construction business (our “Nuclear Operations”) on December 31, 2015. |
CONDENSED CONSOLIDATED BALANCE7
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Mar. 31, 2017USD ($)shares | Mar. 31, 2017€ / shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016€ / shares |
Cash and cash equivalents related to VIEs | $ 402,297 | $ 490,679 | ||
Accounts receivable, net related to VIEs | 679,147 | 488,513 | ||
Costs and estimated earnings in excess of billings related to VIEs | 493,828 | 410,749 | ||
Other current assets related to VIEs | 538,421 | 546,977 | ||
Accounts payable related to VIEs | 893,757 | 964,548 | ||
Billings in excess of costs and estimated earnings related to VIEs | $ 1,481,540 | $ 1,395,349 | ||
Common stock, par value (Euro per share) | € / shares | € 0.01 | € 0.01 | ||
Common stock, shares authorized | shares | 250,000,000 | 250,000,000 | ||
Common stock, shares issued | shares | 108,857,000 | 108,857,000 | ||
Common stock, shares outstanding | shares | 100,702,000 | 100,113,000 | ||
Treasury stock, shares | shares | 8,155,000 | 8,744,000 | ||
Noncontrolling interests of discontinued operations | $ 7,288 | $ 6,874 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Cash and cash equivalents related to VIEs | 234,309 | 328,387 | ||
Accounts receivable, net related to VIEs | 148,964 | 53,159 | ||
Costs and estimated earnings in excess of billings related to VIEs | 83,198 | 26,189 | ||
Other current assets related to VIEs | 431,914 | 426,515 | ||
Accounts payable related to VIEs | 334,155 | 337,089 | ||
Billings in excess of costs and estimated earnings related to VIEs | $ 446,849 | $ 407,325 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net income | $ 51,905 | $ 119,962 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 26,264 | 31,801 |
Deferred income taxes | 15,101 | 30,457 |
Stock-based compensation expense | 10,247 | 14,532 |
Other operating income, net | (77) | (219) |
Unrealized loss on foreign currency hedges | 1,380 | 1,578 |
Excess tax benefits from stock-based compensation | 0 | (34) |
Changes in operating assets and liabilities: | ||
Increase in receivables, net | (217,122) | (57,207) |
Change in contracts in progress, net | (6,057) | 58,361 |
(Increase) decrease in inventory | (12,346) | 27,477 |
Decrease in accounts payable | (95,117) | (87,753) |
Decrease (increase) in other current and non-current assets | 12,926 | (13,305) |
(Decrease) increase in other current and non-current liabilities | (78,037) | 8,944 |
Decrease in equity investments | 953 | 2,158 |
Change in other, net | (702) | 5,098 |
Net cash (used in) provided by operating activities | (290,682) | 141,850 |
Cash Flows from Investing Activities | ||
Capital expenditures | (12,274) | (11,180) |
Advances with partners of proportionately consolidated ventures, net | (23,788) | (25,787) |
Proceeds from sale of property and equipment | 1,108 | 4,331 |
Other, net | (8,342) | (14,863) |
Net cash used in investing activities | (43,296) | (47,499) |
Cash Flows from Financing Activities | ||
Revolving facility and other short-term borrowings (repayments), net | 510,000 | (82,700) |
Advances with equity method and proportionately consolidated ventures, net | 47,099 | 137,219 |
Repayments on long-term debt | (300,000) | (37,500) |
Excess tax benefits from stock-based compensation | 0 | 34 |
Purchase of treasury stock | (7,359) | (7,562) |
Issuance of stock | 3,877 | 4,477 |
Dividends paid | (7,047) | (7,359) |
Distributions to noncontrolling interests | (18,985) | (18,001) |
Net cash provided by (used in) financing activities | 227,585 | (11,392) |
Effect of exchange rate changes on cash and cash equivalents | 21,316 | 8,305 |
(Decrease) increase in cash and cash equivalents | (85,077) | 91,264 |
Cash and cash equivalents. beginning of period | 505,156 | 550,221 |
Cash and cash equivalents, end of period | 420,079 | 641,485 |
Cash and cash equivalents, end of period - discontinued operations | (17,782) | (20,563) |
Cash and cash equivalents, end of period | $ 402,297 | $ 620,922 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interests [Member] |
Beginning Balance (in shares) at Dec. 31, 2015 | 104,427 | 4,430 | |||||
Beginning Balance at Dec. 31, 2015 | $ 2,163,590 | $ 1,288 | $ 800,641 | $ 1,712,508 | $ (206,407) | $ (294,040) | $ 149,600 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 119,962 | 106,925 | 13,037 | ||||
Change in cumulative translation adjustment, net | 22,692 | 21,435 | 1,257 | ||||
Change in unrealized fair value of cash flow hedges, net | 1,303 | 1,303 | |||||
Change in unrecognized prior service pension credits/costs, net | 27 | 27 | |||||
Change in unrecognized actuarial pension gains/losses, net | (2,153) | (2,153) | |||||
Distributions to noncontrolling interests | (18,001) | (18,001) | |||||
Dividends paid ($0.07 per share, in 2017 and 2016) | (7,359) | (7,359) | |||||
Stock-based compensation expense | 14,532 | 14,532 | |||||
Purchase of treasury stock (in shares) | (226) | 226 | |||||
Purchase of treasury stock | (7,562) | $ (7,562) | |||||
Issuance of stock (in shares) | 923 | (923) | |||||
Issuance of stock | (1,697) | (44,317) | $ 42,620 | ||||
Ending Balance (in shares) at Mar. 31, 2016 | 105,124 | 3,733 | |||||
Ending Balance at Mar. 31, 2016 | 2,285,334 | $ 1,288 | 770,856 | 1,812,074 | $ (171,349) | (273,428) | 145,893 |
Beginning Balance (in shares) at Dec. 31, 2016 | 100,113 | 8,744 | |||||
Beginning Balance at Dec. 31, 2016 | 1,561,337 | $ 1,288 | 782,130 | 1,370,606 | $ (344,870) | (395,616) | 147,799 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 51,905 | 24,655 | 27,250 | ||||
Change in cumulative translation adjustment, net | 24,905 | 23,935 | 970 | ||||
Change in unrealized fair value of cash flow hedges, net | 353 | 353 | |||||
Change in unrecognized prior service pension credits/costs, net | (76) | (76) | |||||
Change in unrecognized actuarial pension gains/losses, net | (1,433) | (1,433) | |||||
Distributions to noncontrolling interests | (18,985) | (18,985) | |||||
Dividends paid ($0.07 per share, in 2017 and 2016) | (7,047) | (7,047) | |||||
Stock-based compensation expense | 10,247 | 10,247 | |||||
Purchase of treasury stock (in shares) | (219) | 219 | |||||
Purchase of treasury stock | (7,359) | $ (7,359) | |||||
Issuance of stock (in shares) | 808 | (808) | |||||
Issuance of stock | 3,905 | (35,219) | $ 39,124 | ||||
Ending Balance (in shares) at Mar. 31, 2017 | 100,702 | 8,155 | |||||
Ending Balance at Mar. 31, 2017 | $ 1,617,752 | $ 1,288 | $ 757,158 | $ 1,388,214 | $ (313,105) | $ (372,837) | $ 157,034 |
CONDENSED CONSOLIDATED STATEM10
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends paid (in dollars per share) | $ 0.07 | $ 0.07 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS Organization and Nature of Operations —Founded in 1889 , 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 and commissioning services to customers in the energy infrastructure market throughout the world. Our business is aligned into three operating groups, which represent our reportable segments: Engineering & Construction; Fabrication Services; and Technology. See Note 2 and Note 4 for discussions of our discontinued operations and Note 15 for a discussion of our reportable segments and related financial information. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Consolidation —The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) are prepared in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and 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. Intercompany balances and transactions are eliminated in consolidation. Basis of Presentation —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 months ended March 31, 2017 and 2016 , our financial position as of March 31, 2017 and our cash flows for the three months ended March 31, 2017 and 2016 . The December 31, 2016 Condensed Consolidated Balance Sheet (the “Balance Sheet”) was derived from our December 31, 2016 audited Consolidated Balance Sheet, adjusted to conform to our current year presentation. On February 27, 2017, we entered into a definitive agreement (the “Agreement”) with CSVC Acquisition Corp (“CSVC”) in which CSVC will acquire our capital services operations, which are primarily comprised of our former Capital Services reportable segment and provides comprehensive and integrated maintenance services, environmental engineering and remediation, construction services, program management, and disaster response and recovery services for private-sector customers and governments (“Capital Services Operations”). The Capital Services Operations are considered a discontinued operation as the divestiture represents a strategic shift and will have a material effect on our operations and financial results. Operating results of the Capital Services Operations have been classified as a discontinued operation within the Condensed Consolidated Statements of Operations (the “Statement of Operations”) for the three months ended March 31, 2017 and 2016. Further, the assets and liabilities of the Capital Services Operations have been classified as assets and liabilities of discontinued operations within our March 31, 2017 and December 31, 2016 Balance Sheets, with all balances reported as current on our March 31, 2017 Balance Sheet. Cash flows of the Capital Services Operations are not reported separately within our Condensed Consolidated Statements of Cash flows. See Note 4 for additional discussion of our discontinued operations. Unless otherwise noted, the footnotes to our Financial Statements relate to our continuing operations. 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 2016 Annual Report on Form 10-K (“ 2016 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 estimating costs and the recognition of incentive fees and unapproved change orders and claims; fair value and recoverability assessments that must be periodically performed with respect to long-lived tangible assets, goodwill and other intangible assets; valuation of deferred tax assets and financial instruments; 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. Significant estimates that impact the cost to complete each contract are costs of engineering, materials, components, equipment, labor and subcontracts; labor productivity; schedule durations, including subcontractor or supplier progress; liquidated damages; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others. 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. See Note 14 for discussion of projects with significant changes in estimated margins during the three months ended March 31, 2017 and 2016 . Our long-term contracts are awarded on a competitively 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, and 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. 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 14 for additional discussion of our recorded unapproved change orders, claims and incentives. 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, 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 without segmenting. 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, milestone billings based on the completion of certain phases of the work, or when services are provided. Projects with costs and estimated earnings recognized to date in excess of cumulative billings is reported on the Condensed Consolidated Balance Sheet (“Balance Sheet”) as costs and estimated earnings in excess of billings. Projects with cumulative billings in excess of costs and estimated earnings recognized to date is reported on the Balance Sheet as billings in excess of costs and estimated earnings. The net balances on our Balance Sheet are collectively referred to as Contracts in Progress, net and the components of these balances at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Asset Liability Asset Liability Costs and estimated earnings on contracts in progress $ 9,014,256 $ 23,771,468 $ 8,466,638 $ 23,408,316 Billings on contracts in progress (8,520,428 ) (25,253,008 ) (8,055,889 ) (24,803,665 ) Contracts in Progress, net $ 493,828 $ (1,481,540 ) $ 410,749 $ (1,395,349 ) Any uncollected billed amounts, including contract retentions, are reported as accounts receivable. At March 31, 2017 and December 31, 2016 , accounts receivable included contract retentions of approximately $77,300 and $72,100 , respectively. Contract retentions due beyond one year were approximately $42,900 and $37,500 at March 31, 2017 and December 31, 2016 , respectively. 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. Unbilled receivables for our service contracts are recorded within accounts receivable and were approximately $9,200 and $16,100 at March 31, 2017 and December 31, 2016 , respectively. 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 March 31, 2017 and December 31, 2016 , our allowances for doubtful accounts were not material. Other Operating Expense (Income), Net — Other operating expense (income), net generally represents (gains) losses associated with the sale or disposition of property and equipment. Recoverability of Goodwill —Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually at a reporting unit level, absent any indicators of impairment or when other actions require an impairment assessment (such as a change in reporting units). We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of October 1. We identify a potential impairment by comparing the fair value of the applicable reporting unit to its net book value, including goodwill. If the net book value exceeds the fair value of the reporting unit, an indication of potential impairment exists, and we measure the impairment by comparing the carrying value of the reporting unit’s goodwill to its implied fair value. To determine the fair value of our reporting units and test for impairment, we utilize an income approach (discounted cash flow method) as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. This is consistent with the methodology used to determine the fair value of our reporting units in previous years. We generally do not utilize a market approach given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we consider such market indicators in our discounted cash flow analysis and determination of fair value. See Note 6 for additional discussion of our goodwill. Recoverability of Other Long-Lived Assets —We amortize our finite-lived intangible assets on a straight-line basis with lives ranging from 6 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 an impairment exists. See Note 6 for additional discussion of our 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 based 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 highly liquid securities with original maturities of three months or less. Inventory —Inventory is recorded at the lower of cost and net realizable value and cost is determined using the first-in-first-out 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. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. 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 discussion of 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 transactional and re-measurement exchange gains (losses) are included within cost of revenue and were not material for the three months ended March 31, 2017 and 2016 . Financial Instruments —We do not engage in currency speculation; however, we utilize foreign currency exchange rate derivatives on an ongoing basis to hedge against certain foreign currency related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges are recognized within cost of revenue. 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 ongoing 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 9 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 (“VA”) is provided to offset any net deferred tax assets (“DTA(s)”) if, based upon the available evidence, it is more likely than not that some or all of the DTAs will not be realized. The realization of our net DTAs depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. Income tax and associated interest and penalty reserves, where applicable, are recorded 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, irrespective of whether or not we have received tax assessments. We continually review our exposure to additional income tax obligations and, as further information is known or events occur, changes in our tax and penalty reserves may be recorded within income tax expense and changes in interest reserves may be recorded in interest expense. 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 proportionate to our decision making and distribution rights. The ventures generally contract directly with the third party customer; however, services may be performed directly by the ventures, or may be performed by us, our partners, or a combination thereof. Venture net assets consist primarily of 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 VIE under the consolidations guidance in ASC 810. A venture generally qualifies as a VIE when it (1) meets the definition of a legal entity, (2) absorbs the operational risk of the projects being executed, creating a variable interest, and (3) lacks 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 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 either proportionate consolidation for both the Balance Sheet and Statement of Operations, when we meet the applicable accounting criteria to do so, or utilize the equity method. See Note 7 for additional discussion of our material partnering arrangements. New Accounting Standards —In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, which provides a single comprehensive accounting standard for revenue recognition for contracts with customers and supersedes current industry-specific guidance, including ASC 605-35. The new standard prescribes a five-step revenue recognition model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The new model requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time for each of these obligations. These concepts, as well as other aspects of the ASU, may change the method and/or timing of revenue recognition for certain of our contracts, primarily associated with our fabrication and manufacturing contracts. We expect that revenue generated from our EPC and engineering services contracts will continue to be recognized over time utilizing the cost-to-cost measure of progress consistent with current practice. We also expect our revenue recognition disclosures to significantly expand due to the new qualitative and quantitative requirements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from our contracts. We will adopt the standard, including any updates to the standard, upon its effective date in the first quarter 2018 utilizing the modified retrospective approach. This approach will result in a cumulative adjustment to beginning equity in the first quarter 2018 for uncompleted contracts impacted by the adoption of the standard. We are continuing to assess the potential impact of the new standard on our Financial Statements. In February 2016, the FASB issued ASU 2016-02, which requires the recognition of a right-of-use asset and a lease liability for most lease arrangements with a term greater than one year, and increases qualitative and quantitative disclosures regarding leasing transactions. The standard is effective for us in the first quarter 2019, although early adoption is permitted. Transition requires application of the new guidance at the beginning of the earliest comparative balance sheet period presented utilizing a modified retrospective approach. We are assessing the timing of adoption of the new standard and its potential impact on our Financial Statements. In the first quarter 2017, we adopted ASU 2015-11, which simplifies the subsequent measurement of our inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Our adoption of the standard did not have a material impact on our Financial Statements. In the first quarter 2017, we adopted ASU 2016-09, which modified the accounting for excess tax benefits and tax deficiencies associated with share-based payments, amended the associated cash flow presentation, and allows for forfeitures to be either recognized when they occur, or estimated. ASU 2016-09 eliminated the requirement to recognize excess tax benefits in additional paid-in capital (“APIC”), and the requirement to evaluate tax deficiencies for APIC or income tax expense classification, and provided for these benefits or deficiencies to be recorded as an income tax expense or benefit in the Statement of Operations. Additionally, tax benefits of dividends on share-based payment awards are reflected as an income tax expense or benefit in the income statement. With these changes, tax-related cash flows resulting from share-based payments are classified as operating activities as opposed to financing, as previously presented. We have elected to recognize forfeitures as they occur, rather than estimating expected forfeitures. Our adoption of the standard did not have a material impact on our Financial Statements. In the first quarter 2017, the FASB issued, and we early adopted, ASU 2017-04, which eliminated the second step of the goodwill impairment test that required a hypothetical purchase price allocation. ASU 2017-04 requires that if a reporting unit’s carrying value exceeds its fair value, an impairment charge would be recognized for the excess amount, not to exceed the carrying amount of goodwill. Our early adoption of the standard in the first quarter 2017 did not have a material impact on our Financial Statements. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Net income from continuing operations attributable to CB&I (net of $26,837 and $12,589 of noncontrolling interests) $ 15,574 $ 101,334 Net income from discontinued operations attributable to CB&I (net of $413 and $448 of noncontrolling interests) 9,081 5,591 Net income attributable to CB&I $ 24,655 $ 106,925 Weighted average shares outstanding—basic 100,451 104,803 Effect of restricted shares/performance based shares/stock options (1) 892 969 Effect of directors’ deferred-fee shares 17 13 Weighted average shares outstanding—diluted 101,360 105,785 Net income attributable to CB&I per share (Basic): Continuing operations $ 0.16 $ 0.97 Discontinued operations 0.09 0.05 Total $ 0.25 $ 1.02 Net income attributable to CB&I per share (Diluted): Continuing operations $ 0.15 $ 0.96 Discontinued operations 0.09 0.05 Total $ 0.24 $ 1.01 (1) Antidilutive shares excluded from diluted EPS were not material for the three months ended March 31, 2017 or 2016 . |
DISPOSITION OF CAPITAL SERVICES
DISPOSITION OF CAPITAL SERVICES OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION OF CAPITAL SERVICES OPERATIONS | DISPOSITION OF CAPITAL SERVICES OPERATIONS Transaction Summary — As discussed in Note 2, on February 27, 2017, we entered into the Agreement for the sale of our Capital Services Operations. Under the Agreement, we will receive estimated transaction consideration of approximately $755,000 (the “Sales Price”) upon closing, which is anticipated in the second quarter 2017. The Sales Price will be reduced or increased to the extent working capital of the Capital Services Operations is below or exceeds, respectively, required closing working capital under the Agreement. Although differences between actual closing working capital and required closing working capital will impact our net proceeds, we do not anticipate a material pre-tax gain or loss to result from the transaction upon closing. In addition, the transaction is anticipated to result in a taxable gain (due to the non-deductibility of goodwill) and corresponding income tax expense of approximately $100,000 in the quarter of close; however, we do not anticipate any material cash taxes associated with the taxable gain due to the use of previously recorded net operating loss carryforwards. The net proceeds of the transaction will be used to reduce our outstanding debt. At March 31, 2017, the fair value of the Capital Services Operations exceeded the carrying value of its net assets. Assets and Liabilities —The carrying values of the major classes of assets and liabilities of the discontinued Capital Services Operations within our Balance Sheets at March 31, 2017 and December 31, 2016 were as follows: March 31, December 31, Assets Cash $ 17,782 $ 14,477 Accounts receivable, net 265,634 239,146 Costs and estimated earnings in excess of billings 163,404 153,275 Other assets 36,751 7,834 Property and equipment, net 56,256 — Goodwill (1) 229,607 — Other intangibles, net 145,890 — Current assets of discontinued operations 915,324 414,732 Property and equipment, net — 59,746 Goodwill (1) — 229,607 Other intangibles, net — 148,440 Other assets — 24,351 Non-current assets of discontinued operations — 462,144 Total assets of discontinued operations $ 915,324 $ 876,876 Liabilities Accounts payable $ 116,702 $ 141,028 Billings in excess of costs and estimated earnings 54,946 53,986 Other liabilities 87,169 52,455 Current liabilities of discontinued operations 258,817 247,469 Other liabilities — 5,388 Non-current liabilities of discontinued operations — 5,388 Total liabilities of discontinued operations $ 258,817 $ 252,857 Noncontrolling interests of discontinued operations $ 7,288 $ 6,874 (1) The carrying value of goodwill for the Capital Services Operations includes the impact of a $655,000 impairment charge recorded in the fourth quarter 2016 in connection with our annual impairment assessment. Results of Operations —The results of our Capital Services Operations that have been reflected within discontinued operations in our Statement of Operations for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Revenue $ 552,947 $ 564,981 Cost of revenue 518,687 532,946 Gross profit 34,260 32,035 Selling and administrative expense 13,038 11,651 Intangibles amortization 2,550 4,200 Other operating income (372 ) (424 ) Operating income from discontinued operations 19,044 16,608 Interest expense (1) (6,863 ) (5,833 ) Interest income 9 309 Income from discontinued operations before taxes 12,190 11,084 Income tax expense (2,696 ) (5,045 ) Net income from discontinued operations 9,494 6,039 Net income from discontinued operations attributable to noncontrolling interests (413 ) (448 ) Net income from discontinued operations attributable to CB&I $ 9,081 $ 5,591 (1) Interest expense was allocated to the Capital Services Operations due to a requirement to use the net proceeds of the transaction to repay our debt on a pro-rata basis. The allocation was based upon the anticipated pro-rata debt amounts to be repaid. Cash Flows —Cash flows for our Capital Services Operations for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Operating cash flows $ (17,544 ) $ (11,696 ) Investing cash flows $ (844 ) $ (793 ) Unapproved Change Orders, Claims and Incentives —At March 31, 2017 and December 31, 2016 , our Capital Services Operations had unapproved change orders, claims and incentives included in project price of approximately $19,600 and $8,400 , respectively. Of the aforementioned amounts, approximately $16,800 had been recognized as revenue for the discontinued operations on a cumulative POC basis through March 31, 2017 . |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The components of inventory at March 31, 2017 and December 31, 2016 were as follows: March 31, December 31, Raw materials $ 107,898 $ 65,969 Work in process 62,041 51,625 Finished goods 32,827 72,508 Total $ 202,766 $ 190,102 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES Goodwill —At March 31, 2017 and December 31, 2016 , our goodwill balances were $2,816,232 and $2,813,803 , respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions. The change in goodwill for the three months ended March 31, 2017 is as follows: Total Balance at December 31, 2016 $ 2,813,803 Foreign currency translation and other 2,631 Amortization of tax goodwill in excess of book goodwill (202 ) Balance at March 31, 2017 (1) $ 2,816,232 (1) At March 31, 2017 , we had approximately $453,100 of cumulative impairment losses which were recorded in our Engineering & Construction operating group during 2015 related to the sale of our nuclear power construction business (our “Nuclear Operations”) on December 31, 2015. As discussed further in Note 2 , goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually at a reporting unit level, absent any indicators of impairment or when other actions require an impairment assessment (such as a change in reporting units). We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of October 1. At December 31, 2016 , we had the following three operating groups and reporting units: • Engineering & Construction —Our Engineering & Construction operating group represented a reporting unit. • Fabrication Services —Our Fabrication Services operating group represented a reporting unit. • Technology —Our Technology operating group represented a reporting unit. During the three months ended December 31, 2016, we performed a quantitative assessment of goodwill for each of the aforementioned reporting units. Based upon these quantitative assessments, the fair value of each of these reporting units substantially exceeded their respective net book values, and accordingly, no impairment charge was necessary as a result of our impairment assessments. During the three months ended March 31, 2017, no indicators of goodwill impairment were identified for any of these reporting units. If, based on future assessments our goodwill is deemed to be impaired, the impairment would result in a charge to earnings in the period of impairment. There can be no assurance that future goodwill impairment tests will not result in charges to earnings. See Note 4 for discussion of our goodwill impairment for the Capital Services Operations recorded in the fourth quarter 2016 in connection with our annual impairment assessment. Other Intangible Assets —The following table presents our acquired finite-lived intangible assets at March 31, 2017 and December 31, 2016 , including the March 31, 2017 weighted-average useful lives for each major intangible asset class and in total: March 31, 2017 December 31, 2016 Weighted Average Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Backlog and customer relationships 18 Years $ 99,086 $ (22,758 ) $ 99,086 $ (21,374 ) Process technologies 15 Years 259,189 (134,005 ) 258,516 (129,261 ) Tradenames 12 Years 27,125 (15,430 ) 27,090 (14,648 ) Total (1) 16 Years $ 385,400 $ (172,193 ) $ 384,692 $ (165,283 ) (1) The decrease in other intangibles, net during the three months ended March 31, 2017 primarily related to amortization expense of approximately $6,500 . |
PARTNERING ARRANGEMENTS
PARTNERING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
PARTNERING ARRANGEMENTS | PARTNERING ARRANGEMENTS As discussed in Note 2 , we account for our unconsolidated ventures using either proportionate consolidation, when we meet the applicable accounting criteria to do so, or the equity method. 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. Proportionately Consolidated Ventures —The following is a summary description of our significant joint ventures which have been accounted for using proportionate consolidation: • CB&I/Zachry— We have a venture with Zachry (CB&I— 50% / Zachry— 50% ) to perform EPC work for two liquefied natural gas (“LNG”) liquefaction trains in Freeport, Texas. Our proportionate share of the venture project value is approximately $2,700,000 . In addition, we have subcontract and risk sharing arrangements with Chiyoda to support our responsibilities to the venture. The costs of these arrangements are recorded in cost of revenue. • CB&I/Zachry/Chiyoda— We have a venture with Zachry and Chiyoda (CB&I— 33.3% / Zachry— 33.3% / Chiyoda— 33.3% ) to perform EPC work for an additional LNG liquefaction train at the aforementioned project site in Freeport, Texas. Our proportionate share of the venture project value is approximately $675,000 . • CB&I/Chiyoda— We have a venture with Chiyoda (CB&I— 50% / Chiyoda— 50% ) to perform EPC work for three LNG liquefaction trains in Hackberry, Louisiana. Our proportionate share of the venture project value is approximately $3,200,000 . The following table presents summarized balance sheet information for our share of our proportionately consolidated ventures at March 31, 2017 and December 31, 2016 : March 31, December 31, CB&I/Zachry Current assets (1) $ 284,106 $ 260,934 Non-current assets 2,571 3,204 Total assets $ 286,677 $ 264,138 Current liabilities (1) $ 397,540 $ 379,339 CB&I/Zachry/Chiyoda Current assets (1) $ 92,371 $ 84,279 Non-current assets 1,745 1,969 Total assets $ 94,116 $ 86,248 Current liabilities (1) $ 76,741 $ 73,138 CB&I/Chiyoda Current assets (1) $ 344,070 $ 337,479 Current liabilities (1) $ 138,372 $ 150,179 (1) Our venture arrangements allow for excess working capital of the ventures to be advanced to the venture partners. Such advances are returned to the ventures for working capital needs as necessary. Accordingly, at a reporting period end a venture may have advances to its partners which are reflected as an advance receivable within current assets of the venture. At March 31, 2017 and December 31, 2016 , other current assets on the Balance Sheet included approximately $398,600 and $374,800 , respectively, related to our proportionate share of advances from the ventures to our venture partners, and other current liabilities included approximately $420,800 and $394,400 , respectively, related to advances to CB&I from the ventures. Equity Method Ventures —The following is a summary description of our significant joint 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% ) which provides proprietary process technology licenses and associated engineering services and catalyst, primarily for the refining industry. As sufficient capital investments in CLG have been made by the venture partners, it does not qualify as a VIE. • NET Power— We have a venture with Exelon and 8 Rivers Capital (CB&I— 33.3% / Exelon— 33.3% / 8 Rivers Capital— 33.3% ) to commercialize a new natural gas power generation system that recovers the carbon dioxide produced during combustion. NET Power is building a first-of-its-kind demonstration plant which is being funded by contributions and services from the venture partners and other parties. We have determined the venture to be a VIE; however, we do not effectively control NET Power and therefore do not consolidate it. Our cash commitment for NET Power totals $47,300 and at March 31, 2017 , we had made cumulative investments totaling approximately $44,900 . • CB&I/CTCI— We have a venture with CTCI (CB&I— 50% / CTCI— 50% ) to perform EPC work for a liquids ethylene cracker and associated units in Sohar, Oman. We have determined the venture to be a VIE; however, we do not effectively control the venture and therefore do not consolidate it. Our proportionate share of the venture project value is approximately $1,400,000 . Our venture arrangement allows for excess working capital of the venture to be advanced to the venture partners. Such advances are returned to the venture for working capital needs as necessary. At March 31, 2017 and December 31, 2016 , other current liabilities included approximately $167,700 and $147,000 , respectively, related to advances to CB&I from the venture. Consolidated Ventures— The following is a summary description of our significant joint 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 LNG trains, including associated utilities and a gas processing and compression plant, for the Gorgon LNG project, located on Barrow Island, Australia. Our venture project value is approximately $5,900,000 . • CB&I/AREVA— We have a venture with AREVA (CB&I — 52% / AREVA— 48% ) to design, license and construct a mixed oxide fuel fabrication facility in Aiken, South Carolina. Our venture project value is approximately $5,800,000 . The following table presents summarized balance sheet information for our consolidated ventures at March 31, 2017 and December 31, 2016 : March 31, December 31, CB&I/Kentz Current assets $ 126,162 $ 68,867 Current liabilities $ 117,520 $ 87,822 CB&I/AREVA Current assets $ 25,674 $ 16,313 Current liabilities $ 43,349 $ 47,652 All Other (1) Current assets $ 34,285 $ 69,785 Non-current assets 16,634 16,382 Total assets $ 50,919 $ 86,167 Current liabilities $ 9,475 $ 7,748 (1) Other ventures that we consolidate are not individually material to our financial results and are therefore aggregated as “All Other”. Other— 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 complete their obligations to us, the venture, or ultimately, our customer. Differences in opinions or views among venture partners could also result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of the venture. In addition, agreement terms may subject us to joint and several liability for our venture partners, and the failure of our venture partners to perform their obligations could impose additional performance and financial obligations on us. The aforementioned factors could result in unanticipated costs to complete the projects, liquidated damages or contract disputes, including claims against our partners. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Our outstanding debt at March 31, 2017 and December 31, 2016 was as follows: March 31, December 31, Current Revolving facility and other short-term borrowings $ 917,500 $ 407,500 Current maturities of long-term debt 225,000 506,250 Less: unamortized debt issuance costs (1,171 ) (2,340 ) Current maturities of long-term debt, net of unamortized debt issuance costs 223,829 503,910 Current debt, net of unamortized debt issuance costs $ 1,141,329 $ 911,410 Long-Term Term Loan: $1,000,000 term loan (interest at LIBOR plus a floating margin) $ — $ 300,000 Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) 500,000 500,000 Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%) 800,000 800,000 Second Senior Notes: $200,000 senior notes (fixed interest of 4.53%) 200,000 200,000 Less: unamortized debt issuance costs (8,973 ) (5,827 ) Less: current maturities of long-term debt (225,000 ) (506,250 ) Long-term debt, net of unamortized debt issuance costs $ 1,266,027 $ 1,287,923 Committed Facilities —We have a five -year, $1,350,000 committed revolving credit facility (the “Revolving Facility”) with Bank of America N.A. (“BofA”), as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and TD Securities, each as syndication agents, which expires in October 2018. The Revolving Facility has a $270,000 financial letter of credit sublimit and has financial and restrictive covenants described further below. The 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 limitation for dividend payments and share repurchases, among other restrictions. 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, commitment fee, and letter of credit 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, as described further below. At March 31, 2017 , we had $505,000 of outstanding borrowings under the facility and $69,073 of outstanding letters of credit under the facility ( none of which were financial letters of credit), providing $775,927 of available capacity. During the three months ended March 31, 2017 , our weighted average interest rate on borrowings under the facility was approximately 2.9% , inclusive of the applicable floating margin. We have a five -year, $800,000 committed revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole and Bank of Tokyo Mitsubishi UFJ, each as syndication agents, which expires in July 2020. The Second Revolving Facility supplements our Revolving Facility, has a $50,000 financial letter of credit sublimit and has financial and restrictive covenants described further below. 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, commitment fee, and letter of credit 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, as described further below. At March 31, 2017 , we had $212,500 of outstanding borrowings and $7,551 of outstanding letters of credit under the facility (including $2,757 of financial letters of credit), providing $579,949 of available capacity. During the three months ended March 31, 2017 , our weighted average interest rate on borrowings under the facility was approximately 5.0% , inclusive of the applicable floating margin. Uncommitted Facilities —We also have various short-term, uncommitted letter of credit and borrowing facilities (the “Uncommitted Facilities”) across several geographic regions of approximately $4,567,776 , of which $563,000 may be utilized for borrowings. At March 31, 2017 , we had $200,000 of outstanding borrowings and $1,737,589 of outstanding letters of credit under these facilities, providing $2,630,187 of available capacity, of which $363,000 may be utilized for borrowings. During the three months ended March 31, 2017 , our weighted average interest rate on borrowings under the facilities was approximately 2.2% . Term Loans —On February 13, 2017, we paid the remaining $300,000 of principal on our four -year, $1,000,000 unsecured term loan (the “Term Loan”) with BofA as administrative agent. Interest was based upon LIBOR plus an applicable floating margin for the period ( 0.98% and 2.25% , respectively). In conjunction with the settlement of the Term Loan, we also settled our associated interest rate swap that hedged against a portion of the Term Loan, which resulted in a weighted average interest rate of approximately 2.6% during the three months ended March 31, 2017. At March 31, 2017 , we had $500,000 outstanding on a five -year, $500,000 term loan (the “Second Term Loan”) with BofA as administrative agent. Interest and principal under the Second Term Loan is payable quarterly in arrears beginning in June 2017 and bears interest at LIBOR plus an applicable floating margin, as described further below. During the three months ended March 31, 2017 , our weighted average interest rate on the Second Term Loan was approximately 2.4% , inclusive of the applicable floating margin. Future annual maturities for the Second Term Loan are $56,250 , $75,000 , $75,000 and $293,750 for 2017 , 2018 , 2019 , and 2020 , respectively. The Second Term Loan has financial and restrictive covenants described further below. Senior Notes— We have a series of senior notes totaling $800,000 in the aggregate (the “Senior Notes”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Agricole, as administrative agents. The Senior Notes have financial and restrictive covenants described further below. 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 We have senior notes totaling $200,000 (the “Second Senior Notes”) with BofA as administrative agent. Interest is due semi-annually at a fixed rate of 4.53% , with principal of $200,000 due in July 2025 . The Second Senior Notes have financial and restrictive covenants described further below. Compliance and Other —On February 24, 2017, and effective for the period ended December 31, 2016, we amended our Revolving Facility, Second Revolving Facility, Second Term Loan, Senior Notes and Second Senior Notes (collectively, “Senior Facilities”). The amendments established a new maximum leverage ratio of 3.50 at December 31, 2016, decreasing to 3.00 at December 31, 2017, or 45 days subsequent to the closing of the sale of our Capital Services Operations (the “Closing Date”) as described in Note 4 , if earlier. The amendments also established a new minimum net worth of $1,201,507 , maintained our required fixed charge ratio at 1.75 , and will reduce our Revolving Facility from $1,350,000 to $1,150,000 at the Closing Date. The amendments also included other financial and restrictive covenants. On May 8, 2017, and effective for the period ended March 31, 2017, we further amended our Senior Facilities. The amendments require us to secure the Senior Facilities through the pledge of cash, accounts receivable, inventory, fixed assets, and stock of subsidiaries. In addition, the amendments require us to repay the Senior Facilities on a pro-rata basis with the proceeds from the sale of our Capital Services Operations, the issuance of any unsecured debt that is subordinate (“Subordinated Debt”) to the Senior Facilities, the issuance of any equity securities, or the sale of any assets. The amendments also establish new maximum leverage ratios for borrowings under the Senior Facilities (“Senior Secured Leverage Ratio”) as follows: 4.00 at March 31, 2017; 4.50 at June 30, 2017 and September 30, 2017; 3.00 at December 31, 2017 and March 31, 2018; and 2.50 at June 30, 2018. The amendments prohibit mergers and acquisitions, open-market share repurchases, and increases to dividends until our leverage ratio is below 3.00 for two consecutive quarters. In addition to the Senior Secured Leverage Ratio, the amendments establish total maximum leverage ratios for all borrowings among the Senior Facilities and any Subordinated Debt as follows: 5.25 at June 30, 2017; 6.00 at September 30, 2017; 4.00 at December 31, 2017 and March 31, 2018; 3.25 at June 30, 2018; and 3.00 at September 30, 2018. Interest on outstanding borrowings under the amended Revolving Facility, Second Revolving Facility and the Second Term Loan is based on our quarterly leverage ratio and is assessed at either prime plus an applicable floating margin ( 4.00% and 1.50% , respectively at March 31, 2017), or LIBOR plus an applicable floating margin ( 0.98% and 2.50% , respectively at March 31, 2017). Our fixed rate interest on our amended Senior Notes and Second Senior Notes was increased by an incremental 0.50% over the rates in effect at March 31, 2017 discussed above. Further, the amended Senior Notes and Second Senior Notes include provisions relating to our credit profile, which if not maintained will result in an incremental annual cost of up to 2.00% of the outstanding balance under the notes. During the three months ended March 31, 2017 , maximum outstanding borrowings under our Revolving Facility and Second Revolving Facility (collectively, “Committed Facilities”) and Uncommitted Facilities were approximately $1,709,000 . At March 31, 2017 , we were in compliance with all our amended financial and restrictive covenants of our Senior Facilities with a leverage ratio of 3.91 , a fixed charge coverage ratio of 3.07 , and net worth of $1,460,718 . If we are unable to remain in compliance with these covenants, and such covenants are not further amended, it could result in all of our debt becoming current. Our ability to remain in compliance with such covenants in the second quarter 2017, and over the next twelve months, will require the successful securitization of the assets required under the amendments to our Senior Facilities and will likely require us to complete the sale of our Capital Services Operations during the second quarter 2017 to reduce our debt, which we believe is probable. In addition to providing letters of credit, we also issue surety bonds in the ordinary course of business to support our contract performance. At March 31, 2017 , we had $837,707 of outstanding surety bonds. Capitalized interest was insignificant for the three months ended March 31, 2017 and 2016 . |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Derivatives Foreign Currency Exchange Rate Derivatives —At March 31, 2017 , the notional value of our outstanding forward contracts to hedge certain foreign exchange-related operating exposures was approximately $143,600 . These contracts vary in duration, maturing up to five 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. Forward points, which are deemed to be an ineffective portion of the hedges, are recognized within cost of revenue and are not material. 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. • 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 March 31, 2017 or December 31, 2016 . The following table presents the fair value of our foreign currency exchange rate derivatives and interest rate derivatives at March 31, 2017 and December 31, 2016 , respectively, by valuation hierarchy and balance sheet classification: March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Assets (1) Other current assets $ — $ 1,220 $ — $ 1,220 $ — $ 1,146 $ — $ 1,146 Other non-current assets — 242 — 242 — 82 — 82 Total assets at fair value $ — $ 1,462 $ — $ 1,462 $ — $ 1,228 $ — $ 1,228 Derivative Liabilities Other current liabilities $ — $ (4,372 ) $ — $ (4,372 ) $ — $ (3,509 ) $ — $ (3,509 ) Other non-current liabilities — (581 ) — (581 ) — (725 ) — (725 ) Total liabilities at fair value $ — $ (4,953 ) $ — $ (4,953 ) $ — $ (4,234 ) $ — $ (4,234 ) (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 cash and cash equivalents (primarily consisting of bank deposits), accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At March 31, 2017 , the fair values of our Second Term Loan, based upon the current market rates for debt with similar credit risk and maturities, approximated its carrying value as interest is based upon LIBOR plus an applicable floating margin. Our Senior Notes and Second Senior Notes are categorized within level 2 of the valuation hierarchy. Our Senior Notes had a total fair value of approximately $796,100 and $785,700 at March 31, 2017 and December 31, 2016 , respectively, based on current market rates for debt with similar credit risk and maturities. Our Second Senior Notes had a total fair value of approximately $204,000 and $206,400 at March 31, 2017 and December 31, 2016 , respectively, based on 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 March 31, 2017 and December 31, 2016 : Other Current and Non-Current Assets Other Current and Non-Current Liabilities March 31, December 31, March 31, December 31, Derivatives designated as cash flow hedges Interest rate $ — $ 49 $ — $ — Foreign currency 505 109 (325 ) (536 ) Fair value $ 505 $ 158 $ (325 ) $ (536 ) Derivatives not designated as cash flow hedges Foreign currency $ 957 $ 1,070 $ (4,628 ) $ (3,698 ) Fair value $ 957 $ 1,070 $ (4,628 ) $ (3,698 ) Total fair value $ 1,462 $ 1,228 $ (4,953 ) $ (4,234 ) Master Netting Arrangements (“MNAs”) —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 March 31, 2017 on a gross basis and a net settlement basis: Gross Gross Amounts Net Amounts Gross Amounts Not Offset on Net Amount Financial Cash Collateral Received Derivative Assets Foreign currency 1,462 — 1,462 (167 ) — 1,295 Total assets $ 1,462 $ — $ 1,462 $ (167 ) $ — $ 1,295 Derivative Liabilities Foreign currency (4,953 ) — (4,953 ) 167 — (4,786 ) Total liabilities $ (4,953 ) $ — $ (4,953 ) $ 167 $ — $ (4,786 ) 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 months ended March 31, 2017 and 2016 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 March 31, Three Months Ended March 31, 2017 2016 2017 2016 Derivatives designated as cash flow hedges Interest rate $ — $ (713 ) $ 49 $ (181 ) Foreign currency 682 1,476 124 (1,062 ) Total $ 682 $ 763 $ 173 $ (1,243 ) (1) Net unrealized gains totaling approximately $400 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 recognized in cost of revenue for the three months ended March 31, 2017 and 2016 for foreign currency derivatives not designated as cash flow hedges: Amount of Gain (Loss) Recognized in Earnings Three Months Ended March 31, 2017 2016 Derivatives not designated as cash flow hedges Foreign currency $ (6,170 ) $ (4,299 ) Total $ (6,170 ) $ (4,299 ) |
RETIREMENT BENEFITS
RETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT BENEFITS | RETIREMENT BENEFITS Our 2016 Annual Report disclosed anticipated 2017 defined benefit pension and other postretirement plan contributions of approximately $17,000 and $2,500 , respectively. The following table provides updated contribution information for these plans at March 31, 2017 : Pension Plans Other Postretirement Plans Contributions made through March 31, 2017 $ 7,384 $ 479 Contributions expected for the remainder of 2017 9,817 1,857 Total contributions expected for 2017 $ 17,201 $ 2,336 The following table provides a breakout of the components of net periodic benefit cost (income) associated with our defined benefit pension and other postretirement plans for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Pension Plans Service cost $ 2,782 $ 2,327 Interest cost 4,591 5,918 Expected return on plan assets (5,786 ) (6,796 ) Amortization of prior service credits (150 ) (154 ) Recognized net actuarial losses 1,498 1,461 Net periodic benefit cost $ 2,935 $ 2,756 Other Postretirement Plans Service cost $ 171 $ 176 Interest cost 342 340 Recognized net actuarial gains (685 ) (840 ) Net periodic benefit income $ (172 ) $ (324 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings General — 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 results of operations, financial position or cash flow. See Note 14 for additional discussion of claims associated with our projects. Project Arbitration Matter —The customer for one of our large cost-reimbursable projects has filed a request for arbitration with the International Chamber of Commerce, alleging cost overruns on the project. The customer has not provided evidence to substantiate its allegations and we believe all amounts incurred and billed on the project, including outstanding receivables of approximately $241,000 as of March 31, 2017 , are contractually due under the provisions of our contract and are recoverable, but have been classified as a non-current asset on our Balance Sheet as we do not anticipate collection within the next year. We do not believe a risk of material loss is probable related to this matter, and accordingly, no amounts have been accrued. While it is possible that a loss may be incurred, we are unable to estimate the range of potential loss, if any. Further, we have asserted counterclaims for our outstanding receivables. Dispute Related to Sale of Nuclear Operations — On December 31, 2015, we sold our Nuclear Operations to Westinghouse Electric Company LLC (“WEC”). In connection with the transaction, a customary post-closing purchase price adjustment mechanism was negotiated between CB&I and WEC (the “Parties”) to account for any difference between target working capital and actual working capital as finally determined. On April 28, 2016, WEC delivered to us a purported closing statement estimating closing working capital to be negative $976,506 , which was $2,150,506 less than target working capital. In contrast, we calculated closing working capital to be $1,601,805 , which is $427,805 greater than target working capital. On July 21, 2016, we filed a complaint against WEC in the Court of Chancery in the State of Delaware (the “Court”) seeking a declaration that WEC has no remedy for the vast majority of its claims and requesting an injunction barring WEC from bringing such claims. On December 2, 2016, the Court granted WEC’s motion for judgment on the pleadings and dismissed our complaint, stating that the dispute should follow the dispute resolution process as set forth in the sales agreement. We filed an appeal of the Court’s ruling to the Delaware Supreme Court. Due to the bankruptcy filing by WEC on March 29, 2017, the claim resolution proceedings were automatically stayed pursuant to the Bankruptcy Code. At the parties request, the Bankruptcy Court lifted the automatic stay to permit the appeal and dispute resolution process to continue. As such, the oral argument before the Delaware Superior Court was held on May 3, 2017 and we anticipate a decision within approximately 30 days. The Parties intend to move forward with the dispute resolution process, involving the selection of a new independent auditor to replace the previous auditor that resigned. We do not believe a risk of material loss is probable related to this matter, and accordingly, no amounts have been accrued. While it is possible that a loss may be incurred, we are unable to estimate the range of potential loss, if any. We intend to vigorously pursue this litigation and our rights under the purchase agreement. 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 March 31, 2017 , we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 6,100 plaintiffs and, of those claims, approximately 1,200 claims were pending and 4,900 have been closed through dismissals or settlements. Over the past several decades and through March 31, 2017 , the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount of approximately two 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. While we have seen an increase in the number of recent filings, especially in one specific venue, we do not believe the increase or any unresolved asserted claims will have a material adverse effect on our future results of operations, financial position or cash flow, and at March 31, 2017 , we had approximately $8,800 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 acquired 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 we are in compliance, in all material respects, with environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate we will incur material capital expenditures for environmental controls or for the investigation or remediation of environmental conditions during the remainder of 2017 or 2018 . |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME The following table presents changes in AOCI, net of tax, by component, during the three months ended March 31, 2017 : Currency (1) Unrealized Defined Benefit Total Balance at December 31, 2016 $ (264,562 ) $ (213 ) $ (130,841 ) $ (395,616 ) OCI before reclassifications 23,935 451 (2,081 ) 22,305 Amounts reclassified from AOCI — (98 ) 572 474 Net OCI 23,935 353 (1,509 ) 22,779 Balance at March 31, 2017 $ (240,627 ) $ 140 $ (132,350 ) $ (372,837 ) (1) During the three months ended March 31, 2017 , the currency translation adjustment component of AOCI was favorably impacted by net movements in the Australian Dollar , British Pound , and Euro exchange rates against the U.S. Dollar. The following table presents reclassification of AOCI into earnings, net of tax, for each component, during the three months ended March 31, 2017 : Amount Reclassified From AOCI Unrealized Fair Value Of Cash Flow Hedges (1) Interest rate derivatives (interest expense) $ (49 ) Foreign currency derivatives (cost of revenue) (124 ) Total before tax $ (173 ) Tax 75 Total net of tax $ (98 ) Defined Benefit Pension and Other Postretirement Plans (2) Amortization of prior service credits $ (150 ) Recognized net actuarial losses 813 Total before tax $ 663 Tax (91 ) Total net of tax $ 572 (1) See Note 9 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. (2) See Note 10 for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost. |
EQUITY-BASED INCENTIVE PLANS AN
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY | EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY General —Under our equity-based incentive plans (our “Incentive Plans”), we can issue shares to employees and directors in the form of restricted stock units (“RSUs”), performance based shares (including those based upon financial or stock price performance) and stock options. Changes in common stock, APIC and treasury stock during the three months ended March 31, 2017 and 2016 primarily relate to activity associated with our Incentive Plans and share repurchases. Share Grants —During the three months ended March 31, 2017 , we had the following share grants associated with our Incentive Plans: Shares (1) Weighted Average Grant-Date Fair Value per Share RSUs 852 $ 35.98 Financial performance based shares 597 $ 36.00 Stock performance based shares 149 $ 44.21 Total shares granted 1,598 (1) No stock options were granted during the three months ended March 31, 2017 . Share Issuances —During the three months ended March 31, 2017 , we had the following share issuances associated with our Incentive Plans and employee stock purchase plan (“ESPP”): Shares Financial performance based shares (issued upon vesting) 49 RSUs (issued upon vesting) 617 Stock options (issued upon exercise) 32 ESPP shares (issued upon sale) 110 Total shares issued 808 Stock-Based Compensation Expense —During the three months ended March 31, 2017 and 2016 , we recognized stock-based compensation expense, primarily within selling and administrative expense, of $10,247 and $14,500 , respectively (including $676 and $922 , respectively, associated with our discontinued Capital Services Operations). We recognize forfeitures as they occur, rather than estimating expected forfeitures. Share Repurchases —During the three months ended March 31, 2017 , we repurchased 219 shares for $7,359 (an average price of $33.60 ) for taxes withheld on taxable share distributions. |
UNAPPROVED CHANGE ORDERS, CLAIM
UNAPPROVED CHANGE ORDERS, CLAIMS, INCENTIVES AND OTHER PROJECT MATTERS | 3 Months Ended |
Mar. 31, 2017 | |
Contractors [Abstract] | |
UNAPPROVED CHANGE ORDERS, CLAIMS, INCENTIVES AND OTHER PROJECT MATTERS | UNAPPROVED CHANGE ORDERS, CLAIMS, INCENTIVES AND OTHER PROJECT MATTERS Unapproved Change Orders, Claims and Incentives —At March 31, 2017 and December 31, 2016 , we had unapproved change orders and claims included in project price totaling approximately $505,800 and $121,100 , respectively, for projects within our Engineering & Construction and Fabrication Services operating groups. Our unapproved change orders and claims at March 31, 2017 are primarily related to a proportionately consolidated joint venture project and a consolidated joint venture project. The change orders and claims are primarily related to schedule related delays, fabrication activities and disputes regarding certain reimbursable billings. Approximately $166,000 of the unapproved change orders and claims are subject to arbitration proceedings that are in the early stages and the remainder are subject to early commercial discussions. At March 31, 2017 and December 31, 2016 , we also had incentives included in project price of approximately $38,200 and $43,000 , respectively, for projects within our Engineering & Construction and Fabrication Services operating groups. Of the aforementioned unapproved change orders, claims and incentives, approximately $454,300 had been recognized as revenue on a cumulative POC basis through March 31, 2017 . The aforementioned amounts recorded in project price reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates and could have a material adverse effect on our results of operations, financial position and cash flow. See Note 11 for further discussion of outstanding receivables related to one of our large cost-reimbursable projects. See Note 4 for discussion of unapproved change orders, claims and incentives related to our Capital Services Operations. Westinghouse Bankruptcy —At March 31, 2017, we had approximately $40,000 of accounts receivable and unbilled amounts due from Westinghouse. On March 29, 2017, Westinghouse filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code (“Westinghouse Bankruptcy”). We currently do not believe the Westinghouse Bankruptcy will impact the realizability of the receivable amounts and therefore, no amounts have been reserved as of March 31, 2017. Other Project Matters —Backlog for each of our operating groups generally consists of several hundred contracts and our results may be impacted by changes in estimated project margins. For the three months ended March 31, 2017 , significant changes in estimated margins on three projects resulted in a decrease to our income from operations of approximately $167,000 , and two projects resulted in an increase to our income from operations of approximately $103,000 , all within our Engineering & Construction operating group. For the three months ended March 31, 2016 , individual projects with significant changes in estimated margins did not have a material net impact on our income from continuing operations. Two of the projects that resulted in a decrease to our income from operations for the 2017 period (approximately $143,000 combined) were in a loss position at March 31, 2017 . Both loss projects were impacted primarily by lower than anticipated labor productivity and further extensions of schedule. At March 31, 2017 , one project was approximately 67% complete, had a reserve for estimated losses of approximately $70,000 , and is forecasted to be completed in January 2018. The other loss project was approximately 85% complete, had a reserve for estimated losses of approximately $12,000 , and is forecasted to be completed in September 2017. The other project that resulted in a decrease to our income from operations was impacted by the net effects (approximately $24,000 , including the dilutive effect) of cost increases related to increased fabrication costs and craft labor, subcontractor and indirect costs associated with an extension of schedule, partly offset by the benefit of an increase in project price for claims on the project. Our current forecast for these projects anticipates improvement in productivity from our recent historical experience through modified execution plans and a favorable commercial resolution of schedule liquidated damages for the two loss projects. If future labor productivity differs from our current estimates, our schedules are further extended, or the loss projects incur schedule liquidated damages due to our inability to reach a favorable commercial resolution on such matters, the projects may experience additional forecast cost increases. The projects that resulted in an increase to our income from operations for the 2017 period (approximately $103,000 combined) benefited from changes in estimated recoveries and included a large consolidated joint venture project and a separate cost reimbursable project. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our management structure and internal and public segment reporting are aligned based upon the services offered by our three operating groups, which represent our reportable segments: Engineering & Construction; Fabrication Services; and Technology. Our chief operating decision maker evaluates the performance of the aforementioned 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 for our continuing operations is netted against the revenue of the segment receiving the intersegment services. For the three months ended March 31, 2017 and 2016 , intersegment revenue totaled approximately $141,400 and $40,900 , respectively. Intersegment revenue for the aforementioned periods primarily related to services provided by our Fabrication Services operating group to our Engineering & Construction operating group. As a result of the classification of our Capital Services Operations (which is primarily comprised of our former Capital Services reportable segment) as a discontinued operation, the 2016 information for our remaining segments presented below has been recast to reflect: 1) a reallocation of certain corporate amounts previously allocated to the Capital Services segment that were not assignable to the discontinued operation, and 2) the portions of the previously reported Capital Services segment that are not included in the Capital Services Operations and the portions of other segments that are included in the Capital Services Operations. In addition, revenue for the remaining segments has been recast to reflect the intersegment revenue with our Capital Services Operations that was previously eliminated prior to the discontinued operations classification (approximately $15,900 and $31,900 for the three months ended March 31, 2017 and 2016 , respectively). The following table presents total revenue and income from operations by reportable segment for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Revenue Engineering & Construction $ 1,280,753 $ 1,536,361 Fabrication Services 478,572 533,706 Technology 68,027 64,562 Total revenue $ 1,827,352 $ 2,134,629 Income From Continuing Operations Engineering & Construction $ 5,414 $ 108,073 Fabrication Services 52,059 37,110 Technology 21,515 26,149 Total income from operations from continuing operations $ 78,988 $ 171,332 The following table presents total assets by reportable segment at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Assets Engineering & Construction $ 3,898,095 $ 3,572,399 Fabrication Services 2,306,088 2,394,041 Technology 944,464 996,104 Total assets of continuing operations 7,148,647 6,962,544 Assets of discontinued operations (Note 4) 915,324 876,876 Total assets $ 8,063,971 $ 7,839,420 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) are prepared in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Consolidation | 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. Intercompany balances and transactions are eliminated in consolidation. |
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 estimating costs and the recognition of incentive fees and unapproved change orders and claims; fair value and recoverability assessments that must be periodically performed with respect to long-lived tangible assets, goodwill and other intangible assets; valuation of deferred tax assets and financial instruments; 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. Significant estimates that impact the cost to complete each contract are costs of engineering, materials, components, equipment, labor and subcontracts; labor productivity; schedule durations, including subcontractor or supplier progress; liquidated damages; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others. 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. See Note 14 for discussion of projects with significant changes in estimated margins during the three months ended March 31, 2017 and 2016 . Our long-term contracts are awarded on a competitively 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, and 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. 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 14 for additional discussion of our recorded unapproved change orders, claims and incentives. 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, 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 without segmenting. 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, milestone billings based on the completion of certain phases of the work, or when services are provided. Projects with costs and estimated earnings recognized to date in excess of cumulative billings is reported on the Condensed Consolidated Balance Sheet (“Balance Sheet”) as costs and estimated earnings in excess of billings. Projects with cumulative billings in excess of costs and estimated earnings recognized to date is reported on the Balance Sheet as billings in excess of costs and estimated earnings. |
Receivables | Any uncollected billed amounts, including contract retentions, are reported as accounts receivable. At March 31, 2017 and December 31, 2016 , accounts receivable included contract retentions of approximately $77,300 and $72,100 , respectively. Contract retentions due beyond one year were approximately $42,900 and $37,500 at March 31, 2017 and December 31, 2016 , respectively. 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. Unbilled receivables for our service contracts are recorded within accounts receivable and were approximately $9,200 and $16,100 at March 31, 2017 and December 31, 2016 , respectively. 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 March 31, 2017 and December 31, 2016 , our allowances for doubtful accounts were not material. |
Other Operating Expense (Income), Net | Other Operating Expense (Income), Net — Other operating expense (income), net generally represents (gains) losses associated with the sale or disposition of property and equipment. |
Recoverability of Goodwill and Recoverability of Other Long-Lived Assets | Recoverability of Goodwill —Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually at a reporting unit level, absent any indicators of impairment or when other actions require an impairment assessment (such as a change in reporting units). We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of October 1. We identify a potential impairment by comparing the fair value of the applicable reporting unit to its net book value, including goodwill. If the net book value exceeds the fair value of the reporting unit, an indication of potential impairment exists, and we measure the impairment by comparing the carrying value of the reporting unit’s goodwill to its implied fair value. To determine the fair value of our reporting units and test for impairment, we utilize an income approach (discounted cash flow method) as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. This is consistent with the methodology used to determine the fair value of our reporting units in previous years. We generally do not utilize a market approach given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we consider such market indicators in our discounted cash flow analysis and determination of fair value. See Note 6 for additional discussion of our goodwill. Recoverability of Other Long-Lived Assets —We amortize our finite-lived intangible assets on a straight-line basis with lives ranging from 6 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 an impairment exists. |
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 based shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. |
Cash Equivalents | Cash Equivalents —Cash equivalents are considered to be highly liquid securities with original maturities of three months or less. |
Inventory | Inventory —Inventory is recorded at the lower of cost and net realizable value and cost is determined using the first-in-first-out 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. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. 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. |
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 transactional and re-measurement exchange gains (losses) are included within cost of revenue and were not material for the three months ended March 31, 2017 and 2016 . |
Financial Instruments | Financial Instruments —We do not engage in currency speculation; however, we utilize foreign currency exchange rate derivatives on an ongoing basis to hedge against certain foreign currency related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges are recognized within cost of revenue. 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 ongoing 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. |
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 (“VA”) is provided to offset any net deferred tax assets (“DTA(s)”) if, based upon the available evidence, it is more likely than not that some or all of the DTAs will not be realized. The realization of our net DTAs depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. Income tax and associated interest and penalty reserves, where applicable, are recorded 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, irrespective of whether or not we have received tax assessments. We continually review our exposure to additional income tax obligations and, as further information is known or events occur, changes in our tax and penalty reserves may be recorded within income tax expense and changes in interest reserves may be recorded in interest expense. |
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 proportionate to our decision making and distribution rights. The ventures generally contract directly with the third party customer; however, services may be performed directly by the ventures, or may be performed by us, our partners, or a combination thereof. Venture net assets consist primarily of 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 VIE under the consolidations guidance in ASC 810. A venture generally qualifies as a VIE when it (1) meets the definition of a legal entity, (2) absorbs the operational risk of the projects being executed, creating a variable interest, and (3) lacks 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 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 either proportionate consolidation for both the Balance Sheet and Statement of Operations, when we meet the applicable accounting criteria to do so, or utilize the equity method. |
New Accounting Standards | New Accounting Standards —In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, which provides a single comprehensive accounting standard for revenue recognition for contracts with customers and supersedes current industry-specific guidance, including ASC 605-35. The new standard prescribes a five-step revenue recognition model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The new model requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time for each of these obligations. These concepts, as well as other aspects of the ASU, may change the method and/or timing of revenue recognition for certain of our contracts, primarily associated with our fabrication and manufacturing contracts. We expect that revenue generated from our EPC and engineering services contracts will continue to be recognized over time utilizing the cost-to-cost measure of progress consistent with current practice. We also expect our revenue recognition disclosures to significantly expand due to the new qualitative and quantitative requirements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from our contracts. We will adopt the standard, including any updates to the standard, upon its effective date in the first quarter 2018 utilizing the modified retrospective approach. This approach will result in a cumulative adjustment to beginning equity in the first quarter 2018 for uncompleted contracts impacted by the adoption of the standard. We are continuing to assess the potential impact of the new standard on our Financial Statements. In February 2016, the FASB issued ASU 2016-02, which requires the recognition of a right-of-use asset and a lease liability for most lease arrangements with a term greater than one year, and increases qualitative and quantitative disclosures regarding leasing transactions. The standard is effective for us in the first quarter 2019, although early adoption is permitted. Transition requires application of the new guidance at the beginning of the earliest comparative balance sheet period presented utilizing a modified retrospective approach. We are assessing the timing of adoption of the new standard and its potential impact on our Financial Statements. In the first quarter 2017, we adopted ASU 2015-11, which simplifies the subsequent measurement of our inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Our adoption of the standard did not have a material impact on our Financial Statements. In the first quarter 2017, we adopted ASU 2016-09, which modified the accounting for excess tax benefits and tax deficiencies associated with share-based payments, amended the associated cash flow presentation, and allows for forfeitures to be either recognized when they occur, or estimated. ASU 2016-09 eliminated the requirement to recognize excess tax benefits in additional paid-in capital (“APIC”), and the requirement to evaluate tax deficiencies for APIC or income tax expense classification, and provided for these benefits or deficiencies to be recorded as an income tax expense or benefit in the Statement of Operations. Additionally, tax benefits of dividends on share-based payment awards are reflected as an income tax expense or benefit in the income statement. With these changes, tax-related cash flows resulting from share-based payments are classified as operating activities as opposed to financing, as previously presented. We have elected to recognize forfeitures as they occur, rather than estimating expected forfeitures. Our adoption of the standard did not have a material impact on our Financial Statements. |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Costs in Excess of Billings and Billings in Excess of Costs | The net balances on our Balance Sheet are collectively referred to as Contracts in Progress, net and the components of these balances at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Asset Liability Asset Liability Costs and estimated earnings on contracts in progress $ 9,014,256 $ 23,771,468 $ 8,466,638 $ 23,408,316 Billings on contracts in progress (8,520,428 ) (25,253,008 ) (8,055,889 ) (24,803,665 ) Contracts in Progress, net $ 493,828 $ (1,481,540 ) $ 410,749 $ (1,395,349 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Net income from continuing operations attributable to CB&I (net of $26,837 and $12,589 of noncontrolling interests) $ 15,574 $ 101,334 Net income from discontinued operations attributable to CB&I (net of $413 and $448 of noncontrolling interests) 9,081 5,591 Net income attributable to CB&I $ 24,655 $ 106,925 Weighted average shares outstanding—basic 100,451 104,803 Effect of restricted shares/performance based shares/stock options (1) 892 969 Effect of directors’ deferred-fee shares 17 13 Weighted average shares outstanding—diluted 101,360 105,785 Net income attributable to CB&I per share (Basic): Continuing operations $ 0.16 $ 0.97 Discontinued operations 0.09 0.05 Total $ 0.25 $ 1.02 Net income attributable to CB&I per share (Diluted): Continuing operations $ 0.15 $ 0.96 Discontinued operations 0.09 0.05 Total $ 0.24 $ 1.01 (1) Antidilutive shares excluded from diluted EPS were not material for the three months ended March 31, 2017 or 2016 . |
DISPOSITION OF CAPITAL SERVIC29
DISPOSITION OF CAPITAL SERVICES OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Assets and Liabilities —The carrying values of the major classes of assets and liabilities of the discontinued Capital Services Operations within our Balance Sheets at March 31, 2017 and December 31, 2016 were as follows: March 31, December 31, Assets Cash $ 17,782 $ 14,477 Accounts receivable, net 265,634 239,146 Costs and estimated earnings in excess of billings 163,404 153,275 Other assets 36,751 7,834 Property and equipment, net 56,256 — Goodwill (1) 229,607 — Other intangibles, net 145,890 — Current assets of discontinued operations 915,324 414,732 Property and equipment, net — 59,746 Goodwill (1) — 229,607 Other intangibles, net — 148,440 Other assets — 24,351 Non-current assets of discontinued operations — 462,144 Total assets of discontinued operations $ 915,324 $ 876,876 Liabilities Accounts payable $ 116,702 $ 141,028 Billings in excess of costs and estimated earnings 54,946 53,986 Other liabilities 87,169 52,455 Current liabilities of discontinued operations 258,817 247,469 Other liabilities — 5,388 Non-current liabilities of discontinued operations — 5,388 Total liabilities of discontinued operations $ 258,817 $ 252,857 Noncontrolling interests of discontinued operations $ 7,288 $ 6,874 (1) The carrying value of goodwill for the Capital Services Operations includes the impact of a $655,000 impairment charge recorded in the fourth quarter 2016 in connection with our annual impairment assessment. |
Disposal Group, Including Discontinued Operations, Results of Operations | Results of Operations —The results of our Capital Services Operations that have been reflected within discontinued operations in our Statement of Operations for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Revenue $ 552,947 $ 564,981 Cost of revenue 518,687 532,946 Gross profit 34,260 32,035 Selling and administrative expense 13,038 11,651 Intangibles amortization 2,550 4,200 Other operating income (372 ) (424 ) Operating income from discontinued operations 19,044 16,608 Interest expense (1) (6,863 ) (5,833 ) Interest income 9 309 Income from discontinued operations before taxes 12,190 11,084 Income tax expense (2,696 ) (5,045 ) Net income from discontinued operations 9,494 6,039 Net income from discontinued operations attributable to noncontrolling interests (413 ) (448 ) Net income from discontinued operations attributable to CB&I $ 9,081 $ 5,591 (1) Interest expense was allocated to the Capital Services Operations due to a requirement to use the net proceeds of the transaction to repay our debt on a pro-rata basis. The allocation was based upon the anticipated pro-rata debt amounts to be repaid. |
Disposal Group, Including Discontinued Operations, Cash Flows | Cash Flows —Cash flows for our Capital Services Operations for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Operating cash flows $ (17,544 ) $ (11,696 ) Investing cash flows $ (844 ) $ (793 ) |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at March 31, 2017 and December 31, 2016 were as follows: March 31, December 31, Raw materials $ 107,898 $ 65,969 Work in process 62,041 51,625 Finished goods 32,827 72,508 Total $ 202,766 $ 190,102 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in goodwill for the three months ended March 31, 2017 is as follows: Total Balance at December 31, 2016 $ 2,813,803 Foreign currency translation and other 2,631 Amortization of tax goodwill in excess of book goodwill (202 ) Balance at March 31, 2017 (1) $ 2,816,232 (1) At March 31, 2017 , we had approximately $453,100 of cumulative impairment losses which were recorded in our Engineering & Construction operating group during 2015 related to the sale of our nuclear power construction business (our “Nuclear Operations”) on December 31, 2015. |
Summary of Acquired Finite-Lived Intangible Assets, Including Weighted-Average Useful Lives | The following table presents our acquired finite-lived intangible assets at March 31, 2017 and December 31, 2016 , including the March 31, 2017 weighted-average useful lives for each major intangible asset class and in total: March 31, 2017 December 31, 2016 Weighted Average Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Backlog and customer relationships 18 Years $ 99,086 $ (22,758 ) $ 99,086 $ (21,374 ) Process technologies 15 Years 259,189 (134,005 ) 258,516 (129,261 ) Tradenames 12 Years 27,125 (15,430 ) 27,090 (14,648 ) Total (1) 16 Years $ 385,400 $ (172,193 ) $ 384,692 $ (165,283 ) (1) The decrease in other intangibles, net during the three months ended March 31, 2017 primarily related to amortization expense of approximately $6,500 . |
PARTNERING ARRANGEMENTS (Tables
PARTNERING ARRANGEMENTS (Tables) | 3 Months Ended | |
Mar. 31, 2017 | ||
Equity Method Investments and Joint Ventures [Abstract] | ||
Balance Sheet Information of Proportionately Consolidated Variable Interest Entities | The following table presents summarized balance sheet information for our share of our proportionately consolidated ventures at March 31, 2017 and December 31, 2016 : March 31, December 31, CB&I/Zachry Current assets (1) $ 284,106 $ 260,934 Non-current assets 2,571 3,204 Total assets $ 286,677 $ 264,138 Current liabilities (1) $ 397,540 $ 379,339 CB&I/Zachry/Chiyoda Current assets (1) $ 92,371 $ 84,279 Non-current assets 1,745 1,969 Total assets $ 94,116 $ 86,248 Current liabilities (1) $ 76,741 $ 73,138 CB&I/Chiyoda Current assets (1) $ 344,070 $ 337,479 Current liabilities (1) $ 138,372 $ 150,179 (1) Our venture arrangements allow for excess working capital of the ventures to be advanced to the venture partners. Such advances are returned to the ventures for working capital needs as necessary. Accordingly, at a reporting period end a venture may have advances to its partners which are reflected as an advance receivable within current assets of the venture. At March 31, 2017 and December 31, 2016 , other current assets on the Balance Sheet included approximately $398,600 and $374,800 , respectively, related to our proportionate share of advances from the ventures to our venture partners, and other current liabilities included approximately $420,800 and $394,400 , respectively, related to advances to CB&I from the ventures. | [1] |
Summarized Balance Sheet Information of Variable Interest Entities | The following table presents summarized balance sheet information for our consolidated ventures at March 31, 2017 and December 31, 2016 : March 31, December 31, CB&I/Kentz Current assets $ 126,162 $ 68,867 Current liabilities $ 117,520 $ 87,822 CB&I/AREVA Current assets $ 25,674 $ 16,313 Current liabilities $ 43,349 $ 47,652 All Other (1) Current assets $ 34,285 $ 69,785 Non-current assets 16,634 16,382 Total assets $ 50,919 $ 86,167 Current liabilities $ 9,475 $ 7,748 (1) Other ventures that we consolidate are not individually material to our financial results and are therefore aggregated as “All Other”. | |
[1] | Our venture arrangements allow for excess working capital of the ventures to be advanced to the venture partners. Such advances are returned to the ventures for working capital needs as necessary. Accordingly, at a reporting period end a venture may have advances to its partners which are reflected as an advance receivable within current assets of the venture. At March 31, 2017 and December 31, 2016, other current assets on the Balance Sheet included approximately $398,600 and $374,800, respectively, related to our proportionate share of advances from the ventures to our venture partners, and other current liabilities included approximately $420,800 and $394,400, respectively, related to advances to CB&I from the ventures. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | Our outstanding debt at March 31, 2017 and December 31, 2016 was as follows: March 31, December 31, Current Revolving facility and other short-term borrowings $ 917,500 $ 407,500 Current maturities of long-term debt 225,000 506,250 Less: unamortized debt issuance costs (1,171 ) (2,340 ) Current maturities of long-term debt, net of unamortized debt issuance costs 223,829 503,910 Current debt, net of unamortized debt issuance costs $ 1,141,329 $ 911,410 Long-Term Term Loan: $1,000,000 term loan (interest at LIBOR plus a floating margin) $ — $ 300,000 Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) 500,000 500,000 Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%) 800,000 800,000 Second Senior Notes: $200,000 senior notes (fixed interest of 4.53%) 200,000 200,000 Less: unamortized debt issuance costs (8,973 ) (5,827 ) Less: current maturities of long-term debt (225,000 ) (506,250 ) Long-term debt, net of unamortized debt issuance costs $ 1,266,027 $ 1,287,923 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments Carried at Fair Value | The following table presents the fair value of our foreign currency exchange rate derivatives and interest rate derivatives at March 31, 2017 and December 31, 2016 , respectively, by valuation hierarchy and balance sheet classification: March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Assets (1) Other current assets $ — $ 1,220 $ — $ 1,220 $ — $ 1,146 $ — $ 1,146 Other non-current assets — 242 — 242 — 82 — 82 Total assets at fair value $ — $ 1,462 $ — $ 1,462 $ — $ 1,228 $ — $ 1,228 Derivative Liabilities Other current liabilities $ — $ (4,372 ) $ — $ (4,372 ) $ — $ (3,509 ) $ — $ (3,509 ) Other non-current liabilities — (581 ) — (581 ) — (725 ) — (725 ) Total liabilities at fair value $ — $ (4,953 ) $ — $ (4,953 ) $ — $ (4,234 ) $ — $ (4,234 ) (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 | 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 March 31, 2017 and December 31, 2016 : Other Current and Non-Current Assets Other Current and Non-Current Liabilities March 31, December 31, March 31, December 31, Derivatives designated as cash flow hedges Interest rate $ — $ 49 $ — $ — Foreign currency 505 109 (325 ) (536 ) Fair value $ 505 $ 158 $ (325 ) $ (536 ) Derivatives not designated as cash flow hedges Foreign currency $ 957 $ 1,070 $ (4,628 ) $ (3,698 ) Fair value $ 957 $ 1,070 $ (4,628 ) $ (3,698 ) Total fair value $ 1,462 $ 1,228 $ (4,953 ) $ (4,234 ) |
Schedule Of Derivative Assets And Liabilities On Gross And Net Settlement Basis Table | The following table presents our derivative assets and liabilities at March 31, 2017 on a gross basis and a net settlement basis: Gross Gross Amounts Net Amounts Gross Amounts Not Offset on Net Amount Financial Cash Collateral Received Derivative Assets Foreign currency 1,462 — 1,462 (167 ) — 1,295 Total assets $ 1,462 $ — $ 1,462 $ (167 ) $ — $ 1,295 Derivative Liabilities Foreign currency (4,953 ) — (4,953 ) 167 — (4,786 ) Total liabilities $ (4,953 ) $ — $ (4,953 ) $ 167 $ — $ (4,786 ) |
Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue | 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 months ended March 31, 2017 and 2016 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 March 31, Three Months Ended March 31, 2017 2016 2017 2016 Derivatives designated as cash flow hedges Interest rate $ — $ (713 ) $ 49 $ (181 ) Foreign currency 682 1,476 124 (1,062 ) Total $ 682 $ 763 $ 173 $ (1,243 ) (1) Net unrealized gains totaling approximately $400 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 recognized in cost of revenue for the three months ended March 31, 2017 and 2016 for foreign currency derivatives not designated as cash flow hedges: Amount of Gain (Loss) Recognized in Earnings Three Months Ended March 31, 2017 2016 Derivatives not designated as cash flow hedges Foreign currency $ (6,170 ) $ (4,299 ) Total $ (6,170 ) $ (4,299 ) |
RETIREMENT BENEFITS (Tables)
RETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Contribution Information for Defined Benefit and Other Postretirement Plans | The following table provides updated contribution information for these plans at March 31, 2017 : Pension Plans Other Postretirement Plans Contributions made through March 31, 2017 $ 7,384 $ 479 Contributions expected for the remainder of 2017 9,817 1,857 Total contributions expected for 2017 $ 17,201 $ 2,336 |
Components of Net Periodic Benefit Cost | The following table provides a breakout of the components of net periodic benefit cost (income) associated with our defined benefit pension and other postretirement plans for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Pension Plans Service cost $ 2,782 $ 2,327 Interest cost 4,591 5,918 Expected return on plan assets (5,786 ) (6,796 ) Amortization of prior service credits (150 ) (154 ) Recognized net actuarial losses 1,498 1,461 Net periodic benefit cost $ 2,935 $ 2,756 Other Postretirement Plans Service cost $ 171 $ 176 Interest cost 342 340 Recognized net actuarial gains (685 ) (840 ) Net periodic benefit income $ (172 ) $ (324 ) |
ACCUMULATED OTHER COMPREHENSI36
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Changes in AOCI Balances by Component | The following table presents changes in AOCI, net of tax, by component, during the three months ended March 31, 2017 : Currency (1) Unrealized Defined Benefit Total Balance at December 31, 2016 $ (264,562 ) $ (213 ) $ (130,841 ) $ (395,616 ) OCI before reclassifications 23,935 451 (2,081 ) 22,305 Amounts reclassified from AOCI — (98 ) 572 474 Net OCI 23,935 353 (1,509 ) 22,779 Balance at March 31, 2017 $ (240,627 ) $ 140 $ (132,350 ) $ (372,837 ) (1) During the three months ended March 31, 2017 , the currency translation adjustment component of AOCI was favorably impacted by net movements in the Australian Dollar , British Pound , and Euro exchange rates against the U.S. Dollar. |
Significant Items Reclassified From AOCI Into Earnings | The following table presents reclassification of AOCI into earnings, net of tax, for each component, during the three months ended March 31, 2017 : Amount Reclassified From AOCI Unrealized Fair Value Of Cash Flow Hedges (1) Interest rate derivatives (interest expense) $ (49 ) Foreign currency derivatives (cost of revenue) (124 ) Total before tax $ (173 ) Tax 75 Total net of tax $ (98 ) Defined Benefit Pension and Other Postretirement Plans (2) Amortization of prior service credits $ (150 ) Recognized net actuarial losses 813 Total before tax $ 663 Tax (91 ) Total net of tax $ 572 (1) See Note 9 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. (2) See Note 10 for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost. |
EQUITY-BASED INCENTIVE PLANS 37
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Granted Shares Associated with Equity-Based Incentive Plans | During the three months ended March 31, 2017 , we had the following share grants associated with our Incentive Plans: Shares (1) Weighted Average Grant-Date Fair Value per Share RSUs 852 $ 35.98 Financial performance based shares 597 $ 36.00 Stock performance based shares 149 $ 44.21 Total shares granted 1,598 (1) No stock options were granted during the three months ended March 31, 2017 . |
Stock-Based Incentive Plans and Employee Stock Purchase Plan | During the three months ended March 31, 2017 , we had the following share issuances associated with our Incentive Plans and employee stock purchase plan (“ESPP”): Shares Financial performance based shares (issued upon vesting) 49 RSUs (issued upon vesting) 617 Stock options (issued upon exercise) 32 ESPP shares (issued upon sale) 110 Total shares issued 808 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Total Revenue, Income, and Assets from Operations by Reportable Segments | The following table presents total revenue and income from operations by reportable segment for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Revenue Engineering & Construction $ 1,280,753 $ 1,536,361 Fabrication Services 478,572 533,706 Technology 68,027 64,562 Total revenue $ 1,827,352 $ 2,134,629 Income From Continuing Operations Engineering & Construction $ 5,414 $ 108,073 Fabrication Services 52,059 37,110 Technology 21,515 26,149 Total income from operations from continuing operations $ 78,988 $ 171,332 The following table presents total assets by reportable segment at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Assets Engineering & Construction $ 3,898,095 $ 3,572,399 Fabrication Services 2,306,088 2,394,041 Technology 944,464 996,104 Total assets of continuing operations 7,148,647 6,962,544 Assets of discontinued operations (Note 4) 915,324 876,876 Total assets $ 8,063,971 $ 7,839,420 |
ORGANIZATION AND NATURE OF OP39
ORGANIZATION AND NATURE OF OPERATIONS (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Year founded | 1,889 |
Number of operating segments | 3 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | ||
Contract receivable retainage, after next twelve months | $ 42,900 | $ 37,545 |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Finite-lived identifiable intangible assets, estimated useful lives, (in years) | 6 years | |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Finite-lived identifiable intangible assets, estimated useful lives, (in years) | 20 years | |
Accounts Receivable [Member] | ||
Significant Accounting Policies [Line Items] | ||
Contract retentions | $ 77,300 | 72,147 |
Costs and Estimated Earnings in Excess of Billings [Member] | ||
Significant Accounting Policies [Line Items] | ||
Unbilled receivables of service contracts | $ 9,183 | $ 16,064 |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES - Contracts In Progress Table (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Contracts In Progress [Line Items] | ||
Costs and estimated earnings in excess of billings related to VIEs | $ 493,828 | $ 410,749 |
Contracts in Progress, net, Liability | (1,481,540) | (1,395,349) |
Assets [Member] | ||
Contracts In Progress [Line Items] | ||
Costs and estimated earnings on contracts in progress | 9,014,256 | 8,466,638 |
Billings on contracts in progress | (8,520,428) | (8,055,889) |
Liability [Member] | ||
Contracts In Progress [Line Items] | ||
Costs and estimated earnings on contracts in progress | 23,771,468 | 23,408,316 |
Billings on contracts in progress | (25,253,008) | (24,803,665) |
Costs and Estimated Earnings in Excess of Billings [Member] | ||
Contracts In Progress [Line Items] | ||
Costs and estimated earnings in excess of billings related to VIEs | 493,828 | 410,749 |
Billings in Excess of Costs and Estimated Earnings [Member] | ||
Contracts In Progress [Line Items] | ||
Contracts in Progress, net, Liability | $ (1,481,540) | $ (1,395,349) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Earnings Per Share [Abstract] | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Noncontrolling Interest | $ 26,837 | $ 12,589 | |
Net income (loss) related to discontinued operations | 413 | 448 | |
Net income from continuing operations attributable to CB&I (net of $26,837 and $12,589 of noncontrolling interests) | 15,574 | 101,334 | |
Net income from discontinued operations attributable to CB&I (net of $413 and $448 of noncontrolling interests) | 9,081 | 5,591 | |
Net income attributable to CB&I | $ 24,655 | $ 106,925 | |
Weighted average shares outstanding—basic | 100,451 | 104,803 | |
Effect of restricted shares/performance based shares/stock options (in shares) | [1] | 892 | 969 |
Effect of directors' deferred-fee shares (in shares) | 17 | 13 | |
Weighted average shares outstanding—diluted (in shares) | 101,360 | 105,785 | |
Net income attributable to CB&I per share (Basic): | |||
Income (loss) from continuing operations, per basic share | $ 0.16 | $ 0.97 | |
Income (loss) from discontinued operations and disposal of discontinued operations, net of tax, per basic share | 0.09 | 0.05 | |
Basic (in dollars per share) | 0.25 | 1.02 | |
Net income attributable to CB&I per share (Diluted): | |||
Income (loss) from discontinued operations and disposal of discontinued operations, net of tax, per diluted share | 0.09 | 0.05 | |
Income (loss) from continuing operations, per diluted share | 0.15 | 0.96 | |
Diluted (in dollars per share) | $ 0.24 | $ 1.01 | |
[1] | Antidilutive shares excluded from diluted EPS were not material for the three months ended March 31, 2017 or 2016. |
DISPOSITION OF CAPITAL SERVIC43
DISPOSITION OF CAPITAL SERVICES OPERATIONS - Additional Information (Details) - USD ($) $ in Thousands | Feb. 27, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal group, including discontinued operation, consideration | $ 755,000 | |||
Discontinued operation, tax effect of discontinued operation | $ 100,000 | $ (2,696) | $ (5,045) | |
Unapproved change orders cumulative payment from customer | 16,800 | |||
Discontinued Operations, Held-for-sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Unapproved change orders, amount | $ 19,600 | $ 8,400 | ||
Capital Services [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill impairment | $ 655,000 |
DISPOSITON OF CAPITAL SERVICES
DISPOSITON OF CAPITAL SERVICES OPERATIONS - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |||
Cash | $ 17,782 | $ 14,477 | $ 20,563 |
Accounts receivable, net | 265,634 | 239,146 | |
Costs and estimated earnings in excess of billings | 163,404 | 153,275 | |
Other assets | 36,751 | 7,834 | |
Property and equipment, net | 56,256 | 0 | |
Goodwill | 229,607 | 0 | |
Other intangibles, net | 145,890 | 0 | |
Current assets of discontinued operations | 915,324 | 414,732 | |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |||
Property and equipment, net | 0 | 59,746 | |
Goodwill | 0 | 229,607 | |
Other intangibles, net | 0 | 148,440 | |
Other assets | 0 | 24,351 | |
Non-current assets of discontinued operations | 0 | 462,144 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |||
Accounts payable | 116,702 | 141,028 | |
Billings in excess of costs and estimated earnings | 54,946 | 53,986 | |
Other liabilities | 87,169 | 52,455 | |
Current liabilities of discontinued operations | 258,817 | 247,469 | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |||
Other liabilities | 0 | 5,388 | |
Non-current liabilities of discontinued operations | 0 | 5,388 | |
Total liabilities of discontinued operations | 258,817 | 252,857 | |
Noncontrolling interests of discontinued operations | 7,288 | 6,874 | |
Discontinued Operations, Held-for-sale [Member] | |||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |||
Total assets of discontinued operations | $ 915,324 | $ 876,876 |
DISPOSITION OF CAPITAL SERVIC45
DISPOSITION OF CAPITAL SERVICES OPERATIONS - Operating Results (Details) - USD ($) $ in Thousands | Feb. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenue | $ 552,947 | $ 564,981 | |
Cost of revenue | 518,687 | 532,946 | |
Gross profit | 34,260 | 32,035 | |
Selling and administrative expense | 13,038 | 11,651 | |
Intangibles amortization | 2,550 | 4,200 | |
Other operating income | (372) | (424) | |
Operating income from discontinued operations | 19,044 | 16,608 | |
Disposal Group, Including Discontinued Operation, Interest Expense | (6,863) | (5,833) | |
Disposal Group, Including Discontinued Operation, Interest Income | 9 | 309 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 12,190 | 11,084 | |
Discontinued operation, tax effect of discontinued operation | $ 100,000 | (2,696) | (5,045) |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 9,494 | 6,039 | |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | (413) | (448) | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net income from discontinued operations attributable to CB&I (net of $413 and $448 of noncontrolling interests) | $ 9,081 | $ 5,591 |
DISPOSITION OF CAPITAL SERVIC46
DISPOSITION OF CAPITAL SERVICES OPERATIONS - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Operating cash flows | $ (17,544) | $ (11,696) |
Investing cash flows | $ (844) | $ (793) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 107,898 | $ 65,969 |
Work in process | 62,041 | 51,625 |
Finished goods | 32,827 | 72,508 |
Total | $ 202,766 | $ 190,102 |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLES - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)reporting_unit | Mar. 31, 2017USD ($) | [1] | |
Goodwill [Line Items] | ||||
Goodwill | $ 2,813,803,000 | $ 2,813,803,000 | $ 2,816,232,000 | |
Number of reporting units | reporting_unit | 3 | |||
All Other [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | $ 0 | |||
[1] | At March 31, 2017, we had approximately $453,100 of cumulative impairment losses which were recorded in our Engineering & Construction operating group during 2015 related to the sale of our nuclear power construction business (our “Nuclear Operations”) on December 31, 2015. |
GOODWILL AND OTHER INTANGIBLE49
GOODWILL AND OTHER INTANGIBLES - Change in Goodwill (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 2,813,803,000 | |
Foreign currency translation and other | 2,631,000 | |
Amortization of tax goodwill in excess of book goodwill | (202,000) | |
Balance at end of period | 2,816,232,000 | [1] |
Engineering and Construction [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, impaired, accumulated impairment loss | $ 453,100 | |
[1] | At March 31, 2017, we had approximately $453,100 of cumulative impairment losses which were recorded in our Engineering & Construction operating group during 2015 related to the sale of our nuclear power construction business (our “Nuclear Operations”) on December 31, 2015. |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLES - Acquired Finite-Lived Intangible Asset Balances Including Weighted-Average Useful Lives (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | [1] | 16 years | ||
Gross Carrying Amount | [1] | $ 385,400 | $ 384,692 | |
Accumulated Amortization | [1] | (172,193) | (165,283) | |
Amortization expense | $ 6,486 | $ 7,077 | ||
Backlog and customer relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 18 years | |||
Gross Carrying Amount | $ 99,086 | 99,086 | ||
Accumulated Amortization | $ (22,758) | (21,374) | ||
Process technologies [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 15 years | |||
Gross Carrying Amount | $ 259,189 | 258,516 | ||
Accumulated Amortization | $ (134,005) | (129,261) | ||
Tradenames [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 12 years | |||
Gross Carrying Amount | $ 27,125 | 27,090 | ||
Accumulated Amortization | $ (15,430) | $ (14,648) | ||
[1] | The decrease in other intangibles, net during the three months ended March 31, 2017 primarily related to amortization expense of approximately $6,500. |
PARTNERING ARRANGEMENTS - Addit
PARTNERING ARRANGEMENTS - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)Train | Dec. 31, 2016USD ($) | |
Schedule of Investments [Line Items] | ||
Advances to ventures | $ 420,800 | $ 394,400 |
CB&I [Member] | Chevron-Lummus Global CLG [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 50.00% | |
CB&I [Member] | Net Power [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 33.30% | |
Cash commitment | $ 47,300 | |
Equity method invested | $ 44,900 | |
CB&I [Member] | CTCI Corporation [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 50.00% | |
Chevron [Member] | Chevron-Lummus Global CLG [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 50.00% | |
Exelon [Member] | Net Power [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 33.30% | |
8 Rivers Capital [Member] | Net Power [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 33.30% | |
CTCI Corporation [Member] | ||
Schedule of Investments [Line Items] | ||
Equity method investment percentage | 50.00% | |
CB&I/Zachary [Member] | ||
Schedule of Investments [Line Items] | ||
Number of LNG trains | Train | 2 | |
Joint venture contract value | $ 2,700,000 | |
CB&I/Zachary [Member] | Zachry [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 50.00% | |
CB&I/Zachary [Member] | CB&I [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 50.00% | |
CB&I/Zachry/Chiyoda [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | $ 675,000 | |
CB&I/Zachry/Chiyoda [Member] | Zachry [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 33.30% | |
CB&I/Zachry/Chiyoda [Member] | Chiyoda [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 33.30% | |
CB&I/Zachry/Chiyoda [Member] | CB&I [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 33.30% | |
CB&I/Chiyoda [Member] | ||
Schedule of Investments [Line Items] | ||
Number of LNG trains | Train | 3 | |
Joint venture contract value | $ 3,200,000 | |
CB&I/Chiyoda [Member] | Chiyoda [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 50.00% | |
CB&I/Chiyoda [Member] | CB&I [Member] | ||
Schedule of Investments [Line Items] | ||
Proportionately consolidated ventures percentage | 50.00% | |
Chicago Bridge and Iron and CTCI Joint Venture [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | $ 1,400,000 | |
Advances to ventures | $ 167,700 | $ 147,000 |
CB&I/Kentz [Member] | ||
Schedule of Investments [Line Items] | ||
Number of LNG trains | Train | 3 | |
Joint venture contract value | $ 5,900,000 | |
CB&I/Kentz [Member] | Kentz [Member] | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in consolidated venture | 35.00% | |
CB&I/Kentz [Member] | CB&I [Member] | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in consolidated venture | 65.00% | |
CB&I/Areva [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture contract value | $ 5,800,000 | |
CB&I/Areva [Member] | Areva [Member] | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in consolidated venture | 48.00% | |
CB&I/Areva [Member] | CB&I [Member] | ||
Schedule of Investments [Line Items] | ||
Percentage of ownership in consolidated venture | 52.00% |
PARTNERING ARRANGEMENTS - Propo
PARTNERING ARRANGEMENTS - Proportionately Consolidated Variable Interest Entities Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Advances from ventures | $ 398,600 | $ 374,800 | |
Advances to ventures | 420,800 | 394,400 | |
CB&I/Zachary [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Variable interest entity proportionately consolidated carrying amount current assets | [1] | 284,106 | 260,934 |
Non-current assets | 2,571 | 3,204 | |
Current assets | 286,677 | 264,138 | |
Current liabilities | [1] | 397,540 | 379,339 |
CB&I/Zachry/Chiyoda [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Variable interest entity proportionately consolidated carrying amount current assets | [1] | 92,371 | 84,279 |
Non-current assets | 1,745 | 1,969 | |
Current assets | 94,116 | 86,248 | |
Current liabilities | [1] | 76,741 | 73,138 |
CB&I/Chiyoda [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | [1] | 344,070 | 337,479 |
Current liabilities | [1] | $ 138,372 | $ 150,179 |
[1] | Our venture arrangements allow for excess working capital of the ventures to be advanced to the venture partners. Such advances are returned to the ventures for working capital needs as necessary. Accordingly, at a reporting period end a venture may have advances to its partners which are reflected as an advance receivable within current assets of the venture. At March 31, 2017 and December 31, 2016, other current assets on the Balance Sheet included approximately $398,600 and $374,800, respectively, related to our proportionate share of advances from the ventures to our venture partners, and other current liabilities included approximately $420,800 and $394,400, respectively, related to advances to CB&I from the ventures. |
PARTNERING ARRANGEMENTS - Summa
PARTNERING ARRANGEMENTS - Summarized Balance Sheet Information of Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
CB&I/Kentz [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | $ 126,162 | $ 68,867 | |
Current liabilities | 117,520 | 87,822 | |
CB&I/AREVA [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | 25,674 | 16,313 | |
Current liabilities | 43,349 | 47,652 | |
All Other [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | [1] | 34,285 | 69,785 |
Non-current assets | [1] | 16,634 | 16,382 |
Total assets | [1] | 50,919 | 86,167 |
Current liabilities | [1] | $ 9,475 | $ 7,748 |
[1] | Other ventures that we consolidate are not individually material to our financial results and are therefore aggregated as “All Other”. |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Feb. 24, 2017USD ($) | Feb. 13, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018 | Jun. 30, 2017USD ($) | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016USD ($) |
Debt Disclosure [Line Items] | |||||||||
Revolving facility and other short-term borrowings | $ 917,500,000 | $ 407,500,000 | |||||||
Bank covenant, minimum net worth requirement post amendment | $ 1,201,507,000 | ||||||||
Debt instrument, covenant, senior secured leverage ratio | 4 | ||||||||
Debt instrument, covenant, leverage ratio consecutive | 3 | ||||||||
Long term debt, percentage bearing fixed interest, percentage rate increase | 0.50% | ||||||||
Incremental annual cost, debt | 2.00% | ||||||||
Debt instrument, covenant leverage ratio | 3.91 | ||||||||
Stockholders' equity attributable to parent | $ 1,460,718,000 | 1,413,538,000 | |||||||
Debt instrument, covenant fixed charge coverage ratio | 3.07 | ||||||||
First Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 800,000,000 | 800,000,000 | |||||||
Series A Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 150,000,000 | ||||||||
Semi annually fixed rate payable | 4.15% | ||||||||
Month and year senior note matures | 2017-12 | ||||||||
Series B Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 225,000,000 | ||||||||
Semi annually fixed rate payable | 4.57% | ||||||||
Month and year senior note matures | 2019-12 | ||||||||
Series C Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 275,000,000 | ||||||||
Semi annually fixed rate payable | 5.15% | ||||||||
Month and year senior note matures | 2022-12 | ||||||||
Series D Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 150,000,000 | ||||||||
Semi annually fixed rate payable | 5.30% | ||||||||
Month and year senior note matures | 2024-12 | ||||||||
Second Senior Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Senior notes | $ 200,000,000 | $ 200,000,000 | |||||||
Semi annually fixed rate payable | 4.53% | 4.53% | |||||||
Surety Bond [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Outstanding surety bonds | $ 837,707,000 | ||||||||
Prime Rate [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, basis for variable rate | 4.00% | ||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, basis for variable rate | 0.98% | ||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility One [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Line of credit facility, maximum borrowing capacity | $ 1,350,000,000 | ||||||||
Financial letters line of credit capacity | $ 270,000,000 | ||||||||
Revolving facility and other short-term borrowings | 505,000,000 | ||||||||
Amount outstanding under credit facility | 69,073,000 | ||||||||
Financial letters of credit, outstanding amount | 0 | ||||||||
Available borrowing capacity under credit facility | $ 775,927,000 | ||||||||
Weighted average interest rate | 2.90% | ||||||||
Line of credit facility, expiration date | 2018-10 | ||||||||
Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility Two [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 | ||||||||
Financial letters line of credit capacity | 50,000,000 | ||||||||
Revolving facility and other short-term borrowings | 212,500,000 | ||||||||
Amount outstanding under credit facility | 7,551,000 | ||||||||
Financial letters of credit, outstanding amount | 2,757,000 | ||||||||
Available borrowing capacity under credit facility | $ 579,949,000 | ||||||||
Weighted average interest rate | 5.00% | ||||||||
Line of credit facility, expiration date | 2018-02 | ||||||||
Unsecured Revolving Credit Facility [Member] | Total Revolving Credit Facilities [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Maximum outstanding borrowings | $ 1,709,000,000 | ||||||||
Unsecured Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Facility One [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, covenant, leverage ratio post amendment | 3.5 | 3 | |||||||
Unsecured Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Facility One [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, covenant fixed charge coverage ratio | 1.75 | ||||||||
Uncommitted Credit Facility [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Revolving facility and other short-term borrowings | $ 200,000,000 | ||||||||
Amount outstanding under credit facility | 1,737,589,000 | ||||||||
Available borrowing capacity under credit facility | $ 2,630,187,000 | ||||||||
Weighted average interest rate | 2.20% | ||||||||
Credit facility total capacity | $ 4,567,776,000 | ||||||||
Line of credit facility, borrowing and financial letter of credit sublimit | 563,000,000 | ||||||||
Remaining borrowing capacity under credit facility | $ 363,000,000 | ||||||||
Term Loan [Member] | Term Loan Two [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Weighted average interest rate | 2.40% | ||||||||
Long-term debt, maturities, repayments of principal, remainder of fiscal year | $ 56,250,000 | ||||||||
Debt instrument, face amount | 500,000,000 | $ 500,000,000 | |||||||
Future annual maturities for 2017 | 75,000,000 | ||||||||
Future annual maturities for 2018 | 75,000,000 | ||||||||
Future annual maturities for 2019 | $ 293,750,000 | ||||||||
Term Loan [Member] | Term Loan One [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, term | 4 years | ||||||||
Weighted average interest rate | 2.60% | ||||||||
Long-term debt, maturities, repayments of principal, remainder of fiscal year | $ 300,000,000 | ||||||||
Debt instrument, face amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, basis for variable rate | 0.98% | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||
Subsequent Event [Member] | Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility One [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 1,150,000,000 | ||||||||
Scenario, Forecast [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, covenant, leverage ratio post amendment | 3.25 | 5.25 | 3 | 6 | 4 | ||||
Debt instrument, covenant, senior secured leverage ratio | 2.50 | 4.50 | 3 |
DEBT - Outstanding Debt (Detail
DEBT - Outstanding Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Feb. 13, 2017 | |
Current | |||
Revolving facility and other short-term borrowings | $ 917,500,000 | $ 407,500,000 | |
Current maturities of long-term debt | 225,000,000 | 506,250,000 | |
Less: unamortized debt issuance costs | (1,171,000) | (2,340,000) | |
Current maturities of long-term debt, net of unamortized debt issuance costs | 223,829,000 | 503,910,000 | |
Current debt, net of unamortized debt issuance costs | 1,141,329,000 | 911,410,000 | |
Long-Term | |||
Less: unamortized debt issuance costs | (8,973,000) | (5,827,000) | |
Current maturities of long-term debt | (225,000,000) | (506,250,000) | |
Long-term debt, net | $ 1,266,027,000 | $ 1,287,923,000 | |
Minimum [Member] | |||
Long-Term | |||
Senior notes fixed interest rate | 4.15% | 4.15% | |
Maximum [Member] | |||
Long-Term | |||
Senior notes fixed interest rate | 5.30% | 5.30% | |
First Senior Notes [Member] | |||
Long-Term | |||
Senior notes | $ 800,000,000 | $ 800,000,000 | |
Second Senior Notes [Member] | |||
Long-Term | |||
Senior notes | $ 200,000,000 | $ 200,000,000 | |
Long-term debt, fixed interest rate | 4.53% | 4.53% | |
Term Loan Two [Member] | Term Loan [Member] | |||
Long-Term | |||
Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) | $ 500,000,000 | $ 500,000,000 | |
Debt instrument, interest rate terms | Interest at LIBOR plus an applicable floating margin | Interest at LIBOR plus an applicable floating margin | |
Term Loan One [Member] | Term Loan [Member] | |||
Long-Term | |||
Term Loan: $1,000,000 term loan (interest at LIBOR plus a floating margin) | $ 0 | $ 300,000,000 | |
Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 |
Debt instrument, interest rate terms | Interest at LIBOR plus an applicable floating margin | Interest at LIBOR plus an applicable floating margin |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
First Senior Notes [Member] | ||
Derivative [Line Items] | ||
Senior notes | $ 800,000,000 | $ 800,000,000 |
First Senior Notes [Member] | Level 2 [Member] | ||
Derivative [Line Items] | ||
Senior notes | 796,100,000 | 785,700,000 |
Second Senior Notes [Member] | ||
Derivative [Line Items] | ||
Senior notes | 200,000,000 | 200,000,000 |
Second Senior Notes [Member] | Level 2 [Member] | ||
Derivative [Line Items] | ||
Senior notes | 204,000,000 | $ 206,400,000 |
Foreign Exchange Contract Operating Exposure [Member] | ||
Derivative [Line Items] | ||
Notional value of outstanding forward contracts | $ 143,600,000 | |
Foreign Exchange Contract Operating Exposure [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Maturity of foreign currency derivatives from period-end | 5 years |
FINANCIAL INSTRUMENTS - Carried
FINANCIAL INSTRUMENTS - Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Derivatives: | |||
Other current assets | [1] | $ 1,220 | $ 1,146 |
Other non-current assets | [1] | 242 | 82 |
Total assets at fair value | [1] | 1,462 | 1,228 |
Derivatives: | |||
Other current liabilities | (4,372) | (3,509) | |
Other non-current liabilities | (581) | (725) | |
Total liabilities at fair value | (4,953) | (4,234) | |
Level 1 [Member] | |||
Derivatives: | |||
Other current assets | [1] | 0 | 0 |
Other non-current assets | [1] | 0 | 0 |
Total assets at fair value | [1] | 0 | 0 |
Derivatives: | |||
Other current liabilities | 0 | 0 | |
Other non-current liabilities | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Level 2 [Member] | |||
Derivatives: | |||
Other current assets | [1] | 1,220 | 1,146 |
Other non-current assets | [1] | 242 | 82 |
Total assets at fair value | [1] | 1,462 | 1,228 |
Derivatives: | |||
Other current liabilities | (4,372) | (3,509) | |
Other non-current liabilities | (581) | (725) | |
Total liabilities at fair value | (4,953) | (4,234) | |
Level 3 [Member] | |||
Derivatives: | |||
Other current assets | [1] | 0 | 0 |
Other non-current assets | [1] | 0 | 0 |
Total assets at fair value | [1] | 0 | 0 |
Derivatives: | |||
Other current liabilities | 0 | 0 | |
Other non-current liabilities | 0 | 0 | |
Total liabilities at fair value | $ 0 | $ 0 | |
[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 F
FINANCIAL INSTRUMENTS - Total Fair Value by Underlying Risk and Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | $ 1,462 | $ 1,228 |
Liability derivatives fair value | (4,953) | (4,234) |
Foreign currency [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 1,462 | |
Liability derivatives fair value | (4,953) | |
Derivatives designated as cash flow hedges [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 505 | 158 |
Liability derivatives fair value | (325) | (536) |
Derivatives designated as cash flow hedges [Member] | Interest rate [Member] | Other Current and Non-Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 0 | 49 |
Derivatives designated as cash flow hedges [Member] | Interest rate [Member] | Other Current and Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives fair value | 0 | 0 |
Derivatives designated as cash flow hedges [Member] | Foreign currency [Member] | Other Current and Non-Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 505 | 109 |
Derivatives designated as cash flow hedges [Member] | Foreign currency [Member] | Other Current and Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives fair value | (325) | (536) |
Derivatives not designated as cash flow hedges [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 957 | 1,070 |
Liability derivatives fair value | (4,628) | (3,698) |
Derivatives not designated as cash flow hedges [Member] | Foreign currency [Member] | Other Current and Non-Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives fair value | 957 | 1,070 |
Derivatives not designated as cash flow hedges [Member] | Foreign currency [Member] | Other Current and Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives fair value | $ (4,628) | $ (3,698) |
FINANCIAL INSTRUMENTS - Derivat
FINANCIAL INSTRUMENTS - Derivative Assets and Liabilities on Gross Basis and Net Settlement Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Gross amounts recognized | $ 1,462 | $ 1,228 |
Gross amounts offset on the balance sheet | 0 | |
Net amounts presented on the balance sheet | 1,462 | |
Gross amounts not offset on the balance sheet - financial instruments | (167) | |
Gross amounts not offset on the balance sheet - cash collateral received | 0 | |
Net amount | 1,295 | |
Liabilities: | ||
Gross amounts recognized | (4,953) | $ (4,234) |
Gross amounts offset on the balance sheet | 0 | |
Net amounts presented on the balance sheet | (4,953) | |
Gross amounts not offset on the balance sheet - financial instruments | 167 | |
Gross amounts not offset on the balance sheet - cash collateral received | 0 | |
Net amount | (4,786) | |
Foreign currency [Member] | ||
Assets: | ||
Gross amounts recognized | 1,462 | |
Gross amounts offset on the balance sheet | 0 | |
Net amounts presented on the balance sheet | 1,462 | |
Gross amounts not offset on the balance sheet - financial instruments | (167) | |
Gross amounts not offset on the balance sheet - cash collateral received | 0 | |
Net amount | 1,295 | |
Liabilities: | ||
Gross amounts recognized | (4,953) | |
Gross amounts offset on the balance sheet | 0 | |
Net amounts presented on the balance sheet | (4,953) | |
Gross amounts not offset on the balance sheet - financial instruments | 167 | |
Gross amounts not offset on the balance sheet - cash collateral received | 0 | |
Net amount | $ (4,786) |
FINANCIAL INSTRUMENTS - Total V
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) on effective derivative portion reclassified from AOCI into earnings | $ 51,905 | $ 119,962 |
Derivatives designated as cash flow hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net unrealized gains anticipated to be reclassified into earnings during the next 12 months | 400 | |
Cash Flow Hedging [Member] | Derivatives designated as cash flow hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) on effective derivative portion recognized in OCI | 682 | 763 |
Amount of gain (loss) on effective derivative portion reclassified from AOCI into earnings | 173 | (1,243) |
Cash Flow Hedging [Member] | Derivatives designated as cash flow hedges [Member] | Interest rate [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) on effective derivative portion recognized in OCI | 0 | (713) |
Amount of gain (loss) on effective derivative portion reclassified from AOCI into earnings | 49 | (181) |
Cash Flow Hedging [Member] | Derivatives designated as cash flow hedges [Member] | Foreign currency [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) on effective derivative portion recognized in OCI | 682 | 1,476 |
Amount of gain (loss) on effective derivative portion reclassified from AOCI into earnings | $ 124 | $ (1,062) |
FINANCIAL INSTRUMENTS - Total61
FINANCIAL INSTRUMENTS - Total Value Recognized in Cost of Revenue for Foreign Currency Derivatives not Designated As Cash Flow Hedges (Details) - Derivatives not designated as cash flow hedges [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings | $ (6,170) | $ (4,299) |
Foreign currency [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings | $ (6,170) | $ (4,299) |
RETIREMENT BENEFITS - Additiona
RETIREMENT BENEFITS - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Pension Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions expected for 2017 fiscal year | $ 17 |
Other Postretirement Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions expected for 2017 fiscal year | $ 2.5 |
RETIREMENT BENEFITS - Contribut
RETIREMENT BENEFITS - Contribution Information for Defined Benefit and Other Postretirement Plans (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Pension Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions made through March 31, 2017 | $ 7,384 |
Contributions expected for the remainder of 2017 | 9,817 |
Total contributions expected for 2017 | 17,201 |
Other Postretirement Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions made through March 31, 2017 | 479 |
Contributions expected for the remainder of 2017 | 1,857 |
Total contributions expected for 2017 | $ 2,336 |
RETIREMENT BENEFITS - Component
RETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 2,782 | $ 2,327 |
Interest cost | 4,591 | 5,918 |
Expected return on plan assets | (5,786) | (6,796) |
Amortization of prior service credits | (150) | (154) |
Recognized net actuarial losses (gains) | 1,498 | 1,461 |
Net periodic benefit cost (income) | 2,935 | 2,756 |
Other Postretirement Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 171 | 176 |
Interest cost | 342 | 340 |
Recognized net actuarial losses (gains) | (685) | (840) |
Net periodic benefit cost (income) | $ (172) | $ (324) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)Plaintiffclaimlegal_matter | Apr. 28, 2016USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||
Contract receivables | $ 241,000 | |
Liability for asbestos and environmental claims, gross | $ 8,800 | |
Asbestos Litigation [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Number of plaintiffs | Plaintiff | 6,100 | |
Number of plaintiffs whose claims pending | claim | 1,200 | |
Number of plaintiffs whose claims closed through dismissals or settlements | legal_matter | 4,900 | |
Settlement amount per claim (dollars per legal matter) | $ 2 | |
WEC [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Closing working capital | $ (976,506) | |
Target working capital | 2,150,506 | |
CB&I [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Closing working capital | 1,601,805 | |
Target working capital | $ 427,805 |
ACCUMULATED OTHER COMPREHENSI66
ACCUMULATED OTHER COMPREHENSIVE INCOME - Components and Reclassification of Accumulated Other Comprehensive (Loss) Income, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | $ 1,561,337 | $ 2,163,590 | |
Ending Balance | 1,617,752 | 2,285,334 | |
Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | [1] | (264,562) | |
OCI before reclassifications | [1] | 23,935 | |
Amounts reclassified from AOCI | [1] | 0 | |
Net OCI | [1] | 23,935 | |
Ending Balance | [1] | (240,627) | |
Unrealized Fair Value Of Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (213) | ||
OCI before reclassifications | 451 | ||
Amounts reclassified from AOCI | (98) | ||
Net OCI | 353 | ||
Ending Balance | 140 | ||
Defined Benefit Pension and Other Postretirement Plans [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (130,841) | ||
OCI before reclassifications | (2,081) | ||
Amounts reclassified from AOCI | 572 | ||
Net OCI | (1,509) | ||
Ending Balance | (132,350) | ||
Accumulated Other Comprehensive (Loss) Income [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (395,616) | (294,040) | |
OCI before reclassifications | 22,305 | ||
Amounts reclassified from AOCI | 474 | ||
Net OCI | 22,779 | ||
Ending Balance | $ (372,837) | $ (273,428) | |
[1] | During the three months ended March 31, 2017, the currency translation adjustment component of AOCI was favorably impacted by net movements in the Australian Dollar, British Pound, and Euro exchange rates against the U.S. Dollar. |
ACCUMULATED OTHER COMPREHENSI67
ACCUMULATED OTHER COMPREHENSIVE INCOME - Significant Items Reclassified Into Earnings (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest rate derivatives (interest expense) and Foreign currency derivatives (cost of revenue) | $ (173) | [1] |
Tax | 75 | [1] |
Total net of tax | (98) | [1] |
Amortization of prior service credits | (150) | [2] |
Recognized net actuarial losses | 813 | [2] |
Total before tax | 663 | [2] |
Tax | (91) | [2] |
Total net of tax | 572 | [2] |
Interest rate derivatives (interest expense) [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest rate derivatives (interest expense) and Foreign currency derivatives (cost of revenue) | (49) | [1] |
Foreign currency derivatives (cost of revenue) [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest rate derivatives (interest expense) and Foreign currency derivatives (cost of revenue) | $ (124) | [1] |
[1] | See Note 9 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings. | |
[2] | See Note 10 for further discussion of our defined benefit and other postretirement plans, including the components of net periodic benefit cost. |
EQUITY-BASED INCENTIVE PLANS 68
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY - Stock Plans - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase of treasury stock | $ 7,359 | $ 7,562 |
Treasury Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase of treasury stock (in shares) | 219 | 226 |
Purchase of treasury stock | $ 7,359 | $ 7,562 |
Share repurchase, average price per share (in dollars per share) | $ 33.60 | |
Continuing Operations [Member] | Selling and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 10,247 | 14,500 |
Discontinued Operations, Held-for-sale [Member] | Selling and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 676 | $ 922 |
EQUITY-BASED INCENTIVE PLANS 69
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY - Granted Shares Associated with Equity-Based Incentive Plans (Details) | 3 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares | 1,598,000 | [1] |
Number of stock options granted | 0 | |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares | 852,000 | [1] |
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 35.98 | |
Performance shares [Member] | Financial Performance-Based Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares | 597,000 | [1] |
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 36 | |
Performance shares [Member] | Stock Performance-Based Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares | 149,000 | [1] |
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 44.21 | |
[1] | No stock options were granted during the three months ended March 31, 2017. |
EQUITY-BASED INCENTIVE PLANS 70
EQUITY-BASED INCENTIVE PLANS AND OTHER EQUITY ACTIVITY - Stock-Based Incentive Plans and Employee Stock Purchase Plan (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | 808 |
Financial performance based shares (issued upon vesting) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | 49 |
RSUs (issued upon vesting) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | 617 |
Stock options (issued upon exercise) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | 32 |
ESPP shares (issued upon sale) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | 110 |
UNAPPROVED CHANGE ORDERS, CLA71
UNAPPROVED CHANGE ORDERS, CLAIMS, INCENTIVES AND OTHER PROJECT MATTERS (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)Projects | Dec. 31, 2016USD ($) | |
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Account Receivable and Unbilled Receivable | $ 40,000 | |
Number of Projects, Estimated Net Margin, Decrease to Operating Income | Projects | 3 | |
Estimated Net Margin, Decrease to Operating Income | $ (167,000) | |
Number of Projects, Estimated Net Margin, Increase to Operating Income | Projects | 2 | |
Estimated net margin, increase to operating income | $ 103,000 | |
Number of Projects, Estimated Net Margin, Decrease to Operating Income, Loss Position Projects | Projects | 2 | |
Unapproved change orders cumulative payment from customer | $ 16,800 | |
Number of projects | Projects | 1 | |
Estimated Net Margin, Decrease to Operating Income, Loss Position Projects | $ (143,000) | |
Percent of project completed | 85.00% | |
Reserve for estimated project losses | $ 12,000 | |
Estimated Net Margin, Decrease to Operating Income, Cost Increases | (24,000) | |
All Other [Member] | ||
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Unapproved change orders, amount | 505,800 | $ 121,100 |
Incentive amounts included in contract price | 38,200 | 43,000 |
Revenues recognized on a cumulative POC basis | $ 454,300 | |
Engineering and Construction [Member] | ||
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Percent of project completed | 67.00% | |
Reserve for estimated project losses | $ 70,000 | |
Discontinued Operations, Held-for-sale [Member] | ||
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Unapproved change orders, amount | 19,600 | $ 8,400 |
Unapproved change orders and claims are subject to arbitration proceedings or early commercial discussions [Member] | ||
Schedule Of Unapproved Claims And Change Orders [Line Items] | ||
Unapproved change orders, amount | $ 166 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of business sectors | segment | 3 | |
Revenue | $ 1,827,352 | $ 2,134,629 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 141,400 | 40,900 |
Discontinued Operations, Held-for-sale [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 15,894 | $ 31,877 |
SEGMENT INFORMATION - Total Rev
SEGMENT INFORMATION - Total Revenue and Income from Operations by Reporting Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,827,352 | $ 2,134,629 | |
Income From Continuing Operations | 78,988 | 171,332 | |
Operating Segments [Member] | Engineering and Construction [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,280,753 | 1,536,361 | |
Income From Continuing Operations | 5,414 | 108,073 | |
Operating Segments [Member] | Fabrication Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 478,572 | 533,706 | |
Income From Continuing Operations | 52,059 | 37,110 | |
Operating Segments [Member] | Technology [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 68,027 | 64,562 | |
Income From Continuing Operations | 21,515 | $ 26,149 | |
Discontinued Operations, Held-for-sale [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets of discontinued operations (Note 4) | $ 915,324 | $ 876,876 |
SEGMENT INFORMATION - Total Ass
SEGMENT INFORMATION - Total Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 8,063,971 | $ 7,839,420 |
Operating Segments [Member] | Engineering and Construction [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,898,095 | 3,572,399 |
Operating Segments [Member] | Fabrication Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,306,088 | 2,394,041 |
Operating Segments [Member] | Technology [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 944,464 | 996,104 |
Continuing Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 7,148,647 | 6,962,544 |
Discontinued Operations, Held-for-sale [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets of discontinued operations (Note 4) | $ 915,324 | $ 876,876 |