DISPOSITION OF NUCLEAR OPERATIONS | DISPOSITION OF NUCLEAR OPERATIONS On December 31, 2015 we completed the sale of our nuclear power construction business (our “Nuclear Operations”), previously included within our Engineering & Construction operating group, to Westinghouse Electric Company LLC (“WEC”) for transaction consideration of approximately $161,000 , which is due upon WEC’s substantial completion of the acquired VC Summer and Vogtle nuclear projects. At December 31, 2015, we recorded the present value of the transaction consideration (the “Transaction Receivable”); however, during the fourth quarter 2016 we determined that recovery was no longer probable and recorded a non-cash pre-tax charge of approximately $148,100 (approximately $96,300 after-tax) to reserve the Transaction Receivable. The charge is included in “Loss on Net Assets Sold and Intangible Assets Impairment” in our Statement of Operations. See Note 13 for discussion of a dispute with WEC relating to the sale of our Nuclear Operations. As a result of the sale of our Nuclear Operations in 2015, we recorded a non-cash pre-tax charge related to the impairment of goodwill and intangible assets and a loss on net assets sold. A summary of the charge is as follows: Year Ended December 31, 2015 Loss on net assets sold $ 973,651 Intangible assets impairment 79,100 Loss on net assets sold and intangible assets impairment 1,052,751 Goodwill impairment 453,100 Total pre-tax charge $ 1,505,851 The net tax benefit of the charge was approximately $370,700 , reflecting the non-deductibility of the goodwill impairment, and resulted in an after-tax charge of approximately $1,135,200 . The impact of the loss on net assets sold and intangible assets impairment is included in “Loss on net assets sold and intangible assets impairment” in our Statement of Operations, and the impact of the goodwill impairment is included in “Goodwill impairment” in our Statement of Operations. The revenue and pre-tax income of our former Nuclear Operations for 2015 and 2014 was as follows: Years Ended December 31, 2015 2014 Revenue $ 2,061,167 $ 1,841,018 Pre-tax income $ 215,150 $ 151,800 DISCONTINUED OPERATIONS Capital Services Operations Transaction Summary —As discussed in Note 2 , on June 30, 2017 we completed the sale of our Capital Services Operations as provided for by the CS Agreement entered into on February 27, 2017. Under the CS Agreement, including its amendment prior to the Closing Date, the purchase price was $700,000 , subject to certain adjustments including a working capital adjustment, whereby the purchase price would be adjusted to the extent actual working capital of the Capital Services Operations on the Closing Date differed from required working capital under the CS Agreement. After giving effect to working capital and other adjustments estimated prior to the Closing Date of approximately $32,600 , we received cash proceeds of approximately $667,400 (approximately $645,500 net of cash sold) on the Closing Date. Based on actual working capital of the Capital Services Operations on the Closing Date, we estimate net final proceeds of approximately $599,000 , including approximately $46,500 for transaction costs and the aforementioned post-closing working capital adjustment. As a result of the aforementioned, during 2017, we recorded a pre-tax charge of approximately $64,800 , and income tax expense of approximately $55,800 resulting from a taxable gain on the transaction (due primarily to the non-deductibility of goodwill). The transaction did not result in any material cash taxes associated with the taxable gain due to the use of previously recorded net operating loss carryforwards. The proceeds received on the Closing Date were used to reduce our outstanding debt. 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 December 31, 2016 and 2015 were as follows: December 31, 2016 2015 Assets Cash $ 14,477 $ 14,507 Accounts receivable 239,146 274,186 Costs and estimated earnings in excess of billings 153,275 165,003 Other assets 7,834 7,876 Current assets of discontinued operations 414,732 461,572 Property and equipment, net 59,746 64,916 Goodwill (1) 229,607 884,607 Other intangible assets 148,440 165,040 Other assets 24,351 39,487 Non-current assets of discontinued operations 462,144 1,154,050 Total assets of discontinued operations $ 876,876 $ 1,615,622 Liabilities Accounts payable $ 141,028 $ 112,884 Billings in excess of costs and estimated earnings 53,986 67,287 Other liabilities 52,455 50,160 Current liabilities of discontinued operations 247,469 230,331 Other liabilities 5,388 5,921 Non-current liabilities of discontinued operations 5,388 5,921 Total liabilities of discontinued operations $ 252,857 $ 236,252 Noncontrolling interests of discontinued operations $ 6,874 $ 7,484 (1) The carrying value of goodwill for the discontinued 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 (discussed in Note 7). Results of Operations —The results of our Capital Services Operations that have been reflected within discontinued operations in our Statement of Operations for 2016 , 2015 , and 2014 were as follows: Years Ended December 31, 2016 2015 2014 Revenue $ 2,211,835 $ 2,385,863 $ 2,217,369 Cost of revenue 2,063,189 2,227,041 2,051,861 Gross profit 148,646 158,822 165,508 Selling and administrative expense 51,833 50,745 46,332 Intangibles amortization 16,600 19,960 19,960 Other operating income, net (2,328 ) (1,353 ) (1,240 ) Goodwill impairment (1) 655,000 — — Integration related costs — — 8,300 Operating (loss) income from discontinued operations (572,459 ) 89,470 92,156 Interest expense (2) (24,109 ) (23,857 ) (22,372 ) Interest income 1,155 1,244 1,154 (Loss) income from discontinued operations before taxes (595,413 ) 66,857 70,938 Income tax expense (3) (23,486 ) (20,963 ) (32,051 ) Net (loss) income from discontinued operations (618,899 ) 45,894 38,887 Net income from discontinued operations attributable to noncontrolling interests (2,187 ) (2,511 ) (1,876 ) Net (loss) income from discontinued operations attributable to CB&I $ (621,086 ) $ 43,383 $ 37,011 (1) Represents the goodwill impairment charge recorded in the fourth quarter 2016 in connection with our annual impairment assessment (discussed in Note 7). (2) Interest expense, including amortization of capitalized debt issuance costs, was allocated to the discontinued Capital Services Operations due to a requirement to use the proceeds from the transaction to repay our debt. The allocation was based upon the anticipated amounts to be repaid. (3) Income tax expense for 2016 reflects the non-deductibility of the aforementioned $655,000 goodwill impairment charge. Cash Flows —Cash flows for our Capital Services Operations for 2016 , 2015 and 2014 were as follows: Years Ended December 31, 2016 2015 2014 Operating cash flows $ 145,643 $ 76,365 $ (52,828 ) Investing cash flows $ (6,561 ) $ (11,706 ) $ (14,222 ) Unapproved Change Orders, Claims and Incentives —At December 31, 2016 and 2015 , our Capital Services Operations had unapproved change orders, claims and incentives included in project price of approximately $8,400 and $14,600 , respectively. Of the aforementioned amounts, approximately $7,700 had been recognized as revenue for the discontinued operations on a cumulative POC basis through December 31, 2016 . Technology Operations Transaction Summary —As discussed in Note 2 , in the July 2017, we initiated a plan to market and sell our Technology Operations. At December 31, 2016 , the fair value of the Technology Operations substantially 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 Technology Operations within our Balance Sheets on December 31, 2016 and 2015 were as follows: December 31, 2016 2015 Assets Accounts receivable $ 86,641 $ 113,908 Costs and estimated earnings in excess of billings 80,317 92,269 Inventory 16,285 27,027 Other assets 5,801 4,240 Current assets of discontinued operations 189,044 237,444 Equity investments 129,715 117,464 Property and equipment, net 71,692 67,175 Goodwill (1) 498,465 501,651 Other intangible assets 139,273 157,966 Other assets 81,415 69,684 Non-current assets of discontinued operations 920,560 913,940 Total assets of discontinued operations $ 1,109,604 $ 1,151,384 Liabilities Accounts payable $ 99,916 $ 72,653 Billings in excess of costs and estimated earnings 176,525 277,496 Other liabilities 38,707 71,517 Current liabilities of discontinued operations 315,148 421,666 Other liabilities 32,902 30,766 Non-current liabilities of discontinued operations 32,902 30,766 Total liabilities of discontinued operations $ 348,050 $ 452,432 Accumulated other comprehensive loss $ (13,252 ) $ (10,670 ) (1) Goodwill allocated to the discontinued Technology Operations is comprised of all the goodwill of our former Technology reporting unit (approximately $297,000 ), and an allocation of goodwill from our Fabrication Services reporting unit (approximately $200,000 )(discussed in Note 7 ). Results of Operations —The results of our Technology Operations that have been reflected within discontinued operations in our Statement of Operations for 2016 , 2015 , and 2014 were as follows: Years Ended December 31, 2016 2015 2014 Revenue $ 636,818 $ 779,725 $ 618,172 Cost of revenue 388,632 495,002 384,887 Gross profit 248,186 284,723 233,285 Selling and administrative expense 44,652 48,355 47,435 Intangibles amortization 18,033 18,044 19,689 Equity earnings (18,834 ) (22,442 ) (25,910 ) Other operating expense (income), net (1) 4 (7,581 ) 73 Integration related costs — — 5,029 Operating income from discontinued operations 204,331 248,347 186,969 Interest expense (2) (73,302 ) (62,801 ) (55,487 ) Interest income 57 61 150 Income from discontinued operations before taxes 131,086 185,607 131,632 Income tax expense (40,455 ) (52,809 ) (38,313 ) Net income from discontinued operations 90,631 132,798 93,319 Net income from discontinued operations attributable to noncontrolling interests — — — Net income from discontinued operations attributable to CB&I $ 90,631 $ 132,798 $ 93,319 (1) For 2015, other operating expense (income), net included a gain of approximately $7,500 related to the contribution of a technology to our unconsolidated Chevron-Lummus Global (“CLG”) joint venture. (2) Interest expense, including amortization of capitalized debt issuance costs, was allocated to the discontinued Technology Operations due to a requirement to use the proceeds from the transaction to repay our debt. The allocation of interest expense was based on the anticipated debt amounts to be repaid. Cash Flows —Cash flows for our Technology Operations for 2016 , 2015 and 2014 were as follows: Years Ended December 31, 2016 2015 2014 Operating cash flows $ 83,247 $ 186,944 $ 155,814 Investing cash flows $ (54,868 ) $ (54,275 ) $ (5,135 ) Partnering Arrangements —Our Technology Operations has a venture with Chevron (CB&I— 50% / Chevron— 50% ) (CLG) which provides proprietary process technology licenses and associated engineering services and catalyst, primarily for the refining industry. The venture is accounted for using the equity method. Dividends received from CLG were $5,900 , $26,000 and $15,000 during 2016, 2015 and 2014, respectively. |