BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
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We have presented our condensed consolidated financial statements in U.S. Dollars in accordance with the interim reporting requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Certain financial information and disclosures normally included in our financial statements prepared annually in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. Readers of these financial statements should, therefore, refer to the consolidated and combined financial statements and notes in our annual report on Form 10-K for the year ended December 31, 2012 (our “2012 10-K”). We have included all adjustments, in the opinion of management, consisting only of normal recurring adjustments, necessary for a fair presentation. |
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We use the equity method to account for investments in entities that we do not control, but over which we have the ability to exercise significant influence. We generally refer to these entities as “joint ventures.” We have eliminated all intercompany transactions and accounts. We have reclassified certain amounts previously reported to conform to the presentation at September 30, 2013 and for the three and nine months ended September 30, 2013. We present the notes to our condensed consolidated financial statements on the basis of continuing operations, unless otherwise stated. |
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Unless the context otherwise indicates, “we,” “us” and “our” mean The Babcock & Wilcox Company (“B&W”) and its consolidated subsidiaries. |
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Reporting Segments |
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We operate in five reportable segments: Power Generation, Nuclear Operations, Technical Services, Nuclear Energy and mPower. Our reportable segments at September 30, 2013 reflect changes we made during the first quarter of 2013 in the manner in which our segment operating information is reported for purposes of assessing operating performance and allocating resources. Prior to 2013, we reported four segments: Power Generation, Nuclear Operations, Technical Services and Nuclear Energy. Our small modular nuclear reactor business, previously included in our Nuclear Energy segment, is now being reported as a separate segment, mPower. The change in our reportable segments had no impact on our previously reported results of operations, financial condition or cash flows. We have applied the change in reportable segments to previously reported historical financial information and disclosures included in this report. Our reportable segments are further described as follows: |
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| • | | Our Power Generation segment supplies boilers fired with fossil fuels, such as coal, oil and natural gas, or renewable fuels such as biomass and municipal solid waste. In addition, we supply environmental equipment and components and related services to customers in different regions around the world. This segment owns or leases manufacturing facilities in the U.S., Canada, Denmark, Germany, Mexico, China and Scotland. We design, engineer, manufacture, supply, construct and service large utility and industrial power generation systems, including boilers used to generate steam in electric power plants, pulp and paper making, chemical and process applications and other industrial uses. We also provide the same complement of services for our renewable portfolio of boiler technology, which includes biomass fired, waste-to-energy and concentrated solar energy for steam generating solutions. In addition, this segment is a technological leader in providing cost-effective and efficient air pollution control solutions and material handling systems. We have successfully developed advanced technologies to control nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions. In addition, our Power Generation segment offers a variety of construction services for the entire balance of plant, from large steam generation or environmental equipment projects, to cogeneration and combined-cycle installations. This segment also offers a full suite of aftermarket services. Our Power Generation segment’s full-scope boiler, environmental and auxiliary equipment retrofits, upgrades and services improve plant performance and efficiency and increase the reliability of vital steam generating assets. | | | | | | | | | | | | | | | |
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| • | | Our Nuclear Operations segment manufactures naval nuclear reactors for the U.S. Department of Energy (“DOE”)/National Nuclear Security Administration’s (“NNSA”) Naval Nuclear Propulsion Program, which in turn supplies them to the U.S. Navy for use in submarines and aircraft carriers. Through this segment, we own and operate manufacturing facilities located in Lynchburg, Virginia; Mount Vernon, Indiana; Euclid, Ohio; Barberton, Ohio; and Erwin, Tennessee. The Barberton and Mount Vernon locations specialize in the design and manufacture of heavy components. These two locations are N-Stamp certified by the American Society of Mechanical Engineers (“ASME”), making them two of only a few North American suppliers of large, heavy-walled nuclear components and vessels. The Euclid facility, which is also ASME N-Stamp certified, fabricates electro-mechanical equipment for the U.S. Government, and performs design, manufacturing, inspection, assembly and testing activities. The Lynchburg operations fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons. In-house capabilities also include wet chemistry uranium processing, advanced heat treatment to optimize component material properties and a controlled, clean-room environment with the capacity to assemble railcar-size components. Fuel for the naval nuclear reactors is provided by Nuclear Fuel Services, Inc. (“NFS”), one of our wholly owned subsidiaries. Located in Erwin, NFS also converts Cold War-era government stockpiles of highly enriched uranium into material suitable for further processing into commercial nuclear reactor fuel. | | | | | | | | | | | | | | | |
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| • | | Our Technical Services segment provides various services to the U.S. Government, including uranium processing, environmental site restoration services and management and operating services for various U.S. Government-owned facilities. These services are provided to the DOE, including the NNSA, the Office of Nuclear Energy, the Office of Science, the Department of Defense and the Office of Environmental Management. Through this segment we deliver products and management solutions to nuclear operations and high-consequence manufacturing facilities. A significant portion of this segment’s operations are conducted through joint ventures. | | | | | | | | | | | | | | | |
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| • | | Our Nuclear Energy segment supplies commercial nuclear steam generators and components to nuclear utility customers. B&W has supplied the nuclear industry with more than 1,300 large, heavy components worldwide. This segment is the only heavy nuclear component, N-Stamp certified manufacturer in North America. Our Nuclear Energy segment fabricates pressure vessels, reactors, steam generators, heat exchangers and other auxiliary equipment. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development and metallurgy and materials engineering. Our Nuclear Energy segment also provides power plant construction and management and maintenance services. In addition, this segment offers services for nuclear steam generators and balance of plant equipment, as well as nondestructive examination and tooling/repair solutions for other plant systems and components. | | | | | | | | | | | | | | | |
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| • | | Our mPower segment is actively designing the B&W mPowerTM reactor, a small modular reactor (“SMR”) design generally based on proven light-water nuclear technology and able to operate for four years without refueling. Through our majority-owned joint venture, Generation mPower LLC (“GmP”), we are developing the associated mPower Plant power generating facility, which will use two B&W mPowerTM reactors to generate 360 MWe within an advanced passively safe and secure plant architecture. As part of this initiative, we have been selected as the sole recipient to date to receive funding pursuant to a Cooperative Agreement with the DOE under its Small Modular Reactor Licensing Technical Support Program (“Funding Program”). This Funding Program provides financial assistance for our mPower Plant design engineering and licensing activities supporting the planned first mPower Plant commercial operation date by 2022. | | | | | | | | | | | | | | | |
See Note 9 for further information regarding our segments. |
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Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the consolidated and combined financial statements and the related footnotes included in our 2012 10-K. |
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Contracts and Revenue Recognition |
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We generally recognize contract revenues and related costs on a percentage-of-completion method for individual contracts or combinations of contracts based on work performed, man hours or a cost-to-cost method, as applicable to the product or activity involved. We recognize estimated contract revenue and resulting income based on the measurement of the extent of progress completion as a percentage of the total project. Certain costs may be excluded from the cost-to-cost method of measuring progress, such as significant costs for materials and major third-party subcontractors, if it appears that such exclusion would result in a more meaningful measurement of actual contract progress and resulting periodic allocation of income. We include revenues and related costs so recorded, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts, in contracts in progress. We include in advance billings on contracts, billings that exceed accumulated contract costs and revenues and costs recognized under the percentage-of-completion method. Most long-term contracts contain provisions for progress payments. Our unbilled receivables do not contain an allowance for credit losses as we expect to invoice customers and collect all amounts for unbilled revenues. We review contract price and cost estimates periodically as the work progresses and reflect adjustments proportionate to the percentage-of-completion in income in the period when those estimates are revised. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined. |
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For contracts as to which we are unable to estimate the final profitability except to assure that no loss will ultimately be incurred, we recognize equal amounts of revenue and cost until the final results can be estimated more precisely. For these deferred profit recognition contracts, we recognize revenue and cost equally and only recognize gross margin when probable and reasonably estimable, which we generally determine to be when the contract is approximately 70% complete. We treat long-term construction contracts that contain such a level of risk and uncertainty that estimation of the final outcome is impractical, except to assure that no loss will be incurred, as deferred profit recognition contracts. |
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Our policy is to account for fixed-price contracts under the completed-contract method if we believe that we are unable to reasonably forecast cost to complete at start-up. Under the completed-contract method, income is recognized only when a contract is completed or substantially complete. |
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For parts orders and certain aftermarket services activities, we recognize revenues as goods are delivered and work is performed. |
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Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year. We include claims for extra work or changes in scope of work to the extent of costs incurred in contract revenues when we believe collection is probable. |
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In the nine months ended September 30, 2013, we recorded contract losses totaling $30.2 million for additional estimated costs to complete a project in our Power Generation segment. These losses are in addition to contract losses recorded for this project during 2012. In May 2012, we entered into an agreement with a customer of a Nuclear Energy project to settle contract claims resulting in recognition of revenues totaling approximately $18.4 million for the nine months ended September 30, 2012. |
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Some of our contracts contain certain provisions that require us to pay liquidated damages if we are responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a claim under those provisions. These contracts define the conditions and timing under which our customers may make claims against us for liquidated damages. In the majority of cases in which we have had potential exposure for liquidated damages, such damages ultimately were determined not to be caused by our actions or were not otherwise asserted by our customers. Accordingly, we do not accrue liabilities for liquidated damages unless probable and estimable. As of September 30, 2013, we had not accrued for approximately $3.0 million of potential liquidated damages that are reasonably possible to be asserted based on our current expectations of the time to complete a certain project. |
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Comprehensive Income |
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The components of accumulated other comprehensive income included in stockholders’ equity are as follows: |
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| | September 30, | | | December 31, | | | | | | | | | | | |
2013 | 2012 | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | |
Currency translation adjustments | | $ | 38,614 | | | $ | 40,899 | | | | | | | | | | | |
Net unrealized gain on investments | | | 75 | | | | 597 | | | | | | | | | | | |
Net unrealized gain on derivative financial instruments | | | 1,016 | | | | 2,103 | | | | | | | | | | | |
Unrecognized prior service cost on benefit obligations | | | (9,388 | ) | | | (10,871 | ) | | | | | | | | | | |
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Accumulated other comprehensive income | | $ | 30,317 | | | $ | 32,728 | | | | | | | | | | | |
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The amounts reclassified out of accumulated other comprehensive income by component and the affected condensed consolidated statements of income line items are as follows: |
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| | Three Months Ended | | | Nine Months Ended | | | |
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September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | | | |
Accumulated Other Comprehensive Income | | (In thousands) | | | (In thousands) | | | Line Item Presented |
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Component Recognized |
Realized (losses) gains on derivative financial instruments | | $ | (421 | ) | | $ | 527 | | | $ | (1,573 | ) | | $ | (335 | ) | | Revenues |
| | | 977 | | | | 2,698 | | | | (1,029 | ) | | | 3,110 | | | Cost of operations |
| | | 38 | | | | (69 | ) | | | 78 | | | | 29 | | | Other-net |
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| | | 594 | | | | 3,156 | | | | (2,524 | ) | | | 2,804 | | | Total before tax |
| | | (158 | ) | | | (798 | ) | | | 671 | | | | (730 | ) | | Provision for Income Taxes |
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| | $ | 436 | | | $ | 2,358 | | | $ | (1,853 | ) | | $ | 2,074 | | | Net Income |
Amortization of prior service cost on benefit obligations | | $ | (705 | ) | | $ | (943 | ) | | $ | (2,116 | ) | | $ | (2,437 | ) | | Cost of operations |
| | | (49 | ) | | | (31 | ) | | | (149 | ) | | | (97 | ) | | Selling, general and administrative expenses |
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| | | (754 | ) | | | (974 | ) | | | (2,265 | ) | | | (2,534 | ) | | Total before tax |
| | | 264 | | | | 332 | | | | 782 | | | | 855 | | | Provision for Income Taxes |
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| | $ | (490 | ) | | $ | (642 | ) | | $ | (1,483 | ) | | $ | (1,679 | ) | | Net Income |
Realized gain on investments | | $ | 6 | | | $ | 14 | | | $ | 730 | | | $ | 17 | | | Other-net |
| | | (2 | ) | | | — | | | | (5 | ) | | | — | | | Provision for Income Taxes |
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| | $ | 4 | | | $ | 14 | | | $ | 725 | | | $ | 17 | | | Net Income |
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Total reclassification for the period | | $ | (50 | ) | | $ | 1,730 | | | $ | (2,611 | ) | | $ | 412 | | | |
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Inventories |
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The components of inventories are as follows: |
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| | September 30, | | | December 31, | | | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | |
Raw materials and supplies | | $ | 87,832 | | | $ | 98,428 | | | | | | | | | | | |
Work in progress | | | 8,744 | | | | 7,956 | | | | | | | | | | | |
Finished goods | | | 17,319 | | | | 17,834 | | | | | | | | | | | |
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Total inventories | | $ | 113,895 | | | $ | 124,218 | | | | | | | | | | | |
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Restricted Cash and Cash Equivalents |
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At September 30, 2013, we had restricted cash and cash equivalents totaling approximately $49.3 million, $3.3 million of which was held in restricted foreign accounts, $3.0 million of which was held for future decommissioning of facilities (which we include in other assets on our condensed consolidated balance sheets), $43.0 million of which was held to meet reinsurance reserve requirements of our captive insurer (in lieu of long-term investments). |
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Warranty Expense |
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We accrue estimated expense included in cost of operations on our condensed consolidated statements of income to satisfy the expected cost of contractual warranty requirements when we recognize the associated revenue on the related contracts. In addition, we record specific provisions or reductions when we expect the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on our consolidated financial condition, results of operations and cash flows. |
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The following summarizes the changes in the carrying amount of our accrued warranty expense: |
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| | Nine Months Ended | | | | | | | | | | | |
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September 30, | | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | |
Balance at beginning of period | | $ | 83,682 | | | $ | 97,209 | | | | | | | | | | | |
Additions | | | 13,555 | | | | 16,692 | | | | | | | | | | | |
Expirations and other changes | | | (13,283 | ) | | | (14,741 | ) | | | | | | | | | | |
Payments | | | (15,957 | ) | | | (8,103 | ) | | | | | | | | | | |
Currency translation | | | (505 | ) | | | 499 | | | | | | | | | | | |
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Balance at end of period | | $ | 67,492 | | | $ | 91,556 | | | | | | | | | | | |
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Research and Development |
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Our research and development activities are related to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluations for translation into practical applications. We charge costs of research and development unrelated to specific contracts as incurred. Substantially all of these costs are in our Power Generation and mPower segments, the majority of which are related to the development of our B&W mPowerTM reactor and the associated mPower Plant. |
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During the three and nine months ended September 30, 2013, we recognized $3.9 million and $11.3 million, respectively, of non-cash in-kind research and development costs as compared to $4.8 million and $13.5 million during the three and nine months ended September 30, 2012. These costs are related to services contributed by our minority partner to GmP, our majority-owned subsidiary formed in 2011 to oversee the program to develop the mPower Plant based on B&W mPowerTM technology. |
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On April 12, 2013, Babcock & Wilcox mPower, Inc., a wholly owned subsidiary of B&W, entered into a Cooperative Agreement establishing the terms and conditions of a funding award totaling $150 million under the DOE’s Funding Program. This cost-sharing award requires us to use the DOE funds to cover first-of-a-kind engineering costs associated with SMR design certification and licensing efforts. The DOE will provide cost reimbursement for up to 50% of qualified expenditures incurred during the period from April 1, 2013 to March 31, 2018. The DOE has authorized $99.3 million of funding for this award program as of September 30, 2013. The remaining anticipated DOE funding has not yet been authorized and is subject to Congressional appropriations. The Cooperative Agreement also provides for reimbursement of pre-award costs incurred from October 1, 2012 to March 31, 2013. During the three and nine months ended September 30, 2013, we recognized $16.4 million and $54.2 million, respectively, associated with the funding award, including $21.5 million during the nine months ended September 30, 2013 of pre-award cost reimbursement, as a reduction of research and development costs on our condensed consolidated statements of income. |
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Provision for Income Taxes |
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We are subject to U.S. federal income tax and income tax of multiple state and international jurisdictions. We provide for income taxes based on the tax laws and rates in the jurisdictions in which we conduct our operations. These jurisdictions may have regimes of taxation that vary with respect to nominal rates and with respect to the basis on which these rates are applied. This variation, along with changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period. We classify interest and penalties related to taxes (net of any applicable tax benefit) as a component of provision for income taxes on our condensed consolidated statements of income. |
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Our effective tax rate for the three months ended September 30, 2013 was approximately 30.0% as compared to 12.8% for the three months ended September 30, 2012. The effective tax rate for the three month period in 2013 was higher than the effective tax rate for the comparable period in 2012 primarily due to the 2012 recognition of $25.3 million of previously unrecognized tax benefits for which the statute of limitations had expired and a $27 million impairment charge for which no associated tax benefit was recognized. |
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Our effective tax rate for the nine months ended September 30, 2013 was approximately 29.0% as compared to 29.2% for the nine months ended September 30, 2012. The effective tax rate for the nine month period in 2013 included certain tax benefits associated with 2012 R&D tax credits and foreign income exclusions related to the provisions of the American Taxpayer Relief Act of 2012, which was enacted on January 2, 2013. The effective tax rate in 2012 was impacted by the recognition of $25.3 million of previously unrecognized tax benefits related to the expiration of the statute of limitations in certain jurisdictions and a $27 million impairment charge for which no associated tax benefit was recognized. |
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As of September 30, 2013, we had gross unrecognized tax benefits of $5.1 million, which, if recognized, would impact our effective tax rate from continuing operations. We believe that within the next twelve months, it is reasonably possible that our previously unrecognized tax benefits could decrease by approximately $1.0 million. |
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There were no significant penalties recorded during the nine months ended September 30, 2013. |
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New Accounting Pronouncements |
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In July 2013, the Financial Accounting Standards Board issued an update to the topic Income Taxes. This update relates to the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. This update will be effective for us in 2014. We are currently evaluating the impact that the adoption of this update will have on our consolidated financial statements. |
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Other than as described above, there have been no material changes to the recent pronouncements discussed in our 2012 10-K. |
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