Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 26, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MDRIQ | ||
Entity Registrant Name | McDERMOTT INTERNATIONAL, INC. | ||
Entity Central Index Key | 0000708819 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 193,081,224 | ||
Entity Public Float | $ 1.8 | ||
Entity File Number | 001-08430 | ||
Entity Tax Identification Number | 72-0593134 | ||
Entity Address, Address Line One | 757 N. Eldridge Parkway | ||
Entity Address, City or Town | HOUSTON | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77079 | ||
City Area Code | (281) | ||
Local Phone Number | 870-5000 | ||
Entity Incorporation, State or Country Code | R1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $1.00 par value | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the registrant’s 2020 Annual Meeting of Stockholders, or an amendment to Form 10-K to be filed not later than 120 days from the end of the registrant’s most recent fiscal year, |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Income Statement [Abstract] | |||||||
Revenues | [1] | $ 8,431,000,000 | $ 6,705,000,000 | $ 2,985,000,000 | |||
Costs and Expenses: | |||||||
Cost of operations | 8,210,000,000 | 6,104,000,000 | 2,449,000,000 | ||||
Project intangibles and inventory-related amortization | 34,000,000 | 83,000,000 | |||||
Total cost of operations | 8,244,000,000 | 6,187,000,000 | 2,449,000,000 | ||||
Research and development expenses | 36,000,000 | 20,000,000 | 5,000,000 | ||||
Selling, general and administrative expenses | 284,000,000 | 282,000,000 | 204,000,000 | ||||
Other intangibles amortization | 87,000,000 | 62,000,000 | |||||
Transaction costs | 57,000,000 | 48,000,000 | 9,000,000 | ||||
Restructuring and integration costs | 114,000,000 | 134,000,000 | 0 | ||||
Goodwill impairment | [2] | 1,430,000,000 | 2,168,000,000 | ||||
Intangible assets impairment | 162,000,000 | ||||||
Other asset impairments | 18,000,000 | 58,000,000 | 1,000,000 | ||||
Loss (gain) on asset disposals | 104,000,000 | 3,000,000 | (2,000,000) | ||||
Total expenses | 10,536,000,000 | 8,962,000,000 | 2,666,000,000 | ||||
Income (loss) from investments in unconsolidated affiliates | 34,000,000 | 13,000,000 | (12,000,000) | ||||
Investment in unconsolidated affiliates-related amortization | (11,000,000) | (12,000,000) | |||||
Operating (loss) income | (2,082,000,000) | (2,256,000,000) | 307,000,000 | ||||
Other expense: | |||||||
Interest expense, net | (735,000,000) | (259,000,000) | (63,000,000) | ||||
Other non-operating income (expense), net | (9,000,000) | (56,000,000) | 5,000,000 | ||||
Total other expense, net | (744,000,000) | (315,000,000) | (58,000,000) | ||||
(Loss) income before provision for income taxes | (2,826,000,000) | (2,571,000,000) | 249,000,000 | ||||
Income tax expense | 58,000,000 | 104,000,000 | 69,000,000 | ||||
Non-operating loss from investments in unconsolidated affiliates | (3,000,000) | (2,000,000) | |||||
Net (loss) income | (2,884,000,000) | (2,678,000,000) | 178,000,000 | ||||
Less: Net income (loss) attributable to noncontrolling interests | 25,000,000 | 9,000,000 | (1,000,000) | ||||
Net (loss) income attributable to McDermott | (2,909,000,000) | [3] | (2,687,000,000) | [3] | 179,000,000 | [4] | |
Dividends on redeemable preferred stock | [3] | (44,000,000) | (3,000,000) | ||||
Accretion of redeemable preferred stock | [3] | (16,000,000) | (1,000,000) | ||||
Net (loss) income attributable to common stockholders | $ (2,969,000,000) | [3] | $ (2,691,000,000) | [3] | $ 179,000,000 | [4] | |
Net (loss) income per share attributable to common stockholders | |||||||
Basic | $ (16.31) | [3] | $ (17.94) | [3] | $ 1.97 | [4] | |
Diluted | $ (16.31) | [3] | $ (17.94) | [3] | $ 1.88 | [4] | |
Shares used in the computation of net (loss) income per share | |||||||
Basic | 182 | [3] | 150 | [3] | 91 | [4] | |
Diluted | 182 | [3] | 150 | [3] | 95 | [4] | |
[1] | Intercompany amounts have been eliminated in consolidation. | ||||||
[2] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets | ||||||
[3] | |||||||
[4] |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (2,884) | $ (2,678) | $ 178 |
Other comprehensive (loss) income, net of tax: | |||
(Loss) gain on derivatives | 28 | (38) | 23 |
Actuarial pension gains | 6 | ||
Foreign currency translation | (24) | (24) | (7) |
Total comprehensive (loss) income | (2,880) | (2,734) | 194 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 25 | 9 | (1) |
Comprehensive (loss) income attributable to McDermott | $ (2,905) | $ (2,743) | $ 195 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | ||
Current assets: | ||||
Cash and cash equivalents ($213 and $146 related to variable interest entities ("VIEs")) | $ 800 | $ 520 | ||
Restricted cash and cash equivalents | [1] | 393 | 325 | |
Accounts receivable—trade, net ($102 and $29 related to VIEs) | 1,087 | 932 | ||
Accounts receivable—other ($32 and $57 related to VIEs) | 185 | 175 | ||
Contracts in progress ($195 and $144 related to VIEs) | 795 | 704 | ||
Project-related intangible assets, net | 48 | 137 | ||
Inventory | 52 | 101 | ||
Other current assets ($25 and $24 related to VIEs) | 195 | 139 | ||
Total current assets | 3,555 | 3,033 | ||
Property, plant and equipment, net | [2] | 2,129 | 2,067 | |
Operating lease right-of-use assets | 364 | |||
Accounts receivable—long-term retainages | 24 | 62 | ||
Investments in unconsolidated affiliates | [3] | 455 | 452 | |
Goodwill | 1,286 | 2,654 | [4] | |
Other intangibles, net | 751 | 1,009 | ||
Other non-current assets | 173 | 163 | ||
Total assets | 8,737 | 9,440 | ||
Current liabilities: | ||||
Revolving credit facility | 801 | |||
Debt | 4,306 | 30 | ||
Lease obligations | 145 | 8 | ||
Accounts payable ($182 and $277 related to VIEs) | 1,105 | 595 | ||
Advance billings on contracts ($542 and $717 related to VIEs) | 1,419 | 1,954 | ||
Project-related intangible liabilities, net | 10 | 66 | ||
Accrued liabilities ($69 and $136 related to VIEs) | 1,658 | 1,564 | ||
Total current liabilities | 9,444 | 4,217 | ||
Long-term debt | 3,393 | |||
Long-term lease obligations | 304 | 66 | ||
Deferred income taxes | 59 | 47 | ||
Other non-current liabilities | 783 | 664 | ||
Total liabilities | 10,590 | 8,387 | ||
Commitments and contingencies | ||||
Mezzanine equity: | ||||
Redeemable preferred stock | 290 | 230 | ||
Stockholders' equity: | ||||
Common stock, par value $1.00 per share, authorized 255 shares; issued 196 and 183 shares, respectively | 196 | 183 | ||
Capital in excess of par value | 3,553 | 3,539 | ||
Accumulated deficit | (5,693) | (2,719) | ||
Accumulated other comprehensive loss | (103) | (107) | ||
Treasury stock, at cost: 3 and 3 shares, respectively | (96) | (96) | ||
Total McDermott Stockholders' Equity | (2,143) | 800 | ||
Noncontrolling interest | 23 | |||
Total stockholders' equity | (2,143) | 823 | ||
Total liabilities and stockholders' equity | $ 8,737 | $ 9,440 | ||
[1] | Debt | |||
[2] | Our marine vessels are included in the area in which they were located as of the reporting date. | |||
[3] | The Consolidated Balance Sheets as of December 31, 2019 and 2018 include approximately $48 million and $15 million of accounts receivable, respectively, from our unconsolidated affiliates. | |||
[4] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 800 | $ 520 |
Accounts receivable—trade, net | 1,087 | 932 |
Accounts receivable—other | 185 | 175 |
Contracts in progress | 795 | 704 |
Other current assets | 195 | 139 |
Accounts payable | 1,105 | 595 |
Advance billings on contracts | 1,419 | 1,954 |
Accrued liabilities, current | $ 1,658 | $ 1,564 |
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 255,000,000 | 255,000,000 |
Common stock, shares issued | 196,000,000 | 183,000,000 |
Treasury stock, shares | 3,000,000 | 3,000,000 |
Variable Interest Entities ("VIEs") [Member] | ||
Cash and cash equivalents | $ 213 | $ 146 |
Accounts receivable—trade, net | 102 | 29 |
Accounts receivable—other | 32 | 57 |
Contracts in progress | 195 | 144 |
Other current assets | 25 | 24 |
Accounts payable | 182 | 277 |
Advance billings on contracts | 542 | 717 |
Accrued liabilities, current | $ 69 | $ 136 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities: | ||||
Net (loss) income | $ (2,884) | $ (2,678) | $ 178 | |
Non-cash items included in net (loss) income: | ||||
Goodwill impairment | [1] | 1,430 | 2,168 | |
Depreciation and amortization | 267 | 279 | 101 | |
Intangible assets impairment | 162 | |||
Loss on disposal of APP | 101 | |||
Debt issuance cost amortization | 313 | 36 | 13 | |
Other asset impairments | 18 | 58 | 1 | |
Stock-based compensation charges | 20 | 44 | 23 | |
Deferred taxes | 12 | 21 | 7 | |
Actuarial pension loss (gain) | 6 | 47 | (5) | |
Other non-cash items | (6) | |||
Changes in operating assets and liabilities, net of effects of businesses acquired (disposed): | ||||
Accounts receivable | (205) | 300 | 91 | |
Contracts in progress, net of advance billings on contracts | (627) | (278) | (450) | |
Inventory | (24) | |||
Accounts payable | 497 | (156) | 105 | |
Other current and non-current assets | (16) | 63 | (22) | |
Investments in unconsolidated affiliates | (12) | (9) | 14 | |
Other current and non-current liabilities | (34) | 34 | 86 | |
Total cash (used in) provided by operating activities | (976) | (71) | 136 | |
Cash flows from investing activities: | ||||
Business combinations, net of cash acquired | (7) | (2,374) | ||
Proceeds from asset disposals, net | 83 | 69 | 56 | |
Purchases of property, plant and equipment | [2] | (92) | (86) | (119) |
Advances related to proportionately consolidated consortiums | (258) | (241) | ||
Investments in unconsolidated affiliates | (4) | (16) | (2) | |
Total cash used in investing activities | (278) | (2,648) | (65) | |
Cash flows from financing activities: | ||||
Revolving credit facility borrowings | 2,451 | |||
Revolving credit facility repayments | (1,650) | |||
Proceeds from debt | 800 | 3,560 | ||
Repayment of debt and finance lease obligations | (39) | (545) | (235) | |
Proceeds from issuance of redeemable preferred stock | 290 | |||
Dividends paid to holders of redeemable preferred stock | (3) | |||
Advances related to equity method joint ventures and proportionately consolidated consortiums | 237 | 158 | ||
Debt and letter of credit issuance costs | (160) | (217) | (21) | |
Redeemable preferred stock issuance costs | (18) | |||
Debt extinguishment costs | (10) | |||
Repurchase of common stock | (4) | (14) | (7) | |
Acquisition of NCI | (11) | |||
Distributions to joint venture members | (43) | (1) | ||
Total cash provided by (used in) financing activities | 1,624 | 3,201 | (275) | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (22) | (45) | ||
Net increase in cash, cash equivalents and restricted cash | 348 | 437 | (204) | |
Cash, cash equivalents and restricted cash at beginning of period | 845 | 408 | 612 | |
Cash, cash equivalents and restricted cash at end of period | 1,193 | 845 | 408 | |
Supplemental Cash Flow Information: | ||||
Cash paid for interest | 283 | 212 | 50 | |
Cash paid for income taxes, net | 96 | 141 | 45 | |
Supplemental Disclosure of Noncash Investing Activities: | ||||
Assets acquired through capital lease | 72 | |||
Supplemental Disclosure of Noncash Financing Activities: | ||||
Capital lease | $ 72 | |||
Vendor equipment financing | 16 | |||
Note payable in connection with noncontrolling interest distribution | $ (5) | |||
Structured Equipment Financing [Member] | ||||
Cash flows from financing activities: | ||||
Revolving credit facility borrowings | $ 32 | |||
[1] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets | |||
[2] | Capital expenditures reported represent cash purchases. At December 31, 2019, 2018 and 2017, we had approximately $160 million, $26 million and $8 million, respectively, of accrued and unpaid capital expenditures reported in PP&E and accrued liabilities. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock Par Value [Member] | Capital in Excess of Par Value [Member] | Retained Earnings/(Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss ("AOCI") [Member] | Treasury Stock [Member] | Stockholder's Equity [Member] | Noncontrolling Interest ("NCI") [Member] |
Beginning Balance at Dec. 31, 2016 | $ 1,595 | $ 83 | $ 1,862 | $ (227) | $ (67) | $ (95) | $ 1,556 | $ 39 |
Net income (loss) | 178 | 179 | 179 | (1) | ||||
Other comprehensive income (loss), net of tax | 16 | 16 | 16 | |||||
Common stock issued | 15 | (15) | ||||||
Stock-based compensation charges | 15 | 15 | 15 | |||||
Purchase of treasury shares | (7) | (7) | (7) | |||||
Retirement of common stock | (6) | 6 | ||||||
Purchase of shares from NCI | (8) | 2 | 2 | (10) | ||||
Ending Balance at Dec. 31, 2017 | 1,789 | 98 | 1,858 | (48) | (51) | (96) | 1,761 | 28 |
Adoption of ASC 606 at Dec. 31, 2017 | 20 | 20 | 20 | |||||
Beginning Balance at Dec. 31, 2017 | 1,809 | 98 | 1,858 | (28) | (51) | (96) | 1,781 | 28 |
Net income (loss) | (2,678) | (2,687) | (2,687) | 9 | ||||
CB&I Combination | 1,679 | 85 | 1,608 | 1,693 | (14) | |||
Other comprehensive income (loss), net of tax | (56) | (56) | (56) | |||||
Common stock issued | 1 | (1) | ||||||
Stock-based compensation charges | 44 | 44 | 44 | |||||
Warrants | 43 | 43 | 43 | |||||
Accretion and dividends on redeemable preferred stock | (4) | (4) | (4) | |||||
Purchase of treasury shares | (14) | (14) | (14) | |||||
Retirement of common stock | (1) | (13) | 14 | |||||
Ending Balance at Dec. 31, 2018 | 823 | 183 | 3,539 | (2,719) | (107) | (96) | 800 | 23 |
Net income (loss) | (2,884) | (2,909) | (2,909) | 25 | ||||
Other comprehensive income (loss), net of tax | 4 | 4 | 4 | |||||
Common stock issued | 13 | (13) | ||||||
Stock-based compensation charges | 20 | 20 | 20 | |||||
Warrants | 5 | (5) | ||||||
Accretion and dividends on redeemable preferred stock | (60) | (60) | (60) | |||||
Conversion of non-controlling interest | (46) | 2 | 2 | $ (48) | ||||
Purchase of treasury shares | (4) | (4) | (4) | |||||
Retirement of common stock | (1) | (3) | 4 | |||||
Other | 4 | 1 | 3 | 4 | ||||
Ending Balance at Dec. 31, 2019 | $ (2,143) | $ 196 | $ 3,553 | $ (5,693) | $ (103) | $ (96) | $ (2,143) |
NATURE OF OPERATIONS AND ORGANI
NATURE OF OPERATIONS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND ORGANIZATION | NOTE 1—NATURE OF OPERATIONS AND ORGANIZATION Nature of Operations McDermott International, Inc. (“McDermott,” “we” or “us”), a corporation incorporated under the laws of the Republic of Panama in 1959, is a fully integrated provider of engineering, procurement, construction and installation (“EPCI”) and technology solutions to the energy industry. We design and build end-to-end infrastructure and technology solutions to transport and transform oil and gas into a variety of products. Our proprietary technologies, integrated expertise and comprehensive solutions are utilized for offshore, subsea, power, liquefied natural gas (“LNG”) and downstream energy projects around the world. Our customers include national, major integrated and other oil and gas companies as well as producers of petrochemicals and electric power, and we operate in most major energy producing regions throughout the world. We execute our contracts through a variety of methods, principally fixed-price, but also including cost reimbursable, cost-plus, day-rate and unit-rate basis or some combination of those methods. Organization Our business is organized into five Segment Reporting, |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We have presented our Consolidated Financial Statements in U.S. Dollars in accordance with accounting principles generally accepted in the United States (“GAAP”). These Consolidated Financial Statements reflect all wholly owned subsidiaries and those entities we are required to consolidate. See the discussion below under the caption “Joint Venture and Consortium Arrangements” in this footnote for further discussion of our consolidation policy for those entities that are not wholly owned. In the opinion of our management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. Intercompany balances and transactions are eliminated in consolidation. Values presented within tables (excluding per share data) are in millions and may not sum due to rounding. Restructuring Support Agreement and Chapter 11 Proceedings On January 21, 2020 (the “Petition Date”), McDermott and certain of its subsidiaries (collectively, the “Debtors”): (1) entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) with certain of their lenders, letter of credit issuers and holders of the Senior Notes issued by certain of the Debtors and guaranteed by McDermott and certain of the other Debtors (such lenders, letter of credit issuers and holders of the Senior Notes are referred to below as the “Consenting Parties”); and (2) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to pursue a Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors (as proposed pursuant to the RSA, the “Plan of Reorganization”). At the time of filing the Chapter 11 cases (the “Chapter 11 Cases”), the Debtors had the support of more than two-thirds of all of their funded debt creditors for the RSA. The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., Case No. 20-30336. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In connection with the RSA and the Chapter 11 Cases, certain Consenting Parties or their affiliates have provided the Debtors with superpriority debtor-in-possession financing pursuant to a new credit agreement (the “DIP Credit Agreement”). The DIP Credit Agreement provides for, among other things, term loans and letters of credit in an aggregate principal amount of up to $2.81 billion, including (1) up to $2,067 million under a term loan facility consisting of (a) a $550 million tranche that was made available at closing, (b) a $650 million tranche that was made available upon entry of the Final DIP Order (as defined in the RSA), (c) a $823 million tranche consisting of the principal amount of term loans outstanding under Tranche A and Tranche B of the New Term Loan Facility under our Superpriority Credit Agreement and accrued interest and fees related to term loans outstanding under Tranche A and Tranche B of the New Term Loan Facility under our Superpriority Credit Agreement and the New LC Facility under our Superpriority Credit Agreement, in each case that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order and (d) a $44 million tranche consisting of the make-whole amount owed to the lenders under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP Term Facility”) and (2) up to $743 million under a letter of credit facility consisting of (a) $300 million made available at closing, (b) $243 million that was made available upon entry of the Final DIP Order and (c) $200 million amount of term loans outstanding under Tranche A and Tranche B of the New LC Facility under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP LC Facility” and, together with the DIP Term Facility, the “DIP Facilities”). The Final DIP Order was entered by the Bankruptcy Court on February 24, 2020. We intend to use proceeds of the DIP Facilities to, among other things: (1) pay certain fees, interest, payments and expenses related to the Chapter 11 Cases; (2) pay adequate protection payments; (3) fund our working capital needs and expenditures during the Chapter 11 proceedings; (4) fund the Carve-Out (as defined below), which accounts for certain administrative, court and legal fees payable in connection with the Chapter 11 Cases; and (5) pay fees and expenses related to the transactions contemplated by the DIP Facilities. In addition to the DIP Facilities, the RSA contemplates that, on the Effective Date, the Debtors will (1) conduct a non-backstopped equity rights offering (the “Rights Offering”) and (2) enter into new exit credit facilities (the “Exit Facilities”), as described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Accordingly, consummation of the Plan of Reorganization will require that the Debtors meet all of the conditions to completion of the Exit Facilities. The Plan of Reorganization, which remains subject to the approval of the Bankruptcy Court, provides that, among other things, on the effective date of the Plan of Reorganization (the “Effective Date”): • holders of claims arising under the DIP Credit Agreement shall be paid in full, in cash, on the Effective Date, funded from the proceeds of the Lummus Technology sale or, to the extent not paid in full from the proceeds of the Lummus Technology sale: • holders of claims arising under the DIP Term Loans (as defined in the Plan of Reorganization) other than the Make Whole Amount (as defined in the Plan of Reorganization) shall receive cash on hand and proceeds from the Exit Facilities; • holders of claims arising under the DIP Term Loans constituting the Make Whole Amount shall receive their respective pro rata shares of the term loans arising under the Make Whole Tranche (as defined in the Plan of Reorganization); and • holders of claims arising under drawn DIP Letters of Credit (as defined in the Plan of Reorganization) that have not been reimbursed in full in cash as of the Effective Date shall receive payment in full in cash. • holders of DIP Cash Secured Letters of Credit (as defined in the Plan of Reorganization) shall receive participation in the Cash Secured Exit Facility (as defined in the RSA) in amounts equal to their respective DIP Cash Secured Letter of Credit Claims (as defined in the Plan of Reorganization; provided that any such cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility Term Sheet) shall collateralize the Cash Secured LC Exit Facility); • holders of claims arising under the DIP Letters of Credit (other than the DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility in amounts equal to their respective DIP Letter of Credit Facility commitments; • holders of claims arising under the (1) 2021 LC Facility (as defined in the Plan of Reorganization), (2) the 2023 LC Facility (as defined in the Plan of Reorganization), (3) the Revolving Credit Facility (as defined in the Plan of Reorganization) and (4) the Lloyds’ LC Facility (as defined in the Plan of Reorganization) shall receive participation rights in the Roll-Off LC Exit Facility (as defined in the Plan of Reorganization) or receive their respective pro rata shares of the Secured Creditor Funded Debt Distribution (as defined in the Plan of Reorganization), depending upon the nature of such claims; • holders of claims arising under the Term Loan Facility and Credit Agreement Hedging Claims (as defined in the Plan of Reorganization) other than hedging obligations rolled into the DIP Facilities and the Exit Facilities, will receive pro rata shares of the Secured Creditor Funded Debt Distribution; • holders of claims arising under the Senior Notes will receive their pro rata shares of (a) 6% of the new common equity interests in the reorganized McDermott (the “New Common Stock”), plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment (as defined in the Plan of Reorganization ), subject to dilution on account of the New Warrants and a new Management Incentive Plan (each as defined in the RSA); and (b) the New Warrants; • holders of general unsecured claims shall either (1) have their claims reinstated or (2) be paid in full in cash; • each existing equity interest in any of the Debtors other than McDermott shall be reinstated or cancelled, released and extinguished without any distribution at the Debtors’ election and with the consent of the Required Consenting Lenders (as defined in the Plan of Reorganization); and • each existing equity interest in McDermott will be cancelled, released and extinguished without any distribution. The deadline to vote on the Plan of Reorganization was February 19, 2020, and the results of that voting continued to reflect the support of more than two-thirds of all the Debtors’ funded debt creditors. The Bankruptcy Court has set March 12, 2020 as the date for the hearing on confirmation of the Plan of Reorganization. The RSA contains certain covenants on the part of the Debtors and the Consenting Parties, including that the Consenting Parties, among other things, (1) vote in favor of the Plan of Reorganization in the Chapter 11 Cases and (2) otherwise support and take all actions that are necessary and appropriate to facilitate the confirmation of the Plan of Reorganization and consummation of the Debtors’ restructuring in accordance with the RSA. The RSA further provides that the Consenting Parties shall have the right, but not the obligation, to terminate the RSA upon the occurrence of certain events, including the failure of the Debtors to achieve certain milestones. The RSA also contemplates that, on or prior to the Effective Date, we will complete the Lummus Technology sale. In order to pursue the satisfaction of that requirement, we have entered into a Share and Asset Purchase Agreement (the “SAPA”) with a “stalking horse” bidder. The Lummus Technology sale will be subject to the approval of the Bankruptcy Court. Under the terms of the SAPA, the stalking horse bidder has agreed, absent any higher or otherwise better bid, to acquire the Lummus Technology business from us for a purchase price of $2.725 billion, subject to certain adjustments. If we receive any bids that are higher or otherwise better than the terms reflected in the SAPA, we expect to conduct an auction for the Lummus Technology business on March 9, 2020. If we consummate an alternative sale of the Lummus Technology business to any person other than the stalking horse bidder, we would be required to pay to the stalking horse bidder a break-up fee equal to 3% of the purchase price and reimburse certain expenses associated with the negotiation, drafting and execution of the SAPA. On February 24, 2020, the Bankruptcy Court approved the selection of the stalking horse bidder and the contractual protections provided to that bidder described above, as well as the bidding procedures for the ultimate sale process. The foregoing descriptions of the RSA, the Plan of Reorganization, the DIP Facilities and the SAPA are not complete and are qualified in their entirety by reference to the full text of each of those documents, copies of which are filed as exhibits to this report. These Consolidated Financial Statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in these Consolidated Financial Statements. Further, the plan of reorganization could materially change the amounts and classifications of assets and liabilities reported in these Consolidated Financial Statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of our financial condition, the defaults under our debt agreements and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists regarding our ability to continue as a going concern. We believe that, once we receive the approval of the Plan of Reorganization by the Bankruptcy Court, our successful implementation of the Plan of Reorganization and the finalization of the Lummus Technology sale, among other factors, substantial doubt regarding our ability to continue as a going concern would be alleviated . Reclassifications Bidding and Proposal Costs— We began classifying bid and proposal costs in Cost of operations in our Statements of Operations in the second quarter of 2018, as a result of our realignment of commercial personnel within our operating groups in conjunction with the Combination. For periods reported prior to the second quarter of 2018, bid and proposal costs were included in Selling, general and administrative (“SG&A”) expenses. For the years ended December 31, 2018 and 2017, our SG&A expenses included bid and proposal expenses of $10 million and $37 million, respectively. Income (Loss) from Investments in Unconsolidated Affiliates— Our Statement of Operations for the year ended December 31, 2017 reflects the reclassification of a $12 million loss from investments in unconsolidated affiliates associated with our ongoing io Oil and Gas and Qingdao McDermott Wuchuan Offshore Engineering Company Ltd. joint ventures to Operating income to conform to our current presentation. Previously, results from these unconsolidated joint ventures were presented below Operating income, as we did not consider the activities of the unconsolidated joint ventures to be integral to our operations. Based on an expected expansion in activity of these unconsolidated joint ventures in 2018 and in the future, we now believe the activities of these unconsolidated joint ventures are integral to our ongoing operations and are most appropriately reflected in Operating income. Income (loss) from investments in unconsolidated affiliates that are not integral to our operations will continue to be presented below Operating income. See Note 10, for further discussion of our unconsolidated joint ventures. Reverse Common Stock Split— We amended our Amended and Restated Articles of Incorporation during the second quarter of 2018 to effect a three-to-one reverse stock split of McDermott common stock, effective May 9, 2018. Common stock, capital in excess of par, share and per share (except par value per share, which was not affected) information for all periods presented has been recast in these Consolidated Financial Statements to reflect the reverse stock split. Pension and Postretirement Benefit Costs — In conjunction with our adoption of Accounting Standards Update (“ASU”) 2017-07 in the first quarter of 2018, we reclassified non-service costs relating to our pension and postretirement plans from SG&A to Other non-operating income (expense) for all historical periods presented. The reclassification did not result in a material impact. Loss on Asset disposals— In the second quarter of 2019, we sold Alloy Piping Products LLC (“APP”), as discussed in Note 4, . Loss from the disposition of APP is included in Loss on asset disposals in our Consolidated Statements of Operations (our “Statements of Operations”). To conform to current period presentation, $3 million loss and $2 million gain on asset disposals presented in Other operating expense during the years ended December 31, 2018 and 2017, respectively, has been reclassified to Loss on asset disposals. Use of Estimates and Judgments The preparation of 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 to complete each contract and the recognition of incentive fees and unapproved change orders and claims; • determination of fair value related to the embedded derivatives within the Superpriority Credit Agreement; • determination of fair value with respect to acquired assets and liabilities; • assessment of our ability to continue as a going concern; • classification of all of our long-term debt obligations, including finance lease obligations, as current as of December 31, 2019; • 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 loss contingencies, self-insurance programs and income taxes; • the determination of pension-related obligations; and • consolidation determinations with respect to our joint venture and consortium arrangements. If the underlying estimates and assumptions upon which the Consolidated Financial Statements are based change in the future, actual amounts may differ from those included in the Consolidated Financial Statements. Significant Accounting Policies Revenue Recognition —Our revenue is primarily derived from long-term contracts with customers, and we determine the appropriate accounting treatment for each contract at inception in accordance with ASU 2014-09 (Accounting Standards Codification (“ASC”) Topic 606), . Our contracts primarily relate to: EPCI services; engineering services; construction services; pipe and steel fabrication services; engineered and manufactured products; technology licensing; and catalysts supply. An EPCI contract may also include technology licensing, and our services may be provided between or among our reportable segments. • Contracts —Our 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 fixed-price, cost-reimbursable 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 regarding the timing of revenue recognition. A contract may include technology licensing services, which may be provided between our reportable segments. • Performance Obligations— A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC Topic 606. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contract costs and related revenues are generally recognized over time as work progresses due to continuous transfer to the customer. To the extent a contract is deemed to have multiple performance obligations, we allocate the transaction price of the contract to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In addition, certain contracts may be combined and deemed to be a single performance obligation. Our EPCI contracts are generally deemed to be single performance obligations and our contracts with multiple performance obligations were not material as of December 31, 2019. • Performance Obligations Satisfied Over Time —Revenues for our contracts that satisfy the criteria for over time recognition are recognized as the work progresses. Revenues for contracts recognized over time include revenues for contracts to provide: EPCI services; engineering services; construction services; pipe and steel fabrication services; engineered and manufactured products; technology licensing; and “non-generic” catalysts supply. We measure transfer of control utilizing an input method to measure progress of the performance obligation based upon the cost-to-cost measure of progress, as it best depicts the transfer of assets to the customer, with Cost of operations including direct costs, such as materials and labor, and indirect costs that are attributable to contract activity. Under the cost-to-cost approach, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenues and is a significant factor in the accounting for such performance obligations. Significant estimates impacting the cost to complete each performance obligation are: costs of engineering, materials, components, equipment, labor and subcontracts; vessel costs; labor productivity; schedule durations, including subcontractor or supplier progress; 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. Additionally, external factors such as weather, customer requirements and other factors outside of our control, may affect the progress and estimated cost of a project’s completion and, therefore, the timing and amount of recognition of revenues and income. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates, which could result in material changes to our consolidated financial statements and related disclosures. See Note 5, Revenue Recognition, for further discussion. • Performance Obligation Satisfied at a Point-in-Time Method —Contracts with performance obligations that do not meet the criteria to be recognized over time are required to be recognized at a point in time, whereby revenues and gross profit are recognized only when a performance obligation is complete and a customer has obtained control of a promised asset. Revenues for contracts recognized at a point in time include our “generic” catalysts supply and certain manufactured products (which are recognized upon shipment) and certain non-engineering and non-construction oriented services (which are recognized when the services are performed). In determining when a performance obligation is complete for contracts with revenues recognized at a point in time, we measure transfer of control considering physical possession of the asset, legal transfer of title, significant risks and rewards of ownership, customer acceptance and our rights to payment. See Note 5, Revenue Recognition, for further discussion. • Remaining Performance Obligations (“RPOs”) ―RPOs r epresent the amount of revenues we expect to recognize in the future from our contract commitments on projects. RPOs include the entire expected revenue values for joint ventures we consolidate and our proportionate value for consortiums we proportionately consolidate. We do not include expected revenues of contracts related to unconsolidated joint ventures in our RPOs, except to the extent of any subcontract awards we receive from those joint ventures. Currency risks associated with RPOs which are not mitigated within the contracts are generally mitigated with the use of foreign currency derivative (hedging) instruments, when deemed significant. However, these actions may not eliminate all currency risk exposure included within our long-term contracts. RPOs may not be indicative of future operating results, and projects included in RPOs may be cancelled, modified or otherwise altered by customers. See Note 5 , Revenue Recognition, for further discussion. • Variable Consideration― Transaction prices for our contracts may include variable consideration, which includes increases to transaction prices for approved and unapproved change orders, claims, incentives and bonuses, and reductions to transaction price for liquidated damages or penalties. Change orders, claims and incentives are generally not distinct from the existing contracts due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determinations of whether to include estimated amounts in transaction prices are based largely on assessments of our anticipated performance and all information (historical, current and forecasted) reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenues on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. See Note 5, Revenue Recognition, for further discussion. • Loss Recognition ―Revenues from customers may not cover increases in our costs or our total estimated costs. It is possible that current estimates could materially change for various reasons. For all contracts, if a current estimate of total contract cost indicates a loss, the projected loss is recognized in full immediately and reflected in Cost of operations in the Statements of Operations. It is possible that these estimates could change due to unforeseen events, which could result in adjustments to overall contract revenues and costs. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year. In our Consolidated Balance Sheets (our “Balance Sheets”), accruals of provisions for estimated losses on all active uncompleted projects are included in Advance billings on contracts. See Note 5, Revenue Recognition, for further discussion. • Accounts Receivable and Contract Balances ―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 the services are provided or products are shipped. • Accounts Receivable ―Any uncollected billed amounts for our performance obligations recognized over time, including contract retainages to be collected within one year, are recorded within Accounts receivable-trade, net. Any uncollected billed amounts, unbilled receivables for which we have an unconditional right to payment, and unbilled receivables for our performance obligations recognized at a point in time are also recorded within Accounts receivable-trade, net. Contract retainages to be collected beyond one year are recorded within Accounts receivable—long-term retainages. We establish allowances for doubtful accounts based on our assessments of collectability. See Note 8, Accounts Receivable, for further discussion. • Contracts in Progress —Projects with performance obligations recognized over time that have revenues recognized to date in excess of cumulative billings are reported within Contracts in progress on our Balance Sheets. We expect to invoice customers for all unbilled revenues, and our payment terms are generally for less than 12 months upon billing. Our contracts typically do not include a significant financing component. • Advance Billings on Contracts —Projects with performance obligations recognized over time that have cumulative billings in excess of revenues are reported within Advance billings on contracts on our Balance Sheets. Our Advance billings on contracts balance also includes our accruals of provisions for estimated losses on all active projects. Concentration of Credit Risk —Our principal customers are businesses in the oil and gas exploration and development, petrochemical, natural resources and power industries. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic or other conditions. In addition, we and many of our customers operate worldwide and are therefore exposed to risks associated with the economic and political forces of various countries and geographic areas. We generally do not obtain any collateral for our receivables. See Note 24, , for additional information about our operations in different geographic areas. Bidding and Proposal Costs ―Bidding and proposal costs are generally charged to Cost of operations as incurred, but in certain cases their recognition may be deferred if specific probability criteria are met. We had no significant deferred bidding and proposal costs at December 31, 2019. Transaction Costs —Transaction costs in 2019 primarily related to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. Restructuring and Integration Costs —Restructuring and integration costs primarily relate to the costs to achieve our combination profitability initiative (“CPI”). See Note 12, for further discussion. Stock-Based Compensation —Equity instruments are measured at fair value on the grant date. Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards. We use a Black-Scholes model to determine the fair value of certain share-based awards, such as stock options. Additionally, we use a Monte Carlo model to determine the fair value of certain share-based awards that contain market and performance-based conditions. The use of these models requires highly subjective assumptions, such as assumptions about the expected life of the award, vesting probability, expected dividend yield and the volatility of our stock price. See Note 19, for additional information. Cash, Cash Equivalents and Restricted Cash —Our cash and cash equivalents are highly liquid investments with maturities of three months or less when we purchase them. We record cash and cash equivalents as restricted whe |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 3—BUSINESS COMBINATION General ―On December 18, 2017, we entered into an agreement to combine our business with CB&I, an established downstream provider of industry-leading petrochemical, refining, power, gasification and gas processing technologies and solutions. On May 10, 2018 (the “Combination Date”) we completed the Combination. Transaction Overview ―On the Combination Date, we acquired the equity of certain U.S. and non-U.S. CB&I subsidiaries that owned CB&I’s technology business, as well as certain intellectual property rights, for $2.87 billion in cash consideration that was funded using debt financing, as discussed further in Note 13, and existing cash. Also, on the Combination Date, CB&I shareholders received 0.82407 shares of McDermott common stock for each share of CB&I common stock tendered in the exchange offer. Each remaining share of CB&I common stock held by CB&I shareholders not acquired by McDermott in the exchange offer was effectively converted into the right to receive the same 0.82407 shares of McDermott common stock that was paid in the exchange offer, together with cash in lieu of any fractional shares of McDermott common stock, less any applicable withholding taxes. Stock-settled equity-based awards relating to shares of CB&I’s common stock were either canceled and converted into the right to receive cash or were converted into comparable McDermott awards on generally the same terms and conditions as prior to the Combination Date. We issued 84.5 million shares of McDermott common stock to the former CB&I shareholders and converted CB&I stock-settled equity awards into McDermott stock-settled equity-based awards to be settled in approximately 2.2 million shares of McDermott common stock. Transaction Accounting ―The Combination was accounted for using the acquisition method of accounting in accordance with ASC Topic 805, . McDermott is considered the acquirer for accounting purposes based on the following facts at the Combination Date: (1) McDermott’s stockholders owned approximately 53 percent of the combined business on a fully diluted basis; (2) a group of McDermott’s directors, including the Chairman of the Board, constituted a majority of the Board of Directors; and (3) McDermott’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer continued in those roles immediately after the completion of the Combination. The series of transactions resulting in McDermott’s acquisition of CB&I’s entire business is being accounted for as a single accounting transaction, as such transactions were entered into at the same time in contemplation of one another and were collectively designed to achieve an overall commercial effect. Purchase Consideration ―We completed the Combination for a gross purchase price of approximately $4.6 billion ($4.1 billion net of cash acquired), detailed as follows (in millions, except per share amounts): (In millions, except per share amounts) CB&I shares for Combination consideration 103 Conversion Ratio: 1 CB&I share = 0.82407 McDermott shares 85 McDermott stock price on May 10, 2018 19.92 Equity Combination consideration transferred $ 1,684 Fair value of converted awards earned prior to the Combination 9 Total equity Combination consideration transferred 1,693 Cash consideration transferred 2,872 Total Combination consideration transferred 4,565 Less: Cash acquired (498) Total Combination consideration transferred, net of cash acquired $ 4,067 Purchase Price Allocation — The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Combination Date, which were based, in part, upon external appraisal and valuation of certain assets, including specifically identified intangible assets and property and equipment. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired, totaling approximately $5 billion, was recorded as goodwill. O ur final purchase price allocation was completed in the second quarter of 2019. The following summarizes our final purchase price allocation at the Combination Date (in millions): May 10, 2018 Net tangible assets: Cash $ 498 Accounts receivable 791 Inventory 111 Contracts in progress 272 Assets held for sale (1) 70 Other current assets 272 Investments in unconsolidated affiliates (2) 426 Property, plant and equipment 396 Other non-current assets 127 Accounts payable (499 ) Advance billings on contracts (3) (2,410 ) Deferred tax liabilities (16 ) Other current liabilities (1,237 ) Other non-current liabilities (453 ) Noncontrolling interest 14 Total net tangible liabilities (1,638 ) Project-related intangible assets/liabilities, net (4) 150 Other intangible assets (5) 1,063 Net identifiable liabilities (425 ) Goodwill (6) 4,990 Total Combination consideration transferred 4,565 Less: Cash acquired (498 ) Total Combination consideration transferred, net of cash acquired $ 4,067 (1) (2) Investments in unconsolidated affiliates includes a fair value adjustment of $ million associated with the Combination. Approximately $ million of the fair value adjustment is attributable to the basis difference between McDermott’s investment and the underlying equity in identifiable assets of unconsolidated affiliates and will be amortized to Investment in unconsolidated affiliates-related amortization over a range of two to 30 years based on the life of assets to which the basis difference is attributed. (3) Advance billings on contracts (4) Project (5) Other intangible assets are reflected in the table below and recorded at estimated fair value, as determined by our management, based on available information, which includes final valuations prepared by external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. May 10, 2018 Fair value Useful Life Range Weighted Average Useful Life (In millions) Process technologies $ 511 10-30 27 Trade names 400 10-20 12 Customer relationships 126 4-11 10 Trademarks 26 10 10 Total $ 1,063 (6) Goodwill and Other Intangible Assets Impact on —CB&I RPOs totaled approximately $8.3 billion at the Combination Date, after considering conforming accounting policies and project adjustments for acquired in-process projects . Supplemental Pro Forma Information (Unaudited) —The following unaudited pro forma financial information reflects the Combination and the related events as if they occurred on January 1, 201 7 and gives effect to pro forma events that are directly attributable to the Combination, factually supportable, and expected to have a continuing impact on our combined results, following the Combination. The pro forma financial information includes adjustments to: ( 1 ) include additional intangibles amortization, investment in unconsolidated affiliates-related amortization , depreciation of property, plant and equipment and net interest expense associated with the Combination ; ( 2 ) exclude restructuring, integration and transaction costs and debt extinguishment costs that were included in McDermott and CB&I’s historical results and are expected to be non-recurring ; and ( 3 ) reflect adjustment s to 2017 cost of operations for CB&I’s pension actuarial gains and losses to conform to McDermott’s mark - to - market pension accounting policy. This pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined business operations following the Combination. Year ended December 31, 2018 (1) 2017 (1) (In millions, except per share amounts) Pro forma revenue $ 9,208 $ 9,658 Net (loss) income attributable to common stockholders (2,523 ) (1,189 ) Pro forma net loss per share attributable to common stockholders Basic $ (13.94 ) $ (6.57 ) Diluted $ (13.94 ) $ (6.57 ) Basic (2) 181 181 Diluted 181 181 (1) 2018 — 2017 — These pro forma results exclude the effect of adjustments to the opening balance sheet associated with fair value purchase accounting estimates. (2) The effects of restricted stock, warrants and redeemable preferred stock were not included in the calculation of diluted earnings per share for 2018 and 2017, due to the net losses in those periods. |
ACQUISITION AND DISPOSITION TRA
ACQUISITION AND DISPOSITION TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition And Disposition Transactions [Abstract] | |
ACQUISITION AND DISPOSITION TRANSACTIONS | NOTE 4— ACQUISITION AND DISPOSITION TRANSACTIONS Siluria Technologies acquisition —On July 15, 2019, we acquired the assets of Siluria Technologies (“Siluria”), including various intellectual property and research and development assets, for approximately $7 million. In connection with the acquisition we recorded approximately $6 million of intangible assets within our Technology segment. APP disposition — On June 27, 2019, we completed the sale of APP, the distribution and manufacturing arm of our pipe fabrication business, previously included in our NCSA segment. Loss on the APP sale is included in Loss on asset disposals in our Statement of Operations and is summarized as follows: (In millions) Assets Inventory $ 69 Property and equipment 25 Goodwill 90 Other assets 11 Assets sold $ 195 Liabilities Accounts payable $ 8 Other liabilities 3 Liabilities sold $ 11 Net assets sold $ 184 Sale proceeds (net of transaction costs of $2) 83 Loss on net assets sold $ 101 Results of APP’s operations during the years ended December 31, 2019 and 2018 were not material to McDermott, as a whole. We are continuing to pursue the sale of the remaining portion of the pipe fabrication business, subject to approval by our Board of Directors. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | NOTE 5—REVENUE RECOGNITION Remaining Performance Obligations (“RPOs”) Our RPOs by segment were as follows: December 31, 2019 December 31, 2018 (Dollars in millions) NCSA $ 7,070 38 % $ 5,649 52 % EARC 3,415 18 % 1,378 12 % MENA 6,047 33 % 1,834 17 % APAC 1,487 8 % 1,420 13 % Technology 619 3 % 632 6 % Total $ 18,638 100 % $ 10,913 100 % Of the December 31, 2019 RPOs, we expect to recognize revenues as follows: 2020 2021 Thereafter (In millions) Total RPOs $ 9,512 $ 4,959 $ 4,167 Revenue Disaggregation Our revenue by product offering, contract types and revenue recognition methodology was as follows: Year ended December 31, 2019 (2) 2018 (2) 2017 (2) (In millions) Revenue by product offering: Offshore and subsea $ 2,845 $ 2,289 $ 2,985 LNG 1,445 1,309 - Downstream (1) 3,173 2,224 - Power 968 883 - $ 8,431 $ 6,705 $ 2,985 Revenue by contract type: Fixed price $ 6,835 $ 5,239 $ 2,895 Reimbursable 926 1,004 - Hybrid 485 260 - Unit-basis and other 185 202 90 $ 8,431 $ 6,705 $ 2,985 Revenue by recognition methodology: Over time $ 8,283 $ 6,628 $ 2,985 At a point in time 148 77 - $ 8,431 $ 6,705 $ 2,985 (1) (2) Other During 2019, we recognized approximately $144 million of revenues resulting from changes in transaction prices associated with performance obligations satisfied in prior periods, primarily in our NCSA segment. Revenues reported for 2019 include a $121 million settlement of claims on a substantially complete project. During 2018, we recognized $81 million of revenues primarily resulting from changes in transaction prices during the first half of 2018 associated with performance obligations satisfied in prior periods, mainly in our APAC and MENA segments. The change in transaction prices primarily related to reimbursement of costs incurred in prior periods. Revenues recognized during 2019 with respect to amounts included in our Advance billings on contracts balance as of December 31, 2018 were approximately $1.6 billion. Unapproved Change Orders, Claims and Incentives Unapproved Change Orders, Claims and Incentives —As of December 31, 2019, we had unapproved change orders and claims included in transaction prices aggregating to approximately $231 million, of which approximately $60 million was included in our RPO balance. As of December 31, 2018, we had unapproved change orders and claims included in transaction prices for our projects aggregating to approximately $428 million, of which approximately $130 million was included in our RPO balance. Incentives —As of December 31, 2019, we had incentives included in transaction prices for our projects aggregating to approximately $218 million, primarily associated with our Cameron LNG project, of which approximately $28 million was included in our RPO balance. As of December 31, 2018, we did not have any material incentives included in transaction prices for our projects. The amounts recorded in contract prices and recognized as revenues reflect our best estimates of recovery; 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. Loss Projects Our accrual of provisions for Our subsea pipeline flowline installation project in support of the Ayatsil field offshore Mexico for Pemex (“Line 1 and Line 10”), Asheville power plant project for a unit of Duke Energy Corp. and pipeline design and EPCI project for Rota 3 gas export system in Brazil (“Rota 3 pipeline project”) were also determined to be in substantial loss positions as of December 31, 2019, as discussed further below. The Abkatun-A2 project was substantially completed as of December 31, 2019. For purposes of the discussion below, when we refer to a percentage of completion on a cumulative basis, we are referring to the cumulative percentage of completion, which includes progress made prior to the Combination Date. In accordance with U.S. GAAP, as of the Combination Date, we reset the progress to completion for all of CB&I’s projects then in progress to 0% for accounting purposes based on the remaining costs to be incurred as of that date. Summary information for our significant ongoing loss projects as of December 31, 2019 is as follows: Cameron LNG ―At December 31, 2019, our U.S. LNG export facility project in Hackberry, Louisiana for Cameron LNG (being performed by our NCSA operating group) was approximately 87% complete on a post-Combination basis (approximately 96% on a cumulative basis) and had an accrued provision for estimated losses of approximately $45 million. During 2019, we recognized approximately $180 million of increases in cost estimates on this project, primarily resulting from poor labor productivity and increases in construction and subcontractor costs. The impact of this charge was offset by recognition in 2019 of $200 million of incentives related to the projected achievement of progress milestones. Freeport LNG ―At December 31, 2019, Trains 1 & 2 of our U.S. LNG export facility project in Freeport, Texas for Freeport LNG (being performed by our NCSA operating group) were approximately 97% complete on a post-Combination basis (approximately 99% on a cumulative basis) and had an accrued provision for estimated losses of approximately $8 million. During 2019, the project was negatively impacted by $127 million of increases in cost estimates, primarily resulting from increases in construction and subcontractor costs. During 2019, we also recognized approximately $5 million of incentive revenues on this project. During 2019, Freeport LNG Train 3 was negatively impacted by $8 million of changes in cost estimates and remained in the profitable position as of December 31, 2019. During 2019, the Freeport LNG project, as a whole, had an overall negative $130 million impact on operating margin. Rota 3 pipeline project ―As of December 31, 2019, our project in Brazil involving the design and detailed engineering, procurement, construction and installation of a rigid concrete coated gas pipeline export system (being performed by our NCSA operating group) was approximately 66% complete and had an accrued provision for estimated losses of approximately $26 million. During the third and fourth quarters of 2019, the project was negatively impacted by charges of $78 million, primarily due to changes in cost estimates and additional charges associated with equipment downtime. The project is expected to be completed in the second quarter of 2020. Asheville power plant project ―As of December 31, 2019, our power project located in Arden, North Carolina (being performed by our NCSA operating group) was approximately 98% complete and had an accrued provision for estimated losses of approximately $1 million. During 2019, the project was negatively impacted by charges of $97 million, net, primarily due to increases in labor and subcontractor costs, partially offset by a settlement of a claim. The project is expected to be completed in the first quarter of 2020. Line 1 and Line 10 ―As of December 31, 2019, our subsea pipeline flowline installation project in support of the Ayatsil field offshore Mexico (being performed by our NCSA operating group) was approximately 99% complete and had an accrued provision for estimated losses of approximately $1 million. During 2019, the project was negatively impacted by $32 million of changes in cost estimates associated with unexpected schedule extensions, resulting in additional vessel and labor costs. The project is expected to be completed in the first quarter of 2020. |
PROJECT CHANGES IN ESTIMATES
PROJECT CHANGES IN ESTIMATES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
PROJECT CHANGES IN ESTIMATES | NOTE 6—PROJECT CHANGES IN ESTIMATES Our RPOs for each of our operating groups generally consist of several hundred contracts, and our results may be impacted by changes in estimated margins. The following is a discussion of our most significant changes in cost estimates that impacted 2019, 2018 and 2017 segment operating results. For discussion of significant changes in estimates resulting from changes in transaction prices, see Note 5, Revenue Recognition 2019 Segment operating results in 2019 were impacted by unfavorable changes in cost estimates totaling approximately $700 million, primarily in our NCSA segment. Unfavorable changes in estimates in our EARC (primarily on the Tyra Redevelopment project) and APAC (primarily on the project for the Pan Malaysia field development) NCSA —Our segment results in 2019 were negatively impacted by net unfavorable changes in cost estimates aggregating approximately $689 million. The net unfavorable changes were due to cost increases on: • the Cameron LNG project – $180 million; • the Freeport LNG project, as a whole – $138 million; • Power projects, including the Asheville project - $144 million; • Downstream petrochemical projects – $44 million; • the Calpine project - $28 million; • the Abkatun-A2, Line 1 and Line 10 and Xanab projects for Pemex – $46 million; • the Rota 3 pipeline project – $78 million; and • various other projects. See Note 5, Revenue Recognition, for further discussion of our Freeport LNG project, as a whole, and the Asheville power plant, Rota 3 pipeline and Pemex Line 1 and Line 10 projects. 2018 Segment operating income in 2018 was impacted by net favorable changes in estimates totaling approximately $29 million, primarily in our MENA and APAC segments, partially offset by our NCSA segment. NCSA —Our segment results for the year ended December 31, 2018 were negatively impacted by net unfavorable changes in estimates aggregating approximately $190 million, primarily due to cost increases on our Cameron LNG and Calpine loss projects in the United States and the Abkatun-A2 platform project in Mexico (see Note 5, for discussion), partially offset by savings on various projects in the United States. MENA —Our segment results in 2018 were positively impacted by net favorable changes in estimates aggregating approximately $163 million, primarily due to productivity improvements and cost savings on marine, fabrication and other activities related to three of our projects in the Middle East. APAC —Our segment results in 2018 were positively impacted by net favorable changes in estimates aggregating approximately $56 million. The net favorable changes were due to reductions in costs to complete on offshore campaigns and several other active projects, primarily on two of our Australian projects, partially offset by cost increases and weather downtime on various projects . 2017 Segment operating income in 2017 was positively impacted by net favorable changes in estimates totaling approximately $165 million, primarily in our MENA (approximately $103 million) and APAC (approximately $62 million) segments. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | NOTE 7—CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the totals of such amounts shown in the Consolidated Statements of Cash Flows. 2019 2018 (In millions) Cash and cash equivalents $ 800 $ 520 Restricted cash and cash equivalents (1) 393 325 Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows $ 1,193 $ 845 (1) Debt |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 8—ACCOUNTS RECEIVABLE Accounts Receivable—Trade, Net ―Our trade receivable balances at December 31, 2019 and 2018 included the following: December 31, 2019 2018 (In millions) Contract receivables (1) $ 969 $ 794 Retainages (2) 148 155 Less allowances (30 ) (17 ) Accounts receivable — $ 1,087 $ 932 (1) (2) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Our goodwill balance is attributable to the excess of the purchase price over the fair value of net assets acquired in connection with the Combination. The changes in the carrying amount of goodwill by reporting units, which represent our reporting segments, for 2019 were as follows: NCSA EARC MENA Technology Total (In millions) Balance as of December 31, 2018 (1) $ 1,041 $ 421 $ 46 $ 1,146 $ 2,654 Adjustments to finalize purchase accounting estimates (2) 160 - 4 4 168 Allocation to APP disposition (90 ) - - - (90 ) Currency translation adjustments - (5 ) - (11 ) (16 ) Goodwill impairment (1,111 ) (319 ) - - (1,430 ) Balance as of December 31, 2019 $ - $ 97 $ 50 $ 1,139 $ 1,286 (1) As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. (2) Our purchase accounting allocation was finalized in the second quarter of 2019. See Note 3, Business Combination, Impairment Assessment — During the third quarter of 2019, we experienced significant and sustained deterioration in our enterprise market capitalization due to a decline in the trading price of our common stock. In addition, during the third quarter of 2019, we recognized incremental unfavorable changes in cost estimates to complete the Cameron and F reeport LNG projects (see Note 5 , Revenue Recognition , and Note 6 , Project Changes in Estimates , for discussion), which resulted in a deterioration in our future cash flow expectations and an increase in our associated risk assumptions. As a result of these triggering events and circumstances, we determined that it was more likely than not that the fair values of our reporting units were below their respective carrying values. Accordingly, we performed an interim quantitative impairment assessment as of August 31, 2019 on our NCSA, EARC, MENA and Technology reporting units. To determine the fair value of our reporting units and test for impairment, we utilized an income approach (discounted cash flow method), as we believed this was the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. 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 as well as market participant assumptions in our discounted cash flow analysis and determination of fair value. The discounted cash flow methodology is based, to a large extent, on assumptions about future events, which may or may not occur as anticipated, and such deviations could have a significant impact on the calculated estimated fair values of our reporting units. These assumptions included the use of significant unobservable inputs, representative of a Level 3 fair value measurement, and included, The discounted cash flow analysis for each of our reporting units included forecasted cash flows over a five-year forecast period (2020 through 2024), with our updated 2019 management budget used as the basis for our projections. These forecasted cash flows took into consideration historical and recent results, the reporting unit’s backlog and near-term prospects and management’s outlook for the future. A terminal value was also calculated using a terminal value growth assumption to derive the annual cash flows after the discrete forecast period. A reporting unit specific discount rate was applied to the forecasted cash flows and terminal cash flows to determine the discounted future cash flows, or fair value, of each reporting unit. Our assessment took into consideration the incremental changes in project estimates discussed above and reflected the increased market risk surrounding the award and execution of future projects. We also adjusted our cost of capital assumptions to be in-line with recent market indicators for our company and industry. Based on our quantitative assessments, goodwill for our NCSA reporting unit was fully impaired, and goodwill for our EARC reporting unit was partially impaired. We determined the goodwill associated with our MENA and Technology reporting units was not impaired, as the fair value of each such reporting unit exceeded its net book value by more than 96% and 28%, respectively. The impairment did not have a net tax benefit. The impairment primarily resulted from updates to the 2019 management budget and increases in our discount rate assumptions driven by increases in our cost of capital and risk premium assumptions associated with forecasted cash flows. Key assumptions used in deriving the reporting units’ fair values in our interim quantitative impairment assessment Discount rate Compound annual growth rate Terminal growth rate NCSA 33.0 % 29 % 2 % EARC 33.5 % 46 % 2 % MENA 34.0 % 17 % 2 % Technology 15.0 % 8 % 2 % During the fourth quarter of 2019, we identified indicators of impairment related to the goodwill allocated to our EARC reporting unit, primarily driven by further deterioration in the actual financial performance during 2019, reduced attributable cash flows reflected in our 2020 management budget and an increase in our discount rate assumption from 33.5% to 35.5%. To determine the fair value of EARC as of December 31, 2019 and test for impairment, we utilized an income approach (discounted cash flow method), discussed above. The discounted cash flow analysis for EARC included forecasted cash flows over a five-year forecast period (2020 through 2024), with our updated 2020 management budget used as the basis for our projections. These forecasted cash flows took into consideration historical and recent results, EARC backlog and near-term prospects and management’s outlook for the future. A terminal value was also calculated using a terminal value growth assumption to derive the annual cash flows after the discrete forecast period. A reporting unit specific discount rate (35.5%) was applied to the forecasted cash flows and terminal cash flows to determine the discounted future cash flows, or fair value. Based on our quantitative assessment, goodwill associated with our EARC reporting unit was further impaired by $59 million in the fourth quarter of 2019, and the remaining EARC goodwill balance was $97 million as of December 31, 2019. Project-Related and Other Intangibles During the third quarter of 2019, we determined there were indicators of impairment related to our trade names intangible asset, resulting from incremental unfavorable changes in estimates to complete certain key projects, including the Cameron and Freeport LNG projects (see Note 5, Revenue Recognition and Note 6, Project Changes in Estimates, for discussion). This determination resulted in a decrease in our future attributable cash flow expectations In light of the impairment indicators, we also performed a review of the useful life estimate of the trade names intangible asset allocated to our NCSA reporting unit. Our assessment of the useful life took into consideration the estimated future attributable cash flows from the trade names asset based on an evaluation of associated backlog, key loss projects that remain incomplete, expected future awards and opportunities and the forecast financial performance of the NCSA reporting unit. Using our updated estimate, which reflects lower attributable cash flow benefits from the trade names intangible asset, w e determined the remaining useful life of the trade names associated with our NCSA reporting unit (other than the storage tanks business) to be 1.8 years, compared to our previous estimate of 8.7 years. Using our revised remaining useful life, a test of recoverability was performed as of August 31, 2019, indicating that the trade names intangible asset, within other intangible assets, had an undiscounted value below carrying value. As a result, we determined the fair value of the trade names intangible asset, resulting in an impairment of $140 million. Key inputs leading to the impairment included the shortened remaining useful life of the asset, updated estimated attributable cash flows based on revenue obsolescence assumptions and reductions in management’s budget. The fair value of the impaired intangible asset was determined using an income approach and was estimated based on the present value of projected future cash flows attributable to the asset. These estimates were based on unobservable inputs requiring significant judgement and were representative of a Level 3 fair value measurement. Subsequent to the August 2019 impairment test, during the fourth quarter of 2019, we identified further triggers indicating impairment of the NCSA trade names intangible asset and the EARC process technologies intangible asset, primarily driven by a deterioration in attributable cash flows as reflected in our 2020 management budget. We utilized an income approach to estimate the updated fair values of the NCSA trade names and EARC process technologies intangible assets as of December 31, 2019, resulting in impairments of $17 million and $2 million, respectively. Following the impact of the 2019 impairment charges and reductions to the carrying value, the impact of this change in the useful life for the NCSA trade names intangible asset was not material to the operating results in 2019 and is expected to result in lower amortization expense in 2020 and 2021 by approximately $15 million and $21 million, respectively. Our other intangible assets at December 31, 2019 and 2018, including the December 31, 2019 weighted-average useful lives, were as follows: December 31, 2019 December 31, 2018 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In years) (In millions) Process technologies 27 $ 509 $ (36 ) $ 473 $ 514 $ (14 ) $ 500 Trade names 13 212 (31 ) 181 401 (23 ) 378 Customer relationships 10 123 (47 ) 76 129 (23 ) 106 Trademarks 10 26 (5 ) 21 27 (2 ) 25 Total (1) 21 $ 870 $ (119 ) $ 751 $ 1,071 $ (62 ) $ 1,009 (1) The decrease in other intangible assets during 2019 primarily related to an impairment charge of $159 million, amortization expense of $87 million, intangible assets allocated to the disposition of APP and the impact of foreign currency translation, partially offset by an increase of approximately $6 million due to the acquisition of the assets of Siluria, discussed in Note 4, Acquisition and Disposition Transactions Our project-related intangibles at December 31, 2019 and 2018, including the December 31, 2019 weighted-average useful lives, were as follows: December 31, 2019 December 31, 2018 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In years) (In millions) Project-related intangible assets 4 $ 246 $ (198 ) $ 48 $ 259 $ (122 ) $ 137 Project-related intangible liabilities 2 (109 ) 99 (10 ) (109 ) 43 (66 ) Total (1) $ 137 $ (99 ) $ 38 $ 150 $ (79 ) $ 71 (1) The decrease in project-related intangible assets during 2019 primarily related to net amortization expense of $34 million, impairment of $3 million and the impact of foreign currency translation. Net a |
JOINT VENTURE AND CONSORTIUM AR
JOINT VENTURE AND CONSORTIUM ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
JOINT VENTURE AND CONSORTIUM ARRANGEMENTS | NOTE 10 – JOINT VENTURE AND CONSORTIUM ARRANGEMENTS As discussed in Note 2, Basis of Presentation and Significant Accounting Policies Proportionately Consolidated Consortiums —The following is a summary description of our significant consortiums that have been deemed to be VIEs where we are not the primary beneficiary and are accounted for using proportionate consolidation: • McDermott/Zachry Industrial Inc. (“Zachry”) — We have a 50%/50% consortium with Zachry to perform engineering, procurement and construction (“EPC”) work for two LNG liquefaction trains in Freeport, Texas. In addition, we have subcontract and risk sharing arrangements with a unit of Chiyoda Corporation (“Chiyoda”) to support our responsibilities to the venture. The costs of these arrangements are recorded in Cost of operations • McDermott/Zachry/Chiyoda —We have a consortium with Zachry and Chiyoda (MDR—33.3% / Zachry—33.3% / Chiyoda—33.3%) to perform EPC work for an additional LNG liquefaction train at the project site in Freeport, Texas. • McDermott/Chiyoda —We have a 50%/50% consortium with Chiyoda to perform EPC work for three LNG liquefaction trains in Hackberry, Louisiana. • McDermott/CTCI —We have a 42.5%/57.5% consortium with a unit of CTCI Corporation (“CTCI”) to perform EPC work for a mono-ethylene glycol facility in Gregory, Texas. • CCS JV s.c.a.r.l.— We have a joint venture with Saipem and Chiyoda (MDR—24.983% / Saipem— 74.949% / Chiyoda— 0.068%) for the turnkey construction of two natural gas liquefaction trains and the relevant supporting structures in the Republic of Mozambique. The following table presents summarized balance sheet information for our share of our proportionately consolidated consortiums: December 31, 2019 December 31, 2018 (In millions) Current assets (1) $ 529 $ 299 Non-current assets 6 10 Total assets $ 535 $ 309 Current liabilities $ 671 $ 992 ( 1 ) — , As of December 31, 2019 and 2018, Accrued liabilities on the Balance Sheets included $29 million and $53 million, respectively, related to advances from these consortiums. Collaborative Arrangement — The following is a summary description of our significant consortium that has been deemed a collaborative arrangement, in which we are not the primary beneficiary and we record our share of the consortium’s revenues, costs and profits: • McDermott/Zachry/Chiyoda —We have a consortium with Zachry and Chiyoda to perform EPC work for a natural gas liquefaction facility in Sabine Pass, Texas. The collaborative arrangement includes an underlying primary consortium with all three parties sharing equal interests. This primary consortium has subcontract relationships with a separate consortium between Zachry and McDermott, with equal interests and separate scopes of work to be executed by each consortium party. The following table presents summarized balance sheet information for our share of that proportionately consolidated collaborative arrangement: December 31, 2019 (In millions) Current assets $ 180 Non-current assets - Total assets $ 180 Current liabilities $ 175 Equity Method Joint Ventures —The following is a summary description of our significant joint ventures accounted for using the equity method: • Chevron Lummus Global, L.L.C. (“CLG”) —We have a 50%/50% joint venture with a unit of Chevron Corporation which provides proprietary process technology licenses and associated engineering services and catalysts, primarily for the refining industry. As sufficient capital investments in CLG have been made by the joint venture participants, it does not qualify as a VIE. • NET Power, LLC (“NET Power”) —We have a joint venture with a unit of Exelon Corporation (“Exelon”), 8 Rivers Capital and Oxy Low Carbon Ventures LLC, a subsidiary of Occidental Petroleum Corporation (“Oxy”), (MDR—32.5% / Exelon—32.5% / 8 Rivers Capital—29.6% / Oxy— 5.4%) 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 joint venture participants and other parties. On November 8, 2018, NET Power signed an investment agreement for Oxy to purchase 10% of the company for $60 million over a three-year period. On March 8, 2019 and September 30, 2019, Oxy paid $20 million and $11 million, respectively, and received a 5.4% interest in NET Power. We have determined the joint venture to be a VIE; however, we are not the primary beneficiary and therefore do not consolidate it. • McDermott/CTCI —We have a 50%/50% joint venture with CTCI to perform EPC work for a liquids ethylene cracker and associated units at Sohar, Oman. We have determined the joint venture to be a VIE; however, we are not the primary beneficiary and therefore do not consolidate it. Our joint venture arrangement allows for excess working capital of the joint venture to be advanced to the joint venture participants. Such advances are returned to the joint venture for working capital needs as necessary. As of December 31, 2019 and 2018, Accrued liabilities on our Balance Sheet included $95 million related to advances from this joint venture. • io Oil and Gas —We co-own several 50%/50% joint venture entities with Baker Hughes, a GE company. These joint venture entities focus on the pre-FEED phases of projects in offshore markets, bring comprehensive field development expertise and provide technically advanced solutions in new full field development concept selection and evaluation. • Qingdao McDermott Wuchuan Offshore Engineering Company Ltd .—We have a 50%/50% joint venture with Wuhan Wuchuan Investment Holding Co., Ltd., a leading shipbuilder in China. This joint venture provides project management, procurement, engineering, fabrication, construction and pre-commissioning of onshore and offshore oil and gas structures, including onshore modules, topsides, floating production storage, off-loading modules, subsea structures and manifolds. Amortization expense associated with fair value adjustments recorded to Investments in unconsolidated affiliates in conjunction with the Combination was $11 million and $12 million for the years ended December 31, 2019 and 2018, respectively. Dividends received from our equity method joint ventures were approximately $22 million and $4 million in 2019 and 2018, respectively. There were no dividends received in 2017. Consolidated Joint Ventures— The following is a summary description of our significant joint ventures we consolidate due to their designations as VIEs for which we are the primary beneficiary: • McDermott/Orano — We have a joint venture with Orano, of which we own 70% and Orano owns 30%, relating to a mixed oxide fuel fabrication facility in Aiken, South Carolina. In addition, we have a profit sharing agreement to transfer to Orano 18% of the profits attributable to us. The project was substantially complete as of December 31, 2019. In the fourth quarter of 2019, we made a $25 million disbursement to Orano in partial settlement of its non-controlling interest. • McDermott/Kentz— We have a venture with Kentz Engineers & Constructors, a unit of SNC-Lavalin Group “Kentz” (McDermott—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. The project is substantially complete. The joint venture remains in operation to complete various post-project activities. The following table presents summarized balance sheet information for our consolidated joint ventures, including other consolidated joint ventures that are not individually material to our financial results: December 31, 2019 December 31, 2018 (In millions) Current assets $ 39 $ 102 Non-current assets 16 15 Total assets $ 55 $ 117 Current liabilities $ 120 $ 138 Other — The use of joint ventures and consortiums exposes us to a number of risks, including the risk that the third-party joint venture or consortium participants may be unable or unwilling to provide their share of capital investment to fund the operations of the joint venture or consortium or complete their obligations to us, the joint venture or consortium, or ultimately, our customer. Differences in opinions or views among joint venture or consortium participants could also result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of a joint venture or consortium. In addition, agreement terms may subject us to joint and several liability for the third-party participants in our joint ventures or consortiums, and the failure of any of those third parties to perform their obligations could impose additional performance and financial obligations on us. These factors could result in unanticipated costs to complete the projects, liquidated damages or contract disputes. |
SUPPLEMENTAL BALANCE SHEET DETA
SUPPLEMENTAL BALANCE SHEET DETAIL | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
SUPPLEMENTAL BALANCE SHEET DETAIL | NOTE 11—SUPPLEMENTAL BALANCE SHEET DETAIL The components of property, plant and equipment, other current assets, and other current and non-current liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 (In millions) Property, plant and equipment Marine vessels $ 1,723 $ 1,686 Construction and other equipment 643 704 Buildings 296 292 Company equipment under construction 204 99 Assets under finance lease 59 75 Land 39 41 Other 282 185 Total property, plant and equipment 3,246 3,082 Accumulated depreciation (1) (1,117 ) (1,015 ) Property, plant and equipment, net $ 2,129 $ 2,067 Accrued liabilities Accrued contract costs $ 767 $ 796 Advances from equity method and proportionally consolidated joint ventures and consortiums (2) 124 148 Income taxes payable 70 69 Accrued interest payable 126 32 Other accrued liabilities (3) 571 519 Accrued liabilities $ 1,658 $ 1,564 Other non-current liabilities Pension, post-retirement medical and other employee benefit obligations $ 338 $ 324 Self-insurance reserve 76 80 Income tax reserves 84 86 Other (4) 285 174 Other non-current liabilities $ 783 $ 664 (1) Our depreciation expense was approximately $128 million, $115 million and $93 million in 2019, 2018 and 2017, respectively. For a discussion relating to impairments of marine-vessel-related property, plant and equipment, see Note 16, Fair Value Measurements ( 2 ) Joint Venture and Consortium Arrangements ( 3 ) (4) Includes $129 million in 2019 and $17 million in 2018 associated with accrued liabilities incurred in connection with the Amazon Modification Agreements, as defined in Note 14, Lease Obligations . Interest Capitalization —We incurred interest of $749 million, $270 million and $67 million and capitalized $7 million, $4 million and $2 million of interest in 2019, 2018 and 2017, respectively. The capitalized interest primarily related to information technology projects and vessels under construction. |
RESTRUCTURING AND INTEGRATION C
RESTRUCTURING AND INTEGRATION COSTS AND TRANSACTION COSTS | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION COSTS AND TRANSACTIONS COSTS | NOTE 12—RESTRUCTURING AND INTEGRATION COSTS AND TRANSACTION COSTS 2019 — Transaction costs were $57 million and primarily related to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. Our accrued liability associated with transaction costs was approximately $6 million as of December 31, 2019. 2018 — Transaction costs were $48 million and related to professional service fees (including audit, legal and advisory services) associated with the Combination 2017 — Restructuring and integration costs and transaction costs are recorded within our Corporate operating results. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 13—DEBT The carrying values of our long-term debt obligations are as follows: December 31, 2019 2018 (In millions) Current Revolving credit facility $ 801 $ - New Term Facility $ 746 $ - Term Facility 2,220 23 10.625% senior notes 1,300 - Structured equipment financing 32 - North Ocean 105 construction financing 8 8 Less: unamortized debt issuance costs - (1 ) Current debt, net of unamortized debt issuance costs 4,306 30 Long-term Term Facility $ - $ 2,243 10.625% senior notes - 1,300 North Ocean 105 construction financing - 16 Less: current maturities of long-term debt - (30 ) Less: unamortized debt issuance costs - (136 ) Long-term debt, net of unamortized debt issuance costs $ - $ 3,393 As a result of the debt and substantial doubt regarding our ability to continue as a going concern, we determined that the classification of all of our long-term debt obligations, including finance lease obligations, was current as of December 31, 2019. Accordingly, those obligations have been recorded within Current Liabilities on the Balance Sheet. Superpriority Credit Agreement On October 21, 2019, McDermott, as a guarantor, , as co-borrowers (collectively, the “Borrowers”) The Superpriority Credit Agreement provides for borrowings and letters of credit in an aggregate principal amount of $1.7 billion, consisting of (1) a $1.3 billion term loan facility (the “New Term Facility”) and (2) a $400 million letter of credit facility (the “New LC Facility”). Proceeds of the loans under the New Term Facility are to be used for general corporate purposes and to pay fees and expenses in connection with the Superpriority Credit Agreement and related transactions. Upon the closing of the Superpriority Credit Agreement, we were provided access to $650 million of capital, comprised of $550 million under the New Term Facility, before reduction for related fees and expenses, and $100 million under the New LC Facility (“Tranche A”). On December 1, 2019, we entered into Amendment No. 1 to the Superpriority Credit Agreement (the “Superpriority Amendment”), which amended the Superpriority Credit Agreement to, among other things: (1) waive certain conditions precedent to the Tranche B funding to facilitate such funding; (2) provide for the acknowledgement and consent by the lenders under the Superpriority Credit Agreement of our compliance with required business plan milestones; and (3) modify the cross-default provisions contained in the Superpriority Credit Agreement related to the failure to pay interest on the Senior Notes . Upon signing of the Superpriority Amendment and in connection with the funding of Tranche B under the Superpriority Credit Agreement, we were provided with access to $350 million of capital, comprised of $250 million under the New Term Facility and $100 million under the New LC Facility (“Tranche B”). Certain features within the Superpriority Credit Agreement were identified as embedded derivatives and, therefore, bifurcated. The fair value of the embedded derivatives, which was determined using a discounted cash flow approach, was $60 million as of October 21, 2019. The embedded derivatives were recognized as a reduction to the debt outstanding under the Superpriority Credit Agreement and recorded in accrued liabilities. The fair value of the embedded derivatives, re-measured as of December 31, 2019, was $28 million. Changes in fair value have been recorded in interest expense, net. The inputs to the fair value measurement of the embedded derivatives are unobservable and reflect our estimates of forward yield, using a risk-free rate and a USD Energy CCC yield curve and thus represent a level 3 input. As of December 31, 2019, we had $800 million in borrowings outstanding under the New Term facility, prior to bifurcation of $60 million of embedded derivatives discussed above, and there were $200 million of letters of credit issued (or deemed issued) under the New LC Facility. On January 9, 2020, we entered into Amendment No. 2 to the Superpriority Agreement (the “Superpriority Amendment No. 2”). The Superpriority Amendment No. 2: (1) amended The indebtedness and other obligations under the Superpriority Credit Agreement are unconditionally guaranteed by McDermott and substantially all of its direct and indirect wholly owned subsidiaries (the “Superpriority Guarantors”), other than several captive insurance subsidiaries and certain other designated or immaterial subsidiaries. The indebtedness and other obligations under the Superpriority Credit Agreement are secured by super-priority liens on substantially all of the Borrowers’, McDermott’s and the other Superpriority Guarantors’ assets. The New Term Facility and the New LC Facility will bear interest at the Borrowers’ option at either (1) the Eurodollar rate plus a margin of 10.00% per year, or (2) the base rate plus a margin of 9.00% per year. The weighted average interest rate for borrowings under the New Term Facility and the new LC facility was 11.99%, inclusive of the applicable margin during the year ended December 31, 2019. The Borrowers are charged a commitment fee of 1.50% per year on the daily amount of the unused portions of the commitments under the New LC Facility. Additionally, with respect to all letters of credit outstanding under the New LC Facility, the Borrowers are charged a fronting fee of 0.50% per year. The Borrowers are also required to pay issuance fees and other fees and expenses in connection with the issuance of letters of credit under the New LC Facility. We paid upfront fees, commitment fees, agent fees and other fees to certain lenders, arrangers and agents for the Superpriority Credit Agreement. The Superpriority Credit Agreement includes mandatory commitment reductions and prepayment requirements in connection with certain asset sales and casualty events. In addition, the Borrowers will be required to make an annual prepayment of loans under the New Term Facility and reduce commitments under the New LC Facility with 75% of “excess cash flow” (as defined in the Superpriority Credit Agreement). The Superpriority Credit Agreement otherwise only requires periodic interest payments until maturity. Certain mandatory prepayments and voluntary prepayments of loans under the New Term Facility must be accompanied by the payment of a premium of (x) during the first six months after the closing (other than with respect prepayments for certain asset sales), up to the greater of 3.0% of the aggregate principal amount of term loans being repaid and the sum of the present values of the term loans, being repaid, the accrued interest on such term loans and 3.0% of the principal amount of such term loans and (y) during the period after the first six months after the closing but prior to the end of the first 18 months (and with respect to prepayments for certain asset sales), 3.0% of the aggregate principal amount of term loans being repaid. The Borrowers may terminate in whole or reduce in part the unused portion of the New LC Facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements. The Superpriority Credit Agreement requires us to comply with the following financial covenants: • limitations on specified variances from receipts and disbursements set forth in our budget; • minimum Adjusted EBITDA (as defined in the Superpriority Credit Agreement), tested on a trailing four-quarters basis at the end of each fiscal quarter; • minimum liquidity of no less than $75 million at any time; and • maximum project charges to specified projects for the quarter ended December 31, 2019 not to exceed $260 million. The Superpriority Credit Agreement contains various affirmative covenants, including requirements that: • McDermott appoint a Chief Transformation Officer, to report to McDermott’s CEO and Board of Directors (the “Board”); • concurrently with the funding of Tranche B, McDermott issue equity, so that participating lenders receive equity in McDermott totaling up to an aggregate of 15% of McDermott’s issued and outstanding shares of common stock (on a pro rata basis relative to each lender’s commitment amount); and • in addition to customary periodic financial reporting obligations, McDermott deliver periodic cash flow forecasts and variance reports to the lenders under the Superpriority Credit Agreement. Superpriority Credit Agreement Covenants —The Superpriority Credit Agreement includes the following financial covenants: • (a) as of any Variance Testing Date (as defined in the Superpriority Credit Agreement) , we shall not allow (i) our aggregate cumulative actual total receipts for such variance testing period to be less than the projected amount therefor set forth in the most recently delivered Approved Budget (as defined in the Superpriority Credit Agreement) by more than 20%, (ii) the aggregate cumulative actual total disbursements (A) for the variance testing period to exceed the projected amount therefor set forth in the most recently delivered Approved Budget by more than 20% and (B) for each week within such variance testing period, to exceed the projected amount therefor set forth in the most recently delivered Approved Budget by more than 20%, with respect to each of the first week and on a cumulative basis for the two-week period ending with the second week of such variance testing, in each case of such variance testing period and (b) at any time, our liquidity shall not be less than $100 million . • beginning with the fiscal quarter ended December 31, 2019, our adjusted EBITDA (as defined in the Superpriority Credit Agreement) for the most recently ended four fiscal quarter period for which consolidated financial statements have been delivered pursuant to the Superpriority Credit Agreement shall not be less than the minimum amount set forth below as set forth opposite such ended fiscal quarter: Test Period End Date Adjusted EBITDA (In millions) December 31, 2019 $ 430 March 31, 2020 470 June 30, 2020 530 September 30, 2020 880 December 31, 2020 960 March 31, 2021 1,090 June 30, 2021 1,210 • The minimum liquidity (as defined in the Superpriority Credit Agreement, but generally meaning the sum of McDermott’s unrestricted cash and cash equivalents plus unused commitments under the Superpriority Credit Agreement available for revolving borrowings) shall be $75 million. In addition, the Superpriority Credit Agreement contains various covenants that, among other restrictions, limit our ability to: • incur or assume indebtedness; • grant or assume liens; • make acquisitions or engage in mergers; • sell, transfer, assign or convey assets; • make investments; • repurchase equity and make dividends and certain other restricted payments; • change the nature of our business; • engage in transactions with affiliates; • enter into burdensome agreements; • modify our organizational documents; • enter into sale and leaseback transactions; • make capital expenditures; • enter into speculative hedging contracts; and • make prepayments on certain junior debt. The Superpriority Credit Agreement contains events of default that we believe are customary for a senior secured credit facility. If an event of default relating to a bankruptcy or other insolvency event occurs, all obligations under the Superpriority Credit Agreement will immediately become due and payable. If any other event of default exists under the Superpriority Credit Agreement, the lenders may accelerate the maturity of the obligations outstanding under the Superpriority Credit Agreement and exercise other rights and remedies. In addition, if any event of default exists under the Superpriority Credit Agreement, the lenders may commence foreclosure or other actions against the collateral. Credit Agreement On May 10, 2018, we entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and letter of credit issuers, Barclays Bank PLC, as administrative agent for a term facility under the Credit Agreement, and Crédit Agricole Corporate and Investment Bank, as administrative agent for the other facilities under the Credit Agreement. The Credit Agreement provides for borrowings and letters of credit in the aggregate principal amount of $4.7 billion, consisting of the following: • a $2.26 billion senior secured, seven-year • a $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”); and • a $1.44 billion senior secured letter of credit facility (the “LC Facility”), which includes a $50 million increase pursuant to an Increase and Joinder Agreement we entered into with Morgan Stanley Senior Funding, Inc. as of May 24, 2019. The Credit Agreement provides that: • Term Facility Letters of Credit can be issued in an amount up to the amount on deposit in the LC Account ($319.7 million at December 31, 2019), less an amount equal to approximately 3% of such amount on deposit (to be held as a reserve for related letter of credit fees), not to exceed $310 million; • subject to compliance with the financial covenants in the Credit Agreement, the full amount of the Revolving Credit Facility is available for revolving loans; • subject to our utilization in full of our capacity to issue Term Facility Letters of Credit, the full amount of the Revolving Credit Facility is available for the issuance of performance letters of credit and up to $200 million of the Revolving Credit Facility is available for the issuance of financial letters of credit; and • the full unused amount of the LC Facility is available for the issuance of performance letters of credit. Borrowings are available under the Revolving Credit Facility for working capital and other general corporate purposes. Certain existing letters of credit outstanding under our previously existing Amended and Restated Credit Agreement, dated as of June 30, 2017 (the “Prior Credit Agreement”), and certain existing letters of credit outstanding under CB&I’s previously existing credit facilities have been deemed issued under the Credit Agreement, and letters of credit were issued under the Credit Agreement to backstop certain other existing letters of credit issued for the account of McDermott, CB&I and their respective subsidiaries and affiliates. The Credit Agreement includes mandatory commitment reductions and prepayments in connection with, among other things, certain asset sales and casualty events. In addition, we are required to make annual prepayments of term loans under the Term Facility and cash collateralize letters of credit issued under the Revolving Credit Facility and the LC Facility with 75% of excess cash flow (as defined in the Credit Agreement). On October 21, 2019, we entered into Consent and Amendment No. 1 to the Credit Agreement (the “Credit Agreement Amendment”). On December 1, 2019, we entered into Amendment No. 2 to the Credit Agreement (the “Credit Agreement Amendment No. 2”). The Credit Agreement No. 2 amended On January 9, 2020, we entered into Amendment No. 3 to the Credit Agreement (the “Credit Agreement Amendment No. 3”). The Credit Agreement Amendment No. 3: (1) amended Term Facility —As of December 31, 2019, we had $2.2 billion of borrowings outstanding under the Term Facility. Proceeds from our borrowing under the Term Facility were used, together with proceeds from the issuance of the Senior Notes and cash on hand, (1) to consummate the Combination in 2018, including the repayment of certain existing indebtedness of CB&I and its subsidiaries, (2) to redeem $500 million aggregate principal amount of our 8.000% second-lien notes, (3) to prepay existing indebtedness under, and to terminate in full, the Prior Credit Agreement, and (4) to pay fees and expenses in connection with the Combination, the Credit Agreement and the issuance of the Senior Notes. Principal under the Term Facility is payable quarterly and interest is assessed at either (1) the Eurodollar rate plus a margin of 5.00% per year or (2) the base rate (the highest of the Federal Funds rate plus 0.50%, the Eurodollar rate plus 1.0%, or the administrative agent’s prime rate) plus a margin of 4.00%, subject to a 1.0% floor with respect to the Eurodollar rate and is payable periodically dependent upon the interest rate in effect during the period. On May 8, 2018, we entered into a U.S. dollar interest rate swap arrangement to mitigate exposure associated with cash flow variability on $1.94 billion of the $2.26 billion Term Facility. However, due to circumstances described in Note 2, Basis of Presentations and Significant Accounting Policies The future scheduled maturities of the Term Facility are: (In millions) 2020 $ 23 2021 23 2022 23 2023 23 2024 23 Thereafter 2,105 $ 2,220 Additionally, as of December 31, 2019, there were approximately $305 million of Term Facility letters of credit issued (including $49 million of financial letters of credit) under the Credit Agreement, leaving approximately $5 million of available capacity under the Term Facility. Revolving Credit Facility and LC Facility —We have a $1.0 billion Revolving Credit Facility which is scheduled to expire in May 2023. As of December 31, 2019, we had approximately $801 million in borrowings and $194 million of letters of credit outstanding (including $49 million of financial letters of credit) under the Revolving Credit Facility, leaving $5 million of available capacity under this facility. During 2019, the maximum outstanding borrowing under the Revolving Credit Facility was $801 million. We also have a $1.440 billion LC Facility that is scheduled to expire in May 2023. As of December 31, 2019, we had approximately $1.252 billion of letters of credit outstanding, leaving $188 million of available capacity under the LC Facility. Under the Revolving Credit Facility, interest will be assessed at either the base rate plus a floating margin ranging from 2.75% to 3.25% (3.25% at December 31, 2019) or the Eurodollar rate plus a floating margin ranging from 3.75% to 4.25% (4.25% at December 31, 2019), in each case depending on our leverage ratio (calculated quarterly). We are charged a commitment fee of 0.50% per year on the daily amount of the unused portions of the commitments under the Revolving Credit Facility and the LC Facility. Additionally, with respect to all letters of credit outstanding under the Credit Agreement, we are charged a fronting fee of 0.25% per year and, with respect to all letters of credit outstanding under the Revolving Credit Facility and the LC Facility and issued prior to the Credit Agreement Amendment, we are charged a participation fee of (i) between 3.75% to 4.25% (4.25% at December 31, 2019) per year in respect of financial letters of credit and (ii) between 1.875% to 2.125% (2.125% at December 31, 2019) per year in respect of performance letters of credit, in each case depending on our leverage ratio (calculated quarterly). After the Credit Agreement Amendment, we are now charged a 5% participation fee on any outstanding letter of credit for any newly issued letter of credit and with respect to any increase in the amount of any existing letter of credit. We are also required to pay customary issuance fees and other fees and expenses in connection with the issuance of letters of credit under the Credit Agreement. Credit Agreement Covenants —The Credit Agreement, as amended by the Credit Agreement Amendment, includes the following financial covenants that are tested on a quarterly basis: • the minimum permitted fixed charge coverage ratio (as defined in the Credit Agreement) is (i) 0.70:1.00 for the fiscal quarters ending December 31, 2019 through June 30, 2020; (ii) 1.10:1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020; (iii) 1.20:1.00 for the fiscal quarter ending March 31, 2021; (iv) 1.40:1.00 for the fiscal quarter ending June 30, 2021; (v) 1.30:1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021; and (vi) 1.50:1.00 for each fiscal quarter ending after December 31, 2021. • the maximum permitted leverage ratio is (i) 11.70:1.00 for the fiscal quarter ended December 31, 2019; (ii) 11.60:1.00 for each fiscal quarter ending March 31, 2020; (iii) 10.30:1.00 for the fiscal quarter ending June 30, 2020; (iv) 6.50:1.00 for the fiscal quarter ending September 30, 2020; (v) 6.00:1.00 for the fiscal quarter ending December 31, 2020; (vi) 5.30:1.00 for the fiscal quarter ending March 31, 2021; (vii) 4.80:1.00 for the fiscal quarter ending June 30, 2021; (viii) 4.70:1.00 for the fiscal quarter ending September 30, 2021; (ix) 4.80:1.00 for the fiscal quarter ending December 31, 2021; and (x) 3.25:1.00 for each fiscal quarter ending after December 31, 2021. • the minimum liquidity (as defined in the Credit Agreement, but generally meaning the sum of McDermott’s unrestricted cash and cash equivalents plus unused commitments under the Credit Agreement available for revolving borrowings) is $200 million. In addition, the Credit Agreement contains various covenants that, among other restrictions, limit our ability to: • incur or assume indebtedness; • grant or assume liens; • make acquisitions or engage in mergers; • sell, transfer, assign or convey assets; • make investments; • repurchase equity and make dividends and certain other restricted payments; • change the nature of our business; • engage in transactions with affiliates; • enter into burdensome agreements; • modify our organizational documents; • enter into sale and leaseback transactions; • make capital expenditures; • enter into speculative hedging contracts; and • make prepayments on certain junior debt. The Credit Agreement contains events of default that we believe are customary for a secured credit facility. If an event of default relating to bankruptcy or other insolvency event occurs, all obligations under the Credit Agreement will immediately become due and payable. If any other event of default exists under the Credit Agreement, the lenders may accelerate the maturity of the obligations outstanding under the Credit Agreement and exercise other rights and remedies. In addition, if any event of default exists under the Credit Agreement, the lenders may commence foreclosure or other actions against the collateral. Letter of Credit Agreement On October 30, 2018, we, as a guarantor, entered into a Letter of Credit Agreement (the “Letter of ” On October 21, 2019, we entered into Consent and Amendment No. 1 to the Letter of Credit Agreement (the “LC Agreement Amendment”). The LC Agreement Amendment amends, among other things, the compliance levels for McDermott’s leverage ratio and fixed charge coverage ratio for each fiscal quarter through December 31, 2021. The LC Agreement Amendment also modifies (i) the event of default provisions and (ii) covenant provisions in the same manner as provided in the Credit Agreement Amendment. The LC Agreement Amendment also modifies the participation fee we are charged for newly issued letters of credit or with respect to any increase in the amount of any existing letter of credit to 5%. On December 1, 2019, we entered into Amendment No. 2 to the Letter of Credit Agreement (the “Letter of Credit Agreement Amendment No. 2”). The Letter of Credit Agreement No. 2 amended On January 9, 2020, we entered into Amendment No. 3 to the Letter of Credit Agreement (the “Letter of Credit Agreement Amendment No. 3”). The Letter of Credit Agreement Amendment No. 3: (1) amended Senior Notes On April 18, 2018, we issued $1.3 billion in aggregate principal of Senior Notes, pursuant to an indenture we entered into with Wells Fargo Bank, National Association, as trustee (the “Senior Notes Indenture”). Interest on the Senior Notes is payable semi-annually in arrears, and the Senior Notes are scheduled to mature in May 2024. However, at any time or from time to time on or after May 1, 2021, we may redeem the Senior Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Senior Notes to be redeemed) set forth below, together with accrued and unpaid interest to (but excluding) the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on May 1 of the years indicated: Year Optional redemption price 2021 105.313 % 2022 102.656 % 2023 and thereafter 100.000 % In addition, prior to May 1, 2021, we may redeem up to 35.0% of the aggregate principal amount of the outstanding Senior Notes, in an amount not greater than the net cash proceeds of one or more qualified equity offerings (as defined in the Senior Notes Indenture) at a redemption price equal to 110.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to (but excluding) the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), subject to certain limitations and other requirements. The Senior Notes may also be redeemed, in whole or in part, at any time prior to May 1, 2021 at our option, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the applicable premium (as defined in the Senior Notes Indenture) as of, and accrued and unpaid interest to (but excluding) the applicable redemption date (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date). On November 1, 2019, a scheduled interest payment of approximately $69 million was due on the Senior Notes. On November 1, 2019, we did not pay the scheduled interest payment and entered into a 30-day grace period to defer the interest payment in accordance with the Senior Notes Indenture. If we do not make the interest payment within the 30-day grace period, an event of default will have occurred pursuant to the terms of the Senior Notes Indenture. Upon an event of default, the trustee of the Senior Notes or the holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding may declare the principal of and accrued interest on the Senior Notes to be immediately due and payable. On December 1, 2019, we entered into a Forbearance Agreement (the “Forbearance Agreement”) with an ad hoc group (the “Ad Hoc Senior Notes Covenants —The Senior Notes Indenture contains covenants that, among other things, limit our ability to: (1) incur or guarantee additional indebtedness or issue preferred stock; (2) make investments or certain other restricted payments; (3) pay dividends or distributions on our capital stock or purchase or redeem our subordinated indebtedness; (4) sell assets; (5) create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; (6) create certain liens; (7) sell all or substantially all of our assets or merge or consolidate with or into other companies; (8) enter into transactions with affiliates; and (9) create unrestricted subsidiaries. Those covenants are subject to various exceptions and limitations. Other Financing Arrangements North Ocean (“NO”) Financing ―On September 30, 2010, McDermott International, Inc., as guarantor, and NO 105 AS, in which we then had a 75% ownership interest, as borrower, entered into a financing agreement to pay a portion of the construction costs of the NO 105. Borrowings under the agreement are secured by, among other things, a pledge of all of the equity of NO 105 AS, a mortgage on the NO 105 , and a lien on substantially all of the other assets of NO 105 AS. The financing agreement requires principal repayment in 17 consecutive semiannual installments of approximately $4 million, which commenced on October 1, 2012. As of December 31, 2019, the outstanding borrowing under this facility was approximately $8 million and is scheduled to mature in 2020. Receivables Factoring ―During 2019, we sold, without recourse, approximately $65 million of receivables under an uncommitted receivables purchase agreement in Mexico at a discount rate of applicable LIBOR plus a margin of 1.40%-2.00% and Interbank Equilibrium Interest Rate in Mexico plus a margin of 1.40% - 1.70%. We recorded approximately $2 million of factoring costs in other operating expense during 2019. Ten percent of the receivables sold are withheld and received on the due date of the original invoice. We have received cash, net of fees and amounts withheld, of approximately $57 million under these arrangements during 2019. Structured Equipment Financing ―In the second quarter of 2019, we entered into a $37 million uncommitted revolving re-invoicing facility for the settlement of certain equipment supplier invoices. As of December 31, 2019, we received approximately $32 million under this arrangement, with repayment obligations maturing in January 2020. Interest expense and origination fees associated with this facility were not material. Uncommitted Facilities —We are party to a number of short-term uncommitted bilateral credit facilities and surety bond arrangements (the “Uncommitted Facilities”) across several geographic regions, as follows: December 31, 2019 December 31, 2018 Uncommitted Line Capacity Utilized Uncommitted Line Capacity Utilized (In millions) Bank Guarantee and Bilateral Letter of Credit (1) $ 1,842 $ 1,293 $ 1,669 $ 1,060 Surety Bonds (2) 835 601 842 475 (3) (4) We also continue to maintain guarantees on behalf of CB&I’s former Capital Services Operations business and we are entitled to an indemnity from CSVC for the surety bonds and guarantees The financial institutions that provide the Uncommitted Facilities have no obligation to issue letters of credit or bank guarantees, or to post surety bonds, on our behalf, and they may be able to demand that we provide them with cash or other collateral to backstop these liabilities. Covenants Compliance As of December 31, 2019, we were not in compliance with certain covenants and other obligations under our financing arrangements, including (1) the minimum fixed charge coverage and maximum total leverage ratios covenants under the Credit Agreement and the Letter of Credit Agreement; (2) the adjusted EBITDA covenant under the Superpriority Credit Agreement; (3) our obligation to make interest payments as a result of the failure to make the $69 million interest payment ; (4) financial covenants under the North Ocean financing agreement; and (5) certain covenants under several of our The commencement of the Chapter 11 Cases constituted events of default that accelerated our obligations under these facilities. However, the ability of the lenders to exercise remedies was stayed upon commencement of the Chapter 11 Cases and continues to be stayed. Debtor-in-Possession Financing In connection with the RSA and the Chapter 11 Cases, certain Consenting Parties or their affiliates provided us with superpriority debtor-in-possession financing pursuant to the DIP Credit Agreement. The DIP Credit Agreement provides for, among other things, term loans and letters of credit in an aggregate principal amount of up to $2.81 billion, including: (1) $ 300 million made available at closing, (b) $ 243 million th at was made available upon entry of the Final DIP Order and (c) $ 200 million amount of term loans outstanding under Tranche A and Tranche B of the New LC Facility under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP LC Facility” and, together with the DIP Term Facility, the “DIP Facilities”) . The Final DIP Order was entered by the Bankruptcy Court on February 24, 2020 . We intend to use proceeds of the DIP Facilities to, among other things: (1) pay certain fees, interest, payments and expenses related to the Chapter 11 Cases; (2) pay adequate protection payments; (3) fund our working capital needs and expenditures during the Chapter 11 proceedings; (4) fund the Carve-Out (as defined below), which accounts for certain administrative, court and legal fees payable in connection with the Chapter 11 Cases; and (5) pay fees and expenses related to the transactions contemplated by the DIP Facilities. All loans outstanding under the DIP Term Facility bear interest at an adjusted LIBOR rate plus 9.00% per annum. All undrawn letters of credit under the DIP LC Facility (other than cash secured letters of credit) bear interest at a rate of 9.00% per annum. During the continuance of an event of default, the outstanding amounts under the DIP Facilities would bear interest at an addition |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASE OBLIGATIONS | NOTE 14—LEASE OBLIGATIONS The following tables summarize our leased assets and lease liability obligations: December 31, 2019 December 31, 2018 (In millions) Leases Classification Assets Operating lease assets Operating lease right-of-use assets $ 364 $ - Finance lease assets Property, plant and equipment, net 50 70 Total leased assets 414 70 Liabilities Current Operating Current portion of long-term lease obligations 98 - Finance (1) Finance lease obligation 47 8 145 8 Noncurrent Operating Long-term lease obligations 304 - Finance Finance lease obligation - 66 304 66 Total lease liabilities $ 449 $ 74 (1) As a result of the debt compliance matters, we determined that the classification our finance lease obligations was current and, accordingly, we recorded those obligations within Current Liabilities on the Balance Sheet as of December 31, 2019. Our finance leases as of December 31, 2019 and 2018, included the lease of the Amazon Amazon Amazon Our finance leases as of December 31, 2018 also included $17 million associated with the jack-up barge in our MENA region, leased under a charter agreement, stipulating a purchase obligation at the end of the lease term. On November 11, 2019, we signed a charter modification agreement. Under the modified terms the lease is no longer considered a finance lease and is accounted for as an operating lease as of December 31, 2019. The commencement of the Chapter 11 Cases constituted events of default under the Amazon Our lease cost was as follows: Year ended December 31, 2019 Lease cost Classification in the Statement of Operations (In millions) Operating lease cost (1) SG&A expenses $ 52 Operating lease cost (1) Cost of operations 89 Finance lease cost Amortization of leased assets Cost of operations 3 Interest on lease liabilities Net interest expense 4 Net lease cost $ 148 (1) Includes short-term leases and immaterial variable lease costs. Future minimum lease payments for our operating and finance lease obligations as of December 31, 2019 are as follows: Operating leases Finance leases Total (In millions) 2020 $ 102 $ 8 $ 110 2021 89 8 97 2022 77 8 85 2023 61 8 69 2024 54 8 62 After 2024 287 24 311 Total lease payments 670 64 734 Less: Interest (268 ) (17 ) (285 ) Present value of lease liabilities $ 402 $ 47 $ 449 Lease term and discount rates for our operating and finance lease obligations are as follows: Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 7.5 Finance leases 8.1 Weighted-average discount rate Operating leases 9.8 % Finance leases 9.9 % Supplemental information for our operating and finance lease obligations are as follows: Other information December 31, 2019 (In millions) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (106 ) Financing cash flows from finance leases (6 ) Leased assets obtained in exchange for new operating lease liabilities 364 Leased assets obtained in exchange for new finance lease liabilities - |
PENSION AND POSTRETIREMENT BENE
PENSION AND POSTRETIREMENT BENEFITS | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
PENSION AND POSTRETIREMENT BENEFITS | NOTE 15—PENSION AND POSTRETIREMENT BENEFITS Defined Contribution Plans We sponsor multiple defined contribution plans for eligible employees with various features, including voluntary employee pre-tax and Roth-based contributions, and employer matching and other contributions. We expensed $37 million in 2019, $22 million in 2018 (including $16 million associated with the acquired CB&I plans from the Combination Date through December 31, 2018), and $5 million in 2017 for these plans. We also provide benefits under the McDermott International, Inc. Director and Executive Deferred Compensation Plan (the “Deferred Compensation Plan”), which is a non-qualified defined contribution plan. In addition, we sponsor multiple defined contribution plans that cover eligible employees for which we do not provide contributions. The cost of these plans was not significant to us in 2019, 2018 or 2017. Defined Benefit Pension and Other Postretirement Plans We sponsor various defined benefit pension plans covering eligible employees and provide specific post-retirement benefits for eligible retired U.S. employees and their dependents through health care and life insurance benefit programs. These plans may be changed or terminated by us at any time. The following tables present information for our material defined benefit pension and other postretirement plans: Components of Net Periodic Benefit Cost U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans Year Ended December 31, Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 2019 2018 2017 (In millions) Components of periodic benefit cost: Service cost $ - $ - $ - $ 11 $ 8 $ - $ - $ - $ - Interest cost 19 18 20 18 12 1 1 1 - Expected return on plan assets (17 ) (19 ) (20 ) (23 ) (17 ) (1 ) - - - Amortization of prior service costs - - - - - - (1 ) - - Actuarial loss (gain) (1) (21 ) 15 (5 ) 30 33 - (2 ) (1 ) - Net periodic benefit cost (income) (2) (3 ) $ (19 ) $ 14 $ (5 ) $ 36 $ 36 $ - $ (2 ) $ - $ - (1 ) Actuarial loss for 2019 was $6 million and was primarily associated with loss in the Netherlands plan ($37 million) partially offset by actuarial gains in the United States ($23 million) and the United Kingdom ($7 million) plans. ( 2 ) The components of periodic benefit cost (income) other than the service cost component are included within Other non-operating expense (income) in our Statements of Operations. The service cost component is included in Cost of operations and SG&A expenses, in our Statements of Operations, along with other compensation costs rendered by the participating employees. ( 3 ) Net periodic benefit cost for 2018 included expense of $37 million for the acquired CB&I plans from the Combination Date through December 31, 2018. Change in Projected Benefit Obligation and Plan Assets U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans 2019 2018 2019 2018 2019 2018 (In millions) Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 481 $ 511 $ 902 $ - $ 20 $ - Acquisition (1) - 16 - 933 - 31 Service cost - - 11 8 - - Interest cost 19 18 18 12 1 1 Actuarial loss (gain) 40 (27 ) 96 (7 ) (2 ) (1 ) Prior service cost (2 ) - - - 5 - (11 ) Plan participants' contribution - - 3 2 - 1 Benefits paid (37 ) (37 ) (38 ) (27 ) (1 ) (1 ) Currency translation - - - (24 ) - - Projected benefit obligation at end of year $ 503 $ 481 $ 992 $ 902 $ 18 $ 20 Change in plan assets: Fair value of plan assets at beginning of year $ 450 $ 497 $ 703 $ 1 $ - $ - Acquisition (1) - 12 - 763 - - Actual return (loss) on plan assets 78 (23 ) 90 (23 ) - - Company contributions 1 1 14 5 1 1 Plan participants' contributions - - 3 2 - - Benefits paid (37 ) (37 ) (38 ) (25 ) (1 ) (1 ) Currency translation - - 3 (20 ) - - Fair value of plan assets at end of year 492 450 775 703 - - Net funded status $ (11 ) $ (31 ) $ (217 ) $ (199 ) $ (18 ) $ (20 ) Amounts recognized in balance sheet consist of: Prepaid benefit cost within Other non-current assets $ 9 $ - $ 9 $ 4 $ - $ - Accrued benefit cost within accrued liabilities (1 ) (2 ) (2 ) (2 ) (2 ) (2 ) Accrued benefit cost within Other non-current liabilities (19 ) (29 ) (224 ) (201 ) (16 ) (18 ) Net funded status recognized $ (11 ) $ (31 ) $ (217 ) $ (199 ) $ (18 ) $ (20 ) Unrecognized net prior service cost (credits) $ - $ - $ 4 $ 4 $ (10 ) $ (11 ) Accumulated other comprehensive loss (income), before taxes $ - $ - $ 4 $ 4 $ (10 ) $ (11 ) (1) Acquisition amounts include the benefit obligation and plan assets at the Combination Date associated with acquired CB&I pension plans. (2 ) Prior service cost for 2018 primarily related to plan changes for our plans in the United Kingdom and our U.S. retiree welfare plan. Prior service cost for plan changes is deferred to AOCI and amortized into Other non-operating expense (income). Accumulated Benefit Obligations —As of December 31, 2019 and 2018, the accumulated benefit obligation for all defined benefit pension plans was $1.5 billion and $1.4 billion, respectively. U. S. Pension Plans Non-U. S Pension Plans Other Postretirement Plans 2019 (1) 2018 2019 2018 2019 2018 (In millions) Projected benefit obligation $ 32 $ 481 $ 877 $ 796 $ 17 $ 20 Accumulated benefit obligation $ 32 $ 481 $ 854 $ 777 $ 17 $ 20 Fair value of plan assets $ 12 $ 450 $ 651 $ 594 $ - $ - (1) The decrease from 2018 to 2019 primarily related to our U.S. qualified plan being in a net funded position in 2019, as the plan’s fair value exceeded its accumulated benefit obligation. Plan Assumptions —The following table presents the weighted-average assumptions used to measure our defined benefit pension and other postretirement plans: U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans 2019 2018 2019 2018 2019 2018 Weighted average assumptions used to determine net periodic benefit obligations at December 31, Discount rate 3.0 % 4.1 % 1.3 % 2.1 % 3.1 % 4.1 % Rate of compensation increase (1) N/A N/A 1.3 % 1.6 % N/A N/A Weighted average assumptions used to determine net periodic benefit cost: Discount rate 4.1 % 3.6 % 2.1 % 2.1 % 4.1 % 4.1 % Expected return on plan assets (2) 4.0 % 4.0 % 3.5 % 3.5 % N/A N/A Rate of compensation increase (1) N/A N/A 1.3 % 1.6 % N/A N/A (1) The rate of compensation increase relates solely to the defined benefit plans that factor compensation increases into the valuation. (2) The expected long-term rate of return on plan assets was derived using historical returns by asset category and expectations of future performance. The following table illustrates the sensitivity to changes in certain assumptions, holding all other assumptions constant, for our pension plans. Effect on Pretax Pension Pension Benefit Expense in Obligation at 2019 (1) December 31, 2019 (in millions) 25-basis-point change in discount rate $ 52 $ 53 (1) A 25-basis-point change in the expected rate of return on plan assets would not have a material impact on pretax pension expense in 2019. Investment Strategy —Our investment strategy for defined benefit plan assets seeks to optimize the proper risk-return relationship considered appropriate for each respective plan’s investment goals, using a global portfolio of various asset classes diversified by market segment, economic sector and issuer. The primary goal is to optimize the asset mix to fund future benefit obligations, while managing various risk factors and each plan’s investment return objectives. Our defined benefit plan assets in the U.S. are invested in well-diversified portfolios of equity (including U.S. large, mid and small-capitalization and international equities) and fixed income securities (including corporate and government bonds). Non-U.S. defined benefit plan assets are similarly invested in well-diversified portfolios of equity, fixed income and other securities. As of December 31, 2019, our target weighted-average asset allocations by asset category were: equity securities (20%-25%), fixed income securities (70%-75%) and other investments (5%-10%). Our pension assets are categorized within the valuation hierarchy based on the lowest level of input that is significant to the fair value measurement. Assets that are valued using quoted prices are classified within level 1 of the valuation hierarchy, assets that are valued using internally developed models that use, as their basis, readily observable market parameters, are classified within level 2 of the valuation hierarchy, and assets that are valued based on models with significant unobservable market parameters are classified within level 3 of the valuation hierarchy. The following tables present the fair values of our plan assets by investment category and valuation hierarchy level as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Asset category (In millions) Fixed income securities: U.S. fixed income securities $ 168 $ 228 $ 4 $ 400 International government bonds (1) - 254 - 254 International corporate bonds (2) - 99 - 99 International mortgage funds (3) - 66 - 66 All other fixed income securities (4) - 46 - 46 Equity securities: U.S. equities 73 - - 73 International funds (5) - 197 - 197 Emerging markets growth funds - 16 - 16 U.S. equity funds - 15 - 15 Other investments: Asset allocation funds (6) - 86 - 86 Cash and accrued Items 15 - 15 Total Investments $ 256 $ 1,007 $ 4 $ 1,267 December 31, 2018 Level 1 Level 2 Level 3 Total Asset category (In millions) Fixed income securities: U.S. fixed income securities $ 148 $ 223 $ 6 $ 377 International government bonds - 245 - 245 International corporate bonds - 94 - 94 International mortgage funds - 69 - 69 All other fixed income securities - 41 - 41 Equity securities: U.S. equities 57 - - 57 International funds - 157 - 157 Emerging markets growth funds - 13 - 13 U.S. equity funds - 12 - 12 Other investments: Asset allocation funds - 74 - 74 Cash and accrued Items 14 - - 14 Total Investments $ 219 $ 928 $ 6 $ 1,153 The following provides descriptions for plan asset categories with significant balances in the tables above: (1) Investments in predominately E.U. government securities and U.K. Treasury securities, with credit ratings primarily AAA. (2) Investments in European and U.K. fixed interest securities , with credit ratings of primarily BBB and above. (3) Investments in international mortgage funds. (4) Investments predominantly in various international fixed income obligations that are individually insignificant. (5) Investments in various funds that track international indices. (6) Investments in fixed income securities, equities and alternative asset classes, including commodities and property assets. Benefit Payments —The following table includes the expected defined benefit and other postretirement plan payments for the next 10 years: U. S. pension plans Non-U. S. pension plans Other postretirement plans (In millions) Expected employer contributions to trusts of defined benefit plans: 2020 $ 3 $ 14 $ 2 Expected benefit payments: 2020 $ 37 $ 35 $ 2 2021 36 35 1 2022 36 36 1 2023 35 37 1 2024 34 38 1 2025-2029 159 192 5 Health Care Cost Inflation — As noted above, we provide specific postretirement health care benefits for eligible retired U.S. employees and their dependents. Eligible current retirees can elect coverage on a retiree-pay-all basis; there is no longer a company subsidy for the cost of coverage. Future retirees and new employees are not eligible for these post-retirement health care benefits. Additionally, there is a closed group of retirees for which we assume some or all of the cost of coverage. For this group, health care cost trend rates are projected at annual rates ranging from 6.25% in 2020 down to 5.0% in 2025 and after. A change in the assumed health care cost trends by one percentage point is estimated to have an immaterial impact on the total service and interest cost components of net postretirement health care cost for 2019 and the accumulated postretirement benefit obligation as of December 31, 2019. Multi-Employer Pension Plans We contribute to certain union sponsored multi-employer defined benefit pension plans in the United States and Canada, all resulting from the acquired CB&I operations. Benefits under these plans are generally based upon years of service and compensation levels. Under U.S. legislation regarding such pension plans, the risks of participation are different than single-employer pension plans as (1) assets contributed to the plan by a company may be used to provide benefits to participants of other companies, (2) if a participating company discontinues contributions to a plan, other participating companies may have to cover any unfunded liability that may exist, and (3) a company is required to continue funding its proportionate share of a plan’s unfunded vested benefits in the event of withdrawal (as defined by the legislation) from a plan or plan termination. The following table provides additional information regarding our significant multi-employer defined benefit pension plans, including the funding level of each plan (or zone status, as defined by the Pension Protection Act), whether actions to improve the funding level of the plan have been implemented, where required (a funding improvement plan (“FIP”) or rehabilitation plan (“RP”)), and our contributions to each plan and total contributions for 2019, among other disclosures: Pension Protection Act (% Funded) (1) Total Company Contributions (2) Expiration Date of Collective Bargaining Agreement (3) (4) Pension Fund EIN/Plan Number Plan Year End 2019 2018 FIP/RP Plan 2019 2018 Boilermaker-Blacksmith National Pension Trust (5) 48-6168020-001 12/31 Less Than 65% 65%-80% Yes $ 11 $ 6 Various Boilermakers' National Pension Plan (Canada) 366708 12/31 N/A N/A N/A 2 1 04/19 All Other (6 ) 2 3 Total $ 15 $ 10 (1) Pension Protection Act Zone Status and FIP/RP plans are applicable to our U.S.-registered plans only, as these terms are not defined within Canadian pension legislation. In the United States, plans funded less than 65% are in the red zone, plans funded at least 65%, but less than 80%, are in the yellow zone, and plans funded at least 80% are in the green zone. The requirement for FIP or RP plans in the United States is based on the funding level or zone status of the applicable plan. (2) (3) The expiration dates of our labor agreements associated with the plans noted as “Various” above vary based upon the duration of the applicable projects. (4) If a revised collective-bargaining agreement has not been concluded before the expiration date of this Agreement, it may be extended beyond that date to whatever extent may be mutually agreed to between the Union and the BCA of Alberta, or as provided by applicable laws, statutes or regulations. (5) ( 6 ) Our remaining contributions in 2019 to various U.S. and Canadian plans were individually immaterial. We also contribute to our multi-employer plans for annuity benefits covered under the defined contribution portion of the plans as well as health benefits. In 2019, we made contributions to our multi-employer plans of $11 million for these additional benefits. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 16—FAIR VALUE MEASUREMENTS Fair value of financial instruments Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is available and significant to the fair value measurement. The three levels of the valuation hierarchy are as follows: • Level 1—inputs are based on quoted prices for identical instruments traded in active markets. • Level 2—inputs are based on quoted prices for similar instruments in active markets, quoted prices for similar or identical instruments in inactive markets and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets and liabilities. • Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar valuation techniques. The following table presents the fair value of our financial instruments as of December 31, 2019 and 2018 that are (1) measured and reported at fair value in the Consolidated Financial Statements on a recurring basis and (2) not measured at fair value on a recurring basis in the Consolidated Financial Statements: December 31, 2019 Carrying Amount Fair Value Level 1 Level 2 Level 3 (In millions) Measured at fair value on recurring basis Forward contracts (1) $ (75 ) (75 ) $ - $ (75 ) $ - Embedded derivatives (2) (28 ) (28 ) - - (28 ) Not measured at fair value on recurring basis Debt and finance lease obligations (3) (4,353 ) (2,362 ) - (2,275 ) (87 ) December 31, 2018 Carrying Amount Fair Value Level 1 Level 2 Level 3 (In millions) Measured at fair value on recurring basis Forward contracts $ (39 ) $ (39 ) $ - $ (39 ) $ - Not measured at fair value on recurring basis Debt and finance lease obligations (3,633 ) (3,287 ) - (3,197 ) (90 ) (1) The fair value of forward contracts is classified as Level 2 within the fair value hierarchy and is valued using observable market parameters for similar instruments traded in active markets. Where quoted prices are not available, the income approach is used to value forward contracts. This approach discounts future cash flows based on current market expectations and credit risk. ( 2 ) The fair value of the embedded derivatives, discussed in Note 13, Debt inputs to the fair value measurement of the embedded derivatives are unobservable and reflect our estimates of forward yield, using a risk-free rate and a USD Energy CCC yield curve. (3) Our debt instruments are generally valued using a market approach based on quoted prices for similar instruments traded in active markets and are classified as Level 2 within the fair value hierarchy. Quoted prices were not available for the NO 105 construction financing, vendor equipment financing or finance leases. Therefore, these instruments were valued based on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms and are classified as Level 3 within the fair value hierarchy. The carrying amounts that we have reported for our other financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and revolving credit facility debt approximate their fair values due to the short maturity of those instruments. Fair v alue of n on -f inancial i nstruments We evaluate the vessels in our fleet for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. In those evaluations, we compare estimated future undiscounted cash flows generated by each asset to the carrying value of the asset to determine if a write-down may be required. If the undiscounted cash flow test is failed, we estimate the fair value of the asset and compare such estimated fair value to the carrying value of the asset to determine if there has been an impairment. The fair value measurement is based on inputs that are not observable in the market and thus represent level 3 inputs. During the third quarter of 2019, indicators of impairment were present for our Thebaud Sea During the fourth quarter of 2018, indicators of impairment were present for two of our vessels, the Emerald Sea Thebaud Sea Impairment charges for 2019 and 2018 were recorded in our Corporate segment. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 17—DERIVATIVE FINANCIAL INSTRUMENTS Foreign Currency Exchange Rate Derivatives —The notional value of our outstanding foreign exchange rate derivative contracts totaled $664 million as of December 31, 2019, with maturities extending through September 2023 As of December 31, 2019, we deferred approximately $12 million of net losses in AOCI in connection with foreign exchange rate derivatives designated as cash flow hedges, and we expect to reclassify approximately $6 million of deferred losses out of AOCI by December 31, 2020, as hedged items are recognized in earnings. Interest Rate Derivatives— On May 8, 2018, we entered into a U.S. dollar interest rate swap arrangement to mitigate exposure associated with cash flow variability on the Term Facility in an aggregate notional value of $1.94 billion. The swap arrangement was designated as a cash flow hedge at inception and through September 30, 2019. Accordingly, changes in the fair value of the swap arrangement were previously deferred in AOCI until the associated underlying exposure impacts our interest expense. As of December 31, 2019, the fair value of the swap arrangement was in a net liability position totaling approximately $67 million. The fair value of outstanding derivative instruments is determined using observable financial market inputs, such as quoted market prices, and is classified as Level 2 in nature. As of December 31, 2019, in light of the circumstances described in Note 2, we believe that our hedged forecasted transaction is no longer probable to occur, and as such, our hedge accounting has ceased and our previously deferred unrealized losses in AOCI of approximately $67 million have been reclassified into interest expense in our Statement of Operations for the year ended December 31, 2019. The following table presents the total fair value of the derivatives by underlying risk and balance sheet classification: December 31, 2019 December 31, 2018 Derivatives designated as cash flow hedges Derivatives Not Designated as cash flow hedges Derivatives Designated as cash flow hedges Derivatives not designated as cash flow hedges (In millions) Other current assets $ 3 $ 1 $ 3 $ 3 Other non-current assets 1 - - - Total derivatives asset $ 4 $ 1 $ 3 $ 3 Accrued liabilities $ 10 $ 68 $ 10 $ 3 Other non-current liabilities 2 - 32 - Total derivatives liability $ 12 $ 68 $ 42 $ 3 The following table presents the total value, by underlying risk, recognized in other comprehensive income and reclassified from AOCI to Cost of operations (foreign currency derivatives) and Interest expense, net (interest rate derivatives) in the Statements of Operations for the years ended December 31, 2019, 2018 and 2017: Year ended December 31, 2019 2018 2017 (In millions) Amount of (loss) gain recognized in other comprehensive income (loss) Foreign exchange hedges $ (13 ) $ (14 ) $ 16 Interest rate hedges (44 ) (32 ) - Gain (loss) recognized on derivatives designated as cash flow hedges Foreign exchange hedges Revenue 8 - - Cost of operations 2 7 5 Interest rate hedges Interest expense 8 1 - Loss recognized on derivatives not designated as cash flow hedges Foreign exchange hedges Revenue (2 ) - - Cost of operations (1 ) (14 ) - Interest rate hedges Interest expense 67 - - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 18—INCOME TAXES McDermott International, Inc. is a Panamanian corporation that earns all of its income outside of Panama and, as a result, is not subject to income tax in Panama. During 2018, subsequent to the Combination, McDermott became a tax resident of the United Kingdom. We operate in various taxing jurisdictions around the world. Each of these jurisdictions has a regime of taxation that varies, not only with respect to nominal rate, but also with respect to the basis on which these rates are applied. These variations, aligned with the changes in our mix of income or loss from these jurisdictions, may contribute to shifts, sometimes significant, in our effective tax rate. The components of our provision (benefit) for income taxes were as follows: Year Ended December 31, 2019 2018 2017 (In millions) U.S.: Current $ (16 ) $ - $ - Deferred 6 - - Other than U.S.: Current 62 82 62 Deferred 6 22 7 Total provision for income taxes $ 58 $ 104 $ 69 The geographic sources of (loss) income before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (In millions) U.S. $ (2,031 ) $ (2,450 ) $ 123 Other than U.S. (795 ) (121 ) 126 (Loss) income before provision for income taxes $ (2,826 ) $ (2,571 ) $ 249 The following is a reconciliation of the U.K. statutory federal tax rate for 2019 and 2018 and the Panamanian statutory federal tax rate for 2017 to the consolidated effective tax rates: Year Ended December 31, 2019 2018 2017 Federal statutory rate 19 % 19 % 25 % Goodwill impairment (11 %) (14 %) - Non-Panama operations - - 16 % Change in valuation allowance for deferred tax assets - the U.S. (4 %) (7 %) (18 %) Change in valuation allowance for deferred tax assets - Others (3 %) (3 %) 3 % Audit settlements and reserves - - 1 % Other (3 %) 1 % 1 % Effective tax rate (2 %) (4 %) 28 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, as well as operating loss and tax credit carryforwards. Significant components of deferred tax assets and liabilities were as follows: December 31, 2019 2018 (In millions) Deferred tax assets: U.S. Federal net operating loss carryforward and other credits $ 454 $ 294 State net operating loss carryforward and other credits 196 248 Non-U.S. net operating losses 233 189 Accounts receivable basis difference 114 161 Partnership investments 75 153 Depreciation and amortization 115 64 Disallowed interest 108 51 Pension liability 49 49 Accrued liabilities for incentive compensation 20 32 Contract revenue and cost/long-term contracts 69 17 Insurance and legal reserves 20 17 Operating lease liability 66 - Other 20 32 Total deferred tax assets 1,539 1,307 Valuation allowance for deferred tax assets (1,472 ) (1,307 ) Deferred tax assets $ 67 $ - Deferred tax liabilities: Investments in foreign subsidiaries 38 33 Depreciation and amortization 15 7 Pension liability 2 - Right of use assets 67 - Other 4 7 Total deferred tax liabilities 126 47 Net deferred tax liabilities $ (59 ) $ (47 ) Deferred tax assets and liabilities are recorded net by tax jurisdiction in the accompanying Consolidated Balance Sheets. Deferred tax assets and liabilities were as follows: December 31, 2019 2018 (In millions) Deferred tax assets $ - $ - Deferred tax liabilities 59 47 Net deferred tax liabilities $ (59 ) $ (47 ) Valuation Allowance At December 31, 2019, we had a VA of approximately $1.47 billion for DTAs that we expect cannot be realized through carrybacks, future reversals of existing taxable temporary differences or based on our estimate of future taxable income. After completion of the Combination in 2018, we incurred losses primarily resulting from goodwill impairments (See Note 9, Goodwill and Other Intangible Assets Revenue Recognition Changes in the VA for deferred tax assets were as follows: Year Ended December 31, 2019 2018 2017 (In millions) Balance at beginning of period $ 1,307 $ 200 $ 335 Addition due to the Combination 39 836 - 2018 Federal benefit of state adjustment (1) (62 ) - - Charged to costs and expenses 206 250 (32 ) Charged to other accounts (18 ) 21 (103 ) Balance at end of period $ 1,472 $ 1,307 $ 200 (1) The change in the 2018 Federal Benefit of State (FBOS) VA was included in the State tax, not in the VA. The change in the 2019 FBOS VA is included in the VA. Therefore, the 2018 FBOS VA was adjusted to reflect the adjusted beginning balance with FBOS. Other Our net operating loss DTAs, valuation allowance and expiration dates for Non-U.S., U.S. and State DTAs were as follows: Net operating loss DTAs Valuation allowance Expiration (In millions) Non-U.S. $ 233 $ (233 ) 2020- Unlimited U.S. 386 (386 ) 2031- Unlimited State 192 (192 ) 2020- 2039 As of December 31, 2019, we did not provide deferred income taxes on temporary differences of our subsidiaries which are indefinitely reinvested. The amount of those temporary differences is approximately $210 million, the reversal of which would result in withholding tax of $18 to $20 million. We do not foresee having to reverse the outside basis differences in those entities as a result of the current bankruptcy filing. Our cash and debt structure allows us to access funds outside the U.S. and its foreign subsidiaries, which can be used to fund the U.S. and non-U.S. operations and service the debt. Deferred income taxes are provided as necessary with respect to basis differences that are not indefinitely reinvested. We operate under a tax holiday in Malaysia, effective through December 31, 2020, which may be extended for an additional five years if we satisfy certain requirements. The Malaysian tax holiday reduced our foreign income tax expense by $17.4 million and $17.5 million in 2019 and 2018, respectively. The benefit of the tax holiday on net income per share (diluted) was $0.10 for 2019. We conduct business globally and, as a result, we or our various affiliated entities file income tax returns in a number of jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as Malaysia, Australia, Indonesia, Singapore, Saudi Arabia, Kuwait, India, Qatar, Brunei, the U.K., Canada and the United States. With few exceptions, we are no longer subject to tax examinations for years prior to 2011. A reconciliation of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (In millions) Balance at beginning of period $ 58 $ 39 $ 41 Changes due to the Combination - 14 - Changes due to exchange rate fluctuations - (1 ) 1 Increases based on tax positions taken in the current year 4 2 1 Increases based on tax positions taken in prior years 5 9 4 Decreases based on tax positions taken in prior years (9 ) (5 ) (2 ) Decreases due to settlements - - (6 ) Decreases due to lapse of applicable statute of limitation (2 ) - - Balance at end of period $ 56 $ 58 $ 39 Approximately $52 million of the balance of unrecognized tax benefits at December 31, 2019 would reduce our effective tax rate if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2019, 2018 and 2017, we had recorded liabilities of approximately $12 million, $20 million and $24 million, respectively, for the payment of tax-related interest and penalties. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 19—EQUITY-BASED COMPENSATION General — In May 2019, our stockholders approved the (the “2019 LTIP”). Under the 2019 LTIP we can award stock-based compensation to members of our Board of Directors, employees and consultants in a number of forms, including incentive and non-qualified stock options, restricted stock, restricted stock units (“RSUs”), and performance shares or units. As of December 31, 2019, there were 3.2 million shares remaining available for future awards under these equity-based compensation plans. Our plans are administered by the Compensation Committee of our Board of Directors, which selects those employees eligible to receive awards and determines the number of shares or stock options subject to each award, as well as the terms, conditions, performance measures and other provisions of the award. Combination ― As of the Combination Date, unvested and unexercised stock-settled equity-based awards (which included approximately 2.1 million RSUs and stock options and stock appreciation rights with respect to 0.1 million shares) relating to shares of CB&I’s common stock were cancelled and converted into comparable McDermott stock-settled awards with generally the same terms and conditions as those prior to the Combination Date. The restricted stock units generally vest over a period ranging from three to four years from the original grant date. Equity-Based Compensation Expense― Compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards we expect to ultimately vest. We recognize forfeitures as they occur, rather than estimating expected forfeitures. Equity instruments, such as RSUs, are measured at fair value on the grant date. Equity awards expected to be settled in cash are designated as liability awards and are valued at the market price of the underlying stock on the date of payment. Compensation cost for the liability awards is re-measured at the end of each reporting period and is recognized as an expense over the applicable service period. Total compensation expense, primarily recognized within SG&A, was as follows: 2019 2018 (1) 2017 (In millions) RSUs $ 20 $ 44 $ 15 Liability awards 1 8 8 Total $ 21 $ 52 $ 23 (1) Compensation expense in 2018 included $26 million, recorded within Restructuring costs in our Consolidated Statements of Operations, associated with accelerated vesting for employees who were terminated as a result of the Combination. The components of the total gross unrecognized estimated compensation expense for equity awards and their expected remaining weighted-average periods for expense recognition are as follows: Amount (In millions) Weighted-Average Period(years) Restricted stock and restricted stock units (1) $ 24 1.7 (1) Excludes liability awards. Stock Options― There were no stock options granted in 2019, 2018 or 2017. CB&I’s stock options that were cancelled and converted in connection with the Combination were not material. There were no stock options exercised during 2019 and 2017, and stock options exercised during 2018 were not material. As of December 31, 2019, we had outstanding stock options to purchase 0.5 million shares with a weighted-average exercise price per share of approximately $37. All outstanding stock options vested prior to December 31, 2019. Had all option holders exercised their options on December 31, 2019, the aggregate intrinsic value of the options would have been negative, as their exercise price was higher than the closing price of our common stock on December 31, 2019. Restricted Stock Units (“RSUs”)― RSUs and changes during 2019 were as follows (share data in millions): Number of Shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 3 $ 19.39 Granted 2 8.67 Vested (2) 11.52 Outstanding as of December 31, 2019 3 12.32 There were no tax benefits realized related to RSUs and RSAs that lapsed or vested during 2019, 2018 and 2017. Liability awards― Approximately 2 As of December 31, 2019, the unrecognized compensation cost related to liability awards was $1.3 million, calculated based on the December 31, 2019 fair value of these awards, and is expected to be recognized over a weighted average period of two years. Effects of the Chapter 11 Cases on the Common Stock — The provisions of the RSA and the Plan of Reorganization contemplate that the obligations to issue securities under our equity compensation plans will be cancelled and discharged in connection with the Chapter 11 Cases. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 20— STOCKHOLDERS’ EQUITY Shares Outstanding and Treasury Shares ― The changes in the number of shares outstanding and treasury shares held by us are as follows (in millions): Year ended December 31, 2019 2018 Shares outstanding Beginning balance 181 95 Common stock issued (1) 13 2 Shares issued in the Combination (Note 3, Business Combination (2) - 85 Purchase of common stock (1 ) (1 ) Ending balance 193 181 Shares held as Treasury shares Beginning balance 3 3 Purchase of common stock 1 1 Retirement of common stock (1 ) (1 ) Ending balance 3 3 Ordinary shares issued at the end of the period 196 183 (1) Debt (2) Business Combination, Effects of the Chapter 11 Cases on the Common Stock — The provisions of the RSA and the Plan of Reorganization contemplate that our existing equity interests will be cancelled and discharged in connection with the Chapter 11 Cases and the holders of those equity interests, including the holders of our outstanding shares of common stock, will be entitled to no recovery relating to those equity interests. Accumulated Other Comprehensive (Loss) Income ―The components of AOCI included in stockholders’ equity are as follows: December 31, 2019 2018 (In millions) Foreign currency translation adjustments ("CTA") $ (97 ) $ (73 ) Net unrealized loss on derivative financial instruments (12 ) (40 ) Defined benefit pension and other postretirement plans 6 6 Accumulated other comprehensive loss $ (103 ) $ (107 ) The following table presents the components of AOCI and the amounts that were reclassified during the periods indicated: Foreign Currency Translation adjustments Net unrealized loss on derivative financial instruments (1) Defined benefit pension and other postretirement plans TOTAL (In millions) January 1, 2018 $ (49 ) $ (2 ) $ - $ (51 ) Other comprehensive (loss) income before reclassification (24 ) (46 ) 6 (64 ) Amounts reclassified from AOCI (2) - 8 - 8 Net current period other comprehensive income (24 ) (38 ) 6 (56 ) December 31, 2018 $ (73 ) $ (40 ) $ 6 $ (107 ) Other comprehensive (loss) income before reclassification (24 ) (57 ) - (81 ) Amounts reclassified from AOCI (2) - 85 - 85 Net current period other comprehensive (loss) income (24 ) 28 - 4 December 31, 2019 $ (97 ) $ (12 ) $ 6 $ (103 ) (1) Refer to Note 17, Derivative Financial Instruments (2) Noncontrolling Interest ―In 2002, P.T. Sarana Interfab Mandiri (“PTSIM”) acquired a 25% participating interest in our subsidiary, PT McDermott Indonesia (“PTMI”). After two years, PTSIM had the option to sell its interest to us for $5 million plus PTSIM’s share of PTMI’s undistributed earnings to the date of such sale. In January 2019, McDermott and PTSIM entered into framework agreement, restructuring the PTMI shareholders agreement, whereby PTSIM waived its put option right and exchanged its participating interest in PTMI for a non-participating interest, in exchange for a payment of approximately $29 million. In 2019, we paid the first two installments, totaling approximately $15 million, and had a remaining liability of approximately $14 million as of December 31, 2019, scheduled to be payable in early 2020. |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Preferred Stock [Abstract] | |
REDEEMABLE PREFERRED STOCK | NOTE 21—REDEEMABLE PREFERRED STOCK On November 29, 2018 (the “Closing Date”), we completed a private placement of (1) 300,000 shares of 12% Redeemable Preferred Stock, par value $1.00 per share (the “Redeemable Preferred Stock”), and (2) Series A Warrants (the “Series A Warrants”) to purchase approximately 6.8 million shares of our common stock, with an initial exercise price per share of $0.01, for aggregate proceeds of $289.5 million, before payment of approximately $18 million of directly related issuance costs. Redeemable Preferred Stock —The Redeemable Preferred Stock initially had an Accreted Value (as defined in the Certificate of Designation with respect to the Redeemable Preferred Stock (the “Certificate of Designation”)) of $1,000.00 per share. Pursuant to the Certificate of Designation, the holders of the Redeemable Preferred Stock are entitled to receive cumulative compounding preferred cash dividends quarterly in arrears at a fixed rate of 12.0% per annum compounded quarterly (of which 3.0% accrues each quarter) on the Accreted Value per share (the “ Dividend Rate ” ). The cash dividends are payable only when, as and if declared by our Board of Directors out of funds legally available for payment of dividends. The Certificate of Designation provides that, if a cash dividend is not declared and paid in respect of any dividend payment period ending on or prior to December 31, 2021, then the Accreted Value of each outstanding share of Redeemable Preferred Stock will automatically be increased by the amount of the dividend otherwise payable for such dividend payment period, except the applicable dividend rate for this purpose is 13.0% per annum (the “PIK Dividend Rate”). Such automatic increase in the Accreted Value of each outstanding share of Redeemable Preferred Stock would be in full satisfaction of the preferred dividend that would have otherwise accrued for such dividend payment period. Our Board of Directors declared, and we paid cash dividends on the Redeemable Preferred Stock on the first dividend payment date (December 31, 2018), but our Board of Directors did not declare cash dividends on the Redeemable Preferred Stock on the March 31, June 30, September 30 and December 31, 2019 dividend payment dates and, as a result, the Accreted Value of the Redeemable Preferred Stock was increased by the amount of the accrued but unpaid dividends (i.e., a paid-in-kind (“PIK”) dividend). On October 21, 2019, in connection with our entering into the Superpriority Credit Agreement, the Credit Agreement Amendment and the LC Agreement Amendment, we entered into a consent and waiver agreement (the “Consent and Waiver Agreement”) with the holders of the Redeemable Preferred Stock. Pursuant to the Consent and Waiver Agreement, we agreed to, among other things: (1) issue to the holders of the Redeemable Preferred Stock shares of Redeemable Preferred Stock in an aggregate amount equal to 3.0% of the Accreted Value; and (2) issue an additional number of Series A Warrants to purchase Common Stock with an initial exercise price per share of $0.01, subject to certain adjustments equal to the product of 1.5% times the total number of shares of Common Stock outstanding as of October 21, 2019. Additionally, we agreed to increase the Dividend Rate and the PIK Dividend Rate to 14.0% per annum and 15.0% per annum, respectively, per share of Redeemable Preferred Stock. The Consent and Waiver Agreement allowed us to incur the indebtedness and other obligations pursuant to Tranche A under the Superpriority Credit Agreement. Additionally, on December 1, 2019 we entered into a second c onsent and waiver agreement, which allowed us to incur additional indebtedness under the Superpriority Credit Agreement. The provisions of the RSA and the Plan of Reorganization contemplate that our existing equity interests will be cancelled and discharged in connection with the Chapter 11 Cases and the holders of those equity interests, including the holders of the Redeemable Preferred Stock and the Series A Warrants, will be entitled to no recovery relating to those equity interests. The fair value upon issuance represented the net impact of $289.5 million of aggregate proceeds, less $18 million of fees and $43 million of fair value assigned to the Series A Warrants (included within Capital in excess of par value in our Balance Sheet). The fair value measurement upon issuance was based on inputs that were not observable in the market and thus represented level 3 inputs. We record accretion as an adjustment to Retained earnings (deficit) over the seven years from the Closing Date through the expected redemption date of November 29, 2025 using the effective interest method. From the Closing Date through December 31, 2019, we recorded cumulative accretion of approximately $17 million with respect to the Redeemable Preferred Stock. As of December 31, 2019, the Redeemable Preferred Stock balance was $290 million, The fair value measurement of the Series A Warrants was based on the market-observable fair value of our common stock upon issuance and thus represented a level 1 input . The fair value of the additional Series A Warrants issued in connection with the Consent and Waiver Agreement entered into on October 21, 2019 was $5 million as of December 31, 2019 (included within Capital in excess of par value on our Balance Sheet as of December 31, 2019). |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 22—EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per common share. Year ended December 31, 2019 (1) 2018 (1) 2017 (2) (In millions, except per share amounts) Net (loss) income attributable to McDermott $ (2,909 ) $ (2,687 ) $ 179 Dividends on redeemable preferred stock (44 ) (3 ) - Accretion of redeemable preferred stock (16 ) (1 ) - Net (loss) income attributable to common stockholders $ (2,969 ) $ (2,691 ) $ 179 Weighted average common stock (basic) 182 150 91 Effect of dilutive securities: Restricted stock and tangible equity units - - 4 Potential dilutive common stock 182 150 95 Net (loss) income per share attributable to common stockholders Basic: $ (16.31 ) $ (17.94 ) $ 1.97 Diluted: $ (16.31 ) $ (17.94 ) $ 1.88 (1) (2) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 23—COMMITMENTS AND CONTINGENCIES Investigations and Litigation General —Due to the nature of our business, we and our affiliates are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things: • performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and • workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims. Based upon our prior experience, we do not expect that any of these other litigation proceedings, disputes, investigations and claims will have a material adverse effect on our consolidated financial condition, results of operations or cash flows; however, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially applicable insurance, we can provide no assurance the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs. Project Arbitration Matters —We are in arbitration (governed by the arbitration rules of the International Chamber of Commerce) entitled Refineria de Cartagena S.A. v. Chicago Bridge & Iron Company N.V., et al., which was commenced on March 8, 2016 in connection with a large, cost reimbursable refinery construction project in Colombia completed by CB&I in 2015. Refineria de Cartagena, the customer on the project, is alleging that we are responsible for certain cost overruns, delays and consequential damages on the project. The customer is claiming total damages in excess of $4.5 billion. We have asserted a counterclaim against the customer for approximately $250 million. The parties have submitted final witness statements, expert reports and other filings. Hearings are expected to commence in the fourth quarter of 2020 and, after a multi-month hiatus, conclude in the second quarter of 2021. The venue for the arbitration hearings is expected to be in Washington, D.C.. We do not believe a risk of material loss is probable related to this matter, and accordingly, our reserves for this matter were not significant as of December 31, 2019. While it is possible that a loss may be incurred, we are unable to estimate the range of potential loss, if any. In addition, we are in arbitration (governed by the arbitration rules of the United Nations Commission on International Trade Law) entitled CBI Constructors Pty & Kentz Pty Ltd and Chevron Australia Pty Ltd., Asbestos Litigation —We are a defendant in numerous lawsuits wherein plaintiffs allege exposure to asbestos at various locations. We review and defend each case on its own merits and make accruals based on the probability of loss and best estimates of potential loss. We do not believe any unresolved asserted claim will have a material adverse effect on our future results of operations, financial position or cash flow. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of loss or estimate future losses. We do not believe a risk of material loss is probable related to these matters, and, accordingly, our reserves were not significant as of December 31, 2019. While we continue to pursue recovery for recognized and unrecognized contingent losses through insurance, indemnification arrangements and other sources, we are unable to quantify the amount that we may 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. Mercury Litigation — Certain of our subsidiaries are co-defendants in a group of consolidated “toxic exposure” claims, involving 54 plaintiffs who allege they were exposed to mercury while working in a chlorine manufacturing facility located in Muscle Shoals, Alabama. The matter was commenced on December 14, 2011 and is captioned Aretha Abernathy, et al. v. Occidental Chemical Corp., et al. , CV 11-900266, Circuit Court of Colbert County, Alabama. The plaintiffs consist of former employees of subsidiaries of CB&I, as well as other defendants. On October 18, 2019, prior to the start of the trial of the claims of the first four plaintiffs, the parties reached a settlement resolving all claims of all 54 plaintiffs and several potential plaintiffs. The settlement amount will be paid directly by our insurance carriers. As a result of the settlement, under the terms of certain insurance policies, additional deductible amounts may be due. We do not believe a risk of material loss is probable for additional deductible amounts due upon resolution of these matters, and accordingly, our reserves for this matter were not significant as of December 31, 2019. Labor Litigation — A former employee of one of our subsidiaries commenced a class action lawsuit under the Fair Labor Standards ACT (“FLSA”) entitled Cantrell v. Lutech Resources, Inc. , (S.D. Texas 2017) Case No. 4:17-CV-2679 on or about September 5, 2017, alleging that he and his fellow class members were not paid one and one half times their normal hourly wage rates for hours worked that exceeded 40 hours in a work week. Our subsidiary has yet to answer the allegations in the complaint, as agreed by the parties, in order to allow mediation to take place. The first mediation session commenced in October 2018, and a settlement has been reached between the parties. We do not believe a risk of material loss is probable related to this matter, and, accordingly, our reserves for this matter were not significant as of December 31, 2019. Pre-Combination CB&I Securities Litigation —On March 2, 2017, a complaint was filed in the United States District Court for the Southern District of New York seeking class action status on behalf of purchasers of CB&I common stock and alleging damages on their behalf arising from alleged false and misleading statements made during the class period from October 30, 2013 to June 23, 2015. The case is captioned: In re Chicago Bridge & Iron Company N.V. Securities Litigation , No. 1:17-cv-01580-LGS (the “Securities Litigation”). The defendants in the case are: CB&I; a former chief executive officer of CB&I; a former chief financial officer of CB&I; and a former controller and chief accounting officer of CB&I. On June 14, 2017, the court named ALSAR Partnership Ltd. as lead plaintiff. On August 14, 2017, a consolidated amended complaint was filed alleging violations of Sections 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder, arising out of alleged misrepresentations about CB&I’s accounting for the acquisition of The Shaw Group, CB&I’s accounting with respect to the two nuclear projects being constructed by The Shaw Group, and CB&I’s financial reporting and public statements with respect to those two projects. On May 24, 2018, the court denied defendants’ motion to dismiss. The parties have completed fact discovery and are currently engaged in expert discovery. On February 4, 2019, lead plaintiff ALSAR Partnership Ltd. and additional plaintiffs Iron Workers Local 40, 361, & 417 – Union Security Funds and Iron Workers Local 580 – Joint Funds moved for class certification and appointment as class representatives. On October 16, 2019, the court-appointed special master issued a report and recommendation regarding class certification and appointment of class representatives and class counsel, recommending that the court grant the plaintiffs’ motion. We are not able at this time to determine the likelihood of loss, if any, arising from this matter and, accordingly, no amounts have been accrued as of December 31, 2019. We believe the claims are without merit and intend to defend against them vigorously. On October 26, 2018, two actions were filed by individual plaintiffs based on allegations similar to those alleged in the Securities Litigation. On February 25, 2019, a third action was filed by an individual plaintiff based on similar allegations. All three actions were filed in the United States District Court for the Southern District of New York and are captioned Gotham Diversified Neutral Master Fund, LP, et al. v. Chicago Bridge & Iron Company N.V. et al. Appaloosa Investment L.P., et al., v. Chicago Bridge & Iron Company N.V., et al. CB Litigation Recovery I, LLC v. Chicago Bridge & Iron Company N.V., et al. On or about November 2, 2017, a complaint was filed in the District Court of Montgomery County, Texas by Daniel Cohen and associated individuals and corporations, alleging causes of action under both common and state law for alleged false and misleading statements related to CB&I’s acquisition of The Shaw Group in 2013, particularly with regard to two nuclear projects being constructed by Shaw in South Carolina and Georgia. The case is captioned Daniel Cohen, et al. v. Chicago Bridge & Iron Company, N.V., et al. , No. 17-10-12820. The other defendants are the same individual defendants as in the Securities Litigation described above. The plaintiffs alleged that the individual defendants made, or had authority over the content and method of communicating information to the public, including the alleged misstatements and omissions detailed in the complaint, resulting in a financial loss on shares of stock purchased by the plaintiffs. Discovery in this matter is proceeding. We are not able at this time to determine the likelihood of loss, if any, arising from this matter and, accordingly, no amounts have been accrued as of December 3 1 , 2019. We believe the claims are without merit and intend to defend against them vigorously. Post-Combination McDermott Securities Litigation— On November 15, 2018, a complaint was filed in the United States District Court for the Southern District of Texas seeking class action status on behalf of purchasers of McDermott common stock and alleging damages on their behalf arising from allegedly false and misleading statements made during the class period from January 24, 2018 to October 30, 2018. The case is captioned: Edwards v. McDermott International, Inc., et al. , No. 4:18-cv-04330. The defendants in the case are: McDermott; David Dickson, our president and chief executive officer; and Stuart Spence, our former chief financial officer. The plaintiff has alleged that the defendants made material misrepresentations and omissions about the integration of the CB&I business, certain CB&I projects and their fair values, and our business, prospects and operations. The plaintiff asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder. On January 14, 2019, a related action was filed in the United States District Court for the Southern District of Texas seeking class action status on behalf of all shareholders of McDermott common stock as of April 4, 2018 who had the right to vote on the Combination, captioned: The Public Employees Retirement System of Mississippi v. McDermott International, Inc., et al. , No. 4:19-cv-00135. The plaintiff has alleged the defendants (which include our chief executive officer and former chief financial officer) made material misrepresentations and omissions in the proxy statement we used in connection with the Combination. The plaintiff asserted claims under Section 14(a) and 20(a) of the Exchange Act. We filed a motion to consolidate the two actions, and the court granted that motion on February 22, 2019. The court appointed lead plaintiffs for both sets of claims on June 5, 2019. The plaintiffs subsequently filed amended pleadings to, among other things, add Chicago Bridge & Iron N.V. (“CB&I”) and CB&I’s former chief executive officer as additional defendants, and, on January 30, 2020, we filed motions to dismiss all of the claims. We are not able at this time to determine the likelihood of loss, if any, arising from these matters and, accordingly, no amounts have been accrued as of December 31, 2019. We believe the claims are without merit and we intend to defend against them vigorously SEC and Federal Grand Jury Investigations —By letter dated July 26, 2019, together with accompanying subpoenas, the U.S. Securities and Exchange Commission (the “SEC”) notified us that it is conducting an investigation related to disclosures we made concerning the reporting of projected losses associated with the Cameron LNG project. We have been and intend to continue cooperating with the SEC in this investigation, including by producing documents requested by the SEC. Also, by letter dated February 25, 2020, together with an accompanying subpoena, the office of the United States Attorney for the Southern District of Texas within the U.S. Department of Justice notified us that a Federal Grand Jury is conducting a criminal investigation and requested various documents, including cost forecasts and other financial-related information, related to the Cameron LNG project. We intend to cooperate with the United States Attorney’s office and the Federal Grand Jury in this investigation, including by producing the documents that have been requested. Saudi Arabia Customs Audit — During the fourth quarter of 2019, McDermott Arabia Co. Ltd received a customs audit report from the General Directorate of Customs Audit department in Saudi Arabia, stating that additional custom duties are applicable on structures and platforms imported during the period from 2014 to 2019. The audit report claims that customs on imported structures and platforms of $64.7 million are owed to the Saudi Arabia Customs Authority. We are currently assessing the customs audit report and are required to post a bond for the assessed amount; however, we do not believe a risk of material loss is probable related to this matter and, accordingly, no amounts have been accrued as of December 31, 2019. We believe the audit report is incorrect, and we intend to challenge the assessment vigorously. Environmental Matters We have been identified as a potentially responsible party at various cleanup sites under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”). CERCLA and other environmental laws can impose liability for the entire cost of cleanup on any of the potentially responsible parties, regardless of fault or the lawfulness of the original conduct. 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. Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of wastes disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site. We have not been determined to be a major contributor of waste to any of these sites. On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows in any given year. We believe we are in compliance, in all material respects, with applicable environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not anticipate we will incur material capital expenditures for environmental matters or for the investigation or remediation of environmental conditions during 2020 and 2021. As of December 31, 2019, we had no environmental reserve recorded. Asset Retirement Obligations (“ARO”) In March 2019, pursuant to a Memorandum of Understanding signed between Saudi Aramco and McDermott in 2017, we signed an agreement to enter into a long-term land lease agreement with Saudi Aramco, to establish a fabrication facility located within the new King Salman International Complex for Maritime Industries being developed by Saudi Aramco in Ras Al-Khair, Saudi Arabia. Construction activities are now in progress and the new facility is expected to be operational by 2022. In connection with the contemplated lease, the closure of our current fabrication facility in Dubai, United Arab Emirates, is expected to occur in 2030. ARO recorded as of December 31, 2019 was equal to the present value of the estimated costs to decommission the current fabrication facility and was not material. Contracts Containing Liquidated Damages Provisions Some of our contracts contain 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. Those contracts define the conditions under which our customers may make claims against us for liquidated damages. In many cases in which we have historically had potential exposure for liquidated damages, such damages ultimately were not asserted by our customers. As of December 31, 2019, we determined that we had approximately $171 million of potential liquidated damages exposure, based on performance under contracts to date, and included $24 million as a reduction in transaction prices related to such exposure. We believe we will be successful in obtaining schedule extensions or other customer-agreed changes that should resolve the potential for the liquidated damages where we have not made a reduction in transaction prices. However, we may not achieve relief on some or all of the issues involved and, as a result, could be subject to liquidated damages being imposed on us in the future. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 24—SEGMENT REPORTING We disclose the results of each of our reportable segments in accordance with ASC 280, Segment Reporting Upon completion of the Combination, during the second quarter of 2018, we reorganized our operations around five operating segments. This reorganization is intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities. Our five operating groups are: NCSA; EARC; MENA; APAC; and Technology. The segment information for the prior periods presented has been recast to conform to the current presentation. We also report certain corporate and other non-operating activities under the heading “Corporate and Other.” Corporate and Other primarily reflects c reportable of vessels, abrication facilities and engineering resources Intersegment sales are recorded at prices we generally establish by reference to similar transactions with unaffiliated customers and were not material during 2019, 2018 and 2017 and are eliminated upon consolidation. Operating Information by Segment Year ended December 31, 2019 2018 2017 (In millions) Revenues: NCSA $ 4,627 $ 3,928 $ 246 EARC 761 271 19 MENA 1,790 1,704 2,120 APAC 666 411 600 Technology 587 391 - Total revenues $ 8,431 $ 6,705 $ 2,985 Operating (loss) income: Segment operating (loss) income: NCSA $ (1,546 ) $ (1,537 ) $ (4 ) EARC (319 ) (74 ) (13 ) MENA 181 328 451 APAC 1 56 93 Technology 156 (519 ) - Total segment operating (loss) income (1,527 ) (1,746 ) 527 Corporate (1) (555 ) (510 ) (220 ) Total operating (loss) income $ (2,082 ) $ (2,256 ) $ 307 Goodwill impairment (2) NCSA $ 1,111 $ 1,484 $ - EARC 319 40 - APAC - 52 - Technology - 592 - Total goodwill impairment $ 1,430 $ 2,168 $ - Depreciation and amortization: NCSA $ 65 $ 59 $ 26 EARC 14 13 - MENA 50 51 31 APAC 15 19 36 Technology 74 92 - Corporate 49 45 8 Total depreciation and amortization $ 267 $ 279 $ 101 Capital expenditures (3) NCSA $ 7 $ 5 $ 23 EARC 2 - - MENA 18 19 31 APAC 8 12 9 Technology 2 - - Corporate (4) 55 50 56 Total Capital expenditures $ 92 $ 86 $ 119 Income (loss) from investments in unconsolidated affiliates: NCSA $ 1 $ - $ (1 ) EARC (5 ) (5 ) (4 ) MENA 12 5 - APAC 4 (8 ) (7 ) Technology 27 27 - Corporate (5 ) (6 ) - Total income (loss) from investments in unconsolidated affiliates: $ 34 $ 13 $ (12 ) December 31, 2019 2018 (In millions) Segment assets: NCSA $ 1,826 $ 3,257 EARC 554 1,169 MENA 1,317 1,472 APAC 1,518 1,147 Technology 2,590 2,752 Corporate (5) 932 (357 ) Total assets $ 8,737 $ 9,440 Investments in unconsolidated affiliates (6) EARC $ 1 $ 2 MENA 70 60 APAC 3 - Technology 381 385 Corporate - 5 Total investments in unconsolidated affiliates $ 455 $ 452 (1) Corporate operating results include: 2019 • $57 million in transaction costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs ) ; • $114 million in restructuring and integration costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs) ; and • $18 million of impairment charges associated with our marine vessels (see Note 16, Fair Value Measurements). 2018 • $48 million in transaction costs associated with the Combination • $134 million in restructuring and integration costs; • $58 million of vessel related impairment charges; and • $25 million of expense associated with the need to make alternate arrangements for a third-party vessel charter, because the previously designated vessel was withdrawn from the market. 2017 • $4 million gain on sale of assets; and • $9 million in transaction costs associated with the Combination (see Note 3, Business Combination). (2) Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets (3) Capital expenditures reported represent cash purchases. At December 31, 2019, 2018 and 2017, we had approximately $160 million, $26 million and $8 million, respectively, of accrued and unpaid capital expenditures reported in PP&E and accrued liabilities. (4) Corporate capital expenditures in 2019 and 2018 include upgrades to the Amazon Amazon Lease Obligations Following the purchase, we sold this vessel to an unrelated third party and simultaneously entered into an 11-year bareboat charter agreement (5) Corporate assets at December 31, 2018 include negative cash balances associated with our international cash pooling program, which ceased in the fourth quarter of 2019. (6) The Consolidated Balance Sheets as of December 31, 2019 and 2018 include approximately $48 million and $15 million of accounts receivable, respectively, from our unconsolidated affiliates. Significant Customer Information Our significant customers by segments during 2019, 2018 and 2017 were as follows: % of Consolidated Reportable Revenues Segment Year Ended December 31, 2019: Saudi Aramco 11% MENA Year Ended December 31, 2018: Saudi Aramco 19% MENA Cameron LNG 10% NCSA Year Ended December 31, 2017: Saudi Aramco 63% MENA Inpex Operations Australia Pty Ltd 11% APAC Operating Information by Geography Year Ended December 31, 2019 2018 2017 (In millions) Geographic revenues: United States $ 4,431 $ 3,695 $ 102 Saudi Arabia 999 1,304 1,965 Qatar 467 173 149 India 373 144 201 Denmark 332 118 - Russia 303 96 - United Arab Emirates 271 130 5 Mexico 216 191 143 Australia 168 253 344 Other countries 871 601 76 Total revenue $ 8,431 $ 6,705 $ 2,985 December 31, 2019 2018 (In millions) Property, plant and equipment, net (1) India $ 798 $ 429 United States 324 797 Netherlands 222 - Sri Lanka 209 - Mexico 180 192 Qatar 160 2 Indonesia 47 246 Other countries 189 401 Total property, plant and equipment, net $ 2,129 $ 2,067 (1) Our marine vessels are included in the area in which they were located as of the reporting date. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 25—QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables 2019 March 31 June 30 September 30 December 31 (In millions, except per share data amounts) Revenues $ 2,211 $ 2,137 $ 2,121 1,962 Project intangibles and inventory related amortization (1) 10 10 7 7 Gross profit 183 178 (59 ) (115 ) Other intangibles amortization (2) 22 22 21 22 Transaction costs (3) 4 11 14 28 Restructuring and integration costs (4) 69 20 14 11 Goodwill impairment (5) - - 1,370 60 Intangible Asset impairments (6) - - 143 19 Other asset impairments (7) - - 18 - Loss on asset disposals - 102 - 2 Net loss (8) (57 ) (114 ) (1,864 ) (849 ) Net loss attributable to McDermott (56 ) (132 ) (1,873 ) (848 ) Dividends on redeemable preferred stock (9) (10 ) (10 ) (10 ) (14 ) Accretion of redeemable preferred stock (9) (4 ) (4 ) (4 ) (4 ) Net loss attributable to common stockholders (70 ) (146 ) (1,887 ) (866 ) Income (loss) per share Basic $ (0.39 ) $ (0.80 ) $ (10.37 ) (4.69 ) Diluted $ (0.39 ) $ (0.80 ) $ (10.37 ) (4.69 ) 2018 ( 10 ) March 31 June 30 September 30 December 31 (In millions, except per share data amounts) Revenues $ 608 $ 1,735 $ 2,289 $ 2,073 Project intangibles and inventory related amortization (1) $ - $ 12 $ 30 41 Gross profit 130 237 273 (122 ) Other intangibles amortization (2) - 10 25 27 Transaction costs (3) 3 37 5 3 Restructuring and integration costs (4) 12 63 31 28 Goodwill impairment (5) - - - 2,168 Other asset impairments ( 7 ) - - - 58 Net income (loss) 34 45 - (2,757 ) Net income (loss) attributable to McDermott 35 47 2 (2,771 ) Dividends on redeemable preferred stock ( 9 ) - - - (3 ) Accretion of redeemable preferred stock ( 9 ) - - - (1 ) Net income (loss) attributable to common stockholders 35 47 2 (2,775 ) Income (loss) per share Basic $ 0.12 $ 0.33 $ 0.01 $ (15.33 ) Diluted $ 0.12 $ 0.33 $ 0.01 $ (15.33 ) ( 1 ) Represents amortization of fair value adjustments for RPOs acquired in the Combination and normalized profit margin fair value associated with acquired long-term contracts that were deemed to be lower than market value as of the Combination Date. Also included is amortization associated with fair value adjustments to inventory balances acquired in the Combination. ( 2 ) Represents amortization of other intangible assets acquired in the Combination. See Note 9, Goodwill and Other Intangible Assets , for further discussion. ( 3 ) 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination ( 4 ) P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. ( 5 ) 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. ( 6 ) Represents impairment of intangible assets, primarily in our NCSA segment. Goodwill and Other Intangible Assets (7) Represents charges associated with the impairment of vessels and other marine equipment, due to changes in their level of planned utilization. See Note 16, Fair Value Measurements, for further discussion. (8) Net loss for the quarter ended December 31, 2019 included the impact on interest expense of: (1) $316 million of DIC amortization, primarily associated with the accelerated DIC amortization due to our non-compliance with certain covenants and other obligations contained in our financing arrangements , discussed in Note 13, Debt ; (2) $67 million of expense associated with our interest rate swap arrangement, reclassified from AOCI into interest expense, discussed in Note 17, Derivative Financial Instruments ; and (3) a $32 million of gain associated with the valuation of the Superpriority Credit Agreement embedded derivative, discussed in Note 13, Debt . ( 9 ) Represents dividends paid and accrued on the shares of 12% Redeemable Preferred Stock and accretion of the stock over the seven years from November 29, 2018 through the expected redemption date of November 29, 2025, using the effective interest method. See Note 21, Redeemable Preferred Stock , for further discussion ( 10 ) Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations McDermott International, Inc. (“McDermott,” “we” or “us”), a corporation incorporated under the laws of the Republic of Panama in 1959, is a fully integrated provider of engineering, procurement, construction and installation (“EPCI”) and technology solutions to the energy industry. We design and build end-to-end infrastructure and technology solutions to transport and transform oil and gas into a variety of products. Our proprietary technologies, integrated expertise and comprehensive solutions are utilized for offshore, subsea, power, liquefied natural gas (“LNG”) and downstream energy projects around the world. Our customers include national, major integrated and other oil and gas companies as well as producers of petrochemicals and electric power, and we operate in most major energy producing regions throughout the world. We execute our contracts through a variety of methods, principally fixed-price, but also including cost reimbursable, cost-plus, day-rate and unit-rate basis or some combination of those methods. |
Organization | Organization Our business is organized into five Segment Reporting, |
Basis of Presentation | Basis of Presentation We have presented our Consolidated Financial Statements in U.S. Dollars in accordance with accounting principles generally accepted in the United States (“GAAP”). These Consolidated Financial Statements reflect all wholly owned subsidiaries and those entities we are required to consolidate. See the discussion below under the caption “Joint Venture and Consortium Arrangements” in this footnote for further discussion of our consolidation policy for those entities that are not wholly owned. In the opinion of our management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. Intercompany balances and transactions are eliminated in consolidation. Values presented within tables (excluding per share data) are in millions and may not sum due to rounding. |
Restructuring Support Agreement and Chapter 11 Proceedings | Restructuring Support Agreement and Chapter 11 Proceedings On January 21, 2020 (the “Petition Date”), McDermott and certain of its subsidiaries (collectively, the “Debtors”): (1) entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) with certain of their lenders, letter of credit issuers and holders of the Senior Notes issued by certain of the Debtors and guaranteed by McDermott and certain of the other Debtors (such lenders, letter of credit issuers and holders of the Senior Notes are referred to below as the “Consenting Parties”); and (2) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to pursue a Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors (as proposed pursuant to the RSA, the “Plan of Reorganization”). At the time of filing the Chapter 11 cases (the “Chapter 11 Cases”), the Debtors had the support of more than two-thirds of all of their funded debt creditors for the RSA. The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., Case No. 20-30336. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In connection with the RSA and the Chapter 11 Cases, certain Consenting Parties or their affiliates have provided the Debtors with superpriority debtor-in-possession financing pursuant to a new credit agreement (the “DIP Credit Agreement”). The DIP Credit Agreement provides for, among other things, term loans and letters of credit in an aggregate principal amount of up to $2.81 billion, including (1) up to $2,067 million under a term loan facility consisting of (a) a $550 million tranche that was made available at closing, (b) a $650 million tranche that was made available upon entry of the Final DIP Order (as defined in the RSA), (c) a $823 million tranche consisting of the principal amount of term loans outstanding under Tranche A and Tranche B of the New Term Loan Facility under our Superpriority Credit Agreement and accrued interest and fees related to term loans outstanding under Tranche A and Tranche B of the New Term Loan Facility under our Superpriority Credit Agreement and the New LC Facility under our Superpriority Credit Agreement, in each case that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order and (d) a $44 million tranche consisting of the make-whole amount owed to the lenders under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP Term Facility”) and (2) up to $743 million under a letter of credit facility consisting of (a) $300 million made available at closing, (b) $243 million that was made available upon entry of the Final DIP Order and (c) $200 million amount of term loans outstanding under Tranche A and Tranche B of the New LC Facility under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP LC Facility” and, together with the DIP Term Facility, the “DIP Facilities”). The Final DIP Order was entered by the Bankruptcy Court on February 24, 2020. We intend to use proceeds of the DIP Facilities to, among other things: (1) pay certain fees, interest, payments and expenses related to the Chapter 11 Cases; (2) pay adequate protection payments; (3) fund our working capital needs and expenditures during the Chapter 11 proceedings; (4) fund the Carve-Out (as defined below), which accounts for certain administrative, court and legal fees payable in connection with the Chapter 11 Cases; and (5) pay fees and expenses related to the transactions contemplated by the DIP Facilities. In addition to the DIP Facilities, the RSA contemplates that, on the Effective Date, the Debtors will (1) conduct a non-backstopped equity rights offering (the “Rights Offering”) and (2) enter into new exit credit facilities (the “Exit Facilities”), as described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Accordingly, consummation of the Plan of Reorganization will require that the Debtors meet all of the conditions to completion of the Exit Facilities. The Plan of Reorganization, which remains subject to the approval of the Bankruptcy Court, provides that, among other things, on the effective date of the Plan of Reorganization (the “Effective Date”): • holders of claims arising under the DIP Credit Agreement shall be paid in full, in cash, on the Effective Date, funded from the proceeds of the Lummus Technology sale or, to the extent not paid in full from the proceeds of the Lummus Technology sale: • holders of claims arising under the DIP Term Loans (as defined in the Plan of Reorganization) other than the Make Whole Amount (as defined in the Plan of Reorganization) shall receive cash on hand and proceeds from the Exit Facilities; • holders of claims arising under the DIP Term Loans constituting the Make Whole Amount shall receive their respective pro rata shares of the term loans arising under the Make Whole Tranche (as defined in the Plan of Reorganization); and • holders of claims arising under drawn DIP Letters of Credit (as defined in the Plan of Reorganization) that have not been reimbursed in full in cash as of the Effective Date shall receive payment in full in cash. • holders of DIP Cash Secured Letters of Credit (as defined in the Plan of Reorganization) shall receive participation in the Cash Secured Exit Facility (as defined in the RSA) in amounts equal to their respective DIP Cash Secured Letter of Credit Claims (as defined in the Plan of Reorganization; provided that any such cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility Term Sheet) shall collateralize the Cash Secured LC Exit Facility); • holders of claims arising under the DIP Letters of Credit (other than the DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility in amounts equal to their respective DIP Letter of Credit Facility commitments; • holders of claims arising under the (1) 2021 LC Facility (as defined in the Plan of Reorganization), (2) the 2023 LC Facility (as defined in the Plan of Reorganization), (3) the Revolving Credit Facility (as defined in the Plan of Reorganization) and (4) the Lloyds’ LC Facility (as defined in the Plan of Reorganization) shall receive participation rights in the Roll-Off LC Exit Facility (as defined in the Plan of Reorganization) or receive their respective pro rata shares of the Secured Creditor Funded Debt Distribution (as defined in the Plan of Reorganization), depending upon the nature of such claims; • holders of claims arising under the Term Loan Facility and Credit Agreement Hedging Claims (as defined in the Plan of Reorganization) other than hedging obligations rolled into the DIP Facilities and the Exit Facilities, will receive pro rata shares of the Secured Creditor Funded Debt Distribution; • holders of claims arising under the Senior Notes will receive their pro rata shares of (a) 6% of the new common equity interests in the reorganized McDermott (the “New Common Stock”), plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment (as defined in the Plan of Reorganization ), subject to dilution on account of the New Warrants and a new Management Incentive Plan (each as defined in the RSA); and (b) the New Warrants; • holders of general unsecured claims shall either (1) have their claims reinstated or (2) be paid in full in cash; • each existing equity interest in any of the Debtors other than McDermott shall be reinstated or cancelled, released and extinguished without any distribution at the Debtors’ election and with the consent of the Required Consenting Lenders (as defined in the Plan of Reorganization); and • each existing equity interest in McDermott will be cancelled, released and extinguished without any distribution. The deadline to vote on the Plan of Reorganization was February 19, 2020, and the results of that voting continued to reflect the support of more than two-thirds of all the Debtors’ funded debt creditors. The Bankruptcy Court has set March 12, 2020 as the date for the hearing on confirmation of the Plan of Reorganization. The RSA contains certain covenants on the part of the Debtors and the Consenting Parties, including that the Consenting Parties, among other things, (1) vote in favor of the Plan of Reorganization in the Chapter 11 Cases and (2) otherwise support and take all actions that are necessary and appropriate to facilitate the confirmation of the Plan of Reorganization and consummation of the Debtors’ restructuring in accordance with the RSA. The RSA further provides that the Consenting Parties shall have the right, but not the obligation, to terminate the RSA upon the occurrence of certain events, including the failure of the Debtors to achieve certain milestones. The RSA also contemplates that, on or prior to the Effective Date, we will complete the Lummus Technology sale. In order to pursue the satisfaction of that requirement, we have entered into a Share and Asset Purchase Agreement (the “SAPA”) with a “stalking horse” bidder. The Lummus Technology sale will be subject to the approval of the Bankruptcy Court. Under the terms of the SAPA, the stalking horse bidder has agreed, absent any higher or otherwise better bid, to acquire the Lummus Technology business from us for a purchase price of $2.725 billion, subject to certain adjustments. If we receive any bids that are higher or otherwise better than the terms reflected in the SAPA, we expect to conduct an auction for the Lummus Technology business on March 9, 2020. If we consummate an alternative sale of the Lummus Technology business to any person other than the stalking horse bidder, we would be required to pay to the stalking horse bidder a break-up fee equal to 3% of the purchase price and reimburse certain expenses associated with the negotiation, drafting and execution of the SAPA. On February 24, 2020, the Bankruptcy Court approved the selection of the stalking horse bidder and the contractual protections provided to that bidder described above, as well as the bidding procedures for the ultimate sale process. The foregoing descriptions of the RSA, the Plan of Reorganization, the DIP Facilities and the SAPA are not complete and are qualified in their entirety by reference to the full text of each of those documents, copies of which are filed as exhibits to this report. These Consolidated Financial Statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in these Consolidated Financial Statements. Further, the plan of reorganization could materially change the amounts and classifications of assets and liabilities reported in these Consolidated Financial Statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of our financial condition, the defaults under our debt agreements and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists regarding our ability to continue as a going concern. We believe that, once we receive the approval of the Plan of Reorganization by the Bankruptcy Court, our successful implementation of the Plan of Reorganization and the finalization of the Lummus Technology sale, among other factors, substantial doubt regarding our ability to continue as a going concern would be alleviated . |
Reclassifications | Reclassifications Bidding and Proposal Costs— We began classifying bid and proposal costs in Cost of operations in our Statements of Operations in the second quarter of 2018, as a result of our realignment of commercial personnel within our operating groups in conjunction with the Combination. For periods reported prior to the second quarter of 2018, bid and proposal costs were included in Selling, general and administrative (“SG&A”) expenses. For the years ended December 31, 2018 and 2017, our SG&A expenses included bid and proposal expenses of $10 million and $37 million, respectively. Income (Loss) from Investments in Unconsolidated Affiliates— Our Statement of Operations for the year ended December 31, 2017 reflects the reclassification of a $12 million loss from investments in unconsolidated affiliates associated with our ongoing io Oil and Gas and Qingdao McDermott Wuchuan Offshore Engineering Company Ltd. joint ventures to Operating income to conform to our current presentation. Previously, results from these unconsolidated joint ventures were presented below Operating income, as we did not consider the activities of the unconsolidated joint ventures to be integral to our operations. Based on an expected expansion in activity of these unconsolidated joint ventures in 2018 and in the future, we now believe the activities of these unconsolidated joint ventures are integral to our ongoing operations and are most appropriately reflected in Operating income. Income (loss) from investments in unconsolidated affiliates that are not integral to our operations will continue to be presented below Operating income. See Note 10, for further discussion of our unconsolidated joint ventures. Reverse Common Stock Split— We amended our Amended and Restated Articles of Incorporation during the second quarter of 2018 to effect a three-to-one reverse stock split of McDermott common stock, effective May 9, 2018. Common stock, capital in excess of par, share and per share (except par value per share, which was not affected) information for all periods presented has been recast in these Consolidated Financial Statements to reflect the reverse stock split. Pension and Postretirement Benefit Costs — In conjunction with our adoption of Accounting Standards Update (“ASU”) 2017-07 in the first quarter of 2018, we reclassified non-service costs relating to our pension and postretirement plans from SG&A to Other non-operating income (expense) for all historical periods presented. The reclassification did not result in a material impact. Loss on Asset disposals— In the second quarter of 2019, we sold Alloy Piping Products LLC (“APP”), as discussed in Note 4, . Loss from the disposition of APP is included in Loss on asset disposals in our Consolidated Statements of Operations (our “Statements of Operations”). To conform to current period presentation, $3 million loss and $2 million gain on asset disposals presented in Other operating expense during the years ended December 31, 2018 and 2017, respectively, has been reclassified to Loss on asset disposals. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of 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 to complete each contract and the recognition of incentive fees and unapproved change orders and claims; • determination of fair value related to the embedded derivatives within the Superpriority Credit Agreement; • determination of fair value with respect to acquired assets and liabilities; • assessment of our ability to continue as a going concern; • classification of all of our long-term debt obligations, including finance lease obligations, as current as of December 31, 2019; • 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 loss contingencies, self-insurance programs and income taxes; • the determination of pension-related obligations; and • consolidation determinations with respect to our joint venture and consortium arrangements. If the underlying estimates and assumptions upon which the Consolidated Financial Statements are based change in the future, actual amounts may differ from those included in the Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition —Our revenue is primarily derived from long-term contracts with customers, and we determine the appropriate accounting treatment for each contract at inception in accordance with ASU 2014-09 (Accounting Standards Codification (“ASC”) Topic 606), . Our contracts primarily relate to: EPCI services; engineering services; construction services; pipe and steel fabrication services; engineered and manufactured products; technology licensing; and catalysts supply. An EPCI contract may also include technology licensing, and our services may be provided between or among our reportable segments. • Contracts —Our 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 fixed-price, cost-reimbursable 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 regarding the timing of revenue recognition. A contract may include technology licensing services, which may be provided between our reportable segments. • Performance Obligations— A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC Topic 606. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contract costs and related revenues are generally recognized over time as work progresses due to continuous transfer to the customer. To the extent a contract is deemed to have multiple performance obligations, we allocate the transaction price of the contract to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In addition, certain contracts may be combined and deemed to be a single performance obligation. Our EPCI contracts are generally deemed to be single performance obligations and our contracts with multiple performance obligations were not material as of December 31, 2019. • Performance Obligations Satisfied Over Time —Revenues for our contracts that satisfy the criteria for over time recognition are recognized as the work progresses. Revenues for contracts recognized over time include revenues for contracts to provide: EPCI services; engineering services; construction services; pipe and steel fabrication services; engineered and manufactured products; technology licensing; and “non-generic” catalysts supply. We measure transfer of control utilizing an input method to measure progress of the performance obligation based upon the cost-to-cost measure of progress, as it best depicts the transfer of assets to the customer, with Cost of operations including direct costs, such as materials and labor, and indirect costs that are attributable to contract activity. Under the cost-to-cost approach, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenues and is a significant factor in the accounting for such performance obligations. Significant estimates impacting the cost to complete each performance obligation are: costs of engineering, materials, components, equipment, labor and subcontracts; vessel costs; labor productivity; schedule durations, including subcontractor or supplier progress; 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. Additionally, external factors such as weather, customer requirements and other factors outside of our control, may affect the progress and estimated cost of a project’s completion and, therefore, the timing and amount of recognition of revenues and income. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates, which could result in material changes to our consolidated financial statements and related disclosures. See Note 5, Revenue Recognition, for further discussion. • Performance Obligation Satisfied at a Point-in-Time Method —Contracts with performance obligations that do not meet the criteria to be recognized over time are required to be recognized at a point in time, whereby revenues and gross profit are recognized only when a performance obligation is complete and a customer has obtained control of a promised asset. Revenues for contracts recognized at a point in time include our “generic” catalysts supply and certain manufactured products (which are recognized upon shipment) and certain non-engineering and non-construction oriented services (which are recognized when the services are performed). In determining when a performance obligation is complete for contracts with revenues recognized at a point in time, we measure transfer of control considering physical possession of the asset, legal transfer of title, significant risks and rewards of ownership, customer acceptance and our rights to payment. See Note 5, Revenue Recognition, for further discussion. • Remaining Performance Obligations (“RPOs”) ―RPOs r epresent the amount of revenues we expect to recognize in the future from our contract commitments on projects. RPOs include the entire expected revenue values for joint ventures we consolidate and our proportionate value for consortiums we proportionately consolidate. We do not include expected revenues of contracts related to unconsolidated joint ventures in our RPOs, except to the extent of any subcontract awards we receive from those joint ventures. Currency risks associated with RPOs which are not mitigated within the contracts are generally mitigated with the use of foreign currency derivative (hedging) instruments, when deemed significant. However, these actions may not eliminate all currency risk exposure included within our long-term contracts. RPOs may not be indicative of future operating results, and projects included in RPOs may be cancelled, modified or otherwise altered by customers. See Note 5 , Revenue Recognition, for further discussion. • Variable Consideration― Transaction prices for our contracts may include variable consideration, which includes increases to transaction prices for approved and unapproved change orders, claims, incentives and bonuses, and reductions to transaction price for liquidated damages or penalties. Change orders, claims and incentives are generally not distinct from the existing contracts due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determinations of whether to include estimated amounts in transaction prices are based largely on assessments of our anticipated performance and all information (historical, current and forecasted) reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenues on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. See Note 5, Revenue Recognition, for further discussion. • Loss Recognition ―Revenues from customers may not cover increases in our costs or our total estimated costs. It is possible that current estimates could materially change for various reasons. For all contracts, if a current estimate of total contract cost indicates a loss, the projected loss is recognized in full immediately and reflected in Cost of operations in the Statements of Operations. It is possible that these estimates could change due to unforeseen events, which could result in adjustments to overall contract revenues and costs. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year. In our Consolidated Balance Sheets (our “Balance Sheets”), accruals of provisions for estimated losses on all active uncompleted projects are included in Advance billings on contracts. See Note 5, Revenue Recognition, for further discussion. • Accounts Receivable and Contract Balances ―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 the services are provided or products are shipped. • Accounts Receivable ―Any uncollected billed amounts for our performance obligations recognized over time, including contract retainages to be collected within one year, are recorded within Accounts receivable-trade, net. Any uncollected billed amounts, unbilled receivables for which we have an unconditional right to payment, and unbilled receivables for our performance obligations recognized at a point in time are also recorded within Accounts receivable-trade, net. Contract retainages to be collected beyond one year are recorded within Accounts receivable—long-term retainages. We establish allowances for doubtful accounts based on our assessments of collectability. See Note 8, Accounts Receivable, for further discussion. • Contracts in Progress —Projects with performance obligations recognized over time that have revenues recognized to date in excess of cumulative billings are reported within Contracts in progress on our Balance Sheets. We expect to invoice customers for all unbilled revenues, and our payment terms are generally for less than 12 months upon billing. Our contracts typically do not include a significant financing component. • Advance Billings on Contracts —Projects with performance obligations recognized over time that have cumulative billings in excess of revenues are reported within Advance billings on contracts on our Balance Sheets. Our Advance billings on contracts balance also includes our accruals of provisions for estimated losses on all active projects. |
Concentration of Credit Risk | Concentration of Credit Risk —Our principal customers are businesses in the oil and gas exploration and development, petrochemical, natural resources and power industries. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic or other conditions. In addition, we and many of our customers operate worldwide and are therefore exposed to risks associated with the economic and political forces of various countries and geographic areas. We generally do not obtain any collateral for our receivables. See Note 24, , for additional information about our operations in different geographic areas. |
Bidding and Proposal Costs | Bidding and Proposal Costs ―Bidding and proposal costs are generally charged to Cost of operations as incurred, but in certain cases their recognition may be deferred if specific probability criteria are met. We had no significant deferred bidding and proposal costs at December 31, 2019. |
Transaction Costs | Transaction Costs —Transaction costs in 2019 primarily related to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. |
Restructuring and Integration Costs | Restructuring and Integration Costs —Restructuring and integration costs primarily relate to the costs to achieve our combination profitability initiative (“CPI”). See Note 12, for further discussion. |
Stock-Based Compensation | Stock-Based Compensation —Equity instruments are measured at fair value on the grant date. Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards. We use a Black-Scholes model to determine the fair value of certain share-based awards, such as stock options. Additionally, we use a Monte Carlo model to determine the fair value of certain share-based awards that contain market and performance-based conditions. The use of these models requires highly subjective assumptions, such as assumptions about the expected life of the award, vesting probability, expected dividend yield and the volatility of our stock price. See Note 19, for additional information. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash —Our cash and cash equivalents are highly liquid investments with maturities of three months or less when we purchase them. We record cash and cash equivalents as restricted when we are unable to freely use such cash and cash equivalents for our general operating purposes. A majority of our restricted cash and cash equivalents serves as cash collateral deposits for our letter of credit facilities, as further discussed in Note 13, . |
Leases | Leases —We classify an arrangement as a lease at inception if we have the right to control the use of an identified asset we do not legally own for a period of time in exchange for consideration. In general, leases with an initial term of 12 months or less are not recorded on our Balance Sheet unless it is reasonably certain we will renew the lease. All leases with an initial term of more than 12 months, whether classified as operating or finance, are recorded on our Balance Sheets based on the present value of lease payments over the lease term, determined at lease commencement. Determination of the present value of lease payments requires a discount rate. We use the implicit rate in the lease agreement when available. Most of our leases do not provide an implicit interest rate; therefore, we use an incremental borrowing rate based on information available at the commencement date. Our lease terms may include options to extend or terminate the lease. Lease expense for operating leases and the amortization of the right-of-use asset for finance leases are recognized on a straight-line basis over the lease terms, in each case taking into account such option when it is reasonably certain we will exercise that option. We have lease agreements with lease and non-lease components, which are generally accounted for separately for all leases other than leases at our construction project sites. Non-lease components included in assets and obligations under operating leases are not material to our consolidated financial statements. For our joint ventures, consortiums and other collaborative arrangements (referred to as “joint ventures” and “consortiums”), the right-of-use asset and lease obligations are generally recognized by the party that enters into the lease agreement, which could be the joint venture directly, one of our joint venture members or us. We have recognized our proportionate share of leases entered into by our joint ventures, where the joint venture has the right to control the use of an identified asset. |
Property, Plant and Equipment | Property, Plant and Equipment —We carry our property, plant and equipment at depreciated cost. Except for major marine vessels, we depreciate our property, plant and equipment using the straight-line method, over the estimated economic useful lives of three to 46 years for buildings and three to 28 years for machinery and equipment. We do not depreciate property, plant and equipment classified as held for sale. See Note 11, for disclosure of the components of property, plant and equipment. We depreciate major marine vessels using the units-of-production method based on the utilization of each vessel. Our units-of-production method of depreciation involves the calculation of depreciation expense on each vessel based on the product of actual utilization for the vessel for the period and the applicable daily depreciation value (which is based on vessel book value, standard utilization and vessel life) for the vessel. Our actual utilization is determined based on the actual days that the vessel was working or otherwise actively engaged (other than in transit between regions) under a contract, as determined by daily vessel operating reports prepared by the crew of the vessel. Our standard utilization is determined by vessel at least annually based on recent actual utilization combined with an expectation of future utilization, both of which allow for idle time. In periods of very low utilization, a minimum amount of depreciation expense of at least 25% of an equivalent straight-line depreciation expense (which is based on an initial 25-year life) is recorded. We capitalize drydocking costs in other current assets and other assets when incurred and amortize the costs over the period of time between two drydock periods, which is generally five years. We expense the costs of other maintenance, repairs and renewals, which do not materially prolong useful life of an asset, as we incur them. |
Goodwill | Goodwill —Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the Combination. Goodwill is not amortized, but instead is reviewed for impairment at least annually at a reporting unit level, absent any interim indicators of impairment. Interim testing for impairment is performed if indicators of potential impairment exist. We perform our annual impairment assessment on October 1 of each year. 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, we measure the impairment by comparing the carrying value of the reporting unit to its 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. 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 3, Business Combination, Goodwill and Other Intangible Assets |
Intangible and Other Long-Lived Assets | Intangible and Other Long-Lived Assets —Our finite-lived intangible assets resulted from the Combination and are amortized over their estimated remaining useful economic lives. Our project-related intangible assets are amortized as the applicable projects progress, customer relationships are amortized utilizing an accelerated method based on the pattern of cash flows expected to be realized, taking into consideration expected revenues and customer attrition, and our other intangibles are amortized utilizing a straight-line method. We review tangible assets and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. If a recoverability assessment is required, the estimated future undiscounted cash flow associated with the asset or asset group will be compared to its respective carrying amount to determine if an impairment exists. If the asset or asset group fails the recoverability test, we will perform a fair value measurement to determine and record an impairment charge. See Note 3, Business Combination Goodwill and Other Intangible Assets, Fair Value Measurements, |
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. |
Derivative Financial Instruments | Derivative Financial Instruments —We utilize derivative financial instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below. • Foreign Currency Rate Derivatives — 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 apply hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses are included in AOCI until the associated underlying operating exposure impacts our earnings, at which time the impact of the hedge is recorded within the Statement of Operations line item associated with the underlying exposure. Changes in the fair value of instruments that we do not designate as cash flow hedges are recognized in the Statement of Operations line item associated with the underlying exposure. • Interest Rate Derivatives — On May 8, 2018, we entered into a U.S. dollar interest rate swap arrangement to mitigate exposure associated with cash flow variability on the Term Facility in an aggregate notional value of $1.94 billion. The swap arrangement had been designated as a cash flow hedge. As of December 31, 2019, in light of the circumstances described in “— Basis of Presentation,” we believe that our hedged forecasted transaction is not probable to occur and as such, our hedge accounting has ceased and our previously recognized unrealized losses in AOCI of approximately $67 million have been reclassified into the interest expense in our Statement of Operations for the year ended December 31, 2019. See Note 16, Fair Value Measurements Derivative Financial Instruments, |
Joint Venture and Consortium Arrangements | Joint Venture and Consortium Arrangements — In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (referred to as “joint ventures” and “consortiums”). We have various ownership interests in these joint ventures and consortiums, with such ownership typically proportionate to our decision making and distribution rights. The joint ventures and consortiums generally contract directly with their third-party customers; however, services may be performed directly by the joint ventures and consortium, us, our co-venturers, or a combination thereof. Joint ventures and consortium net assets consist primarily of working capital and property and equipment, and assets may be restricted from use for obligations outside of the joint venture or consortiums. These joint ventures and consortiums typically have limited third-party debt or have debt that is non-recourse in nature. They may provide for capital calls to fund operations or require participants in the joint venture or consortiums to provide additional financial support, including advance payment or retention letters of credit. Each joint venture or consortium is assessed at inception and on an ongoing basis as to whether it qualifies as a Variable Interest Entity (“VIE”) under the consolidations guidance in ASC Topic 810, Consolidations If at any time a joint venture or consortium 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 joint venture or consortium is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the joint venture or consortium, it is consolidated. If we determine we are not the primary beneficiary of the VIE or only have the ability to significantly influence, rather than control the joint venture or consortium, it is not consolidated. We account for unconsolidated joint ventures and consortium arrangements using either (1) proportionate consolidation for both the Balance Sheet and Statement of Operations when we meet the applicable accounting criteria to do so, or (2) the equity method. For incorporated unconsolidated joint ventures and consortiums where we utilize the equity method of accounting, we record our share of the profit or loss of the investments, net of income taxes, in the Statements of Operations. Results from unconsolidated joint ventures that are deemed to be integral to our operations are recorded within Income (loss) from investments in unconsolidated affiliates in the Statements of Operations, and results from any other joint ventures are recorded within Non-operating loss from investments in unconsolidated affiliates in the Statements of Operations. We evaluate our equity method investments for impairment when events or changes in circumstances indicate the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, we compare the estimated fair value of our investment to the carrying value of our investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and we consider the decline in value to be other-than-temporary, the excess of the carrying value over the estimated fair value is recognized in the Consolidated Financial Statements as an impairment. See Note 10, Joint Venture and Consortium Arrangements, |
Insurance and Self-Insurance | Insurance and Self-Insurance —Our wholly owned “captive” insurance subsidiaries provide coverage for our retentions under employer’s liability, general and products liability, automobile liability and workers’ compensation insurance and, from time to time, builder’s risk and marine hull insurance within certain limits. We may also have business reasons in the future to arrange for our insurance subsidiaries to insure other risks which we cannot or do not wish to transfer to outside insurance companies. Premiums charged and reserves related to these insurance programs are based on the facts and circumstances specific to the insurance claims, our past experience with similar claims, loss factors and the performance of the outside insurance market for the type of risk at issue. The actual outcome of insured claims could differ significantly from estimated amounts. We maintain actuarially determined accruals in our Consolidated Balance Sheets to cover self-insurance retentions for the coverages discussed above. These accruals are based on various assumptions developed utilizing historical data to project future losses. Loss estimates in the calculation of these accruals are adjusted as required based upon reported claims, actual claim payments and settlements and claim reserves. These loss estimates and accruals recorded in our Consolidated Financial Statements for claims have historically been reasonably accurate. Claims as a result of our operations, if greater in frequency or severity than actuarially predicted, could adversely impact the ability of our captive insurance subsidiaries to respond to all claims presented. |
Pension and Postretirement Benefit Plans | Pension and Postretirement Benefit Plans —We have both defined benefit (funded and unfunded) and defined contribution plans. For the defined benefit plans, a projected benefit obligation is calculated annually by independent actuaries using the unit credit method. We recognize actuarial gains and losses on pension and postretirement benefit plans immediately in our operating results. These gains and losses are generally measured annually, as of December 31, and, accordingly, will normally be recorded during the fourth quarter, unless an earlier remeasurement is required. Should actual experience differ from actuarial assumptions, the projected pension benefit obligation and net pension cost and accumulated postretirement benefit obligation and postretirement benefit cost would be affected in future years. Pension costs primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, offset by expected return on plan assets. We estimate income or expense related to our pension and postretirement benefit plans based on actuarial assumptions, including assumptions regarding discount rates and expected returns on plan assets, adjusted for current period actuarial gains and losses. We determine our discount rate based on a review of published financial data and discussions with our third-party actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension obligations. Based on historical data and discussions with our investment consultant, we determine our expected return on plan assets, utilizing the expected long-term rate of return on our plan assets and the market value of our plan assets. The expected long-term rate of return is based on the expected return of the various asset classes held in the plan, weighted by the target allocation of the plan’s assets. Changes in these assumptions can result in significant changes in our estimated pension income or expense and our consolidated financial condition. We revise our assumptions annually based on changes in current interest rates, return on plan assets and the underlying demographics of our workforce. These assumptions are reasonably likely to change in future periods and may have a material impact on our future earnings. See Note 15, Pension and Postretirement Benefits, For defined contribution plans, we make employer contributions pursuant to the terms of those plans. The employer contributions are recognized as employee benefit expense when due. |
Loss Contingencies | Loss Contingencies —We record liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed by a material amount the recorded provision or if the loss is not reasonably estimable but is expected to be material to our financial results. We are currently involved in litigation and other proceedings, as discussed in Note 23, . We have accrued our estimates of the probable losses associated with these matters, and associated legal costs are generally recognized as incurred. However, our losses are typically resolved over long periods of time and are often difficult to estimate due to various factors, including the possibility of multiple actions by third parties. Therefore, it is possible future earnings could be affected by changes in our estimates related to these matters. |
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 bases using currently enacted income tax rates for the years in which the differences are expected to reverse. We provide for income taxes based on the tax laws and rates in the countries in which we conduct our operations. McDermott International, Inc. is a Panamanian corporation that earns all of its income outside of Panama. As a result, we are not subject to income tax in Panama. During 2018, following the Combination, McDermott became a U.K. tax resident. We operate in numerous taxing jurisdictions around the world. Each of these jurisdictions has a regime of taxation that varies, not only with respect to statutory rates, but also with respect to the basis on which these rates are applied. These variations, along with changes in our mix of income or loss from these jurisdictions, may contribute to shifts, sometimes significant, in our effective tax rate. On a periodic and ongoing basis, we evaluate our net DTAs (including our NOL DTAs) and assess the appropriateness of our VAs. A VA is provided to offset any net DTAs if, based on 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 on our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. In assessing the need for a VA, we consider both positive and negative evidence related to the likelihood of realization of the DTAs. If, based on the weight of available evidence, our assessment indicates it is more likely than not a DTA will not be realized, we record a VA. Our assessments include, among other things, the amount of taxable temporary differences which will result in future taxable income, evaluations of existing and anticipated market conditions, analysis of recent and historical operating results (including cumulative losses over multiple periods) and projections of future results, strategic plans and alternatives for associated operations, as well as asset expiration dates, where applicable. 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 we have received tax assessments. We continually review our exposure to additional income tax obligations and, as further information becomes known or events occur, changes in our tax, interest and penalty reserves may be recorded within income tax expense. See Note 18, Income Taxes, |
Preferred Stock | Preferred Stock— We issued Redeemable Preferred Stock and Series A Warrants in a private placement in 2018 (See Note 21, , for further discussion). Total net consideration, after deduction for direct issuance costs, was allocated to the Redeemable Preferred Stock and the Series A Warrants based on their relative fair value. We may redeem the Redeemable Preferred Stock at any time, and the Redeemable Preferred Stock is contingently redeemable at the option of the holders after seven years or upon a change of control. As a result of the holders’ contingent redemption rights that are outside of our control, our Redeemable Preferred Stock is classified outside of stockholders’ equity in the mezzanine section of our Balance Sheet. As the holders’ redemption option is only subject to passage of time, the carrying value of the Redeemable Preferred Stock is accreted to its redemption value using the effective interest method from the date of issuance through the earliest assumed date of redemption. Accretion and accrued dividends are treated as a reduction to the calculation of net income attributable to common shareholders. We record a liability for dividends in the period they are declared. In conjunction with the private placement, we also issued Series A Warrants to purchase a number of shares of our common stock. Our Series A Warrants are considered standalone financial instruments and are recorded within stockholder’s equity. Equity classified Series A Warrants are recognized based on the allocated consideration on the date of issuance, recorded in Capital in excess of par value and not re-measured. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance Leases —In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02 . This ASU requires entities that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. We adopted this ASU effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. We elected to apply certain practical expedients allowed upon the adoption of this ASU, which, among other things, allowed us to: not reassess whether any expired or existing contracts contain leases; carry forward the historical lease classification; and not have to reassess any initial direct cost of any expired or existing leases. Adoption of the new standard resulted in the recording of Operating lease right-of-use assets, Current portion of long-term lease obligations and Long-term lease obligations of approximately $424 million, $101 million and $342 million, respectively, as of January 1, 2019. The adoption of this ASU did not have a material impact on our Statement of Operations, Consolidated Statement of Cash Flows (“Statement of Cash Flows”) or the determination of compliance with financial covenants under our current debt agreements. See Note 14, Lease Obligations Income Taxes —In January 2018, the FASB issued ASU 2018-02, . This ASU gives entities the option to reclassify to retained earnings the tax effects resulting from the U.S. Tax Cuts and Jobs Act related to items in AOCI that the FASB refers to as having been stranded in AOCI. We adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material impact on the Consolidated Financial Statements and related disclosures. Derivatives— In August 2017, the FASB issued ASU No. 2017-12, . This ASU includes financial reporting improvements related to hedging relationships to better report the economic results of an entity’s risk management activities in its financial statements. Additionally, this ASU makes certain improvements to simplify the application of the hedge accounting guidance. We adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material impact on the Consolidated Financial Statements. See Note 17 , for related disclosures. In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging: Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes Derivative Financial Instruments |
Accounting Guidance Issued But Not Adopted | Accounting Guidance Issued but Not Adopted as of December 31, 2019 Financial Instruments —In June 2016, the FASB issued ASU 2016-13, . This ASU will require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. A valuation account, allowance for credit losses, will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This ASU is effective for interim and annual periods beginning after December 15, 2019. We are adopting the new standard effective January 1, 2020. We are currently finalizing our methodology, process and controls associated with estimating expected credit losses as prescribed in ASU 2016-13. Based on our developed method, which considers historical credit losses and the probability of default for relevant counterparties, the overall impact of the adoption of ASC 326 is not expected to have a material impact on our future consolidated financial statements and related disclosures. Defined Benefit Pension Plans —In August 2018, the FASB issued ASU No. 2018-14, — — — . This ASU eliminates, modifies and adds disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. We are evaluating the impact of the new guidance on our future disclosures. Consolidation —In October 2018, the FASB issued ASU No. 2018-17, . This ASU amends the guidance for determining whether a decision-making fee is a variable interest, which requires companies to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety. The ASU is effective for annual and interim periods beginning after December 15, 2019. We are adopting the new standard effective January 1, 2020. The adoption of this ASU is not expected to have a material impact on our future consolidated financial statements and related disclosures Collaborative Arrangements —In November 2018, the FASB issued ASU No. 2018-18, . This ASU clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. This ASU is effective for interim and annual periods beginning after December 15, 2019. We are adopting the new standard effective January 1, 2020. The adoption of this ASU is not expected to have a material impact on our future consolidated financial statements and related disclosures. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Consideration | Purchase Consideration ―We completed the Combination for a gross purchase price of approximately $4.6 billion ($4.1 billion net of cash acquired), detailed as follows (in millions, except per share amounts): (In millions, except per share amounts) CB&I shares for Combination consideration 103 Conversion Ratio: 1 CB&I share = 0.82407 McDermott shares 85 McDermott stock price on May 10, 2018 19.92 Equity Combination consideration transferred $ 1,684 Fair value of converted awards earned prior to the Combination 9 Total equity Combination consideration transferred 1,693 Cash consideration transferred 2,872 Total Combination consideration transferred 4,565 Less: Cash acquired (498) Total Combination consideration transferred, net of cash acquired $ 4,067 |
Summary of Preliminary Purchase Price Allocation | The following summarizes our final purchase price allocation at the Combination Date (in millions): May 10, 2018 Net tangible assets: Cash $ 498 Accounts receivable 791 Inventory 111 Contracts in progress 272 Assets held for sale (1) 70 Other current assets 272 Investments in unconsolidated affiliates (2) 426 Property, plant and equipment 396 Other non-current assets 127 Accounts payable (499 ) Advance billings on contracts (3) (2,410 ) Deferred tax liabilities (16 ) Other current liabilities (1,237 ) Other non-current liabilities (453 ) Noncontrolling interest 14 Total net tangible liabilities (1,638 ) Project-related intangible assets/liabilities, net (4) 150 Other intangible assets (5) 1,063 Net identifiable liabilities (425 ) Goodwill (6) 4,990 Total Combination consideration transferred 4,565 Less: Cash acquired (498 ) Total Combination consideration transferred, net of cash acquired $ 4,067 (1) (2) Investments in unconsolidated affiliates includes a fair value adjustment of $ million associated with the Combination. Approximately $ million of the fair value adjustment is attributable to the basis difference between McDermott’s investment and the underlying equity in identifiable assets of unconsolidated affiliates and will be amortized to Investment in unconsolidated affiliates-related amortization over a range of two to 30 years based on the life of assets to which the basis difference is attributed. (3) Advance billings on contracts (4) Project (5) Other intangible assets are reflected in the table below and recorded at estimated fair value, as determined by our management, based on available information, which includes final valuations prepared by external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. May 10, 2018 Fair value Useful Life Range Weighted Average Useful Life (In millions) Process technologies $ 511 10-30 27 Trade names 400 10-20 12 Customer relationships 126 4-11 10 Trademarks 26 10 10 Total $ 1,063 (6) Goodwill and Other Intangible Assets |
Schedule of Other Intangible Assets | (5) Other intangible assets are reflected in the table below and recorded at estimated fair value, as determined by our management, based on available information, which includes final valuations prepared by external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. May 10, 2018 Fair value Useful Life Range Weighted Average Useful Life (In millions) Process technologies $ 511 10-30 27 Trade names 400 10-20 12 Customer relationships 126 4-11 10 Trademarks 26 10 10 Total $ 1,063 |
Summary of Pro Forma Financial Information | Further, the pro forma financial information does not purport to project the future operating results of the combined business operations following the Combination. Year ended December 31, 2018 (1) 2017 (1) (In millions, except per share amounts) Pro forma revenue $ 9,208 $ 9,658 Net (loss) income attributable to common stockholders (2,523 ) (1,189 ) Pro forma net loss per share attributable to common stockholders Basic $ (13.94 ) $ (6.57 ) Diluted $ (13.94 ) $ (6.57 ) Basic (2) 181 181 Diluted 181 181 (1) 2018 — 2017 — These pro forma results exclude the effect of adjustments to the opening balance sheet associated with fair value purchase accounting estimates. (2) The effects of restricted stock, warrants and redeemable preferred stock were not included in the calculation of diluted earnings per share for 2018 and 2017, due to the net losses in those periods. |
ACQUISITION AND DISPOSITION T_2
ACQUISITION AND DISPOSITION TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition And Disposition Transactions [Abstract] | |
Summary of Loss on APP Sale Included in Loss on Asset Disposals | Loss on the APP sale is included in Loss on asset disposals in our Statement of Operations and is summarized as follows: (In millions) Assets Inventory $ 69 Property and equipment 25 Goodwill 90 Other assets 11 Assets sold $ 195 Liabilities Accounts payable $ 8 Other liabilities 3 Liabilities sold $ 11 Net assets sold $ 184 Sale proceeds (net of transaction costs of $2) 83 Loss on net assets sold $ 101 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Summary of RPOs by Segment | Our RPOs by segment were as follows: December 31, 2019 December 31, 2018 (Dollars in millions) NCSA $ 7,070 38 % $ 5,649 52 % EARC 3,415 18 % 1,378 12 % MENA 6,047 33 % 1,834 17 % APAC 1,487 8 % 1,420 13 % Technology 619 3 % 632 6 % Total $ 18,638 100 % $ 10,913 100 % |
Summary of RPOs Expected Revenue Recognition | Of the December 31, 2019 RPOs, we expect to recognize revenues as follows: 2020 2021 Thereafter (In millions) Total RPOs $ 9,512 $ 4,959 $ 4,167 |
Summary of Revenue by Product Offering, Contract Types and Revenue Recognition Methodology | Our revenue by product offering, contract types and revenue recognition methodology was as follows: Year ended December 31, 2019 (2) 2018 (2) 2017 (2) (In millions) Revenue by product offering: Offshore and subsea $ 2,845 $ 2,289 $ 2,985 LNG 1,445 1,309 - Downstream (1) 3,173 2,224 - Power 968 883 - $ 8,431 $ 6,705 $ 2,985 Revenue by contract type: Fixed price $ 6,835 $ 5,239 $ 2,895 Reimbursable 926 1,004 - Hybrid 485 260 - Unit-basis and other 185 202 90 $ 8,431 $ 6,705 $ 2,985 Revenue by recognition methodology: Over time $ 8,283 $ 6,628 $ 2,985 At a point in time 148 77 - $ 8,431 $ 6,705 $ 2,985 (1) (2) |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the totals of such amounts shown in the Consolidated Statements of Cash Flows. 2019 2018 (In millions) Cash and cash equivalents $ 800 $ 520 Restricted cash and cash equivalents (1) 393 325 Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows $ 1,193 $ 845 (1) Debt |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade Receivable Balances | Our trade receivable balances at December 31, 2019 and 2018 included the following: December 31, 2019 2018 (In millions) Contract receivables (1) $ 969 $ 794 Retainages (2) 148 155 Less allowances (30 ) (17 ) Accounts receivable — $ 1,087 $ 932 (1) (2) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill by Reporting Segment | The changes in the carrying amount of goodwill by reporting units, which represent our reporting segments, for 2019 were as follows: NCSA EARC MENA Technology Total (In millions) Balance as of December 31, 2018 (1) $ 1,041 $ 421 $ 46 $ 1,146 $ 2,654 Adjustments to finalize purchase accounting estimates (2) 160 - 4 4 168 Allocation to APP disposition (90 ) - - - (90 ) Currency translation adjustments - (5 ) - (11 ) (16 ) Goodwill impairment (1,111 ) (319 ) - - (1,430 ) Balance as of December 31, 2019 $ - $ 97 $ 50 $ 1,139 $ 1,286 (1) As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. (2) Our purchase accounting allocation was finalized in the second quarter of 2019. See Note 3, Business Combination, |
Schedule of Key Assumptions Used in Deriving Reporting Units Fair Value | Key assumptions used in deriving the reporting units’ fair values in our interim quantitative impairment assessment Discount rate Compound annual growth rate Terminal growth rate NCSA 33.0 % 29 % 2 % EARC 33.5 % 46 % 2 % MENA 34.0 % 17 % 2 % Technology 15.0 % 8 % 2 % |
Schedule of Intangible Assets | Our other intangible assets at December 31, 2019 and 2018, including the December 31, 2019 weighted-average useful lives, were as follows: December 31, 2019 December 31, 2018 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In years) (In millions) Process technologies 27 $ 509 $ (36 ) $ 473 $ 514 $ (14 ) $ 500 Trade names 13 212 (31 ) 181 401 (23 ) 378 Customer relationships 10 123 (47 ) 76 129 (23 ) 106 Trademarks 10 26 (5 ) 21 27 (2 ) 25 Total (1) 21 $ 870 $ (119 ) $ 751 $ 1,071 $ (62 ) $ 1,009 (1) The decrease in other intangible assets during 2019 primarily related to an impairment charge of $159 million, amortization expense of $87 million, intangible assets allocated to the disposition of APP and the impact of foreign currency translation, partially offset by an increase of approximately $6 million due to the acquisition of the assets of Siluria, discussed in Note 4, Acquisition and Disposition Transactions Our project-related intangibles at December 31, 2019 and 2018, including the December 31, 2019 weighted-average useful lives, were as follows: December 31, 2019 December 31, 2018 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In years) (In millions) Project-related intangible assets 4 $ 246 $ (198 ) $ 48 $ 259 $ (122 ) $ 137 Project-related intangible liabilities 2 (109 ) 99 (10 ) (109 ) 43 (66 ) Total (1) $ 137 $ (99 ) $ 38 $ 150 $ (79 ) $ 71 (1) The decrease in project-related intangible assets during 2019 primarily related to net amortization expense of $34 million, impairment of $3 million and the impact of foreign currency translation. Net a |
JOINT VENTURE AND CONSORTIUM _2
JOINT VENTURE AND CONSORTIUM ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summarized Balance Sheet Information for Proportionately Consolidated Consortiums | The following table presents summarized balance sheet information for our share of our proportionately consolidated consortiums: December 31, 2019 December 31, 2018 (In millions) Current assets (1) $ 529 $ 299 Non-current assets 6 10 Total assets $ 535 $ 309 Current liabilities $ 671 $ 992 ( 1 ) — , |
Summarized Balance Sheet Information for Proportionately Consolidated Collaborative Arrangement | The following table presents summarized balance sheet information for our share of that proportionately consolidated collaborative arrangement: December 31, 2019 (In millions) Current assets $ 180 Non-current assets - Total assets $ 180 Current liabilities $ 175 The components of property, plant and equipment, other current assets, and other current and non-current liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 (In millions) Property, plant and equipment Marine vessels $ 1,723 $ 1,686 Construction and other equipment 643 704 Buildings 296 292 Company equipment under construction 204 99 Assets under finance lease 59 75 Land 39 41 Other 282 185 Total property, plant and equipment 3,246 3,082 Accumulated depreciation (1) (1,117 ) (1,015 ) Property, plant and equipment, net $ 2,129 $ 2,067 Accrued liabilities Accrued contract costs $ 767 $ 796 Advances from equity method and proportionally consolidated joint ventures and consortiums (2) 124 148 Income taxes payable 70 69 Accrued interest payable 126 32 Other accrued liabilities (3) 571 519 Accrued liabilities $ 1,658 $ 1,564 Other non-current liabilities Pension, post-retirement medical and other employee benefit obligations $ 338 $ 324 Self-insurance reserve 76 80 Income tax reserves 84 86 Other (4) 285 174 Other non-current liabilities $ 783 $ 664 (1) Our depreciation expense was approximately $128 million, $115 million and $93 million in 2019, 2018 and 2017, respectively. For a discussion relating to impairments of marine-vessel-related property, plant and equipment, see Note 16, Fair Value Measurements ( 2 ) Joint Venture and Consortium Arrangements ( 3 ) (4) Includes $129 million in 2019 and $17 million in 2018 associated with accrued liabilities incurred in connection with the Amazon Modification Agreements, as defined in Note 14, Lease Obligations . |
Summarized Balance Sheet Information for Consolidated Joint Ventures | The following table presents summarized balance sheet information for our consolidated joint ventures, including other consolidated joint ventures that are not individually material to our financial results: December 31, 2019 December 31, 2018 (In millions) Current assets $ 39 $ 102 Non-current assets 16 15 Total assets $ 55 $ 117 Current liabilities $ 120 $ 138 |
SUPPLEMENTAL BALANCE SHEET DE_2
SUPPLEMENTAL BALANCE SHEET DETAIL (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summarized Balance Sheet Information for Proportionately Consolidated Collaborative Arrangement | The following table presents summarized balance sheet information for our share of that proportionately consolidated collaborative arrangement: December 31, 2019 (In millions) Current assets $ 180 Non-current assets - Total assets $ 180 Current liabilities $ 175 The components of property, plant and equipment, other current assets, and other current and non-current liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 (In millions) Property, plant and equipment Marine vessels $ 1,723 $ 1,686 Construction and other equipment 643 704 Buildings 296 292 Company equipment under construction 204 99 Assets under finance lease 59 75 Land 39 41 Other 282 185 Total property, plant and equipment 3,246 3,082 Accumulated depreciation (1) (1,117 ) (1,015 ) Property, plant and equipment, net $ 2,129 $ 2,067 Accrued liabilities Accrued contract costs $ 767 $ 796 Advances from equity method and proportionally consolidated joint ventures and consortiums (2) 124 148 Income taxes payable 70 69 Accrued interest payable 126 32 Other accrued liabilities (3) 571 519 Accrued liabilities $ 1,658 $ 1,564 Other non-current liabilities Pension, post-retirement medical and other employee benefit obligations $ 338 $ 324 Self-insurance reserve 76 80 Income tax reserves 84 86 Other (4) 285 174 Other non-current liabilities $ 783 $ 664 (1) Our depreciation expense was approximately $128 million, $115 million and $93 million in 2019, 2018 and 2017, respectively. For a discussion relating to impairments of marine-vessel-related property, plant and equipment, see Note 16, Fair Value Measurements ( 2 ) Joint Venture and Consortium Arrangements ( 3 ) (4) Includes $129 million in 2019 and $17 million in 2018 associated with accrued liabilities incurred in connection with the Amazon Modification Agreements, as defined in Note 14, Lease Obligations . |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument [Line Items] | |
Summary of Long-Term Debt Obligations | The carrying values of our long-term debt obligations are as follows: December 31, 2019 2018 (In millions) Current Revolving credit facility $ 801 $ - New Term Facility $ 746 $ - Term Facility 2,220 23 10.625% senior notes 1,300 - Structured equipment financing 32 - North Ocean 105 construction financing 8 8 Less: unamortized debt issuance costs - (1 ) Current debt, net of unamortized debt issuance costs 4,306 30 Long-term Term Facility $ - $ 2,243 10.625% senior notes - 1,300 North Ocean 105 construction financing - 16 Less: current maturities of long-term debt - (30 ) Less: unamortized debt issuance costs - (136 ) Long-term debt, net of unamortized debt issuance costs $ - $ 3,393 |
Schedule of Minimum Adjusted Earnings Before Interest Taxes Depreciation and Amortization | Test Period End Date Adjusted EBITDA (In millions) December 31, 2019 $ 430 March 31, 2020 470 June 30, 2020 530 September 30, 2020 880 December 31, 2020 960 March 31, 2021 1,090 June 30, 2021 1,210 |
Summary of Future Scheduled Maturities of the Term Facility | The future scheduled maturities of the Term Facility are: (In millions) 2020 $ 23 2021 23 2022 23 2023 23 2024 23 Thereafter 2,105 $ 2,220 |
Summary of Redemption Prices Expressed as Percentage | However, at any time or from time to time on or after May 1, 2021, we may redeem the Senior Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Senior Notes to be redeemed) set forth below, together with accrued and unpaid interest to (but excluding) the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on May 1 of the years indicated: Year Optional redemption price 2021 105.313 % 2022 102.656 % 2023 and thereafter 100.000 % |
Schedule of Uncommitted Bilateral Credit Facilities and Surety Bond Arrangements | Uncommitted Facilities —We are party to a number of short-term uncommitted bilateral credit facilities and surety bond arrangements (the “Uncommitted Facilities”) across several geographic regions, as follows: December 31, 2019 December 31, 2018 Uncommitted Line Capacity Utilized Uncommitted Line Capacity Utilized (In millions) Bank Guarantee and Bilateral Letter of Credit (1) $ 1,842 $ 1,293 $ 1,669 $ 1,060 Surety Bonds (2) 835 601 842 475 (3) (4) We also continue to maintain guarantees on behalf of CB&I’s former Capital Services Operations business and we are entitled to an indemnity from CSVC for the surety bonds and guarantees |
DIP Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
Schedule of Minimum Adjusted Earnings Before Interest Taxes Depreciation and Amortization | Test Period End Date Adjusted EBITDA (In millions) June 30, 2020 230 September 30, 2020 410 December 31, 2020 640 |
Schedule of Maximum Project Charges | Test Period End Date Maximum Project Charges (In millions) December 31, 2019 260 March 31, 2019 50 June 30, 2020 50 September 30, 2020 40 December 31, 2020 30 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Leased Assets and Lease Liability Obligations | The following tables summarize our leased assets and lease liability obligations: December 31, 2019 December 31, 2018 (In millions) Leases Classification Assets Operating lease assets Operating lease right-of-use assets $ 364 $ - Finance lease assets Property, plant and equipment, net 50 70 Total leased assets 414 70 Liabilities Current Operating Current portion of long-term lease obligations 98 - Finance (1) Finance lease obligation 47 8 145 8 Noncurrent Operating Long-term lease obligations 304 - Finance Finance lease obligation - 66 304 66 Total lease liabilities $ 449 $ 74 (1) As a result of the debt compliance matters, we determined that the classification our finance lease obligations was current and, accordingly, we recorded those obligations within Current Liabilities on the Balance Sheet as of December 31, 2019. |
Schedule of Lease Cost | Our lease cost was as follows: Year ended December 31, 2019 Lease cost Classification in the Statement of Operations (In millions) Operating lease cost (1) SG&A expenses $ 52 Operating lease cost (1) Cost of operations 89 Finance lease cost Amortization of leased assets Cost of operations 3 Interest on lease liabilities Net interest expense 4 Net lease cost $ 148 (1) Includes short-term leases and immaterial variable lease costs. |
Schedule of Future Minimum Lease Payments for Operating and Finance Lease Obligations | Future minimum lease payments for our operating and finance lease obligations as of December 31, 2019 are as follows: Operating leases Finance leases Total (In millions) 2020 $ 102 $ 8 $ 110 2021 89 8 97 2022 77 8 85 2023 61 8 69 2024 54 8 62 After 2024 287 24 311 Total lease payments 670 64 734 Less: Interest (268 ) (17 ) (285 ) Present value of lease liabilities $ 402 $ 47 $ 449 |
Schedule of Lease Term and Discount Rates for Operating and Finance Lease Obligations | Lease term and discount rates for our operating and finance lease obligations are as follows: Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 7.5 Finance leases 8.1 Weighted-average discount rate Operating leases 9.8 % Finance leases 9.9 % |
Schedule of Supplemental Information for Operating and Finance Lease Obligations | Supplemental information for our operating and finance lease obligations are as follows: Other information December 31, 2019 (In millions) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (106 ) Financing cash flows from finance leases (6 ) Leased assets obtained in exchange for new operating lease liabilities 364 Leased assets obtained in exchange for new finance lease liabilities - |
PENSION AND POSTRETIREMENT BE_2
PENSION AND POSTRETIREMENT BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Net Periodic Benefit Cost | The following tables present information for our material defined benefit pension and other postretirement plans: Components of Net Periodic Benefit Cost U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans Year Ended December 31, Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 2019 2018 2017 (In millions) Components of periodic benefit cost: Service cost $ - $ - $ - $ 11 $ 8 $ - $ - $ - $ - Interest cost 19 18 20 18 12 1 1 1 - Expected return on plan assets (17 ) (19 ) (20 ) (23 ) (17 ) (1 ) - - - Amortization of prior service costs - - - - - - (1 ) - - Actuarial loss (gain) (1) (21 ) 15 (5 ) 30 33 - (2 ) (1 ) - Net periodic benefit cost (income) (2) (3 ) $ (19 ) $ 14 $ (5 ) $ 36 $ 36 $ - $ (2 ) $ - $ - (1 ) Actuarial loss for 2019 was $6 million and was primarily associated with loss in the Netherlands plan ($37 million) partially offset by actuarial gains in the United States ($23 million) and the United Kingdom ($7 million) plans. ( 2 ) The components of periodic benefit cost (income) other than the service cost component are included within Other non-operating expense (income) in our Statements of Operations. The service cost component is included in Cost of operations and SG&A expenses, in our Statements of Operations, along with other compensation costs rendered by the participating employees. ( 3 ) Net periodic benefit cost for 2018 included expense of $37 million for the acquired CB&I plans from the Combination Date through December 31, 2018. |
Change in Projected Benefit Obligation and Plan Assets | Change in Projected Benefit Obligation and Plan Assets U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans 2019 2018 2019 2018 2019 2018 (In millions) Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 481 $ 511 $ 902 $ - $ 20 $ - Acquisition (1) - 16 - 933 - 31 Service cost - - 11 8 - - Interest cost 19 18 18 12 1 1 Actuarial loss (gain) 40 (27 ) 96 (7 ) (2 ) (1 ) Prior service cost (2 ) - - - 5 - (11 ) Plan participants' contribution - - 3 2 - 1 Benefits paid (37 ) (37 ) (38 ) (27 ) (1 ) (1 ) Currency translation - - - (24 ) - - Projected benefit obligation at end of year $ 503 $ 481 $ 992 $ 902 $ 18 $ 20 Change in plan assets: Fair value of plan assets at beginning of year $ 450 $ 497 $ 703 $ 1 $ - $ - Acquisition (1) - 12 - 763 - - Actual return (loss) on plan assets 78 (23 ) 90 (23 ) - - Company contributions 1 1 14 5 1 1 Plan participants' contributions - - 3 2 - - Benefits paid (37 ) (37 ) (38 ) (25 ) (1 ) (1 ) Currency translation - - 3 (20 ) - - Fair value of plan assets at end of year 492 450 775 703 - - Net funded status $ (11 ) $ (31 ) $ (217 ) $ (199 ) $ (18 ) $ (20 ) Amounts recognized in balance sheet consist of: Prepaid benefit cost within Other non-current assets $ 9 $ - $ 9 $ 4 $ - $ - Accrued benefit cost within accrued liabilities (1 ) (2 ) (2 ) (2 ) (2 ) (2 ) Accrued benefit cost within Other non-current liabilities (19 ) (29 ) (224 ) (201 ) (16 ) (18 ) Net funded status recognized $ (11 ) $ (31 ) $ (217 ) $ (199 ) $ (18 ) $ (20 ) Unrecognized net prior service cost (credits) $ - $ - $ 4 $ 4 $ (10 ) $ (11 ) Accumulated other comprehensive loss (income), before taxes $ - $ - $ 4 $ 4 $ (10 ) $ (11 ) (1) Acquisition amounts include the benefit obligation and plan assets at the Combination Date associated with acquired CB&I pension plans. (2 ) Prior service cost for 2018 primarily related to plan changes for our plans in the United Kingdom and our U.S. retiree welfare plan. Prior service cost for plan changes is deferred to AOCI and amortized into Other non-operating expense (income). |
Summary of Defined Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets | The following table includes summary information for those defined benefit plans with an accumulated benefit obligation in excess of plan assets: U. S. Pension Plans Non-U. S Pension Plans Other Postretirement Plans 2019 (1) 2018 2019 2018 2019 2018 (In millions) Projected benefit obligation $ 32 $ 481 $ 877 $ 796 $ 17 $ 20 Accumulated benefit obligation $ 32 $ 481 $ 854 $ 777 $ 17 $ 20 Fair value of plan assets $ 12 $ 450 $ 651 $ 594 $ - $ - (1) The decrease from 2018 to 2019 primarily related to our U.S. qualified plan being in a net funded position in 2019, as the plan’s fair value exceeded its accumulated benefit obligation. |
Weighted-Average Assumptions Used to Measure Defined Benefit Pension and Other Postretirement Plans and Summary of Sensitivity Changes in Certain Assumptions in Pension Plans | Plan Assumptions —The following table presents the weighted-average assumptions used to measure our defined benefit pension and other postretirement plans: U. S. Pension Plans Non-U. S. Pension Plans Other Postretirement Plans 2019 2018 2019 2018 2019 2018 Weighted average assumptions used to determine net periodic benefit obligations at December 31, Discount rate 3.0 % 4.1 % 1.3 % 2.1 % 3.1 % 4.1 % Rate of compensation increase (1) N/A N/A 1.3 % 1.6 % N/A N/A Weighted average assumptions used to determine net periodic benefit cost: Discount rate 4.1 % 3.6 % 2.1 % 2.1 % 4.1 % 4.1 % Expected return on plan assets (2) 4.0 % 4.0 % 3.5 % 3.5 % N/A N/A Rate of compensation increase (1) N/A N/A 1.3 % 1.6 % N/A N/A (1) The rate of compensation increase relates solely to the defined benefit plans that factor compensation increases into the valuation. (2) The expected long-term rate of return on plan assets was derived using historical returns by asset category and expectations of future performance. The following table illustrates the sensitivity to changes in certain assumptions, holding all other assumptions constant, for our pension plans. Effect on Pretax Pension Pension Benefit Expense in Obligation at 2019 (1) December 31, 2019 (in millions) 25-basis-point change in discount rate $ 52 $ 53 (1) A 25-basis-point change in the expected rate of return on plan assets would not have a material impact on pretax pension expense in 2019. |
Fair Value of Plan Assets by Investment Category | The following tables present the fair values of our plan assets by investment category and valuation hierarchy level as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Asset category (In millions) Fixed income securities: U.S. fixed income securities $ 168 $ 228 $ 4 $ 400 International government bonds (1) - 254 - 254 International corporate bonds (2) - 99 - 99 International mortgage funds (3) - 66 - 66 All other fixed income securities (4) - 46 - 46 Equity securities: U.S. equities 73 - - 73 International funds (5) - 197 - 197 Emerging markets growth funds - 16 - 16 U.S. equity funds - 15 - 15 Other investments: Asset allocation funds (6) - 86 - 86 Cash and accrued Items 15 - 15 Total Investments $ 256 $ 1,007 $ 4 $ 1,267 December 31, 2018 Level 1 Level 2 Level 3 Total Asset category (In millions) Fixed income securities: U.S. fixed income securities $ 148 $ 223 $ 6 $ 377 International government bonds - 245 - 245 International corporate bonds - 94 - 94 International mortgage funds - 69 - 69 All other fixed income securities - 41 - 41 Equity securities: U.S. equities 57 - - 57 International funds - 157 - 157 Emerging markets growth funds - 13 - 13 U.S. equity funds - 12 - 12 Other investments: Asset allocation funds - 74 - 74 Cash and accrued Items 14 - - 14 Total Investments $ 219 $ 928 $ 6 $ 1,153 The following provides descriptions for plan asset categories with significant balances in the tables above: (1) Investments in predominately E.U. government securities and U.K. Treasury securities, with credit ratings primarily AAA. (2) Investments in European and U.K. fixed interest securities , with credit ratings of primarily BBB and above. (3) Investments in international mortgage funds. (4) Investments predominantly in various international fixed income obligations that are individually insignificant. (5) Investments in various funds that track international indices. (6) Investments in fixed income securities, equities and alternative asset classes, including commodities and property assets. |
Expected Defined Benefit and Other Postretirement Plan Payments | Benefit Payments —The following table includes the expected defined benefit and other postretirement plan payments for the next 10 years: U. S. pension plans Non-U. S. pension plans Other postretirement plans (In millions) Expected employer contributions to trusts of defined benefit plans: 2020 $ 3 $ 14 $ 2 Expected benefit payments: 2020 $ 37 $ 35 $ 2 2021 36 35 1 2022 36 36 1 2023 35 37 1 2024 34 38 1 2025-2029 159 192 5 |
Additional Information Regarding Significant Multi-Employer Defined Benefit Pension Plans | Pension Protection Act (% Funded) (1) Total Company Contributions (2) Expiration Date of Collective Bargaining Agreement (3) (4) Pension Fund EIN/Plan Number Plan Year End 2019 2018 FIP/RP Plan 2019 2018 Boilermaker-Blacksmith National Pension Trust (5) 48-6168020-001 12/31 Less Than 65% 65%-80% Yes $ 11 $ 6 Various Boilermakers' National Pension Plan (Canada) 366708 12/31 N/A N/A N/A 2 1 04/19 All Other (6 ) 2 3 Total $ 15 $ 10 (1) Pension Protection Act Zone Status and FIP/RP plans are applicable to our U.S.-registered plans only, as these terms are not defined within Canadian pension legislation. In the United States, plans funded less than 65% are in the red zone, plans funded at least 65%, but less than 80%, are in the yellow zone, and plans funded at least 80% are in the green zone. The requirement for FIP or RP plans in the United States is based on the funding level or zone status of the applicable plan. (2) (3) The expiration dates of our labor agreements associated with the plans noted as “Various” above vary based upon the duration of the applicable projects. (4) If a revised collective-bargaining agreement has not been concluded before the expiration date of this Agreement, it may be extended beyond that date to whatever extent may be mutually agreed to between the Union and the BCA of Alberta, or as provided by applicable laws, statutes or regulations. (5) ( 6 ) Our remaining contributions in 2019 to various U.S. and Canadian plans were individually immaterial. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring and Nonrecurring Basis | The following table presents the fair value of our financial instruments as of December 31, 2019 and 2018 that are (1) measured and reported at fair value in the Consolidated Financial Statements on a recurring basis and (2) not measured at fair value on a recurring basis in the Consolidated Financial Statements: December 31, 2019 Carrying Amount Fair Value Level 1 Level 2 Level 3 (In millions) Measured at fair value on recurring basis Forward contracts (1) $ (75 ) (75 ) $ - $ (75 ) $ - Embedded derivatives (2) (28 ) (28 ) - - (28 ) Not measured at fair value on recurring basis Debt and finance lease obligations (3) (4,353 ) (2,362 ) - (2,275 ) (87 ) December 31, 2018 Carrying Amount Fair Value Level 1 Level 2 Level 3 (In millions) Measured at fair value on recurring basis Forward contracts $ (39 ) $ (39 ) $ - $ (39 ) $ - Not measured at fair value on recurring basis Debt and finance lease obligations (3,633 ) (3,287 ) - (3,197 ) (90 ) (1) The fair value of forward contracts is classified as Level 2 within the fair value hierarchy and is valued using observable market parameters for similar instruments traded in active markets. Where quoted prices are not available, the income approach is used to value forward contracts. This approach discounts future cash flows based on current market expectations and credit risk. ( 2 ) The fair value of the embedded derivatives, discussed in Note 13, Debt inputs to the fair value measurement of the embedded derivatives are unobservable and reflect our estimates of forward yield, using a risk-free rate and a USD Energy CCC yield curve. (3) Our debt instruments are generally valued using a market approach based on quoted prices for similar instruments traded in active markets and are classified as Level 2 within the fair value hierarchy. Quoted prices were not available for the NO 105 construction financing, vendor equipment financing or finance leases. Therefore, these instruments were valued based on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms and are classified as Level 3 within the fair value hierarchy. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value by Underlying Risk and Balance Sheet Classification | The following table presents the total fair value of the derivatives by underlying risk and balance sheet classification: December 31, 2019 December 31, 2018 Derivatives designated as cash flow hedges Derivatives Not Designated as cash flow hedges Derivatives Designated as cash flow hedges Derivatives not designated as cash flow hedges (In millions) Other current assets $ 3 $ 1 $ 3 $ 3 Other non-current assets 1 - - - Total derivatives asset $ 4 $ 1 $ 3 $ 3 Accrued liabilities $ 10 $ 68 $ 10 $ 3 Other non-current liabilities 2 - 32 - Total derivatives liability $ 12 $ 68 $ 42 $ 3 |
Schedule of Total Value by Underlying Risk Recognized in Other Comprehensive Income and Reclassified from AOCI to Cost of Operations and Interest Expense, Net in Statement of Operations | The following table presents the total value, by underlying risk, recognized in other comprehensive income and reclassified from AOCI to Cost of operations (foreign currency derivatives) and Interest expense, net (interest rate derivatives) in the Statements of Operations for the years ended December 31, 2019, 2018 and 2017: Year ended December 31, 2019 2018 2017 (In millions) Amount of (loss) gain recognized in other comprehensive income (loss) Foreign exchange hedges $ (13 ) $ (14 ) $ 16 Interest rate hedges (44 ) (32 ) - Gain (loss) recognized on derivatives designated as cash flow hedges Foreign exchange hedges Revenue 8 - - Cost of operations 2 7 5 Interest rate hedges Interest expense 8 1 - Loss recognized on derivatives not designated as cash flow hedges Foreign exchange hedges Revenue (2 ) - - Cost of operations (1 ) (14 ) - Interest rate hedges Interest expense 67 - - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of provision (benefit) for income taxes | The components of our provision (benefit) for income taxes were as follows: Year Ended December 31, 2019 2018 2017 (In millions) U.S.: Current $ (16 ) $ - $ - Deferred 6 - - Other than U.S.: Current 62 82 62 Deferred 6 22 7 Total provision for income taxes $ 58 $ 104 $ 69 |
Geographic Source of (Loss) Income Before Provision for Income Taxes | The geographic sources of (loss) income before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (In millions) U.S. $ (2,031 ) $ (2,450 ) $ 123 Other than U.S. (795 ) (121 ) 126 (Loss) income before provision for income taxes $ (2,826 ) $ (2,571 ) $ 249 |
Reconciliation of U.K. Statutory Federal Tax Rate and Panamanian Statutory Federal Tax Rate to Consolidated Effective Tax Rates | The following is a reconciliation of the U.K. statutory federal tax rate for 2019 and 2018 and the Panamanian statutory federal tax rate for 2017 to the consolidated effective tax rates: Year Ended December 31, 2019 2018 2017 Federal statutory rate 19 % 19 % 25 % Goodwill impairment (11 %) (14 %) - Non-Panama operations - - 16 % Change in valuation allowance for deferred tax assets - the U.S. (4 %) (7 %) (18 %) Change in valuation allowance for deferred tax assets - Others (3 %) (3 %) 3 % Audit settlements and reserves - - 1 % Other (3 %) 1 % 1 % Effective tax rate (2 %) (4 %) 28 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities were as follows: December 31, 2019 2018 (In millions) Deferred tax assets: U.S. Federal net operating loss carryforward and other credits $ 454 $ 294 State net operating loss carryforward and other credits 196 248 Non-U.S. net operating losses 233 189 Accounts receivable basis difference 114 161 Partnership investments 75 153 Depreciation and amortization 115 64 Disallowed interest 108 51 Pension liability 49 49 Accrued liabilities for incentive compensation 20 32 Contract revenue and cost/long-term contracts 69 17 Insurance and legal reserves 20 17 Operating lease liability 66 - Other 20 32 Total deferred tax assets 1,539 1,307 Valuation allowance for deferred tax assets (1,472 ) (1,307 ) Deferred tax assets $ 67 $ - Deferred tax liabilities: Investments in foreign subsidiaries 38 33 Depreciation and amortization 15 7 Pension liability 2 - Right of use assets 67 - Other 4 7 Total deferred tax liabilities 126 47 Net deferred tax liabilities $ (59 ) $ (47 ) |
Summary of Deferred Tax Assets and Liabilities Recorded by Accompanying Consolidated Balance Sheets | Deferred tax assets and liabilities are recorded net by tax jurisdiction in the accompanying Consolidated Balance Sheets. Deferred tax assets and liabilities were as follows: December 31, 2019 2018 (In millions) Deferred tax assets $ - $ - Deferred tax liabilities 59 47 Net deferred tax liabilities $ (59 ) $ (47 ) |
Schedule of Changes in Valuation Allowance for Deferred Tax Assets | Changes in the VA for deferred tax assets were as follows: Year Ended December 31, 2019 2018 2017 (In millions) Balance at beginning of period $ 1,307 $ 200 $ 335 Addition due to the Combination 39 836 - 2018 Federal benefit of state adjustment (1) (62 ) - - Charged to costs and expenses 206 250 (32 ) Charged to other accounts (18 ) 21 (103 ) Balance at end of period $ 1,472 $ 1,307 $ 200 (1) The change in the 2018 Federal Benefit of State (FBOS) VA was included in the State tax, not in the VA. The change in the 2019 FBOS VA is included in the VA. Therefore, the 2018 FBOS VA was adjusted to reflect the adjusted beginning balance with FBOS. |
Summary of Net Operating Loss, Valuation Allowance and Expiration Dates | Our net operating loss DTAs, valuation allowance and expiration dates for Non-U.S., U.S. and State DTAs were as follows: Net operating loss DTAs Valuation allowance Expiration (In millions) Non-U.S. $ 233 $ (233 ) 2020- Unlimited U.S. 386 (386 ) 2031- Unlimited State 192 (192 ) 2020- 2039 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (In millions) Balance at beginning of period $ 58 $ 39 $ 41 Changes due to the Combination - 14 - Changes due to exchange rate fluctuations - (1 ) 1 Increases based on tax positions taken in the current year 4 2 1 Increases based on tax positions taken in prior years 5 9 4 Decreases based on tax positions taken in prior years (9 ) (5 ) (2 ) Decreases due to settlements - - (6 ) Decreases due to lapse of applicable statute of limitation (2 ) - - Balance at end of period $ 56 $ 58 $ 39 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Total Stock-Based Compensation Expense Primarily Recognized Within SG&A | Total compensation expense, primarily recognized within SG&A, was as follows: 2019 2018 (1) 2017 (In millions) RSUs $ 20 $ 44 $ 15 Liability awards 1 8 8 Total $ 21 $ 52 $ 23 (1) Compensation expense in 2018 included $26 million, recorded within Restructuring costs in our Consolidated Statements of Operations, associated with accelerated vesting for employees who were terminated as a result of the Combination. |
Total Gross Unrecognized Estimated Compensation Expense and Expected Weighted-Average Periods | The components of the total gross unrecognized estimated compensation expense for equity awards and their expected remaining weighted-average periods for expense recognition are as follows: Amount (In millions) Weighted-Average Period(years) Restricted stock and restricted stock units (1) $ 24 1.7 (1) Excludes liability awards. |
RSUs and Changes | RSUs and changes during 2019 were as follows (share data in millions): Number of Shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 3 $ 19.39 Granted 2 8.67 Vested (2) 11.52 Outstanding as of December 31, 2019 3 12.32 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Changes in the Number of Shares Outstanding and Treasury Shares Held by the Company | Shares Outstanding and Treasury Shares ― The changes in the number of shares outstanding and treasury shares held by us are as follows (in millions): Year ended December 31, 2019 2018 Shares outstanding Beginning balance 181 95 Common stock issued (1) 13 2 Shares issued in the Combination (Note 3, Business Combination (2) - 85 Purchase of common stock (1 ) (1 ) Ending balance 193 181 Shares held as Treasury shares Beginning balance 3 3 Purchase of common stock 1 1 Retirement of common stock (1 ) (1 ) Ending balance 3 3 Ordinary shares issued at the end of the period 196 183 (1) Debt (2) Business Combination, |
Components of Accumulated Other Comprehensive Income (Loss) Included in Stockholders' Equity | The components of AOCI included in stockholders’ equity are as follows: December 31, 2019 2018 (In millions) Foreign currency translation adjustments ("CTA") $ (97 ) $ (73 ) Net unrealized loss on derivative financial instruments (12 ) (40 ) Defined benefit pension and other postretirement plans 6 6 Accumulated other comprehensive loss $ (103 ) $ (107 ) |
Reclassifications [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Components of Accumulated Other Comprehensive Income (Loss) Included in Stockholders' Equity | The following table presents the components of AOCI and the amounts that were reclassified during the periods indicated: Foreign Currency Translation adjustments Net unrealized loss on derivative financial instruments (1) Defined benefit pension and other postretirement plans TOTAL (In millions) January 1, 2018 $ (49 ) $ (2 ) $ - $ (51 ) Other comprehensive (loss) income before reclassification (24 ) (46 ) 6 (64 ) Amounts reclassified from AOCI (2) - 8 - 8 Net current period other comprehensive income (24 ) (38 ) 6 (56 ) December 31, 2018 $ (73 ) $ (40 ) $ 6 $ (107 ) Other comprehensive (loss) income before reclassification (24 ) (57 ) - (81 ) Amounts reclassified from AOCI (2) - 85 - 85 Net current period other comprehensive (loss) income (24 ) 28 - 4 December 31, 2019 $ (97 ) $ (12 ) $ 6 $ (103 ) (1) Refer to Note 17, Derivative Financial Instruments (2) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per common share. Year ended December 31, 2019 (1) 2018 (1) 2017 (2) (In millions, except per share amounts) Net (loss) income attributable to McDermott $ (2,909 ) $ (2,687 ) $ 179 Dividends on redeemable preferred stock (44 ) (3 ) - Accretion of redeemable preferred stock (16 ) (1 ) - Net (loss) income attributable to common stockholders $ (2,969 ) $ (2,691 ) $ 179 Weighted average common stock (basic) 182 150 91 Effect of dilutive securities: Restricted stock and tangible equity units - - 4 Potential dilutive common stock 182 150 95 Net (loss) income per share attributable to common stockholders Basic: $ (16.31 ) $ (17.94 ) $ 1.97 Diluted: $ (16.31 ) $ (17.94 ) $ 1.88 (1) (2) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Operating Information by Segment | Operating Information by Segment Year ended December 31, 2019 2018 2017 (In millions) Revenues: NCSA $ 4,627 $ 3,928 $ 246 EARC 761 271 19 MENA 1,790 1,704 2,120 APAC 666 411 600 Technology 587 391 - Total revenues $ 8,431 $ 6,705 $ 2,985 Operating (loss) income: Segment operating (loss) income: NCSA $ (1,546 ) $ (1,537 ) $ (4 ) EARC (319 ) (74 ) (13 ) MENA 181 328 451 APAC 1 56 93 Technology 156 (519 ) - Total segment operating (loss) income (1,527 ) (1,746 ) 527 Corporate (1) (555 ) (510 ) (220 ) Total operating (loss) income $ (2,082 ) $ (2,256 ) $ 307 Goodwill impairment (2) NCSA $ 1,111 $ 1,484 $ - EARC 319 40 - APAC - 52 - Technology - 592 - Total goodwill impairment $ 1,430 $ 2,168 $ - Depreciation and amortization: NCSA $ 65 $ 59 $ 26 EARC 14 13 - MENA 50 51 31 APAC 15 19 36 Technology 74 92 - Corporate 49 45 8 Total depreciation and amortization $ 267 $ 279 $ 101 Capital expenditures (3) NCSA $ 7 $ 5 $ 23 EARC 2 - - MENA 18 19 31 APAC 8 12 9 Technology 2 - - Corporate (4) 55 50 56 Total Capital expenditures $ 92 $ 86 $ 119 Income (loss) from investments in unconsolidated affiliates: NCSA $ 1 $ - $ (1 ) EARC (5 ) (5 ) (4 ) MENA 12 5 - APAC 4 (8 ) (7 ) Technology 27 27 - Corporate (5 ) (6 ) - Total income (loss) from investments in unconsolidated affiliates: $ 34 $ 13 $ (12 ) December 31, 2019 2018 (In millions) Segment assets: NCSA $ 1,826 $ 3,257 EARC 554 1,169 MENA 1,317 1,472 APAC 1,518 1,147 Technology 2,590 2,752 Corporate (5) 932 (357 ) Total assets $ 8,737 $ 9,440 Investments in unconsolidated affiliates (6) EARC $ 1 $ 2 MENA 70 60 APAC 3 - Technology 381 385 Corporate - 5 Total investments in unconsolidated affiliates $ 455 $ 452 (1) Corporate operating results include: 2019 • $57 million in transaction costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs ) ; • $114 million in restructuring and integration costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs) ; and • $18 million of impairment charges associated with our marine vessels (see Note 16, Fair Value Measurements). 2018 • $48 million in transaction costs associated with the Combination • $134 million in restructuring and integration costs; • $58 million of vessel related impairment charges; and • $25 million of expense associated with the need to make alternate arrangements for a third-party vessel charter, because the previously designated vessel was withdrawn from the market. 2017 • $4 million gain on sale of assets; and • $9 million in transaction costs associated with the Combination (see Note 3, Business Combination). (2) Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets (3) Capital expenditures reported represent cash purchases. At December 31, 2019, 2018 and 2017, we had approximately $160 million, $26 million and $8 million, respectively, of accrued and unpaid capital expenditures reported in PP&E and accrued liabilities. (4) Corporate capital expenditures in 2019 and 2018 include upgrades to the Amazon Amazon Lease Obligations Following the purchase, we sold this vessel to an unrelated third party and simultaneously entered into an 11-year bareboat charter agreement (5) Corporate assets at December 31, 2018 include negative cash balances associated with our international cash pooling program, which ceased in the fourth quarter of 2019. (6) The Consolidated Balance Sheets as of December 31, 2019 and 2018 include approximately $48 million and $15 million of accounts receivable, respectively, from our unconsolidated affiliates. |
Significant Impact of Customers on Company Segments | Our significant customers by segments during 2019, 2018 and 2017 were as follows: % of Consolidated Reportable Revenues Segment Year Ended December 31, 2019: Saudi Aramco 11% MENA Year Ended December 31, 2018: Saudi Aramco 19% MENA Cameron LNG 10% NCSA Year Ended December 31, 2017: Saudi Aramco 63% MENA Inpex Operations Australia Pty Ltd 11% APAC |
Operating Information about Revenues by Geography | Operating Information by Geography Year Ended December 31, 2019 2018 2017 (In millions) Geographic revenues: United States $ 4,431 $ 3,695 $ 102 Saudi Arabia 999 1,304 1,965 Qatar 467 173 149 India 373 144 201 Denmark 332 118 - Russia 303 96 - United Arab Emirates 271 130 5 Mexico 216 191 143 Australia 168 253 344 Other countries 871 601 76 Total revenue $ 8,431 $ 6,705 $ 2,985 |
Operating Information about Property, Plant and Equipment, Net by Geography | December 31, 2019 2018 (In millions) Property, plant and equipment, net (1) India $ 798 $ 429 United States 324 797 Netherlands 222 - Sri Lanka 209 - Mexico 180 192 Qatar 160 2 Indonesia 47 246 Other countries 189 401 Total property, plant and equipment, net $ 2,129 $ 2,067 (1) Our marine vessels are included in the area in which they were located as of the reporting date. |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Unaudited Quarterly Financial Information | The following tables 2019 March 31 June 30 September 30 December 31 (In millions, except per share data amounts) Revenues $ 2,211 $ 2,137 $ 2,121 1,962 Project intangibles and inventory related amortization (1) 10 10 7 7 Gross profit 183 178 (59 ) (115 ) Other intangibles amortization (2) 22 22 21 22 Transaction costs (3) 4 11 14 28 Restructuring and integration costs (4) 69 20 14 11 Goodwill impairment (5) - - 1,370 60 Intangible Asset impairments (6) - - 143 19 Other asset impairments (7) - - 18 - Loss on asset disposals - 102 - 2 Net loss (8) (57 ) (114 ) (1,864 ) (849 ) Net loss attributable to McDermott (56 ) (132 ) (1,873 ) (848 ) Dividends on redeemable preferred stock (9) (10 ) (10 ) (10 ) (14 ) Accretion of redeemable preferred stock (9) (4 ) (4 ) (4 ) (4 ) Net loss attributable to common stockholders (70 ) (146 ) (1,887 ) (866 ) Income (loss) per share Basic $ (0.39 ) $ (0.80 ) $ (10.37 ) (4.69 ) Diluted $ (0.39 ) $ (0.80 ) $ (10.37 ) (4.69 ) 2018 ( 10 ) March 31 June 30 September 30 December 31 (In millions, except per share data amounts) Revenues $ 608 $ 1,735 $ 2,289 $ 2,073 Project intangibles and inventory related amortization (1) $ - $ 12 $ 30 41 Gross profit 130 237 273 (122 ) Other intangibles amortization (2) - 10 25 27 Transaction costs (3) 3 37 5 3 Restructuring and integration costs (4) 12 63 31 28 Goodwill impairment (5) - - - 2,168 Other asset impairments ( 7 ) - - - 58 Net income (loss) 34 45 - (2,757 ) Net income (loss) attributable to McDermott 35 47 2 (2,771 ) Dividends on redeemable preferred stock ( 9 ) - - - (3 ) Accretion of redeemable preferred stock ( 9 ) - - - (1 ) Net income (loss) attributable to common stockholders 35 47 2 (2,775 ) Income (loss) per share Basic $ 0.12 $ 0.33 $ 0.01 $ (15.33 ) Diluted $ 0.12 $ 0.33 $ 0.01 $ (15.33 ) ( 1 ) Represents amortization of fair value adjustments for RPOs acquired in the Combination and normalized profit margin fair value associated with acquired long-term contracts that were deemed to be lower than market value as of the Combination Date. Also included is amortization associated with fair value adjustments to inventory balances acquired in the Combination. ( 2 ) Represents amortization of other intangible assets acquired in the Combination. See Note 9, Goodwill and Other Intangible Assets , for further discussion. ( 3 ) 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination ( 4 ) P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. ( 5 ) 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. ( 6 ) Represents impairment of intangible assets, primarily in our NCSA segment. Goodwill and Other Intangible Assets (7) Represents charges associated with the impairment of vessels and other marine equipment, due to changes in their level of planned utilization. See Note 16, Fair Value Measurements, for further discussion. (8) Net loss for the quarter ended December 31, 2019 included the impact on interest expense of: (1) $316 million of DIC amortization, primarily associated with the accelerated DIC amortization due to our non-compliance with certain covenants and other obligations contained in our financing arrangements , discussed in Note 13, Debt ; (2) $67 million of expense associated with our interest rate swap arrangement, reclassified from AOCI into interest expense, discussed in Note 17, Derivative Financial Instruments ; and (3) a $32 million of gain associated with the valuation of the Superpriority Credit Agreement embedded derivative, discussed in Note 13, Debt . ( 9 ) Represents dividends paid and accrued on the shares of 12% Redeemable Preferred Stock and accretion of the stock over the seven years from November 29, 2018 through the expected redemption date of November 29, 2025, using the effective interest method. See Note 21, Redeemable Preferred Stock , for further discussion ( 10 ) Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. |
Nature of Operations and Orga_2
Nature of Operations and Organization - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating groups, which represent our reportable segments | 5 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) | May 10, 2018 | May 08, 2018USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Percentage of new common equity interests | 6.00% | 6.00% | ||||||
Selling, general and administrative expenses | $ 284,000,000 | $ 282,000,000 | $ 204,000,000 | |||||
Income (loss) from investments in unconsolidated affiliates | (3,000,000) | (2,000,000) | ||||||
Reverse stock split | three-to-one | |||||||
Reverse stock split, conversion ratio | 3 | |||||||
Gain (loss) on asset disposals | $ 2,000,000 | $ 102,000,000 | $ (104,000,000) | (3,000,000) | 2,000,000 | |||
Redeemable preferred stock, redemption description | We may redeem the Redeemable Preferred Stock at any time, and the Redeemable Preferred Stock is contingently redeemable at the option of the holders after seven years or upon a change of control. | |||||||
Operating lease right-of-use assets | 364,000,000 | $ 364,000,000 | ||||||
Lease obligations | 145,000,000 | 145,000,000 | 8,000,000 | |||||
Long-term lease obligations | 304,000,000 | $ 304,000,000 | 66,000,000 | |||||
ASU 2016-02 [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Operating lease right-of-use assets | $ 424,000,000 | |||||||
Lease obligations | 101,000,000 | |||||||
Long-term lease obligations | $ 342,000,000 | |||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Interest rate derivatives | $ 1,940,000,000 | |||||||
Marine Assets [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 25 years | |||||||
Minimum percentage of equivalent straight-line depreciation for low utilization period | 25.00% | |||||||
Other Capitalized Property Plant And Equipment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 5 years | |||||||
Minimum [Member] | Building [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 3 years | |||||||
Minimum [Member] | Machinery and Equipment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 3 years | |||||||
Maximum [Member] | Building [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 46 years | |||||||
Maximum [Member] | Machinery and Equipment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Property, plant and equipment economic useful lives | 28 years | |||||||
Pre-Combination Bid and Proposal Costs [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Selling, general and administrative expenses | 10,000,000 | 37,000,000 | ||||||
Operating Income [Member] | Oil and Gas and Qingdao McDermott Wuchuan Offshore Engineering Company Ltd [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Income (loss) from investments in unconsolidated affiliates | (12,000,000) | |||||||
Other Operating Expense [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Gain (loss) on asset disposals | $ (3,000,000) | $ 2,000,000 | ||||||
Interest Expense [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Unrealized losses recognized | $ 67,000,000 | |||||||
Letter of Credit Facility [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Available capacity under credit facility | 188,000,000 | $ 188,000,000 | ||||||
Letters of credit outstanding | 1,252,000,000 | 1,252,000,000 | ||||||
DIP Credit Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Available capacity under credit facility | 2,810,000,000 | 2,810,000,000 | ||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Letters of credit outstanding | 743,000,000 | 743,000,000 | ||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche A [Member] | Available at Closing [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Letters of credit outstanding | 300,000,000 | 300,000,000 | ||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche B [Member] | Available upon Entry of Final DIP Order [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Letters of credit outstanding | 243,000,000 | 243,000,000 | ||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche C [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Letters of credit outstanding | 200,000,000 | 200,000,000 | ||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Available capacity under credit facility | 2,067,000,000 | 2,067,000,000 | ||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche A [Member] | Available at Closing [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Line of credit facility available for capital | 550,000,000 | 550,000,000 | ||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche B [Member] | Available upon Entry of Final DIP Order [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Line of credit facility available for capital | 650,000,000 | 650,000,000 | ||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche C [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Line of credit facility available for capital | 823,000,000 | 823,000,000 | ||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche D [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Line of credit facility available for capital | $ 44,000,000 | 44,000,000 | ||||||
Share and asset purchase agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Amount paid to acquire bid | $ 2,725,000,000 | |||||||
Break up fee percentage equal to purchase price | 3.00% |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ in Millions | May 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 18, 2017 | ||
Business Acquisition [Line Items] | ||||||
Number of equity shares issued for business acquisition | [1] | 85,000,000 | ||||
Business combination, ownership percentage | 53.00% | |||||
Business combination, net of cash acquired | $ 4,100 | $ 7 | $ 2,374 | |||
Estimated fair value of the net tangible and identifiable intangible assets acquired recorded as goodwill | 1,286 | 2,654 | [2] | |||
Outstanding RPOs | $ 18,638 | $ 10,913 | ||||
Chicago Bridge & Iron Company N.V. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, date of acquisition agreement | Dec. 18, 2017 | |||||
Business acquisition, combination date | May 10, 2018 | |||||
Business combination, consideration | $ 2,870 | |||||
Number of equity shares issued for business acquisition | 84,500,000 | |||||
Business combination, number of McDermott's shares entitled for each share of CB&I owned | 85 | |||||
Business combination, number of converted shares acquired | 2,200,000 | |||||
Business combination, gross purchase price | $ 4,565 | |||||
Business combination, net of cash acquired | 4,067 | |||||
Estimated fair value of the net tangible and identifiable intangible assets acquired recorded as goodwill | [3] | 4,990 | ||||
Outstanding RPOs | $ 8,300 | |||||
Chicago Bridge & Iron Company N.V. [Member] | Effect of Reverse Stock Split [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, number of McDermott's shares entitled for each share of CB&I owned | 0.82407 | |||||
[1] | As discussed in Note 3, Business Combination, | |||||
[2] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. | |||||
[3] | Goodwill resulted from the acquired established workforce, which does not qualify for separate recognition, as well as expected future cost savings and revenue synergies associated with the combined operations. Of the $5 billion of goodwill recorded in conjunction with the Combination, $2.7 billion, $461 million, $50 million, $52 million and $1.7 billion was allocated to our NCSA, EARC, MENA, APAC and Technology reporting segments, respectively. Approximately $1.7 billion of the opening goodwill balance is deductible for tax purposes. See Note 9, Goodwill and Other Intangible Assets |
Business Combination - Schedule
Business Combination - Schedule of Purchase Consideration (Detail) - USD ($) $ / shares in Units, $ in Millions | May 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Equity Combination consideration transferred | $ 1,679 | ||
Total Combination consideration transferred, net of cash acquired | $ 4,100 | $ 7 | $ 2,374 |
Chicago Bridge & Iron Company N.V. [Member] | |||
Business Acquisition [Line Items] | |||
CB&I shares for Combination consideration | 103 | ||
Business combination, number of McDermott's shares entitled for each share of CB&I owned | 85 | ||
McDermott stock price on May 10, 2018 | $ 19.92 | ||
Equity Combination consideration transferred | $ 1,684 | ||
Fair value of converted awards earned prior to the Combination | 9 | ||
Total equity Combination consideration transferred | 1,693 | ||
Cash consideration transferred | 2,872 | ||
Total Combination consideration transferred | 4,565 | ||
Less: Cash acquired | (498) | ||
Total Combination consideration transferred, net of cash acquired | $ 4,067 |
Business Combination - Summary
Business Combination - Summary of Final Purchase Price Allocation (Detail) - USD ($) $ in Millions | May 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net tangible assets: | |||||
Goodwill | $ 1,286 | $ 2,654 | [1] | ||
Total Combination consideration transferred, net of cash acquired | $ 4,100 | $ 7 | $ 2,374 | ||
Chicago Bridge & Iron Company N.V. [Member] | |||||
Net tangible assets: | |||||
Cash | 498 | ||||
Accounts receivable | 791 | ||||
Inventory | 111 | ||||
Contracts in progress | 272 | ||||
Assets held for sale | [2] | 70 | |||
Other current assets | 272 | ||||
Investments in unconsolidated affiliates | [3] | 426 | |||
Property, plant and equipment | 396 | ||||
Other non-current assets | 127 | ||||
Accounts payable | (499) | ||||
Advance billings on contracts | [4] | (2,410) | |||
Deferred tax liabilities | (16) | ||||
Other current liabilities | (1,237) | ||||
Other non-current liabilities | (453) | ||||
Noncontrolling interest | 14 | ||||
Total net tangible liabilities | (1,638) | ||||
Project-related intangible assets/liabilities, net | [5] | 150 | |||
Other intangible assets | [6] | 1,063 | |||
Net identifiable liabilities | (425) | ||||
Goodwill | [7] | 4,990 | |||
Total Combination consideration transferred | 4,565 | ||||
Less: Cash acquired | (498) | ||||
Total Combination consideration transferred, net of cash acquired | $ 4,067 | ||||
[1] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. | ||||
[2] | Assets held for sale included CB&I’s former administrative headquarters within Corporate and various fabrication facilities within NCSA. During the third quarter of 2018, we completed the sale of CB&I’s former administrative headquarters for proceeds of $52 million. | ||||
[3] | Investments in unconsolidated affiliates includes a fair value adjustment of $ million associated with the Combination. Approximately $ million of the fair value adjustment is attributable to the basis difference between McDermott’s investment and the underlying equity in identifiable assets of unconsolidated affiliates and will be amortized to Investment in unconsolidated affiliates-related amortization over a range of two to 30 years based on the life of assets to which the basis difference is attributed. | ||||
[4] | Advance billings on contracts | ||||
[5] | Project | ||||
[6] | Other intangible assets are reflected in the table below and recorded at estimated fair value, as determined by our management, based on available information, which includes final valuations prepared by external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. | ||||
[7] | Goodwill resulted from the acquired established workforce, which does not qualify for separate recognition, as well as expected future cost savings and revenue synergies associated with the combined operations. Of the $5 billion of goodwill recorded in conjunction with the Combination, $2.7 billion, $461 million, $50 million, $52 million and $1.7 billion was allocated to our NCSA, EARC, MENA, APAC and Technology reporting segments, respectively. Approximately $1.7 billion of the opening goodwill balance is deductible for tax purposes. See Note 9, Goodwill and Other Intangible Assets |
Business Combination - Summar_2
Business Combination - Summary of Final Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions | May 10, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Business Acquisition [Line Items] | |||||||
Proceeds from asset disposals, net | $ 83 | $ 69 | $ 56 | ||||
Goodwill | 1,286 | 2,654 | [1] | ||||
NCSA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | [1] | 1,041 | |||||
MENA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 50 | 46 | [1] | ||||
Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 1,139 | $ 1,146 | [1] | ||||
Chicago Bridge & Iron Company N.V. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from asset disposals, net | $ 52 | ||||||
Business combination, fair value adjustment in unconsolidated affiliates | $ 215 | ||||||
Business combination, fair value adjustment in unconsolidated affiliates amortized investment | 146 | ||||||
Accrued provisions for estimated losses on projects | 374 | ||||||
Project related intangible assets, net | 259 | ||||||
Project related intangible liabilities, net | 109 | ||||||
Goodwill | [2] | 4,990 | |||||
Goodwill deductible for tax purposes | $ 1,700 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | NCSA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 2,700 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | EARC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 461 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | MENA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 50 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | APAC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 52 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,700 | ||||||
Chicago Bridge & Iron Company N.V. [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, fair value adjustment in unconsolidated affiliates related amortization period | 2 years | ||||||
Business combination, Intangible assets amortized liabilities projects progress | 2 years | ||||||
Chicago Bridge & Iron Company N.V. [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, fair value adjustment in unconsolidated affiliates related amortization period | 30 years | ||||||
Business combination, Intangible assets amortized liabilities projects progress | 6 years | ||||||
[1] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. | ||||||
[2] | Goodwill resulted from the acquired established workforce, which does not qualify for separate recognition, as well as expected future cost savings and revenue synergies associated with the combined operations. Of the $5 billion of goodwill recorded in conjunction with the Combination, $2.7 billion, $461 million, $50 million, $52 million and $1.7 billion was allocated to our NCSA, EARC, MENA, APAC and Technology reporting segments, respectively. Approximately $1.7 billion of the opening goodwill balance is deductible for tax purposes. See Note 9, Goodwill and Other Intangible Assets |
Business Combination - Summar_3
Business Combination - Summary of Final Purchase Price Allocation (Schedule of Other Intangible Assets ) (Parenthetical) (Detail) - Chicago Bridge & Iron Company N.V. [Member] $ in Millions | May 10, 2018USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Fair value | $ 1,063 |
Process Technologies [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Fair value | $ 511 |
Weighted Average Life | 27 years |
Process Technologies [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 10 years |
Process Technologies [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 30 years |
Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Fair value | $ 400 |
Weighted Average Life | 12 years |
Trade Names [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 10 years |
Trade Names [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 20 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Fair value | $ 126 |
Weighted Average Life | 10 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 4 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Useful Life Range | 11 years |
Trademarks [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Fair value | $ 26 |
Useful Life Range | 10 years |
Weighted Average Life | 10 years |
Business Combination - Summar_4
Business Combination - Summary of Pro Forma Financial Information (Detail) - Chicago Bridge & Iron Company N.V. [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Business Acquisition [Line Items] | |||
Pro forma revenue | [1] | $ 9,208 | $ 9,658 |
Net (loss) income attributable to common stockholders | [1] | $ (2,523) | $ (1,189) |
Pro forma net loss per share attributable to common stockholders | |||
Basic | [1] | $ (13.94) | $ (6.57) |
Diluted | [1] | $ (13.94) | $ (6.57) |
Basic | [1],[2] | 181 | 181 |
Diluted | [1] | 181 | 181 |
[1] | (1) 2018 — 2017 — | ||
[2] | (2) The effects of restricted stock, warrants and redeemable preferred stock were not included in the calculation of diluted earnings per share for 2018 and 2017, due to the net losses in those periods. |
Business Combination - Summar_5
Business Combination - Summary of Pro Forma Financial Information (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | [2] | Sep. 30, 2018 | [2] | Jun. 30, 2018 | [2] | Mar. 31, 2018 | [2] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||||||||||||||||||
Restructuring and integration costs | $ 11,000,000 | [1] | $ 14,000,000 | [1] | $ 20,000,000 | [1] | $ 69,000,000 | [1] | $ 28,000,000 | [1] | $ 31,000,000 | [1] | $ 63,000,000 | [1] | $ 12,000,000 | [1] | $ 114,000,000 | $ 134,000,000 | $ 0 |
Transaction costs | $ 28,000,000 | [3] | $ 14,000,000 | [3] | $ 11,000,000 | [3] | $ 4,000,000 | [3] | $ 3,000,000 | [4] | $ 5,000,000 | [4] | $ 37,000,000 | [4] | $ 3,000,000 | [4] | $ 57,000,000 | 48,000,000 | 9,000,000 |
Debt extinguishment costs | 10,000,000 | ||||||||||||||||||
Chicago Bridge & Iron Company N.V. [Member] | |||||||||||||||||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||||||||||||||||||
Restructuring and integration costs | 112,000,000 | ||||||||||||||||||
Transaction costs | 37,000,000 | ||||||||||||||||||
Debt extinguishment costs | $ 11,000,000 | ||||||||||||||||||
Restructuring costs | $ 81,000,000 | ||||||||||||||||||
[1] | P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. | ||||||||||||||||||
[2] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | ||||||||||||||||||
[3] | 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. | ||||||||||||||||||
[4] | 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination |
Acquisition And Disposition T_3
Acquisition And Disposition Transactions - Additional Information (Detail) - Siluria Technologies [Member] $ in Millions | Jul. 15, 2019USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Business acquisition, date of acquisition agreement | Jul. 15, 2019 |
Business combination, consideration | $ 7 |
Process Technologies [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Business combination, intangible assets | $ 6 |
Acquisition and Disposition T_4
Acquisition and Disposition Transactions - Summary of Loss on APP Sale Included in Loss on Asset Disposals (Detail) - USD ($) $ in Millions | Jun. 27, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities | ||||||
Sale proceeds (net of transaction costs of $2) | $ 83 | $ 69 | $ 56 | |||
Loss on net assets sold | $ (2) | $ (102) | $ 104 | $ 3 | $ (2) | |
Alloy Piping Products [Member] | ||||||
Assets | ||||||
Inventory | $ 69 | |||||
Property and equipment | 25 | |||||
Goodwill | 90 | |||||
Other assets | 11 | |||||
Assets sold | 195 | |||||
Liabilities | ||||||
Accounts payable | 8 | |||||
Other liabilities | 3 | |||||
Liabilities sold | 11 | |||||
Net assets sold | 184 | |||||
Sale proceeds (net of transaction costs of $2) | 83 | |||||
Loss on net assets sold | $ 101 |
Acquisition and Disposition T_5
Acquisition and Disposition Transactions - Summary of Loss on APP Sale Included in Loss on Asset Disposals(Parenthetical) (Detail) $ in Millions | Jun. 27, 2019USD ($) |
Alloy Piping Products [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Disposal group, transaction costs | $ 2 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of RPOs by Segment (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 18,638 | $ 10,913 |
Remaining performance obligations, Percentage | 100.00% | 100.00% |
NCSA [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 7,070 | $ 5,649 |
Remaining performance obligations, Percentage | 38.00% | 52.00% |
EARC [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 3,415 | $ 1,378 |
Remaining performance obligations, Percentage | 18.00% | 12.00% |
MENA [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 6,047 | $ 1,834 |
Remaining performance obligations, Percentage | 33.00% | 17.00% |
APAC [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 1,487 | $ 1,420 |
Remaining performance obligations, Percentage | 8.00% | 13.00% |
Technology [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Remaining performance obligations, Total | $ 619 | $ 632 |
Remaining performance obligations, Percentage | 3.00% | 6.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of RPOs Expected Revenue Recognition (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Total RPOs | $ 18,638 | $ 10,913 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Total RPOs | $ 9,512 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Total RPOs | $ 4,959 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Total RPOs | $ 4,167 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Revenue by Product Offering, Contract Types and Revenue Recognition Methodology (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | $ 8,431 | $ 6,705 | $ 2,985 |
Offshore and subsea [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 2,845 | 2,289 | 2,985 |
LNG [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 1,445 | 1,309 | |
Downstream [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1],[2] | 3,173 | 2,224 | |
Power [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 968 | 883 | |
Fixed priced [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 6,835 | 5,239 | 2,895 |
Reimbursable [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 926 | 1,004 | |
Hybrid [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 485 | 260 | |
Unit-basis and other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 185 | 202 | 90 |
Over time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | 8,283 | 6,628 | $ 2,985 |
At a point in time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | [1] | $ 148 | $ 77 | |
[1] | Intercompany amounts have been eliminated in consolidation. | |||
[2] | Includes the results of our Technology operating group. |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Revenues recognized due to changes in transaction price | [1] | $ 8,431 | $ 6,705 | $ 2,985 | ||
Revenue included from settlement of claims | $ 121 | 121 | ||||
Advance billings on contracts | 1,600 | |||||
Unapproved change orders and claims | 231 | 231 | 428 | |||
Unapproved change orders and claims in our RPO balance | 60 | 60 | 130 | |||
Incentives amount included in transaction prices | 218 | 218 | ||||
Incentives amount included in our RPO balance | $ 28 | $ 28 | ||||
Estimated percentage of in progress as of combination date | 0.00% | 0.00% | ||||
Effect of changes in estimated project cost on operating results | $ 700 | $ 165 | ||||
Uncompleted Contracts [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 124 | 124 | 266 | |||
Cameron Liquefied Natural Gas Project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | 45 | 45 | ||||
Freeport LNG Train 3 Project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Effect of changes in estimated project cost on operating results | 130 | |||||
NCSA [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Revenues recognized due to changes in transaction price | 144 | |||||
Effect of changes in estimated project cost on operating results | 689 | 190 | ||||
NCSA [Member] | Cameron Liquefied Natural Gas Project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 45 | $ 45 | ||||
Percentage of complete acquired on post combination basis | 87.00% | 87.00% | ||||
Percentage of complete acquired on pre combination basis | 96.00% | 96.00% | ||||
Effect of changes in estimated project cost on operating results | $ 180 | |||||
Revenue recognized achievement of progress milestones | 200 | |||||
NCSA [Member] | Freeport LNG Trains 1 and 2 Project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 8 | $ 8 | ||||
Percentage of complete acquired on post combination basis | 97.00% | 97.00% | ||||
Percentage of complete acquired on pre combination basis | 99.00% | 99.00% | ||||
Effect of changes in estimated project cost on operating results | $ 127 | |||||
Incentive revenues recognized | 5 | |||||
NCSA [Member] | Freeport LNG Train 3 Project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Effect of changes in estimated project cost on operating results | 8 | |||||
NCSA [Member] | Rota 3 pipeline project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 26 | 26 | ||||
Effect of changes in estimated project cost on operating results | $ 78 | $ 78 | $ 78 | |||
Percentage of completion | 66.00% | 66.00% | ||||
NCSA [Member] | Asheville power plant project [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 1 | $ 1 | ||||
Effect of changes in estimated project cost on operating results | $ 97 | |||||
Percentage of completion | 98.00% | 98.00% | ||||
NCSA [Member] | Line 1 and Line 10 project for Pemex [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Provisions for estimated losses | $ 1 | $ 1 | ||||
Effect of changes in estimated project cost on operating results | $ 32 | |||||
Percentage of completion | 99.00% | 99.00% | ||||
APAC [Member] | ||||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||||
Revenues recognized due to changes in transaction price | $ 81 | |||||
[1] | Intercompany amounts have been eliminated in consolidation. |
Project Changes in Estimates -
Project Changes in Estimates - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Project | Dec. 31, 2017USD ($) | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | $ 700 | $ 165 | |||
NCSA [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 689 | $ 190 | |||
NCSA [Member] | Cameron Liquefied Natural Gas Project [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 180 | ||||
NCSA [Member] | Freeport LNG Project [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 138 | ||||
NCSA [Member] | Power Projects [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 144 | ||||
NCSA [Member] | Downstream Petrochemical Projects [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 44 | ||||
NCSA [Member] | Calpine [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 28 | ||||
NCSA [Member] | Abkatun A2, Line 1 and Line 10 and Xanab Project for Pemex [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 46 | ||||
NCSA [Member] | Rota 3 pipeline project [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | $ 78 | $ 78 | 78 | ||
EARC [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 45 | ||||
APAC [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | 40 | $ 56 | 62 | ||
Number of projects | Project | 2 | ||||
MENA [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | $ 74 | $ 163 | $ 103 | ||
Number of projects | Project | 3 | ||||
NCSA, MENA and APAC [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effect of changes in estimated project cost on operating results | $ 29 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 800 | $ 520 | |||
Restricted cash and cash equivalents | [1] | 393 | 325 | ||
Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows | $ 1,193 | $ 845 | $ 408 | $ 612 | |
[1] | Debt |
Accounts Receivable - Trade Rec
Accounts Receivable - Trade Receivable Balances (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Contract receivables | [1] | $ 969 | $ 794 |
Retainages | [2] | 148 | 155 |
Accounts receivable-trade, net | 1,087 | 932 | |
Contract receivables [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Less allowances | (30) | (17) | |
Accounts receivable-trade, net | $ 1,087 | $ 932 | |
[1] | |||
[2] |
Accounts Receivable -Trade Rece
Accounts Receivable -Trade Receivable Balances (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable—long-term retainages | $ 24 | $ 62 |
Retainages expected to be collected in 2021 | 18 | |
Retainages expected to be collected after 2021 | 6 | |
Accounts Receivable [Member] | At a point in time [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Unbilled receivables | $ 44 | $ 31 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill by Reporting Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | [3] | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Goodwill [Line Items] | |||||||||||
Balance as of December 31, 2018 | [1] | $ 2,654 | |||||||||
Adjustments to finalize purchase accounting estimates | [2] | 168 | |||||||||
Allocation to APP disposition | (90) | ||||||||||
Currency translation adjustments | (16) | ||||||||||
Goodwill impairment | $ (60) | [3] | $ (1,370) | $ (2,168) | [4],[5] | (1,430) | [6] | $ (2,168) | [6] | ||
Balance as of December 31, 2019 | 1,286 | 2,654 | [1] | 1,286 | 2,654 | [1] | |||||
NCSA [Member] | |||||||||||
Goodwill [Line Items] | |||||||||||
Balance as of December 31, 2018 | [1] | 1,041 | |||||||||
Adjustments to finalize purchase accounting estimates | [2] | 160 | |||||||||
Allocation to APP disposition | (90) | ||||||||||
Goodwill impairment | (1,111) | ||||||||||
Balance as of December 31, 2019 | [1] | 1,041 | 1,041 | ||||||||
EARC [Member] | |||||||||||
Goodwill [Line Items] | |||||||||||
Balance as of December 31, 2018 | [1] | 421 | |||||||||
Currency translation adjustments | (5) | ||||||||||
Goodwill impairment | (59) | (319) | |||||||||
Balance as of December 31, 2019 | 97 | 421 | [1] | 97 | 421 | [1] | |||||
MENA [Member] | |||||||||||
Goodwill [Line Items] | |||||||||||
Balance as of December 31, 2018 | [1] | 46 | |||||||||
Adjustments to finalize purchase accounting estimates | [2] | 4 | |||||||||
Balance as of December 31, 2019 | 50 | 46 | [1] | 50 | 46 | [1] | |||||
Technology [Member] | |||||||||||
Goodwill [Line Items] | |||||||||||
Balance as of December 31, 2018 | [1] | 1,146 | |||||||||
Adjustments to finalize purchase accounting estimates | [2] | 4 | |||||||||
Currency translation adjustments | (11) | ||||||||||
Balance as of December 31, 2019 | $ 1,139 | $ 1,146 | [1] | $ 1,139 | $ 1,146 | [1] | |||||
[1] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. | ||||||||||
[2] | Our purchase accounting allocation was finalized in the second quarter of 2019. See Note 3, Business Combination, | ||||||||||
[3] | 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | ||||||||||
[4] | 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. | ||||||||||
[5] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | ||||||||||
[6] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill by Reporting Segment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||
Cumulative impairment charges | $ 60 | [1] | $ 1,370 | [1] | $ 2,168 | [2],[3] | $ 1,430 | [4] | $ 2,168 | [4] |
[1] | 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||
[2] | 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. | |||||||||
[3] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | |||||||||
[4] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | Aug. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | [1] | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | $ 60 | [1] | $ 1,370 | $ 2,168 | [2],[3] | $ 1,430 | [4] | $ 2,168 | [4] | |||
Goodwill | 1,286 | 2,654 | [5] | 1,286 | 2,654 | [5] | ||||||
Trade Names [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Impairment of intangible assets | $ 140 | |||||||||||
Amortization expense of intangible assets, 2020 | 15 | 15 | ||||||||||
Amortization expense of intangible assets, 2021 | 21 | 21 | ||||||||||
MENA [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 50 | 46 | [5] | $ 50 | 46 | [5] | ||||||
MENA [Member] | Discount rate [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate | 0.340 | 0.340 | ||||||||||
MENA [Member] | Minimum [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Fair value of reporting units exceeded | 96.00% | 96.00% | ||||||||||
Technology [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 1,139 | 1,146 | [5] | $ 1,139 | 1,146 | [5] | ||||||
Technology [Member] | Discount rate [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate | 0.150 | 0.150 | ||||||||||
Technology [Member] | Minimum [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Fair value of reporting units exceeded | 28.00% | 28.00% | ||||||||||
EARC [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate on forecasted and terminal discounted future cash flows | (35.50%) | |||||||||||
Goodwill impairment | $ 59 | $ 319 | ||||||||||
Goodwill | 97 | 421 | [5] | $ 97 | 421 | [5] | ||||||
EARC [Member] | Process Technologies [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Impairment of intangible assets | $ 2 | |||||||||||
EARC [Member] | Discount rate [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate | 0.335 | 0.335 | ||||||||||
EARC [Member] | Maximum [Member] | Discount rate [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate | 0.355 | 0.355 | ||||||||||
NCSA [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | $ 1,111 | |||||||||||
Goodwill | [5] | $ 1,041 | $ 1,041 | |||||||||
NCSA [Member] | Trade Names [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Useful Life Range | 1 year 9 months 18 days | 8 years 8 months 12 days | ||||||||||
Impairment of intangible assets | $ 17 | |||||||||||
NCSA [Member] | Discount rate [Member] | ||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||
Discount rate | 0.330 | 0.330 | ||||||||||
[1] | 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||
[2] | 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. | |||||||||||
[3] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | |||||||||||
[4] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets | |||||||||||
[5] | As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as previously described in the 2018 Form 10-K. |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Key Assumptions Used in Deriving Reporting Units Fair Value (Detail) | Dec. 31, 2019 |
Discount rate [Member] | NCSA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.330 |
Discount rate [Member] | EARC [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.335 |
Discount rate [Member] | MENA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.340 |
Discount rate [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.150 |
Compound annual growth rate [Member] | NCSA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.29 |
Compound annual growth rate [Member] | EARC [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.46 |
Compound annual growth rate [Member] | MENA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.17 |
Compound annual growth rate [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.08 |
Terminal growth rate [Member] | NCSA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.02 |
Terminal growth rate [Member] | EARC [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.02 |
Terminal growth rate [Member] | MENA [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.02 |
Terminal growth rate [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill Measurement Input | 0.02 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Finite Lived Intangible Assets [Line Items] | |||
Net Carrying Amount | $ 751 | $ 1,009 | |
Other Intangible Assets [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | [1] | 21 years | |
Gross Carrying Amount | [1] | $ 870 | 1,071 |
Accumulated Amortization | [1] | (119) | (62) |
Net Carrying Amount | [1] | $ 751 | 1,009 |
Other Intangible Assets [Member] | Process Technologies [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 27 years | ||
Gross Carrying Amount | $ 509 | 514 | |
Accumulated Amortization | (36) | (14) | |
Net Carrying Amount | $ 473 | 500 | |
Other Intangible Assets [Member] | Trade Names [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 13 years | ||
Gross Carrying Amount | $ 212 | 401 | |
Accumulated Amortization | (31) | (23) | |
Net Carrying Amount | $ 181 | 378 | |
Other Intangible Assets [Member] | Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 10 years | ||
Gross Carrying Amount | $ 123 | 129 | |
Accumulated Amortization | (47) | (23) | |
Net Carrying Amount | $ 76 | 106 | |
Other Intangible Assets [Member] | Trademarks [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 10 years | ||
Gross Carrying Amount | $ 26 | 27 | |
Accumulated Amortization | (5) | (2) | |
Net Carrying Amount | $ 21 | $ 25 | |
[1] | The decrease in other intangible assets during 2019 primarily related to an impairment charge of $159 million, amortization expense of $87 million, intangible assets allocated to the disposition of APP and the impact of foreign currency translation, partially offset by an increase of approximately $6 million due to the acquisition of the assets of Siluria, discussed in Note 4, Acquisition and Disposition Transactions |
Goodwill and Other Intangible_8
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | [1],[2] | Sep. 30, 2018 | [1],[2] | Jun. 30, 2018 | [1],[2] | Dec. 31, 2019 | Dec. 31, 2018 | ||
Finite Lived Intangible Assets [Line Items] | ||||||||||||||||
Other intangibles amortization | $ 22 | [1] | $ 21 | $ 22 | $ 22 | $ 27 | $ 25 | $ 10 | $ 87 | $ 62 | ||||||
Other Intangible Assets [Member] | ||||||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||||||
Impairment charge | 159 | |||||||||||||||
Other intangibles amortization | 87 | |||||||||||||||
Intangible asset, impact of foreign currency translation | 6 | 6 | ||||||||||||||
Amortization expense, 2020 | 75 | 75 | ||||||||||||||
Amortization expense, 2021 | 64 | 64 | ||||||||||||||
Amortization expense, 2022 | 52 | 52 | ||||||||||||||
Amortization expense, 2023 | 51 | 51 | ||||||||||||||
Amortization expense, 2024 | $ 50 | $ 50 | ||||||||||||||
[1] | Represents amortization of other intangible assets acquired in the Combination. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||||||
[2] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. |
Goodwill and Other Intangible_9
Goodwill and Other Intangible Assets - Schedule of Project Related Intangibles (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Project related intangible assets, Weighted Average Useful Life | 4 years | ||
Project related intangible assets, Gross Carrying Amount | $ 246 | $ 259 | |
Project related intangible assets, Accumulated Amortization | (198) | (122) | |
Project related intangible assets, Net Carrying Amount | $ 48 | 137 | |
Project related intangible liabilities, Weighted Average Useful Life | 2 years | ||
Project related intangible liabilities, Gross Carrying Amount | $ (109) | (109) | |
Project related intangible liabilities, Accumulated Amortization | 99 | 43 | |
Project related intangible liabilities, Net Carrying Amount | (10) | (66) | |
Total, Gross Carrying Amount | [1] | 137 | 150 |
Total, Accumulated Amortization | [1] | (99) | (79) |
Total, Net Carrying Amount | [1] | $ 38 | $ 71 |
[1] | The decrease in project-related intangible assets during 2019 primarily related to net amortization expense of $34 million, impairment of $3 million and the impact of foreign currency translation. Net a |
Goodwill and Other Intangibl_10
Goodwill and Other Intangible Assets - Schedule of Project Related Intangibles (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | [1],[2] | Sep. 30, 2018 | [1],[2] | Jun. 30, 2018 | [1],[2] | Dec. 31, 2019 | Dec. 31, 2018 | ||
Finite Lived Intangible Assets [Line Items] | ||||||||||||||||
Net amortization expense | $ 22 | [1] | $ 21 | $ 22 | $ 22 | $ 27 | $ 25 | $ 10 | $ 87 | $ 62 | ||||||
Project Related Intangibles [Member] | ||||||||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||||||||
Net amortization expense | 34 | |||||||||||||||
Impairment charge | 3 | |||||||||||||||
Net amortization expense, 2020 | 22 | 22 | ||||||||||||||
Net amortization expense, 2021 | 5 | 5 | ||||||||||||||
Net amortization expense, 2022 | 8 | 8 | ||||||||||||||
Net amortization expense, 2023 | $ 2 | $ 2 | ||||||||||||||
[1] | Represents amortization of other intangible assets acquired in the Combination. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||||||
[2] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. |
Joint Venture and Consortium _3
Joint Venture and Consortium Arrangements - Additional Information (Detail) $ in Millions | Sep. 30, 2019USD ($) | Mar. 08, 2019USD ($) | Nov. 08, 2018USD ($) | Dec. 31, 2019USD ($)TrainLNG | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 6.00% | |||||
Investment in unconsolidated affiliate related amortization | $ 11 | $ 12 | ||||
Dividends Received | $ 22 | 4 | $ 0 | |||
Chevron-Lummus Global [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
NET Power [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 32.50% | |||||
McDermott/CTCI [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
io Oil and Gas [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
Qingdao McDermott Wuchuan Offshore Engineering Company Ltd. [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
Accrued Liabilities [Member] | McDermott/CTCI [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Advances to ventures | $ 95 | 95 | ||||
Accrued Liabilities [Member] | Proportionately Consolidated Joint Ventures [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Advances to ventures | $ 29 | $ 53 | ||||
CTCI [Member] | McDermott/CTCI [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
Exelon [Member] | NET Power [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 32.50% | |||||
8 Rivers Capital [Member] | NET Power [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 29.60% | |||||
Oxy Low Carbon Ventures Limited Liability Corporation | NET Power [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 5.40% | 10.00% | 5.40% | |||
Equity method investment, amount sold | $ 60 | |||||
Cash payment on equity method investment | $ 11 | $ 20 | ||||
Baker Hughes [Member] | io Oil and Gas [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
Wuhan Wuchuan Investment Holding Co., Ltd. [Member] | Qingdao McDermott Wuchuan Offshore Engineering Company Ltd. [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Equity method investment, percentage | 50.00% | |||||
McDermott/Orano [Member] | McDermott [Member] | Variable Interest Entities ("VIEs") [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage in consolidated joint ventures | 70.00% | |||||
McDermott/Orano [Member] | Orano [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Conversion of NCI and distribution to NCI partners | $ 25 | |||||
McDermott/Orano [Member] | Orano [Member] | Variable Interest Entities ("VIEs") [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage in consolidated joint ventures | 30.00% | |||||
Profit sharing percentage transfer to Orano | 18.00% | |||||
Mc Dermott And Kentz | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Number of liquefied natural gas trains | LNG | 3 | |||||
Mc Dermott And Kentz | McDermott [Member] | Variable Interest Entities ("VIEs") [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage in consolidated joint ventures | 65.00% | |||||
Mc Dermott And Kentz | Kentz [Member] | Variable Interest Entities ("VIEs") [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage in consolidated joint ventures | 35.00% | |||||
McDermott/Zachry [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by parent | 50.00% | |||||
Number of liquefied natural gas trains | Train | 2 | |||||
McDermott/Zachry [Member] | Zachry [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% | |||||
McDermott/Zachry/Chiyoda [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by parent | 33.30% | |||||
McDermott/Zachry/Chiyoda [Member] | Zachry [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 33.30% | |||||
McDermott/Zachry/Chiyoda [Member] | Chiyoda [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 33.30% | |||||
McDermott/Chiyoda [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by parent | 50.00% | |||||
Number of Liquefied Natural Gas | LNG | 3 | |||||
McDermott/Chiyoda [Member] | Chiyoda [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% | |||||
McDermott/CTCI [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by parent | 42.50% | |||||
McDermott/CTCI [Member] | CTCI [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 57.50% | |||||
CCS JV [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by parent | 24.983% | |||||
Number of liquefied natural gas trains | LNG | 2 | |||||
CCS JV [Member] | Chiyoda [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 0.068% | |||||
CCS JV [Member] | Saipem [Member] | ||||||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 74.949% |
Joint Venture and Consortium _4
Joint Venture and Consortium Arrangements - Summarized Balance Sheet Information for Proportionately Consolidated Consortiums (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Current assets | $ 3,555 | $ 3,033 | |
Total assets | 8,737 | 9,440 | |
Current liabilities | 9,444 | 4,217 | |
Proportionately Consolidated Joint Ventures [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Current assets | [1] | 529 | 299 |
Non-current assets | 6 | 10 | |
Total assets | 535 | 309 | |
Current liabilities | $ 671 | $ 992 | |
[1] | Our consortium arrangements may allow for excess working capital of the consortium to be advanced to the consortium participants. Such advances are returned to the ventures for working capital needs as necessary. Accordingly, at a reporting period end a consortium may have advances to its participants which are reflected as an advance receivable within current assets of the consortium. As of December 31, 2019 and 2018, Accounts receivable — , |
Joint Venture and Consortium _5
Joint Venture and Consortium Arrangements - Summarized Balance Sheet Information for Proportionately Consolidated Consortiums (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable-other [Member] | Proportionately Consolidated Joint Ventures [Member] | ||
Schedule Of Equity Method Investments And Joint Ventures [Line Items] | ||
Advances from ventures | $ 41 | $ 44 |
Joint Venture and Consortium _6
Joint Venture and Consortium Arrangements - Summarized Balance Sheet Information for Proportionately Consolidated Collaborative Arrangement (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Current assets | $ 3,555 | $ 3,033 |
Total assets | 8,737 | 9,440 |
Current liabilities | 9,444 | $ 4,217 |
Collaborative Arrangement [Member] | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Current assets | 180 | |
Total assets | 180 | |
Current liabilities | $ 175 |
Joint Venture and Consortium _7
Joint Venture and Consortium Arrangements - Summarized Balance Sheet Information for Consolidated Joint Venture (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 3,555 | $ 3,033 |
Total assets | 8,737 | 9,440 |
Current liabilities | 9,444 | 4,217 |
Variable Interest Entities ("VIEs") [Member] | ||
Variable Interest Entity [Line Items] | ||
Current assets | 39 | 102 |
Non-current assets | 16 | 15 |
Total assets | 55 | 117 |
Current liabilities | $ 120 | $ 138 |
Supplemental Balance Sheet De_3
Supplemental Balance Sheet Detail - Components of Supplemental Balance Sheet Detail (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, plant and equipment | |||
Property, Plant and Equipment | $ 3,246 | $ 3,082 | |
Less accumulated depreciation | [1] | (1,117) | (1,015) |
Property, plant and equipment, net | [2] | 2,129 | 2,067 |
Accrued liabilities | |||
Accrued contract costs | 767 | 796 | |
Advances from equity method and proportionally consolidated joint ventures and consortiums | [3] | 124 | 148 |
Income taxes payable | 70 | 69 | |
Accrued interest payable | 126 | 32 | |
Other accrued liabilities | [4] | 571 | 519 |
Accrued liabilities | 1,658 | 1,564 | |
Other non-current liabilities | |||
Pension, post-retirement medical and other employee benefit obligations | 338 | 324 | |
Self-insurance reserve | 76 | 80 | |
Income tax reserves | 84 | 86 | |
Other | [5] | 285 | 174 |
Other non-current liabilities | 783 | 664 | |
Marine Vessels [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 1,723 | 1,686 | |
Construction And Other Equipment [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 643 | 704 | |
Building [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 296 | 292 | |
Company Equipment under Construction [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 204 | 99 | |
Assets under Finance Leases [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 59 | 75 | |
Land [Member] | |||
Property, plant and equipment | |||
Property, Plant and Equipment | 39 | 41 | |
Other [Member} | |||
Property, plant and equipment | |||
Property, Plant and Equipment | $ 282 | $ 185 | |
[1] | Our depreciation expense was approximately $128 million, $115 million and $93 million in 2019, 2018 and 2017, respectively. For a discussion relating to impairments of marine-vessel-related property, plant and equipment, see Note 16, Fair Value Measurements | ||
[2] | Our marine vessels are included in the area in which they were located as of the reporting date. | ||
[3] | Represents advances from our joint ventures and consortiums in which we participate. See Note 10, Joint Venture and Consortium Arrangements | ||
[4] | Represents various accruals that are individually less than 5% of total current liabilities. | ||
[5] | Includes $129 million in 2019 and $17 million in 2018 associated with accrued liabilities incurred in connection with the Amazon Modification Agreements, as defined in Note 14, Lease Obligations . |
Supplemental Balance Sheet De_4
Supplemental Balance Sheet Detail - Components of Supplemental Balance Sheet Detail (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Supplemental Balance Sheet Detail [Line Items] | ||||
Other | [1] | $ 285 | $ 174 | |
Accrued Liabilities [Member] | ||||
Supplemental Balance Sheet Detail [Line Items] | ||||
Other | 129 | 17 | ||
Marine Vessels [Member] | ||||
Supplemental Balance Sheet Detail [Line Items] | ||||
Depreciation expense | $ 128 | $ 115 | $ 93 | |
Maximum [Member] | ||||
Supplemental Balance Sheet Detail [Line Items] | ||||
Percentage of total current liabilities | 5.00% | |||
[1] | Includes $129 million in 2019 and $17 million in 2018 associated with accrued liabilities incurred in connection with the Amazon Modification Agreements, as defined in Note 14, Lease Obligations . |
Supplemental Balance Sheet De_5
Supplemental Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Interest incurred | $ 749 | $ 270 | $ 67 |
Interest capitalized | $ 7 | $ 4 | $ 2 |
Restructuring and Integration_2
Restructuring and Integration Costs and Transaction Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | [2] | Sep. 30, 2018 | [2] | Jun. 30, 2018 | [2] | Mar. 31, 2018 | [2] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Restructuring And Related Activities [Abstract] | |||||||||||||||||||
Restructuring and integration costs | $ 11,000,000 | [1] | $ 14,000,000 | [1] | $ 20,000,000 | [1] | $ 69,000,000 | [1] | $ 28,000,000 | [1] | $ 31,000,000 | [1] | $ 63,000,000 | [1] | $ 12,000,000 | [1] | $ 114,000,000 | $ 134,000,000 | $ 0 |
Transaction costs | 28,000,000 | [3] | $ 14,000,000 | [3] | $ 11,000,000 | [3] | $ 4,000,000 | [3] | $ 3,000,000 | [4] | $ 5,000,000 | [4] | $ 37,000,000 | [4] | $ 3,000,000 | [4] | 57,000,000 | $ 48,000,000 | $ 9,000,000 |
Accrued liability associated with transaction costs | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||
[1] | P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. | ||||||||||||||||||
[2] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | ||||||||||||||||||
[3] | 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. | ||||||||||||||||||
[4] | 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Obligations (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 801 | |
Less: unamortized debt issuance costs | $ (1) | |
Current debt, net of unamortized debt issuance costs | 4,306 | 30 |
Less: current maturities of long-term debt | (4,306) | (30) |
Less: unamortized debt issuance costs | (136) | |
Long-term debt, net of unamortized debt issuance costs | 3,393 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 801 | |
Structured Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 32 | |
New Term Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowing current | 746 | |
Term Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowing current | 2,220 | 23 |
Long-term borrowing | 2,200 | 2,243 |
10.625% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowing current | 1,300 | |
Long-term borrowing | 1,300 | |
North Ocean 105 Construction Financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowing current | $ 8 | 8 |
Long-term borrowing | $ 16 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Feb. 26, 2020USD ($) | Jan. 23, 2020USD ($) | Dec. 01, 2019USD ($) | Nov. 01, 2019USD ($) | Oct. 21, 2019USD ($)Subsidiary | Oct. 30, 2018USD ($) | May 10, 2018USD ($) | Apr. 18, 2018USD ($) | Sep. 30, 2010USD ($)Installment | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 08, 2018USD ($) | Dec. 18, 2017 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit facility fee percentage | 0.50% | |||||||||||||||||
Letter of credit outstanding fronting fee percentage | 0.25% | 0.25% | 0.25% | |||||||||||||||
Aggregate percentage of equity will receive by lenders upon funding | 15.00% | |||||||||||||||||
Debt Instrument Scheduled Interest Payment Due | $ 69,000,000 | $ 69,000,000 | ||||||||||||||||
Letter of credit participation fee percentage | 5.00% | 5.00% | 5.00% | |||||||||||||||
Redemption price percentage | 35.00% | |||||||||||||||||
Minimum percentage of aggregate principle amount called up for immediate repayment upon default of scheduled interest payment | 25.00% | |||||||||||||||||
Failure to make interest payment due | $ 69,000,000 | $ 69,000,000 | $ 69,000,000 | $ 69,000,000 | ||||||||||||||
Percentage of interest acquired in subsidiary | 53.00% | |||||||||||||||||
Future maturities 2020 | $ 23,000,000 | $ 23,000,000 | 23,000,000 | |||||||||||||||
Revolving credit facility borrowings | $ 2,451,000,000 | |||||||||||||||||
Debtor in possession of financing interest rate percentage | 9.00% | 9.00% | 9.00% | |||||||||||||||
Debtor in possession financing additional interest rate on borrowings in event of default | 2.00% | 2.00% | 2.00% | |||||||||||||||
Payments of debt issuance costs | $ 160,000,000 | $ 217,000,000 | $ 21,000,000 | |||||||||||||||
Interest expense recognized | $ 316,000,000 | $ 316,000,000 | ||||||||||||||||
JRM Mexico [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Receivables sold | 65,000,000 | |||||||||||||||||
Factoring costs trade receivables | $ 2,000,000 | |||||||||||||||||
Percentage of receivables sold withheld and received | 10.00% | |||||||||||||||||
Cash received from receivables, net of fees and amounts withheld | $ 57,000,000 | |||||||||||||||||
Fiscal Quarters Ending December 31, 2019 through June 30, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 0.70% | |||||||||||||||||
Fiscal Quarters Ending September 30, 2020 and December 31, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 1.10% | |||||||||||||||||
Fiscal Quarters Ending March 31, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 1.20% | |||||||||||||||||
Maximum permitted leverage ratio | 5.30% | 5.30% | 5.30% | |||||||||||||||
Fiscal Quarters Ending June 30, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 1.40% | |||||||||||||||||
Maximum permitted leverage ratio | 4.80% | 4.80% | 4.80% | |||||||||||||||
Fiscal Quarters Ending September 30, 2021 and December 31, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 1.30% | |||||||||||||||||
Fiscal Quarter Ending after December 31, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Minimum fixed charge coverage ratio | 1.50% | |||||||||||||||||
Maximum permitted leverage ratio | 3.25% | 3.25% | 3.25% | |||||||||||||||
Fiscal Quarter Ending December 31, 2019 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 11.70% | 11.70% | 11.70% | |||||||||||||||
Fiscal Quarter Ending March 31, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 11.60% | 11.60% | 11.60% | |||||||||||||||
Fiscal Quarter Ending June 30, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 10.30% | 10.30% | 10.30% | |||||||||||||||
Fiscal Quarter Ending September 30, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 6.50% | 6.50% | 6.50% | |||||||||||||||
Fiscal Quarter Ending December 31, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 6.00% | 6.00% | 6.00% | |||||||||||||||
Fiscal Quarters Ending September 30, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 4.70% | 4.70% | 4.70% | |||||||||||||||
Fiscal Quarters Ending December 31, 2021 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum permitted leverage ratio | 4.80% | 4.80% | 4.80% | |||||||||||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate derivatives | $ 1,940,000,000 | |||||||||||||||||
Financial Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 4.25% | 4.25% | 4.25% | |||||||||||||||
Performance Stand By Letters Of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 2.125% | 2.125% | 2.125% | |||||||||||||||
Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Stock and other equity percentage | 100.00% | 100.00% | 100.00% | |||||||||||||||
Maximum [Member] | JRM Mexico [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 2.00% | |||||||||||||||||
Maximum [Member] | Financial Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 4.25% | 4.25% | 4.25% | |||||||||||||||
Maximum [Member] | Performance Stand By Letters Of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 2.125% | 2.125% | 2.125% | |||||||||||||||
Minimum [Member] | JRM Mexico [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 1.40% | |||||||||||||||||
Minimum [Member] | Financial Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 3.75% | 3.75% | 3.75% | |||||||||||||||
Minimum [Member] | Performance Stand By Letters Of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 1.875% | 1.875% | 1.875% | |||||||||||||||
Interbank Equilibrium Interest Rate [Member] | Maximum [Member] | Mexico [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 1.70% | |||||||||||||||||
Interbank Equilibrium Interest Rate [Member] | Minimum [Member] | Mexico [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 1.40% | |||||||||||||||||
Level 3 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of embedded derivatives | [1] | $ 28,000,000 | $ 28,000,000 | $ 28,000,000 | ||||||||||||||
Morgan Stanley Senior Funding Inc | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 50,000,000 | |||||||||||||||||
New LC Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument issued or deemed issued | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||
Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | 188,000,000 | 188,000,000 | 188,000,000 | |||||||||||||||
Senior secured long-term borrowing | 1,440,000,000 | 1,440,000,000 | $ 1,440,000,000 | |||||||||||||||
Facility expire month and year | 2023-05 | |||||||||||||||||
Letters of credit outstanding | 1,252,000,000 | 1,252,000,000 | $ 1,252,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Senior secured long-term borrowing | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||
Facility expire month and year | 2023-05 | |||||||||||||||||
Borrowing outstanding | 801,000,000 | 801,000,000 | $ 801,000,000 | |||||||||||||||
Maximum borrowing outstanding | 801,000,000 | |||||||||||||||||
Letters of credit outstanding | 194,000,000 | 194,000,000 | $ 194,000,000 | |||||||||||||||
Interest expense recognized | 18,000,000 | |||||||||||||||||
Revolving Credit Facility [Member] | Eurodollar Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 4.25% | |||||||||||||||||
Revolving Credit Facility [Member] | Eurodollar Rate [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 4.25% | |||||||||||||||||
Revolving Credit Facility [Member] | Eurodollar Rate [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 3.75% | |||||||||||||||||
Revolving Credit Facility [Member] | Base Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 3.25% | |||||||||||||||||
Revolving Credit Facility [Member] | Base Rate | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 3.25% | |||||||||||||||||
Revolving Credit Facility [Member] | Base Rate | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 2.75% | |||||||||||||||||
Financial Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letters of credit outstanding | 49,000,000 | 49,000,000 | $ 49,000,000 | |||||||||||||||
Structured Equipment Financing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | 37,000,000 | 37,000,000 | $ 37,000,000 | |||||||||||||||
Debt instrument maturity month and year | 2020-01 | |||||||||||||||||
Revolving credit facility borrowings | $ 32,000,000 | |||||||||||||||||
New Term Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Borrowings outstanding prior to bifurcation of embedded derivatives | 800,000,000 | 800,000,000 | $ 800,000,000 | |||||||||||||||
Term Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | 2,260,000,000 | |||||||||||||||||
Term Facility [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate derivatives | $ 1,940,000,000 | |||||||||||||||||
Term Facility [Member] | Eurodollar Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 5.00% | |||||||||||||||||
Term Facility [Member] | Base Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 4.00% | |||||||||||||||||
Term Facility [Member] | Floor Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 1.00% | |||||||||||||||||
Senior Secured Credit Facility [Member] | Term Facility Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | 310,000,000 | |||||||||||||||||
Term Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term facility, borrowings outstanding Amount | 2,200,000,000 | 2,200,000,000 | $ 2,200,000,000 | 2,243,000,000 | ||||||||||||||
Interest expense recognized | 87,000,000 | |||||||||||||||||
Second-lien Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Aggregate principal amount redeemed | $ 500,000,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issue of second-lien seven-year senior secured notes | $ 1,300,000,000 | |||||||||||||||||
Debt instrument maturity month and year | 2024-05 | |||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||||
Interest expense recognized | 52,000,000 | |||||||||||||||||
Senior Notes [Member] | One or More Qualified Equity Offerings [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Redemption price percentage | 110.625% | |||||||||||||||||
Senior Notes [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Redemption price percentage | 35.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of subsidiaries | Subsidiary | 3 | |||||||||||||||||
Available capacity under credit facility | $ 1,700,000,000 | |||||||||||||||||
Fair value of embedded derivatives | $ 60,000,000 | |||||||||||||||||
Embedded Derivative Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |||||||||||||||||
Debt instrument maximum cost adjustments amount | $ 260,000,000 | |||||||||||||||||
Percentage of delivered approved budget less than projected amount | 20.00% | |||||||||||||||||
Percentage of delivered approved budget exceeds projected amount | 20.00% | |||||||||||||||||
Percentage of delivered approved budget exceeds projected amount for first week | 20.00% | |||||||||||||||||
Debt instrument covenant one liquidity | $ 100,000,000 | |||||||||||||||||
Debt instrument covenant three minimum liquidity | 75,000,000 | |||||||||||||||||
Superpriority Credit Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument covenant minimum liquidity | 75,000,000 | |||||||||||||||||
Superpriority Credit Agreement [Member] | Level 3 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of embedded derivatives | 28,000,000 | 28,000,000 | $ 28,000,000 | |||||||||||||||
Superpriority Credit Agreement [Member] | Tranche A [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 650,000,000 | |||||||||||||||||
Superpriority Credit Agreement [Member] | New LC Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | $ 400,000,000 | |||||||||||||||||
Letter of credit facility fee percentage | 1.50% | |||||||||||||||||
Letter of credit outstanding fronting fee percentage | 0.50% | |||||||||||||||||
Excess cash flow | 75.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New LC Facility [Member] | First Six Months After Closing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of principal amount of term loan to be repaid | 3.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New LC Facility [Member] | Maximum [Member] | First Six Months After Closing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of principal amount of term loan to be repaid | 3.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New LC Facility [Member] | Base Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 9.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New LC Facility [Member] | Tranche A [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | $ 100,000,000 | |||||||||||||||||
Superpriority Credit Agreement [Member] | New Term Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | $ 1,300,000,000 | |||||||||||||||||
Interest expense recognized | 130,000,000 | |||||||||||||||||
Superpriority Credit Agreement [Member] | New Term Facility [Member] | Eurodollar Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 10.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New Term Facility [Member] | Base Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 9.00% | |||||||||||||||||
Superpriority Credit Agreement [Member] | New Term Facility [Member] | Tranche A [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | $ 550,000,000 | |||||||||||||||||
Superpriority Credit Facility [Member] | Tranche B [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 350,000,000 | |||||||||||||||||
Superpriority Credit Facility [Member] | New LC Facility [Member] | Tranche B [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 100,000,000 | |||||||||||||||||
Superpriority Credit Facility [Member] | New Term Facility [Member] | Tranche B [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | $ 250,000,000 | |||||||||||||||||
Credit Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 4,700,000,000 | |||||||||||||||||
Payments of debt issuance costs | 160,000,000 | |||||||||||||||||
Credit Agreement [Member] | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Excess cash flow | 75.00% | |||||||||||||||||
Senior secured long-term borrowing | $ 1,440,000,000 | |||||||||||||||||
Credit Agreement [Member] | Term Facility Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit facility fee percentage | 3.00% | |||||||||||||||||
Credit Agreement [Member] | Term Facility Letters of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 319,700,000 | $ 319,700,000 | $ 319,700,000 | |||||||||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 1,000,000,000 | |||||||||||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Financial Letters of Credit [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available credit facility for issuance | 200,000,000 | |||||||||||||||||
Credit Agreement [Member] | Term Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 2,260,000,000 | |||||||||||||||||
Term facility maturity period | 7 years | |||||||||||||||||
Weighted average interest rate | 7.70% | 7.70% | 7.70% | |||||||||||||||
Debt instrument periodic payment | $ 5,650,000 | |||||||||||||||||
Credit Agreement [Member] | Term Facility [Member] | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | $ 5,000,000 | $ 5,000,000 | 5,000,000 | |||||||||||||||
Debt instrument issued or deemed issued | 305,000,000 | 305,000,000 | 305,000,000 | |||||||||||||||
Credit Agreement [Member] | Term Facility [Member] | Financial Letters of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument issued or deemed issued | 49,000,000 | 49,000,000 | $ 49,000,000 | |||||||||||||||
Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Deposited cash collateral account to secure reimbursement obligations | $ 319,300,000 | |||||||||||||||||
Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Term Facility Letters of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior secured long-term borrowing | $ 310,000,000 | |||||||||||||||||
Debt Instrument Variable Rate Administrative Agent's Prime Rate [Member] | Term Facility [Member] | Eurodollar Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 1.00% | |||||||||||||||||
Debt Instrument Variable Rate Administrative Agent's Prime Rate [Member] | Term Facility [Member] | Federal Funds Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Base rate and applicable margin | 0.50% | |||||||||||||||||
Letter of Credit Agreement [Member] | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | $ 230,000,000 | |||||||||||||||||
Debt instrument issued or deemed issued | 228,000,000 | |||||||||||||||||
Available credit facility for issuance | 2,000,000 | |||||||||||||||||
Facility expire month and year | 2021-12 | |||||||||||||||||
Letter Of Credit Agreement Amendment | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letter of credit participation fee percentage | 5.00% | |||||||||||||||||
North Ocean Construction Financing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term facility, borrowings outstanding Amount | $ 16,000,000 | |||||||||||||||||
North Ocean Construction Financing [Member] | Secured Debt [Member] | North Ocean 105 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of interest acquired in subsidiary | 75.00% | |||||||||||||||||
Debt instrument frequency of installments | semiannual | |||||||||||||||||
Number of semiannual installments of principal repayment | Installment | 17 | |||||||||||||||||
Principal repayment | $ 4,000,000 | |||||||||||||||||
Debt instrument date of first installment payment | Oct. 1, 2012 | |||||||||||||||||
Principal repayment, description | The financing agreement requires principal repayment in 17 consecutive semiannual installments of approximately $4 million, which commenced on October 1, 2012. | |||||||||||||||||
Future maturities 2020 | 8,000,000 | 8,000,000 | $ 8,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | 2,810,000,000 | 2,810,000,000 | $ 2,810,000,000 | |||||||||||||||
Percentage of delivered approved budget less than projected amount | 15.00% | |||||||||||||||||
Percentage of delivered approved budget exceeds projected amount | 15.00% | |||||||||||||||||
Percentage of delivered approved budget exceeds projected amount for first week | 20.00% | |||||||||||||||||
Date entered by the Bankruptcy Court | Feb. 24, 2020 | |||||||||||||||||
Percentage of delivered approved budget exceeds projected amount for third week | 15.00% | |||||||||||||||||
Percentage of vendor disbursement and JV infusions delivered approved budget exceeds projected amount | 15.00% | |||||||||||||||||
Percentage of vendor disbursements and JV infusions delivered approved budget if projected amount exceed for first week | 20.00% | |||||||||||||||||
Percentage of vendor disbursements and JV infusions delivered approved budget exceeds projected amount for third week | 15.00% | |||||||||||||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letters of credit outstanding | 743,000,000 | 743,000,000 | $ 743,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility borrowings | $ 243,000,000 | $ 300,000,000 | ||||||||||||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche A [Member] | Available at Closing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letters of credit outstanding | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche B [Member] | Available upon Entry of Final DIP Order [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letters of credit outstanding | 243,000,000 | 243,000,000 | 243,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Letter of Credit Facility [Member] | Tranche C [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Letters of credit outstanding | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Term Facility [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility borrowings | $ 650,000,000 | 550,000,000 | ||||||||||||||||
Payments of debt issuance costs | $ 87,000,000 | |||||||||||||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Available capacity under credit facility | 2,067,000,000 | 2,067,000,000 | 2,067,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche A [Member] | Available at Closing [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 550,000,000 | 550,000,000 | 550,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche B [Member] | Available upon Entry of Final DIP Order [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 650,000,000 | 650,000,000 | 650,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche C [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | 823,000,000 | 823,000,000 | 823,000,000 | |||||||||||||||
DIP Credit Agreement [Member] | Term Loan Facility [Member] | Tranche D [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility available for capital | $ 44,000,000 | $ 44,000,000 | $ 44,000,000 | |||||||||||||||
[1] | The fair value of the embedded derivatives, discussed in Note 13, Debt inputs to the fair value measurement of the embedded derivatives are unobservable and reflect our estimates of forward yield, using a risk-free rate and a USD Energy CCC yield curve. |
Debt - Schedule of Minimum Adju
Debt - Schedule of Minimum Adjusted EBITDA (Detail) - USD ($) $ in Millions | Oct. 21, 2019 | Dec. 31, 2019 |
December 31, 2019 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | $ 430 | |
March 31, 2020 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 470 | |
June 30, 2020 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 530 | |
June 30, 2020 [Member] | DIP Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | $ 230 | |
September 30, 2020 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 880 | |
September 30, 2020 [Member] | DIP Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 410 | |
December 31, 2020 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 960 | |
December 31, 2020 [Member] | DIP Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | $ 640 | |
March 31, 2021 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | 1,090 | |
June 30, 2021 [Member] | Superpriority Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Minimum Adjusted EBITDA | $ 1,210 |
Debt - Summary of Future Schedu
Debt - Summary of Future Scheduled Maturities of the Term Facility (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 23 |
2021 | 23 |
2022 | 23 |
2023 | 23 |
2024 | 23 |
Thereafter | 2,105 |
Total debt | $ 2,220 |
Debt - Summary of Redemption Pr
Debt - Summary of Redemption Prices Expressed as Percentage (Detail) | Dec. 01, 2019 | Dec. 31, 2019 |
Debt Instrument Redemption [Line Items] | ||
Optional redemption price expressed as percentage | 35.00% | |
2021 [Member] | Senior Notes [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Optional redemption price expressed as percentage | 105.313% | |
2022 [Member] | Senior Notes [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Optional redemption price expressed as percentage | 102.656% | |
2023 and thereafter [Member] | Senior Notes [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Optional redemption price expressed as percentage | 100.00% |
Debt - Schedule of Uncommitted
Debt - Schedule of Uncommitted Bilateral Credit Facilities and Surety Bond Arrangements (Detail) - Uncommitted Bilateral Letter of Credit Facilities and Surety Bond Arrangements [Member] - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Bank Guarantee and Bilateral Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Available capacity under credit facility | [1] | $ 1,842 | $ 1,669 |
Letters of credit outstanding | [1] | 1,293 | 1,060 |
Surety Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Available capacity under credit facility | [2] | 835 | 842 |
Letters of credit outstanding | [2] | $ 601 | $ 475 |
[1] | |||
[2] | We also continue to maintain guarantees on behalf of CB&I’s former Capital Services Operations business and we are entitled to an indemnity from CSVC for the surety bonds and guarantees |
Debt - Schedule of Uncommitte_2
Debt - Schedule of Uncommitted Bilateral Credit Facilities and Surety Bond Arrangements (Parenthetical) (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Bank Guarantee and Bilateral Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Capacity available upon provision of cash collateral | $ 175 |
Surety Bonds [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, collateral amount | $ 312 |
Debt - Schedule of Maximum Proj
Debt - Schedule of Maximum Project Charges (Detail) - DIP Credit Agreement [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
December 31, 2019 [Member] | |
Debt Instrument [Line Items] | |
Maximum Project Charges | $ 260 |
March 31, 2020 [Member] | |
Debt Instrument [Line Items] | |
Maximum Project Charges | 50 |
June 30, 2020 [Member] | |
Debt Instrument [Line Items] | |
Maximum Project Charges | 50 |
September 30, 2020 [Member] | |
Debt Instrument [Line Items] | |
Maximum Project Charges | 40 |
December 31, 2020 [Member] | |
Debt Instrument [Line Items] | |
Maximum Project Charges | $ 30 |
Lease Obligations - Summary of
Lease Obligations - Summary of Leased Assets and Lease Liability Obligations (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease assets | $ 364 | ||
Finance lease assets | $ 50 | $ 70 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet | |
Total leased assets | $ 414 | $ 70 | |
Operating liabilities, Current | 98 | ||
Finance liabilities, Current | [1] | 47 | 8 |
Lease liabilities, Current | 145 | 8 | |
Operating liabilities, Noncurrent | 304 | ||
Finance liabilities, Noncurrent | 66 | ||
Lease liabilities, Noncurrent | 304 | 66 | |
Total lease liabilities | $ 449 | $ 74 | |
[1] | As a result of the debt compliance matters, we determined that the classification our finance lease obligations was current and, accordingly, we recorded those obligations within Current Liabilities on the Balance Sheet as of December 31, 2019. |
Lease Obligations - Additional
Lease Obligations - Additional Information (Detail) - USD ($) $ in Millions | Jul. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee Lease Description [Line Items] | |||
Finance lease liability | $ 47 | ||
Finance lease assets | 50 | $ 70 | |
Jack-up Barge [Member] | |||
Lessee Lease Description [Line Items] | |||
Finance lease assets | 17 | ||
Amazon Pipe-lay and Construction Vessel [Member] | |||
Lessee Lease Description [Line Items] | |||
Capital expenditure expected | $ 58 | ||
Property, plant and equipment, net | 49 | 52 | |
Accumulated amortization,net | 6 | 3 | |
Finance lease liability | $ 46 | $ 53 | |
Amazon Pipe-lay and Construction Vessel [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Cost of modification including project management and other fees and expenses | 260 | ||
Amazon Pipe-lay and Construction Vessel [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Cost of modification including project management and other fees and expenses | $ 290 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Lease Cost (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($) | ||
Finance lease cost | ||
Net lease cost | $ 148 | |
SG&A expenses [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 52 | [1] |
Cost of operations [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 89 | [1] |
Finance lease cost | ||
Amortization of leased assets | 3 | |
Net interest expense [Member] | ||
Finance lease cost | ||
Interest on lease liabilities | $ 4 | |
[1] | Includes short-term leases and immaterial variable lease costs. |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Future Minimum Lease Payments for Operating and Finance Lease Obligations (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Operating leases | ||
2020 | $ 102 | |
2021 | 89 | |
2022 | 77 | |
2023 | 61 | |
2024 | 54 | |
After 2024 | 287 | |
Total lease payments | 670 | |
Less: Interest | (268) | |
Present value of lease liabilities | 402 | |
Finance leases | ||
2020 | 8 | |
2021 | 8 | |
2022 | 8 | |
2023 | 8 | |
2024 | 8 | |
After 2024 | 24 | |
Total lease payments | 64 | |
Less: Interest | (17) | |
Present value of lease liabilities | 47 | |
Operating and financing leases | ||
2020 | 110 | |
2021 | 97 | |
2022 | 85 | |
2023 | 69 | |
2024 | 62 | |
After 2024 | 311 | |
Total lease payments | 734 | |
Less: Interest | (285) | |
Present value of lease liabilities | $ 449 | $ 74 |
Lease Obligations - Schedule _3
Lease Obligations - Schedule of Lease Term and Discount Rates for Operating and Finance Lease Obligations (Detail) | Dec. 31, 2019 |
Weighted-average remaining lease term (years) | |
Operating leases | 7 years 6 months |
Finance leases | 8 years 1 month 6 days |
Weighted-average discount rate | |
Operating leases | 9.80% |
Finance leases | 9.90% |
Lease Obligations - Schedule _4
Lease Obligations - Schedule of Supplemental Information for Operating and Finance Lease Obligations (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ (106) |
Financing cash flows from finance leases | (6) |
Leased assets obtained in exchange for new operating lease liabilities | $ 364 |
Pension and Post-retirement Ben
Pension and Post-retirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution expense | $ 37 | $ 22 | $ 5 | |
Health care cost trend rates in 2020 | 6.25% | |||
Health care cost trend rates projected to decline in 2025 | 5.00% | |||
Year health care cost trend rates projected to decline | 2025 | |||
Contributions to multi-employer plans | $ 11 | |||
Fixed Income [Member] | Minimum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 20.00% | |||
Fixed Income [Member] | Maximum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 25.00% | |||
Equity Securities [Member] | Minimum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 70.00% | |||
Equity Securities [Member] | Maximum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 75.00% | |||
Other Investments [Member] | Minimum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 5.00% | |||
Other Investments [Member] | Maximum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target weighted-average asset allocations by asset category | 10.00% | |||
Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Accumulated benefit obligation for all defined benefit pension plans | $ 1,400 | $ 1,500 | $ 1,400 | |
CB&I [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution expense | $ 16 |
Pension and Post-retirement B_2
Pension and Post-retirement Benefits - Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss (gain) | $ 6 | |||
U.S. Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss (gain) | (23) | |||
Pension Plans [Member] | U.S. Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 19 | $ 18 | $ 20 | |
Expected return on plan assets | (17) | (19) | (20) | |
Actuarial loss (gain) | [1] | (21) | 15 | (5) |
Net periodic benefit cost (income) | [2],[3] | (19) | 14 | (5) |
Pension Plans [Member] | Non-U. S. Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 11 | 8 | ||
Interest cost | 18 | 12 | 1 | |
Expected return on plan assets | (23) | (17) | $ (1) | |
Actuarial loss (gain) | [1] | 30 | 33 | |
Net periodic benefit cost (income) | [2],[3] | 36 | 36 | |
Other Postretirement Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 1 | 1 | ||
Amortization of prior service costs | (1) | |||
Actuarial loss (gain) | [1] | (2) | $ (1) | |
Net periodic benefit cost (income) | [2],[3] | $ (2) | ||
[1] | Actuarial loss for 2019 was $6 million and was primarily associated with loss in the Netherlands plan ($37 million) partially offset by actuarial gains in the United States ($23 million) and the United Kingdom ($7 million) plans. | |||
[2] | Net periodic benefit cost for 2018 included expense of $37 million for the acquired CB&I plans from the Combination Date through December 31, 2018. | |||
[3] | The components of periodic benefit cost (income) other than the service cost component are included within Other non-operating expense (income) in our Statements of Operations. The service cost component is included in Cost of operations and SG&A expenses, in our Statements of Operations, along with other compensation costs rendered by the participating employees. |
Pension and Post-retirement B_3
Pension and Post-retirement Benefits - Net Periodic Benefit Cost (Income) (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actuarial gain (loss) | $ (6) | |
CB&I [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net periodic benefit cost | $ 37 | |
Netherlands [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actuarial gain (loss) | (37) | |
United Kingdom [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actuarial gain (loss) | 7 | |
United States [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actuarial gain (loss) | $ 23 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Change in Projected Benefit Obligation and Plan Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | $ 1,153 | |||
Fair value of plan assets at end of year | 1,267 | $ 1,153 | ||
Pension Plans [Member] | U.S. Pension Plans [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | 481 | 511 | ||
Acquisition | [1] | 16 | ||
Interest cost | 19 | 18 | $ 20 | |
Actuarial loss (gain) | 40 | (27) | ||
Benefits paid | (37) | (37) | ||
Projected benefit obligation at end of year | 503 | 481 | 511 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 450 | 497 | ||
Acquisition | [1] | 12 | ||
Actual return (loss) on plan assets | 78 | (23) | ||
Company contributions | 1 | 1 | ||
Benefits paid | (37) | (37) | ||
Fair value of plan assets at end of year | 492 | 450 | 497 | |
Net funded status | (11) | (31) | ||
Amounts recognized in balance sheet consist of: | ||||
Prepaid benefit cost within Other non-current assets | 9 | |||
Accrued benefit cost within accrued liabilities | (1) | (2) | ||
Accrued benefit cost within Other non-current liabilities | (19) | (29) | ||
Net funded status recognized | (11) | (31) | ||
Pension Plans [Member] | Non-U. S. Pension Plans [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | 902 | |||
Acquisition | [1] | 933 | ||
Service cost | 11 | 8 | ||
Interest cost | 18 | 12 | 1 | |
Actuarial loss (gain) | 96 | (7) | ||
Prior service cost | [2] | 5 | ||
Plan participants' contribution | 3 | 2 | ||
Benefits paid | (38) | (27) | ||
Currency translation | (24) | |||
Projected benefit obligation at end of year | 992 | 902 | ||
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 703 | 1 | ||
Acquisition | [1] | 763 | ||
Actual return (loss) on plan assets | 90 | (23) | ||
Company contributions | 14 | 5 | ||
Plan participants' contributions | 3 | 2 | ||
Benefits paid | (38) | (25) | ||
Currency translation | 3 | (20) | ||
Fair value of plan assets at end of year | 775 | 703 | $ 1 | |
Net funded status | (217) | (199) | ||
Amounts recognized in balance sheet consist of: | ||||
Prepaid benefit cost within Other non-current assets | 9 | 4 | ||
Accrued benefit cost within accrued liabilities | (2) | (2) | ||
Accrued benefit cost within Other non-current liabilities | (224) | (201) | ||
Net funded status recognized | (217) | (199) | ||
Unrecognized net prior service cost (credits) | 4 | 4 | ||
Accumulated other comprehensive loss (income), before taxes | 4 | 4 | ||
Other Postretirement Plans [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | 20 | |||
Acquisition | [1] | 31 | ||
Interest cost | 1 | 1 | ||
Actuarial loss (gain) | (2) | (1) | ||
Prior service cost | [2] | (11) | ||
Plan participants' contribution | 1 | |||
Benefits paid | (1) | (1) | ||
Projected benefit obligation at end of year | 18 | 20 | ||
Change in plan assets: | ||||
Company contributions | 1 | 1 | ||
Benefits paid | (1) | (1) | ||
Net funded status | (18) | (20) | ||
Amounts recognized in balance sheet consist of: | ||||
Accrued benefit cost within accrued liabilities | (2) | (2) | ||
Accrued benefit cost within Other non-current liabilities | (16) | (18) | ||
Net funded status recognized | (18) | (20) | ||
Unrecognized net prior service cost (credits) | (10) | (11) | ||
Accumulated other comprehensive loss (income), before taxes | $ (10) | $ (11) | ||
[1] | Acquisition amounts include the benefit obligation and plan assets at the Combination Date associated with acquired CB&I pension plans. | |||
[2] | Prior service cost for 2018 primarily related to plan changes for our plans in the United Kingdom and our U.S. retiree welfare plan. Prior service cost for plan changes is deferred to AOCI and amortized into Other non-operating expense (income). |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Summary of Defined Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Plans [Member] | U.S. Pension Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ 32 | [1] | $ 481 |
Accumulated benefit obligation | 32 | [1] | 481 |
Fair value of plan assets | 12 | [1] | 450 |
Pension Plans [Member] | Non-U. S. Pension Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 877 | 796 | |
Accumulated benefit obligation | 854 | 777 | |
Fair value of plan assets | 651 | 594 | |
Other Postretirement Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 17 | 20 | |
Accumulated benefit obligation | $ 17 | $ 20 | |
[1] | The decrease from 2018 to 2019 primarily related to our U.S. qualified plan being in a net funded position in 2019, as the plan’s fair value exceeded its accumulated benefit obligation. |
Pension and Postretirement Be_5
Pension and Postretirement Benefits - Weighted-Average Assumptions Used to Measure Defined Benefit Pension and Other Postretirement Plans (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Pension Plans [Member] | U.S. Pension Plans [Member] | |||
Weighted average assumptions used to determine net periodic benefit obligations at December 31, | |||
Discount rate | 3.00% | 4.10% | |
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.10% | 3.60% | |
Expected return on plan assets | [1] | 4.00% | 4.00% |
Pension Plans [Member] | Non-U. S. Pension Plans [Member] | |||
Weighted average assumptions used to determine net periodic benefit obligations at December 31, | |||
Discount rate | 1.30% | 2.10% | |
Rate of compensation increase | [2] | 1.30% | 1.60% |
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.10% | 2.10% | |
Expected return on plan assets | [1] | 3.50% | 3.50% |
Rate of compensation increase | [2] | 1.30% | 1.60% |
Other Postretirement Plans [Member] | |||
Weighted average assumptions used to determine net periodic benefit obligations at December 31, | |||
Discount rate | 3.10% | 4.10% | |
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.10% | 4.10% | |
[1] | The expected long-term rate of return on plan assets was derived using historical returns by asset category and expectations of future performance. | ||
[2] | The rate of compensation increase relates solely to the defined benefit plans that factor compensation increases into the valuation. |
Pension and Postretirement Be_6
Pension and Postretirement Benefits - Summary of Sensitivity Changes in Certain Assumptions in Pension Plans (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Compensation And Retirement Disclosure [Abstract] | |
25-basis-point change in discount rate, Effect on Pretax Pension Expense | $ 52 |
25-basis-point change in discount rate, Effect on Pension Benefit Obligation | $ 53 |
Pension and Postretirement Be_7
Pension and Postretirement Benefits - Fair Value of Plan Assets by Investment Category (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | $ 1,267 | $ 1,153 | |
U.S. Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 400 | 377 | |
International Government Bonds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 254 | [1] | 245 |
International Corporate Bonds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 99 | [2] | 94 |
International Mortgage Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 66 | [3] | 69 |
All Other Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 46 | [4] | 41 |
U.S. Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 73 | 57 | |
International Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 197 | [5] | 157 |
Emerging Markets Growth Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 16 | 13 | |
U.S. Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 15 | 12 | |
Asset Allocation Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 86 | [6] | 74 |
Cash and Accrued Items [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 15 | 14 | |
Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 256 | 219 | |
Level 1 [Member] | U.S. Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 168 | 148 | |
Level 1 [Member] | U.S. Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 73 | 57 | |
Level 1 [Member] | Cash and Accrued Items [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 15 | 14 | |
Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 1,007 | 928 | |
Level 2 [Member] | U.S. Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 228 | 223 | |
Level 2 [Member] | International Government Bonds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 254 | [1] | 245 |
Level 2 [Member] | International Corporate Bonds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 99 | [2] | 94 |
Level 2 [Member] | International Mortgage Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 66 | [3] | 69 |
Level 2 [Member] | All Other Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 46 | [4] | 41 |
Level 2 [Member] | International Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 197 | [5] | 157 |
Level 2 [Member] | Emerging Markets Growth Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 16 | 13 | |
Level 2 [Member] | U.S. Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 15 | 12 | |
Level 2 [Member] | Asset Allocation Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 86 | [6] | 74 |
Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | 4 | 6 | |
Level 3 [Member] | U.S. Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Investments | $ 4 | $ 6 | |
[1] | Investments in predominately E.U. government securities and U.K. Treasury securities, with credit ratings primarily AAA. | ||
[2] | Investments in European and U.K. fixed interest securities , with credit ratings of primarily BBB and above. | ||
[3] | Investments in international mortgage funds. | ||
[4] | Investments predominantly in various international fixed income obligations that are individually insignificant. | ||
[5] | Investments in various funds that track international indices. | ||
[6] | Investments in fixed income securities, equities and alternative asset classes, including commodities and property assets. |
Pension and Postretirement Be_8
Pension and Postretirement Benefits - Expected Defined Benefit and Other Postretirement Plan Payments (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Pension Plans [Member] | U.S. Pension Plans [Member] | |
Expected employer contributions to trusts of defined benefit plans: | |
2020 | $ 3 |
Expected benefit payments: | |
2020 | 37 |
2021 | 36 |
2022 | 36 |
2023 | 35 |
2024 | 34 |
2025-2029 | 159 |
Pension Plans [Member] | Non-U. S. Pension Plans [Member] | |
Expected employer contributions to trusts of defined benefit plans: | |
2020 | 14 |
Expected benefit payments: | |
2020 | 35 |
2021 | 35 |
2022 | 36 |
2023 | 37 |
2024 | 38 |
2025-2029 | 192 |
Other Postretirement Plans [Member] | |
Expected employer contributions to trusts of defined benefit plans: | |
2020 | 2 |
Expected benefit payments: | |
2020 | 2 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
2024 | 1 |
2025-2029 | $ 5 |
Pension and Postretirement Be_9
Pension and Postretirement Benefits - Additional Information Regarding Significant Multi-Employer Defined Benefit Pension Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Multiemployer Plans [Line Items] | |||
Total Company Contributions | [1] | $ 15 | $ 10 |
Boilermaker-Blacksmith National Pension Trust [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN/Plan Number | [2] | 48-6168020-001 | |
Pension Protection Act (% Funded) | [2],[3] | Less than 65 percent | Between 65 and less than 80 percent |
FIP/RP Plan | [2] | Implemented | |
Total Company Contributions | [1],[2] | $ 11 | $ 6 |
Multiemployer Plans, Collective-Bargaining Arrangement, Description | [2],[4],[5] | Various | |
Boilermakers' National Pension Plan (Canada) [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN/Plan Number | 366708 | ||
FIP/RP Plan | NA | ||
Total Company Contributions | [1] | $ 2 | 1 |
Multiemployer Plans, Collective-Bargaining Arrangement, Description | [4],[5] | 04/19 | |
All Other [Member] | |||
Multiemployer Plans [Line Items] | |||
Total Company Contributions | [1],[6] | $ 2 | $ 3 |
[1] | Our 2019 contributions as a percentage of total plan contributions were not available for any of our plans. The level of our contributions to each plan noted above varies from period to period based upon the level of work being performed that is covered under the applicable collective bargaining agreement. | ||
[2] | For both the 2019 and 2018 plan years, the plan utilized an amortization extension. Additionally, in 2019, the plan adopted a rehabilitation plan to enable the plan to reach a funded status of 65% or greater by the end of the rehabilitation period ending in December 31, 2031. | ||
[3] | Pension Protection Act Zone Status and FIP/RP plans are applicable to our U.S.-registered plans only, as these terms are not defined within Canadian pension legislation. In the United States, plans funded less than 65% are in the red zone, plans funded at least 65%, but less than 80%, are in the yellow zone, and plans funded at least 80% are in the green zone. The requirement for FIP or RP plans in the United States is based on the funding level or zone status of the applicable plan. | ||
[4] | If a revised collective-bargaining agreement has not been concluded before the expiration date of this Agreement, it may be extended beyond that date to whatever extent may be mutually agreed to between the Union and the BCA of Alberta, or as provided by applicable laws, statutes or regulations. | ||
[5] | The expiration dates of our labor agreements associated with the plans noted as “Various” above vary based upon the duration of the applicable projects. | ||
[6] | Our remaining contributions in 2019 to various U.S. and Canadian plans were individually immaterial. |
Pension and Postretirement B_10
Pension and Postretirement Benefits - Additional Information Regarding Significant Multi-Employer Defined Benefit Pension Plans (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Red Zone [Member] | |
Multiemployer Plans [Line Items] | |
Multiemployer plans, funded status | Less than 65 percent |
Yellow Zone [Member] | |
Multiemployer Plans [Line Items] | |
Multiemployer plans, funded status | Between 65 and less than 80 percent |
Green Zone [Member] | |
Multiemployer Plans [Line Items] | |
Multiemployer plans, funded status | At least 80 percent |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on Recurring and Nonrecurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | ||
Carrying Amount [Member] | ||||
Measured at fair value on recurring basis | ||||
Forward contracts, liability | $ (75) | [1] | $ (39) | |
Embedded derivatives | [2] | (28) | ||
Not measured at fair value on recurring basis | ||||
Debt and finance lease obligations | (4,353) | [3] | (3,633) | |
Fair Value [Member] | ||||
Measured at fair value on recurring basis | ||||
Forward contracts, liability | (75) | [1] | (39) | |
Embedded derivatives | [2] | (28) | ||
Not measured at fair value on recurring basis | ||||
Debt and finance lease obligations | (2,362) | [3] | (3,287) | |
Level 2 [Member] | ||||
Measured at fair value on recurring basis | ||||
Forward contracts, liability | (75) | [1] | (39) | |
Not measured at fair value on recurring basis | ||||
Debt and finance lease obligations | (2,275) | [3] | (3,197) | |
Level 3 [Member] | ||||
Measured at fair value on recurring basis | ||||
Embedded derivatives | [2] | (28) | ||
Not measured at fair value on recurring basis | ||||
Debt and finance lease obligations | $ (87) | [3] | $ (90) | |
[1] | The fair value of forward contracts is classified as Level 2 within the fair value hierarchy and is valued using observable market parameters for similar instruments traded in active markets. Where quoted prices are not available, the income approach is used to value forward contracts. This approach discounts future cash flows based on current market expectations and credit risk. | |||
[2] | The fair value of the embedded derivatives, discussed in Note 13, Debt inputs to the fair value measurement of the embedded derivatives are unobservable and reflect our estimates of forward yield, using a risk-free rate and a USD Energy CCC yield curve. | |||
[3] | Our debt instruments are generally valued using a market approach based on quoted prices for similar instruments traded in active markets and are classified as Level 2 within the fair value hierarchy. Quoted prices were not available for the NO 105 construction financing, vendor equipment financing or finance leases. Therefore, these instruments were valued based on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms and are classified as Level 3 within the fair value hierarchy. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Sep. 30, 2019USD ($)SupportSystem | Dec. 31, 2018USD ($)Vessel | Dec. 31, 2019USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Aggregate carrying value of assets | $ 9,440 | $ 8,737 | |
Marine Assets [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Number of offshore diving operations saturation support systems | SupportSystem | 2 | ||
Aggregate carrying value of assets | $ 26 | 77 | |
Estimated fair value of assets | 8 | 19 | |
Non-cash impairment charges | $ 18 | $ 58 | |
Number of vessels | Vessel | 2 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 08, 2018 | |
Derivative [Line Items] | |||||
Net gain (loss) on derivative financial instruments | $ (12,000,000) | $ (12,000,000) | $ (12,000,000) | $ (40,000,000) | |
Recognized unrealized losses in AOCI reclassified to interest expense | 316,000,000 | 316,000,000 | |||
Reclassification out of AOCI [Member] | |||||
Derivative [Line Items] | |||||
Recognized unrealized losses in AOCI reclassified to interest expense | 67,000,000 | 67,000,000 | |||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Notional value of outstanding derivative contracts | $ 1,940,000,000 | ||||
Fair value of swap arrangement in net liability position | 67,000,000 | 67,000,000 | 67,000,000 | ||
Term Facility [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Notional value of outstanding derivative contracts | $ 1,940,000,000 | ||||
Foreign Exchange Rate [Member] | |||||
Derivative [Line Items] | |||||
Notional value of outstanding derivative contracts | 664,000,000 | 664,000,000 | $ 664,000,000 | ||
Derivative contracts, maturity date | Sep. 30, 2023 | ||||
Fair value of derivative contracts | 9,000,000 | 9,000,000 | $ 9,000,000 | ||
Net gain (loss) on derivative financial instruments | (12,000,000) | (12,000,000) | (12,000,000) | ||
Net deferred losses expected to be reclassified from AOCI over next 12 months | $ (6,000,000) | $ (6,000,000) | $ (6,000,000) |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value by Underlying Risk and Balance Sheet Classification (Detail) - Cash Flow Hedging [Member] - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives asset | $ 4 | $ 3 |
Total derivatives liability | 12 | 42 |
Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives liability | 10 | 10 |
Derivatives Not Designated as Hedges [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives asset | 1 | 3 |
Total derivatives liability | 68 | 3 |
Derivatives Not Designated as Hedges [Member] | Accrued Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives liability | 68 | 3 |
Other Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives asset | 3 | 3 |
Other Current Assets [Member] | Derivatives Not Designated as Hedges [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives asset | 1 | 3 |
Other Non-current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives asset | 1 | |
Other Non-current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total derivatives liability | $ 2 | $ 32 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Total Value by Underlying Risk Recognized in Other Comprehensive Income and Reclassified from AOCI to Cost of Operations and Interest Expense, Net in Statement of Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (loss) gain recognized in other comprehensive income (loss) | $ 4 | $ (56) | $ 16 | |
Revenues | [1] | 8,431 | 6,705 | 2,985 |
Cost of operations | 8,210 | 6,104 | 2,449 | |
Interest expense, net | (735) | (259) | (63) | |
Designated as Hedging Instrument [Member] | Foreign Exchange Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (loss) gain recognized in other comprehensive income (loss) | (13) | (14) | 16 | |
Revenues | 8 | |||
Cost of operations | 2 | 7 | $ 5 | |
Designated as Hedging Instrument [Member] | Interest Rate Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (loss) gain recognized in other comprehensive income (loss) | (44) | (32) | ||
Interest expense, net | 8 | 1 | ||
Derivatives not Designated as Hedges [Member] | Foreign Exchange Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Revenues | (2) | |||
Cost of operations | (1) | $ (14) | ||
Derivatives not Designated as Hedges [Member] | Interest Rate Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Interest expense, net | $ 67 | |||
[1] | Intercompany amounts have been eliminated in consolidation. |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
U.S.: | |||
Current | $ (16) | ||
Deferred | 6 | ||
Other than U.S.: | |||
Current | 62 | $ 82 | $ 62 |
Deferred | 6 | 22 | 7 |
Total provision for income taxes | $ 58 | $ 104 | $ 69 |
Income Taxes - Geographic Sourc
Income Taxes - Geographic Source of (Loss) Income Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (2,031) | $ (2,450) | $ 123 |
Other than U.S. | (795) | (121) | 126 |
(Loss) income before provision for income taxes | $ (2,826) | $ (2,571) | $ 249 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.K. Statutory Federal Tax Rate and Panamanian Statutory Federal Tax Rate to Consolidated Effective Tax Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Tax [Line Items] | |||
Federal statutory rate | 19.00% | 19.00% | 25.00% |
Goodwill impairment | (11.00%) | (14.00%) | |
Non-Panama operations | 16.00% | ||
Audit settlements and reserves | 1.00% | ||
Other | (3.00%) | 1.00% | 1.00% |
Effective tax rate | (2.00%) | (4.00%) | 28.00% |
Domestic Country [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance for deferred tax assets | (4.00%) | (7.00%) | (18.00%) |
Foreign Country [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance for deferred tax assets | (3.00%) | (3.00%) | 3.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Valuation allowance for deferred tax assets | $ (1,470) | |
Deferred tax liabilities: | ||
Investments in foreign subsidiaries | 210 | |
Net deferred tax liabilities | (59) | $ (47) |
Reportable Legal Entities [Member] | ||
Deferred tax assets: | ||
U.S. Federal net operating loss carryforward and other credits | 454 | 294 |
State net operating loss carryforward and other credits | 196 | 248 |
Non-U.S. net operating losses | 233 | 189 |
Accounts receivable basis difference | 114 | 161 |
Partnership investments | 75 | 153 |
Depreciation and amortization | 115 | 64 |
Disallowed interest | 108 | 51 |
Pension liability | 49 | 49 |
Accrued liabilities for incentive compensation | 20 | 32 |
Contract revenue and cost/long-term contracts | 69 | 17 |
Insurance and legal reserves | 20 | 17 |
Operating lease liability | 66 | |
Other | 20 | 32 |
Total deferred tax assets | 1,539 | 1,307 |
Valuation allowance for deferred tax assets | (1,472) | (1,307) |
Deferred tax assets | 67 | |
Deferred tax liabilities: | ||
Investments in foreign subsidiaries | 38 | 33 |
Depreciation and amortization | 15 | 7 |
Pension liability | 2 | |
Right of use assets | 67 | |
Other | 4 | 7 |
Total deferred tax liabilities | 126 | 47 |
Net deferred tax liabilities | $ (59) | $ (47) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities are Recorded by Tax Jurisdiction in Accompanying Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ 59 | $ 47 |
Net deferred tax liabilities | $ (59) | $ (47) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||
Valuation allowance for deferred tax assets | $ 1,470 | ||
Temporary differences, amount | 210 | ||
Unrecognized tax benefits reduce effective tax rate | 52 | ||
Liabilities recorded for payment of tax-related interest and penalties | 12 | $ 20 | $ 24 |
Malaysia [Member] | |||
Income Tax [Line Items] | |||
Reduction in income tax expense related to tax holiday | $ 17.4 | $ 17.5 | |
Income tax holiday, effective date | effective through December 31, 2020 | ||
Income tax holiday period | 5 years | ||
Income tax holiday, description | We operate under a tax holiday in Malaysia, effective through December 31, 2020, which may be extended for an additional five years if we satisfy certain requirements. | ||
Income tax holiday, income tax benefits on net income per share (diluted) | $ 0.10 | ||
Minimum [Member] | |||
Income Tax [Line Items] | |||
Reversal would result in withholding tax, amount | $ 18 | ||
Maximum [Member] | |||
Income Tax [Line Items] | |||
Reversal would result in withholding tax, amount | $ 20 |
Income Taxes - Changes in VA fo
Income Taxes - Changes in VA for Deferred Tax Assets (Detail) - Valuation Allowance for Deferred Tax Assets [Member] - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Schedule Of Income Tax [Line Items] | ||||
Balance at beginning of period | $ 1,307 | $ 200 | $ 335 | |
Addition due to the Combination | 39 | 836 | ||
2018 Federal benefit of state adjustment | [1] | (62) | ||
Charged to costs and expenses | 206 | 250 | (32) | |
Charged to other accounts | (18) | 21 | (103) | |
Balance at end of period | $ 1,472 | $ 1,307 | $ 200 | |
[1] | The change in the 2018 Federal Benefit of State (FBOS) VA was included in the State tax, not in the VA. The change in the 2019 FBOS VA is included in the VA. Therefore, the 2018 FBOS VA was adjusted to reflect the adjusted beginning balance with FBOS. |
Income Taxes - Summary of Net O
Income Taxes - Summary of Net Operating Loss, Valuation Allowance and Expiration Dates (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Contingency [Line Items] | |
Valuation allowance | $ (1,470) |
Non-U.S. [Member] | |
Income Tax Contingency [Line Items] | |
Net operating loss DTAs | 233 |
Valuation allowance | $ (233) |
Non-U.S. [Member] | Minimum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | 2020 |
Non-U.S. [Member] | Maximum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | Unlimited |
U.S. [Member] | |
Income Tax Contingency [Line Items] | |
Net operating loss DTAs | $ 386 |
Valuation allowance | $ (386) |
U.S. [Member] | Minimum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | 2031 |
U.S. [Member] | Maximum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | Unlimited |
State [Member] | |
Income Tax Contingency [Line Items] | |
Net operating loss DTAs | $ 192 |
Valuation allowance | $ (192) |
State [Member] | Minimum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | 2020 |
State [Member] | Maximum [Member] | |
Income Tax Contingency [Line Items] | |
Expiration | 2039 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 58 | $ 39 | $ 41 |
Changes due to the Combination | 14 | ||
Changes due to exchange rate fluctuations | (1) | 1 | |
Increases based on tax positions taken in the current year | 4 | 2 | 1 |
Increases based on tax positions taken in prior years | 5 | 9 | 4 |
Decreases based on tax positions taken in prior years | (9) | (5) | (2) |
Decreases due to settlements | (6) | ||
Decreases due to lapse of applicable statute of limitation | (2) | ||
Balance at end of period | $ 56 | $ 58 | $ 39 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) | May 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock options, granted | 0 | 0 | 0 | |
Number of options, exercised | 0 | 0 | ||
Outstanding stock options | 500,000 | |||
Stock options, weighted-average exercise price per share | $ 37 | |||
Tax benefits realized related to RSUs and RSAs | $ 0 | $ 0 | $ 0 | |
RSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-settled equity-based awards, RSUs, unvested | 3,000,000 | 3,000,000 | ||
Liability Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Units awarded | 2,000,000 | 400,000 | 200,000 | |
Units outstanding | 3,000,000 | |||
Unrecognized compensation costs related to awards | $ 1,300,000 | |||
Expected weighted-average period for recognition of compensation cost | 2 years | |||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-settled equity-based awards, RSUs, unvested | 2,100,000 | |||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-settled equity-based awards, restricted stock units, vesting period | 3 years | |||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-settled equity-based awards, restricted stock units, vesting period | 4 years | |||
Chicago Bridge & Iron Company N.V. [Member] | Stock Options and Stock Appreciation Rights [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-settled equity-based awards, stock options and stock appreciation rights, unvested | 100,000 | |||
2019 McDermott International, Inc. Long-Term Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining number of shares available for future awards | 3,200,000 |
Equity-Based Compensation - Tot
Equity-Based Compensation - Total Stock-Based Compensation Expense Primarily Recognized Within SG&A (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21 | $ 52 | $ 23 | |
RSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 20 | 44 | 15 | |
Liability Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1 | $ 8 | $ 8 | |
[1] | Compensation expense in 2018 included $26 million, recorded within Restructuring costs in our Consolidated Statements of Operations, associated with accelerated vesting for employees who were terminated as a result of the Combination. |
Equity-Based Compensation - T_2
Equity-Based Compensation - Total Stock-Based Compensation Expense Primarily Recognized Within SG&A (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21 | $ 52 | [1] | $ 23 |
Restructuring Costs [Member] | Chicago Bridge & Iron Company N.V. [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 26 | |||
[1] | Compensation expense in 2018 included $26 million, recorded within Restructuring costs in our Consolidated Statements of Operations, associated with accelerated vesting for employees who were terminated as a result of the Combination. |
Equity-Based Compensation - T_3
Equity-Based Compensation - Total Gross Unrecognized Estimated Compensation Expense and Expected Weighted-Average Periods (Detail) - Restricted Stock and Restricted Stock Units [Member] $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($) | [1] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized estimated compensation expense for equity awards | $ 24 | |
Weighted-average period for expense recognition | 1 year 8 months 12 days | |
[1] | Excludes liability awards. |
Equity-Based Compensation - RSU
Equity-Based Compensation - RSUs and Changes (Detail) - RSUs [Member] shares in Millions | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding as of December 31, 2018 | shares | 3 |
Number of Shares, Granted | shares | 2 |
Number of Shares, Vested | shares | (2) |
Number of Shares, Outstanding as of December 31, 2019 | shares | 3 |
Weighted Average Grant Date Fair Value, Outstanding as of December 31, 2018 | $ / shares | $ 19.39 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 8.67 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 11.52 |
Weighted Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 12.32 |
Stockholder's Equity - Changes
Stockholder's Equity - Changes in the Number of Shares Outstanding and Treasury Shares Held by the Company (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Shares Outstanding [Abstract] | |||
Beginning balance | 181 | 95 | |
Common stock issued | [1] | 13 | 2 |
Shares issued in the Combination (Note 3, Business Combination) | [2] | 85 | |
Purchase of common stock | (1) | (1) | |
Ending balance | 193 | 181 | |
Shares Held as Treasury Shares [Abstract] | |||
Beginning balance | 3 | 3 | |
Purchase of common stock | 1 | 1 | |
Retirement of common stock | (1) | (1) | |
Ending balance | 3 | 3 | |
Common stock, shares issued | 196 | 183 | |
[1] | In December 2019, in connection with the Superpriority Credit Agreement, discussed in Note 13, Debt | ||
[2] | As discussed in Note 3, Business Combination, |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, shares in Thousands, $ in Millions | May 10, 2018USD ($)shares | Jan. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2002USD ($)Installment | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Business combination, number of McDermott's shares entitled for each share of CB&I owned | [1] | 85,000 | ||||
Common stock, shares issued | 196,000 | 183,000 | ||||
Common stock, par value | $ / shares | $ 1 | $ 1 | ||||
P.T. Sarana Interfab Mandiri [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Percentage of participating interest acquired in subsidiary | 25.00% | |||||
Option to sell interest | $ | $ 5 | |||||
Series B Warrants [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Warrant issued | 90 | |||||
Series A Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Preferred stock, shares issued | 560 | |||||
Preferred stock par value | $ / shares | $ 0.001 | |||||
RSUs [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Stock-settled equity-based awards, restricted stock units, unvested | 3,000 | 3,000 | ||||
Chicago Bridge & Iron Company N.V. [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Business combination, number of McDermott's shares entitled for each share of CB&I owned | 84,500 | |||||
Business combination, consideration | $ | $ 2,870 | |||||
Payment during period | $ | $ 4,565 | |||||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Stock-settled equity-based awards, restricted stock units, unvested | 2,100 | |||||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | Minimum [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Stock-settled equity-based awards, restricted stock units, vesting period | 3 years | |||||
Chicago Bridge & Iron Company N.V. [Member] | RSUs [Member] | Maximum [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Stock-settled equity-based awards, restricted stock units, vesting period | 4 years | |||||
Chicago Bridge & Iron Company N.V. [Member] | Stock Options [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Stock-settled equity-based awards, stock options, unvested | 100 | |||||
PT McDermott Indonesia [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Common stock, shares issued | 11,000 | |||||
Common stock, par value | $ / shares | $ 1 | |||||
Stock purchase price per share | $ / shares | $ 0.01 | |||||
Business combination, consideration | $ | $ 29 | |||||
Number of installments payable | Installment | 2 | |||||
Payment during period | $ | $ 15 | |||||
Remaining liability | $ | $ 14 | |||||
[1] | As discussed in Note 3, Business Combination, |
Stockholder's Equity - Componen
Stockholder's Equity - Components of Accumulated Other Comprehensive Income (Loss) included in Stockholders' Equity (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders Equity Note [Abstract] | ||
Foreign currency translation adjustments ("CTA") | $ (97) | $ (73) |
Net unrealized loss on derivative financial instruments | (12) | (40) |
Defined benefit pension and other postretirement plans | 6 | 6 |
Accumulated other comprehensive loss | $ (103) | $ (107) |
Stockholder's Equity - Compon_2
Stockholder's Equity - Components of Accumulated Other Comprehensive Income (Loss) Reclassified (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | $ 823 | $ 1,789 | $ 1,595 | |
Net current period other comprehensive (loss) income | 4 | (56) | 16 | |
Ending Balance | (2,143) | 823 | 1,789 | |
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (73) | (49) | ||
Other comprehensive (loss) income before reclassification | (24) | (24) | ||
Net current period other comprehensive (loss) income | (24) | (24) | ||
Ending Balance | (97) | (73) | (49) | |
Net Unrealized Loss on Derivative Financial Instruments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | [1] | (40) | (2) | |
Other comprehensive (loss) income before reclassification | [1] | (57) | (46) | |
Amounts reclassified from AOCI | [1],[2] | 85 | 8 | |
Net current period other comprehensive (loss) income | [1] | 28 | (38) | |
Ending Balance | [1] | (12) | (40) | (2) |
Defined Benefit Pension and Other Postretirement Plans [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | 6 | |||
Other comprehensive (loss) income before reclassification | 6 | |||
Net current period other comprehensive (loss) income | 6 | |||
Ending Balance | 6 | 6 | ||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (107) | (51) | (67) | |
Other comprehensive (loss) income before reclassification | (81) | (64) | ||
Amounts reclassified from AOCI | [2] | 85 | 8 | |
Net current period other comprehensive (loss) income | 4 | (56) | 16 | |
Ending Balance | $ (103) | $ (107) | $ (51) | |
[1] | Refer to Note 17, Derivative Financial Instruments | |||
[2] | Amounts are net of tax, which was not material in 2019 and 2018. |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 21, 2019 | Nov. 29, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | [2] | Jun. 30, 2019 | [2] | Mar. 31, 2019 | [2] | Dec. 31, 2018 | [2],[3] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | ||||
Temporary Equity [Line Items] | ||||||||||||||||||
Shares issued | [1] | 13,000,000 | 2,000,000 | |||||||||||||||
Preferred stock dividend rate | 14.00% | |||||||||||||||||
Initial excise price per share | $ 0.01 | |||||||||||||||||
Payment of directly related issuance costs | $ 18 | |||||||||||||||||
Redeemable preferred stock accreted value | 3.00% | |||||||||||||||||
Dividends, paid-in-kind | 15.00% | |||||||||||||||||
Adjusted percentage of outstanding common stock | 1.50% | |||||||||||||||||
Dividends paid | $ 14 | [2] | $ 10 | $ 10 | $ 10 | $ 3 | $ 44 | [4] | 3 | [4] | ||||||||
Redeemable Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred stock dividend rate | 12.00% | 12.00% | ||||||||||||||||
Accreted value of redeemable preferred stock | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||
Preferred stock dividend rate per quarter | 3.00% | |||||||||||||||||
Preferred stock applicable dividend rate when prior dividend unpaid | 13.00% | |||||||||||||||||
Period of accretion adjustment to retained earnings deficit | 7 years | |||||||||||||||||
Expected redemption date | Nov. 29, 2025 | |||||||||||||||||
Cumulative catch-up adjustment to opening Retained earnings (Accumulated deficit) | $ 17 | |||||||||||||||||
Redeemable preferred stock | $ 290 | $ 290 | 290 | |||||||||||||||
Adjusted accretion and PIK on redeemable preferred stock | 44 | |||||||||||||||||
Dividends paid | $ 3 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Fair value of warrants | 5 | $ 5 | 5 | |||||||||||||||
Consent and waiver agreement entered date | Oct. 21, 2019 | |||||||||||||||||
Private Placement [Member] | Redeemable Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Shares issued | 300,000 | |||||||||||||||||
Preferred stock dividend rate | 12.00% | |||||||||||||||||
Preferred stock par value | $ 1 | |||||||||||||||||
Private Placement [Member] | Series A Warrants [Member] | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Warrants to purchase common shares | 6,800,000 | |||||||||||||||||
Initial excise price per share | $ 0.01 | |||||||||||||||||
Proceeds from issuance of warrants, net of discount | $ 289.5 | $ 289.5 | ||||||||||||||||
Payment of directly related issuance costs | $ 18 | 18 | ||||||||||||||||
Fair value of warrants | $ 43 | $ 43 | $ 43 | |||||||||||||||
[1] | In December 2019, in connection with the Superpriority Credit Agreement, discussed in Note 13, Debt | |||||||||||||||||
[2] | Represents dividends paid and accrued on the shares of 12% Redeemable Preferred Stock and accretion of the stock over the seven years from November 29, 2018 through the expected redemption date of November 29, 2025, using the effective interest method. See Note 21, Redeemable Preferred Stock , for further discussion | |||||||||||||||||
[3] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | |||||||||||||||||
[4] |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | [1] | Sep. 30, 2018 | [1] | Jun. 30, 2018 | [1] | Mar. 31, 2018 | [1] | Dec. 31, 2019 | [2] | Dec. 31, 2018 | [2] | Dec. 31, 2017 | |||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||
Net (loss) income attributable to McDermott | $ (848) | $ (1,873) | $ (132) | $ (56) | $ (2,771) | $ 2 | $ 47 | $ 35 | $ (2,909) | $ (2,687) | $ 179 | [3] | |||||||||||
Dividends on redeemable preferred stock | (14) | [4] | (10) | [4] | (10) | [4] | (10) | [4] | (3) | [4] | (44) | (3) | |||||||||||
Accretion of redeemable preferred stock | (4) | [4] | (4) | [4] | (4) | [4] | (4) | [4] | (1) | [4] | (16) | (1) | |||||||||||
Net (loss) income attributable to common stockholders | $ (866) | $ (1,887) | $ (146) | $ (70) | $ (2,775) | $ 2 | $ 47 | $ 35 | $ (2,969) | $ (2,691) | $ 179 | [3] | |||||||||||
Weighted average common stock (basic) | 182 | 150 | 91 | [3] | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||
Restricted stock and tangible equity units | [3] | 4 | |||||||||||||||||||||
Potential dilutive common stock | 182 | 150 | 95 | [3] | |||||||||||||||||||
Net (loss) income per share attributable to common stockholders | |||||||||||||||||||||||
Basic: | $ (4.69) | $ (10.37) | $ (0.80) | $ (0.39) | $ (15.33) | $ 0.01 | $ 0.33 | $ 0.12 | $ (16.31) | $ (17.94) | $ 1.97 | [3] | |||||||||||
Diluted: | $ (4.69) | $ (10.37) | $ (0.80) | $ (0.39) | $ (15.33) | $ 0.01 | $ 0.33 | $ 0.12 | $ (16.31) | $ (17.94) | $ 1.88 | [3] | |||||||||||
[1] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | ||||||||||||||||||||||
[2] | |||||||||||||||||||||||
[3] | |||||||||||||||||||||||
[4] | Represents dividends paid and accrued on the shares of 12% Redeemable Preferred Stock and accretion of the stock over the seven years from November 29, 2018 through the expected redemption date of November 29, 2025, using the effective interest method. See Note 21, Redeemable Preferred Stock , for further discussion |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Parenthetical) (Detail) shares in Millions | 12 Months Ended |
Dec. 31, 2017shares | |
Earnings Per Share [Abstract] | |
Antidilutive securities excluded from earnings per share computation, shares | 0.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Oct. 21, 2019Plaintiff | Oct. 18, 2019Plaintiff | Mar. 08, 2016USD ($) | Dec. 31, 2019USD ($)Plaintiff |
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency estimate | $ 171,000,000 | |||
Potential environmental liabilities | 0 | |||
Reduction in Transaction Price [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency estimate | 24,000,000 | |||
Cost Reimbursable Projects [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency, damages amount | $ 4,500,000,000 | |||
Asserted claims against customer | $ 250,000,000 | |||
Consolidated Joint Venture Projects [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Asserted claims against customer | 103,000,000 | |||
Net of amounts owned to joint venture | 78,600,000 | |||
Reserve for estimated project losses | 55,000,000 | |||
Reserve for estimated project losses at joint venture level | $ 85,000,000 | |||
Mercury Litigation [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Number of plaintiffs | Plaintiff | 54 | 54 | ||
Number of plaintiffs set for the trials of the claims | Plaintiff | 4 | |||
Chicago Bridge & Iron Company N.V. Securities Litigation [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency accrual liability amount | $ 0 | |||
Gotham Diversified Neutral Master Fund, LP, et al. v. Chicago Bridge & Iron Company N.V. et al., and Appaloosa Investment L.P., et al., v. Chicago Bridge & Iron Company N.V., et al. [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency accrual liability amount | 0 | |||
Daniel Cohen, et al. v. Chicago Bridge & Iron Company, N.V., et al. [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency accrual liability amount | 0 | |||
Edwards v. McDermott International, Inc., et al.. [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency accrual liability amount | 0 | |||
Saudi Arabia Customs Audit [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Loss contingency accrual liability amount | 0 | |||
Loss contingency estimate | $ 64,700,000 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
Segment Reporting - Operating I
Segment Reporting - Operating Information by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | [2] | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | [1] | $ 8,431 | $ 6,705 | $ 2,985 | ||||||||
Operating (loss) income | (2,082) | (2,256) | 307 | |||||||||
Goodwill impairment | $ 60 | [2] | $ 1,370 | $ 2,168 | [3],[4] | 1,430 | [5] | 2,168 | [5] | |||
Depreciation and amortization | 267 | 279 | 101 | |||||||||
Capital expenditures | [6] | 92 | 86 | 119 | ||||||||
Income (loss) from investments in unconsolidated affiliates | 34 | 13 | (12) | |||||||||
Total assets | 8,737 | 9,440 | 8,737 | 9,440 | ||||||||
Investments in unconsolidated affiliates | [7] | 455 | 452 | 455 | 452 | |||||||
NCSA [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 144 | |||||||||||
Goodwill impairment | 1,111 | |||||||||||
EARC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Goodwill impairment | 59 | 319 | ||||||||||
Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating (loss) income | (1,527) | (1,746) | 527 | |||||||||
Operating Segments [Member] | NCSA [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 4,627 | 3,928 | 246 | |||||||||
Operating (loss) income | (1,546) | (1,537) | (4) | |||||||||
Goodwill impairment | [5] | 1,111 | 1,484 | |||||||||
Depreciation and amortization | 65 | 59 | 26 | |||||||||
Capital expenditures | [6] | 7 | 5 | 23 | ||||||||
Income (loss) from investments in unconsolidated affiliates | 1 | (1) | ||||||||||
Total assets | 1,826 | 3,257 | 1,826 | 3,257 | ||||||||
Operating Segments [Member] | EARC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 761 | 271 | 19 | |||||||||
Operating (loss) income | (319) | (74) | (13) | |||||||||
Goodwill impairment | [5] | 319 | 40 | |||||||||
Depreciation and amortization | 14 | 13 | ||||||||||
Capital expenditures | [6] | 2 | ||||||||||
Income (loss) from investments in unconsolidated affiliates | (5) | (5) | (4) | |||||||||
Total assets | 554 | 1,169 | 554 | 1,169 | ||||||||
Investments in unconsolidated affiliates | [7] | 1 | 2 | 1 | 2 | |||||||
Operating Segments [Member] | MENA [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 1,790 | 1,704 | 2,120 | |||||||||
Operating (loss) income | 181 | 328 | 451 | |||||||||
Depreciation and amortization | 50 | 51 | 31 | |||||||||
Capital expenditures | [6] | 18 | 19 | 31 | ||||||||
Income (loss) from investments in unconsolidated affiliates | 12 | 5 | ||||||||||
Total assets | 1,317 | 1,472 | 1,317 | 1,472 | ||||||||
Investments in unconsolidated affiliates | [7] | 70 | 60 | 70 | 60 | |||||||
Operating Segments [Member] | APAC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 666 | 411 | 600 | |||||||||
Operating (loss) income | 1 | 56 | 93 | |||||||||
Goodwill impairment | [5] | 52 | ||||||||||
Depreciation and amortization | 15 | 19 | 36 | |||||||||
Capital expenditures | [6] | 8 | 12 | 9 | ||||||||
Income (loss) from investments in unconsolidated affiliates | 4 | (8) | (7) | |||||||||
Total assets | 1,518 | 1,147 | 1,518 | 1,147 | ||||||||
Investments in unconsolidated affiliates | [7] | 3 | 3 | |||||||||
Operating Segments [Member] | Technology [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 587 | 391 | ||||||||||
Operating (loss) income | 156 | (519) | ||||||||||
Goodwill impairment | [5] | 592 | ||||||||||
Depreciation and amortization | 74 | 92 | ||||||||||
Capital expenditures | [6] | 2 | ||||||||||
Income (loss) from investments in unconsolidated affiliates | 27 | 27 | ||||||||||
Total assets | 2,590 | 2,752 | 2,590 | 2,752 | ||||||||
Investments in unconsolidated affiliates | [7] | 381 | 385 | 381 | 385 | |||||||
Corporate [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating (loss) income | [8] | (555) | (510) | (220) | ||||||||
Depreciation and amortization | 49 | 45 | 8 | |||||||||
Capital expenditures | [6],[9] | 55 | 50 | $ 56 | ||||||||
Income (loss) from investments in unconsolidated affiliates | (5) | (6) | ||||||||||
Total assets | [10] | $ 932 | (357) | $ 932 | (357) | |||||||
Investments in unconsolidated affiliates | [7] | $ 5 | $ 5 | |||||||||
[1] | Intercompany amounts have been eliminated in consolidation. | |||||||||||
[2] | 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||
[3] | 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. | |||||||||||
[4] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | |||||||||||
[5] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets | |||||||||||
[6] | Capital expenditures reported represent cash purchases. At December 31, 2019, 2018 and 2017, we had approximately $160 million, $26 million and $8 million, respectively, of accrued and unpaid capital expenditures reported in PP&E and accrued liabilities. | |||||||||||
[7] | The Consolidated Balance Sheets as of December 31, 2019 and 2018 include approximately $48 million and $15 million of accounts receivable, respectively, from our unconsolidated affiliates. | |||||||||||
[8] | (1) Corporate operating results include: 2019 • $57 million in transaction costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs ) ; • $114 million in restructuring and integration costs (see Note 12, Restructuring and Integrations Costs and Transaction Costs) ; and • $18 million of impairment charges associated with our marine vessels (see Note 16, Fair Value Measurements). 2018 • $48 million in transaction costs associated with the Combination • $134 million in restructuring and integration costs; • $58 million of vessel related impairment charges; and • $25 million of expense associated with the need to make alternate arrangements for a third-party vessel charter, because the previously designated vessel was withdrawn from the market. 2017 • $4 million gain on sale of assets; and • $9 million in transaction costs associated with the Combination (see Note 3, Business Combination). | |||||||||||
[9] | Corporate capital expenditures in 2019 and 2018 include upgrades to the Amazon Amazon Lease Obligations Following the purchase, we sold this vessel to an unrelated third party and simultaneously entered into an 11-year bareboat charter agreement | |||||||||||
[10] | Corporate assets at December 31, 2018 include negative cash balances associated with our international cash pooling program, which ceased in the fourth quarter of 2019. |
Segment Reporting - Operating_2
Segment Reporting - Operating Information by Segment (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | [3] | Jun. 30, 2018 | [3] | Mar. 31, 2018 | [3] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Transaction costs | $ 28,000,000 | [1] | $ 14,000,000 | [1] | $ 11,000,000 | [1] | $ 4,000,000 | [1] | $ 3,000,000 | [2],[3] | $ 5,000,000 | [2] | $ 37,000,000 | [2] | $ 3,000,000 | [2] | $ 57,000,000 | $ 48,000,000 | $ 9,000,000 |
Restructuring and integration costs | 11,000,000 | [4] | 14,000,000 | [4] | $ 20,000,000 | [4] | $ 69,000,000 | [4] | 28,000,000 | [3],[4] | $ 31,000,000 | [4] | $ 63,000,000 | [4] | $ 12,000,000 | [4] | 114,000,000 | 134,000,000 | 0 |
Impairment charges | $ 18,000,000 | [5] | 58,000,000 | [3],[5] | 18,000,000 | 58,000,000 | 1,000,000 | ||||||||||||
Accrued and unpaid capital expenditures reported in PP&E and accrued liabilities | 160,000,000 | 26,000,000 | 160,000,000 | 26,000,000 | $ 8,000,000 | ||||||||||||||
Receivables from unconsolidated affiliates | $ 48,000,000 | $ 15,000,000 | 48,000,000 | 15,000,000 | |||||||||||||||
Amazon Pipe-lay and Construction Vessel [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Bareboat charter agreement, term | 11 years | ||||||||||||||||||
Corporate and Other [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Transaction costs | 57,000,000 | 48,000,000 | $ 9,000,000 | ||||||||||||||||
Restructuring and integration costs | 114,000,000 | 134,000,000 | |||||||||||||||||
Impairment charges | $ 18,000,000 | 58,000,000 | |||||||||||||||||
Expense with need to make alternate arrangements | $ 25,000,000 | ||||||||||||||||||
Gain on sale of assets | $ 4,000,000 | ||||||||||||||||||
[1] | 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. | ||||||||||||||||||
[2] | 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination | ||||||||||||||||||
[3] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | ||||||||||||||||||
[4] | P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. | ||||||||||||||||||
[5] | Represents charges associated with the impairment of vessels and other marine equipment, due to changes in their level of planned utilization. See Note 16, Fair Value Measurements, for further discussion. |
Segment Reporting - Significant
Segment Reporting - Significant Impact of Customers on Company Segments (Detail) - Customer Concentration Risk [Member] - Sales Revenue, Net [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
MENA [Member] | Saudi Aramco [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of consolidated revenues | 11.00% | 19.00% | 63.00% |
NCSA [Member] | Cameron LNG [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of consolidated revenues | 10.00% | ||
APAC [Member] | Inpex Operations Australia Pty Ltd [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of consolidated revenues | 11.00% |
Segment Reporting - Operating_3
Segment Reporting - Operating Information about Revenues by Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | [1] | Sep. 30, 2018 | [1] | Jun. 30, 2018 | [1] | Mar. 31, 2018 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | $ 1,962 | $ 2,121 | $ 2,137 | $ 2,211 | $ 2,073 | $ 2,289 | $ 1,735 | $ 608 | $ 8,431 | $ 6,705 | $ 2,985 | ||||
Russia [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 303 | 96 | |||||||||||||
United States [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 4,431 | 3,695 | 102 | ||||||||||||
Saudi Arabia [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 999 | 1,304 | 1,965 | ||||||||||||
Australia [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 168 | 253 | 344 | ||||||||||||
Qatar [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 467 | 173 | 149 | ||||||||||||
Mexico [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 216 | 191 | 143 | ||||||||||||
India [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 373 | 144 | 201 | ||||||||||||
United Arab Emirates [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 271 | 130 | 5 | ||||||||||||
Denmark [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | 332 | 118 | |||||||||||||
Other countries [Member] | |||||||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||||||
Revenues | $ 871 | $ 601 | $ 76 | ||||||||||||
[1] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. |
Segment Reporting - Operating_4
Segment Reporting - Operating Information about Property, Plant and Equipment, Net by Geography (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | $ 2,129 | $ 2,067 |
Netherlands [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 222 | |
Sri Lanka [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 209 | |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 324 | 797 |
India [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 798 | 429 |
Qatar [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 160 | 2 |
Indonesia [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 47 | 246 |
Mexico [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | 180 | 192 |
Other countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | [1] | $ 189 | $ 401 |
[1] | Our marine vessels are included in the area in which they were located as of the reporting date. |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Selected Unaudited Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | [1] | Sep. 30, 2018 | [1] | Jun. 30, 2018 | [1] | Mar. 31, 2018 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||
Revenues | $ 1,962,000,000 | $ 2,121,000,000 | $ 2,137,000,000 | $ 2,211,000,000 | $ 2,073,000,000 | $ 2,289,000,000 | $ 1,735,000,000 | $ 608,000,000 | $ 8,431,000,000 | $ 6,705,000,000 | $ 2,985,000,000 | |||||||||||
Project intangibles and inventory related amortization | 7,000,000 | [2] | 7,000,000 | [2] | 10,000,000 | [2] | 10,000,000 | [2] | 41,000,000 | [2] | 30,000,000 | [2] | 12,000,000 | [2] | 34,000,000 | 83,000,000 | ||||||
Gross profit | (115,000,000) | (59,000,000) | 178,000,000 | 183,000,000 | (122,000,000) | 273,000,000 | 237,000,000 | 130,000,000 | ||||||||||||||
Other intangibles amortization | 22,000,000 | [3] | 21,000,000 | [3] | 22,000,000 | [3] | 22,000,000 | [3] | 27,000,000 | [3] | 25,000,000 | [3] | 10,000,000 | [3] | 87,000,000 | 62,000,000 | ||||||
Transaction costs | 28,000,000 | [4] | 14,000,000 | [4] | 11,000,000 | [4] | 4,000,000 | [4] | 3,000,000 | [5] | 5,000,000 | [5] | 37,000,000 | [5] | 3,000,000 | [5] | 57,000,000 | 48,000,000 | 9,000,000 | |||
Restructuring and integration costs | 11,000,000 | [6] | 14,000,000 | [6] | 20,000,000 | [6] | 69,000,000 | [6] | 28,000,000 | [6] | 31,000,000 | [6] | 63,000,000 | [6] | 12,000,000 | [6] | 114,000,000 | 134,000,000 | 0 | |||
Goodwill impairment | 60,000,000 | [7] | 1,370,000,000 | [7] | 2,168,000,000 | [8] | 1,430,000,000 | [9] | 2,168,000,000 | [9] | ||||||||||||
Intangible Asset impairments | 19,000,000 | [10] | 143,000,000 | [10] | 162,000,000 | |||||||||||||||||
Other asset impairments | 18,000,000 | [11] | 58,000,000 | [11] | 18,000,000 | 58,000,000 | 1,000,000 | |||||||||||||||
Loss on asset disposals | 2,000,000 | 102,000,000 | (104,000,000) | (3,000,000) | 2,000,000 | |||||||||||||||||
Net income (loss) | (849,000,000) | [12] | (1,864,000,000) | [12] | (114,000,000) | [12] | (57,000,000) | [12] | (2,757,000,000) | 45,000,000 | 34,000,000 | (2,884,000,000) | (2,678,000,000) | 178,000,000 | ||||||||
Net (loss) income attributable to McDermott | (848,000,000) | (1,873,000,000) | (132,000,000) | (56,000,000) | (2,771,000,000) | 2,000,000 | 47,000,000 | 35,000,000 | (2,909,000,000) | [13] | (2,687,000,000) | [13] | 179,000,000 | [14] | ||||||||
Dividends on redeemable preferred stock | (14,000,000) | [15] | (10,000,000) | [15] | (10,000,000) | [15] | (10,000,000) | [15] | (3,000,000) | [15] | (44,000,000) | [13] | (3,000,000) | [13] | ||||||||
Accretion of redeemable preferred stock | (4,000,000) | [15] | (4,000,000) | [15] | (4,000,000) | [15] | (4,000,000) | [15] | (1,000,000) | [15] | (16,000,000) | [13] | (1,000,000) | [13] | ||||||||
Net income (loss) attributable to common stockholders | $ (866,000,000) | $ (1,887,000,000) | $ (146,000,000) | $ (70,000,000) | $ (2,775,000,000) | $ 2,000,000 | $ 47,000,000 | $ 35,000,000 | $ (2,969,000,000) | [13] | $ (2,691,000,000) | [13] | $ 179,000,000 | [14] | ||||||||
Income (loss) per share | ||||||||||||||||||||||
Basic | $ (4.69) | $ (10.37) | $ (0.80) | $ (0.39) | $ (15.33) | $ 0.01 | $ 0.33 | $ 0.12 | $ (16.31) | [13] | $ (17.94) | [13] | $ 1.97 | [14] | ||||||||
Diluted | $ (4.69) | $ (10.37) | $ (0.80) | $ (0.39) | $ (15.33) | $ 0.01 | $ 0.33 | $ 0.12 | $ (16.31) | [13] | $ (17.94) | [13] | $ 1.88 | [14] | ||||||||
[1] | Results in the second, third and fourth quarters of 2018 reflect impacts of the Combination from the Combination Date. | |||||||||||||||||||||
[2] | Represents amortization of fair value adjustments for RPOs acquired in the Combination and normalized profit margin fair value associated with acquired long-term contracts that were deemed to be lower than market value as of the Combination Date. Also included is amortization associated with fair value adjustments to inventory balances acquired in the Combination. | |||||||||||||||||||||
[3] | Represents amortization of other intangible assets acquired in the Combination. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||||||||||||
[4] | 2019—primarily relates to legal and other professional fees associated with the sale processes for the pipe fabrication business and the Lummus Technology business and the now-terminated effort to sell our industrial storage tanks business, as well as professional and other fees associated with the Chapter 11 Cases. | |||||||||||||||||||||
[5] | 2018—primarily relates to professional service fees (including audit, legal and advisory services) associated with the Combination. See Note 3, Business Combination | |||||||||||||||||||||
[6] | P rimarily represents costs related to achieve our CPI. See Note 12, Restructuring and Integration Costs, for further discussion. | |||||||||||||||||||||
[7] | 2019—r epresents impairment of goodwill associated with our NCSA and EARC reporting units, resulting from our interim and annual impairment assessment. See Note 9, Goodwill and Other Intangible Assets , for further discussion. | |||||||||||||||||||||
[8] | 2018—r epresents impairment of goodwill associated with our NCSA, EARC, APAC and Technology reporting units, resulting from our annual impairment assessment. | |||||||||||||||||||||
[9] | Represents impairment of goodwill associated with our NCSA and EARC reporting units in 2019 and our NCSA, EARC, APAC and Technology reporting units in 2018. See Note 9, Goodwill and Other Intangible Assets | |||||||||||||||||||||
[10] | Represents impairment of intangible assets, primarily in our NCSA segment. Goodwill and Other Intangible Assets | |||||||||||||||||||||
[11] | Represents charges associated with the impairment of vessels and other marine equipment, due to changes in their level of planned utilization. See Note 16, Fair Value Measurements, for further discussion. | |||||||||||||||||||||
[12] | Net loss for the quarter ended December 31, 2019 included the impact on interest expense of: (1) $316 million of DIC amortization, primarily associated with the accelerated DIC amortization due to our non-compliance with certain covenants and other obligations contained in our financing arrangements , discussed in Note 13, Debt ; (2) $67 million of expense associated with our interest rate swap arrangement, reclassified from AOCI into interest expense, discussed in Note 17, Derivative Financial Instruments ; and (3) a $32 million of gain associated with the valuation of the Superpriority Credit Agreement embedded derivative, discussed in Note 13, Debt . | |||||||||||||||||||||
[13] | ||||||||||||||||||||||
[14] | ||||||||||||||||||||||
[15] | Represents dividends paid and accrued on the shares of 12% Redeemable Preferred Stock and accretion of the stock over the seven years from November 29, 2018 through the expected redemption date of November 29, 2025, using the effective interest method. See Note 21, Redeemable Preferred Stock , for further discussion |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) - Selected Unaudited Quarterly Financial Information (Parenthetical) (Detail) - USD ($) $ in Millions | Oct. 21, 2019 | Nov. 29, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Quarterly Financial Information [Line Items] | |||||
Interest expense | $ 316 | $ 316 | |||
Preferred stock dividend rate | 14.00% | ||||
Redeemable Preferred Stock [Member] | |||||
Quarterly Financial Information [Line Items] | |||||
Preferred stock dividend rate | 12.00% | 12.00% | |||
Redemption value accretion period (in years) | 7 years | ||||
Expected redemption date | Nov. 29, 2025 | ||||
Superpriority Credit Agreement [Member] | Interest Expense [Member] | |||||
Quarterly Financial Information [Line Items] | |||||
Gain associated with valuation of embedded derivative | 32 | ||||
Reclassification out of AOCI [Member] | |||||
Quarterly Financial Information [Line Items] | |||||
Interest expense | $ 67 | $ 67 |