CB&I Reports Third Quarter 2012 Results

  CB&I Reports Third Quarter 2012 Results

                    Earnings per Share up 14% over Q3 2011

Business Wire

THE WOODLANDS, Texas -- October 23, 2012

CB&I (NYSE: CBI) today reported net income of $80.2 million, or $0.82 per
diluted share, for the third quarter of 2012, compared with $72.2 million, or
$0.72 per diluted share, in the third quarter of 2011. Revenue for the quarter
was $1.4 billion, up from $1.3 billion over the comparable period. New awards
for the quarter totaled $930 million, and the company’s backlog at the end of
the quarter totaled $9.5 billion.

“I am extremely pleased to report another quarter of strong earnings and
revenue growth, reflecting solid performance and robust end markets throughout
the world,” said Philip K. Asherman, President and CEO. “Looking ahead, we are
well-positioned in the industries we serve and see significant growth
opportunities, particularly in U.S. petrochemicals and global LNG. In
addition, we expect to complete the Shaw acquisition in the first quarter,
considerably expanding our ability to compete for and execute the world’s
largest energy infrastructure projects, regardless of type, scope, or
location.”

During the third quarter, the company returned $4.8 million to shareholders
through quarterly cash dividends. Cash and cash equivalents as of September 30
were $655 million, up from $553 million the prior quarter.

Earnings Conference Call

CB&I will host a webcast on October 23 at 4:00 p.m. Central time (5:00 p.m.
Eastern time) to discuss financial and operating results, and answer questions
from investors. The webcast is available at www.CBI.com Investor Relations.

About CB&I

CB&I (NYSE: CBI) engineers and constructs some of the world’s largest energy
infrastructure projects. With premier process technology, proven EPC
expertise, and unrivaled storage tank experience, CB&I executes projects from
concept to completion. Safely. Reliably. Globally. For more information, visit
www.CBI.com.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, Chicago Bridge & Iron Company N.V.
(“CB&I”) has filed with the Securities and Exchange Commission (“SEC”) a
preliminary registration statement on Form S-4 that includes a joint proxy
statement of The Shaw Group Inc. (“Shaw”) and CB&I that also constitutes a
prospectus of CB&I. CB&I and Shaw also plan to file other documents with the
SEC regarding the proposed transaction. A definitive joint proxy
statement/prospectus will be mailed to shareholders of Shaw and CB&I.
INVESTORS AND SECURITY HOLDERS OF SHAW AND CB&I ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders will be able to obtain free copies of the definitive joint proxy
statement/prospectus and other relevant documents filed by CB&I and Shaw, once
such documents are filed with the SEC, through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CB&I
will be available free of charge on CB&I’s internet website at www.cbi.com
under the tab “Investor Relations” and then under the tab “SEC Documents” or
by contacting CB&I’s Investor Relations Department at 832-513-1200. Copies of
the documents filed with the SEC by Shaw will be available free of charge on
Shaw’s internet website at www.Shawgrp.com under the tab “Investor Relations”
and then under the tab “SEC Filings” or by contacting Shaw’s Investor
Relations Department at 225-987-7372.

Participants in the Solicitation

CB&I, Shaw, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Shaw and CB&I in connection with the proposed transaction. Information
about the directors and executive officers of Shaw is set forth in Shaw’s
proxy statement for its 2011 annual meeting of shareholders, which was filed
with the SEC on December 15, 2011. Information about the directors and
executive officers of CB&I is set forth in CB&I’s proxy statement for its 2012
annual meeting of shareholders, which was filed with the SEC on March 22,
2012. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, is set forth in the preliminary joint proxy statement/prospectus
filed with the SEC on September 18, 2012 and will be contained in other
relevant materials to be filed with the SEC in connection with the proposed
transaction, including the definitive joint proxy statement/prospectus, when
they become available.

Cautionary Statements regarding Forward-Looking Statements

This press release contains forward-looking statements and information about
our current and future prospects and our operations and financial results,
which are based on currently available information. Actual future results and
financial performance could vary significantly from those anticipated in such
statements. The forward looking statements include assumptions about our
operations, such as cost controls and market conditions, and the proposed
transaction (including its benefits, results, effects and timing) that may not
be realized. Risks and uncertainties related to the transaction include, but
are not limited to: the failure of the shareholders of CB&I or the
shareholders of Shaw to approve the transaction; the risk that the conditions
to the closing of the transaction are not satisfied; the risk that regulatory
approvals required for the transaction are not obtained or are obtained
subject to conditions that are not anticipated; potential adverse reactions or
changes to business relationships resulting from the announcement or
completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the proposed transaction; costs and
difficulties related to the integration of Shaw’s businesses and operations
with CB&I’s business and operations; the inability to obtain, or delays in
obtaining, cost savings and synergies from the transaction; unexpected costs,
charges or expenses resulting from the transaction; litigation relating to the
transaction; the inability to retain key personnel; and any changes in general
economic and/or industry specific conditions. Additional factors that could
cause future results or events to differ from those we expect are those risks
discussed under Item 1A “Risk Factors” in CB&I’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, CB&I’s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2012, June 30, 2012, and September 30,
2012, and in the preliminary joint proxy statement/prospectus filed with the
SEC on September 18, 2012 and other reports filed with the SEC. Please read
CB&I’s “Risk Factors” and other cautionary statements contained in these
filings.

We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, the occurrence of certain events or
otherwise. As a result of these risks and others, actual results could vary
significantly from those anticipated in this press release, and our financial
condition and results of operations could be materially adversely affected.

               
CHICAGO BRIDGE & IRON COMPANY N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
                                                             
                                                                 
                 Three Months                    Nine Months
                 Ended September 30,             Ended September 30,
                 2012            2011            2012            2011
                                                                 
Revenue          $ 1,446,942     $ 1,255,344     $ 3,947,738     $ 3,295,320
Cost of           1,258,052     1,108,532     3,446,699     2,871,699 
revenue
Gross profit       188,890         146,812         501,039         423,621
% of Revenue       13.1      %     11.7      %     12.7      %     12.9      %
                                                                 
Selling and
administrative     52,860          49,749          168,484         155,889
expense
% of Revenue       3.7       %     4.0       %     4.3       %     4.7       %
                                                                 
Intangibles        5,996           6,409           18,125          19,073
amortization
Other
operating          2,554           614             3,816           (230      )
expense
(income), net
Equity            (705      )    (2,688    )    (6,515    )    (7,238    )
earnings
Income from        128,185         92,728          317,129         256,127
operations
% of Revenue       8.9       %     7.4       %     8.0       %     7.8       %
                                                                 
Interest           (6,826    )     (1,105    )     (11,769   )     (7,700    )
expense
Interest          1,962         2,381         6,437         5,496     
income
Income before      123,321         94,004          311,797         253,923
taxes
                                                                 
Income tax        (37,068   )    (22,601   )    (91,726   )    (69,253   )
expense
Net income         86,253          71,403          220,071         184,670
                                                                 
Less: Net
(income) loss
attributable      (6,022    )    761           (8,033    )    (106      )
to
noncontrolling
interests
                                                                 
Net income
attributable     $ 80,231       $ 72,164       $ 212,038      $ 184,564   
to CB&I
                                                                 
Net income
attributable
to CB&I per
share:
Basic            $ 0.83          $ 0.74          $ 2.19          $ 1.88
Diluted          $ 0.82          $ 0.72          $ 2.16          $ 1.84
                                                                 
Weighted
average shares
outstanding:
Basic              96,399          97,772          96,684          98,251
Diluted            97,814          99,814          98,231          100,271
                                                                 
Cash dividends
on shares:
Amount           $ 4,836         $ 4,921         $ 14,553        $ 14,841
Per Share        $ 0.05          $ 0.05          $ 0.15          $ 0.15

                                                                                            
CHICAGO BRIDGE & IRON COMPANY N.V.
SEGMENT INFORMATION
(in thousands)
                                                                                                     
               Three Months Ended September 30,                Nine Months Ended September 30,
               2012                    2011                    2012                    2011
                                                                                                     
                             % of                    % of                    % of                    % of
NEW AWARDS*                  Total                   Total                   Total                   Total
Steel Plate    $ 437,366     47    %   $ 3,135,692   82    %   $ 1,574,014   35    %   $ 3,797,777   63    %
Structures
Project
Engineering      350,812     38    %     499,046     13    %     2,298,750   52    %     1,853,137   31    %
and
Construction
Lummus          141,934     15    %    173,418     5     %    582,470     13    %    384,394     6     %
Technology
Total          $ 930,112               $ 3,808,156             $ 4,455,234             $ 6,035,308
                                                                                                     
                                                                                                     
                             % of                    % of                    % of                    % of
REVENUE                      Total                   Total                   Total                   Total
Steel Plate    $ 496,576     34    %   $ 511,376     41    %   $ 1,416,037   36    %   $ 1,336,441   40    %
Structures
Project
Engineering      799,868     55    %     630,010     50    %     2,192,500   55    %     1,636,227   50    %
and
Construction
Lummus          150,498     11    %    113,958     9     %    339,201     9     %    322,652     10    %
Technology
Total          $ 1,446,942             $ 1,255,344             $ 3,947,738             $ 3,295,320
                                                                                                     
                                                                                                     
                             % of                    % of                    % of                    % of
INCOME FROM                  Revenue                 Revenue                 Revenue                 Revenue
OPERATIONS
Steel Plate    $ 51,227      10.3  %   $ 43,284      8.5   %   $ 137,944     9.7   %   $ 127,697     9.6   %
Structures
Project
Engineering      36,214      4.5   %     22,601      3.6   %     93,744      4.3   %     62,092      3.8   %
and
Construction
Lummus          40,744      27.1  %    26,843      23.6  %    85,441      25.2  %    66,338      20.6  %
Technology
Total          $ 128,185     8.9   %   $ 92,728      7.4   %   $ 317,129     8.0   %   $ 256,127     7.8   %
                                                                                                     
                                                                                                     
* New awards represents the value of new project commitments received by the Company during a given period.

                                                      
CHICAGO BRIDGE & IRON COMPANY N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                           
                                                           
                                 September 30,             December 31,
                                 2012                      2011
ASSETS
                                                           
Current assets                   $    1,896,086            $   1,661,321
Equity investments                    85,900                   95,687
Property and equipment, net           277,886                  262,003
Goodwill and other                    1,090,803                1,114,512
intangibles, net
Other non-current assets              127,988                  158,460
                                                          
Total assets                     $    3,478,663           $   3,291,983   
                                                           
                                                           
LIABILITIES AND
SHAREHOLDERS' EQUITY
                                                           
Current maturity of              $    40,000               $   40,000
long-term debt
Other current liabilities             1,756,766                1,703,424
Other non-current                     339,688                  352,129
liabilities
                                                           
Shareholders' equity                  1,342,209                1,196,430
                                                          
Total liabilities and            $    3,478,663           $   3,291,983   
shareholders' equity
                                                           
                                                           
                                                           
CHICAGO BRIDGE & IRON COMPANY N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND OTHER FINANCIAL DATA
(in thousands)
                                                           
                                 Nine Months
                                 Ended September 30,
                                 2012                      2011
CASH FLOWS
                                                           
Cash flows from operating        $    138,212              $   189,126
activities
Cash flows from investing             (46,087      )           (16,059     )
activities
Cash flows from financing             (115,693     )           (98,591     )
activities
Effect of exchange rate
changes on cash and cash              6,511                    (16,315     )
equivalents
                                                          
(Decrease) increase in cash           (17,057      )           58,161
and cash equivalents
Cash and cash equivalents,           671,811                481,738     
beginning of the year
Cash and cash equivalents,       $    654,754             $   539,899     
end of the period
                                                           
OTHER FINANCIAL DATA
                                                           
Increase in receivables,         $    (211,427     )       $   (220,656    )
net
Change in contracts in                (133,930     )           (15,665     )
progress, net
Increase in accounts                 105,958                148,185     
payable
Change in contract capital       $    (239,399     )       $   (88,136     )
                                                           
Depreciation and                 $    50,511               $   52,037
amortization
Capital expenditures             $    50,996               $   23,822
                                                           
Backlog *                        $    9,543,989            $   9,272,683
                                                           
                                                           
* Backlog includes the value of new award commitments until work is performed
and revenue is recognized or until cancellation.
Backlog may also fluctuate with currency movements.

Contact:

CB&I
Investors: Christi Thoms, +1 832 513 1200
Media: www.CBI.com