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
CB&I Reports Third Quarter 2012 Results
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