CHICAGO BRIDGE & IRON CO N V - FORM 8-K - EX-99.2 - EXHIBIT 99.2 - July 6, 2017

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EX-99.1 - EXHIBIT 99.1 - CHICAGO BRIDGE & IRON CO N Va201707068-kex991.htm
EX-10.2 - EXHIBIT 10.2 - CHICAGO BRIDGE & IRON CO N Va201707068-kex102.htm
EX-10.1 - EXHIBIT 10.1 - CHICAGO BRIDGE & IRON CO N Va201707068-kex101.htm
8-K - FORM 8-K - CHICAGO BRIDGE & IRON CO N Va201707068-k.htm
Exhibit 99.2



Basis of Pro Forma Presentation

These financial statements provide the pro forma effects of the sale of our Capital Services Operations on our Statements of Operations for the years ended December 31, 2016, 2015 and 2014 as if the sale occurred on January 1 of each period presented. The adjustments give effect to the removal of 1) the results of the Capital Services Operations, including an allocable portion of our corporate costs and 2) interest expense assuming the estimated net sales proceeds of approximately $650 million (inclusive of an estimated working capital adjustment and transaction costs) were utilized to repay outstanding debt as of January 1 of each period presented.

CHICAGO BRIDGE & IRON COMPANY N.V.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Year Ended December 31, 2016
 
As Stated
 
Pro Forma Adj.
 
Pro Forma
 
(In thousands, except per share data)
Revenue
$
10,679,558

 
$
(2,079,909
)
(a)
$
8,599,649

Cost of revenue
9,653,502

 
(1,931,263
)
(a)
7,722,239

Gross profit
1,026,056

 
(148,646
)
 
877,410

Selling and administrative expense
349,874

 
(51,833
)
(a)
298,041

Intangibles amortization
42,439

 
(16,600
)
(a)
25,839

Equity earnings
(26,826
)
 
2,256

(a)
(24,570
)
Goodwill impairment
655,000

 
(655,000
)
(a)
—

Loss on net assets sold
148,148

 
—

 
148,148

Other operating expense, net
2,339

 
72

(a)
2,411

(Loss) income from operations
(144,918
)
 
572,459

 
427,541

Interest expense
(105,349
)
 
24,109

(b)
(81,240
)
Interest income
13,004

 
(1,155
)
(a)
11,849

(Loss) income before taxes
(237,263
)
 
595,413

 
358,150

Income tax (expense) benefit
(2,560
)
 
23,486

(c)
20,926

Net (loss) income
(239,823
)
 
618,899

 
379,076

Less: Net income attributable to noncontrolling interests
(73,346
)
 
2,187

(a)
(71,159
)
Net (loss) income attributable to CB&I
$
(313,169
)
 
$
621,086

 
$
307,917

 
 
 
 
 
 
Per Share Data
 
 
 
 
 
Net (loss) income attributable to CB&I per share:
 
 
 
 
 
Basic
$
(3.05
)
 


 
$
2.99

Diluted
$
(3.05
)
 


 
$
2.97

 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
102,811

 
 
 
102,811

Diluted
102,811

 
 
(d)
103,662

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these Pro Forma financial statements.









CHICAGO BRIDGE & IRON COMPANY N.V.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Year Ended December 31, 2015
 
As Stated
 
Pro Forma Adj.
 
Pro Forma
 
(In thousands, except per share data)
Revenue
$
12,929,504

 
$
(2,298,692
)
(a)
$
10,630,812

Cost of revenue
11,417,188

 
(2,139,870
)
(a)
9,277,318

Gross profit
1,512,316

 
(158,822
)
 
1,353,494

Selling and administrative expense
387,027

 
(50,745
)
(a)
336,282

Intangibles amortization
57,625

 
(19,960
)
(a)
37,665

Equity earnings
(15,689
)
 
912

(a)
(14,777
)
Goodwill impairment
453,100

 
—

 
453,100

Loss on net assets sold and intangible assets impairment
1,052,751

 
—

 
1,052,751

Other operating expense, net
2,619

 
441

(a)
3,060

Loss from operations
(425,117
)
 
(89,470
)
 
(514,587
)
Interest expense
(94,360
)
 
23,857

(b)
(70,503
)
Interest income
8,285

 
(1,244
)
(a)
7,041

Loss before taxes
(511,192
)
 
(66,857
)
 
(578,049
)
Income tax benefit
81,231

 
20,963

(c)
102,194

Net loss
(429,961
)
 
(45,894
)
 
(475,855
)
Less: Net income attributable to noncontrolling interests
(74,454
)
 
2,511

(a)
(71,943
)
Net loss attributable to CB&I
$
(504,415
)
 
$
(43,383
)
 
$
(547,798
)
 
 
 
 
 
 
Per Share Data
 
 
 
 
 
Net loss attributable to CB&I per share:
 
 
 
 
 
Basic
$
(4.72
)
 


 
$
(5.13
)
Diluted
$
(4.72
)
 


 
$
(5.13
)
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
106,766

 
 
 
106,766

Diluted
106,766

 
 
 
106,766

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these Pro Forma financial statements.




CHICAGO BRIDGE & IRON COMPANY N.V.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Year Ended December 31, 2014
 
As Stated
 
Pro Forma Adj.
 
Pro Forma
 
(In thousands, except per share data)
Revenue
$
12,974,930

 
$
(2,158,413
)
(a)
$
10,816,517

Cost of revenue
11,508,521

 
(1,992,905
)
(a)
9,515,616

Gross profit
1,466,409

 
(165,508
)
 
1,300,901

Selling and administrative expense
405,208

 
(46,332
)
(a)
358,876

Intangibles amortization
66,506

 
(19,960
)
(a)
46,546

Equity earnings
(25,225
)
 
689

(a)
(24,536
)
Other operating income, net
(2,373
)
 
551

(a)
(1,822
)
Integration related costs
39,685

 
(8,300
)
(a)
31,385

Income from operations
982,608

 
(92,156
)
 
890,452

Interest expense
(83,590
)
 
22,372

(b)
(61,218
)
Interest income
8,524

 
(1,154
)
(a)
7,370

Income before taxes
907,542

 
(70,938
)
 
836,604

Income tax expense
(271,417
)
 
32,051

(c)
(239,366
)
Net income
636,125

 
(38,887
)
 
597,238

Less: Net income attributable to noncontrolling interests
(92,518
)
 
1,876

(a)
(90,642
)
Net income attributable to CB&I
$
543,607

 
$
(37,011
)
 
$
506,596

 
 
 
 
 
 
Per Share Data
 
 
 
 
 
Net income attributable to CB&I per share:
 
 
 
 
 
Basic
$
5.03

 


 
$
4.69

Diluted
$
4.98

 


 
$
4.64

 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
108,047

 
 
 
108,047

Diluted
109,122

 
 
 
109,122

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these Pro Forma financial statements.




Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pro Forma Adjustments to Condensed Combined Statements of Operations:

(a)
To remove the results of our Capital Services Operations, including an allocable portion of our corporate costs appropriate to align with how our results will be presented after the disposition.
(b)
To remove interest expense assuming the estimated net sales proceeds of approximately $650 million (inclusive of an estimated working capital adjustment and transaction costs) were utilized to repay outstanding debt as of January 1 of each period presented.
(c)
To tax effect the pro forma adjustments. The tax effect of the 2016 pro forma adjustments reflects the non-deductibility of the $655 million goodwill impairment.
(d)
The unadjusted diluted per share amount for the year ended December 31, 2016, is based upon diluted weighted average shares that are equivalent to our basic weighted average shares due to the net loss for the period, and the pro forma diluted per share amount is based upon diluted weighted average shares.



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