EX-99.2
5
a201707068-kex992.htm
EXHIBIT 99.2
Exhibit
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.

EX - 99 . 2 5 a201707068 - kex992 . htm EXHIBIT 99 . 2 Exhibit 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 non controlling 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 non controlling 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 non controlling 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 .