Shaw Reports Fourth Quarter and Fiscal Year 2012 Financial Results

Shaw Reports Fourth Quarter and Fiscal Year 2012 Financial Results

BATON ROUGE, La.--(BUSINESS WIRE)-- The Shaw Group Inc. (NYS: SHAW) today announced financial results for fiscal year 2012 and the quarter ended Aug. 31, 2012.

Significant items in the quarter include:

• Shaw reported earnings for the fourth quarter of $1.68 per share including the Westinghouse segment and $1.86 per share excluding the Westinghouse segment.

• Shaw successfully completed the divestiture of its Energy & Chemicals business resulting in cash proceeds of $290.0 million. Shaw recognized a pre-tax gain of $82.1 million ($70.0 million after tax) in the fourth quarter of fiscal year 2012 with a fiscal year-to-date pre-tax gain of $53.7 million ($52.5 million after tax) net of related divestiture activities and charges associated with the wind-down of the remaining segment operations.

• Shaw announced it entered into a definitive merger agreement to be acquired by CB&I in a cash and stock transaction valued at approximately $3.2 billion based on the trading price of CB&I common stock as of Oct. 15, 2012.

• The CB&I acquisition process continues to move forward according to schedule with multiple major milestones accomplished, including the sale of the Energy & Chemicals segment, the expiration of the waiting period for the Hart-Scott-Rodino Antitrust Improvements Act and the exercise of the Westinghouse put options.

• Shaw's total adjusted cash balance at the end of the fourth quarter was approximately $1.4 billion, which includes a cash collection of $107 million from the previously announced GenOn Mid-Atlantic settlement and the cash proceeds from the Energy & Chemicals divestiture.

"All of Shaw's business segments continue to perform well," said J.M. Bernhard Jr., chairman, president and chief executive officer of Shaw. "We are making progress with the CB&I transaction, with all aspects moving forward as scheduled toward closing in the first quarter of calendar year 2013."

Quarterly Financial Summary:

Because of the non-cash, non-operational impact on reported earnings resulting solely from movement in exchange rates between the U.S. dollar and the Japanese yen, Shaw uses financial results excluding its Investment in Westinghouse segment to measure and communicate financial performance internally and externally.

For the fourth quarter of fiscal year 2012, Shaw's Westinghouse segment includes a non-cash, non-operating foreign exchange loss of $13.0 million pre-tax, or $8.0 million after tax. The prior year included a non-cash foreign exchange loss of $84.6 million pre-tax, or $52.0 million after tax.

The following results include Shaw's Westinghouse segment:

The following results exclude Shaw's Westinghouse segment:

Fiscal Year 2012 Financial Summary:

For fiscal year 2012, Shaw's Westinghouse segment includes a non-cash, non-operating foreign exchange translation gain of $40.8 million pre-tax, or $25.0 million after tax. The prior year included a non-cash foreign exchange translation loss of $159.0 million pre-tax, or $97.8 million after tax.

The following results include Shaw's Westinghouse segment:

The following results exclude Shaw's Westinghouse segment:

CB&I Acquisition:

On July 30, 2012, Shaw announced it had entered into a definitive merger agreement to be acquired by CB&I. Shaw is required to have $200 million in EBITDA as defined in the transaction agreement for the four quarters prior to the transaction closing. The transaction currently is expected to close in the first quarter of calendar year 2013.

At the end of the fourth quarter of fiscal year 2012, Shaw's EBITDA as defined in the transaction agreement was as follows:

• Total EBITDA as defined in the transaction agreement for the prior three quarters (Q2 - Q4 of fiscal year 2012): $242 million

  • Second quarter of fiscal year 2012 EBITDA: $83 million

  • Third quarter of fiscal year 2012 EBITDA: $61 million

  • Fourth quarter of fiscal year 2012 EBITDA: $98 million

Shaw will report first quarter fiscal year 2013 earnings in late December 2012 or early January 2013.

A summary of the definition of EBITDA contained in the transaction agreement is included at the end of this press release.

Fiscal Year 2013 Guidance:

Guidance for fiscal year 2013:

• Revenue: approximately $5.0 - $5.5 billion

• Diluted earnings per share, excluding Westinghouse: $1.70 - $1.90 per share

• Operating cash flow: approximately $(200) million - $0.0

Investment in Westinghouse:

Shaw's subsidiary Nuclear Energy Holdings (NEH) has a 20 percent equity interest in companies collectively known as the Westinghouse Group. NEH financed this investment partially through issuing limited recourse Japanese yen-denominated bonds and, to mitigate the risk associated with foreign currency fluctuation, simultaneously entered into a yen-denominated put option agreement with Toshiba, which provides NEH the option to sell all or part of its equity interest to Toshiba and receive a pre-determined yen-denominated price for the shares.

For U.S. reporting purposes, the yen-denominated bonds are revalued at each quarter's end to the current U.S. dollar exchange rate; however, the yen-denominated put option, which naturally hedges the foreign exchange movements of the Japanese yen-denominated bonds, is not revalued at current exchange rates for U.S. financial reporting purposes. Therefore, our reported financial results frequently reflect the volatility of the yen-dollar exchange rates showing significant non-cash translation exchange gains or losses.

On Oct. 6, 2012, NEH exercised its put options to sell its investment in the Westinghouse Group back to Toshiba, as required by the terms of NEH's outstanding bonds. Settlement of the sale is expected to occur in January 2013. Proceeds from the sale must be used to repay NEH's outstanding bonds on their scheduled maturity date of March 15, 2013.

Calculation of EBITDA:

Shaw defines EBITDA as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by Shaw to assess performance. Although it is calculated using components derived from our financial statements prepared under generally accepted accounting principles (GAAP), EBITDA itself is not a GAAP measure.

A table reconciling EBITDA to its most directly comparable GAAP measure is included in the summarized financial information within this release. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including net cash provided by operations, operating income and net income attributable to Shaw. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.

Calculation of EBITDA as Defined in the CB&I Transaction Agreement:

The transaction agreement provides that EBITDA means, for any period, on a consolidated basis for Shaw and its subsidiaries (other than NEH and its subsidiaries), the sum of the following for such period calculated in accordance with GAAP:

• The sum of:

  • Consolidated net income (defined in the transaction agreement as the net income of Shaw and its subsidiaries (other than NEH and its subsidiaries) determined on a consolidated basis in accordance with GAAP, excluding (i) any extraordinary gain or loss and (ii) net earnings of any non-subsidiary in which Shaw or its subsidiaries (other than NEH and its subsidiaries) has an ownership interest unless such net earnings have actually been received in the form of cash distributions), plus

  • Interest expense (to the extent deducted in computing consolidated net income), plus

  • Charges against income for taxes (to the extent deducted in computing consolidated net income), plus

  • Other non-recurring non-cash charges (to the extent deducted in computing consolidated net income), plus

  • Extraordinary losses incurred other than in the ordinary course of business (to the extent deducted in computing consolidated net income), minus

  • Any non-recurring non-cash credits (to the extent added in computing consolidated net income), minus extraordinary gains realized other than in the ordinary course of business (to the extent added in computing consolidated net income); plus

• Depreciation expense (to the extent deducted in computing consolidated net income); plus

• Amortization expense, including amortization of goodwill and other intangible assets (to the extent deducted in computing consolidated net income); plus

• Non-cash compensation expenses for management or employees (to the extent deducted in computing consolidated net income); plus

• Extraordinary, unusual or non-recurring charges otherwise deducted in arriving at consolidated net income for such period arising from (i) the GenOn AQC Project, in an aggregate amount not to exceed $20.1 million and incurred prior to May 31, 2012 and (ii) the Dominion project in an aggregate amount not to exceed $88 million and incurred prior to May 31, 2012; plus

• Dividends and distributions received in cash during such period from non-subsidiaries of Shaw (other than NEH) (to the extent not already included in consolidated net income); plus

• Any charges, fees and expenses incurred in connection with the transaction with the merger transaction and the transactions contemplated thereby; plus

• Charges, expenses and losses incurred in connection with restructuring and integration activities in connection with the merger transaction and the transactions contemplated thereby, including in connection with closures of certain facilities and termination of leases; plus

• Expenses incurred in connection with the merger transaction and the transactions contemplated thereby and relating to termination and related payments and benefits as to, or relocation of, officers, directors and employees.

In addition, the transaction agreement defines EBITDA to exclude the part of the Energy & Chemicals business segment that has been sold as if such sale had occurred on the first day of the relevant measurement period.

Calculation of Total Adjusted Cash:

Shaw defines total adjusted cash as the sum of cash and cash equivalents, restricted and escrowed cash and cash equivalents, short-term investments and restricted short-term investments.

About Shaw:

The Shaw Group Inc. (NYS: SHAW) is a leading global provider of engineering, construction, technology, fabrication, remediation and support services for clients in the energy, chemicals, environmental, infrastructure and emergency response industries. A Fortune 500 company with fiscal year 2012 annual revenues of $6 billion, Shaw has approximately 25,000 employees around the world and is a power sector industry leader according to Engineering News-Record's list of Top 500 Design Firms. For more information, please visit Shaw's website at www.shawgrp.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. On September 17, 2012, Chicago Bridge & Iron Company N.V. ("CB&I") filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 that included a preliminary proxy statement of The Shaw Group Inc. ("Shaw") that also constitutes a prospectus of CB&I. These materials are not yet final and may be amended. CB&I and Shaw also plan to file other documents with the SEC regarding the proposed agreement. A definitive joint proxy statement/prospectus will be mailed to shareholders of Shaw. INVESTORS AND SECURITY HOLDERS OF SHAW ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about 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, their respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Shaw 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 2012 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Statements set forth in this communication that are not historical facts, including statements regarding future financial performance, future competitive positioning and business synergies, future acquisition cost savings, future accretion to earnings per share, future market demand, future benefits to shareholders, future economic and industry conditions, the proposed merger (including its benefits, results, effects and timing), the attributes of Shaw as a subsidiary of CB&I and whether and when the transactions contemplated by the merger agreement will be consummated, are forward-looking statements within the meaning of federal securities laws. The words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the companies' control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements.

These risks and uncertainties include, but are not limited to: the failure of the shareholders of CB&I or the shareholders of Shaw to approve the merger; the risk that the conditions to the closing of the merger are not satisfied; the risk that regulatory approvals required for the merger 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 merger; uncertainties as to the timing of the merger; competitive responses to the proposed merger; costs and difficulties related to the integration of Shaw's businesses and operations with CB&I's business and operations; the inability to or delay in obtaining cost savings and synergies from the merger; unexpected costs, charges or expenses resulting from the merger; litigation relating to the merger; the inability to retain key personnel; and any changes in general economic and/or industry specific conditions.

Shaw and CB&I caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Shaw's and CB&I's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning Shaw, CB&I, the proposed transaction or other matters and attributable to Shaw or CB&I or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Shaw nor CB&I undertakes any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.