8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2015

CHICAGO BRIDGE & IRON COMPANY N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or other jurisdiction of incorporation)

1-12815	N.A.
(Commission File Number)	(IRS Employer Identification No.)

Prinses Beatrixlaan 35
2595 AK The Hague
The Netherlands	N.A.
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 31-70-373-2010

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 31, 2015, Chicago Bridge & Iron Company N.V. (“CB&I”) completed the previously announced sale to Westinghouse Electric Company LLC (“WEC”) of all of the outstanding equity interests of CB&I Stone & Webster, Inc. (the “Company”), a wholly owned subsidiary of CB&I, pursuant to the purchase agreement with WEC, dated October 27, 2015 (the “Agreement”). The Company and its subsidiaries operate the business of engineering, construction, procurement, management, design, supply, installation, start-up and testing of nuclear-fueled facilities, including the V.C. Summer project in South Carolina and the Vogtle project in Georgia (collectively, “Nuclear Projects”), as well as CB&I’s nuclear integrated services business (collectively, “Nuclear Operations”).

In connection with the Agreement and upon closing of the transaction, WEC assumed and agreed to indemnify CB&I for liabilities arising before, at or after closing related to the Nuclear Projects, subject to specified exceptions. In addition, CB&I and the owners of the V.C. Summer project, namely South Carolina Electric & Gas Company and South Carolina Public Service Authority, fully released one another and one another’s affiliates and their respective directors, officers, employees and equity holders from all claims and liabilities that they had, have or will have against one another arising out of the Nuclear Projects, and CB&I and the owners of the Vogtle project, namely Georgia Power Company, Oglethorpe Power Corporation, Municipal Electric Authority of Georgia and the City of Dalton, Georgia, the full effectiveness of which is conditioned on the consent of the Department of Energy, fully released one another and one another's affiliates and their respective directors, officers, employees and equity holders from all claims and liabilities that they had, have or will have against one another arising out of the Nuclear Projects. WEC agreed to indemnify CB&I for certain claims and obligations covered by this release with the Vogtle owners until the Department of Energy consent is received.

CB&I expects to receive cash payments from WEC of $229 million, of which $161 million is anticipated to be received upon WEC’s substantial completion of the Nuclear Projects and $68 million is anticipated to be received upon the attainment of certain milestones related to CB&I’s continued supply of discrete scopes of modules, fabricated pipe and specialty services to WEC on a subcontract basis for the Nuclear Projects. CB&I anticipates the total after-tax charge related to the Agreement and transaction to be in the previously disclosed range of approximately $1.0 billion to $1.2 billion.

The foregoing brief description is not meant to be exhaustive and is qualified in its entirety by the full text of the Agreement, which is incorporated by reference herein to Exhibit 2.1 to CB&I’s Current Report on Form 8-K filed on October 27, 2015.

Item 8.01 Other Events

On January 4, 2016, CB&I issued a press release announcing the closing of the transaction. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet of CB&I at September 30, 2015 and notes thereto, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 and notes thereto, are filed as Exhibit 99.1 hereto and incorporated by reference herein.

(d) Exhibits

99.1 – Unaudited Pro Forma Condensed Consolidated Balance Sheet of CB&I at September 30, 2015 and notes thereto, and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 and notes thereto.

99.2 – Press Release dated January 4, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CHICAGO BRIDGE & IRON COMPANY N.V.
		By:	Chicago Bridge & Iron Company B.V.
		Its:	Managing Director
Date:	January 4, 2016	By:	/s/ Philip K. Asherman
			Philip K. Asherman President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Unaudited Pro Forma Condensed Consolidated Balance Sheet of CB&I at September 30, 2015 and notes thereto, and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 and notes thereto.
99.2	Press Release dated January 4, 2016.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial information for Chicago Bridge & Iron Company N.V. (“CB&I”). The pro forma statement of operations for the nine months ended September 30, 2015 and year ended December 31, 2014, give effect to the disposition of CB&I's business of engineering, construction, procurement, management, design, supply, installation, start-up and testing of nuclear-fueled facilities, including the V.C. Summer project in South Carolina and the Vogtle project in Georgia (collectively, “Nuclear Projects”), as well as CB&I’s nuclear integrated services business (collectively, “Nuclear Operations”), as if it occurred on January 1, 2014, while the pro forma consolidated balance sheet as of September 30, 2015 gives effect to the disposition of CB&I's Nuclear Operations as if it occurred on September 30, 2015.

The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are: (1) directly attributable to the disposition of the Nuclear Operations; (2) factually supportable; and (3) with respect to the pro forma statements of operations, expected to have a continuing impact.

The summary unaudited pro forma financial statements have been presented for illustrative purposes only and are based on assumptions and estimates considered appropriate by CB&I management; however, they are not necessarily indicative of what CB&I’s consolidated financial position or results of operations actually would have been had the transaction been completed as of the dates noted above, and does not purport to represent CB&I’s consolidated financial position or results of operations for future periods. The above should be read together with the historical financial statements, including the related notes thereto, included in CB&I’s Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015, and September 30, 2015.

CHICAGO BRIDGE & IRON COMPANY N.V.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2015

(In thousands)

Assets	CB&I Historical			Pro Forma Adjustments				CB&I Pro Forma
Cash and cash equivalents	$	423,900		$	—			$	423,900
Accounts receivable, net	1,328,811			—				1,328,811
Inventory	296,668			—				296,668
Costs and estimated earnings in excess of billings	662,344			—				662,344
Deferred income taxes	704,159			—				704,159
Assets held for sale	886,429			(886,429		)	(a)	—
Other current assets	481,536			—				481,536
Total current assets	4,783,847			(886,429		)		3,897,418
Equity investments	130,151			—				130,151
Property and equipment, net	604,196			—				604,196
Goodwill	3,722,344			—				3,722,344
Other intangibles, net	423,830			—				423,830
Deferred income taxes	69,091			—				69,091
Other non-current assets	175,844			143,000			(a)	318,844
Total assets	$	9,909,303		$	(743,429	)		$	9,165,874
Liabilities
Revolving facility and other short-term borrowings	$	503,000		$	—			$	503,000
Current maturities of long-term debt	143,646			—				143,646
Accounts payable	1,019,166			—				1,019,166
Billings in excess of costs and estimated earnings	1,828,998			—				1,828,998
Deferred income taxes	4,674			—				4,674
Liabilities held for sale	755,429			(755,429		)	(a)	—
Other current liabilities	942,020			12,000			(a)	954,020
Total current liabilities	5,196,933			(743,429		)		4,453,504
Long-term debt	1,872,030			—				1,872,030
Deferred income taxes	169,934			—				169,934
Other non-current liabilities	428,404			—				428,404
Total liabilities	7,667,301			(743,429		)		6,923,872
Shareholders’ Equity
Common stock	1,288			—				1,288
Additional paid-in capital	797,664			—				797,664
Retained earnings	1,785,540			—				1,785,540
Treasury stock, at cost	(196,626		)	—				(196,626		)
Accumulated other comprehensive loss	(307,348		)	—				(307,348		)
Total CB&I shareholders’ equity	2,080,518			—				2,080,518
Noncontrolling interests	161,484			—				161,484
Total shareholders’ equity	2,242,002			—				2,242,002
Total liabilities and shareholders’ equity	$	9,909,303		$	(743,429	)		$	9,165,874

The accompanying Notes are an integral part of these Unaudited Pro Forma Condensed Consolidated Financial Statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2015

(In thousands, except per share data)

	CB&I Historical			Pro Forma Adjustments				CB&I Pro Forma
Revenue	$	9,654,540		$	(1,555,508	)	(b)	$	8,099,032
Cost of revenue	8,523,529			(1,373,093		)	(b)	7,150,436
Gross profit	1,131,011			(182,415		)		948,596
Selling and administrative expense	287,926			(10,800		)	(b)	277,126
Intangibles amortization	45,542			(8,500		)	(c)	37,042
Equity earnings	(5,750		)	—				(5,750		)
Goodwill impairment	453,100			(453,100		)	(d)	—
Loss on assets held for sale and intangible assets impairment	707,380			(707,380		)	(e)	—
Other operating expense, net	1,870			—				1,870
(Loss) income from operations	(359,057		)	997,365				638,308
Interest expense	(68,425		)	—				(68,425		)
Interest income	6,290			—				6,290
(Loss) income before taxes	(421,192		)	997,365				576,173
Income tax benefit (expense)	38,275			(192,635		)	(f)	(154,360		)
Net (loss) income	(382,917		)	804,730				421,813
Less: Net income attributable to noncontrolling interests	(55,773		)	—				(55,773		)
Net (loss) income attributable to CB&I	$	(438,690	)	$	804,730			$	366,040
Net (loss) income attributable to CB&I per share:
Basic	$	(4.08	)	$	7.49			$	3.41
Diluted	$	(4.08	)	$	7.46			$	3.38
Weighted average shares outstanding:
Basic	107,440			—				107,440
Diluted	107,440			878			(g)	108,318

The accompanying Notes are an integral part of these Unaudited Pro Forma Condensed Consolidated Financial Statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2014

(In thousands, except per share data)

	CB&I Historical			Pro Forma Adjustments				CB&I Pro Forma
Revenue	$	12,974,930		$	(1,841,018	)	(b)	$	11,133,912
Cost of revenue	11,508,521			(1,662,818		)	(b)	9,845,703
Gross profit	1,466,409			(178,200		)		1,288,209
Selling and administrative expense	405,208			(15,000		)	(b)	390,208
Intangibles amortization	66,506			(11,400		)	(c)	55,106
Equity earnings	(25,225		)	—				(25,225		)
Other operating income, net	(2,373		)	—				(2,373		)
Integration related costs	39,685			—				39,685
Income from operations	982,608			(151,800		)		830,808
Interest expense	(83,590		)	—				(83,590		)
Interest income	8,524			—				8,524
Income before taxes	907,542			(151,800		)		755,742
Income tax expense	(271,417		)	59,202			(f)	(212,215		)
Net income	636,125			(92,598		)		543,527
Less: Net income attributable to noncontrolling interests	(92,518		)	—				(92,518		)
Net income attributable to CB&I	$	543,607		$	(92,598	)		$	451,009
Net income attributable to CB&I per share:
Basic	$	5.03		$	(0.86	)		$	4.17
Diluted	$	4.98		$	(0.85	)		$	4.13
Weighted average shares outstanding:
Basic	108,047			—				108,047
Diluted	109,122			—				109,122

The accompanying Notes are an integral part of these Unaudited Pro Forma Condensed Consolidated Financial Statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

($ and share values in thousands, except per share data)

(Unaudited)

1. BASIS OF PRO FORMA PRESENTATION

Transaction Summary—On October 27, 2015, CB&I entered into an agreement (the “Agreement”) with Westinghouse Electric Company LLC (“WEC”), among others, in which WEC agreed to acquire CB&I's Nuclear Operations. CB&I's Nuclear Operations are included within its Engineering and Construction operating group. On December 31, 2015, CB&I completed the disposition of its Nuclear Operations for estimated transaction consideration of approximately $161,000, which will be received upon WEC’s substantial completion of the Nuclear Projects. The present value of the estimated consideration is approximately $143,000 (the “Sales Proceeds”).

During the nine months ended September 30, 2015, CB&I recorded a pre-tax charge of approximately $1,160,500 (approximately $904,200 after tax) related to the impairment of goodwill (approximately $453,100), intangible assets (approximately $79,100) and a loss on assets held for sale (approximately $628,300) resulting from the disposition of its Nuclear Operations. The net tax benefit (approximately $256,300) on the charge reflected the non-deductibility of the goodwill impairment.

Overview—The unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial information for CB&I. The pro forma statement of operations for the nine months ended September 30, 2015 and year ended December 31, 2014, give effect to the disposition of CB&I's Nuclear Operations as if it occurred on January 1, 2014, while the pro forma consolidated balance sheet as of September 30, 2015 gives effect to the disposition of CB&I's Nuclear Operations as if it occurred on September 30, 2015.

The historical condensed consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are: (1) directly attributable to the disposition of the Nuclear Operations; (2) factually supportable; and (3) with respect to the pro forma statements of operations, expected to have a continuing impact.

The summary unaudited pro forma financial statements have been presented for illustrative purposes only and are based on assumptions and estimates considered appropriate by CB&I management; however, they are not necessarily indicative of what CB&I’s consolidated financial position or results of operations actually would have been had the transaction been completed as of the dates noted above, and does not purport to represent CB&I’s consolidated financial position or results of operations for future periods. See footnote 2 for further discussion of the pro forma adjustments.

2. PRO FORMA ADJUSTMENTS

Adjustments included in the column labeled “Pro Forma Adjustments” in the pro forma condensed consolidated financial statements are as follows:

Pro Forma Adjustments to Condensed Consolidated Balance Sheet

(a) To eliminate the Nuclear Operations related balances (which were reclassified as assets and liabilities held for sale as of September 30, 2015) from the condensed consolidated balance sheet, record a note receivable for the Sales Proceeds ($143,000) and accrue estimated transaction costs ($12,000).

Pro Forma Adjustments to Condensed Consolidated Statements of Operations

(b) To eliminate historical revenue, cost of revenue and selling and administrative expenses related to the Nuclear Operations.

(c) To eliminate intangibles amortization related to intangible assets of the Nuclear Operations which were impaired as of September 30, 2015. (See tickmark (e) below)

(d) To eliminate the goodwill impairment charges ($191,000 and $262,100) resulting from the disposition of the Nuclear Operations.

(e) To eliminate the loss on assets held for sale ($628,280) and intangible assets impairment ($79,100) resulting from the disposition of the Nuclear Operations.

(f) To tax effect the pro forma adjustments utilizing the historical statutory rates in effect for the periods presented (reflecting the non-deductibility of the goodwill impairment charge adjustment).

(g) To include the impact of dilutive shares for pro forma diluted weighted average shares outstanding. The historical diluted weighted average shares are equivalent to basic weighted average shares due to the net loss for the period.

EX-99.2

Exhibit 99.2

	NEWS RELEASE
For Immediate Release:	For Further Information Contact:
January 4, 2016	Media: www.CBI.com
	Investors: Christi Thoms-Knox +1 832 513 1200

CB&I Completes Sale of Nuclear Construction Business to Westinghouse

THE WOODLANDS, Texas - Jan. 4, 2016 - CB&I (NYSE:CBI) today announced it has completed the sale of its nuclear construction business to Westinghouse Electric Company LLC effective Dec. 31, 2015.

“We have completed all of the required closing requirements and have transferred total responsibility for the Stone & Webster nuclear construction business to Westinghouse, as defined in the purchase agreement,” said Philip K. Asherman, CB&I’s President and Chief Executive Officer. “Our focus will be on continued growth and improved cash flows from CB&I's solid backlog and integrated business model.”

About CB&I

CB&I (NYSE:CBI) is the most complete energy infrastructure focused company in the world. With 125 years of experience and the expertise of approximately 54,000 employees, CB&I provides reliable solutions while maintaining a relentless focus on safety and an uncompromising standard of quality. For more information, visit www.cbi.com.

Important Information For Investors And Shareholders

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding CB&I and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. When considering any statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might” or similar forward-looking statements, we refer you to the cautionary statements concerning risk factors and “Forward-Looking Statements” described under “Risk Factors” in Item 1A of our Annual Report filed on Form 10-K filed with the SEC for the year ended December 31, 2014, and any updates to those risk factors or “Forward-Looking Statements” included in our subsequent Quarterly Reports on Form 10-Q filed with the SEC, which cautionary statements are incorporated herein by reference.